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HomeMy WebLinkAbout2008-06-24-9:00AM-REGULARB12AZOS COUNTY BRYAN, TEXAS NOTICE OF MEETING AND AGENDA BRAZOS COUNTY COMMISSIONERS COURT _0tF 20 01 N��, -'i3 THE COMMISSIONERS COURT OF BRAZOS COUNTY WILL MEET IN REIGALTI_AR. SESSION ON 24 JUNE 2008 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_ Coasider and take action. om anemia items 3 — 36: 3_ Budget Amendment 07/08-35.1 aim 07/08-35.9_ 4_ Request from Jail Administration for the changes to the following Lieutenant positions: a_ Increase Lieutenant 1503-1 from Group 25, Step 5 to Group 25, Step 8 b_ Increase Lieutenant 1503-2 from Group 25, Step 3 to Group 25, Step 5 c_ Decrease Lieutenant 15O3-3 from Group 25, Step 11 to Group 25, Step 8 d_ Increase Lieutenant 1503-4 from Group 25, Step 4 to Group 25, Step 8_ 5_ Personnel Change of Status_ 6_ Payment of Claims_ 7_ Reappointment of Mr_ Clark Gandy to the Local Workforce Development Board, representing Labor_ Appointment term is 6/30/08 to 6/30/11_ 8_ Appointment of Mr_ Derrick Hanks to the Local Workforce Development Board, representing the private sector_ Appointment term is 6/30/08 to 6/30/11. Office of the County Judge 300 East 26"' St_ ._fc7 9- F Suite 114 Bryan, Texas 77603 Fax. (979) 361-4503 1 (o / Commissioners Court Agenda 24 June 2008 Page 2 9. Order #08-009 prohibiting outdoor burning in Brazos County for ninety (90) days, effective immediately 10. Interlocal Agreement for the construction, acquisition, implementation, operation and maintenance of the Brazos Valley Wide Area Communications System (BVWACS). 11. Interlocal Agreement for managing entity by the Brazos Valley Council of Governments (BVCOG) for the Brazos Valley Wide Area Communications System. 12. Interlocal Agreement for the Bryan/College Station Metropolitan Planning Organization (MPO), and partner planning agencies. 13. Change Order No. 6 in the amount of $24,222.30 to Madison Construction, LLP for the new County Administration Building. 14. Addition of Section 3.02.7.6 to Section 3.02.7 of the County Employee Manual regarding the use of cellular telephones and pagers. 15. Request from the Pct. 1 Justice of the Peace Office for $3,974.00 from the JP Technology Fund to upgrade the phone system for that office. 16. Adoption of the Revised Personnel Action Form for use by Human Resources to reflect the various changes in status for County employees. 17. Request from Community Supervision and Corrections Department to move from TSG/Able Term software to Corrections Software Solutions at no cost to the County to avoid losing money from the State. 18. Out of state travel request from the Brazos County Extension for Alma Fonseca to attend Galaxy III conference, "Celebrating the Extension System: Strengths, Diversity and Unique Qualities," in Indianapolis, Indiana; dates of travel are 14-19 September 2008. 19. Tax Refund Applications for the following: a. b. c. d. e. Bryan Traditions, LP Arie Lee Franklin Lloyd H. Smith Toby M. & Angela Egan David Kyle Brewer f. g• h. i. J• Tracy & Arnetra Davis Janine C. Edwards Deborah E. Seliner J. W. Turner Peggy V. White 20. Permission to advertise RFP #2008-040, Food Service Provider for Juvenile Services. 21. Permission to advertise RFP #2008-038R, Office Supplies, with Wilton's Office Works. 22. Permission to award Bid 2008-037, Construction of Three Two -Lane Bridges, to Wakefield Bridges. I to Commissioners Court Agenda 24 June 2008 Page 2 9. Order #08-009 prohibiting outdoor burning in Brazos County for ninety (90) days, effective immediately 10. Interlocal Agreement for the construction, acquisition, implementation, operation and maintenance of the Brazos Valley Wide Area Communications System (BVWACS). 11. Interlocal Agreement for managing entity by the Brazos Valley Council of Governments (BVCOG) for the Brazos Valley Wide Area Communications System. 12. Interlocal Agreement for the Bryan/College Station Metropolitan Planning Organization (MPO), and partner planning agencies. 13. Change Order No. 6 in the amount of $24,222.30 to Madison Construction, LLP for the new County Administration Building. 14. Addition of Section 3.02.7.6 to Section 3.02.7 of the County Employee Manual regarding the use of cellular telephones and pagers. 15. Request from the Pct. 1 Justice of the Peace Office for $3,974.00 from the JP Technology Fund to upgrade the phone system for that office. 16. Adoption of the Revised Personnel Action Form for use by Human Resources to reflect the various changes in status for County employees. 17. Request from Community Supervision and Corrections Department to move from TSG/Able Term software to Corrections Software Solutions at no cost to the County to avoid losing money from the State. 18. Out of state travel request from the Brazos County Extension for Alma Fonseca to attend Galaxy III conference, "Celebrating the Extension System: Strengths, Diversity and Unique Qualities," in Indianapolis, Indiana; dates of travel are 14-19 September 2008. 19. Tax Refund Applications for the following: a. b. c. d. e. Bryan Traditions, LP Arie Lee Franklin Lloyd H. Smith Toby M. & Angela Egan David Kyle Brewer f. g. h. i. J. Tracy & Arnetra Davis Janine C. Edwards Deborah E. Seliner J. W. Turner Peggy V. White 20. Permission to advertise RFP #2008-040, Food Service Provider for Juvenile Services. 21. Permission to advertise RFP #2008-038R, Office Supplies, with Wilton's Office Works. 22. Permission to award Bid 2008-037, Construction of Three Two -Lane Bridges, to Wakefield Bridges. I 0 q I (p3 Commissioners Court Agenda 24 June 2008 Page 3 23. Permission to award Bid 2008-031, Inmate Telephone, and contract to Securus Technologies. 24. Permission to add the following to Brazos County's list of vendors who are exempt from competitive bidding for fiscal year 2008-2009 as per Statute 262.024(a)(4): a. BVCASA b. Amy Brown, LCDC c. Navor "Sonny" Casares, LCDC d. Leonard Crowley, LCDC e. Richard Davis, LCDC f. Patricia Hicks, LCDC g. Cindy Soltis, LCDC h. Antonio Cepeda-Benito, LCDC i. The Counseling Center j. Texas A&M Dept. of Psychology k. Ruth Helpert-Nunez, LCSW, LMFT 1. Halt Control-Responsiblity m. Pam Perlitz, LPC, LCDC, LMFT n. Anna Satterfield, Ph.D. 25. Acceptance of a Special Warranty Deed from W. W. Humphries Family Limited Partnership for improvements to Wickson Lake Road and Clear Lake Road located in Precinct 2. 26. Final Plat of Indian Lakes Phase 1, lots 9-A and 9-B, block 2 and H.O.A. lot 1-R, block 12, being a replat of the resubdivision of Indian Lakes, Phase 1, lot 9, block 2 and H.O.A. lot 1, block 12, 79.661 acres, J. M. Barrera survey, A-69, (ETJ City of College Station) Brazos County, Texas. Site is located in Precinct 1. 27. Request from Verizon Communications for excavation in the right of way of Arrington Road to access existing conduit for fiber optic cable installation. Site is located in Precinct 1. 28. Replat of Prosperity Acres Subdivision Phase 2, 8.34 acres, Maria Kegans survey, A-28 (ETJ City of Bryan) Brazos County, Texas. Site is located in Precinct 3. 29. Acceptance of Tuscany Trace Subdivision into the Brazos County road maintenance system; the road (Tuscany Trace Court) and drainage structures are in compliance with the Brazos County Subdivision and Development Regulations. Site is located in Precinct 1. 30. Acceptance of a Special Warranty Deed from Danforth Wilkerson and wife, Shirley J. Wilkerson for improvements to Kurten Cemetery Road located in Precinct 2. 31. Acceptance of Public Utility Easement from Danforth Wilkerson and wife, Shirley J. Wilkerson for improvements to Kurten Cemetery Road located in Precinct 2. 32. Payment Authorization in the amount of $98.81 to Cook's Auto Parts NAPA for miscellaneous auto parts. The invoices were received after the P.O. was closed. 33. Payment Authorization in the amount of $210.00 to Unisource Worldwide, Inc. for miscellaneous cleaning products. The amount of the invoices exceeded the purchase order. Commissioners Court Agenda 24 June 2008 Page 4 34. Payment Authorization in the amount of $440.00 to Texas Department of Licensing and Regulation inspection of the boilers at the Exposition Complex and the Sheriff's Administration Building. The amount of the invoice exceeded the amount on the purchase order. 35. Payment authorization in the amount of $31.78 to Wilton's Office Works for miscellaneous office supplies. 36. Payment authorization in the amount of $1,770.50 to Sheiness, Scott, Grossman & Cohn, LLP for their legal representation of the Brazos County Bail Bond Board. 37. Announcement of interest items and possible future agenda topics. 38. Call for citizen input and/or concerns. 39. Agency / Board / Committee reports by Court members. 40. Adjourn The Brazos County Courthouse is wheelchair accessible. Handicap parking spaces are available. Any request for sign interpretive services must be made two business da�s b (ore the megto make arrangements, call (979) 361-4102. Commissioners Court Agenda 24 June 2008 Page 4 34. Payment Authorization in the amount of $440.00 to Texas Department of Licensing and Regulation inspection of the boilers at the Exposition Complex and the Sheriff's Administration Building. The amount of the invoice exceeded the amount on the purchase order. 35. Payment authorization in the amount of $31.78 to Wilton's Office Works for miscellaneous office supplies. 36. Payment authorization in the amount of $1,770.50 to Sheiness, Scott, Grossman & Cohn, LLP for their legal representation of the Brazos County Bail Bond Board. 37. Announcement of interest items and possible future agenda topics. 38. Call for citizen input and/or concerns. 39. Agency / Board / Committee reports by Court members. 40. 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 before the meeting. To make arrangements, call (979) 361-4102. 1Qq �� to _ BRAZOS COUNTY BRYAN, TEXAS 4'ir (r ,_ NOTICE OF ADDENDUM TO THE AGENDA BRAZOS COUNTY COMMISSIONERS COURT THE COMMISSIONERS COURT WILL MEET IN REGULAR SESSION ON TUESDAY 24 JUNE 2008 AT 9:00 A.M. IN THE COMMISSIONERS COURTROOM OF THE BRAZOS COUNTY COURTHOUSE, 300 E. 26TH STREET, SUITE 115, BRYAN, TEXAS. In addition to the regular agenda, the Commissioners Court will consider and take action on the following item(s): 1. Budget Amendment 07/08-35.10. The Brazos County Courthouse is wheelchair accessible. Handicap parking spaces are available. Any request tur sign interpretive services must be made two business days before the meeting. To make arrangements, call (979) 361-4102. Office of the County Judge • 300 East 26m St. • Suite 114 • ryan, Texas 77803 • Fax: (979) 361-4503 COMMISSIONERS' COURT REGULAR MEETING JUNE 24, 2008 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, June 24, 2008 with the following members of the Court present: Randy Sims, County Judge, Presiding; Lloyd Wassermann, Commissioner of Precinct 1; 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 Reverend Jones gave the invocation and then Commissioner Cauley led the pledge of allegiance. Under citizen input/and or concerns, the following spoke: County Judge a) He acknowledged Art Dixon and thanked him for all his years of service with the Veterans Administration. The Court next considered Budget Amendment #07/08-35.1 through 35.9 that would reallocate funds for the Sheriff's Office -Administration (2), District Clerk -Jury Services, Juvenile Services -Detention, HAVA-General Compliance, Non - Vol 1 0 61 Page 1 (-e Commissioners Court meeting June 24, 2008 2 Departmental, Brazos Center, Juvenile Services-TJPC-Prog Sanctns 1-2-3; and transfer funds from Building Maintenance to Capital Improvement Fund -Commissioners Court. On motion by Commissioner Peters, seconded by Commissioner Cauley, the Court voted unanimously to approve the budget amendments as submitted. Copies of the budget amendments are attached. The next matter before the Court was consideration of a request from Jail Administration for changes to the following Lieutenant positions: a. b. c. d. Increase Lieutenant 1503-1 from Group 25, Step 5 to Group 25, Step 8 Increase Lieutenant 1503-2 from Group 25, Step 3 to Group 25, Step 5 Decrease Lieutenant 1503-3 from Group 25, Step 11 to Group 25, Step 2 Increase Lieutenant 1503-4 from Group 25, Step 4 to Group 25, Step 8 The changes can be accomplished with no increase to the budget. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to approve the request. There was an error on the agenda on item "C" where the step was decreased to a 2 rather than an 8. 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 Wassermann, the Court voted unanimously to approve the changes as submitted. Vol 1 0 9 Page /LM Commissioners Court meeting June 24, 2008 3 The County Judge deviated from the agenda and went on to consider item number 25 which was the consideration of a Special Warranty deed from the W.W. Humphries Family Limited Partnership for improvements to Wickson Lake Road and Clear Lake Road in Precinct 2. On motion by Commissioner Peters, seconded by Commissioner Cauley, the Court voted unanimously to authorize the County Judge to accept on behalf of Brazos County a Special Warranty Deed from the W.W. Humphries Family Limited Partnership for the expansion and improvements to Wickson Lake Road and Clear Lake Road. The County Judge then resumed taking the agenda in order and considered item 6, the payment of claims as submitted by the County Treasurer for payment: 7050874 through 7051359 On motion by Commissioner Peters, seconded by Commissioner Cauley, the Court voted unanimously to approve the Claims as submitted. The next matter before the Court was consideration of the reappointment of an individual to the Local Workforce Development Board representing Labor. On motion by Commissioner Cauley, seconded by Commissioner Peters, the Court voted unanimously to reappoint Clark Gandy to serve on Vol 109 Page 1 70 Commissioners Court meeting June 24, 2008 4 the local Workforce Development Board for a term beginning June 30, 2008 and terminating on June 30, 2011. The next matter before the Court was consideration of the reappointment of an individual to the Local Workforce Development Board representing the private sector. On motion by Commissioner Wassermann, seconded by Commissioner Cauley, the Court voted unanimously to appoint Derrick Hanks to serve on the local Workforce Development Board for a term beginning June 30, 2008 and terminating on June 30, 2011. The next matter for consideration by the Court was adopting Order #08-009 prohibiting outdoor burning in Brazos County for ninety (90) days. Chuck Frazier, Emergency Management Coordinator told the Court that the KBDI was steadily going up but as of yet the Fire Chiefs had not recommended a ban. He stated he was asking people to be careful at this time. On motion by the County Judge, seconded by Commissioner Peters, the Court voted unanimously to adopt Order #08-009 prohibiting outdoor burning in Brazos County for ninety (90) days. This will be effective immediately. The Court next considered an Interlocal Agreement by and among the City of Bryan, City of College Station, City of Brenham, Brazos County, Washington County and Texas A&M University for the construction, acquisition, implementation, Vol I D °1 Page 171 Commissioners Court meeting June 24, 2008 5 operation and maintenance of the Brazos Valley Wide Area Communications System (BVWACS). The initial term of the agreement is when it has been approved by all BVWACS parties to the next occurring September 30th. After that, this agreement automatically renews for up to a maximum of four (4) additional terms of twelve (12) months on October 1 of each year, subject to the BVWACS Parties right of termination. The operating costs shall be shared according to participation levels. On motion by Commissioner Cauley, seconded by Commissioner Mallard, the Court voted unanimously to approve the agreement and authorized the County Judge to execute the document. A copy is attached. The next matter before the Court was consideration of an Interlocal Agreement by and among the Brazos Valley Council of Governments (BVCOG), the City of Bryan, the City of College Station, City of Brenham, Brazos County, Washington County and the Texas A&M University for the managing entity for the Brazos Valley Wide Area Communications System (BVWACS). The initial term of the agreement is when it has been approved by all BVWACS parties to the next occurring September 30th. Payments to the BVCOG will be made by the BVWACS for their proportionate share of goods and services. On motion by Commissioner Peters, seconded by Commissioner Cauley, the Vol I a t Page 17 a_ Commissioners Court meeting June 24, 2008 6 Court voted unanimously to approve the Interlocal Agreement and authorized the County Judge to execute the document. A copy is attached. The Court next considered an Interlocal Agreement between the Bryan/College Station Metropolitan Planning Organization and Texas A&M University, Brazos County, City of College Station and City of Bryan, for the employment of a new transportation modeler/GIS employee for the MPO. Funding for the position will be $15,000 per entity. On motion by the County Judge, seconded by Commissioner Cauley, the Court voted unanimously to approve the Agreement and authorized the County Judge to execute the document. A copy is attached. The next matter before the Court was Change Order #6 in the amount of $24,222.30 to Madison Construction, LLP for the new County Administration Building. On motion by the County Judge, seconded by Commissioner Peters, the Court voted unanimously to approve the change order and authorized the County Judge to execute the document. A copy is attached. The Court next considered the addition of Section 3.02.7.6 to Section 3.02.7 of the County Employee Manual concerning the use of cellular telephones and pagers. On motion by Commissioner Cauley, seconded by Commissioner Vol J D 9 Page I 7 3 Commissioners Court meeting June 24, 2008 7 Peters, the Court voted unanimously to approve the addition of Section 3.02.7.6. A copy is attached. The next matter before the Court was consideration of a request from the Justice of the Peace, Precinct 1, Mike McCleary for $3,974.00 from the JP Technology Fund to upgrade the phone system for that office. On motion by Commissioner Wassermann, seconded by Commissioner Cauley, the Court voted unanimously to approve the request. The Court next considered adoption of the revised Personnel Action form for use by the Human Resources Department to reflect the various changes in status for County Employees. On motion by Commissioner Wassermann, seconded by Commissioner Cauley, the Court voted unanimously to adopt the revised form. A copy is attached. The next matter before the Court was consideration of a request from the Community Supervision and Corrections Department to move from TSG/Able Term software to Corrections Software Solutions at no cost to the County to avoid losing money from the State. The TSG/Able Term software is inadequate and can not meet the needs of the department. Arlene Parchman, Director of the Community Supervision and Corrections Department, Marc Hamlin, District Clerk and Eric Caldwell, Director of the Information Technology Department Vol 1b9 Page 174 Commissioners Court meeting June 24, 2008 8 all spoke on the need to move to different software. On motion by the County Judge, seconded by Commissioner Cauley, the Court voted unanimously to approve the request for a change in software. The next matter for consideration by the Court was a request submitted by the Extension Service seeking approval for out of state travel for Dr. Alma Fonseca to travel to Indianapolis, Indiana to attend the Galaxy III Conference, "Celebrating the Extension System: Strengths, Diversity and Unique Qualities" during the week of September 14 through 19, 2008. On motion by the County Judge, seconded by Commissioner Cauley, the Court voted unanimously to grant the request from the Extension Service and approved payment of out of state travel expense for Dr. Alma Fonseca. The next matter for consideration was approval of tax refund applications from the following individuals and/or companies: a. Bryan Traditions LP, over payment $28.41 b. Arie Lee Franklin, over payment $160.00 c. Lloyd H. Smith, over payment $3,470.45 d. Toby M. & Angela Egan, over payment $85.07 e. David Kyle Brewer, over payment $60.00 f. Tracy & Arnetra Davis, over payment $72.91 g. Janine C. Edwards, over payment $100.00 h. Deborah E. Seliner, over payment $839.67 i. J. W. Turner, over payment $352.67 j. Peggy V. White, over payment $17.35 Vol 1 O 9 Page 17 5 Commissioners Court meeting June 24, 2008 9 On motion by Commissioner Wassermann, seconded by Commissioner Peters, the Court voted unanimously to approve the tax refund applications. The next matter for consideration was approval for the Purchasing Agent to advertise RFP# 2008-040, Food Service Provider for Juvenile Services. On motion by Commissioner Peters, seconded by Commissioner Mallard, the Court voted unanimously to authorize the Purchasing Agent to advertise RFP# 2008-040, Food Service Provider for Juvenile Services. The Court next considered a request from the Purchasing Department to renew Bid 2007-040R, Office Supplies. On motion by the County Judge, seconded by Commissioner Cauley, the Court voted unanimously to remove this item from the agenda. The Court next considered awarding Bid No. 2008-037, Construction of Three (3), two lane bridges. Charles Wendt, Assistant Purchasing Agent, along with the Road & Bridge Department recommended acceptance of the bid submitted by Wakefield Bridge, Inc. On motion by Commissioner Wassermann, seconded by Commissioner Cauley, the Court voted unanimously to accept the recommendation of the Assistant Purchasing Agent and award the contract to Wakefield Bridge, Inc. A copy of the bid tabulation is attached. Vol io9 Page I7 o Commissioners Court meeting June 24, 2008 10 The Court next considered awarding Bid No. 2008-031, Inmate Telephone System. Pat Howard Purchasing Agent, along with the Sheriff's Department, Jail Division recommended acceptance of the bid submitted by Securus Technologies. On motion by Commissioner Peters, seconded by Commissioner Cauley, the Court voted unanimously to accept the recommendation of the Purchasing Agent and award the contract to Securus Technologies. A copy of the bid tabulation is attached. The next matter before the Court was consideration of a request from Charles Wendt, Assistant Purchasing Agent, for permission to make additions to the list of vendors exempt from competitive bidding as allowed under Section 262-024(a)4. On motion by Commissioner Peters, seconded by Commissioner Cauley, the Court voted unanimously to add the following vendors to the list of exempt vendors: a. BVCASA b. Amy Brown, LCDC c. Navor "Sonny" Casares, LCDC . of Psychology d. Leonard Crowley, LCDC e. Richard Davis, LCDC f. Patricia Hicks, LCDC g. Cindy Soltis, LCDC h. Antonio Cepeda-Benito, PhD i. The Counseling Center j. Texas A&M Dept. of Psychology k. Ruth Helpert-Nunez, LCSW, LMFT 1. Halt Control -Responsibility m. Pam Perlitz, LPC, LCDC, LMFT Vol j 09 Page % Commissioners Court meeting June 24, 2008 11 n. Anna Satterfield, Ph.D. The Court next considered approval of the Final Plat of Indian Lakes Phase I, Lots 9-A and 9-B, Block 2 and H.O.A. Lot 1-R, Block 12, being a Re -plat of the Re -subdivision of Indian Lakes, Phase 1, Lot 9 Bock 2 and H.O.A. Lot 1, Block 12, 79.661 Acres in Precinct 1. Richard Vance, County Engineer, stated that he had reviewed the plat and all appeared to be in order. On motion by Commissioner Wassermann, seconded by Commissioner Cauley, the Court voted unanimously to approve the Final Plat of Indian Lakes Phase I, Lots 9-A and 9-B, Block 2 and H.O.A. Lot 1-R, Block 12, being a Re -plat of the Re -subdivision of Indian Lakes, Phase 1, Lot 9 Bock 2 and H.O.A. Lot 1, Block 12, 79.661 Acres as submitted. The Court next considered the request from Verizon Communications to excavate in the right-of-way of Arrington Road to access existing conduit for fiber optic cable installation. The site is located in Precinct 1. The County Engineer stated that all appeared to be in order and recommended approval. On motion by Commissioner Wassermann, seconded by Commissioner Peters, the Court voted unanimously to approve the request from Verizon Communications and authorized the installation. A copy of the request is attached hereto. Vol J 001 Page I 7 g Commissioners Court meeting June 24, 2008 12 The Court next considered approval of the Re -Plat of Prosperity Acres Subdivision Phase 2, 8.34 Acres in Precinct 3. Richard Vance, County Engineer, stated that he had reviewed the plat and all appeared to be in order. On motion by Commissioner Mallard, seconded by Commissioner Cauley, the Court voted unanimously to approve the Re -Plat of Prosperity Acres Subdivision Phase 2, 8.34 Acres as submitted. The next matter before the Court was to consider acceptance of Tuscany Trace Subdivision into the Brazos County Road Maintenance System. The road, Tuscany Trace Court and drainage structures are in compliance with the Brazos County Subdivision and Development Regulations. The site is located in Precinct 1. On motion by Commissioner Wassermann, seconded by Commissioner Peters, the Court voted unanimously to accept the Tuscany Trace Subdivision into the Brazos County Road Maintenance System. The Court next considered acceptance of a Special Warranty Deed for right-of-way on Kurten Cemetery Road in Precinct 2. On motion by Commissioner Peters, seconded by Commissioner Cauley, the Court voted unanimously to authorize the County Judge to accept on behalf of Brazos County a Special Warranty Deed from Danforth Wilkerson and wife Shirley Vol )9 Page 1 7q Commissioners Court meeting June 24, 2008 13 J. Wilkerson for the expansion and improvements to Kurten Cemetery Road. The Court next considered acceptance of a Public Utility Easement on Kurten Cemetery Road in Precinct 2. On motion by Commissioner Peters, seconded by Commissioner Cauley, the Court voted unanimously to authorize the County Judge to accept on behalf of Brazos County a Public Utility easement from Danforth Wilkerson and wife Shirley J. Wilkerson for the expansion and improvements to Kurten Cemetery Road. The Court next considered a payment authorization in the amount of $98.81 to Cook's Auto Parts NAPA (College Station Auto Parts, Inc.) for miscellaneous auto parts. The Building Maintenance Department was using the wrong vendor. On motion by the County Judge, seconded by Commissioner Peters, the Court voted unanimously to approve the payment authorization. The next matter before the Court was consideration of a payment authorization to Unisource Worldwide, Inc. in the amount of $210.00. The balance exceeded the Purchase Order. On motion by Commissioner Peters, seconded by Commissioner Cauley, the Court voted unanimously to approve the payment authorization. The Court considered a payment authorization to the Texas Department of Licensing and Regulation in the amount of Vol d ct Page sSI D Commissioners Court meeting June 24, 2008 14 $440.00. Amount exceeded purchase order. On motion by Commissioner Peters, seconded by Commissioner Cauley, the Court voted unanimously to approve the payment authorization. The next matter before the Court was consideration of a payment authorization in the amount of $31.78 to Wilton's Office Works for miscellaneous office supplies. On motion by Commissioner Peters, seconded by Commissioner Cauley, the Court voted unanimously to approve the payment authorization. The Court next considered a payment authorization in the amount of $1,770.50 to Sheiness, Scott, Grossman & Cohn LLP for their legal representation of the Brazos County Bail Bond Board. On motion by Commissioner Peters, seconded by Commissioner Cauley, the Court voted unanimously to approve the payment authorization. The County Judge next considered an addendum to the agenda that was consideration of budget amendment 07/08-35.10 that would transfer funds from Contingency to the diesel and gasoline line items for the Road & Bridge Department. On motion by Commissioner Peters, seconded by Commissioner Cauley, the Court voted unanimously to approve the budget amendment as submitted. Under announcement of interest items and possible future agenda topics the following spoke: Vol 0`Page X81 Commissioners Court meeting June 24, 2008 15 County Judge a) Asked Marc Hamlin, District Clerk to speak on the prescription cards. Brazos County is now #1 in the State of Texas. We set a record in the amount returned to citizens last month. It was $32,465.41. Commissioner Mallard a) Asked if the Court was going to try to get together with Chuck Ellison and his group on mailboxes. The County Judge asked him to organize a workshop. Marc Hamlin, District Clerk a) Recognized Karen McQueen, County Clerk and Sheriff Chris Kirk for being elected President of their respective groups. Under citizen input and/or concerns, the following spoke: Sheriff Chris Kirk a) Told the Court that there were 547 inmates in jail this morning, 79 were on electronic monitoring and there were 40 pending for monitoring. Under Agency/Board/Committee reports by Court members, the following spoke: Commissioner Mallard a) The Research Valley Partnership had a cooking team at the Texas Reds Festival and they came in 5th place for steaks. There being no further business to come before the Court, the meeting was adjourned. Vol I 0 °I Page 13,9\ The foregoing minutes of the Commissioners Court meeting held June 24, 2008 have been examined and are approved in open Court this the Brazos County, Texas. Randy Si County dge Duane Peters Commissioner, Precinct 2 Carey Culey, Jr. Commissioner, Precinct 4 Attest: aren McQueen County Clerk day of , 2008, in Bryan, Lloyd Wassermann Commissioner, Precinct 1 Th„osJA Kenny Mall4d Commissioner, PrecirA 3 Vol 10'I Page IS3 BRAZOS COUNTY COMMISSIONERS COURT MEETING ON (f -G4 -ti -E V 2008AT 1",`L) Name (PLEASE PRINT) Organization/Department rleiC- C4LcLJEL Tr ,. 