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HomeMy WebLinkAbout2010-01-05-9:00AM-REGULARBRAZOSCOUNTY BRYAN,TEXAS NOTICE OF MEETING AND AGENDA 70 Off 31 P 4. 23 BRAZOS COUNTY COMMISSIONERS COURT THE COMMISSIONERS COURT OF BRAZOS COUNTY WILL MEET IN REGULAR SESSION ON 5 JANUARY 2010 AT 9:00 A.M. IN THE COMMISSIONERS COURTROOM OF THE COUNTY ADMINISTRATION BUILDING, 200 SOUTH TEXAS AVENUE, SUITE 106, BRYAN, TEXAS. Invocation and Pledge of Allegiance — Commissioner Cauley. 2. Call for citizen's input and/or concerns. Consider and take action on agenda items 3 — 14: 3. Budget Amendment 09/10 - 12.1. 4. Personnel Change of Status. 5. Payment of Claims. 6. Resolution 10 -001 moving the location for certain public sales of properties foreclosed upon for delinquent ad valorem taxes from the Brazos County Courthouse to the atrium of the County Administration Building. 7. Amendment Number One to the Texas Juvenile Probation Commission State Financial Assistance contract, 2010 -2011 Biennium. 8. Attendance Improvement Management (AIM) Program Service Agreement with the Center for Criminal Justice Solutions, LLC and Bryan Independent School District to assist in the reduction of truancy rates within Bryan ISD. Term of this agreement is 120 days with the option to renew. Office of the County Judge . 200 South Texas Ave. • Suite 332 Bryan, Texas 77803 . Fax: (979) 361 -4503 Vol. P9 S-- Commissioners Court Agenda 5 January 2010 Page 2 9. State Contract TPASS 985 -L2 terms and conditions for the Tax Office copier lease. 10. Copier Lease Agreement with Documation for the District Attorney's Office. 11. Tax Refund Applications for the following: a. Travis O. & Victoria C. Gardner f. Justin Court b. Phillip Markert g. Mark Junek & Kathleen Junek c. Jose A. Calderon h. Kimberlin Family Partnership d. Anita K. Crockett i. Anita L. Stutts e. Dale & Virginia Lovelace 12. Additional asbestos removal by Building Abatement Demolition Company, Inc. in the following areas of the Brazos County Courthouse: a. the Commissioners area in the carpet and black mastic; b. the mechanical room of the Juvenile area; c. entrance to the Security Office in the plaster ceiling, floor tile and mastic. 13. Permission to advertise the following bids: a. Bid 2010 -16, Herbicides and Surfactants; b. Bid 2010 -17, Equipment Lubricants; c. Bid 2010 -18, Cold Mix Limestone; d. Bid 2010 -19, Fencing Supplies; e. Bid 2010 -21, Hydrated Lime; f Bid 2010 -23, Motor Grader Blades; g. Bid 2010 -24, Transportation of Deceased to Medical Examiner. 14. Acceptance of a Special Warranty Deed from Charles Edward Henderson for improvements to Wilcox Lane located in Precinct 2. 15. Acknowledgement of the Monthly Reports submitted in December 2009. These reports are available for review in the County Judge's Office. 16. Announcement of interest items and possible future agenda topics. 17. Call for citizen input and/or concerns. 18. Agency / Board / Committee reports by Court members. 19. Adjourn Commissioners Court Agenda 5 January 2010 Page 3 PUBLIC COMMENTS Public Comment during the Commission Meeting may be for all matters, both on and off the agenda, and be limited to four minutes per person. Persons are invited to submit comments in writing on the agenda items and/or attend and make comment at the Commission meeting. Members of the public are reminded that the Brazos County Commissioners Court is a Constitutional Court, with both judicial and legislative powers, created under Article V, Section I and Section 18 of the Texas Constitution. As a Constitutional Court, the Brazos County Commissioners Court also possesses the power to issue a Contempt of Court Citation under Section 81.024 of the Texas Local Government Code. Accordingly, members of the public in attendance at any Regular, Special and /or Emergency meeting of the Court shall conduct themselves with proper respect and decorum in speaking to, and/or addressing the Court; in participating in public discussions before the Court; and in all actions in the presence of the Court. Those members of the public who are inappropriately attired and/or who do not conduct themselves in an orderly and appropriate manner will be ordered to leave the meeting. Refusal to abide by the Court's Order and/or continued disruption of the meeting may result in a Contempt of Court Citation. It is not the intention of the Brazos County Commissioners Court to provide a public foram for the demeaning of any individual or group. Neither is it the intention of the Court to allow a member (or members) of the public to insult the honesty and/or integrity of the Court, as a body, or any member or members of the Court, or County employees, individually or collectively. Accordingly, profane, insulting or threatening . language directed toward the Court and/or any person in the Court's presence and/or racial, ethnic or gender slurs or epithets will not be tolerated. Violation of these rules may result in the following sanctions: I. cancellation of a speakers time; 2. removal from the Commissioners Court; 3. a Contempt Citation; and/or 4. such other and /or criminal sanctions as may be authorized under the Constitution, Statutes and Codes of the State of Texas. The County Commissioners Court can deliberate or take action only if a matter has been listed on an agenda properly posted prior to the meeting. During the public comment period, speakers may address matters not listed on the published agenda. The Open Meeting Law does not expressly prohibit responses to public comments by the Commissioners Court. However, responses from the County Judge or Commissioners to unlisted public comment topics could become deliberation on a matter without notice to the public. To ensure the public has notice of all matters the Commissioners Court will consider, the County Judge and/or Commissioners may choose not to respond to public comments, except to correct factual inaccuracies, recite existing policy in response to an inquiry or to ask that a matter be listed on a future agenda. See Texas Open Meetings Act §551.042. The County Administration Building is wheelchair accessible. Handicap parking spaces are available. Any request for sign interpretive services must be made two working days before the meeting. To make arrangements, please call (979) 361 A 102. vol. 13 Pg. 5 g COMMISSIONERS' COURT REGULAR MEETING JANUARY 5, 2010 A regular meeting of the Commissioners' Court of Brazos County, Texas was held in the Brazos County Commissioners Courtroom in the Administration Building, 200 South Texas Avenue, in Bryan, Brazos County, Texas, beginning at 9:00 a.m. on Tuesday, January 5, 2010 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; Irma Cauley, Commissioner of Precinct 4; Karen McQueen, County Clerk. The attached sheets contain the names of the citizens and officials that were in attendance. Commissioner Cauley gave the invocation and then led the pledge of allegiance. Under citizen input /and or concerns, the following spoke: Colleen Batchelor, Justice of the Peace, Precinct 4 a) Told the Court that her office has started using electronic documents/ scanning for almost all of the office. Things are going really well. She thanked Lynn Allen, Jeannie Stevens and the Information Technology Department for all their help in implementing this program. The Court next considered Budget Amendment #09/10 -12.1 Vol ( Z o Page 51 Commissioners Court meeting January 5, 2010 2 that would reallocate funds for Jail Expansion 2007. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to approve the budget amendment as submitted. A copy each amendment is attached. The Court proceeded to consider the change of status of employees as submitted on the attached Personnel Action Requests. On motion by Commissioner Wassermann, seconded by Commissioner Cauley, the Court voted unanimously to approve the changes as submitted. There were no claims submitted by the County Treasurer for payment. The next matter before the Court was consideration of Resolution 10 -001 to conduct the execution of delinquent ad valorem tax sales and the sale of real property under a power of sale conferred by deed of trust or other contract lien in the same location as tax sales. On motion by Commissioner Cauley, seconded by Commissioner Mallard the Court voted unanimously to designate the atrium area on the first floor of the County Administration Building (200 South Texas Avenue, Bryan, Texas) as the location at which sales conducted under the authority of §34.01 Texas Tax Code and §51.002 be conducted. These sales will also include the sale of private properties. Legal counsel advised the Court that the change Vol l a D Page 60 Commissioners Court meeting January 5, 2010 3 would become effective in 90 days. Commissioner Mallard asked that tables and chairs be set for each sale. The next matter for consideration was Amendment Number One to the Texas Juvenile Probation Commission State Financial Assistance Contract, 2001 -2011 Biennium. The purpose of Amendment Number One is to delineate the duties of the Commission and the Grantee regarding the distribution, receipt and expenditure of grant funding for the Commitment Reduction Program. On motion by Commissioner Peters, seconded by Commissioner Cauley, the Court voted unanimously to approve Amendment Number One. A copy is attached. The Court next considered the Attendance Improvement Management (AIM) Program Service Agreement with the Center for Criminal Justice Solutions. Brazos County, Justice of the Peace, Precinct 2 and the Bryan Independent School District wish to engage a service provider namely the Center for Criminal Justice Solutions, LLC. to provide truancy reduction and dropout prevention services. The term of the contract is 120 days at a cost of $16 per day per student (7 students maximum), x 120 for a total of $13,440.00. On motion by Commissioner Cauley, seconded by Commissioner Peters, the Court voted unanimously to approve the Agreement and Vol 1 ' 6 0 Page Commissioners Court meeting January 5, 2010 4 authorized the County Judge to execute the document. A copy is attached. The next matter for consideration was a Copier Lease Agreement with Xerox for a copier for the Tax Office. This is a 36 month lease term on a TPASS 985 -L2 contract with an image allowance of 50,000 images and an overage charge of $0.0066 per image. The cost per month is $302.03. On motion by Commissioner Cauley, seconded by Commissioner Peters, the Court voted unanimously to approve the Copier Lease Agreement and authorized the County Judge to execute the document. A copy is attached. The Court next considered a Copier