1_,Anx-W- aWict,,. \--Y\e---- 71 di Lt., 1 '14) e___, J� n Y V /� 2--- 1(5, 7 ,k47/‘.2_,L— Z Y,s,2:___- . _ ,, ,, r, ,-- &, /1 , , , ,__-- 1- 1 ---C)_-t`, ) 1 ._, „ , crS Ur VITA 66:I I/ 1.0"1--' 4,.,-C.-4/./-'4----- 1 - 'KLY v 6- ctiyu--Ti--c N 11010j -c o BRAZOS COUNTY COMMISSIONERS COURT MEETING OI(-2 2008 AT Name (PLEASE PRINT) Organization/Department fLi >12FA 904— .,, p..i 4,4c 1z/ i ci :&/, e JA\frs1 hteKkj 5 c:w, , VMES(5, 4 7ca,s4,14 _ c T , j L 1-4,1 'MI LL i (,,vc /in Ltut,ft, 11/0-- L Jc �� V(na. A.,-\,„€_,_ c),,,.,„__ ( S op,,,,,,,&K ,,.-k). ' <Th, ,-._,i- qc1,., i - ,:iii,r),IA V ' eyc.in itak, ( . i , r - t 4-47)4ov- ,--))ot, g-ei-70-1 ‘e/r., :.): P i g. ,7:4-7,,J0 ie_a_i lc /g C.f ' Cji, 115 ,1)O t- 211-a-enitA-49--x4A•t__ Cliy 75c 7•(--41Tia-.<-- BRAZOS COUNTY, TEXAS BUDGET AMENDMENT(S) FOR THE 2007-2008 BUDGET YEAR NO. 07/08-35.1 thru 07/08-35.9 On this the 24`h day of June 2008 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 24 June 2008 the Court heard and approved a budget amendment for the 2007-2008 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 11 September 2007, the following amendment(s) to the original budget are hereby authorized, as described on the attached page(s). ADOPTED AND APPROVED this the 24th day of June 2008. THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS. By: Randy- ims, County Judge Original: County Clerk's Office and attached to the original budget Copies: County Auditor County Treasurer County Budget Officer Commissioners' Court Minutes I69 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 07/08 - 35.1 6/24/2008 FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 11001500 61130000 CR Contingency Vehicle Maintenance 26,000.00 0100 28000100 65950000 DR 26,000.00 Sheriff Office: Administration To reallocate funds to provide additional funding for vehicle mainteance. Commissioner's Court approved request on June 10, 2008 agenda item #5. Prepared By: Date: ifj 6/19/2008 Department Approval Date County Jude Approval Date loci' [r7 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 07/08 - 35.2 6/24/2008 FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 28000100 67281000 CR Equipment -Electronic 779.94 0100 28000100 60500000 DR Office Equipment 779.94 Sheriff Office: Administration To reallocate funds to provide funding for the purchase of digitral recorders to replace broken ones. The funds are being moved to the correct account number to enable the department to purchase the equipment. Prepared By: Date: ifj 6/19/2008 Department Approval al County Ju • • e Approval 109 (gF Date CpWoY Date BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 07/08 - 35.3 6/24/2008 FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 11001500 61130000 CR Contingency 45,000.00 0100 20010000 61415000 DR Petit Jury Expense 40.000.00 0100 20010000 61410000 DR Grand Jury Expense 5.000.00 District Clerk: Jury Services To reallocate funds to provide additional funding for jury expense . Commissioner's Court approved request on June 10, 2008 agenda item # 18. Prepared By: Date: ifj 6/19/2008 Department Approval County Ju • • e Approval Date tgq Date BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 07/08 - 35.4 6/24/2008 FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 17000100 59100000 CR DDEA 9,044.05 0100 91110000 DR Transfer to Capital Improvement 9,044.05 4500 49028000 CR Transfer from General Fund 9,044.05 4500 63000500 80101001 DR BuildinKRenov - Admin 9,044.05 Capital Improvement Fund: Commissioner's Court and Building Maintenance To reallocate funds from the Building Maintenance Department to the Capital Improvement Fund for materials and parts ordered for the remodeling of the County Administration Building. The materials and parts are for the security system bein: installed in the County Administration Building. Prepared By: Date: ifj 6/19/2008 Department Approval County Judg - pproval 1 D� (90 Date ate .4 G� BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 07/08 - 35.5 6/24/2008 FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 31000200 72540000 CR Physician Services 3.000.00 0100 31000200 61470000 DR Prescriptions 3.000.00 Juvenile Services: Detention To reallocate funds to allow for additional funding for prescriptions. Prepared By: Date: ifj 6/19/2008 Department Approval County Judg. p T oval Date jb (Gtt Date BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 07/08 - 35.6 6/24/2008 FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 3000 212100 61130000 CR Contingency 6,000.00 3000 212100 67286000 DR Equipment - Other 4,000.00 3000 212100 60600000 DR Office Supplies 2,000.00 HAVA - General Compliance To reallocate funds to allow for the purchase of equipment and office supplies. Prepared By: Date: ifj 6/19/2008 ol Department Approval Date ounty Ju • • e Approval Date BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 07/08 - 35.7 6/24/2008 FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 11000500 67294000 CR Equipment -Telephone 713.82 0100 11000500 60500000 DR Office Equipment 713.82 Non Departmental To reallocate funds to allow for additional installation charges as well as additional phone sets to be used at the County Administration Building. _A_, ---C-' \-/L-c-- 'c'-*------ I - ——off epartment Approval Date Prepared By: Date: ifj 6/19/2008 County JudApproval Date ( C av (93 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 07/08 - 35.8 6/24/2008 FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 36500100 65050000 CR Building Maintenance 268.22 0100 36500100 67286000 DR Equipment - Other 268.22 Brazos Center To reallocate funds to allow for the purchase of an edger for the landscape division. Prepared By: Date: ifj 6/19/2008 Department Approval County Jud • Approval Date d.24F/ Date BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 07/08 - 35.9 6/24/2008 FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 3000 318400 51620000 31840800 CR Hourly -Overtime 527.00 3000 318400 60080000 _ 31840800 DR Clothing/Uniforms 400.00 3000 318400 72157000 31840800 DR Counseling Services 927.00 Juvneile Services: TJPC-Prog Sanctns 1-2-3 To reallocate funds to allow for additional counseling services needed. Prepared By: Date: ifj 6/20/2008 Department Approval County Jud9.e` proval ,/ 'DI O,5 Date Date PERSONNEL CHANGE OF STATUS REQUESTS ` Commissioner Court Date: June 24, 2008 Department Submitting Information: Human Resources Purpose of Submissions: Consider and Take Action on Change Requests Department Submitting Request(s) Applies To Employee Request Action Requested County Clerk - Elections Gallion, Seth Resignation Exposition Center Melton, Richard Termination Thompson, Hank New Hire Human Resources O'Gilvie, Shanna Budgeted Increase Justice of the Peace, Pct. 2.1 Lara-Hooge, Vera Cell Phone Allowance Juvenile Services Box, Gary Resignation Purchasing Wendt, Wm.Charles Completed Probation Williams, Leslie Completed Probation Road and Bridge Baranowski, Brian New Hire Barrera, Emilio Promotion Herrera, Reynaldo New Hire Sheriff's Office — Jail Davis, Jason New Hire Glick, Dustin Resignation Phariss, William Resignation Skoworn, Sheri Budgeted Increase Williams, Glenda Transfer within Dept. Tax Office Fulbright, Samantha New Hire Approved in Commissioners' Court: June 24, 2008: County Judge's or Commissioner's Signature: (This Copy to be attached to minutes) STATE OF TEXAS § COUNTY OF BRAZOS § BRAZOS COUNTY BRYAN, TEXAS ORDER NO. 08-009 PROHIBITING OUTDOOR BURNING IN BRAZOS COUNTY WHEREAS, the Commissioners Court of Brazos County finds that circumstances present in all or part of the unincorporated area of the county create a public safety hazard that would be exacerbated by outdoor burning; IT IS HEREBY ORDERED by the Commissioners Court of Brazos County that all outdoor burning is prohibited in the unincorporated area of the county for ninety (90) days from the date of adoption of this Order, unless the restrictions are terminated earlier based on a determination made by the Texas Forest Service or this Court. This Order is adopted pursuant to Local Government Code §352.081 and other applicable statutes. This Order does not prohibit outdoor burning activities related to public health and safety that are authorized by the Texas Natural Resources Commission for (1) firefighter training; (2) public utility, natural gas pipeline or mining operations; (3) planting or harvesting of agricultural crops; or (4) burns that are conducted by a prescribed burn manager certified under Section 153.048, Natural Resources Code, and meet the standards of Section 153.047, Natural Resources Code. In accordance with Local Government Code §352.081 (h), a violation of this Order is a Class C misdemeanor, punishable by a fine not to exceed $500.00. ADOPTED this 24th day of June, 2008 by a vote of 5 ayes and nays. ATTEST: en McQueen, County Clerk, Offi of the County Judge • 0 East 26th St. • t Randy/ ims, County Judge Suite 114 • Bryan, Texas 77803 • Fax: (979) 361-4503 INTERLOCAL AGREEMENT FOR THE CONSTRUCTION, ACQUISITION, IMPLEMENTATION, OPERATION AND MAINTENANCE OF THE BRAZOS VALLEY WIDE AREA COMMUNICATIONS SYSTEM (BVWACS) STATE OF TEXAS COUNTIES OF BRAZ0S AND WASHINGTON SS This Agreement is by and among the City of Bryan, City of College Station, City of Brenham, Brazos County, Washington County, and Texas A &M University. RECITALS A. The BVWACS Parties are combining their resources and desire to jointly acquire additional resources for the Brazos Valley Wide Area Communications System to improve the ability of public safety and public service radio communications internally and among themselves, and to allow direct access to, and exchange of data. B. The BVWACS Parties desire to join their Wide Area Communications System with the regional communications system of Harris County, Texas, and to create a mechanism to effectively administrate this endeavor pursuant to a separate agreement with Harris County in a manner consistent with this Agreement. C. The BVWACS Parties desire to provide for the organizational structure and funding support for the construction, acquisition, implementation, operation and maintenance of the Wide Area Communications System. AGREEMENT O:\Interlocal Agreements\Brazos County\Brazos Valley Wide a Communications ystem\BVWACS ILA 9.doc6/10/20083:13:48 PM Ion tq NOW, THEREFORE, in consideration of the mutual covenants herein, the BVWACS Parties agree as follows: 1. Definitions. 1.A. Annual Assessment means the proportionate share determined in accordance with that BVWACS Party's participation share as shown on Exhibit A of that Fiscal Year's Capital Costs and Operating Costs based on the approved Budget. 1.B. Brazos County means the corporate and political body of the state of Texas known as Brazos County. 1.C. Brenham means the City of Brenham. 1.D. Bryan means the City of Bryan 1.E. BVWACS Associates means those entities that are sponsored by a BVWACS Party that are eligible to use the licensed frequencies under FCC rules and regulations, that are using the BVWACS and that are not BVWACS Parties pursuant to the terms of this Agreement. 1.F. BVWACS Managing Entity means the Brazos Valley Council of Governments contracted to supervise the performance of this Agreement or any other BVWACS Party or third party entity designated to perform this function pursuant to the terms of this Agreement and pursuant to Section 791.013 Texas Government Code. 1.G. BVWACS Parties means the state political subdivisions that have entered into this Agreement for the construction, acquisition, implementation, operation and maintenance of the BVWACS, including Bryan, College Station, Brenham, Brazos County, Washington County, and Texas A & M University. Additional parties may be added from time to time pursuant to the terms of this Agreement. 1.I -L BVWACS Systems Manager means the Employee of the Managing Entity unless designated by the Governing Board otherwise tasked to perform services for BVWACS as set forth in this Agreement. 1.I. BVWACS Support Vendor means any of the one or more vendors selected to provide maintenance, repair, troubleshooting, and related services for the Brazos Valley Wide Area Communications System. 1.J. BVWACS Value means the undivided interest of a BVWACS Party in the BVWACS Infrastructure, Improvements and real property. Page 2 O:\Interlocal Agreements\Brazos County\Brazos ValleyMein Communicatils System\BVWACS ILA 9.doc6/10/20083:13:48 PM 1.K. College Station means the City of College Station. 1.L. Commencement Date means the date on which this Agreement has been duly approved by all BVWACS parties. 1.M. Costs include Capital Costs and Operating Costs as defined below: 1.M.1. Capital Costs means all costs incurred for the construction, acquisition and implementation of the BVWACS in accordance with the terms of this Agreement. Capital Costs includes expenditures for the construction, acquisition and implementation of any and all Improvements, Infrastructure, additions, replacements, upgrades and enhancements to the BVWACS; land acquisition costs, including appraisals, legal fees, surveys, and other costs associated thereto; the procurement of any hardware or software relating to the construction and implementation of any and all Improvements, Infrastructure, additions, replacements, upgrades and enhancements to the BVWACS; engineering studies, consulting reports, analysis, design and planning; the cost of obtaining all licenses; auditing and compliance with accounting principles and the fiscal and legal expenses relating thereto, and any and all other costs and expenses relating to the foregoing. The BVWACS will be implemented in phases. The Initial Phase is attached hereto and made a part hereof labeled Exhibit B. Notwithstanding any of the above, Capital Costs shall be processed in accordance with GASB 34 and GAAP Accounting Principles. 1.M.2. Operating Costs means all costs not specifically identified as Capital Costs and includes all fixed and variable costs and expenses incurred, directly or indirectly, in the operation and maintenance of the BVWACS consisting of, without limit, the direct purchase of goods and services, such as photographic supplies, developing and printing, educational materials, books, office supplies, postage, computer supplies, computer software, small tools and minor equipment, and minor computer hardware, office space or the value thereof; costs associated with contracts to supply goods and services, such as support contracts, rental of copy machines, vehicle maintenance and fuel costs, tower site and infrastructure insurance, building maintenance, computer hardware and software maintenance, printing and binding; Page 3 O:\Interlocal Agreements \ Brazos County\Brazos Valley Wide Area Communications System \BVWACS ILA 9.doc6/ 10/20083:13:48 PM personnel costs incurred by all entities for Employees approved in the Budget to support the BVWACS including, without limitation, wages, benefits, insurance, employment related taxes, employers' retirement contributions, phone allowances, pagers, education and seminar fees, travel for training, mileage reimbursement, and parking costs; and further including ongoing utility costs, security, and the normal, periodic maintenance, tuning, servicing, inspecting, parts replacement and repair and other similar activities that are intended to keep the BVWACS functioning efficiently and to maintain the useful life of the assets and reduce the probability of failures. The term includes all other items or expenses of a like or different nature reasonably required or desirable for the efficient maintenance and operation of the BVWACS in full compliance with all current and future regulatory requirements and the performance of the provisions of this Agreement; the provision of liability and other insurance in amounts and types determined necessary for the proper operation of BVWACS; assumption of legal liability of the BVWACS Parties to pay money to satisfy an arbitration award, administrative decision, settlement agreement, or court decision creating a judgment against one or more of the BVWACS Parties as a result of a third party claim arising out of or incident to the terms of this Agreement, including reasonable attorneys' fees and costs incurred in defending against same; and costs incurred in enforcing or defending the provisions of this Agreement, including reasonable attorneys' fees. Notwithstanding any of the above, Operating Costs shall be processed in accordance with GASB 34 and GAAP Accounting Principles. 1.N. Day unless otherwise described, means calendar day. 1.0. Employees means the person(s) employed by one or more of the Parties or by the Managing Entity, devoted exclusively to the construction, acquisition, implementation, operation and maintenance of the BVWACS as set forth in this Agreement. 1.P. FCC means the Federal Communications Commission. Page 4 O:\Interlocal Agreements\Brazos County\Brazos Valley Wide VOL mmupipatier \BVWACS ILA 9.doc6/10/?0083:13:48 PM t 1.Q. Fiscal Year means the fiscal year agreed upon by the entities signing this Agreement. The Fiscal Year in effect as of the execution of this Agreement commences on October 1st of each year and ends the following September 30th. 1.R Improvements means any structure, facility, addition, replacement, upgrades and enhancements to the BVWACS including, without limitation, hardware, software, equipment and real property acquired for increasing functionality, range or capacity of the Wide Area Communications System. 1.S. Infrastructure means collectively all Improvements, additions, replacements, upgrades and enhancements to real property or personalty, real property acquisition, and all system hardware and software procurement necessary for the normal operation of the BVWACS and excluding Subscriber Equipment. 1.T. Initial Phase means that first phase of Infrastructure and Improvements, including the Capital Costs relating thereto, for the Parties to utilize the BVWACS within the designated portions of the Service Area all as shown on Exhibit C. As proposed herein, the Initial Phase shall include radio voice communications but not data transmission. 1.U. Quarterly Assessment means a BVWACS Party's proportionate share of the Capital Costs and Operating Costs that are projected to be incurred and the amount of money projected to be expended during the next fiscal quarter as presented in an itemized schedule prepared by the Managing Entity, with the proportionate share determined in accordance with the participation share of the BVWACS Party shown on Exhibit A. 1.V. Remaining Parties means those BVWACS Parties to this Agreement who remain committed to this Agreement if one or more BVWACS Parties withdraw from this Agreement or is terminated pursuant to the terms of this Agreement. 1.W. Service Area means that geographical area designed to serve the Parties for the BVWACS as same may, from time to time, be amended through approval by the Governing Board. A map of the initial Service Area is attached hereto as Exhibit C. 1.X. Standard Terms and Conditions means the terms and conditions listed in Exhibit D that must be included in all BVWACS Associate Interlocal Cooperation Agreements. Page 5 O:\Interlocal Agreements\Brazos County\Brazos Valley WideL ArcCommunications System \BVWACS ILA 9.doc6/10/20083:13:48 PM 1.Y. Subscriber Equipment means the portable radios, mobile radios, control station radios, radio consoles and other equipment operated by BVWACS Parties and BVWACS Associates accessing BVWACS. 1.Z. Terminated Party means a BVWACS Party who has received a notice of termination and whose participation in the BVWACS Agreement has been terminated for default, after it failed to cure the default in a timely manner. 1.AA. Termination Date means twelve (12) months from the date of the notice of withdrawal when a BVWACS Party gives notice of its intention to withdraw from this Agreement and terminate its participation in BVWACS. 1.BB. Washington County means the corporate and political body of the state of Texas known as Washington County. 1.CG Wide Area Communications System or BVWACS means the Regional Voice and Data Radio System serving the Brazos County and Washington County, Texas areas as shown on a Service Area map attached as Exhibit C as same may from time to time be amended as provided in this Agreement, implemented by Parties for public safety and public service purposes in accordance with the terms herein and pursuant to applicable law for such type of public communications system. 1.DD. Withdrawing Party means a BVWACS Party who gives notice of its intention to withdraw from this Agreement and terminate its participation in BVWACS. 2. Term of Agreement The term of this Agreement shall be effective when this Agreement has been duly approved by all BVWACS Parties (termed the Effective Date), subject to the BVWACS Parties' rights of termination in this Agreement. The initial term of this Agreement is from the Effective Date to the next occurring September 30th. After that, this Agreement automatically renews for up to a maximum of four (4) additional terms of Twelve (12) months on October 1 of each year, subject to the BVWACS Parties' rights of termination in this Agreement. Nothing in this Agreement will prevent the BVWACS Parties from entering into a separate Agreement with another group or entity providing similar radio services provided such Party continues to adhere to the terms and conditions of this Agreement. 3. Purpose. The purpose of this Agreement is to establish an organizational and management structure for the construction, acquisition, implementation, ongoing administration, Page 6 O:\Interlocal Agreements \ Brazos County\Brazos Valley Wide Area Communications S tem\BVWACS ILA 9.doc6/10/20083:13:48 PM jjrA. operation, and maintenance of the BVWACS by the Parties, including establishing a budget proposal process, a funding process, and the allocation of Costs associated with the construction, acquisition, implementation, operation, maintenance, and Improvements to the Wide Area Communications System. The BVWACS Patties have developed initial objectives, attached as Exhibit E, and evaluation factors, attached as Exhibit F. 4. Governing Board. 4.A. Purpose. The Governing Board shall set policy for the BVWACS, direct and approve the operating policies and procedures of the Operating Board, adopt a draft budget annually, and carry out any and all other appropriate tasks necessary for the proper functioning of the BVWACS. The Governing Board may exercise such powers and duties as authorized under this Agreement. 4.B. Composition. The Governing Board shall consist of one member from each of the BVWACS Parties. Governing Board Members should be public officials or senior executive level employees of their respective BVWACS Party. The Governing Board is initially composed of Bryan's mayor, College Station's mayor, Brenham's mayor, Brazos County's Judge, Washington County's Judge, and Texas A & M's Vice President and Associate Provost for Information Technology. Governing Board Members may designate in writing an individual within their entity to act in their place. The governing body of a BVWACS Party may designate in writing a change in that BVWACS Party's Governing Board Member. 4.C. Officers. The Governing Board shall elect a chair, vice -chair, and other officers annually. The BVWACS Managing Entity shall provide secretarial services and other administrative support services to the Governing Board. 4.D. Meeting Requirements. The Governing Board shall meet at least semi- annually, but special meetings may be called by the request of one (1) or more Governing Board Members. These meetings shall be held in compliance with the Texas Open Meetings Act. These meetings shall be publicly posted 72 hours before the meeting by the Chair of the Governing Board. Meeting notices and meeting agenda shall be sent to members of the Governing Board at least 72 hours before the meeting. Page 7 O:\Interlocal Agreements \ Brazos County\Brazos Valley Wide Area Communications S \ System ILA 9.doc6/10/20083:13:48 PM nl 4.E. BVWACS Improvements. The Governing Board may develop agreements defining the roles and responsibilities of the BVWACS Parties for BVWACS Improvements at the time the BVWACS Improvements are approved by the BVWACS Parties. The funding for these BVWACS Improvements shall be included in these agreements. Unless otherwise agreed by the BVWACS Parties in writing, funding for the cost of BVWACS Improvements that are constructed or acquired to benefit one (1) or more individual BVWACS Parties shall be paid only by the BVWACS Parties benefiting from such BVWACS Improvements. 4.F. Quorum and Voting. No action may be taken by the Governing Board unless a quorum is present. A quorum shall consist of a majority of members. Unless expressly stipulated otherwise in this Agreement or unless required differently pursuant to applicable law, the affirmative vote of a majority of members is required for the Governing Board to adopt any resolution or take any action. Each member of the Governing Board shall have one vote. 5. Operating Board. 5.A. Purpose. The management and technical operation of the BVWACS is overseen by an Operating Board which ensures that the policies set by the BVWACS Governing Board are carried out and which provides overall BVWACS advice as to the construction, acquisition, implementation, operation and maintenance of the BVWACS and provides advice to the BVWACS Managing Entity. 5.B. Composition. The Operating Board consists of one member appointed by each of the BVWACS Parties. In addition, each BVWACS Party may designate in writing an alternate ("Alternate") to act in place of its appointed Operating Board member. Notice of a change in designated Board Members or Alternate by a BVWACS Party may be made by sending written notice of the newly designated Board Member(s) or Alternate to the Chair of the Operating Board, with a copy to the BVWACS Managing Entity. The composition of the initial Operating Board is shown in Exhibit G. 5.C. Duties. The Operating Board shall meet at least quarterly. The Operating Board shall examine the apportionment of BVWACS Capital Costs and Operating Costs among the BVWACS Parties and recommend any adjustments needed to the Governing Board. The Operating Board shall annually submit a draft Operating and Page 8 O:\Interlocal Agreements \ Brazos County\Brazos Valley Wide Area,, omnwnicationns Stem\BVWACS ILA 9.doc6/10/?0083:13:48 PM d ,j Capital Program budget for presentation to the Governing Board by February 1 of each year unless directed otherwise by the Governing Board regarding funds needed to improve, operate, maintain, and use the BVWACS. The Operating Board shall review and recommend the operating policies and procedures for the BVWACS, including policies related but not limited to system security, fleetmap management, capacity management, and interoperability with other radio systems and equipment. The Operating Board shall regularly review the evaluation factors for the BVWACS as described in Exhibit F of this Agreement and take needed actions to ensure reliable BVWACS performance. The BVWACS Managing Entity, together with the Operating Board, shall develop and recommend to the Governing Board BVWACS Improvements as needed to ensure optimal BVWACS functionality and performance. The Operating Board shall consider the impact of proposed BVWACS Associates and proposed new Parties to this Agreement on the capacity of the BVWACS and recommend approval or denial of requests to sponsor an entity as an Associate or to add an additional party to this Agreement. In addition, the Operating Board annually provides input to the Governing Board and to the BVWACS Managing Entity on the performance of the BVWACS Systems Manager. 5.D. Terms. The term of each Board Member shall be determined by the appointing BVWACS Party. All Board Members serve at the pleasure of their appointing BVWACS Party. 5.E. Attendance Requirements. Either a Board Member or Alternate shall attend all meetings. If a BVWACS Party has no representation at more than 25% of the meetings during any calendar year, the BVWACS Party shall appoint new Board Member(s) and new Alternate(s). Operating Board meetings are scheduled by the Operating Board Chair. 5.F. Chair, Vice -Chair, and Secretary. The Operating Board Members elect the Chair, Vice -Chair, and Secretary in the first month of each Fiscal Year. The Chair is responsible for scheduling meetings and providing Operating Board members with meeting notices. One of the duties of the Secretary shall be to record and track attendance of Board Members and Alternates. The BVWACS Managing Entity Page 9 O:\Interlocal Agreements\Brazos County\Brazos Valley Wide Are, mmunicati ns Systgm\BVWACS ILA 9.doc6/ 10/20083:13:48 PM provides or arranges staff support to make written minutes of each Operating Board meeting and provides other needed logistical support for the Operating Board. 5.G. Procedures at Meeting. The Chair presides at the meetings and the Vice - Chair acts in the absence of the Chair. No action may be taken by the Operating Board unless a quorum of Board Members are present. A quorum shall consist of a majority of Board Members. The Chair shall provide the Board Members with at least 20 days notice of proposed dates for regular meetings. Any Board Member may place items on the Operating Board's meeting agenda by submitting the item to the Chair at least ten days before the next meeting. The Chair shall submit the agenda to the Board Members no later than seven days before the meeting. Each Board Member shall have one vote. The affirmative vote of more than 50 per cent of all the members of the Operating Board is required to adopt any resolution or take any action. Voting by proxy or delegate is permitted. 5.EL Actions of Operating Board. The Operating Board may not take any action that would violate any applicable statute, law, regulation, court order, ordinance, commissioners' court order, city charter provision, articles of incorporation or other governing document. If any such action is taken, it is null and void. 5.I. Special Meetings. The BVWACS Managing Entity may call meetings upon 72 hours written notice to the Board Members to conduct regular business matters or to address budget related items, which may require action by the Parties' governing bodies to increase or decrease currently budgeted expenditures. The Chair or a majority of the Board Members may also call special meetings of the Operating Board. In the event of an emergency, the notice provision herein shall be suspended. 6. Amendments to Agreement. Any BVWACS Party may propose an amendment to this Agreement to the Operating Board. The Operating Board considers the amendment and makes a recommendation to the Governing Board for consideration. The Governing Board shall review amendments to this Agreement and may recommend approval of the amendment to the governing bodies of the BVWACS Parties. An amendment to this Agreement shall be effective when approved by the governing bodies of five of the six BVWACS Parties. A BVWACS Party whose governing body does not approve an amendment to this Agreement Page 10 O:\Interlocal Agreements \Brazos County\Brazos Valley Wide Area Communications S_ em\BVWACS ILA 9.doc6/10/20083:13:48 PM adopted as provided above, may withdraw from participation in the BVWACS as described elsewhere in this Agreement. 7. Construction, Acquisition and Implementation of BVWACS. 7.A. Initial Phase. The Initial Phase of the BVWACS shall be comprised of current Infrastructure and Improvements owned by one or more of the Parties hereto plus additional Infrastructure and Improvements to be constructed or acquired. Exhibit B sets out the Infrastructure, Improvements and real property currently owned by one or more of the Parties as well as the additional proposed BVWACS Infrastructure and BVWACS Improvements that will comprise the Initial Phase. The Parties agree that the Initial Phase of the BVWACS shall be as set forth in Exhibit B. 7.B. Ownership and Permission. Ownership of Infrastructure and Improvements currently owned by the Parties shall remain the property of such Party. Permission for all BVWACS Parties, BVWACS Associates, the BVWACS Managing Entity and their respective agents and representatives to access and use such Infrastructure and Improvements as part of the BVWACS in accordance with this Agreement is herein granted. New BVWACS Improvements and BVWACS Infrastructure shall be owned as tenants in common among the Parties then in existence at the time funding was provided for such BVWACS Improvements or BVWACS Infrastructure. 8. Staffing and Operations. B.A. Designation of Managing Entity. The Governing Board shall designate one of the BVWACS Parties or a mutually agreed upon third party as the Managing Entity for the BVWACS. The initial Managing Entity shall be the Brazos Valley Council of Governments. 8.B. BVWACS Systems Manager. The Managing Entity is responsible for providing the BVWACS Systems Manager. This may be a full time Employee or, with the approval of the Governing Board, contracted third party devoted to managing the construction, acquisition, implementation, operation and maintenance of the BVWACS under the direction of the Managing Entity. The Operating Board will serve in an advisory capacity to the BVWACS Systems Manager on behalf of the Governing Board. The BVWACS Systems Manager shall be an Employee of the Managing Entity unless the Governing Board designates otherwise. As its. Page 11 O:\Interlocal Agreements\Brazos County\Brazos Valley Wide Are mmunications SysteneVWACS ILA 9.doc6/10/?0083:13:48 PM Employee, the Managing Entity shall be responsible for the hiring, firing, performance review, training and education, provision of health and retirement benefits and all other costs associated with this position as well as costs associated with being an Employee of the Managing Entity; subject to reimbursement by the Parties through adoption of BVWACS Budget which shall include the costs of all Employees. The Managing Entity shall obtain input from the Governing Board before taking any formal action regarding performance, including annual reviews, with respect to such Employee. 8.C. Management Duties of the BVWACS Managing Entity. The BVWACS Managing Entity will manage the BVWACS on a day to day basis. Responsibilities include the following plus any other duties as determined by the Governing Board: 8.C1. Management. Perform ongoing management of the construction, acquisition, implementation, operation and maintenance of the BVWACS; 8.C2. Coordination with other radio systems. Serve as principle coordinator with other radio systems as determined by the Governing Board; 8.C.3. Minutes. Maintain minutes of the Governing Board and Operating Board meetings; 8.C4. Recommendations. Make recommendations to the Operating Board regarding proper performance of the BVWACS under the terms of this Agreement; 8.C.5. Supervision. Supervise additional Employees as applicable; 8.C.6. Dispute Resolution. Assist in the administrative dispute process as set out elsewhere in this Agreement. 8.C.7. Agreement Copy. Maintain and make available at all reasonable times to the Operating Board and to the Governing Board a current copy of this Agreement, including any amendments and the most current version of all Exhibits together with copies of the most current versions of any subsequently developed operating procedures or standards; 8.C.8. Financial Responsibilities. Reconcile the budget on a quarterly basis or as requested by the Governing Board. Prepare draft budget, coordinate purchasing, conduct inventories, assist with any audits and handle such other fiscal matters as may be directed by the Governing Board; Page 12 O:\Interlocal Agreements\Brazos County\Brazos Valley Wide Area Conununi . io $hem\BVWACS ILA 9.doc6/ 10/20083:13:48 PM 8.C9. Reports. Provide such performance reports, projection reports and other reports regarding the technical, operational, fiscal and other aspects of the BVWACS as required by the Governing Board or Operating Board; 8.C.10. Record Keeping. Maintain and keep current all records, legal documents, contracts, manuals, warranties, etc. relating to the BVWACS and make same available for review by any of the Parties upon request; 8.C.11. Contract Administration. Administer all contracts for the construction, acquisition, implementation, operation and maintenance of the BVWACS; 8.C.12. Project Management. Oversee the management of all projects relating to the construction, acquisition and implementation of Infrastructure and Improvements to the BVWACS; 8.C.13. Standard Operating Procedures. Develop, distribute and keep current standard operating procedures for the BVWACS as directed by the Operating Board; 8.C.14. BVWACS Availability. Ensure operational and technical availability of the BVWACS features to the Parties and Associates in accordance with the goals and objectives set forth herein and that support interaction and communications with other public safety radio systems. 8.C.15. Grant Administration. Oversee the application, administration and financial management of grant funding programs available for the construction, acquisition, implementation, operation and maintenance of the BVWACS. This includes performing as a recipient or sub -recipient for the BVWACS Parties in relation to such grant programs. 8.D. Staffing. There may be such other Employees as may, from time to time, be budgeted and approved by the Governing Board. The BVWACS Parties through action of the Governing Board may elect to contract out some or all services relating to the construction, acquisition, implementation, operation and maintenance of the BVWACS. The initial number and types of Employees to be provided or funded by the BVWACS Parties are shown in Exhibit FL Notwithstanding anything herein to the contrary, personnel provided by one or more of the Parties to support the BVWACS are, and shall exclusively remain, employees of their respective entity, Page 13 O:\Interlocal Agreements\Brazos County\Brazos Valley Wide Area Communications System \BVWACS ILA 9.doc6/10/20083:13:48 PM 09 ()JD subject to all of the employment rules and personnel policies of that entity. The personnel costs necessary to support the BVWACS are included in each year's draft budget submitted to the Parties, subject to the provisions in Section 9. Budget, and Section 18. Effect of Breach and Default. 8.E. Operating Procedures. The BVWACS Managing Entity shall ensure that standard operating procedures are prepared to govern the day-to-day management and operation of the BVWACS and BVWACS staff ("Standard Operating Procedures") as may be directed by the Governing Board, and shall submit such Standard Operating Procedures to the Operating Board for review and approval. Standard Operating Procedures shall be annually reviewed by the Operating Board and updated as needed. The BVWACS Managing Entity also monitors the implementation of and compliance with the Standard Operating Procedures. If there is any conflict between the Standard Operating Procedures and the employment rules and personnel policies of the entities, then the employment rules and personnel policies of the entities control as they impact that entities' staff supporting the BVWACS. The Operating Board shall also oversee the development and implementation of corrective measures policies. 8.F. Roles and Responsibilities. The BVWACS Parties shall use the BVWACS in a manner consistent with the Standard Operating Procedures, directives of the Governing Board and in compliance with applicable FCC rules and regulations. The BVWACS Parties shall follow the established Standard Operating Procedures and Governing Board directives regarding the programming and addition of Subscriber Equipment to the BVWACS. The BVWACS Parties are encouraged to utilize and improve the interoperation capabilities of the BVWACS. BVWACS Parties shall utilize the BVWACS Managing Entity as their primary point of contact for requests for BVWACS Improvements when dealing with problems, or to answer questions. BVWACS Parties shall work in good faith with the BVWACS Managing Entity to help resolve problems. Using Standard Operating Procedures or other directives from the Governing Board, BVWACS Parties shall have access to system reports including, but not limited to, system usage, utilization and performance. A BVWACS Party is financially responsible for any FCC penalties, fines or other Page 14 O:\Intedocal Agreements \ Brazos County\Brazos Valley Wide Ar 4Conununications Svtem\BVWACS ILA 9.doc6/10/20083:13:48 PM ft "p'�►`- IL financial encumbrance caused by the actions of that BVWACS Party and any BVWACS Associate sponsored by it. 8.G. Capacity Management. The BWACS Managing Entity shall develop a policy for capacity management and submit the policy to the Operating Board for review and approval. This policy shall be reviewed annually by the Operating Board, and updated as needed to ensure appropriateness and applicability with current BVWACS needs and industry standards and practices. 8.H Withdrawal of Managing Entity. In the event the current entity ceases to be the BVWACS Managing Entity and the BVWACS Managing Entity is not a BVWACS Party subject to the provisions of Section 17.B herein, the Governing Board Members representing five of the six BVWACS Parties shall appoint a replacement BVWACS Managing Entity. Within ten (10) days after receipt of notice of the identity of the replacement BVWACS Managing Entity, the current BVWACS Managing Entity shall: 8.EL1 Possession. Transfer control and possession of all BVWACS Infrastructure, BVWACS Improvements including BVWACS real property owned as tenants in common pursuant to this Agreement to the replacement BVWACS Managing Entity. 8.H.2 Conveyance of Real Property. Transfer any and all ownership rights it may have to real property acquired pursuant to the terms of this Agreement to the BVWACS Parties. 8.H.3 Evidence of Ownership. Provide evidence and documentation adequate to prove ownership of the BVWACS Infrastructure, BVWACS Improvements or real property, including, wherever applicable, transferring all rights, title and interests, including proprietary and intellectual property rights, to enable the replacement BVWACS Managing Entity to manage, upgrade, update, maintain, and operate or to sell, convey or otherwise dispose of the BVWACS Infrastructure, BVWACS Improvements or real property if or when the BVWACS Parties determine that this is appropriate, and 8.I L4. Operations and Legal Documents. Transfer the originals of all deeds, operations manuals, warranties, bills of sale, licenses, leases, titles and other Page 15 O:\Intedocal Agreements\Brazos County\Brazos Valley Wide ,a Communications System \BVWACS ILA 9.doc6/ 10/20083:13:48 PM it -...,ta., legal documents related to BVWACS Infrastructure, BVWACS Improvements or BVWACS real property to the replacement BVWACS Managing Entity. 9. Budget. 9.A. Budget Adoption. The Governing Board shall annually approve a draft BVWACS Budget upon the approval of five of its six members in accordance with the timeframes set forth herein and recommend approval of the Budget to the governing bodies of the BVWACS Parties, including approval to appropriate their proportionate share of the BVWACS Budget. All Operating Costs must be included in each annual BVWACS Budget as well as any Capital Costs. The Budget shall include any and all costs relating to Employees in implementing and maintaining the BVWACS. If any BVWACS Party does not agree with the draft BVWACS Budget as presented, it must provide the Governing Board with a detailed explanation of its issues with the draft Budget within 30 days after receipt of it. Each member of the Governing Board shall consult with its governing body or appropriate budget review personnel before voting to approve any Budget. 9.B. Annual Operating Costs Budget. The annual Operating Costs shall be shared according to the participation levels shown in Exhibit A. Each year the BVWACS Managing Entity, following and abiding by its budgeting and accounting practices, shall prepare an annual Operating Costs budget ("Operating Budget") on a fiscal year basis and submit this budget to the Operating Board. The Operating Budget must provide for all Operating Costs. The Operating Board shall review and adjust, as needed, the Operating Budget and then submit its recommendation to the Governing Board. The Governing Board shall, no later than March 1st of each year, approve a draft budget and recommend approval of the Operating Budget by each BVWACS Party and appropriation of their proportionate share of the Operating Budget in their next Fiscal Year's budget. If budgeted amounts exceed actual expenditures, the unexpended balances shall be credited against the budgeted expenditure amounts in the Operating Budget for the next Fiscal Year unless refunded to the Party at such Party's request. Page 16 O:\Interlocal Agreements\Brazos County\Brazos Valley Wide Communi- io tem\BVWACS ILA 9.doc6/10/?0083:13:48 PM 9.C. Annual Capital Costs Budget. A Capital Costs budget shall be prepared annually using the same process for adoption as the Annual Operating Costs Budget except that while the Capital Costs budget is prepared annually, the planning period for Capital Costs is five (5) years. Unless otherwise agreed by the BVWACS Parties, Capital Costs shall be shared according to the participation levels shown in Exhibit A; provided, however, that the Capital Costs that are incurred to benefit only one or more individual BVWACS Parties shall be paid by the BVWACS Parties benefiting from such BVWACS Improvements and Infrastructure. 9.D. Budgeted Expenditures. After the Budget has been approved and funded by the BVWACS Parties, the BVWACS Managing Entity is authorized to incur costs in accordance with the Budget. Any costs to be incurred in excess of the approved and funded Operating Costs or Capital Costs Budget amounts require additional budget approval and funding, or re -allocation of existing funds, by the BVWACS Parties. 9.E. Other BVWACS Fees. Fees payable by BVWACS Associates are determined by the terms of their BVWACS Associate Interlocal Cooperation Agreement. Funds received by new Parties are determined in accordance with this Agreement. 9.F. Funding Transfers to the Managing Entity. Once each BVWACS Party appropriates its portion of the BVWACS Budget in its annual budgetary process, the Managing Entity shall provide timely and accurate invoices to facilitate the transfer of funds by each BVWACS Party to the Managing Entity, and the Parties shall each comply with the following procedures to facilitate payment by the Managing Entity to the BVWACS vendors and contractors: 9.F.1. Quarterly Assessment. At least 60 days prior to the beginning of each Quarter of the Fiscal Year, the BVWACS Managing Entity shall give the Operating Board, for its review, an itemized schedule of the Capital Costs and Operating Costs that are projected to be incurred, and the amount of money projected to be expended, during the next quarter. At least 30 days prior to the beginning of each Quarter, the Managing Entity shall send each BVWACS Party an invoice for its Quarterly Assessment. 9.F.2. Approval. Each BVWACS Party must approve or dispute its Quarterly Assessment and provide written notice of any dispute to the BVWACS Managing Entity within 15 business days after receipt of the Page 17 O:\Interlocal Agreements \Brazos County\Brazos Valley Wide Area Cijrnunicitions Systen \BVWACS ILA 9.doc6/ 10/ 20033:13:43 PM invoice for the Quarterly Assessment. If a dispute concerning the Quarterly Assessment is not resolved by the time the BVWACS Party is required to remit payment, the matter shall be resolved in accordance with the procedures set forth in Section 21, Dispute Resolution. 9.F.3. Payment Instructions. The Managing Entity must provide payment instructions to each BVWACS Party for the transfer of BVWACS Party funds to the Managing Entity. 9.F.4. BVWACS Party Funds. Each BVWACS Party must pay its Quarterly Assessment to the Managing Entity no later than 60 calendar days after receipt of an invoice in accordance with the resolution of any dispute about the Quarterly Assessment. 9.F.5. BVWACS Fund. The Managing Entity shall establish a separate fund for BVWACS in its accounting records ("BVWACS Fund") that is dedicated to the administration of the BVWACS. All funds received from BVWACS Parties and other BVWACS revenues, including any interest earned, shall be credited to the BVWACS Fund. All BVWACS obligations shall be debited from the BVWACS Fund. The records for the BVWACS Fund shall be maintained in compliance with generally accepted accounting principles. 9.F.6. Accounting. The BVWACS Fund is managed by the Managing Entity in the same manner as the Managing Entity manages funds held in its depository accounts. Funds associated with the BVWACS, including accrued interest, shall be accounted for separately by the Managing Entity for the benefit of the BVWACS Parties, unless otherwise required by law or this Agreement. 9.F.7. Statements. The BVWACS Managing Entity is responsible for providing quarterly statements showing the credits to and debits from the BVWACS Fund, including any income earned, to each Party on or before the 20th day of the first month following the end of such quarter. The quarterly statements must include beginning and ending BVWACS Fund balances. Statements for `year-end' fund status must be provided as soon after year-end closeout as possible. Page 18 O:\Interlocal Abreements\Brazos County\Brazos Valley Wide Area Communications System \BVWACS ILA 9.doc6/10/?0083:13:48 PM VOL I o9 a_15 9.F.8. Payments. Subject to the availability of sufficient funds in the BVWACS Fund, the Managing Entity shall pay BVWACS contractors and vendors in compliance with the Texas Prompt Payment Act. 9.F.9. Reports. The BVWACS Managing Entity is responsible for providing each BVWACS Party with a quarterly written financial report on the Budget, including current BVWACS Cost projections for the succeeding quarter. 9.G. Funding. The BVWACS Parties specifically acknowledge that funding for each BVWACS Party's share of the BVWACS Operating Budget and Capital Costs Budget goes through that BVWACS Party's normal budgeting process; and upon approval by its governing body, is payable from current revenue available to each funding BVWACS Party. Purchase, operation and maintenance costs of Subscriber Equipment are the responsibility of each BVWACS Party. 9.11 Failure to Appropriate. The failure of a BVWACS Party to appropriate its proportionate share of the BVWACS Budget by the first day of the Fiscal Year for which the Operating Budget and Capital Costs Budget is applicable shall be a material default of such BVWACS Party under this Agreement, and the BVWACS Parties shall follow the procedures for termination of a BVWACS Party set out in this Agreement addressing the effect of breach and default. 9.I. Partial Funding. If any BVWACS Party appropriates less than its proportionate share of Operating Budget and Capital Costs budget for any year, or if any BVWACS Party fails to pay its Quarterly Assessment, (herein called the "Underfunding Party") the other BVWACS Parties, acting through the Governing Board may take one or more of the following actions: 9.I.1. Suspension of Representation. Remove the Governing Board representation and voting rights for the Underfunding Party. 9.I.2. Service Reduction. Reduce the BVWACS services being provided to the Underfunding Party. 9.I.3. Notice of Underfunding. Send the Underfunding Party a notice stating the amount of underpayment, which is the difference in the Underfunding Party's Quarterly Assessment and the amount of funding provided by the Underfunding Party ("Deficiency"). Said Deficiency is an Page 19 O:\Interlocal Agreements \ Brazos County\Brazos Valley Wide Area Communications System\BVWACS ILA 9.doc6/10/20083:13:48 PM u� ate obligation of such Underfunding Party subject to the Prompt Payment Act. Each Underfunding Party agrees that its future right to participate in the BVWACS is dependent upon fully paying its Quarterly Assessments. The Underfunding Party must appropriate and pay the Deficiency, and its entire Quarterly Assessment for the remainder of that Fiscal Year. 9.I.4. Budget Revision. Amend the BVWACS Operating Budget and Capital Costs budget by reducing costs and/or increasing the amounts paid by the other BW/ACS Parties. 9.I.5. Termination of Participation. Terminate the Underfunding Party's participation in this Agreement by following the procedure for termination of a BVWACS Party, if the level of funding is deemed by the other BVWACS Parties to be substantially a failure to fund. 9j. Asset Management. BVWACS Infrastructure shall be tracked in accordance with standard operating procedures approved by the Operating Board. These procedures must be consistent with generally accepted accounting principles for property held as tenants in common for one or more of the BVWACS Parties. If any BVWACS Infrastructure needs to be retired, the BVWACS Managing Entity will provide this information to the Operating Board for approval prior to removal. At a minimum, the BVWACS Managing Entity shall provide the asset serial number, asset ID tag (if any), location from which it is to be removed and description of the asset. The asset to be retired shall be disposed as directed by the Governing Board upon receiving the recommendation of the Operating Board. Any funds received from the disposal of the asset shall be credited as revenue in the BVWACS Fund and shown in the next BVWACS Capital Costs budget. These funds are managed in accordance with the provisions of this Agreement. With respect to Infrastructure, Improvements and real property owned by only one or some of the Parties and that is not listed as BVWACS Infrastructure, BVWACS Improvements, or BVWACS real property, right of access, license and use is herein granted by such Parties to all Parties and to the BVWACS Managing Entity as necessary for BVWACS purposes as determined by the Governing Board. With respect to future Infrastructure, Improvements and real property owned by only one or some of the Parties, such Parties agree that all rights of access, use or licenses Page 20 O:\Interlocal Agreements\Brazos County\Brazos Valley Wide Area Communications System\BVWACS ILA 9.doc6/10/20083:13:48 PM required to make same a part of the BVWACS shall be granted. No Infrastructure, Improvement or real property owned by only one or some of the Parties may be conveyed to a third party, destroyed or otherwise removed from the BVWACS without giving at least 12 months advance notice. Failure to do this shall be considered a failure to perform substantially such Party's or Parties' material obligations under this Agreement, and the provisions of Section 18. Effect of Breach and Default shall apply. The Governing Board may determine to file Certificates of Memorandums in the deed records of the county where an asset owned by one or more Parties is located notifying the public regarding BVWACS rights associated with such asset. 10. BVWACS Associates. 