Lease Agreement with Documation for a copier for the District Attorney's Office. This is a 60 month lease term contract with an image allowance of 20,000 images per month and overage charge of $0.007 per image. The cost per month is $390.00. On motion by Commissioner Wassermann, seconded by Commissioner Cauley, the Court voted unanimously to approve the Copier Lease Agreement and authorized the County Judge to execute the document. A copy is attached. The next matter for consideration was approval of tax refund applications from the following individuals and /or companies: Vol 1 5 0 Page �a Commissioners Court meeting January 5, 2010 5 a. Travis O. & Victoria C. Gardner, over payment $200.00 b. Phillip Markert, over payment $419.10 c. Jose A. Calderon, over payment $9.63 d. Anita K. Crockett, over payment $205.82 e. Dale & Virginia Lovelace, over payment $19.82 f. Justin Court, over payment $75.83 g. Mark Junek & Kathleen Junek, over payment $490.91 h. Kimberlin Family Partnership, over payment $14.72 i. Anita L. Stutts, over payment $19.71 On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to approve the tax refund applications. The Court next considered additional asbestos removal by Building Abatement Demolition Company, Inc. in the following areas of the Courthouse: a. The Commissioners area in the carpet and black mastic b. The mechanical room of the Juvenile Area C. The entrance to the Security Office in the plaster ceiling, floor tile and mastic. The cost for the above listed removal is $4,100 which will increase the contract amount form $65,500 to $69,600. On motion by Commissioner Cauley, seconded by Commissioner Peters, the Court voted unanimously to approve the additional asbestos removal. The Court next considered a request from the Purchasing Department for permission to advertise the following bids: a. Bid 2010 -16, Herbicides and Surfactants b. Bid 2010 -17, Equipment Lubricants c. Bud 2010 -18, Cold Mix Limestone d. Bid 2010 -19, Fencing Supplies Vol 3 p Page 63 Commissioners Court meeting January 5, 2010 6 e. Bid 2010 -21, Hydrated Lime f. Bid 2010 -23, Motor Grader Blades g. Bid 2010 -24, Transportation of Deceased to Medical Examiner. on motion by Commissioner Wassermann, seconded by Commissioner Peters, the Court voted unanimously to approve the advertising of the above referenced bids. The Court next considered acceptance of a Special Warranty Deed for right -of -way on Wilcox Lane in Precinct 2. On motion by Commissioner Peters, seconded by Commissioner Wassermann, the Court voted unanimously to authorize the County Judge to accept on behalf of Brazos County a Special Warranty Deed from Charles Edward Henderson for the expansion and improvements to Wilcox Lane. The Court acknowledged receipt of the Extension Service reports submitted in December 2009 and acknowledged receipt of reports from the following County and Precinct Offices showing revenues collected and remitted to the County Treasurer: County Clerk District Clerk Justice of the Peace Precinct 1 Justice of the Peace Precinct 2, Place 1 Justice of the Peace Precinct 2, Place 2 Justice of the Peace Precinct 3 Justice of the Peace Precinct 4 Constable, Precinct 1 Constable Precinct 2 Constable Precinct 3 Constable Precinct 4 Brazos County Events Facilities Road & Bridge Vol 130 Page t4 Commissioners Court meeting January 5, 2010 7 Sheriff A copy of the officials reports can be viewed in the County Auditors office. Under announcement of interest items and possible future agenda topics the following spoke: County Judge a) He received a request from the Sheriff to take the vehicle driving simulation equipment out to the Exposition Complex. Bill Jeanes Risk Manager, will be sending letters to all drivers of county vehicles to let them know. There is more parking at the Exposition Complex. The County Judge said he will call the Director about making space available. Under citizen input and /or concerns, the following spoke: Mike Wilson, Chief Deputy a). There were 522 inmates in jail, 33 are off site, 51 have monitors and 34 are pending for monitors. County Judge and Commissioner Mallard a) They toured the new facility at the jail site. We should be able to use it in about a month and will no longer have to send inmates to offsite jails. There will be considerable savings when they can be housed here. There were no Agency /Board /Committee reports by Court members. Vol 1,3e Page � 1� Commissioners Court meeting January 5, 2010 There being no further business to come before the Court, the meeting was adjourned. Vol Bo Page � �Q The foregoing minutes of the Commissioners Court meeting held January 5, 2010 have been examined and are approved in open Court this the I(pTw day of eb , 2010, in Bryan, Brazos County, Texas. Judge Lloyd tlassermann Commissioner, Precinct 1 L Duane Peters Kenny Mall r Commissioner, Precinct 2 Commissioneky Precinc 3 Commissioner) Precinct 4 Attest: Karen McQueen County Clerk Vol 13 Page �Q BRAZOS COUNTY COMMISSIONERS COURT Meeting on S 6 , 20j (U @ 91zX CJl�, Name Organization / Department 1� N1. CGfit7Z�� t,Ll � l r Q E A PAGE of _ voi. 3 0 Pg. � y BRAZOS COUNTY COMMISSIONERS COURT 0o Q.Yn. Meeting on , 2009 T Name Organization / Department n All /05e p .�- -- 63 c� Pct c PAGE Z of ;�,, voi. 13 Pg. b 1 BRAZOS COUNTY, TEXAS 3 BUDGET AMENDMENT(S) FOR THE 2009 -2010 BUDGET YEAR NO. 09/10 —12.1 On this the 5 day of January 2010 at a regular meeting of the Commissioners' Court, the following members were present: A. Randy Sims, County Judge, Presiding Lloyd Wassermann, Commissioner, Precinct 1 E. Duane Peters, Commissioner, Precinct 2 G. Kenny Mallard, Commissioner, Precinct 3 Irma Cauley, Commissioner, Precinct 4 Karen McQueen, County Clerk The following proceedings were held: THAT WHEREAS, on 5 January 2010 the Court heard and approved a budget amendment for the 2009 -2010 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 21 September 2009, the following amendment(s) to the original budget are hereby authorized, as described on the attached page(s). ADOPTED AND APPROVED this the 5 day of January 2010. THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS. Original: County Clerk's Office and attached to the original budget Copies: County Auditor County Treasurer County Budget Officer Commissioners' Court Minutes Vol. 1 3 O Pg. BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 09/10 -12.1 1/5/2010 FUND DIV ACCT I PROJ DR/CRJ ACCOUNT NAME Increase Decrease 4308 63430800 80130000 DR I Building - Sheriff Jail 15.00 4308 63430800 67050000 CR Appliances 15.00 Jail Expansion 2007 To reallocate funds to allow for the a ment of shipping charges for appliances to be used at the Low Risk Facili Vol. --13-L-- Pty -� 1 PERSONNEL CHANGE OF STATUS REQUESTS Commissioner Court Date: January 5, 2010 Department Submitting Information: Human Resources Purpose of Submissions: Consider and Take Action on Change Requests Department Submitting Employee Request Action Requested Request(s) Applies To Expo Complex Edwards, Calvin New Hire Patranella. Kevin Promotion Juvenile Wade, Cedrick Declined Position SO — Jail Carpio, Regina Transfer Win Dept. Douglas, Kelly New Hire Henderson, Latonya Transfer Win Dept. Tax Office Ramirez, Lori Resignation Approved in Commissioners' Court: January 5, 2010: County Judge's or Commissioner's Signature: (This Copy to be attached to minutes) Z wl"LD Vol. 13D Pg. - 7 a RESOLUTION THE STATE OF TEXAS § COUNTY OF BRAZOS § WHEREAS, it has come to the attention of the Brazos County Commissioner's Court that certain public sales of properties foreclosed upon for delinquent ad valorem taxes draw a large volume of potential purchasers; and, WHEREAS, based on prior resolution of this Court, such sales are currently required to be conducted on the first floor of the Brazos County District Courthouse (300 E. 26` Street, Bryan, Texas) in an area adjacent to the County Clerk's office; and, WHEREAS, based on current construction efforts at the Brazos County Courthouse, such location will cease to be available; and WHEREAS, §34.019(r) of the TExAs TAX CODE and §51.002(h) of the TExAs PROPERTY CODE vest Commissioners' Court with the power to designate any location within the subject county for the execution of delinquent ad valorem tax sales and the sale of real property under a power of sale conferred by deed of trust or other contract lien; and, WHEREAS, sales of real property under deed of trust or other contract lien have been held at the same location as tax sales: BE IT RESOLVED that the atrium on the first floor of the County Administration Building (200 South Texas Avenue, Bryan, Texas) be designated as the location at which sales conducted under the authority of §34.01 TEXAS TAX CODE and §51.002 of the TExAs PROPERTY CODE be conducted. Notwithstanding, the posting of any notice required by TEXAS PROPERTY CODE §51.002(b)(1) of a sale to take place at an area other than an area of the courthouse remains at the courthouse door of Brazos County. Additionally, pursuant to TEXAS TAX CODE §34.019(h), and in the event of no timely publication of a tax sale, one of the notices of such tax sale filed by an officer charged with the sale must be posted at the door of the Brazos County Courthouse. Resolution 10-001 VOI. t) Page 1 oft -73 3 — Pg. BE IT FURTHER RESOLVED that this Resolution be recorded in the real property records of Brazos County, Texas. SIGNED this the Ii- day of ;-�ah 2010. l LLOYD WASSERMANN DUANE PETERS COMMISSIONER, PRECINCT I KENNY MALL COMMISSIONER, PRECINCT 3 ATTEST: � k71 N MCQ UEEN •• COMMISSIONER, Resolution 10-001 7 q- Vol.. 3 Po 'Pg r COMMISSIONER, PRECINCT 2 CO P Y Texas Juvenile Probation Commission State Financial Assistance Contract 2010 -2011 Biennium Amendment Number One This is Amendment Number One to the State Financial Assistance Contract for the 2010 - 2011 Biennium between the State of Texas, represented by and through the Texas Juvenile Probation Commission, hereinafter called "the Commission ", and the Juvenile board of BRAZOS County hereinafter called the'Grantee ". In consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Commission and the Grantee, for the consideration hereinafter detailed, make the following amendment. Article 1. PURPOSE AND SCOPE OF AMENDMENT The purpose of Amendment Number One is to delineate the duties of the Commission and the Grantee regarding the distribution, receipt and expenditure of grant funding for the Commitment Reduction Program which provides an array of rehabilitation services for Juvenile offenders, Including, but not limited to, community- based, residential, transition and aftercare programs