10.A Procedure for Becoming BVWACS Associate. To use the BVWACS, an entity must be either a BVWACS Party or BVWACS Associate. To become a BVWACS Associate, a BVWACS Party must sponsor the entity. A BVWACS Party may only sponsor BVWACS Associates to the extent that it has a portion of its share of BVWACS capacity that is unused and therefore available to assign. A BVWACS Party may not sponsor any entity unless the entity is eligible to use the BVWACS licensed radio frequencies under FCC rules, regulations and practices. A BVWACS Party may sponsor one or more entities as BVWACS Associates. BVWACS Parties shall use the following procedure for sponsoring an entity: 10.A.1. Share of Capacity. Determine the extent of the BVWACS Party's share of the BVWACS capacity that is available for assignment to the entity. 10.A2. Anticipated Usage. Determine the anticipated usage of the entity to be sponsored based on talk time if available, the number of radios used by the entity and other relevant information as determined by the Governing Board. 10.A.3. Compatibility. Determine the compatibility of the Subscriber Equipment used by the entity with the system and the impact of their inclusion in the system based on voice traffic, talk -group needs, and functionality. 10.A.4. Associate Agreement. Negotiate a BVWACS Associate Interlocal Cooperation Agreement with the prospective BVWACS Associate that Page 21 O:\ Interlocal Agreements \ Brazos County\BmzosValley Wide �A Communic ions tem \ BVWACS ILA 9.doc6/10/20083:13:48 PM Q'`" I' includes the Standard Terms and Conditions as well as any other terms and conditions related to payment, term of agreement, nature of the services to be provided, curtailment of services or termination of the authority to continue use of the BVWACS for breach, withdrawal by the entity, and other matters that they desire as long as they are not contrary to or more expansive than the Standard Terms and Conditions or the terms and conditions of this Agreement. 10.A.5. Report to Board. Present a report to the Operating Board that includes the anticipated usage of the entity, the number of radios or equipment used by the entity, the compatibility of the radios or equipment used by the entity with the system and any other information relevant to whether the addition of the entity is likely to cause the BVWACS Party to exceed its share of the BVWACS capacity. 10.A.6. Board Approval of Draft Agreement. Present a draft copy of the proposed BVWACS Associate Interlocal Cooperation Agreement to the Operating Board so that it can verify that the agreement contains the Standard Terms and Conditions and is consistent with the terms and conditions of this Agreement. 10.A.7. Parties Approval of Associate Agreement. Obtain approval of the BVWACS Associate Interlocal Cooperation Agreement by the governing bodies of the sponsoring Party and the prospective BVWACS Associate to the agreement. 10.B. Operating Board Duties. The Operating Board shall review the report of the BVWACS Party asking to sponsor an entity as a BVWACS Associate and evaluate the following: 10.B.1. Impact on current and future BVWACS voice traffic capacity. 10.B.2. Impact on current and future BVWACS talkgroup capacity. 10.B.3. Impact on overall current and future BVWACS functionality. The Operating Board shall review the proposed BVWACS Associate Interlocal Cooperation Agreement to be entered into by the BVWACS Party asking to sponsor an entity as a BVWACS Associate and determine whether it includes the Standard Terms and Conditions. Page 22 O:\Interlocal Agreements \ Brazos County\Brazos Valley Wide Area Communicaations�ystem\BVWACS ILA 9.doc6/10/?0083:13:48 PM If the impact on these three aspects of the BVWACS capacity is not likely to result in that BVWACS Party's exceeding its share of the BVWACS capacity or to detrimentally affect the overall current and future functionality of the BVWACS, and the proposed BVWACS Associate Interlocal Cooperation Agreement includes the Standard Terms and Conditions, the Operating Board shall recommend approval of the request to sponsor the entity to the Governing Board. 10.C. Governing Board Approval. The Governing Board must approve all BVWACS Association Interlocal Cooperation Agreements before such prospective BVWACS Associate may access or use the BVWACS. 10.D. Capacity for Sponsoring BVWACS Associates. Initially, a BVWACS Party's share of the capacity of the BVWACS is based on the participation levels stated in Exhibit A. Two years after system acceptance of the BVWACS or when adequate information is available, whichever occurs first, BVWACS capacity is based on the capacity management process recommended by the Operating Board and approved by the Governing Board. The share of capacity used may be adjusted as Infrastructure or Improvements are made to BVWACS. A BVWACS Party may use its share of BVWACS capacity for its own purposes or may allocate a portion of that share through a BVWACS Associate Interlocal Cooperation Agreement. In no event shall sponsoring a BVWACS Associate cause alteration to the Participation Table set forth in Exhibit A. 10.E. Financial Effect of Sponsoring BVWACS Associate. When a BVWACS Party authorizes another entity to use a portion of its share of BVWACS capacity, that BVWACS Party remains responsible for full payment of its entire cost share of the BVWACS. 10.F. Sponsor's Control of BVWACS Associate's Access to BVWACS. If a BVWACS Party requests that the BVWACS System Manager disable all or part of the services available to a BVWACS Associate sponsored by that BVWACS Party, the BVWACS System Manager shall comply with these requests and disable the portion of the services available to a BVWACS Associate requested by the BVWACS Party as soon as practicable. 10.G. Responsibility for Subscriber Equipment. BVWACS Associates are responsible for purchasing and providing their own Subscriber Equipment to be Page 23 O:\Interlocal Agreements \Brazos County\Brazos Valley Wide Are mmunicat ns t m\BVWACS ILA 9.doc6/10/20083:13:48 PM used on the BVWACS. The purchase of Subscriber Equipment shall be coordinated with the BVWACS Managing Entity. 10.H Additional Units. BVWACS Associates are not allowed to add units to the BVWACS without approval from their sponsoring BVWACS Party. 10.I. Changes to Operations. Each BVWACS Party that has sponsored BVWACS Associates is responsible for informing the BVWACS Associates of changes in BVWACS Standard Operating Procedures. 11. New BVWACS Parties. 11.A. New Parties to BVWACS. From time to time, entities may join the BVWACS as full Parties. Entities desiring to join the BVWACS as full Parties shall petition the current Parties for membership in accordance with the terms herein. 11.B Contents of Petition. An entity desiring to join BVWACS shall submit a petition. At a minimum, a petition to join BVWACS as a Party shall include the following: 11.B.1 Area to be Served. A description of the area to be covered and a description of how the Service Area will be affected; 11.B.2 Proposed Subscriber Equipment. The type of Subscriber Equipment proposed to use the BVWACS, including the approximate number of units to be added, talk groups and talk time; 11.B.3 Compatibility and Impact on BVWACS. A determination as to the compatibility of the Subscriber Equipment accessing the BVWACS; and the impact of the proposed uses by petitioner on the BVWACS as to overall current and future functionality, based on voice traffic, talk -group needs, and other relevant factors determined by the Governing Board; 11.B.5 Infrastructure, Improvements, Funds and Real Property. A description of any Infrastructure, Improvements, funds or real property that will be made available to the BVWACS to offset costs associated with system expansion, and a description of how this will affect the BVWACS and the current Service Area; and 11.B.6. Share of Capacity. Provide an estimate of the requested capacity desired, including the anticipated type and amount of usage based on talk time, talk group needs and other relevant factors as determined by the Governing Board. Page 24 O:\Interlocal Agreements\Brazos County\Brazos Valley Wide Area Commu I DI System\BVWACS ILA 9.doc6/10/20083:13:48 PM 11.C. Procedure. The following procedure shall be followed when petitioning to become a Party. 11.C.1 Submit Petition. An entity desiring to become a Party to the BVWACS shall petition the Governing Board through the BVWACS Managing Entity who will then review such petition for completeness as well as content. The BVWACS Managing Entity shall forward the petition to the Operating Board for recommendation by the Operating Board within 30 days from submission of such petition. 11.C2 Operating Board. The Operating Board shall review the petition of the submitting entity and make its recommendation to the Governing Board within 60 days from the date of submission of such petition. The Operating Board shall evaluate the petition based upon the following: 11.C.1.1 Whether the addition of petitioner as a Party will have an adverse impact on the current and future needs of the existing Parties, on the Service Area and on BVWACS as a whole; and 11.C.1.2 Whether the addition of petitioner as a Party is consistent with the goals and objectives of BVWACS as set forth in this Agreement. 11.C.3 Governing Board. The petitioner may negotiate an amendment to this Agreement relating to its inclusion as a Party. The Governing Board will consider the request and the recommendation of the Operating Board within ninety (90) days from the date of submission of the petition and approve, deny or request additional information needed to consider the request. Adding a new Party to this Agreement shall be considered an amendment subject to the terms and conditions for approval of amendments set forth in Section 6 above. 11.D. Participation Level. Initially, a BVWACS Party's share of the capacity of the BVWACS is based on the participation levels stated in Exhibit A. Addition of new Parties will require reevaluation and possible alteration of the participation levels. The Operating Board will provide preliminary recommended participation levels based on the new Party joining BVWACS at the time it reviews the petition. The Governing Board shall then review such recommendation and determine whether such participation levels set forth in Exhibit A should be modified. Such determination must be approved by five of the six members of the Governing Page 25 O:\Interlocal Agreements \Brazos County\Brazos Valley Wide Area imunication Sys VWACS ILA 9.doc6/ 10/ 20083:13:48 PM I off= Board. From time to time, participation levels shall be re-evaluated upon request of a Party using the same procedure set forth herein of recommendation by the Operating Board and determination by the Governing Board as Infrastructure or Improvements are made to BVWACS, as use of the BVWACS changes, or when new information affecting BVWACS becomes available. A BVWACS Party may use its share of BVWACS capacity for its own purposes or may allocate a portion of that share through a BVWACS Associate Interlocal Cooperation Agreement. 11.E. Obligations of New BVWACS Parties. When a new BVWACS Party is authorized by the Governing Board, the participation levels determined above will establish the Annual Assessment for the new Party. Once the new Party is approved for membership, that Party assumes responsibility for its Annual Assessment and all other obligations as a Party to this Agreement. New BVWACS Parties are responsible for purchasing and providing their own Subscriber Equipment to be used on the BVWACS. The purchase of Subscriber Equipment shall be coordinated with the BVWACS Managing Entity. 12. Accounting Records. The BVWACS Managing Entity maintains accounting records in accordance with generally accepted accounting standards applicable to governmental entities, including compliance with federal guidelines for spending federal funds or bond proceeds. The BVWACS Managing Entity shall ensure that records pertaining to the BVWACS shall be kept in accordance with the records retention policy of the Managing Entity and in accordance with the Open Records Act. At any reasonable time, upon three days prior written notice, any BVWACS Party may inspect, copy, examine, and/or audit the BVWACS records, at that BVWACS Party's expense, at the office of the BVWACS Managing Entity, or any other mutually acceptable location. 13. Contracting Authority. Except for real estate transactions, the BVWACS Parties hereby grant such BVWACS Managing Entity the authority to contract on behalf of the BVWACS Parties for acquisitions and services that have been approved in the annual BVWACS Budget or as otherwise approved by the Governing Board, so long as the contracted amount is within the budgeted amount and the payments are made from available funds, using the BVWACS Managing Entity's standard purchasing processes, unless expenditure of federal funds or Page 26 Ct\Interlocal Agreements \Brazos County\Brazos Valley wild Commumc. orStem\BVWACS ILA 9.doc6/10/20083:13:48 PM bond proceeds requires use of additional procedures or guidelines. Procurements shall be made in accordance with the laws applicable to such entity. These contracts shall be administered by the BVWACS Managing Entity. 14. Federal Funds and Bond Funds. If a BVWACS Party utilizes federal funds, grant funds, or bond funds to meet a portion of their financial commitment under this Agreement, the BVWACS Parties agree to conduct all procurements, maintain all records and otherwise conduct their activities in furtherance of this Agreement so as to comply with all applicable statutes, regulations, policies and grant contract provisions necessary to qualify the BVWACS expenditures contemplated for federal or grant program reimbursement and to avoid arbitrage penalties. Further, the BVWACS Parties agree to cooperate with each other in the application for and administration of federal funds, grant funds, or bond funds to maximize funding participation in the operation and maintenance of the BVWACS. Each BVWACS Party intending to utilize federal funds, grant funds, or bond funds to meet a portion of its annual financial commitment shall notify the BVWACS Managing Entity when those funds are obligated to the BVWACS by October 1 of each year. 15. SWAGS Performance. The Operating Board shall take such action as may be necessary for assuring that Subscriber Equipment configuration changes or additions do not adversely affect the performance of the BVWACS. The Operating Board may utilize the system assessment services of the BVWACS Support Vendor or other qualified contractor to determine the impact of adding Subscriber Equipment to the BVWACS. The Operating Board shall develop policies involving the BVWACS Support Vendor that provide a review process prior to implementing any Subscriber Equipment system configuration changes requested or made by BVWACS Parties. BVV/ACS Parties shall not take any action that is known or ought to be known to affect the operation of the BVWACS adversely and shall reverse any action taken that affects the operation of the BVWACS adversely. BVWACS Parties shall not change the configuration of their program or template in a way that is known or ought to be known to affect the operation of the BVWACS adversely and shall reverse any change in the configuration of their program or template that affects the operation of the BVWACS adversely. 16. Dissolution of BVWACS. Page 27 O:\Interlocal Agreements \Brazos County\Brazos Valley Wide Area Communications Sys m\BVWACS ILA9.doc6/10/20083:13:48 PM ii 16.A. Dissolution of BVWACS. This Agreement may be voluntarily dissolved before the end of the final term if the governing bodies of five of the six BVWACS Parties agree in writing to provide for a dissolution date. The dissolution date shall not be less than twelve (12) months after these BVWACS Parties have executed the agreement to dissolve the BVWACS unless all BVWACS Parties agree to an earlier dissolution date. 16. B. Distribution of Assets. If the BVWACS is dissolved either by agreement or at the end of the final term, the assets of the BVWACS shall be equitably distributed among the BVWACS Parties. The BVWACS Parties shall agree on which BVWACS Party receives which assets in the distribution. An agreement for distribution of assets of the BVWACS shall be effective after approval by five of the six the governing bodies of BVWACS Parties. The manner of distribution shall consider and be consistent with the following factors: 16.B.1. Participation Level. The BVWACS Party's share of the Capital Costs for Infrastructure and Improvements to the BVWACS and the BVWACS Party's participation level as stated in Exhibit A; 16.B.2. Asset Value. The value of the assets on the dissolution date; 16.B.3. Manner of Acquisition. The basis on which the asset was acquired, whether the asset 16.B.3.1 Was already owned by a Party; 16.B.3.2. Was acquired jointly by all BVWACS Parties or 16. B.3.3. Was acquired by only one or some of the BVWACS Parties; 16.B.4. Early Termination. Whether and, if so, when the BVWACS Party terminated its participation in BVWACS before the dissolution of the BVWACS; and 16.B.5. Utility of Asset. The usefulness of the asset to the BVWACS Party receiving it. 16.C. The BVWACS Party to which an asset is distributed shall also be provided evidence and documentation adequate to prove ownership of that asset, including, wherever applicable, transfer of all rights, title and interests, including proprietary and intellectual property rights, to enable that BVWACS Party to upgrade, update, Page 28 O:\Interloc:d Agreements\Brazos County\Brazos Valley Wide Communications System\BVWACS ILA 9.doc6/10/20083:13:48 PM operate, and maintain it or to sell, convey or otherwise dispose of it and the originals of all operations manuals, warranties, bills of sale, licenses, leases, titles and other legal documents related to that asset. 17. Withdrawal of a BVWACS Patty. 17.A. Notice of Withdrawal. A BVWACS Party may withdraw from this Agreement and terminate its participation in BVWACS at any time by giving at least twelve (12) months prior written notice to the Remaining Parties. The Termination Date shall not be earlier than twelve months after notice is given unless four of the five Remaining Parties agree otherwise. The Withdrawing Party must continue to fund its Annual Assessment through the Termination Date, and if it does so, the Withdrawing Party may continue to participate in the BVWACS until its Termination Date. The portion of the Budget allocated to a Withdrawing Party after receipt of the notice of withdrawal may be reduced by the agreement of four of the five Remaining Parties. 17.B. Withdrawal of Managing Entity. In the event the BVWACS Managing Entity is a party to this Agreement and such Party withdraws from the BVWACS, the Governing Board Members representing four of the five Remaining Parties shall appoint a replacement BVWACS Managing Entity. Within ten (10) days after receipt of notice of the identity of the replacement BVWACS Managing Entity, the Withdrawing BVWACS Party that is the BVWACS Managing Entity shall: 17.B.1 Possession. Transfer control and possession of all BVWACS Infrastructure, BVWACS Improvements including BVWACS real property owned as tenants in common pursuant to this Agreement to the replacement BVWACS Managing Entity. 17.B.2 Conveyance of Real Property. Transfer any and all ownership rights it may have to real property acquired pursuant to the terms of this Agreement to the Remaining Parties. 17.B.3 Evidence of Ownership. Provide evidence and documentation adequate to prove ownership of the BVWACS Infrastructure, BVWACS Improvements or real property, including, wherever applicable, transferring all rights, title and interests, including proprietary and intellectual property Page 29 Cr\Interlocal Agreements\Brazos County\Brazos Valley Wide Area Communications System \BVWACS ILA 9.doc6/10/20083:13:48 PM i i' 0D4 rights, to enable the replacement BVWACS Managing Entity to manage, upgrade, update, maintain, and operate or to sell, convey or otherwise dispose of the BVWACS Infrastructure, BVWACS Improvements or real property if or when the Remaining Parties determine that this is appropriate, and 17.B.4. Operations and Legal Documents. Transfer the originals of all deeds, operations manuals, warranties, bills of sale, licenses, leases, titles and other legal documents related to BVWACS Infrastructure, BVWACS Improvements or BVWACS real property to the replacement BVWACS Managing Entity. 17.C. Disposition of BVWACS Value of Withdrawing Party. All right, title, and interest in and to the Withdrawing Party's BVWACS Value maybe dealt with in one of two ways: 1) sale and assignment by Withdrawing Party; or 2) determination of valuation and disposition of Withdrawing Party's BVWACS Value by Remaining Parties. In either event, all rights of access, licenses and use to such Withdrawing Party's assets comprising a part of the BVWACS remain in place during the withdrawal process. 17.C1. Sale and Assignment by Withdrawing Party. The Withdrawing Party shall offer its BVWACS Value to the Remaining Parties. If none of the Remaining Parties accept the offer within sixty (60) days after receipt of the offer, the Withdrawing Party may sell its BVWACS Value to one or more entities approved by all of the Remaining Parties if the entity or entities enter into an assignment of this Agreement from the Withdrawing Party and accept the duties and obligations of the Withdrawing Party under this Agreement as its or their own duties and obligations. The assignee, if other than a Remaining Party, shall also obtain the rights of the Withdrawing Party under the BVWACS Agreement, including one representative on the Governing Board and one representative on the Operating Board. After the assignment, the BVWACS Agreement shall be construed as if the assignee were listed in the definition of BVWACS Parties. If the Withdrawing Party has an offer to purchase its BVWACS Value from an entity but all of the Remaining Parties do not approve that entity as a reasonable replacement for Page 30 O\Interlocal Agreements \ Brazos County\Brazos Valley Wide AreCommunicatio S tepi.BVWACS ILA 9.doc6/10/?0083:13:48 PM I.0 the Withdrawing Party, the Remaining Parties shall compensate the Withdrawing Party for its BVWACS Value in proportion to their Annual Assessment of BVWACS and obtain a proportionate share of the Withdrawing Party's BVWACS Value. 17.C2. Determination of Value by Remaining Parties. If the Withdrawing Party does not give the Remaining Parties notice that it is exercising its rights under 17.C.1. at least six (6) months before the Termination Date, no later than the Termination Date the Remaining Parties must fairly determine what the Withdrawing Party's BVWACS Value is at the Termination Date. If the Withdrawing Party and the Remaining Parties are unable to agree on the BVWACS Value, an accounting shall be performed by a panel of three persons. The Remaining Parties shall select one person to represent them on the panel. The Withdrawing Party shall select another person to represent it on the panel. The two persons selected shall select a third person to complete the panel and the accounting. If an accounting is performed, it shall be the basis for determining BVWACS Value for the Withdrawing Party. One half of the cost of this panel shall be born by the Withdrawing Party and one half of the cost of this panel shall be born by the Remaining Parties. 17.C.3. Disposition by Remaining Parties. When the BVWACS Value is determined, the Remaining Parties shall determine how to disburse the ownership of the BVWACS Value of the Withdrawing Party. The Remaining Parties shall consider at least the following options: 17.C.3.1. New Party. Find another entity to compensate the Withdrawing Party for its BVWACS Value, assume ownership of the Withdrawing Party's BVWACS Value and assume its obligations and rights under the BVWACS Agreement; 17.C.3.2. Share Value. Divide the Withdrawing Party's BVWACS Value proportionally among the Remaining Parties, compensate the Withdrawing Party for its BVWACS Value, and provide for a proportional increase in Annual Assessment; Page 31 C}\Interlocal Agreements \Brazos County\Brazos Valley Wide Area Communications System\BVWACS ILA 9.doc6/10/20083:13:48 PM 17.C.3.3. Single or some of BVWACS Parties. Allow one or only some of the Remaining Parties to compensate the Withdrawing Party for its BVWACS Value, assume ownership of the Withdrawing Party's BVWACS Value with a corresponding increase in Annual Assessment; or 17.C.3.4. Ownership without Use. Require the Withdrawing Party to retain ownership of its BVWACS Value but forfeit its use of the BVWACS and representation on the Governing Board and Operating Board unless and until the Withdrawing Party pays what its accrued share of the systems operations costs from the Termination Date to the end of the then current Budget Year would have been if it had not withdrawn. 17.D. Exclusion of Withdrawing Party's Votes. The Withdrawing Party and its vote on the Governing Board shall be excluded in determining the votes needed for the Remaining Parties to make a decision about the disposition of the Withdrawing Party's BVWACS Value after the Termination Date. 17.E. Disposition of BVWACS Value by Remaining Parties. If the Remaining Parties select the ownership alternative in 17.C.3.2, or 17.C.3.3 the Remaining Parties shall provide for payment of the Withdrawing Party's BVWACS Value in the fiscal year following the fiscal year of the Termination Date. 17.F. Effect of Disposition on Membership in Governing Board. If the Remaining Parties select the option in 17.C.2 or 17.C3.3 and Withdrawing Party's BVWACS Value is divided among the Remaining Parties or assumed by one or only some of the Remaining Parties, the representation of these BVWACS Parties on the Governing Board shall not be increased. 17.G. Depreciation of BVWACS Value. If the Withdrawing Party retains its BVWACS Value, the portion of the value that relates to depreciable assets shall be reduced annually on a declining balance method over the useable life of the asset as long as the depreciable assets that form part of the BVWACS Value are owned by one or more of the Remaining Parties. The portion of the BVWACS Value that relates to non -depreciable assets shall remain unchanged. 18. Effect of Breach and Default. Page 32 O:\Interlocal Agreements \ Brazos County\Brazos Valley Wide Area mmunications ystem\BVWACS ILA 9.doc6/10/20083:13:48 PM o^�`CIj 18.A. Events of Breach. Breach results from any of the following: 18.A.1. Payment. A BVWACS Party's failure to appropriate or pay its Annual Assessment timely; 18.A.2. FCC Rules. Violation of FCC rules and regulations by a BVWACS Party or any BVWACS Associate with which it has entered into a BVWACS Associate Interlocal Cooperation Agreement; 18.A.3. Policies and Procedures. Individual or repeated violations of approved written policies and procedures by a BVWACS Party or any BVWACS Associate with which it has entered into a BVWACS Associate Interlocal Cooperation Agreement; 18.A.4. Inappropriate Use. Use of the BVWACS by a BVWACS Party or any BVWACS Associate with which it has entered into a BVWACS Associate Interlocal Cooperation Agreement; 18.A.5. Penalty Payment. Failure to pay FCC penalties or fines resulting from the actions of a BVWACS Party or any BVWACS Associate with which it has entered into a BVWACS Associate Interlocal Cooperation Agreement; 18.A.6 Improper Disposition of Assets or Interest. Disposing of assets owned by only one or some of the Parties in contravention of the provisions of this Agreement, or failure to follow the required process set forth in this Agreement of divesting a Party's interest in a BVWACS Improvement, BVWACS Infrastructure or BVWACS real property. 18.A.7. Adverse Impact. Any other action or omission that has a material adverse impact on the operation and maintenance of BVWACS; or 18.A.8 Substantial Performance. Failure to perform substantially its material obligations other than failure to appropriate or timely pay its Annual Assessment. 18.B. Breach for Non -Payment. The decision to exercise rights granted by this subsection 18.B. shall be made by the Governing Board. If any BVWACS Party commits the breach described in 18.A.1, the Governing Board may determine to deliver a written notice of breach to the BVWACS Party that specifies the nature of the breach and indicates that unless the breach is cured within thirty (30) days, additional steps shall be taken. A breach described in 18.A.1 can only be cured by Page 33 O:\Interlocal Agreements \ Brazos County\Brazos Valley Wide 'Areahommunicatigps $� tee\BVWACS ILA 9.doc6/10/20083:13:48 PM paying that Annual Assessment. If the breaching BVWACS Party does not cure that breach within thirty (30) days of receiving the written notice of breach, the breaching BVWACS Party is in default and the Governing Board shall deliver a written notice of default to the BVWACS Party that specifies the following: 18.B.1. The nature of the default; 18.B.2. The date of the notice of breach; 18.B.3. The failure of the breaching BVWACS Party to cure timely; and 18.B.4. The BVWACS Party's interest in the BVWACS is terminated no later than 60 days from the date of the written notice of breach if the termination is approved by all of the BVWACS Remaining Parties unless the default is cured by the defaulting BVWACS Party paying that Annual Assessment within an additional thirty (30) days from the date of default as referenced in 18.A.1 above for a total of sixty (60) days from the date of default unless the Governing Board approves a longer timeframe. 18.C. Suspension for Other Breaches. If any BVWACS Party commits a breach described in 18A2 through 18.A.8 or a breach described in 18.A.2 through 18.A.8 involving use of any radio or other equipment accessing the BVWACS under the authority of a BVWACS Party, the Governing Board may suspend the right of that BVWACS Party to use the BVWACS for that radio or equipment or for any other radio or equipment for a period of time adequate to cure the breach and determine whether additional remedies are needed. 18.D. Notice of Breach, Default, and Termination For Other Breaches. The decision to exercise rights granted by this subsection 18.D. shall be made by the Governing Board. If any BVWACS Party commits a breach described in 18A2 through 18.A.8, the Governing Board may deliver a written notice of breach to the BVWACS Party that specifies the nature of the breach and indicates that unless the breach is cured within thirty (30) days, additional steps shall be taken. If the breaching BVWACS Party begins to cure the breach within the thirty (30) day period, the thirty (30) day cure period is extended as long as the breaching BVWACS Party continues to prosecute a cure diligently to completion and is making a good faith effort to cure the breach. If the breaching BVWACS Party does not cure the breach within thirty (30) days of receiving the written notice of breach or additional Page 34 O:\Intedocal Agreements \Brazos County\Brazos Valley Wide Area mmunications S m\BVWACS ILA 9.doc6/ 10/20083:13:48 PM toff° a31 period as extended by diligent prosecution of a good faith effort to cure the breach, the breaching BVWACS Party is in default and the Governing Board shall deliver a written notice of default to the BVWACS Party which specifies the following: 18.D.1. The nature of the default; 18.D.2. The date of the notice of breach; 18.D.3. The failure of the breaching BVWACS Party to cure timely; and 18.D.4. The BVWACS Party's interest in the BVWACS is terminated on the effective date stated in the notice if the termination is approved by all of the BVWACS Remaining Parties unless the default is cured within thirty (30) days of the notice of default. 18.E. Disposition of BVWACS Value. The Remaining Parties shall determine as to how the Terminated Party's BVWACS Value shall be disposed. The Remaining Parties have ninety (90) days after the date that termination is effective to determine the value and disposition of the Terminated Party's BVWACS Value. The Remaining Parties may seek an agreement with the Terminated Party about its BVWACS Value. If the Terminated Party and the Remaining Parties are unable to agree on the Terminated Party's BVWACS Value, they shall use the method for determination of value in section 17.C. as if the Terminated Party were a Withdrawing Party. When the BVWACS Value is determined, the Remaining Parties shall determine how the ownership of the BVWACS Values is to be disposed. The Remaining Parties shall consider at least the following ownership alternatives for the BVWACS Value of the Terminated Party: 18.E.1. New Party. Find another entity to compensate the Terminated Party for its BVWACS Value, assume the ownership of the Terminated Party's BVWACS Value, and assume its obligations and rights under the BVWACS Agreement; 18.E.2. Share Value. Divide the Terminated Party's BVWACS Value proportionally among the Remaining Parties so that the Remaining Parties can each compensate the Terminated Party for their share of the BVWACS Value and pay a proportional increase in Annual Assessment in the fiscal year following the fiscal year in which the default last occurred; Page 35 O:\Interlocal Agreements \ Brazos County\Brazos Valley Wide Area mmunicatio System \ BV\VACS ILA 9.doc6/10/20083:13:48 PM 18.E.3. One or More BVWACS Parties. Allow one or more Remaining Parties to compensate the Terminated Party for its BVWACS Value and assume ownership of the Terminated Party's BVWACS Value with a corresponding increase in Annual Assessment; or 18.E.4. Ownership without Use. Require the Terminated Party to retain the ownership of its BVWACS Value but forfeit its use of the BVWACS and representation on the Governing Board and Operating Board and annually reduce its BVWACS Value by twenty per cent (20%) of the original BVWACS Value so that the Terminated Party has no BVWACS Value remaining after five (5) years and transfer the reduction in value among the Remaining Parties proportionally based on their participation in the BVWACS based on participation levels in Exhibit A. 18.F. Exclusion of Terminated Party's Votes. The Terminated Party and its vote on the Governing Board shall be excluded in determining the votes needed for the BVWACS Remaining Parties to make a decision about the disposition of the Terminated Party's BVWACS Value after the date that termination is effective. 18.G. Effect of Termination on Representation on Governing Board. If the Terminated Party's BVWACS Value is divided among the Remaining Parties or assumed by only one or some of the Remaining Parties, the representation of these BVWACS Parties on the Governing Board shall not be increased. 19. Effect of Withdrawal or Termination on Remaining Parties. Termination or withdrawal of a BVWACS Party has no effect on a Remaining Party's rights to participate in the BVWACS other than the specific rights and duties set out in this Agreement, and the continuing duty of all Remaining Parties to pay their Annual Assessment. 20. FCC Licenses. Termination or withdrawal of any Party from the BVWACS shall include the surrender to the Remaining Parties of that BVWACS Party's radio frequency licenses that were licensed for the purpose of implementing the BVWACS. The Remaining Parties shall determine whether to request reassignment of the license to another BVWACS Party or surrender these licenses to the Federal Communications Commission (FCC). The Remaining Parties are responsible for complying with all rules and regulations of the FCC Page 36 O:\Interlocal Agreements \Brazos County\Brazos Valley Wide Area CommunicasionStem\BVWACS ILA 9.doc6/10/20083:13:48 PM related to reassignment and surrender of these licenses. Notwithstanding the above, licenses held, managed and owned by only one or some of the Parties as the exclusive license of such Party or Parties at the time of termination or withdrawal are not subject to the provisions of this section. 21. Dispute Resolution Process. 21.A. Cooperation. All BVWACS Parties are encouraged to work together to resolve all disputes prior to invoking the dispute resolution process set forth herein. 21.B. Hearing by Operating Board. Any BVWACS Party that has an issue or dispute relating to the BVWACS may request a hearing before the Operating Board. The Operating Board shall hear such matter after requesting information regarding such dispute or issue from such BVWACS Party and from the BVWACS Managing Entity. The Operating Board shall then hold a hearing and render its decision in writing. 21.C. Appeal to Governing Board. A BVWACS Party that is adversely affected by the Operating Board's decision may appeal such decision to the Governing Board, which may elect to hear the appeal or refer the matter to mediation. 21.D. Withdrawal of Dispute. A dispute may be withdrawn at any time during the Dispute Resolution process. 21.E. Timeframes: 21.E.1. Initial Dispute Hearing. Any BVWACS Party may bring an issue or dispute to the Chair of the Operating Board. The Chair must schedule a meeting of the Operating Board within (15) fifteen business days of receipt of the notice and provide a written determination to the appropriate BVWACS Parties and to the BVWACS Managing Entity within (5) five business days after the hearing. Any appeal of the decision or recommendation of the Operating Board is to the Governing Board. 21.E.2. Appeal to Governing Board. Any appeal from the decision of the Operating Board must be made by delivery of written notice of appeal to the BVWACS Managing Entity and Governing Board within (15) fifteen business days after receipt of the Operating Board's decision or recommendation. The Governing Board may meet to hear the appeal or may elect to send the appeal to mediation. The Governing Board, assisted by Page 37 O\InterlocalAgreements \ Brazos County\ Brazos Valley Wide Area Communications�t�\ VWACSILA 9.doc6/10/20083:13:48PM i9 the BVWACS Managing Entity, either schedules a hearing or sends the appeal to mediation within (25) twenty-five business days of receipt of the notice of the appeal. Any appeal from the Governing Board's recommendation is to a mediator as described below. 21.E.3. Mediation. If the Governing Board refers a dispute to mediation, the parties to the dispute shall select, within thirty (30) days, a mediator trained in mediation skills to assist with resolution of the dispute. The parties to the dispute agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Agreement prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) days after the Governing Board refers the dispute to mediation, the mediator shall be selected by the Dispute Resolution Center of the Brazos Valley. The parties agree to participate in mediation sessions in good faith for a period of up to thirty (30) days from the date of the first mediation session. Notice of the date, time, and location of the mediation shall be given to the BVWACS Managing Entity, which may attend. The parties to the dispute shall share the costs of mediation equally. If efforts to mediate the dispute are unsuccessful, the parties to the dispute shall then be free to exercise all available rights and remedies under this Agreement, or at law or in equity. 21.E.4. Application of Government Code, chapter 2260. To the extent that Chapter 2260, Texas Government Code, is applicable to this Agreement, is not inconsistent with the process set forth above, and is not preempted by other applicable law, the dispute resolution process provided for in Chapter 2260 and the related rules adopted by the Texas Attorney General pursuant to Chapter 2260, shall be used in disputes involving Texas A & M University that cannot be resolved in the ordinary course of business. The designated officers of Texas A & M University, as applicable, shall examine the claim and any counterclaim and negotiate with the claimant in an effort to resolve such claims. The BVWACS Parties specifically agree that Page 38 O:\Interlocal Agreements\Brazos County\Brazos Valley Wide Area Communications System \BVWACS ILA 9.doc6/ 10/20083:13:48 PM JDcl a35 21.E.4.1. Neither the execution of this Agreement by Texas A & M University nor any other conduct, action or inaction of any representative of Texas A & M University relating to this Agreement constitutes or is intended to constitute a waiver of Texas A & M University's or the state's sovereign immunity to suit; and 21.E.4.2. Texas A & M University has not waived its right to seek redress in the courts. 22. Miscellaneous. 22.A. Interlocal Agreement. This Agreement is an Interlocal Agreement authorized and governed by the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code. Each BVWACS Party agrees that in the performance of its respective obligations as set forth in this Agreement, it is carrying out a duly authorized governmental function, which it is authorized to perform individually under the applicable statutes of the State of Texas and/or its charter. Each BVWACS Party agrees that the compensation to be made to the other BVWACS Parties as set forth in this Agreement is in an amount intended to fairly compensate each performing BVWACS Party for the services or functions it provides hereunder, and is made from current revenues available to the paying BVWACS Party. Where applicable, this Interlocal Agreement shall be administered in accordance with the laws applicable to a home -rule municipality. 22.B. Immunity as a Defense. No BVWACS Party has agreed to waive any defense, right, immunity, or other protection under law including any statutory provision, by entering into this Agreement or otherwise participating in the BVWACS. 22.C. Retention of Defenses. The Parties agree that neither this Agreement nor the operation or use of the BVWACS by the BVWACS Parties affect, impair, or limit their respective immunities and limitations of liability to the claims of third parties, including claims predicated on premises defects. Page 39 C}\Interlocal Agreements \ Brazos County\Brazos Valley Wide Area Communications System \BVWACS ILA 9.doc6/ 10/?0083:13:48 PM bq x..34 22.D. Notices. Notices required under this Agreement must be in writing and delivered personally or sent by certified US Mail, postage prepaid, addressed to such BVWACS Party at the following respective addresses: City: City of Bryan Attention: City Manager, with a copy to the City Attorney P. O. Box 1000 Bryan, TX 77805 City: City of College Station Attention: City Manager, with a copy to the City Attorney 1101 Texas Avenue College Station, TX 77840 City: City of Brenham Attention: City Manager, with a copy to the City Attorney 200 West Vulcan Street PO Box 1059 Brenham, TX 77834 County: Brazos County Attention: County Judge, with a copy to County Attorney 300 East 26th Street Suite 114 Bryan, TX 77803 County: Washington County Attention: County Judge, with a copy to County Attorney 100 East Main Street Suite 104 Brenham, TX 77833 Texas A & M University: Texas A &M University Attention:Vice President and Associate Provost For Information Technology 1365 TAMU College Station, TX 77843-1365 Page 40 O:\Interlocal Agreements\Brazos County\Brazos Valley Wide Area Communications System \BVWACS ILA 9.doc6/10/20083:13:48 PM QR X37 All notices so given, are deemed given on the date so delivered or so deposited in the US Mail. All BVWACS Parties may change their address by sending written notice of such change to the other Parties in the manner provided for above. 22.E. Assignment. This Agreement being based upon the special qualifications of each BVWACS Party, any assignment or other transfer of this Agreement or any part hereof without the express consent in writing of the other Parties is void and has no effect, which consent shall not be unreasonably withheld. 22.F. Entire Agreement. The entire agreement among the BVWACS Parties is contained herein and no change in or modification, termination, or discharge of this Agreement in any form whatsoever is valid or enforceable unless it is in writing and signed by duly authorized representatives of all Parties. 22.G. Prior Agreements. This Agreement supersedes any and all prior agreements regarding this subject that may have previously been made. The subject of this Agreement is the construction, acquisition, implementation, operation and maintenance of the BVWACS. 22.H. Severability. If any term or provision of this Agreement is, to any extent, rendered invalid or unenforceable, the remainder of this Agreement is not affected, and each other term and provision of this Agreement remains valid and enforceable to the fullest extent permitted by law. 22.I. Non -waiver. Failure of a BVWACS Party to exercise any right or remedy for a breach or default of any other BVWACS Party does not waive such right or remedy for that breach or default or in the event of a subsequent breach or default. 22.J. Authority of Signatories. Each BVWACS Party represents to all the other BVWACS Parties that the representative signing this Agreement on any BVWACS Party's behalf has been duly authorized by the governing body of that BVWACS Party in compliance with Texas law. 22.K. Further Assurances. Each BVWACS Party agrees to perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the intent and purposes of this Agreement. 22.L. Exhibits. The Exhibits, which are attached hereto and described below, are incorporated herein and made a part hereof for all purposes. Page 41 O:\Interlocal Agreements \ Brazos County\Brizos Valley Wide Area Communications System\BVWACS ILA 9.doc6/10/20083:13:48 PM 1.o°1 3g 22.M. Counterparts and Multiple Originals. This Agreement is effective as of the Effective Date set forth in this Agreement. This Agreement may be executed simultaneously in one or several counterparts, each of which is deemed tobe an original and all of which together constitute one and the same instrument. The terms of this Agreement become binding upon each BVWACS Party from and after the time that it is executed by all BVWACS Parties. The counterparts may be signed in multiple originals to allow each BVWACS Party to have an originally signed counterpart for each BVWACS Party. The Agreement has been executed in multiple originals, each having equal force and effect, on behalf of the Parties. Exhibit List: Exhibit A - Participation Table Exhibit B - Initial Phase of the BVWACS Exhibit C - Service Area map for Initial Phase Exhibit D — BVWACS Associate Standard Terms and Conditions Exhibit E - Goals and Objectives Exhibit F - Monthly, Quarterly, and Annual Evaluation Factors Exhibit G - Governance, Operation, and Maintenance Flow Chart and Distribution of Board Membership Exhibit H -Initial staffing for BVWACS Program CITY OF BRYAN By: CITY OF COLLEGE STATION Date: By: Date: Page 42 3 O:\Interlocal Agreements \Brazos County\Brazos Valley Wide Area Communications Syste VWACS ILA 9.doc6/10/20083:13:48 PM 3 tog a QTY OF BRENHAM By: BRAZOS COUNTY WASHINGTON COUNTY Date: Date: (,27,)({w,‘ By: Date: TEXAS A & M UNIVERSITY By: Date: Page 43 O:\Interlocal Agreements\Brazos County\Brazos Valley Wide Area Communications System \BVWACS ILA 9.doc6/10/20083:13:48 PM INTERLOCAL AGREEMENT FOR THE CONSTRUCTION, ACQUISITION, IMPLEMENTATION, OPERATION AND MAINTENANCE OF THE WIDE AREA COMMUNICATIONS SYSTEM Exhibit A - Participation Table BVWACS Party Participation Level City of Bryan 22.18% City of College Station 35.74% * City of Brenham 4.92% Brazos County * Washington County Texas A & M University 10.19% 13.81% 13.16% The City of Brenham and Washington County intend to enter into an interlocal agreement aggregating their participation and sharing the costs of such combined participation equally. This shall not affect the rights and duties of the Parties pursuant to this Agreement. Page 44 O:\Interlocal Agreements\Brazos County\Brazos Valley Wide Area Communications System \BVWACS ILA 9.doc6/10/20083:13:48 PM dci aLti INTERLOCAL AGREEMENT FOR THE CONSTRUCTION, IMPLEMENTATION, OPERATION AND MAINTENANCE OF THE WIDE AREA COMMUNICATIONS SYSTEM Exhibit B - Initial Phase: Each of the BVWACS parties will contribute existing infrastructure, and real property currently owned or leased by the parties for the purpose set forth in the Agreement. The existing infrastructure and real property contributed by each of the parties at the execution of the Agreement is as follows: College Station Access to 325' radio tower, equipment shelter, land (tower & shelter located), existing equipment and furnishings that will serve the BVWACS system. Bryan Access to secure third floor equipment space, including 48 VDC battery plant, generator use, and tower use rights on a 133 foot communications tower atop the 4 story building located at 101 regent Street, Bryan, Texas. Access to a climate -controlled, fenced, equipment shelter, including UPS system and generator, and use of two conventional 800 MHz repeaters, including their antenna system, at the City of Bryan water tower located on Luza Street, between 26th Street and 28th Street, Bryan, Texas. Brenham Communications existing furnishings (console desks). Washington County Access to three rental towers with shelters. Page 45 0: \ Interlocal Agreements \Brazos County\Brazos Valley Wide Area Communications System\BVWACS ILA 9.doc6/ 10/20083:13:48 PM 01 a 'fa Brazos County Access to a climate -controlled, fenced, equipment shelter on real property located at 21550 Kathy Fleming Road, Millican, Texas, in south Brazos County. Texas A&M University Access to a 320 foot tower located at Hensel Park for installation of the radio antennas and cable. Space in the TAMU radio transmission facility for up to six 19" floor mount racks. Air conditioning and AC power (supported both by UPS and generator) for RF transmission systems. 24x7 access to the radio facility via University issued keyless entry access cards for approved personnel. Environmental monitoring of facility by TAMU Network Operations Center on a 24x7 basis. The monitoring will include security cameras, temperature and humidity alarms, power interruption alarms and high water alarms. Phase I - Public Safety Interoperability Communications (PSIC) grant Phase I will provide the necessary equipment and racks (consisting of base radios, site controller and radio frequency distribution system), antennas and associated wiring located at each of seven sites. Phase I will also provide operator consoles replacement/upgrade for the parties. Estimated costs are anticipated to be paid primarily from PSIC grant funds. Table 1: Phase I Item/Site Description Network Connectivity Leased connectivity to connect all the sites together Bryan /Brazos County Site Includes 700/800 MHz Multicast Base equipment with racks (6 chls) , Xmit & Rcv antennnas and coax College Station Site Includes 700/800 MHz Multicast Base equipment with racks (12 chls), Xmit & Rcv antennnas and coax Page 46 O:\Interlocal Agreements\Brazos County\Brazos Valley Wide Area �unicationns ysgm VWACS ILA 9.doc6/10/20083:13:48 PM College Station Console Sys As shown in Table 2 below. - 6 operator positions Bryan/Brazos county Console Sys Convert existing system to P25 Millican Includes 700/800 MHz Multicast Base equipment with racks (6 chls) , Xmit & Rcv antennnas and coax Hensel Park Site Includes 700/800 MHz Multicast Base equipment with racks (6 chls) , Xmit & Rcv antennnas and coax TAMU Console Equip Convert existing system to P25 LCRA - Site Includes 700/800 MHz Multicast Base equipment with racks (6 chls) , Xmit & Rcv antennnas and coax Brenham Site Includes 700/800 MHz Multicast Base equipment with racks (6 chls) , Xmit & Rcv antennnas and coax Burton Site Includes 700/800 MHz Multicast Base equipment with racks (6 chls) , Xmit & Rcv antennnas and coax Brenham Emerg Comms Console Sys As shown in Table 2 below. - 4 operator positions Management Reserve Includes structural analysis of all towers and project reserves. Estimated console equipment to be installed at College Station and the City of Brenham is shown in Table 2. Table 2: Console Equipment Console Sys Equipment IP Based console sys Console site router Auxiliary I/O Server Site Controller Conventional Channel Gateway LAN Switch Operator Position Equip: PC, Mouse, Speakers, Mic, Keyboard IP Based Logging Sys: Archiving Interface Server, Digital Logging Server, Digital Logging Recorder, Logging Playback Station 700/800 MHz P25 Trunked B/U Stations Remote Control - Multimode Antenna System Lightening Protection UPS Page 47 O:\Interlocal Agreements \Brazos County\Brazos Valley Wide Area CommunicationsS t BVWACS ILA 9.doc6/10/20083:13:48 PM INTERLOCAL AGREEMENT FOR THE CONSTRUCTION, IMPLEMENTATION, OPERATION AND MAINTENANCE OF THE WIDE AREA COMMUNICATIONS SYSTEM Exhibit C - Service Area: I Page 48 O:\Interlocal Agreements\Brazos County\Brazos Valley Wide Area Communications System \BVWACS ILA 9.doc6/10/20083:13:48 PM INTERLOCAL AGREEMENT FOR THE CONSTRUCTION, ACQUISITION, IMPLEMENTATION, OPERATION AND MAINTENANCE OF THE WIDE AREA COMMUNICATIONS SYSTEM Exhibit D -- BVWACS Associate Standard Terns and Conditions When using the Brazos Valley Wide Area Communications System ("BVWACS"), BVWACS Associate shall abide by all policies, procedures and guidelines established by the BVWACS Operating Board, the BVWACS Governing Board, and the terms and conditions of this BVWACS Associate Interlocal Cooperation Agreement BVWACS Associate shall use the BVWACS in a manner consistent with the Standard Operating Procedures established by the BVWACS Operating Board and in compliance with applicable Federal Communications Commission ("FCC") regulations and rules. BVWACS Associate is encouraged to use and improve the interoperation capabilities of the BVWACS and to provide input to the BVWACS Managing Entity on the day-to-day operations of the BVWACS and development of BVWACS standard operating policies and procedures. BVWACS Associate shall utilize its sponsoring BVWACS Party as its primary point of contact for requests for BVWACS Improvements. BVWACS Associate shall utilise the BVWACS Managing Entity as its primary point of contact when dealing with problems, or to answer questions. BVWACS Associate shall work in good faith with the BVWACS Managing Entity to help resolve problems. BVWACS Associate shall purchase and provide its own subscriber radios and equipment to be used on the BVWACS. The selection and specifications for these radios and equipment Page 49 O:\Interlocal Agreements \Brazos County\Brazos Valley Wide Area Communications System \BVWACS ILA 9.doc6/10/20083:13:48 PM foci must be coordinated with the BVWACS Managing Entity so that all radios and equipment purchased are compatible with the BVWACS. BVWACS Associate shall ensure that programming for its subscriber equipment that uses the BVWACS is consistent with the Standard Operating Procedures established by the BVWACS Operating Board. BVWACS Associate has no right to use the BVWACS if the BVWACS Party entering into this BVWACS Associate Interlocal Cooperation Agreement with it is no longer eligible to use the BVWACS. BVWACS Associate is subject to any limitations or restraints on its usage of BVWACS that apply to the BVWACS Party entering into this BVWACS Associate Interlocal Cooperation Agreement. The current term of this BVWACS Associate Interlocal Cooperation Agreement shall not exceed the current term of the Interlocal Agreement for Construction, Acquisition, Implementation, Operations and Maintenance of a Wide Area Communications System. BVWACS Associate may be subject to immediate suspension of this BVWACS Associate Interlocal Agreement for violation of FCC rules and regulations, individual or repeated violations of the BVWACS Standard Operating Procedures, or use of the BVWACS that is determined to be inappropriate by the Governing Board. Upon thirty (30) days written notice that specifies the existence and nature of the default, the BVWACS Party sponsoring the BVWACS Associate may automatically terminate the participation of BVWACS Associate. Default results from failure to comply with the BVWACS Associate Interlocal Cooperation Agreement, including: 1. Violation of FCC rules and regulations; 2. Individual or repeated violations of the BVWACS Standard Operating Procedures; or Page 50 O:\Interlocal Agreements\Brazos County\Brazos Valley Wide Area Communications System\BVWACS ILA 9.doc6/10/20083:13:48 PM 3. Use of the BVWACS that is determined to be inappropriate by the Governing Board. BVWACS Associate may avoid termination if the default is cured within thirty (30) days. If the BVWACS Associate begins to cure the default within the thirty (30) day period, the time to cure may be extended, at the sole discretion of the sponsoring BVWACS Party, for as long as the BVWACS Associate diligently continues to work toward completion of the cure. BVWACS Associate shall ensure that the persons it authorizes to use its radios and equipment are trained in the proper use and etiquette for two-way radio communication. BVWACS Associate shall reimburse the BVWACS Party that is the holder of an FCC license if there is any actual or alleged violation of any FCC rule or regulation as a result of any radios or equipment that is owned by BVWACS Associate or used by any person associated with BVWACS Associate for all costs arising from the actual or alleged violation, including costs and attorneys fees for defense against the allegation as well as fines and penalties incurred. Page 51 O:\Interlocal Agreements\Brazos County\Brazos Valley Wide Area Communications System \BVWACS ILA 9.doc6/10/20083:13:48 PM Lb)' 074g INTERLOCAL AGREEMENT FOR THE CONSTRUCTION, ACQUISITION, IMPLEMENTAITON, OPERATION AND MAINTENANCE OF THE WIDE AREA COMMUNICATIONS SYSTEM Exhibit E - Goals and Objectives GOALS The goal of the Brazos Valley Wide Area Communications System is to provide voice radio and ultimately data transmission coverage and radio communication interoperability throughout the Service Area utilizing Infrastructure and Improvements currently provided by the Parties as well as new Infrastructure and Improvements in accordance with this Agreement. OBJECTIVES 1. The Brazos Valley Wide Area Communications System shall maintain an appropriate reserve capacity system usage based on the determination of the Governing Board. 