or services. All provisions In the 2010 - 2011 Biennium State Financial Assistance Contract and any fully executed amendments thereto that do not conflict with the provisions of Amendment Number One remain in full force and effect. Article II. Amendments to Article 11 DOCUMENTS AND DOCUMENT INCORPORATED BY REFERENCE Article 11, Section 2.1, Subsection 2.1.1 is amended by adding Paragraph 2.1.1.2 to read as follows: 21.1.3 F,xhbN 6 Commitmen(: Reduclion ,Program Resolution — Acceptance (Amendment One). ;. Article III. Amendments to Article 1V OBLIGATIONS AND RESPONSIBILITIES OF THE COMMISSION QUARTERLY PAYMENTS Article IV, Section 4.1, Subsection 41.2, Paragraph 4.1.2.4. Is amended to read as follows: 4.1.2.5 Commitment Reduction Program (Grant "C) in the amount of $163,300 payable to the Grantee. The new TYC commitment diversion goal for BRAZOS shall be 11. Grantee acknowledges mat, pursuant to Rider 21, page V -38, Chapter 1424 (S.B. 1), Acts of the 81" Legislature, Regular Session, 2009 (the General Appropriations Act), if admissions to TYC exceed 1,783 and upon approval of the Legislative Budget Board, the Comptroller of Public Accounts shall transfer appropriations equal to $51,000.00 for each commitment over 1,783 In fiscal year 2010 from the Commission to TYC in 2011. Article IV. Amendments to Article IV OBLIGATIONS AND RESPONSIBILITIES OF THE COMMISSION ANNUALPAYMENTS Article IV, Section 4.1, Subsection 4.1.4, Paragraph 41.4.1. is amended to read as follows: 4.1.4.2 Commitment Reduction Program (Grant "C) in the amount of $0 payable to the Grantee. The new TYC commitment diversion goal for BRAZOS shall be 0. Grantee acknowledges that, pursuant to Rider 21, page V -38, Chapter 1424 (S.B. 1), Acts of the 81" Legislature, Regular Session, 2009 (the General Appropriations Act), 0 admissions to TYC exceed 1,783 and upon approval of the Legislative Budget Board, the Comptroller of Public Accounts shall transfer appropriations equal to $51,100.00 for each commitment over 1,783 in fiscal year 2010 from the Commission to TYC in 2011. Texas Juvenile Probation Commission BRAZOS Ctatw FinanrM AaniaMnm 1`nntrar4 9Mn .. pi I Aiannit m � - 'f�i nQ• Canfamrwr 7nnn - Pann 1 For the faithful performance of the terms of this Contract the parties hereto In their capacities as stated, execute this Contract aHbr their signatures and bind themselves. THE STATE OF TEXAS, Acting By and Through The Texas Juvenile Probation Commission °F1ikMY'f]i.. t o t h c D 2 02 � ar•� GRANT R C PIENT, I frEOara RAZUUS B "�. /)_ Typed Name: Randy Sims (J nZBoard hair person) Title: Co Iudee Date: 12/18/2009 By: W Typed Name: Doug Vance (Chi dministrative Office Title: Director Date: 12/18/2009 By: �� (� /_ JL�iL I M"4_ Typed Name: Katie Conner (Fiscal Officer) Title: County Auditor Date: 12/18/2009 Texas Juvenile Probation Commission BRAZOS c..r. Finsnrial GAAf¢tnnn r:nntmnt 7nin .7m t m AnnlnM .RAntAmhlnr 7nnQ - PAm 7 Vol. 13 Pg.- 4P EXHIBIT "B" JUVENILE BOARD RESOLUTION COMMITMENT REDUCTION PROGRAM (Grant C) STATE OF TEXAS Know All Men By These Present COUNTY OF BRAZOS On this the 18th day of December 20�09 a duly called and lawfully convened meeting of the Juvenile Board of BRAZOS County, Texas was held in the City of Bryan. Brazos County, T%. , pursuant to the Texas Open Meetings Act. A quorum of the Members was present, to wit 11 ....w U.,... of .h.vanklA RnAM MAmhom Pm- Antl Jude Steve Smith 361st District Crt Jude Travis Bryan, 272nd District Crt J udge Amanda Matzke, CCL #1 Randy Sims County Judge lAnn Andersou. Citizen Heaber where, among other matters, came up for consideration and adoption the following Resolution: Whereas, the 81 Texas Legislature has mandated the establishment of guidelines for the Implementation of the Commitment Reduction Program (Grant C) designed to provide an array of rehabilitation services forjuvenile offenders, including but not limited to, oommunity- based, residential, transition and aftercare programs or services; and Whereas, the Texas Juvenile Probation Commission (Commission) has made available and offered state financial assistance monies in order to achieve the objective of diverting youth from the Texas Youth Commission (TYC) to suitable juvenile justice programs and services in local communities; and Whereas, the Juvenile Board of BRAZOS County /Judicial District by this Resolution acknowledges that pursuant to Rider 21, page V -38, Chapter 1424 (S.B. 1), Acts of the 81 Legislature, Regular Session, 2009 (the General Appropriations Act), if admissions to TYC exceed 1,783 and upon approval of the Legislative Budget Board, the Comptroller of Public Accounts shall transfer appropriations equal to $51,000.00 for each commitment over 1,783 in fiscal year 2010 from the Commission to TYC In 2011; and Whereas, the Juvenile Board believes that the execution of the State Financial Assistance Contract for the 2010 — 2011 state biennium will further the interests of juvenile justice in this county and are In support of this Resolution and agrees to the binding terms in this Contract, and all documents which have been Incorporated into this Contract by reference; and Therefore, Be R Resolved that the Juvenile Board of BRAZOS County /Judicial District, Texas does hereby formally authorize and approve acceptance of the grant funds and requirements of the Commitment Reduction Program (Grant C) implemented through the State Financial Assistance Contract for the 2010 — 2011 state biennium. FurdwrSe It Resolved that the current Juvenile Board Chairman, Randy Sims be, and is hereby, authorized to sign this Resolution as the act and deed of the Juvenile Board of BRAZOS CourHy/Judical District. The foregoing Resolution was lawfully moved by Judge Steve Smith , duly seconded by Ann Anderson . and duly adopted by the Juvenile Board on a vote of 5 members for the motion and _0 opposed. Texas Juvenile Probation Commission n BRAZOS Math RnAnrJAI AACNftxn CnntmA 9n1n - 9n71 RlAnnh" ,CAn1AmhAr /rrr>n PanA 7 Vol. _____1 D PS AIM PROGRAM SERVICE AGREEMENT This AIM PROGRAM SERVICE AGREEMENT (the "Agreement ") is entered into by and between the following parties (who shall hereinafter be collectively referred to as the "Parties," or if any of the Parties is referred to in the singular, the "Party'): A. Center for Criminal Justice Solutions, LLC ( "Service Provider'), a limited liability company formed and existing in and under the laws of the State of Texas, with its principal place of business located at: 12009 Colt Road, #1809T Dallas, Texas 75251 B. Bryan Independent School District ( "Bryan ISD "), a political subdivision of the State of Texas, with its principal office located at: 101 N. Texas Avenue Bryan, Texas 77803 C. Brazos County and its Justice of the Peace, Precinct 2, Place 2 (the "Court'), a political subdivision of the State of Texas (Brazos County and the Court being hereinafter collectively referred to as the "County"), with its office located at: 200 S. Texas Avenue, Suite 332 Bryan, Texas 77803 WHEREAS, Service Provider provides truancy reduction and dropout prevention services. WHEREAS, Bryan ISD and the County desire to engage Service Provider, and the Parties have agreed to enter into a contract for Service Provider to provide, implement, manage, and direct the Attendance Improvement Management program (the "AIM Program') service in Bryan ISD in an effort to assist in the reduction of truancy rates within Bryan ISD; and WHEREAS, In order to effectuate their agreement, the Parties have agreed to enter into this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and promises contained herein, and for such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: AIM PROGRAM SERVICE AGREEMENT Page 1 of 10 Vol. 1 Pg. -) 9 -- ri 1. TERM OF THE AGREEMENT 1.1. Term The term of this Agreement is for a period of 120 days which shall commence on the date of the last party to sign this Agreement and end 120 days thereafter (the "Contract Term "). At the conclusion of the initial Contract Term, the Agreement may be renewed upon the agreement of all Parties for an additional term of less or more days on the same terms and conditions as provided herein. 2. OBLIGATIONS OF THE PARTIES 2.1. Obligations of Service Provider The Obligations of Service Provider under this Agreement are as follows: 2.1.1. Provision of AIM Program for Contract Term Service Provider shall provide the AIM Program to Bryan ISD and the Court for the duration of the Contract Term, which shall include the following services and supporting materials: a. The ability to place a total of 7 students in the AIM Program at any given time ( "AIM Program Capacity Number"). b. Ail forms, documents, and instructions that are necessary for the implementation and management of the AIM Program, some of which is or includes confidential and proprietary information of Service Provider and, thus, is subject to the Confidentiality Agreements to be executed by the County and Bryan ISD, which are attached hereto as Attachment "A" and Attachment "e ", respectively, and incorporated herein by reference. C. Service Provider shall utilize 7 GuardTrax cell phone /GPS devices (the "Devices ") for location monitoring of students participating in the AIM Program ( "AIM Students "). The Devices shall be provided to the Court for distribution to AIM Students entered into the AIM Program in accordance with the AIM Program implementation instructions. (The Court's possession of the Devices is solely for the purpose of distributing the Devices to AIM Students on behalf of Service Provider, and it is in no way meant to be and shall not be considered a lease or purchase of such Devices by the Court); d. Service Provider shall input the information of AIM Students into its AIM Program operating software; e. Service Provider shall permit access to its AIM Program operating software by permitted authorized representatives of the County /Court and Bryan ISD (the "Authorized Representatives ") at the discretion of Service Provider based upon ethical standards of privacy, all of whom shall agree in writing to be bound by the applicable Confidentiality Agreement by signing an acknowledgment agreement In the form attached to the applicable Confidentiality Agreement as Exhibit "A" to Attachments "A" and "B "; AIM PROGRAM SERVICE AGREEMENT Page 2 of 10 Vol. BD Pg. -) 7 e, f. Daily wake -up telephone calls. Service Provider shall make daily wake -up telephone calls to the homes of AIM Students each school-day morning; g. Live coaching telephone calls. Service Provider shall make live coaching telephone calls to AIM Students at their homes at least three (3) nights per week. All AIM Students will be called on Sunday nights, and the other remaining calls for any particular AIM Student will be made either on Monday and Wednesday nights or Tuesday and Thursday nights at the discretion of Service Provider; and h. Service Provider shall provide information about the AIM Program for media inquiries, if necessary. 