2. The Brazos Valley Wide Area Communications System shall strive to maintain coverage at or above 95% reliability for a portable radio worn on the hip with a speaker collar microphone inside a -10db loss building within the Service Area. 3. To the extent practicable, the Brazos Valley Wide Area Communications System shall maintain interoperability with other public safety and governmental radio systems within the Service Area, the Brazos Valley Council of Governments area, regionally, statewide, and nationally. 4. The Brazos Valley Wide Area Communications System shall maintain the performance and equipment of the BVWACS at a standard consistent with the developments in technology and the needs of the BVWACS Parties. 5. The Brazos Valley Wide Area Communications System shall research and pursue opportunities for assistance for funding the BVWACS through grants and other means. Page 52 O:\Interlocal Agreements\Brazos County\Brazos Valley Wide Area Communications System \BVWACS ILA 9.doc6/10/20083:13:48 PM INTERLOCAL AGREEMENT FOR THE CONSTRUCTION, ACQUISITION, IMPLEMENTATION, OPERATION AND MAINTENANCE OF THE WIDE AREA COMMUNICATIONS SYSTEM Exhibit F - Monthly, Quarterly and Annual Evaluation Factors Maintain system reserve capacity at or above the level approved by the Governing Board. Maintain coverage at RFP's coverage specifications. Report number of minutes of BVWACS non -normal operation. Report number of system busies. Report BVWACS Support Vendor response time to system problems. Develop shared Staff performance measures. Report peak Busy Hour for each month. Page 53 O:\Interlocal Agreements \Brazos County\Brazos Valley Wide Area Communications System \BVWACS ILA 9.doc6/10/20083:13:48 PM l r)' Aso INTERLOCAL AGREEMENT FOR THE CONSTRCTION, IMPLEMENTATION, OPERATION AND MAINTENANCE OF THE WIDE AREA COMMUNICATIONS SYSTEM Exhibit G- Governance, Operation, and Maintenance Flow Chart and Distribution of Board Membership BVWACS Governing Board Bryan's Mayor, or delegate College Station's Mayor or delegate Brenham's Mayor or delegate Brazos County's Judge or delegate Washington County's Judge or delegate Texas A &M's , Vice President and Associate Provost for Information Technology, or delegate BVWACS Operating Board Bryan - 1 Member, 1 Alternate College Station - 1 Member, 1 Alternate Brenham - 1 Member, 1 Alternate Brazos County- 1 Member, 1 Alternate Washington County- 1 Member, 1 Alternate Texas A &M University - 1 Member, 1 Alternate O:\Interlocai Agreements\ BVWACS Managing Entity Brazos Valley Council of Governments Bruns cou„ty\ tem\BVWACS ILA 9.doc6/ 10/20083:13:48 PM INTERLOCAL AGREEMENT FOR THE CONSTRUCTION, ACQUISITION, IMPLEMENTATION, OPERATION AND MAINTENANCE OF THE WIDE AREA COMMUNICATIONS SYSTEM Exhibit H - Staffing for BVWACS Program for FY 200_ Radio System Manager (100 %) Page 55 O:\Interlocal Agreements \Brazos County\Brazos Valley Wide Area Communications System\BVWACS ILA 9.doc6/ 10/20083:13:48 PM #7/ Interlocal Agreement For Managing Entity by the BVCOG for the Brazos Valley Wide Area Communications System THIS INTERLOCAL AGREEMENT ("ILA"), made and entered into pursuant to the Texas Interlocal Cooperation Act, Chapter 791, Texas Government Code (the "Act"), by and among the Brazos Valley Council of Governments, hereinafter referred to as "BVCOG," and the City of Bryan, City of College Station, City of Brenham, Brazos County, Washington County, and Texas A & M University, all political subdivisions or agencies of the state of Texas. WHEREAS, the Brazos Valley Council of Governments (the "BVCOG") is a regional planning commission and political subdivision of the State of Texas operating under Chapter 391, Texas Local Government Code; and WHEREAS, pursuant to the Interlocal Cooperation Act codified in Chapter 791 Texas Government Code, the BVCOG is authorized to contract with eligible entities to perform governmental functions and services; and WHEREAS, the City of Bryan, City of College Station, City of Brenham, Brazos County, Washington County, and Texas A & M University, collectively hereinafter sometimes referred to as the `BVWACS Parties" have entered into an Interlocal Agreement for the Construction, Acquisition, Implementation, Operation and Maintenance of the Brazos Valley Wide Area Communications System to create and maintain an interoperable radio and data communications system (the `BVWACS Agreement"); and WHEREAS, the BVWACS Parties desire the BVCOG to supervise the performance of the BVWACS Agreement; and WHEREAS, the BVCOG desires to undertake the supervision of the performance of the BVWACS Agreement as set forth in this Agreement; NOW, THEREFORE, BVCOG and the BVWACS Parties do hereby agree as follows: ARTICLE 1: LEGAL AUTHORITY The BVCOG represents that it is eligible to contract with the BVWACS Parties under the Interlocal Cooperation Act for the purposes recited herein because it is a local government and it possesses adequate legal authority to enter into this Agreement. Likewise, the BVWACS Parties represent that they, too, are each local governments or political subdivisions eligible to enter into this Agreement for the purposes recited herein. 1 of 6 O: llnterlocal AgreementslBrazos CountvlBrazos Valley Wide 4rea Communications SvstemlBVWACSK w BVCOG 3.doc U Oqi a53 ARTICLE 2: APPLICABLE LAWS The BVCOG and the BVWACS Parties agree to conduct all activities under this Agreement in accordance with all applicable rules, regulations, and ordinances and laws in effect or promulgated during the term of this Agreement. This includes applicable laws relating to purchasing and bidding of products and services, maintenance of open records and use of the Brazos Valley Wide Area Communications System in accordance with Federal Communications Commission rules. A party to this Agreement is financially responsible for any FCC penalties, fines or other financial encumbrances or penalties caused by the actions of its agents, employees or representatives. ARTICLE 3: WHOLE AGREEMENT This Agreement and any attachments, as provided herein, constitute the complete agreement among the parties hereto, and supersede any and all oral and written agreements among the parties relating to matters herein. ARTICLE 4: PERFORMANCE PERIOD This Agreement shall be effective when approved by the governing body of the last party which approval makes the Agreement go into effect and will remain in full force to the next occurring September 30th. After that, this Agreement automatically renews for up to a maximum of four (4) additional terms of Twelve (12) months on October 1 of each year, subject to the rights of termination set forth herein. The conditions set forth below shall apply to the initial term and all renewals unless modified or terminated in accordance with the provisions hereof. ARTICLE 5: SCOPE OF SERVICES The BVCOG agrees to perform certain services for the BVWACS Parties at specified rates and costs as set forth in Exhibit "A" Scope of Services attached hereto. Additionally, the BVCOG agrees to perform as the BVWACS Managing Entity as set forth in the BVWACS Agreement which is attached hereto as Exhibit "B." The BVCOG will assist the BVWACS Parties in managing grant funds as set forth in Exhibit "A.". Nothing herein shall make the BVCOG responsible for providing funding for various projects associated with such grant or programs in the event of a shortfall. ARTICLE 6: PAYMENTS Pursuant to the BVWACS Agreement, upon delivery of goods or services provided and upon presentation of properly documented statements on a quarterly basis to each of the BVWACS Parties for their proportionate share of same, each BVWACS Party shall promptly in accordance with the BVWACS Agreement pay the BVCOG the full amount of its respective share. All payments for goods or services will be made from current revenues available to the BVWACS Parties. ARTICLE 7: CHANGES AND AMENDMENTS This Agreement may be amended only by a written amendment executed by all the parties, except that any alternations, additions, or deletions to the terms of this Agreement which are required by changes in Federal and State law or regulations are automatically incorporated into this Agreement without written amendment hereto and shall become effective on the date designated by such law or regulation. 2 of 6 0: Vnterlocal Agreements (Brazos CountylBrazos Valley Wide Area Communications System l�VWACS K w BVCOG 3.doc NI I 55 ARTICLE 8: TERMINATION PROCEDURES The BVCOG or the BVWACS Parties may cancel this Agreement at any time upon ninety (90) days written notice by certified mail to the other parties to this Agreement. The obligations of the BVWACS Parties and of the BVCOG, including obligations to pay any invoices outstanding for goods and/or services purchased under this Agreement, shall survive such cancellation, as well as any other obligation incurred under this Agreement, until performed or discharged by the responsible party. ARTICLE 9: SEVERABILITY All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. ARTICLE 10: FORCE MAJEURE To the extent that any party to this Agreement shall be wholly or partially prevented from the performance within the term specified of any obligation or duty placed on such party by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause reasonably beyond the party's control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed; provided, however, force majeure shall not excuse an obligation solely to pay funds. ARTICLE 11: CONSENT TO SUIT Nothing in this Agreement will be construed as a waiver or relinquishment by any party of its right to claim such exemptions, privileges and immunities as may be provided by law. ARTICLE 12: NOTICES Notices required under this Agreement must be in writing and delivered personally or sent by certified US Mail, postage prepaid, addressed to such party at the following respective addresses: Brazos Valley Council of Governments: Attention: P.O. Box 4128 Offices: 3991 East 29th St. Bryan, Texas 77805-4128 City: City of Bryan Attention: City Manager, with a copy to the City Attorney P. O. Box 1000 Bryan, TX 77805 City: City of College Station Attention: City Manager, with a copy to the City Attorney 1101 Texas Avenue College Station, TX 77840 3 of 6 O: llnterlocal AgreementslBrazos CountylBrazos Valley Wide Area Communications System\BVWACS K w BVCOG 3.doc D9 atts City: City of Brenham Attention: City Manager, with a copy to the City Attorney 200 West Vulcan Street PO Box 1059 Brenham, TX 77834 County: Brazos County Attention: County Judge, with a copy to County Attorney 300 East 26th Street Suite 114 Bryan, TX 77803 County: Washington County Attention: County Judge, with a copy to County Attorney 100 East Main Street Suite 104 Brenham, TX 77833 Texas A & M University: Texas A & M University Attention:Vice President and Associate Provost For Information Technology 1365 TAMU College Station, TX 77843-1365 ARTICLE 13: MISCELLANEOUS a. This Agreement has been made under and shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under, or in connection with, this Agreement shall lie exclusively in Brazos County, Texas. b. It is understood that this Agreement contains the entire agreement between the parties and supercedes any and all prior agreements, arrangements, or understandings between the parties relating to the subject matter. c. No Amendment to this Agreement shall be effective and binding unless and until it is reduced to writing and signed by duly authorized representatives of all the parties. d. The persons executing this Agreement hereby represent that they have authorization to sign on behalf of their respective entities. e. Failure of any party, at any time, to enforce a provision of this Agreement, shall in no way constitute a waiver of that provision, nor in any way affect the validity of this Agreement, any part hereof, or the right of either party thereafter to enforce each and every provision hereof. 4 of 6 O:llnterlocal AgreementslBrazos CountylBrazos Valley Wide Area Communications SystemlBVWACSK w BVCOG 3.doc f. This Agreement and the rights and obligations contained herein may not be assigned by any party without the prior written approval of all the other parties to this Agreement. g. This Agreement is effective as of the effective date set forth above. This Agreement may be executed simultaneously in one or several counterparts, each of which is deemed to be an original and all of which together constitute one and the same instrument. The counterparts may be signed in multiple originals to allow each party to have an originally signed counterpart for each party. The Agreement has been executed in multiple originals, each having equal force and effect, on behalf of the parties. 5 of 6 O: Ilnterlocal AgreementslBrazos CountylBrazos Valley Wide Area Communications SystemlBYWACS K w BVCOG 3.doc ID9 P -G7 THIS INSTRUMENT HAS BEEN EXECUTED IN MULTIPLE ORIGINALS BY THE PARTIES HERETO AS FOLLOWS: BRAZOS VALLEY COUNCIL OF GOVERNMENTS CITY OF BRYAN By: By: Date: Date: CITY OF COLLEGE STATION By: Date: CITY OF BRENHAM By: WASHINGTON COUNTY By: Date: TEXAS A & M UNIVERSITY By: Date: Date: 6 of 6 O::llnterlocal AgreementslBrazos CountylBrazos Valley Wide Area C munications SystemlBVWACS K w BVCOG 3.doc (01 9,58" EXHIBIT "A-1' SCOPE OF SERVICES The BVCOG shall perform the following services at the following rates for the BVWACS Parties as the Managing Entity pursuant to the BVWACS Agreement: 1. Perform as Managing Entity as set forth in the BVWACS Agreement. This includes the following: a. Overall management. To manage the BVWACS on a day to day basis. Responsibilities include specific duties outlined in the BVWACS Agreement plus any other duties as determined by the Governing Board created under such Agreement. b. Management. Perform ongoing management of the construction, acquisition, implementation, operation and maintenance of the BVWACS; c. Coordination with other radio systems. Serve as principle coordinator with other radio systems as determined by the Governing Board; d. Minutes. Maintain minutes of the Governing Board and Operating Board meetings; e. Recommendations. Make recommendations to the Operating Board regarding proper performance of the BVWACS under the terms of this Agreement; f. Supervision. Supervise additional Employees as applicable; g. Dispute Resolution. Assist in the administrative dispute process as set out elsewhere in this Agreement. h. Agreement Copy. Maintain and make available at all reasonable times to the Operating Board and to the Governing Board a current copy of this Agreement, including any amendments and the most current version of all Exhibits together with copies of the most current versions of any subsequently developed operating procedures or standards; i. Financial Responsibilities. Reconcile the budget on a quarterly basis or as requested by the Governing Board. Prepare draft budget, coordinate purchasing, conduct inventories, assist with any audits and handle such other fiscal matters as may be directed by the Governing Board; j. Reports. Provide such performance reports, projection reports and other reports regarding the technical, operational, fiscal and other aspects of the BVWACS as required by the Governing Board or Operating Board; k. Record Keeping. Maintain and keep current all records, legal documents, contracts, manuals, warranties, etc. relating to the BVWACS and make same available for review by any of the Parties upon request; L Contract Administration. Administer all contracts for the construction, acquisition, implementation, operation and maintenance of the BVWACS; m. Project Management. Oversee the management of all projects relating to the construction, acquisition and implementation of Infrastructure and Improvements to the BVWACS; n. Standard Operating Procedures. Develop, distribute and keep current standard operating procedures for the BVWACS as directed by the Operating Board; o. BVWACS Availability. Ensure operational and technical availability of the BVNX/ACS features to the Parties and Associates in accordance with the goals and objectives O: IInterlocal AgreementstBrazos CountylBrazos Valley Wide Area Communications SystemlBVWACS K w BVCOG 3.doc set forth herein and that support interaction and communications with other public safety radio systems; p. Grant Administration. Oversee the application, administration and financial management of grant funding programs available for the construction, acquisition, implementation, operation and maintenance of the BVWACS. This includes performing as a recipient or sub -recipient for the BVWACS Parties in relation to such grant programs, and such other duties as set out below. 2. Perform Grant Administration, including the following: a. Perform as the sub -recipient for Federal Grant Award Number 2007 -GS -H7-0044, ensuring the BVWACS Parties adhere to all terms and conditions of such grant, accounting for the proper administration of funding and performing items b -k below with respect to such grant. b. Procurement and evaluation responses resulting in specific recommendations to the BVWACS Governing Board for the execution of grants and contracts, including receipt of funds; c. Recommendation to the BVWACS Governing Board for the award of subcontracts for the provision of the services set forth for covered programs that have been approved in accordance with the BVWACS Agreement; d. Management, administration, and oversight of subcontracts and subcontractors' performance, including for contracts for planning, evaluation, and monitoring, e. Payment of all authorized grant program expenses, whether for staff or administrative services, participant support costs, authorized subcontracted services, participant wages or stipends, or other costs incurred in the implementation of programs; f. Reimbursement of any questioned or disallowed costs will first be demanded from the subcontractor where the costs occurred, and making recommendations regarding possible solutions; g. Maintenance of financial and grant participant information records; h. Preparation and delivery of such reports and invoices for funds as are required by the state and federal rules, regulations, and administrative policies applicable to the program covered under the statutes; i. Preparation of a budget for Grant Recipient/Fiscal Agent; j. Authority to procure service providers for services authorized in the adopted and approved annual plans for the covered grant programs;; and k. Provision of other duties that may be required by changes in state and/or federal rules, regulations, and/or policies that are applicable to the covered grant program. 3. Exclusion from scope of services: a. Conveyance of interests in real property. This does not prohibit the provision of services relating to property acquisition, such as oversight of surveys, title work, appraisals, etc. O: llnterlocal AgreementslBrazos CountylBrazos Valley Wide Area Communications SystemlBVWACSK w BVCOG 3.doc EXHIBIT "A-2' COSTS FOR SERVICES Personnel 5110 Project Director 5110 BVCOG Staff Oversight 5150 Rel. Time & Benefits Total Personnel Other Direct 5310 Travel -5310 5510 Equipment -5621 Direct Supplies Direct Space Direct Phone 5212 Consultants -5212 5791 Other Direct Postaqe-5762 Printinq-5721 & Training - 5762 5798 Total Other Direct Internal Service Funds 6150 Accounting 6151 System Admin. 6152 Copy Fax 6153 Human Resource 6154 Space 6155 Reception Internet Phone 6158 Purchasing Solutions Alliance (PSA) 6156 Core Supplies Total ISF Total Direct & ISF 5911 Indirect Current year Charge 6178 Pass through Total Indirect & Passthrough TOTAL EXPENSES Total Expenses w/out Indirect Sources of Funds Grants 4111 Federal Grant Revenue 4211 State Grant Revenue 4772 Other Grants Local / Match Revenue 4511 Local Memberships 4250 Office of Governor (SPA) 4505 County Indigent Health Assessments 4251 Other Sources -Cash 4784 Other Sources - In Kind 12 month Budget $ 80,000 $ 17,000 $ 29,100 $126,100 $ 7,000 $ 3,200 $ 1,000 $ - $ 1,600 $ - $ 5,000 $ 1,500 $19,300 $ 8,263 $ 4,684 $ 1,772 $ 3,896 $ 3,120 $ 2,144 $ 1,315 $ 762 $ 25,957 $171,357 $ 4,575 $ 4,575 $175,932 $171,357 30% of salaries job posting and office furniture 10.329% of salaries 5.855% of salaries 2.215% of salaries 4.87% of salaries (200 Sq. Ft. @ $1.30 per square ft per month) 2.794% of salaries 1.644% of salaries .961% of salaries 2.67% of total expenses O: IInterlocal Agreementst8razos CountylBrazos Valley Wide Area Communications SystemlBVWACS K w BVCOG 3.doc .(14 0 BRAZOS COUNTY COMMISSIONERS' COURT ACTION FORM DEPA RTMENT Road and Bridge NUMBER 56001000 DATE OF COURT MEETING: June 24, 2008 ITEM: Request from Verizon Communications for excavation in the right of way of Arrington Road to access existing conduit for fiber optic cable installation. Site is located in Precinct 1. SOURCE OF FUNDS: N/A PRESENTATION: REQUIREMENTS: 1) 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: Richard F. Vance, P.E. County Engineer CC2008-041 APPROVED BY: 1,4.1-ZdiA ikLe missi�ner Lloy d yd Wassermann Precinct 1 This Request is A i proved ( / Denied 0 by Commissioners' Court Date: Randy Si , County Judge �k Fr VERIZON COMMUNICATION Notice of Line Installation JUNE 3,2008 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: THIS WORK IS ON ARRINGTON RD FROM THE INTERSECTION OF SH 40 TO THE ENTRANCE OF THE INDIAN LAKES SUBDIVISION. CONSTRUCTION WILL CONSIST OF DIRECT BURYING A SUBDUCT FROM THE INTERSECTION OF SH 40 750 FT 5' WITHIN AND ALONG THE WEST ROW OF ARRINGTON RD. FROM THIS POINT FIBER WILL BE PLACED IN AN EXISTING CONDUIT TO THE ENTRANCE OF INDIAN LAKE. FROM WHERE THE CONDUIT CROSSES FROM THE WEST ROW TO THE EAST ROW TO THE SHARP CURVE BEFORE INDIAN LAKES ENTRANCE DUE TO THE LENGTH OF THE PULL THE CONDUIT MAY HAVE TO BE DUG UP TWICE TO AID IN PULLING THE FIBER.. The location and description of this line and associated appurtenances is more fully shown by two (2) 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 JUNE 25,2008 VtIZON COMM NICATIONS Gea. ` c x¢(vl C - BRENDA VAJ DAK Supervisor -Network Engineer 301 Industrial Blvd. Bryan, TX 77803 5416-7F0A0AC 0 PL SUBDUCT FF P mPmm p �4-- m PPNtmO,^ m ' aI' mm O <I-M• L218/PD! ICI, N • mm..p N yyy lll... SM6UX • Pi L218VPD1-2X J L218/P01-1X 41 n093368 •- 1 • 2002600 2423.10 (951 L2181W01-9X Om^mCNMI.MNMM M cmoNN^M�-,P.M Nmm.m.f4G�m: M ZO 1-M^NNtielaPpPp P Z; MM^Mx.lpxmX pc- UU U Id U U cm 0 U 00- 4 N N J N T m COP CO m II NN m m COGPO m •N NNNN,!„ WNthIm'IQ..WvO CC. •mm •m *CO�m'� NNdO 0--1O.p] • Sm6XUUXUXUXUX CI.I845-1850 • 2002599 -e CO N ARRINGTON RD 2423.10 (84) r{, Q�1IyyBtlIC 8B3he 881 g. O l m In N N om Y� ow Cm Cm I. em rm \GNO 'mow — NNW —.T 4` C° CO m .7610 N NCPINN C CIGIN t - Al mNPm^ N NNN[ m m CO COJNti i • X tAOQU dM 33S 4 U, Q W Q 1n Q' Z 0 N W NOTE AREA - LE: 1..100.00 O C C 0> W 6 tcl 3 U U. 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J LL Y W P U N 109 L dM ;33S J m mpmm mcvm Nm Q mm N MN(mm ww N• m01.%= • iWaUU it m N !II II IIL 1►;1 / L218/P016 /� I I / / L218/P016-1X II I II II II I II I m m a, N N m N 0- m a .0 r1 l- 0 cv A.:, g; mm m �iP`v pr,mN P nPn„ mmnm Grew— •iUU • 441.10 (08) N V W W 0: UI c Z O W J CD U, U 2 m W % m NN W a Q LL CO • O ffn yJ •. ZZLoa Z o co u E m • O � > ci 3 O 3 H I' O W m Z O 0 U F 0 a Q flf m J N Z 2 O a. K Z J w S 6 m 3 W L218/PDI7 L218/P017-1X i •2048959 b 1 II 4 m Nmm t0 mrnN mro m ^QNm'N N NNNla' ND.... • E00 b dM 33S UL) NOTE ARE O m In N INDIAN LAKES UMC CXR '2053372 .2 - . 30' INDIAN LAKES DSLAM CXR !2053371 --e Ill co m .0Z •20533&4 N N E 0' mm N: U NIX GUM fm.- cn ICI mom i vg I'1 m N I' 1 93 EM. CD.• 007 IO W cc N C- Z 0 _ W U W i 7 Z -J 0 Cr Z O U H N O X Q r X X J Q cn W J In cc a 2 > W 6 W cc NOTE AREA R.O.W. AGREEMENT AMMENDMENT TO CITGO PIPELINE ESMT dO 1 mP <Im mmvmnm m MQNm W n coNo i ImQUX N dM 3S ti I! 4! m N C, •2050728 e - SEE WP 12 Wm M; N O a m m N P U N P a mOY WMP3 NUN b • • n v m b m m m < 1 .NNNM rocItAt4s.: m~ LL m m N ... • U P \N NPa Cr ITC:0- < ((Uri...3 m NN. N w. -..r3 • P •ZUr .. A m I m P N N m J m m m < m IDMNNm NQvm.. N NNM P MM. P N•NOM •ZT6U I z m 6 X ❑ ^ X m a in-xaav 004; 6 ,01-666 i Nm m UN N •;;:;;; 1''16NNCU V6U NNmUUXR iv??ZO 1-- 7 F- W 7Q 0W X 0- OF 0. Z O W Q O N FS 3ZW =F U f-.> WJF-N-' QJ >z-TieU1Xd U J0W QDZVpZJ33 ¢�F 3FNO7WO OCXXWZW(fIWO>03 QZO_NYdOmW XU p SF. - XZNTNFJ�Z x0-Z31-y.NO 7 S.W LUQOuyO 0 0.OUZUZ_iJ WSLL..0 IVIgiq w9 a,13 _ m m m m NMNN M NVvm p: P NNM P mNMam ir6U m N U Na P NMF3 NN. m 0-N.ZM a N n O U E W W cc Q c z O N_ LU W > m U w W F N O NOTE ARE m X 0 ~ X C LL W ' X ,- 0. 0. O m m IJtri Z N o F in rn > O • > OW C21 W W 6 LL a DU . O O 6 NEE, > .. u- W D x K E.144 m m 3ya— m a —J - N 3 {_ m W Lli.7▪ 1 U FJ 3 3 1- F G t7 ti CO TIME GIVEN FOR LOAD COIL e99 gel'�00 REMOVAL ON TASK CODE LOC 16 ON WP12 *2053360 242330 (PPX-80) <7F0A0AC> M*240192 CASE770/50 TYP 662 AT TIME OF THIS 99'576 625 CPPX> ORDER I2053360 IS PEPOSTED ON 3P0A0MB PLEASE NOTIFY ME WHEN IT IS FINAL POSTED SO I CAN PPX ON THIS ORDER LOT 21 7F0A0AC WARNING TO MINIMIZE THE RISK OF SERVICE OEGAROATION. ACTIVITY INVOLVING THIS TRANSMISSION EOUIPT. SHOULD BE LIMITED TO THE MAINTENANCE WINDOW NM ONLINE TRANSMISSION SUPPORT 1214.815-81501 24 HOURS PER OAY --- 7 DAYS PER WEEK BEFORE STARTING ANY WORK. ASK YOURSELF THESE QUESTIONS. 1. DID I REVIEW RECOVERY PROCEDURES? 2. HAVE I IDENTIFIED SERVICES AND USER'S IMPACT? 3. HAVE I FILED A HIGH RISK ACTIVITY REPORT? 4. D0 I WAVE A REGRESSION TEST PLAN? 5. HAVE THE USERS BEEN NOTIFIED OF THE CHANGE? C HAVE I CHECKED TO SEE IF THE WORK SHOULD BE PERFORMED DURING THE 'WINDOW'? 7. DO I HAVE A METHOD OF PROCEDURE? tCK IZ B. DO I KNOW WHO TO CALL IN CASE OF AN OUTAGE? 9. AM I CONFIDENT I CAN PERFORM THE WORK CORRECTLY AND SAFELY? IF YOU ANSWERED NO TO ANY OF THESE OUESTIONS. OR FEEL THAT YOU CANNOT COMPLETE THE JOB SAFELY? ny 00 D0 NOT ATTEMPT THE JOB! CALL YOUR SUPERVISOR IMMEDIATELYI tN41gN cP 4kEs oR INj1 AN < p°S33�0 CAKES p 20"1&) ) Sp0. 308'240 28483 <Pp OR t20S 5pg 02ej AI*2 0. C .49 282483 3099.g01,00 LOT 20 N NOTE AREA KILOVOLTS 0.00 PRIMARY VOLTAGE (JT.USE) (BUR.JT.) EXPOSED SPRING CREEK VERIZON 9TS AREA DIVISION: SOUTHWEST I EXCH.: 5416 W.C.: 6900 IWO NO.: 7F0A0AC STATE: TX TITLE: PLC FIBER AND OSP IND REM. CD.: 007 CONTROL NUMBER: TAX DST.: TWP: • I RNG.: • SEC.: • DATE: 05/27/08 'REV. DATE: FILE: WP13 DRWN ALV ENG ALV SAL: XXX SCALE: l'.100.00' APRVD PRINT 13 OF 13 c:ldgn1690017FOAOAClwp13.dgn 06/04/2008 11:42:47 AM ✓6,; SEE WP 10 10 *20522% (07) d- M*282483 920' 2422.10 ASP 300-24 C3099,401-700 *2052296 o - *2049762 (05) M*2'82483 968'2423.10 ASP 30'0-24 C30'9S,1-300 *2049762 a -- **2053357 2423.10 (PPX-08) <7F0At0AC> M*240192 CASE770/50 TYP 662 AT TIME OF THIS 309(1,576-625 <PPX> ORDER I2053357 IS z o PEPOSTED ON 3POA0MB. ti.y PLEASE NOTIFY ME WHEN IT 41. IS FINAL POSTED SO. I CAN PPX ON THIS ORDER 7FOAOAC *2049851242110 17384 INDIAN LAKES DR L2180/PD17384/T*I2049851 C3099,126-150 r> 16Q* *2050747 2423.10 (PPX-06)<`�B5 <7F0A0F'IC> M*240193 ti CASE770V100 TYP 662 <oFS �l9 N TIME GIVEN ON THIS 13099,1-36 <PPX> 0°91' TASK CODE FOR ALL THREE LOAD COIL REMOVALS X00,37-37 <PPX> C3099,38-73 <PPX> XOD,74-75 <PPX> t3099,151-160 <PPX> XDD,61-62 <PPX> 03099.163-175 <PPX> WARNING TO MINIMIZE THE RISK Of SERVICE OEOMDATI011. ACTIVITY 'WOLFING THIS . TRANSMISSIOR EDUIPT. 550155.0 RE LIMITED TO THE MAINTENANCE *DOW ROC ONLINE TRANSMISSION SUPPORT 1214-515-80111 2, HOIR5'FED DAY --- 7 OATS PER WEEK BEFORE STARTING ANY W*RK.ASM YOURSELF TREE BUESTIW3. I. DID I REVIEW RECOVERY PROCEOOREST 2. HAVE I IDENTIFIED SERVICES MD USERS IMPACT} 3. HAVE I FILED A MOM RISK ACTIVITY REPORT} . 00 I HAVE A REGRESSION TEST PLANT S. HAVE THE USERS BEEN NOTIFIED OF THE ORANGE? 6. HAVE I CRECKEE' TO SEE IF THE WORE 910BLD SE PERFORMED DURING THE MIMEO? 7. DO I RAVE A METHOD OF PROCEDURE} DOTAGE? 