2.2. Oblieations of Bryan ISD The Obligations of Bryan ISD under this Agreement are as follows: 2.2.1. Provision of /Access to Certain Information Upon written request to Bryan ISD by Service Provider, specifically listing the identities of the AIM Students for which information is sought, Bryan ISD agrees to provide the following information or access to the information to Service Provider by the earlier of the end of the Contract Term or April 30, 2010, subject to the Release of Liability and Release of Information forms to be signed by AIM Students and the parents /legal guardians thereof: a. Class attendance records for each AIM Student during the Contract Term and for the school year during which the AIM student is in the program; b. During the school year in which the AIM Student is in the program, referrals to alternative education venues (e.g., In- School Suspension, Out of School Suspension, etc.); C. Grades for each AIM Student during the Contract Term and for the school year in which the AIM Student is in the program; d. During the school year in which the AIM Student is in the program, credits recovered during and after each AIM Student's participation in the AIM Program; and e. During the school year in which the AIM Student is in the program, the enrollment status for all AIM Students then participating, or who have participated, in the AIM Program. 2.2.2. Surveys Bryan ISD shall arrange for Service Provider to conduct a brief written AIM Student, parent/legal guardian, and teacher attitude surveys as requested by Service Provider. 2.2.3. Exit Interviews Bryan ISD shall arrange for Service Provider to conduct an exit interview from the AIM program with a sample of AIM Students. AIM PROGRAM SERVICE AGREEMENT Page 3 of 10 Vol. 13 0 Pg. 90 2.2.4. AIM Program Liaison Bryan ISD shall appoint an AIM Program liaison (the "Bryan ISD Liaison ") to communicate with Service Provider regarding and during the implementation and management of the AIM Program. Bryan ISD shall provide the name of the Bryan ISD Liaison to Service Provider in writing. Bryan ISD may change the Bryan ISD Liaison upon notice to Service Provider. 2.2.5. Confidentiality During the course and scope of this Agreement and the implementation and management of the AIM Program, Service Provider will provide information to Bryan ISD that constitutes or includes confidential and proprietary information, including but not limited to trade secrets, of Service Provider or third parties. In exchange for the receipt of any such confidential or proprietary information, Bryan ISD agrees to protect from unauthorized use, distribution, disclosure, or publication all confidential and proprietary information it receives from Service Provider; and, accordingly, Bryan ISD expressly acknowledges and agrees to execute and be bound by the Confidentiality Agreement, and the terms and conditions thereof, attached hereto as Attachment "B" and incorporated herein by reference as if fully set forth herein. The enforceability of this Agreement is expressly conditioned upon Bryan ISD's execution of the Confidentiality Agreement. It is also expressly agreed and understood by all parties that, in the event of a conflict between the provisions contained in this paragraph and the County's and /or Bryan ISD's obligations regarding disclosure under the Texas Public Information Act, the provisions of the Texas Public Information Act shall govern. 2.3. Obligations of the County The County agrees as follows: 2.3.1. Contract Price• Method of Payment The price of the AIM Program is S13,440.00 (the "Contract Price "), calculated as follows: $16.00 per day x 7 [the AIM Program Capacity Number] x 120 days. Brazos County shall be responsible for direct payments of the Contract Price to Service Provider. Service Provider shall invoice Brazos County monthly for equal installments of $3,360.00 and payment will be made within 30 days of receipt of Service Provider's Invoice. Brazos County shall receive the first invoice at the commencement of the Contract Term, and each subsequent invoice shall be provided to Brazos County at the beginning of each month thereafter until the Contract Price is paid in full. Upon commencement of the Agreement, and on a monthly basis without demand thereafter, Bryan ISD will reimburse Brazos County 50% of the amount paid by the County for the AIM Program services provided under this Agreement. In the event state or federal funds become available that would apply to payment or furtherance of the AIM Program, it is understood and agreed that any payments of such funds made directly to Service Provider by the state or federal funding source for the benefit of Brazos County and /or Bryan ISD shall be a credit against that portion, if any, of the Contract Price then remaining due and owing by Brazos County and /or Bryan ISD under this Agreement. 2.3.2 Provision of Devices and AIM Program Instructions to AIM Students The Court agrees to provide a Device and verbal and written instructions about the AIM Program to each AIM Student in accordance with the AIM Program implementation instructions provided to the Court. AIM PROGRAM SERVICE AGREEMENT Page 4 of 10 Vol. 1 _`� O--- pg. 91 2.3.3. AIM Program Liaison The Court shall appoint an AIM Program liaison (the "Court Liaison ") to communicate with Service Provider regarding and during the implementation and management of the AIM Program. The Court shall provide the name of the Court Liaison to Service Provider in writing. The Court may change the Court Uaison upon notice to Service Provider. 2.3.4. Confidentiality During the course and scope of this Agreement and the implementation and management of the AIM Program, Service Provider will provide information to Brazos County and /or the Court that constitutes or includes confidential and proprietary information, including but not limited to trade secrets, of Service Provider or third parties. In exchange for the receipt of any such confidential or proprietary information, Brazos County and the Court agree, subject to their respective obligations as entities governed by the provisions of the Texas Public Information Act, to protect from unauthorized use, distribution, disclosure, or publication all confidential and proprietary information received from Service Provider; and, accordingly, Brazos County and the Court expressly acknowledge and agree to execute and be bound by the Confidentiality Agreement, and the terms and conditions thereof, attached hereto to as Attachment "A" and incorporated herein by reference as if fully set forth herein. The enforceability of this Agreement is expressly conditioned upon Brazos County's and the Court's execution of the Confidentiality Agreement. It is also expressly agreed and understood by all parties that, in the event of a conflict between the provisions contained in this paragraph and the County's and /or BISD's obligations regarding disclosure under the Texas Public Information Act, the provisions of the Texas Public Information Act shall govern. 3. MISCELLANEOUS PROVISIONS 3.1 Securfty Provider shall use commercially reasonable efforts to prevent unauthorized access to any databases or other sensitive material; and shall notify County of any known security breaches or holes that adversely affect County and /or Service Provider. 3.2 Uninterruated Power Supply (UPS) Service Provider will implement a high - availability architecture at the data center to ensure, as much as possible, continued availability of access by Service Provider even when there is power failure and /or hardware malfunction. 3.3 Audit No more frequently than once per calendar year, County shall have the right to inspect through its auditor, at County's sole expense, the records of Service Provider on reasonable advance written notice and during Service Provider's regular business hours for the limited purpose of verifying the invoices submitted to County for payment hereunder. Such records shall be maintained for a period of at least one (1) year from the date of creation of such record. Payment of any amount determined to be due County as a result of such audit shall be made within thirty (30) days of receipt of County's invoice therefore. If the audit determines that any monies are owed Service Provider, a copy of the audit report shall be provided to Service Provider and County shall pay Service Provider such amount within thirty (30) days of County's receipt of the auditor report. 3.4 Returned Devices Upon the expiration or earlier termination of this Agreement, Orin the event of a Device defect, the Court and /or Bryan ISD shall return such Device(s) to Service Provider. AIM PROGRAM SERVICE AGREEMENT Page 5 of 10 Vol. 13a Pg. Sa 3.5 gm Remedies If any Device and /or connected technology becomes, or in Service Provider's opinion is likely to become, the subject of an infringement claim or action, Service Provider may, at its option and in Its sole discretion: (I) procure, at no cost to County, the right for the Court to continue distributing the Device and /or connected technology on behalf of Service Provider; (ii) replace or modify the Device and /or connected technology to render it non - infringing, provided there is no material loss of functionality; or (iii) if, in Provider's reasonable opinion, neither (i) nor (ii) above is commercially feasible, terminate the Agreement. 3.6 survival Termination or expiration of this Agreement shall not relieve any Party of obligations that by their nature or term survive termination or expiration; such as, by way of example and without limitation, the obligation to make all payments that have or will become due under this Agreement. 3.7 Termination Either party (Service Provider, singularly, and Brazos County and Bryan ISD, jointly) may cancel this Agreement for any reason, by providing written notice to the other party at least thirty days prior to the cancellation date. If Service Provider fails to provide services according to the provisions of this Agreement, County and Bryan ISD may, upon written notice of default to Service provider, terminate all or any part of the Agreement. Termination is not necessarily an exclusive remedy, but will be in addition to any other rights and remedies provided by law or equity under this Agreement. 3.8 Effect of Termination Upon termination or expiration of this Agreement: (a) Service Provider may require that the Court return all Devices to Service Provider In accordance with Section 3.4 hereof; and (b) each of the Parties shall release the other from all obligations under this Agreement, except for obligations accrued and owing up to the effective date of termination and any surviving obligations as set forth in Section 3.6. 3.9 Press Release County and Bryan ISD, respectively, agree to not unreasonably withhold permission to Service Provider to identify County and Bryan ISD as customers by using the County's and Bryan ISD's name, trademarks, and trade names on Service Provider's website and in other online and offline marketing materials. Service Provider will first secure County's and Bryan ISD's respective written permission prior to disclosing County s and /or Bryan ISD's affiliation or using County s and /or Bryan ISD's name, trade marks, and trade names. 3.10 Entire Agreement This Agreement and all other documents referenced in this Agreement constitute the entire agreement between the Parties with respect to the matters contemplated herein and supersede any and all prior and contemporaneous agreements, negotiations, and understandings of the Parties in connection herewith. No covenant or condition not expressed in this Agreement shall affect or be effective to interpret, change or restrict this Agreement. There are no representations, agreements, or inducements other than those set forth expressly and specifically in this Agreement and the other documents referenced in this Agreement. The Agreement may be changed only by written instrument signed by all Parties. AIM PROGRAM SERVICE AGREEMENT Page 6 of 10 Vol. 130 * p 93 3.11 Assignment This Agreement and any rights, interests, duties, and obligations herein are not assignable, in whole or in part, by any Parry without the prior express written consent of the other Parties, such consent not to be unreasonably withheld. 3.12 Notice . Any notice required by this Agreement or given in connection therewith, shall be in writing and shall be given to the appropriate party or parties (a) via hand delivery, (b) via certified mail, postage prepaid, or (c) by recognized overnight delivery service. Notice shall be delivered personally to the designated agent specifically identified by the Party at the designated address as follows: If to Service Provider: Paul Pottinger Center for Criminal Justice Solutions, LLC 12009 Colt Road, #1809T Dallas, Texas 75251 If to Bryan ISM Student Issues: Carol Cune Executive Director of Administration 101 N. Texas Avenue Bryan, Texas 77803 Financial Issues: Amy Drozd Chief Financial Officer, BISD 101 N. Texas Avenue Bryan, Texas 77803 If to the Court: Randy Sims Brazos County Judge 200 So. Texas Ave., Ste 332 Bryan, Texas 77802 Tommy Munoz Justice of the Peace Pct. 2.2 200 So. Texas Ave., Ste 114 Bryan, Texas 77802 AIM PROGRAM SERVICE AGREEMENT Page 7 of 10 Vol. 130 Pg. E q Notice is effective when delivered by any of the foregoing methods of delivery to the designated agent for receipt of Notice at the appropriate addresses stated above. Any Party may change the person and address to which Notice may be delivered at any time by providing the other Parties with written notice of a change of person and address. 3.13 Amendments This Agreement shall not be amended, modified or supplemented except pursuant to a written instrument signed by all Parties, making specific reference to this Agreement. 3.14 Choice of Law, Venue This Agreement shall be governed by and construed in accordance with the laws of the State of Texas (without giving effect to principles of conflicts of laws) applicable to a contract to be performed in this state. Exclusive venue for purposes of any claim, dispute or lawsuit resulting from or arising out of or to construe or enforce this Agreement shall be a court of competent Jurisdiction in and for Brazos County, Texas. 3.15 Binding Effect This Agreement shall be binding upon and inure to the benefit of the Parties and each of their respective successors and permitted assigns. 3.16 Headings and Captions The headings and captions used in this Agreement are for convenience only and shall not limit, expand, affect, or alter the meaning of any text. 3.17 Gender Words used in this Agreement of any gender shall be construed to include any other gender where appropriate; and words used in this Agreement that are either singular or plural shall be construed to include the other where appropriate. 3.18 Validity* Multiple Counterparts This Agreement shall not be valid or effective unless and until it is signed by all Parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 3.19 Authorization Each of the Parties to this Agreement represent that the person executing this Agreement on behalf of such Party is duly authorized to execute this Agreement, and that all necessary corporate and /or governmental formalities required for the approval or execution of this Agreement have been performed or have occurred. 3.20 Compliance with laws All parties herein shall comply with all applicable federal, state, and local laws and regulations. 3.21 Severability and Savings Clause If any term of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such illegal, invalid or unenforceable term had never been included. AIM PROGRAM SERVICE AGREEMENT Page R of 10 Vol. 13b p 8S 3.22 No Waiver The failure of any Party or Parties to this Agreement to enforce at any time any one or more of the terms or conditions of this Agreement shall not constitute a waiver of such terms or conditions or such Party's or Parties' right thereafter to enforce each and every term or condition of this Agreement. The parties expressly agree that no provision of this Agreement is in any way intended to constitute a waiver by Brazos County or Bryan ISD of any Immunities from suit or from liability by operation of law. Nothing in this Agreement is intended to benefit any third party beneficiary. 3.23 Remedies Cumulative Unless expressly provided otherwise herein: (i) all rights and remedies granted to each Party under this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies otherwise available to such Party in this Agreement, at law or in equity; and (ii) termination or expiration of this Agreement will not limit any Party from pursuing any other remedies available to It, including injunctive relief, in connection with any of its rights accrued or otherwise existing up to the date of such termination or expiration. 3.24 Attorneys' Fees Costs. and Expenses Should any of the Parties to this Agreement file suit or otherwise claim or defend the enforcement of the terms hereof, the prevailing Party or Parties shall recover its or their reasonable and necessary attorneys' fees, together with all costs and expenses of litigation. 3.25 Public Information Act The Parties acknowledge and agree that County and Bryan ISD may be subject to either Rule 12 of the Judicial Rules of Administration or to the Texas Government Code, Chapter 552, also known as the "Texas Public Information Act' (hereinafter, "PIA "). Thus, there may be occasions when requests for information are submitted to the County or Bryan ISD pursuant to Rule 12 or the PIA. Upon a request for information by a third party under Rule 12 or the PIA, it is expressly acknowledged and agreed that Bryan ISD, County, its Commissioners, County Judge, elected officials, appointed officials, department heads, and employees (hereinafter, "Governmental Requestors") may request advice, decisions and opinions of the Attorney General of the State of Texas (hereinafter, "Texas Attorney General ") in regard to the application of the PIA, or any exceptions or exclusions thereto to any requested forms, documents, manuals, instructions, guidelines, software, hardware, firmware, or any part thereof, or other equipment or item, data or information furnished by Service Provider to, or otherwise in the possession or knowledge of, the County and /or Bryan ISD. It is further acknowledged and agreed that the Governmental Requesters have the right and obligation by law to rely on the advice, decisions and opinions of the Texas Attorney General. The Service Provider hereby releases the Governmental Requestors from any and all liability or obligation of any type, kind or nature regarding any disclosure of any forms, documents, manual, instructions, guidelines, software, hardware, firmware, or any part thereof, or other equipment or item, data or information furnished by Service Provider to, or otherwise in the possession or knowledge of, the County and /or Bryan ISD that is determined by or in reliance on any advice, decision or opinion of the Texas Attorney General to be available to the public or any persons. 3.26 Governmental immunity This Agreement is expressly made subject to Brazos County's and Bryan ISD's governmental immunity, Title 5 of the Texas Civil Practices and Remedies Code, and all applicable federal and state law. Nothing in this Agreement is intended to benefit any third party beneficiary. AIM PROGRAM SERVICE AGREEMENT Page 9 of 10 Vol. Vo 6 � 3 �--- Pg. r � 3.27 Fiscal Funding Clause. Notwithstanding any provisions contained herein, the obligations of the County under this Agreement are expressly contingent upon the availability of funding for each item and obligation contained herein for the term of the Agreement and any extensions thereto. Service Provider or any other person or entity directly or indirectly employed by the Service Provider shall have no right of action against the County in the event the County is unable to fulfill its obligations under this Agreement as a result of lack of sufficient funding for any item or obligation from any source utilized to fund this Agreement or failure to budget or authorize funding for this Contract during the current or future fiscal years. In the event that the County is unable to fulfill its obligations under this Agreement as a result of lack of sufficient funding, or if funds become unavailable, the County may provide funds from a separate source or may terminate this Agreement by written notice to the Service Provider at least thirty (30) days in advance of such termination. At any time County fails to make payment as required under this Agreement, Service Provider has the right to cease providing the AIM Program to County and Bryan ISD. EXECUTED IN DUPLICATE, EACH OF WHICH SHALL HAVE THE FULL FORCE AND EFFECT OF AN ORIGINAL, CENTER FOR CRIMINAL JUSTICE SOLUTIONS, LLC BRAZOS By: /2 - 3� - Oy B Paul Pottinger _. Date Its: Member BRAZOS COUNTY JUSTICE OF THE PEACE, PCT 2, PI 2 Brazos ATTEST: Judge Randy Sims By: Kareh McQueen, County BRYAN INDEPENDENT SCHOOL[ By: By: ommy M Justice ate AIM PROGRAM SERVICE AGREEMENT Page 10 of 10 vot. 13 0 p 3 7 Date to /0 Attachment "A" CONFIDENTIALITY AGREEMENT This Confidentiality Agreement is effective as of the Effective Date of the AIM Program Service Agreement to which this Confidentiality Agreement is attached (the "Effective Date "), and is entered Into by and between Center for Criminal Justice Solutions, LLC, a Texas limited liability company ( "Discloser") and Brazos County and its Justice of the Peace, Precinct 2, Place (collectively, "Recipient "), hereinafter collectively referred to as the "Parties ". WHEREAS, Discloser, Recipient, and Bryan Independent School District ( "Bryan ISD ") have agreed to enter into an "AIM Program Service Agreement', whereby Discloser shall provide, implement, manage, and direct the Attendance Improvement Management program ( "AIM Program ") in Bryan ISD in an effort to assist Recipient and Bryan ISD in the reduction of truancy rates within Bryan ISD; and WHEREAS, the Parties have agreed that the enforceability of the AIM Program Service Agreement is expressly conditioned upon the execution of this Confidentiality Agreement; and WHEREAS, Recipient acknowledges and agrees that certain information to be provided to Recipient by Discloser pursuant to the AIM Program Service Agreement is confidential and proprietary in nature and has significant commercial value that would be diminished by unauthorized use, distribution, disclosure, or publication; and WHEREAS, Discloser is willing to provide such information to Recipient only upon the terms and conditions set forth in this Confidentiality Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and promises contained herein, and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Discloser and Recipient agree as follows: 1. confidential Information "Confidential Information," whether written, oral, in electronic form, or in any other medium, as used herein shall mean and include all AIM Program and other proprietary materials and information belonging to Discloser which Discloser deems confidential including, but not limited to,: (a) the manner in which Discloser conducts the AIM Program and its business and operations, including manuals, guidelines, handbooks, plans, costs, prices and other pricing information, compensation, policy or procedures, and agreements; (b) the processes learned by Recipient while under contract with Discloser for the AIM Program; (c) any trade secrets or other know -how of Discloser, including processes, simulations, databases, and results of other AIM programs; (d) any software, including source code or object code, developed by or for Discloser and the AIM Program (the "Software "); (e) any documentation, technical parameters or general features and functionality of the Software; (f) this Confidentiality Agreement; (g) any other information not generally known in the industry which was disclosed to Recipient or known by Recipient as a consequence of the AIM Program Service Agreement, this Confidentiality Agreement, and the operation of the AIM Program; and (h) any other information or material clearly marked or designated as confidential or proprietary. Discloser acknowledges that Brazos County and its Justice of the Peace, Precinct 2, Place 2 (the "Court"), or an authorized representative ( "Authorized Representative") of either, is or may be an elected official and /or governmental CONFIDENTIALITY AGREEMENT Page 1 of 6 �o). )3 D Pg. $ 8 entity, which means there may be occasions when requests for information are submitted to Recipient or an Authorized Representative thereof pursuant to the Texas Public Information Act (the "Act"), Chapter 552, Texas Government Code. Brazos County must notify Discloser of any request made pursuant to the Act for Information provided by Discloser to Brazos County and, if protected from disclosure pursuant to an exception or exceptions set forth in the Act, seek a decision from the Texas Attorney General's Office as permitted under the Act regarding the applicability of an exception to disclosure of such information, including but not limited to whether an exclusion pursuant to Section 552.305 of the Act applies. While the Act excludes the judiciary, there may be information submitted by Discloser to the Court under this Confidentiality Agreement that is not considered judicial in nature. In that case, the Court must notify Discloser of its right to submit the requested Information to the Texas Attorney General's Office, for a ruling regarding the proprietary nature of the Information in accordance with Section 552.305 of the Act. Confidential Information shall not include information: (a) that is or becomes generally available to the public other than as a result of a breach of this Confidentiality Agreement by Recipient or as a result of any other improper or unlawful means; (b) that is rightfully received by Recipient without obligations of confidentiality; (c) that is developed independently by Recipient without breach of this Confidentiality Agreement; or (d) that is required to be disclosed by applicable law, valid subpoena, or other process of law in the written opinion (reasonably satisfactory to Discloser) of legal counsel for Recipient as the case may be. 2. Confidential Information Provided to Recipient In consideration for the obligations imposed upon Recipient pursuant to Section 3 hereof, in order to assist Recipient in the furtherance of its involvement in and with the AIM Program during the course of the AIM Program Service Agreement, Recipient shall be provided certain Confidential Information by Discloser. 3 ii - `o - of geciplent with respect to confidentia Information. In consideration for the receipt of Confidential Information as enumerated in Section 2 hereof, Recipient agrees that it shall, during and at all times subsequent to the Contract Term or earlier termination for whatever reason of the AIM Program Service Agreement, protect, safeguard, and hold in confidence the Confidential Information, including but not limited to the following duties: a. Subject to Texas law governing governmental entities' records obligations, Recipient shall not use the Confidential Information other than for the purposes of its contractual relationship with Discloser, that being the implementation and management of the AIM Program; b. Recipient shall not disclose, distribute, publish, or otherwise reveal any Confidential Information, in whole or in part, to any third parry; except that Recipient may disclose Confidential Information to requesting law enforcement authorities, a government agency or agencies with regulatory authority over juveniles, Bryan ISD, the County or the subject matter of this Agreement, in response to order(s) issued by a court of law, or to its Authorized Representatives with a specific need to know. Prior to any disclosure to an Authorized Representative, Recipient shall advise such Authorized Representative of this Confidentiality Agreement and the duties and obligations of Recipient therein and obtain the written agreement of such Authorized Representative to be bound hereby as if the Authorized Representative were the named Recipient herein. Specifically, prior to disclosure of any Confidential Information to an Authorized Representative, Recipient must either notify Discloser the name of its Authorized Representative or require such Authorized Representative to sign the "Agreement to be Bound by Confidentiality Agreement" attached hereto as Exhibit "A" and made a part hereof, thereby acknowledging his, her, or its agreement to be bound by the terms of this Confidentiality Agreement. Recipient shall be responsible for any violation of this Confidentiality CONROENTIALrty AGREEMENT Page 2 of E Vol. 130 Pa. 99 Agreement by any of Its Authorized Representatives, such a violation by an Authorized Representative constituting a breach by Recipient, as well as the Authorized Representative, of this Confidentiality Agreement; C. Recipient shall not copy or otherwise reproduce, or permit to be copied or reproduced, any Confidential Information, except in pursuance of Recipient's performance of the AIM Program Service Agreement (Any copies or reproductions of Confidential Information made by Recipient shall also be considered Confidential Information.); d. Recipient shall not use any Confidential information as a basis upon which to develop or assist a third party to develop a competing or similar business or program to that of Discloser; and e. Subject to Texas law governing government records- keeping obligations, at the end of the Contract Term (defined in the AIM Program Service Agreement) or other termination of the AIM Program Service Agreement for whatever reason, or immediately upon the request by Discloser, whichever event occurs sooner, Recipient shall immediately return any Confidential Information which is in Recipient's care, possession, custody, or control to Discloser and certify in a form reasonably satisfactory to Discloser to the return of all tangible Confidential Information and references thereto. Return of Confidential Information shall be deemed timely if it is within ten (10) days of the triggering event Subject to Texas law governing government records- keeping obligations, at Recipient's option, any documents or other media developed by Recipient containing Confidential Information may be destroyed by Recipient instead of returned to Discloser. Recipient shall provide a written certificate to Discloser regarding the destruction within ten (10) days thereafter. 