0. DD I KNOW WHO TO CALL IN CASE Cf AN DOTAGE} L AM I CONFIDENT I CAN PERFORM THE WORK CORRECTLY AND SAFELY? IF YOU ANSWERED NO TO ANT Of THESE DUESTIDNS. OR FEEL THAT YOU CANNOT COMPLETE THE JOS SAFELY? 00 NOT ATTEMPT THE JORI CALL YOUR SUPERVISOR IMMEDIATELY' 17384 INDIAN LAKES DR LP 3 "2051276 2423.10 (PPX-08) <7FOA0AC> M*240193 CASE770/100 TYP 662 C3099,101-125 <PPX> C3099,626-700 <PPX> *2049764 <- 42049764 (05) o- M*282482 504'2423.10 ASP 200-24 C3099.1-200 * 2049770 2441.10 (05) M511017909 CON 4' TYPE C 20 FT 1 4650'W -W *2049770 NOTE AREA ,SPRING CREEK VERIZON 9TS *2049789 (05) <-- M*282425 1286' 2423.10 ASP 25-24 C3099,201-225 *2049789 d-- 5\Aoso'' *2049787 (05) o- M*282425 314' 2423.10 ASP 25-24 C3099,201-225 -*2049787 <- AREA 2052512 (07) a- M*282480 504' 2423.10 ASP 100-24 XDD.1-25 C3099,226-300 *2052512 a - EE WP 13 STATE: TX REPO. CD.: 007 DIVISION: SOUTHWEST I EXCH.: 5416 KILOVOLTS 0.00 PRIMARY VOLTAGE W.C.: 6900 TITLE: I'LL ANU USP INDIAN I AItES •UMCI a0 TAX DST.: TWP: • RNG.: • 'SEC.: • WO NO.: 7FOAOAC CONTROL NUMBER: • DATE: 05/27/08 'REV. DATE: SAL: XXX SCALE:1'0100.00' EXPOSED FILE: WPI2 DRWN ALV ENG ALV APRVD PRINT 12 OF 13 cadgnt690017FOA0AC1wp12.dgn 06/02/2008 01:07:02 PM X75 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 07/08 - 35.10 6/24/2008 FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 56001000 61130000 CR Contingency 86,706.00 0100 56001000 65250000 DR Diesel 58,247.00 0100 56001000 65350000 DR Gasoline 28,459.00 Road and Bridge To reallocate funds to provide monies for gasoline and diesel. Prepared By: Date: ifj 6/20/2008 Department Approval Date c.� County Ju • • e Approval P ate I D9 ,27(e INTERLOCAL AGREEMENT FOR THE BRYAN/COLLEGE STATION METROPOLITAN PLANNING ORGANIZATION, AND PARTNER PLANNING AGENCIES This Agreement ("Agreement") is effective as of the first effective date of employment for the new transportation modeler / GIS hire. This Agreement is between the BRYAN/COLLEGE STATION METROPOLITAN PLANNING ORGANIZATION (hereafter referred to as "MPO") and the following organizations: • • • • TEXAS A&M UNIVERSITY (hereafter referred to as TAMU), BRAZOS COUNTY, CITY OF COLLEGE STATION, and CITY OF BRYAN WHEREAS, Texas Government Code, Chapter 791, also known as the Interlocal Cooperation Act, authorizes local governments to contract with each other to perform functions or services each party to the contract is authorized to perform individually; and WHEREAS, TAM U, Brazos County, the City of College Station and the City of Bryan each desire to enter into an Interlocal Agreement to provide total funding in the amount of $60,000.00 per year in support of a new transportation modeler / Geographic Information System (GIS) employee for the MPO; and WHEREAS, TAMU, Brazos County, the City of College Station and the City of Bryan will equally divide the funding for this position at $15,000; and WHEREAS, TAMU, Brazos County, the City of College Station and the City of Bryan agree that this position will provide technical support for the MPO in the development of a transportation model that will allow the MPO to support the development of a long range plan; and WHEREAS, the MPO and TAMU and Brazos County, the City of College Station and the City of Bryan work together to create a continuing, cooperative, and comprehensive planning process, and are authorized to enter into this Agreement; NOW, THEREFORE, in consideration of the recitals and mutual covenants made by the MPO, TAMU, Brazos County, the City of College Station and the City of Bryan to be respectively kept and performed, the parties agree as follows: SECTION I. PURPOSE OF AGREEMENT 1.1 The purpose of this Agreement is to establish the responsibilities of the MPO, TAMU, Brazos County, the City of College Station and the City of Bryan regarding the funding and maintenance of the transportation modeling / GIS position for the MPO. SECTION II. TERM 2.1 This Agreement renews annually on October 1st, concurrent with the start of a new fiscal year. 2.2 This Agreement may be terminated by the TAMU, Brazos County, the City of College Station or the City of Bryan without cause, provided written notice is provided to the MPO, within thirty (30) calendar days before the renewal date of the Agreement. Page 1 P:\GROUP\AGEN-CAL\For Legal Review \In Review \01-24-08\ILA with BCSMPO for Trans tion Modeler position\01 -07-08 FINAL interlocal agreement.doc f Oct A / 17 SECTION III. HIRING / TERMINATING 3.1 The parties agree to work together to identify the most qualified individual to fill this position. The parties further agree that this employee will report to the Director of the MPO who will be responsible for directing this individual in their daily work efforts and will further be responsible for any disciplinary or other action as may be needed. SECTION IV. PROJECT RESPONSIBILITIES 4.1 The parties agree that this transportation modeling / GIS position will be responsible for the following activities: • updating the transportation model to be used for long range planning; • coordinating with the Texas Department of Transportation (hereafter known as TxDOT) to ensure that timelines and goals, in respect to the transportation model, are being met; • acting as liaison with TAMU, Brazos County, the City of College Station, the City of Bryan, and The District to closely monitor changes in the system, that affect the model; • to provide support information to TAMU, Brazos County, the City of College Station and the City of Bryan, as requested, in key transportation -related decisions; and • advance the MPO's technical proficiency in using computers for long range planning decisions. SECTION V. PROJECT COSTS 5.1 The total annual salary with benefits for this new employee of the MPO will be $60,000. 5.2 Each entity - TAMU, Brazos County, the City of College Station and the City of Bryan, agrees to contribute one-fourth of the total salary for the new employee, but in no event more than Fifteen Thousand and No/1 00 Dollars ($15,000) per entity, per year. 5.3 Each payment to the MPO will be made from currently available revenues in a lump sum, within thirty (30) days after October 1st of each year in the Agreement. 5.4 As the salary increases, due to cost of living or merit increases, the MPO agrees to pay for the portion above $60,000, until such time, this Agreement is modified. SECTION VI. MODIFICATION OF AGREEMENT 6.1 The terms and conditions of this Agreement may be modified at any time by the mutual consent of all parties; however, no amendment or modification to this Agreement is effective unless and until it is reduced to writing and signed by duly authorized representatives for all entities. SECTION VII. WRITTEN NOTICE 7.1 Unless otherwise specified, written notice will be deemed to have been duly served if delivered in person to the individuals listed below or if it is delivered or sent certified mail to the business address below. Each party will have the right to change its business address by at least thirty (30) calendar days written notice to the MPO. MPO: Linda LaSut Director 3608 E. 29th Street Suite 113 Bryan, TX 77802 Page 2 P:\GROUP\AGEN-CAL\For Legal Review\In Review \01-24-08\ILA with BCSMPO for Transportation Modeler position\01-07-08 FINAL interlocal agreement.doc l o9 TAMU: BRAZOS COUNTY: CITY OF COLLEGE STATION: CITY OF BRYAN: Charles A. Sippial, Sr. Vice President for Facilities 218 Administration Building College Station, TX 77843-1247 Judge Randy Sims Brazos County Courthouse Bryan, Texas 77803 Mayor Ben White P. O. Box 9960 College Station, Texas 77840 Mayor Mark Conlee P. O. Box 1000 Bryan, Texas 77805 SECTION VIII. STATE AGENCY 8.1 The MPO, TAMU, Brazos County, the City of College Station and the City of Bryan expressly acknowledges that nothing in this Agreement will be construed as a waiver or relinquishment to claim exemptions, privileges, and immunities as may be provided by law. SECTION IX. WAIVER 9.1 Failure of any party, at any time, to enforce a provision of this Agreement, in no way constitutes a waiver of that provision, nor in anyway affects the validity of this Agreement, any part of this Agreement, or the right of the party thereafter to enforce each and every provision of this Agreement. No term of this Agreement will be deemed waived or breach excused unless such waiver is in writing and signed by the party claiming to have waived. Furthermore, any consent to or waiver of a breach will not constitute consent to or waiver of or excuse of any other different or subsequent breach. SECTION X. INVALIDITY 10.1 If any portion of this Agreement is held invalid, illegal or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality and enforceability of the remaining provision will not in any way be affected or impaired. The parties will use their best efforts to replace the provisions of this Agreement with legal terms and conditions approximating the original intent of the parties. SECTION XI. ENTIRE AGREEMENT 11.1 It is understood this Agreement contains the entire Agreement among parties and supersedes any and all prior agreements, arrangements, statements, promises, or inducement contrary to the terms of this Agreement exist. This Agreement cannot be changed or terminated orally. No verbal agreement or conversation with any officer, agent, or employee of the MPO, TAM U, Brazos County, the City of College Station or the City of Bryan, either before or after the execution of this Agreement, affects or modifies any terms or obligations of this Agreement. SECTION XII. CHOICE OF LAW 12.1 This Agreement is governed by the laws of the State of Texas. Page 3 P:\GROUP\AGEN-CAL\For Legal Review\ln Review \01-24-08\ILA with BCSMPO for Transportation Modeler position\01-07-08 FINAL interlocal agreement.doc (9:161�D� SECTION XIII. PLACE OF PERFORMANCE 13.1 Performance of this Agreement is in Brazos County, Texas. SECTION XIV. AUTHORITY 14.1 Each party has full power and authority to enter into and perform under this Agreement, and the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement. The persons executing this Agreement represent that they have authorization to sign on behalf of their respective entities. SECTION XV. AGREEMENT READ 15.1 Each party acknowledges that it has read and understands and intends to be bound by the terms and conditions of this Agreement. SECTION XVI. MULTIPLE ORIGINALS 16.1 It is understood and agreed this Agreement may be executed in a number of identical counterparts with each deemed an original for all purposes. 16.2 IN WITNESS OF THIS AGREEMENT, the MPO, TAMU, Brazos County, the City of College Station and the City of Bryan, through their duly appointed agents have executed this Agreement in duplicate originals. Page 4 P:\GROUP\AGEN-CAL\For Legal Review \In Review \01-24-08\ILA with BCSMPO for Transportation Modeler position\0 I -07-08 FINAL interlocal agreement.doe BRYAN / COLLEGE STATION METROPOLITAN PLANNING ORGANIZATION EXECUTED this the day of , 2008 by MPO. By: LINDA LASUT Director Page 5 P:\GROUP\AGEN-CAL\For Legal Review \In Review \01-24-08\ILA with BCSMPO for Transportation Modeler position\01-07-08 FINAL interlocal agreement.doc �/� 81 TEXAS A&M UNIVERSITY EXECUTED this the day of , 2008 by Texas A&M University. By: ROBERT T. BISOR Associate Vice President & Chief of Staff & University Contracts Officer RECOMMEND APPROVAL: CHARLES A. SIPPIAL, SR. Vice President for Facilities Page 6 P:\GROUP\AGEN-CAL\For Legal Review \In Review \01-24-08\ILA with BCSMPO for Transportation Modeler position\01-07-08 FINAL interlocal agreement.doc ` o9 *� 't BRAZOS COUNTY EXECUTED this the ` day of tntu B , 2008 by Brazos County. RANDY IMS County Judge Page 7 P:\GROUP\AGEN-CAL\For Legal Review\In Review \01-24-08\ILA with BCSMPO for Transportation Modeler position\01-07-08 FINAL interlocal agreement.doc CITY OF COLLEGE STATION EXECUTED this the -T day of 1 I BY: ATTEST: City Secretary APPROVED: City Moner ! Citbr �toiney 1 Chief in 'ci:I icer , 2008, by City of College Station. Mayor — City of College Station Page 8 P:\GROUP\AGEN-CAL\For Legal Review \In Review \0l -24-08\ILA with BCSMPO for Transportation Modeler position\01-07-08 FINAL interlocal agreement.doc iD9 CITY OF BRYAN EXECUTED this the (� day of _ //////44%/ By: MAYOR MARK CONLEE Mayor — City of Bryan , 2008 by City of Bryan. Page 9 of 9 •AIA Document G70 Change Order 1 TM 2001 /3 PROJECT: (Name and address) A New Administrative Office Facility for Brazos County 200 South Texas Avenue BryanTexas 77803 TO CONTRACTOR: (Name and address) Madison Construction, T,TP 1640 Briarcrest Drive Bryan, Texas 77802 CHANGE ORDER NUMBER: Six (6) DATE: 18 June 2008 ARCHITECT'S PROJECT NUMBER: 2642 CONTRACT DATE: 24 July 2007 CONTRACT FOR: General Construction OWNER ❑ ARCHITECT ❑ CONTRACTOR ❑ FIELD ❑ OTHER ❑ The Contract is changed as follows: (Include, where applicable, any undisputed amount attributable to previously executed Construction Change Directives) Summary Attached The original (Contract Sum) (Guarat ed-1 i{R4to-P-Fiee) was The net change by previously authorized Change Orders The (Contract Sum) (Guaiantecd-Mrti...u,a _ nice-) prior to this Change Order was The (Contract Sum) (Guaranteed- 4a i n -Price) will be (increased) (decreased) (unchanged) by this Change Order in the amount of The new (Contract Sum) (Guaranteed Maxiuca-price,) including this Change Order will be The Contract Time will be.(crease4) (decreased4-(unchanged) by Zero ( 0 ) days The date of Substantial Completion as of the date of this Change Order therefore is $ 3,384,311.00 $ 397,399.50 3,781,7ln sn $ 24,222.30 3,805,932.80 1 July 2008 (Note: This Change Order does not include changes in the Contract Sum, Contract Time or Guaranteed Maximum Price which have been authorized by Construction Change Directive until the cost and time have been agreed upon by both the Owner and Contractor, in which case a Change Order is executed to supersede the Construction Change Directive.) NOT VALID UNTIL SIGNED BY THE ARCHITECT, CONTRACTOR AND OWNER. Patt-Prson Architects ARCHITECT (Finn name) 701 South Texas Avenue Bryan, Texas 77803 ADDRESS (Signature) BY (Signature) Barbara Patterson Madison Construction L/. Brazos County CONTRACTOR (Firm name) 1640 Briarcrest Drive Bryan, Texas 77802 AD SS( Michael Jones (Typed name) (Typed mute) (/(8706 DATE DATE OWNER (Firm name) 300 East 26th Street B. an, -xa _ 77803 AD BY (Si: ature) udge Randy Sims (Typed name) DATE CAUTION: You should sign an original AlA Contract Document, on which this text appears in RED. An original assures that changes will not be obscured. AlA Document G701TM - 2001. Copyright © 1979, 1987. 2000 and 2001 by The American Institute of Architects. All rights reserved. WARNING: This AlA ' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this .AIA"' 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. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To repQrtg right yviolations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org. (/�, ' Change Order Number Six Page 2 Attachment to Change Order Number Six (6) A New Administrative Office Facility Brazos County Bryan, Texas Project Number: 2006-2642 You are directed to make the following changes in this Contract: 1. (ASI 15.2) Electro-magnetic Hold -Opens for Door 166 2. (ASI 16.4) Refurbish 24 existing light fixtures located in exist gypsum board ceilings 3. (ASI 17.1) Provide four (4) duplex outlets in Legal Aid 4. (ASI 17.2) Provide cold water supply for ice maker connection in Break 115 5. (ASI 17.3) Modify alarm system to provide wiring to Annunciator Panel location ONLY 6. (ASI 17.4) Caulk ALL existing exterior windows and door frames 7. (ASI 18.3) Balance for the Roof drains added to the existing west roof area (See Note below) 8. (PCR 3.2) Install 110v/20a circuit to each Chiller 9. (PCR 4.1) Add three (3) floor receptacles @ Atrium - 10. Credit for unused portion of the interior graphics allowance $1,529.90 � 1,782.00 v $550.00 126.50 (600.00) 20,532.60 1,073.00' 825.00 872.30 7' (2,469.00) TOTAL for Change Order Number Six (6) $24,222.30 Note: The cost of the new roof drains for the west roof (ASI 18.3) was $6,142.00. $5069.00 was deducted in change order#5 leaving a $1,073.00 balance to be included in change order #6 above. fK Change Order Attachment BRAZOS COUNTY HUMAN RESOURCES DEPARTMENT 300 E. 26TH ST. SUITE 107 BRYAN, TEXAS 77803-5327 PHONE (979) 361-4114 FAX (979) 823-6993 Date: June 18, 2008 To: From: Jennifer Salazar HR Director MEMORANDUM Commissioner's Court w'D Subject: Addition to Employee Manual Section 3.02.7.6 Please consider and take action on the following: Adding the Section 3.02.7.6 to Section 3.02.7 -Policy on Use of Cellular Telephones and Pagers: 3.02.7.6 DATA PLANS If the elected official or department head states that the use of the internet on a cell phone is a requirement for a county employee to fulfill the duties of his position, it is allowable and not subject to payroll taxes, (i.e.: Road and Bridge needs to check the weather before processing certain materials on a road to track location and duration of storms). Due to the cost of this service, the elected official or department head should consider less costly alternatives. The cell phone internet service should only be used for official County business. Thank you. APPROVED: Randy Sims, County Judge date 109 288 Brazos County Personnel Action Form Requested Effective Date: Budget Office Use Only: Budgeted Position ❑ Yes ❑ No Budgeted Dollars ❑ Yes ❑ No Dollars Verified by Budget Office: ❑ Yes ❑ No Verified By: Division: Division #: Employee Name: Employee #: Employment Title: Position #: New Employee ❑ Hourly ❑ Salary ❑ Reinstated Employee Current Employee ❑ Hourly ❑ Salary Hourly Rate/Per Pay Amt: Annual Salary: $ $ Class Code: Group: ❑ Full -Time ❑ Part -Time ❑ Temporary P ry Comments: Step: Chance of Status Title: Position #: Department: Class Code: ❑ Budget Change State Stipend Promotion ❑ Transfer to Another Dept. ❑ Transfer w/in Dept. ❑ Cell Phone Allowance Other (Explain in Comments) Hourly Rate/Per Pay Amt: Annual Salary: $ $ Group: Step: ❑ Full -Time ❑ Part -Time ❑ Temporary Comments: Separation Title: Position #: ❑ Resignation ❑ Termination Retirement Active Duty ❑ Other (Explain in Comments) Original Hire Date: Class Code: Last Day Worked: Conditional (Explain in Comments) Rehire: Yes ❑ No ❑ Comments: Commissioner's Court Action I Approved I Denied Dated this day of ❑ No Action Taken , 20 Employee Signature Date Department Head Signature Date County Judge's Signature nn Human Resource Signature Date RENEWAL ACCEPTANCE: By signing herewith, I acknowledge and agree to renew the current Bid for Office Supplies, Bid 2007-040R, at the same price and in accordance with all terms and conditions agreed to and accepted as part of Bid 2007-040R. The new Bid Number will be 2008-38R. I understand that Bid 2008-038R will be in effect from June 30, 2008 through June 29, 2009. WILTON'S OFFICE WORKS A orized'/Sigiiiature BRAZOS COUNTY Date 42,7/,s Randy Simn ounty Judge Date 0240 OFFICE SUPPLIES - RENEWAL June 30, 2006 - June 29, 2007 2007-040R UPSTATE COMPUTERS DID NOT FILL IN BID PROPERLY Recom ation: WIL N'S OFFICE WORKS Court Approval: Approval Date: 5109-1/0% OFFICE DEPOT h. O f9 0 69 CON O 69 coc a to O f967, CO O O ..- M f9 !O C 61 CO a 69 $14.27 ID 69 O 64 N E/ r a 69 co a 69 O) O 69 co a 61 N O E9 N t0 f9 fh 671 01 a 69 CO a f9 CO a 69 O,• O 69 <0 f9 a 61 to 4 f9 n Cn 69 OFFICE EXPRESS O VI V n Eft Cr) f9 O Vi 1 CV 69 • CO 69 $3.60 alt. $1.50 I $0.73 alt. $0.27 $0.98 alt.$0.41 I 0 CO fA L $2.35 I C) O 69 I- 69 O CO O fA n 4) O b9 .,- O.- 69 O 4) N N O. 69 4) N N N f9 r $0.46 N f0 fD 69 L $1.00 U) M Co V) I $12.25 CO N fD 47) $6.69 r $9.76 J 5 m Z m Z m Z m Z m Z alt. $21.87 I • 44 9 m Z N/B 6 e? 9 °; $0.77 N/B m Z m Z N/B ci to co r N/B alt. $0.50 alt. $2.13 m Z n a V) N/B alt. $4.92 alt. $3.73 alt. $6.09 r 4 !0 I alt. $5.26 SAV-ON .- y alt. $0.50 0 O .-: CO alt. $1.85 alt. $2.52 1 a co 69 $4.45 alt. $2.59 co co O f9 O f9 CO 00 69 0 co. CV f9 r f9 alt. $1.96 alt. $1.05 alt. $0.54 alt. $0.13 b9 alt. $0.30 O f9 .M- fV f9 a f9 00f I� 69 o3 N 69 to a 69 $11.77 co co a $6.43 co C7 O 69 WILTON'S ch O 69 N. a f99 $0.94 alt.$0.36 $1.74 alt $0.60 Tr a V) co E f $1.50 alt. $0.55 $30.96 alt.$24.36 $3.12 alt. $1.30 $0.60 alt. $0.24 $0.80 alt. $0.34 0 f9 $1.78 alt.$1.61 $0.92 alt. $0.44 $1.42 alt. $0.38 $0.73 alt. $0.51 $0.44 alt. $0.35 $0.09 alt. $0.06 $1.03 alt. $0.70 N CoVI f9 $0.67 alt. $0.43 $1.42 alt. $1.08 $0.31 alt. $0.27 $6.00 alt. $5.38 $0.77 alt. $0.34 $4.99 alt. $2.00 $8.20 alt. $4.27 $10.64 alt. $5.61 $4.50 alt. $4.26 $5.75 alt. 5.57 QUICK DELIVERY alt. $0.22 alt. $0.39 alt. $0.47 alt. $0.41 alt. $0.49 o N alt. $1.29 alt. $0.49 alt. $0.49 coo). N 4) co rz = alt. $0.39 atl. $0.39 alt. $0.29 a) N a f9 alt. $0.08 alt. $0.96 al O 69 alt. $0.45 alt. $0.91 alt. $0.29 alt. $3.99 f0 O 6.9 I alt. $1.99 m W fh 69 o) O) cM 69 O O C7 4) a) N- 0) 69 LU co O m as a f9 $1.04 alt. $0.60 $2.18 alt. $0.84 $2.02 V N 69 $47.64 alt. $39.96 I $4.53 alt. $1.51 $0.89 alt. $0.28 I $1.17 alt. $0.39 $1.52 alt. $1.22 $3.26 alt. $1.04 O 69 f9 $0.97 alt. $0.67 1- O f9 •-• a 69 O f9 LO N O 69 $0.87 CO M. f9 $0.50 alt. $0.13 $7.95 alt. $6.48 CO CO a 69 $8.94 alt. $5.16 $16.59 alt. $5.63 $21.08 alt. $7.31 $14.13 alt. $5.05 CO N t0 69 `; co N 0) CO fig ITEM DESCRIPTION I Uni-ball Gel Grip Pen-Med. Point Writing Pads, 81/2 x 11 3/4 Writing Pads, 81/2 x 14 Prem. Writing Pads 81/2x113/4 I Prem. Writing Pads 81/2x14 'Phone Message Bk., 200/book Post It Notes 11/2x2 Post It Notes 3x3 Post It Notes 3x5 Message Flags, Sign here I Single -line Correction Tape Write Out Correction Fluid -White IUni-ball Gel Rollerball Pen/black Flexgrip Retractable Pen/black ISoft Feel Ballpoint/black Round Stic Ballpoint/black I I Office Prod. Stick Pen/med/blk Sharpwriter Pencil, .7mm I Am. Pencil #2med. Soft lead I Hi -Liter Desk -Style, Asst. I Hi -Liter, Flourescent Yellow I Sharpie Fine Point Black Marker I Super Sharpie Marker, Black IMarks -o -Lot Markers, Black I Recycle Manila Folder/Ltr.100/bx I Recycle Manila Folder/Leg.100/bx I Hanging File Folders Let.25/bx I Hanging File FoldersLeg.25/bx BID TABULATION 2008-037 CONSTRUCTION OF NEW TWO LANE ROADWAY BRIDGES AT PLEASANT HILL ROAD OVER STILL CREEK JACK CREEK ROAD OVER JACK CREEK KURTEN CEMETERY ROAD OVER MATHIS CREEK WAKEFIELD BRIDGE, INC. WHART0N, TEXAS PLEASANT HILL ROAD OVER STILL CREEK $158,700.00 JACK CREEK ROAD OVER JACK CREEK $152,250.00 KURTEN CEMETERY ROAD OVER MATHIS CREEK $166,250.00 TOTAL $477,200.00 Breakdown: Mobilization $47,700.00 Materials $238,600.00 Labor $162,268.00 Demobilization $28,632.00 TOTAL $477,200.00 WORKING DAYS TO ACCOMPLISH THIS WORK 100 CALENDAR DAYS FOR COMPLETION OF WORK 180 RECOMMENDATION: Wakefield B ' I e J COURT APPROVAL: ,,,, - y 4 - ; �l-„vv-. APPROVAL DATE: Y/,3 NMATE TELEPHONE SYSTEM REQUEST FOR PROPOSAL - 2008-031 May31, 2008 through May 30, 2009 SECURUS TECHNOLOGIES $4.65 flat rate I I $4.95 + $0.35 min. ay. $3.95 + $0.89 min. Prepaid Card Only 57.50% 28.67% 14.50% 14.25% e O O O r 67.42% NCIC TELETRUST INC. � $3.25 flat rate $3.24 + $0.30 min. $3.73 + $0.45 min. I $3.73 + $0.45 min. at r t0 24.33% 12.50% o C) th r r O O O e CD r t0 O INFINITY NETWORK I $4.10 flat rate $3.25 +$0.40 min. $3.95 + $0.89 min $1.00 per min. e 3 o M M - e O O '- e h t0 O G O tb e O O oi GTL LAZERPHONE $4.65 flat rate $3.25 + ay.$0.36 min $4.95 + $0.89 min C_ E IDo 110. 5. CO 57% o m N o OO r 13.25% e 0 CO o CNI N CD o t0 C J e O Cc) e U) r o U) r 0 O r- TOTAL POINTS 70% EVALUATION FACTOR Station to Station Call IntraLATA Interstate International Commission of total revenue *System design, performance and features I*References *Response to RFP (clarity of Proposal) I*Output reports (samples must be attached) SECURUS TECHNOLOGIES W 2 z *This grade sheet is scored and averaged by three Leiutenants in the Jail SECURUS Master Services Agreement BRAZOS COUNTY (TX) This Master Services Agreement (this "Agreement") is by and between Brazos County Texas ("Customer") and Evercom Systems, Inc. a Delaware corporation and a SECURUS Technologies, Inc. company, ("we," "us," or "Provider"). This Agreement shall be effective as of the date signed by Customer provided the agreement is received by Provider within ten (10) days thereof (the "Effective Date"). 1. Applications. This Agreement specifies the general terms and conditions under which we will perform certain inmate - related services and applications (the "Application(s)") for you. Additional terms and conditions with respect to the Applications will be specified in the schedules entered into by the parties and attached hereto (the "Schedules"). The Schedules are incorporated into this Agreement and are subject to the terms and conditions of this Agreement. In the event of any conflict between this Agreement and a Schedule, the terms of the Schedule shall govern. In the event of any conflict between any two Schedules for a particular Application, the latest in time shall govern. 2. Use of Applications. You grant us the right and license to install, maintain, and derive revenue from the Applications through our inmate systems (including, without limitation, the related hardware and software) (the "System") located in and around the inmate confinement facilities identified on the Schedules (the "Facilities"). You are responsible for the manner in which you use the Applications. Unless expressly permitted by a Schedule or separate written agreement with us, you will not resell the Applications or provide access to the Applications (other than as expressly provided in a particular Schedule), directly or indirectly, to third parties. During the term of this Agreement and subject to the remaining terms and conditions of this Agreement, Provider shall be the sole and exclusive provider of inmate related communications, including but not limited to voice, video and data (phone calls, video calls, messaging, and e-mail) at the Facilities in lieu of any other third party providing such inmate communications, including without limitation, Customer's employees, agents or subcontractors. 3. Compensation. Compensation for each Application, if any, and the applicable payment addresses are as stated in the Schedules. 4. Term. The initial term of this Agreement (the "Initial Term") shall begin on the Effective Date and shall end on the date that is two (2) years thereafter. Unless one party delivers to the other written notice of non -renewal at least ninety (90) days prior to the end of the then current term, this Agreement shall automatically renew for successive periods of one (1) year each. Notwithstanding anything to the contrary, the terms and conditions of this Agreement shall continue to apply to each Schedule for so long as we continue to provide the Application to you after the expiration or earlier termination of this Agreement. 5. Service Level Agreement and Limited Remedy. We are committed to providing you with reliable, high quality Applications, and we offer certain assurances about the quality of our Applications (the "Service Level Agreement"). The Service Level Agreement for each Application is as set forth in the applicable Schedule. THE SERVICE LEVEL AGREEMENT IS THE SOLE AND EXCLUSIVE REMEDY FOR FAILURE OR DEFECT OF AN APPLICATION. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, AND NONINFRINGEMENT. 6. Software License. We grant you a personal, non-exclusive, non -transferable license (without the right to sublicense) to access and use certain proprietary computer software products and materials in connection with the Applications (the "Software"). The Software includes any upgrades, modifications, updates, and additions to existing features that we implement in our discretion (the "Updates"). Updates do not include additional features and significant enhancements to existing features. Your rights to use any third -party software product that we provide shall be limited by the terms of the underlying license that we obtained for such product. The Software is to be used solely for your internal business purposes in connection with the Applications at the Facilities. You will not (i) permit any parent, subsidiary, affiliated entity, or third party to use the Software, (ii) assign, sublicense, lease, encumber, or otherwise transfer or attempt to transfer the Software or any portion thereof, (iii) process or permit to be processed any data of any other party with the Software, (iv) alter, maintain, enhance, disassemble, decompile, reverse engineer or otherwise modify the Software or allow any third party to do so, (v) connect the Software to any products that we did not furnish or approve in writing, or (vi) ship, transfer, or export the Software into any country, or use the Software in any manner prohibited by the export laws of the United States. We are not liable with regard to any Software that you use in a prohibited manner. 7. Ownership and Use. The System, the Applications, and related records, data, and information shall at all times remain our sole and exclusive property unless prohibited by law, in which event, we shall have the unlimited right to use such records, data, and information for investigative and law enforcement purposes. However, during the term of this Agreement and for a reasonable period of time thereafter, we will provide you with reasonable access to the records. We (or our licensors, if any) have and will retain all right, title, interest, and ownership in and to (i) the Software and any copies, custom versions, modifications, or updates of the Software, (ii) all related documentation, and (iii) any trade secrets, know-how, methodologies, and processes related to our Applications, the System, and our other products and services (the "Materials"). The Materials constitute proprietary information and trade secrets of Provider and its licensors, whether or not any portion thereof is or may be the subject of a valid copyright or patent. Master Services Agreement - Page 1 of 8 © SECURUS Technologies, Inc. - roprietary & Confidential - Form 7.07 i Wit, 8. Legality/Limited License Agreement. For services related to Applications which may allow you to monitor and record inmate or other administrative telephone calls, or transmit or receive inmate electronic messages ("e-mail"); by providing the Application, we make no representation or warranty as to the legality of recording or monitoring inmate or administrative telephone calls or transmitting or receiving inmate e-mail messages. Further, you retain custody and ownership of all recordings, and inmate e-mail messages; however you grant us a perpetual limited license to compile, store, and access recordings or inmate calls and access inmate e-mail messages for purposes of (i) complying with the requests of officials at the Facility, (ii) disclosing information to requesting law enforcement and correctional officials as they may require for investigative, penological or public safety purposes, (iii) performing billing and collection functions, or (iv) maintaining equipment and quality control purposes. This license does not apply to recordings of inmate calls or e-mail messages with their attorneys or to recordings or e-mail messages protected from disclosure by other applicable privileges. 9. Confidentiality. The System, Applications, and related call records and information (the "Confidential Information") shall at all times remain confidential to Provider. You agree that you will not disclose such Confidential Information to any third party without our prior written consent. Because you will be able to access confidential information of third parties that is protected by certain federal and state privacy laws through the Software and Applications, you shall only access the Software with computer systems that have effective firewall and anti -virus protection. 10. Indemnification. To the fullest extent allowed by applicable law but subject to the limitations in this Agreement, each party (the "Indemnifying Party") will, and does hereby agree to, defend, indemnify and hold harmless the other party (the "Indemnified Party") from and against any loss, cost, claim, liability, damage, and expense (including, without limitation, reasonable attorney's fees and expenses) brought or claimed by third parties or by the Indemnified Party (collectively, "Claims") arising out of (i) a breach of either party's representations, warranties and/or covenants contained herein or (ii) the gross negligence or willful misconduct of, or intellectual property infringement or alleged intellectual property infringement by, the Indemnifying Party and/or its employees, agents, or contractors in the performance of this Agreement. The Indemnified Party shall notify the Indemnifying Party promptly in writing of any Claims for which the Indemnified Party alleges that the Indemnifying Party is responsible under this section and the Indemnifying Party shall hereupon tender the defense of such Claims to the Indemnifying Party. The Indemnified Party shall cooperate in every reasonable manner with the defense or settlement of such Claims at the Indemnifying Party's expense. The Indemnifying Party shall not be liable under this section for settlements of Claims finalized solely by the Indemnified Party unless the Indemnifying Party has approved such settlement in advance or unless the defense of such Claims has been tendered to the Indemnifying Party in writing and the Indemnifying Party has failed to promptly undertake the defense. 11. Insurance. We maintain comprehensive general liability insurance having limits of not less than $2,000,000.00 in the aggregate. You agree to provide us with reasonable and timely written notice of any claim, demand, or cause of action made or brought against you arising out of or related to the utilization of the Applications and the System. We have the right to defend any such claim, demand, or cause of action at our sole cost and expense and within our sole and exclusive discretion. You agree not to compromise or settle any claim or cause of action arising out of or related to the utilization of the Applications or System without our prior written consent, and you are required to assist us with our defense of any such claim, demand, or cause of action. In the event of a conflict of interests requiring you to retain separate counsel, you will be afforded the right to select your own counsel, and all costs and fees incurred by your counsel in the representation of you will be paid for by us. 12. Default and Termination. If either party defaults in the performance of any obligation under this Agreement, then the non -defaulting party shall give the defaulting party written notice of its default setting forth with specificity the nature of the default. If the defaulting party fails to cure its default within thirty (30) days after receipt of the notice of default, then the non - defaulting party shall have the right to terminate this Agreement upon thirty (30) days written notice and pursue all other remedies available to the non -defaulting party, either at law or in equity. Notwithstanding the foregoing, the thirty (30) day cure period shall be extended to ninety (90) days if the default is not reasonably susceptible to cure within such thirty (30) day period, but only if the defaulting party has begun to cure the default during the thirty (30) day period and diligently pursues the cure of such default. Notwithstanding the foregoing, if you breach your obligations in the section entitled "Software License" or the section entitled "Confidentiality", then we shall have the right to terminate this Agreement immediately. 13. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY SHALL HAVE ANY LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR INCOME, LOST OR CORRUPTED DATA, OR LOSS OF USE OR OTHER BENEFITS, HOWSOEVER CAUSED AND EVEN IF DUE TO THE PARTY'S NEGLIGENCE, BREACH OF CONTRACT, OR OTHER FAULT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY TO YOU RELATING TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT WE PAID YOU DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. 14. Uncontrollable Circumstance. We reserve the right to renegotiate or terminate this Agreement upon sixty (60) days advance written notice if circumstances other than those under our control related to the Facilities (including, without limitation, changes in rates, regulations, or operations mandated by law; material reduction in inmate population or capacity; material changes in jail policy or economic conditions; acts of God; actions you take for security reasons (such as lock - downs)) negatively impact our business; however, we shall not unreasonably exercise such right. Further, Customer acknowledges that Provider's provision of the services is subject to certain federal, state or local regulatory requirements and restrictions which are subject to change from time -to -time and nothing contained herein to the contrary shall restrict Provider from taking any steps necessary to perform in compliance therewith. Master Services Agreement - Page 2 of 8 © SECURUS Technologies, Inc. - Proprietary & Confidential - Form 7.07 15. Injunctive Relief. Both parties agree that a breach of any of the obligations set forth in the sections entitled "Software License," "Ownership and Use," and "Confidentiality" would irreparably damage and create undue hardships for the other party. Therefore, the non -breaching party shall be entitled to immediate court ordered injunctive relief to stop any apparent breach of such sections, such remedy being in addition to any other remedies available to such non -breaching party. 16. Force Maleure. Either party may be excused from performance under this Agreement to the extent that performance is prevented by any act of God, war, civil disturbance, terrorism, strikes, supply or market, failure of a third party's performance, failure, fluctuation or non -availability of electrical power, heat, light, air conditioning or telecommunications equipment, other equipment failure or similar event beyond its reasonable control; provided, however that the affected party shall use reasonable efforts to remove such causes of non-performance. 17. Notices. Any notice or demand made by either party under the terms of this Agreement or under any statute shall be in writing and shall be given by personal delivery; registered or certified U.S. mail, postage prepaid; or commercial courier delivery service, to the address below the party's signature below, or to such other address as a party may designate by written notice in compliance with this section. Notices shall be deemed delivered as follows: personal delivery — upon receipt; U.S. mail — five days after deposit; and courier — when delivered as shown by courier records. 18. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. No waiver by either party of any event of default under this Agreement shall operate as a waiver of any subsequent default under the terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, the validity or enforceability of the other provisions shall remain unaffected. This Agreement shall be binding upon and inure to the benefit of Provider and Customer and their respective successors and permitted assigns. Except for assignments to our affiliates or to any entity that succeeds to our business in connection with a merger or acquisition, neither party may assign this Agreement without the prior written consent of the other party. Each signatory to this Agreement warrants and represents that he or she has the unrestricted right and requisite authority to enter into and execute this Agreement, to bind his or her respective party, and to authorize the installation and operation of the System. Provider and Customer each shall comply, at its own expense, with all applicable laws and regulations in the performance of their respective obligations under this Agreement and otherwise in their operations. Nothing in this Agreement shall be deemed or construed by the parties or any other entity to create an agency, partnership, or joint venture between Customer and Provider. This Agreement cannot be modified orally and can only be modified by a written instrument signed by all parties. The parties' rights and obligations, which by their nature would extend beyond the termination, cancellation, or expiration of this Agreement, shall survive such termination, cancellation, or expiration (including, without limitation, any payment obligations for services or equipment received prior to such termination, cancellation, or expiration). This Agreement may be executed in counterparts, each of which shall be fully effective as an original, and all of which together shall constitute one and the same instrument. This Agreement, together with the exhibits and Schedules, constitutes the entire agreement of the parties regarding the subject matter set forth herein and supersedes any prior or contemporaneous oral or written agreements or guarantees regarding the subject matter set forth herein. EXECUTED as of the Effective Date. CUSTOMER: Brazos County Texas By: Name: Title: Date: Cy!1cL1C Customer's Notice Address: 200 S. Texas Avenue, Suite 352 Bryan, TX 77803 Attention: Brazos County Purchasing Department PROVIDER: Evercom Systems, Inc. By: Na Titl = V' • e President and 9eral Manager Date: Provider's Notice Address: 14651 Dallas Parkway, Suite 600 Dallas, Texas 75254 Attention: General Counsel Provider's Payment Address: 14651 Dallas Parkway, Suite 600 Dallas, Texas 75254 Attention: Accounts Receivable Master Services Agreement - Page 3 of 8 © SECURUS Technologies, Inc. - Proprietary & Confidential - Form 7.07 • r SECURUS Schedule BRAZOS COUNTY (TX) This Schedule is between Evercom Systems, Inc. a Delaware corporation and a SECURUS Technologies, Inc. company ("we" or "Provider"), and Brazos County Texas ("you" or "Customer") and is part of and governed by the Master Services Agreement (the "Agreement") executed by the parties. The terms and conditions of the Agreement are incorporated herein by reference. This Schedule shall be coterminous with the Agreement ("Schedule Effective Date"). A. Applications. We will provide the following Applications: CALL MANAGEMENT SERVICE DESCRI PTION: Secure Call Platform: Secure Call Platform ("SCP") provides, through its centralized net centric, VOIP, digital transmitted system, automatic placement of calls by inmates without the need for conventional live operator services. In addition, SCP provides the capability to (a) monitor and record inmate calls, (b) mark certain numbers as private to disable the monitoring and recording function, (c) automatically limit the duration of each call to a certain period designated by us, (d) maintain call detail records in accordance with our standard practices, (e) automatically shut the System on or off, and (f) allow free calls to the extent required by applicable law. We will be responsible for all billing and collections of inmate calling charges but may contract with third parties to perform such functions. SCP will be provided at the Facilities specified in the chart below. COMPENSATION: Collect Calls. We will pay you commission (the "Commission") in the amount of the applicable Collect Commission Percentage (as specified in the chart below) of the applicable revenue base (as specified in the chart below) that we earn through the completion of collect calls placed from the Facilities. "Gross Revenue" means all charges billed by us relating to collect calls placed from the Facilities. Gross Revenue may be verified by the detailed call records maintained by us, without any deduction or credit for bad debt or for billed calls that for any reason are not collected. Regulatory required and other items such as federal, state and local charges and taxes and fees are excluded. We shall remit the Commission for a calendar month to you on or before the 30th day after the end of the calendar month in which the calls where made (the "Payment Date"). All Commission payments shall be final and binding upon you unless we receive written objection within sixty (60) days after the Payment Date. Your payment address is as set forth in the signature block below. You shall notify us in writing at least sixty (60) days prior to a Payment Date of any change in your payment address. FACILITIES AND RELATED SPECIFICATIONS: Facility Name and Address Type of Call Management Service Collect Commission Percentage Revenue Base for Calculation of Commission Payment Address Brazos County Jail 300 E. 26th Street Suite 102 Bryan, TX 77803 SCP 57.5% GROSS Brazos County Treasurer 200 S. Texas Avenue, Suite 240 Bryan, TX 77803 Brazos County Detention 1835 Sandy Point Rd. Bryan, Texas 77803 SCP 57.5% GROSS Brazos County Treasurer 200 S. Texas Avenue, Suite 240 Bryan, TX 77803 Brazos County Juvenile State Hwy 21 W. Bryan, Texas 77803 SCP 57.5% GROSS Brazos County Treasurer 200 S. Texas Avenue, Suite 240 Bryan, TX 77803 CENTRALIZED NET CENTRIC, VOIP, DIGITAL TRANSMITTED CALL MANAGEMENT SYSTEM DESCRI PTION: Secure Calling Platform User Interface. We will provide you with the Software regarding the Secure Calling Platform Interface ("S -Gate User Interface") which may be used only on computers and other equipment that meets or exceeds the specifications in the chart below, which we may amend from time to time ("Compatible Equipment"), for a total of licensed users as specified in the attached Customer Statement of Work. Customer represents that (i) it will be responsible for distributing and assigning licenses to its end users; (ii) it will use the SCP User Interface for lawful purposes and shall not transmit, retransmit or store material in violation of any federal or state laws or regulation; and (iii) it will monitor and ensure that its licensed end users comply as directed herein. WORKSTATION REQUIREMENTS Processor Personal computer (PC) with a minimum 1 gigahertz (GHz) or processor clock speed recommended; Intel Pentium/Celeron family, or AMD K6/Athlon/Duron family, or compatible Master Services Agreement - Page 4 of 8 © SECURUS Technologies, Inc. - Proprietary & Confidential - Form 7.07 I09 997 (in processor recommended higher Operating System Windows XP Browser Microsoft Internet Explorer 6.0 or better Memory At least 128 megabytes (MB) of RAM; 256 MB for optimum speed Drive CD-ROM or DVD drive Display Super VGA (1,024 x 768) or higher -resolution video adapter and monitor Peripherals Keyboard and Microsoft Mouse or compatible pointing device INTERNET ACCESS REQUIREMENTS DSL or Cable Modem Data Rate: 1.5 Megbits downstream and 384Kbits upstream, minimum NOTE: You are required and responsible for obtaining and installing anti -virus and firewall protection software for connectivity to and from the Internet. We agree to repair and maintain without limitation, furnishing levels in Items 1 through 10 necessitated by any misuse of, Facilities), in which case, we direct invoicing, at our option. damage, or vandalism to, the owned or used by you or a third This SERVICE LEVEL AGREEMENT contemplated hereunder, we computer/desktop/laptop/terminal): user rights for facility personnel Openworkstation is transferred have no obligation to provide RESPONSIBLE FOR THE MAINTENANCE 1. Outage Report; Technical SERVICE LEVEL AGREEMENT and tear excepted), including, accordance with the cost and expense by you (not inmates a Commission deduction any misuse of, or destruction, with other devices or software other devices or software. below). For the services of workstations (personal which permits administrative software. Ownership the hardware provider. CUSTOMER IS SOLELY System outage or malfunction the System Event 24 hours a day, seven 866-558-2323, by email reasonable average monthly call be obligated) to achieve will classify the System service unless at the or of the We to our days a at notice, answer an Event Facility as the System in good operating all parts and labor. All such maintenance below. All such maintenance or destruction, damage, or vandalism may recoup the cost of such repair You agree to promptly notify said equipment. If any portion party, then we shall have no does not apply to any may provide, based upon the The "Openworkstation" is and allows the facilities an to the facility along with a three-year any technical and field support OF ANY OPEMNORKSTATION(S)." Support. If either of the following condition (ordinary wear shall be conducted in shall be provided at our sole to any premises equipment and maintenance through either us in writing after discovering of the System is interfaced obligation to repair or maintain such provided Openworkstation(s) (see facilities requirements, two types an open non -secured workstation ability to add additional third party product support plan with services for an Openworkstation. occurs: (a) you experience a Event"), then you will promptly report may contact Technical Support .outages) by telephone at We will provide you commercially calls to Technical Support, the we will endeavor (but will not System Event, Technical Support or (b) the System requires Technical Support Department week (except in the event TechnicalSupport@Evercom.net, when practical, prior to any time is generally 120 seconds average monthly call answer 2. Priority Classifications. maintenance (each a "System ("Technical Support"). You of planned or emergency or by facsimile at 800-368-3168. Technical Support outage. For your or less, provided however, that time of 30 seconds. Upon receipt of your report of a priority levels: as one of 3. Response the following four "Priority 1" 60% or more of the functionality of the System is adversely affected by the System Event "Priority 2" 30%-59% of the functionality of the System is adversely affected by the System Event "Priority 3" 5%-29% of the functionality of the System is adversely affected by the System Event "Priority 4" Less than 5% of the functionality of the System is adversely affected by the System Event Times. After receipt notice of the System Event, we will respond to the System greater rate of accuracy: Event within the following Customer premises, Technical field technician to the estimated time of arrival), time periods with a 95% or 4. Response Process. In Priority 1 4 hours Priority 2 12 hours Priority 3 24 hours Priority 4 36 hours the event of a System Event, where the equipment is located on diagnosis and correction of the System Event or dispatch a regional dispatcher will contact you with the technician's Master Services Agreement - Page 5 of 8 © SECURUS Technologies, Inc. - Pr tack& C nfidential - Form 7.07 Mg �o g Support will either initiate remote which case the applicable necessary. In the event of a System Event occurs in the centralized SCP system, technical support will initiate remote diagnosis and correction of the System Event. 5. Performance of Service. All of our repair and maintenance of the System will be done in a good and workmanlike manner at no cost to you except as may be otherwise set forth in the Agreement. Any requested modification or upgrade to the System that is agreed upon by you and us may be subject to a charge as set forth in the Agreement and will be implemented within the time period agreed by the parties. 6. Escalation Contacts. Your account will be monitored by the applicable Territory Manager and Regional Service Manager. In addition, you may use the following escalation list if our response time exceeds 36 hours: first to the Technical Support Manager or Regional Service Manager, as applicable, then to the Director of Field Services, then to the Executive Director, Service. 7. Notice of Resolution. After receiving internal notification that a Priority 1 System Event has been resolved, a member of our management team will contact you to confirm resolution. For a Priority 2 or 3 System Event, a member of our customer satisfaction team will confirm resolution. 8. Monitoring. We will monitor our back office and validation systems 24 hours a day, seven days a week. 9. Required IGR. You are responsible for providing a dedicated isolated grounded receptacle ("IGR") for use in connection with the primary System. Upon request we will provide you with the specifications for the IGR. If you are unable to or do not provide the IGR, then we will provide the IGR on a time and materials basis at the installer's then -current billing rates, provided that we are not responsible for any delay caused by your failure to provide the IGR. 10. End -User Billing Services and Customer Care. Our Correctional Billing Services division will maintain dedicated customer service representatives to handle end -user issues such as call blocking or unblocking and setting up end -user payment accounts. The customer service representatives will be available during reasonable business hours Monday through Saturday by telephone at 800-844-6591, by email at Support@CorrectionalBillingServices.com, and by facsimile at 800-578-2627. In addition, we will maintain an automated inquiry system on a toll -free customer service phone line that will be available to end -users 24 hours a day, 7 days a week to provide basic information and handle most routine activities. We will also accept payments from end -users by credit card, check, and cash deposit (such as by money order or Western Union transfer). MESSAGING DESCRIPTION: The Messaging application provides a secure, password protected communication vehicle for inmates and friends & family members. The application uses the existing phone system and all voice mail messages can be recorded and reviewed in the same manner as the phone services provided. The service can be terminated at will for particular inmates. No additional equipment is provided with this application. COMPENSATION: A $0.75 transaction fee plus applicable taxes will be charged to the end -user for each message delivered. Customer will receive $0.25 for each transaction fee collected by Provider. ELECTRONIC DRAGNET Provider shall provide basic Electronic Dragnet through its S -GATE portal for Customer in accordance with the terms and conditions of this Agreement and the S -GATE Use and Security Policy and User Terms and Conditions necessary to ensure the proper use of this product, under strict access controls, for law enforcement purposes only and in accordance with applicable laws. The basic Electronic Dragnet application consists of (i) mapping inquiries; (ii) investigative help book; and (iii) reverse phone number look -up, all for Customer's data only. The Electronic Dragnet access will be limited to [and shared with] the number of allocated SCP licenses for Customer's site. For any additional or future enhancements to basic Electronic Dragnet, Customer acknowledges that it may be required to execute additional user terms or other agreements as Provider may deem necessary in its sole discretion. Master Services Agreement - Page 6 of 8 © SECURUS Technologies, Inc. - Proprietary & Confidential - Form 7.07 Exhibit A: Customer Statement of Work BRAZOS COUNTY (TX) This Customer Statement of Work is made part hereto and governed by the Master Services Agreement (the "Agreement") executed between Evercom Systems, Inc. a Delaware corporation and a SECURUS Technologies, Inc. company ("we" or "Provider"), and Brazos County Texas ("you" or "Customer"). The terms and conditions of said Agreement are incorporated herein by reference. This Customer Statement of Work shall be coterminous with the Agreement. A. Applications. The parties agree that the Applications listed in the Service Schedule or below shall be provided and in accordance with the Service Level Agreements as described in the applicable section of the Service Schedule to the Agreement. B. Equipment. We will provide the following equipment/Applications in connection with the services: Equipment List Features 3 -way Detection Dual Tone Multi Freq Detection Positive Acceptance Detection True Number Validation Anywhere Acceptance Pre -Paid Calling Card Secure Call Platform Voice Mail Covert Alert Crimetip Electronic Dragnet Inmate Phone System SCP for Detention Ctr Panamax-towermax DS 25 Lightning Protection 1 4 - KSU - 4 Outlet Surge Suppressor 1 ADTRAN 924 1 SCP for Low Risk Panamax-towermax DS 25 Lightning Protection 2 4 - KSU - 4 Outlet Surge Suppressor 1 ADTRAN 924 2 SCP for Juvy with DSL TOWERMAX DS/2 MODULEPROTECTS D1C 2 Adtran 908 Router 1 An Inmate at 1 Allotted S -gate Licenses 11 SCN Storage 2 Year - Purge Leave Behind Workstation GX330-OPTI PLEX-OPEN 1 750 GB Sata 1 Dell 17" LCD Monitor 1 Telephone Equipment 25 Count Switch Panel 3 Master Services Agreement - Page 7 of 8 © SECURUS Technologies, Inc. - Proprietary & Confidential - Form 7.07 ;, O9 300 UNLESS OTHERWISE EXPRESSLY SET FORTH IN WRITING IN THIS SCHEDULE, NO APPLICATIONS, EQUIPMENT, INSTALLATION AND SPECIAL REQUIREMENTS OTHER THAN THOSE STATED ABOVE WILL BE PROVIDED; NO ORAL AGREEMENTS OR STATEMENTS ARE BINDING. EXECUTED as of the Schedule Effective Date. CUSTOMER: Brazos County Te as By: Name: Title: u�4 It -1-a/..71 PROVIDER: Evercom Systems, Inc. By: Name: Jo Title: Vi and General Manager Master Services Agreement - Page 8 of 8 © SECURUS Technologies, Inc. - Proprietary & Confidential - Form 7.07 9 F=. 30)