4. confidential Information of Third Parties Recipient agrees to maintain in confidence any confidential information of third parties received as a result of the AIM Program Service Agreement. Recipient agrees, to the extent there is no conflict and it is legally permissible to do so, to execute and /or abide by the terms of other nondisclosure agreements that Discloser may have with third parties, so long as such agreements are made known to Recipient and Recipient is given prior opportunity to review such Agreements. Recipient further agrees that the terms of this Confidentiality Agreement do not and will not breach any agreement to keep in confidence confidential or proprietary information, knowledge, or data acquired by Recipient In confidence or in trust prior to entering into this Confidentiality Agreement, and Recipient will not disclose to the Discloser, or induce Discloser to use, any confidential or proprietary information or material belonging to any other party. S. Disclosu re Required by Law. If, in the absence of a protective order, a determination by the Attorney General's Office that Confidential Information is excepted from disclosure, court ordered disclosure, or the receipt of a waiver hereunder, Recipient or an Authorized Representative is, in the opinion of its counsel, compelled to disclose Confidential Information to any tribunal or else be liable for contempt or suffer some other penalty, that party or person may disclose the Confidential Information to the tribunal without liability, provided that (i) the disclosing party or person gives Discloser written notice of the Confidential Information to be disclosed as far in advance of its disclosure as practicable so that Discloser may, in its discretion, seek a protective order or other governmental or judicial relief at Discloser's expense to prevent disclosure of such Confidential Information, and that the disclosing party or person use its best efforts to obtain assurances that the confidential nature of the information will be maintained, and (ii) the party or person furnishes only that portion of the Confidential Information that is legally required. CDNFIDENr1AM AGREEMENT Page 3 of 6 Vol. 13 a p g , q 0 6. Post Agreement• Survivability of Obligatio To the extent permitted by Texas law governing the obligations of a political subdivision or entity of the State of Texas, all of the provisions of this Confidentiality Agreement shall survive termination of this Confidentiality Agreement by any Party. in addition, Recipient's obligations under this Confidentiality Agreement shall not be affected by bankruptcy, receivership, assignment, attachment, or seizure procedures, whether initiated by or against Recipient. 7. No License Nothing contained in this Confidentiality Agreement shall be construed as granting or conferring to Recipient or any Authorized Representative any rights by license or otherwise to or in any Confidential Information, other than the limited right to use Confidential Information in accordance with and for the purposes of the AIM Program Service Agreement. & kn owledgment Remedies Attornetr� Fees, Costs and Expenses Recipient acknowledges and agrees that the Confidential Information of Discloser is proprietary to and a valuable trade secret and asset of Discloser and that any unauthorized use, distribution, disclosure, or publication thereof will cause irreparable harm and loss to Discloser and will be a material breach of this Confidentiality Agreement. Consequently, Discloser will be entitled, in addition to any other available remedies, to injunctive and equitable relief to prevent a breach and to secure the enforcement of this Confidentiality Agreement. Discloser may withhold AIM Program services from Recipient if Recipient fails to comply with this Confidentiality Agreement, without restricting Discloser from other legal and equitable remedies. Recipient further acknowledges that the execution by it of this Confidentiality Agreement is a material condition to the enforceability of the AIM Program Service Agreement. 9. Miscellaneous 9.1. No Representation or Warranty. The parties understand and acknowledge that Discloser is not making any representation or warranty as to the accuracy or completeness of the Confidential Information. 9.2. Entire Agreement. This Confidentiality Agreement, together with the AIM Program Service Agreement to which this Confidentiality Agreement is attached as Attachment "A" and incorporated in by reference, contains the entire understanding between the Parties relative to the protection of Confidential Information and supersedes all prior and collateral communication, reports, and understandings, if any, between the Parties. 9.3. Amendments; No Waiver. This Confidentiality Agreement shall not be amended, modified, or supplemented except pursuant to a written instrument signed by all Parties, making specific reference to this Confidentiality Agreement. The failure of any Party or Parties to this Confidentiality Agreement to enforce at any time any one or more of the terms or conditions of this Confidentiality Agreement shall not constitute a waiver of such terms or conditions or such Party's or Parties' right thereafter to enforce each and every term or condition of this Confidentiality Agreement. 9.4. Assignment. This Confidentiality Agreement and any rights, interests, duties, and obligations herein are not assignable, in whole or in part, by either Discloser or Recipient without the prior express written consent of the other party. 9,5. Choice of Law; Jurisdiction, Venue. This Confidentiality Agreement shall be governed by and construed in accordance with the laws of the State of Texas (without giving effect to principles of CONFIDENTUUJTY AGREEMENT Page 4 of 6 Vol. -- P �' ---- ,�- _ conflicts of laws) applicable to a contract to be performed in the State of Texas. Exclusive venue for purposes of any claim, dispute, or lawsuit resulting from, relating to, arising out of, or to construe or enforce this Confidentiality Agreement shall be a court of competent jurisdiction in and for Brazos County, Texas. 9.6. Binding Effect. This Confidentiality Agreement shall be binding upon and inure to the benefit of the Parties and each of their respective heirs, beneficiaries, successors and permitted assigns. 9.7. Headings and Captions. The headings and captions used in this Confidentiality Agreement are for convenience only and shall not limit, expand, affect, or alter the meaning of any text. 9.8. Multiple Counterparts. This Confidentiality Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 9.9. Authorization. Each of the Parties to this Confidentiality Agreement represent that the person executing this Confidentiality Agreement on behalf of such Party is duly authorized to execute this Confidentiality Agreement, and that all necessary corporate and /or governmental formalities required for the approval or execution of same have been performed or have occurred. 9.10. Severability and Savings Clause. If any term of this Confidentiality Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, then it shall be removed and this Confidentiality Agreement, including all of the remaining terms, will remain in full force and effect as if such illegal, invalid, or unenforceable term had never been included. Signed by the Parties and effective as of the Effective Date. Recipient Discloser Brazos County Center for Criminal Justice Solutions, LLC By: B Printed Name: Printed Name: — Title: Lh An Title: '26 Lc AC!%ILh Brazos C unty Justice the Peac Precinct 2, Place 2 By: Printe ame: Title: rtiti Fl- tiCz - �. CONFIDENTIALITY AGREEMENT Page 5 of 6 Vol. � Pg.__ -- EXHIBIT "A" TO CONFIDENTIALITY AGREEMENT BETWEEN Center for Criminal Justice Solutions, LLC AND Brazos County AND Brazos County Justice of the Peace, Precinct 2, Place 2 AGREEMENT TO BE BOUND BY CONFIDENTIALITY AGREEMENT In connection with, as consideration for, and as a condition of the receipt by the undersigned, being an Authorized Representative of either Brazos County or its Justice of the Peace, Precinct 2, Place 2, for the AIM Program, of one or more items of Confidential Information, as defined in the Confidentiality Agreement to which this Exhibit "A" is attached and made a part thereof (the "Confidentiality Agreement "), the undersigned hereby agrees to comply with and be bound by the terms and conditions of the Confidentiality Agreement. [Signature] (e , M • I ke c g I I I [Printed Name] TITLE: l l 1 ADDRESS: PHONE: - I G r 0 C - - f O 'D o EMAIL: �L I I (J r d - O fl� DATE SIGNED: CONFIDENTIAUTY AGREEMENT 1 -3' — a 01 Page 6 of 6 13D 93 Vol. Pg. Attachment "r CONFIDENTIALITY AGREEMENT This Confidentiality Agreement is effective as of the Effective Date of the AIM Program Service Agreement to which this Confidentiality Agreement is attached (the "Effective Date "), and is entered into by and between Center for Criminal Justice Solutions, LLC, a Texas limited liability company ( "Discloser") and Bryan Independent School District, a political subdivision of the State of Texas ( "Recipient" or "Bryan ISO "), hereinafter collectively referred to as the "Parties ". WHEREAS, Discloser, Recipient, and Bryan Independent School District ( "Bryan ISD ") have agreed to enter Into an "AIM Program Service Agreement", executed on even date herewith, whereby Discloser shall provide, implement, manage, and direct the Attendance Improvement Management program ( "AIM Program ") in Bryan ISD in an effort to assist Recipient and Bryan ISD in the reduction of truancy rates within Bryan ISD; and WHEREAS, the Parties have agreed that the enforceability of the AIM Program Service Agreement is expressly conditioned upon the execution of this Confidentiality Agreement; and WHEREAS, Recipient acknowledges and agrees that certain information to be provided to Recipient by Discloser pursuant to the AIM Program Service Agreement is confidential and proprietary in nature and has significant commercial value that would be diminished by unauthorized use, distribution, disclosure, or publication; and WHEREAS, Discloser is willing to provide such information to Recipient only upon the terms and conditions set forth in this Confidentiality Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and promises contained herein, and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Discloser and Recipient agree as follows: 1. Confidential Information "Confidential Information," whether written, oral, in electronic form, or in any other medium, as used herein shall mean and include all AIM Program and other proprietary materials and information belonging to Discloser which Discloser deems confidential Including, but not limited to,: (a) the manner in which Discloser conducts the AIM Program and its business and operations, including manuals, guidelines, handbooks, plans, costs, prices and other pricing information, compensation, policy or procedures, and agreements; (b) the processes learned by Recipient while under contract with Discloser for the AIM Program; (c) any trade secrets or other know -how of Discloser, including processes, simulations, databases, and results of other AIM programs; (d) any software, including source code or object code, developed by or for Discloser and the AIM Program (the "Software "); (e) any documentation, technical parameters or general features and functionality of the Software; (f) this Confidentiality Agreement; (g) any other information not generally known in the industry which was disclosed to Recipient or known by Recipient as a consequence of the AIM Program Service Agreement, this Confidentiality Agreement, and the operation of the AIM Program; and (h) any other information or material clearly marked or designated as confidential or proprietary. Discloser acknowledges that Bryan ISD or an authorized representative ( "Authorized Representative ") thereof is a non- elected official and /or governmental entity, which means there may be occasions when requests for information CONRDENTIALnY AGREEMENT Page 1 of 6 VOL— 1 pg 94 are submitted to Recipient or an Authorized Representative thereof pursuant to the Texas Public Information Act (the "Act"), Chapter 552, Texas Government Code. Bryan ISD must notify Discloser of any request made pursuant to the Act for information provided by Discloser to Bryan ISD, and, if protected from disclosure pursuant to an exception or exceptions set forth in the Act, seek a decision from the Texas Attorney General's Office as permitted under the Act regarding the applicability of an exception to disclosure of such information, Including but not limited to whether an exclusion pursuant to Section 552.305 of the Act applies. While the Act excludes the judiciary, there may be information submitted by Discloser to the Court that ordered the placement of a juvenile in the Program that is not considered judicial in nature. In that case, Bryan ISD and the Court must notify Discloser of its right to submit the requested information to the Texas Attorney General's Office, for a ruling regarding the proprietary nature of the information in accordance with Section 552.305 of the Act. Confidential Information shall not include information: (a) that is or becomes generally available to the public other than as a result of a breach of this Confidentiality Agreement by Recipient or as a result of any other improper or unlawful means; (b) that is rightfully received by Recipient without obligations of confidentiality; (c) that is developed independently by Recipient without breach of this Confidentiality Agreement; or (d) that is required to be disclosed by applicable law, valid subpoena, or other process of law in the written opinion (reasonably satisfactory to Discloser) of legal counsel for Recipient as the case may be. 2. confidential Information Provided to Recipient In consideration for the obligations imposed upon Recipient pursuant to Section 3 hereof, in order to assist Recipient in the furtherance of its involvement in and with the AIM Program during the course of the AIM Program Service Agreement, Recipient shall be provided certain Confidential Information by Discloser. 3. Obligations of Recipient with respect to Confidential Information In consideration for the receipt of Confidential Information as enumerated in Section 2 hereof, Recipient agrees that it shall, during and at all times subsequent to the Contract Term or earlier termination for whatever reason of the AIM Program Service Agreement, protect, safeguard, and hold in confidence the Confidential Information, including but not limited to the following duties: a. Subject to Texas law governing governmental entities' records obligations, Recipient shall not use the Confidential Information other than for the purposes of its contractual relationship with Discloser, that being the implementation and management of the AIM Program; b. Recipient shall not disclose, distribute, publish, or otherwise reveal any Confidential Information, in whole or in part, to any third party; except that Recipient may disclose Confidential Information to requesting law enforcement authorities, a government agency or agencies with regulatory authority over juveniles, Bryan ISD, the County or the subject matter of this Agreement, in response to order(s) issued by a court of law, or to its Authorized Representatives with a specific need to know. Prior to any disclosure to an Authorized Representative, Recipient shall advise such Authorized Representative of this Confidentiality Agreement and the duties and obligations of Recipient therein and obtain the written agreement of such Authorized Representative to be bound hereby as if the Authorized Representative were the named Recipient herein. Specifically, prior to disclosure of any Confidential Information to an Authorized Representative, Recipient must either notify Discloser the name of its Authorized Representative or require such Authorized Representative to sign the "Agreement to be Bound by Confidentiality Agreement" attached hereto as Exhibit "A" and made a part hereof, thereby acknowledging his, her, or its agreement to be bound by the terms of this Confidentiality Agreement. Recipient shall be responsible for any violation of this Confidentiality Agreement by any of its Authorized Representatives, such a violation by an Authorized Representative AGREEMENT Page 2 of 6 vol. 130 Pg. 5 constituting a breach by Recipient, as well as the Authorized Representative, of this Confidentiality Agreement; C. Recipient shall not copy or otherwise reproduce, or permit to be copied or reproduced, any Confidential Information, except in pursuance of Recipient's performance of the AIM Program Service Agreement (Any copies or reproductions of Confidential Information made by Recipient shall also be considered Confidential Information.); d. Recipient shall not use any Confidential Information as a basis upon which to develop or assist a third party to develop a competing or similar business or program to that of Discloser; and e. Subject to Texas law governing government records - keeping obligations, at the end of the Contract Term (defined in the AIM Program Service Agreement) or other termination of the AIM Program Service Agreement for whatever reason, or immediately upon the request by Discloser, whichever event occurs sooner, Recipient shall immediately return any Confidential Information which is in Recipient's care, possession, custody, or control to Discloser and certify in a form reasonably satisfactory to Discloser to the return of all tangible Confidential Information and references thereto. Return of Confidential Information shall be deemed timely if it is within ten (10) days of the triggering event. Subject to Texas law governing government records - keeping obligations, at Recipient's option, any documents or other media developed by Recipient containing Confidential Information may be destroyed by Recipient instead of returned to Discloser. Recipient shall provide a written certificate to Discloser regarding the destruction within ten (10) days thereafter. 4. Confidential Information of Third Parties Recipient agrees to maintain in confidence any confidential information of third parties received as a result of the AIM Program Service Agreement. Recipient agrees, to the extent there is no conflict and it is legally permissible to do so, to execute and /or abide by the terms of other nondisclosure agreements that Discloser may have with third parties, so long as such agreements are made known to Recipient and Recipient is given prior opportunity to review such Agreements. Recipient further agrees that the terms of this Confidentiality Agreement do not and will not breach any agreement to keep in confidence confidential or proprietary information, knowledge, or data acquired by Recipient in confidence or in trust prior to entering into this Confidentiality Agreement, and Recipient will not disclose to the Discloser, or induce Discloser to use, any confidential or proprietary information or material belonging to any other party. S. Disclosure Required by Law. If, in the absence of a protective order, a determination by the Attorney General's Office that Confidential Information is excepted from disclosure, court ordered disclosure, or the receipt of a waiver hereunder, Recipient or an Authorized Representative is, in the opinion of its counsel, compelled to disclose Confidential Information to any tribunal or else be liable for contempt or suffer some other penalty, that party or person may disclose the Confidential Information to the tribunal without liability, provided that (i) the disclosing party or person gives Discloser written notice of the Confidential Information to be disclosed as far in advance of its disclosure as practicable so that Discloser may, in its discretion, seek a protective order or other governmental or judicial relief at Discloser's expense to prevent disclosure of such Confidential Information, and that the disclosing party or person use its best efforts to obtain assurances that the confidential nature of the information will be maintained, and (ii) the party or person furnishes only that portion of the Confidential Information that is legally required. CONFIDENTIAUTY AGREEMENT Page 3 of 6 Vol. 3 a Pg. -/ �P 6. Post-Agreement; Survivability of Obligations To the extent permitted by Texas law governing the obligations of a political subdivision or entity of the State of Texas, all of the provisions of this Confidentiality Agreement shall survive termination of this Confidentiality Agreement by any Party. In addition, Recipient's obligations under this Confidentiality Agreement shall not be affected by bankruptcy, receivership, assignment, attachment, or seizure procedures, whether initiated by or against Recipient. 7. No License Nothing contained in this Confidentiality Agreement shall be construed as granting or conferring to Recipient or any Authorized Representative any rights by license or otherwise to or in any Confidential Information, other than the limited right to use Confidential Information in accordance with and for the purposes of the AIM Program Service Agreement. g ._,_ ,d nt. Remedies: sttnrnevs' Fees Cosa and E xpenses. Recipient acknowledges and agrees that the Confidential Information of Discloser is proprietary to and a valuable trade secret and asset of Discloser and that any unauthorized use, distribution, disclosure, or publication thereof will cause irreparable harm and loss to Discloser and will be a material breach of this Confidentiality Agreement. Consequently, Discloser will be entitled, in addition to any other available remedies, to injunctive and equitable relief to prevent a breach and to secure the enforcement of this Confidentiality Agreement. Discloser may withhold AIM Program services from Recipient if Recipient fails to comply with this Confidentiality Agreement, without restricting Discloser from other legal and equitable remedies. Recipient further acknowledges that the execution by it of this Confidentiality Agreement is a material condition to the enforceability of the AIM Program Service Agreement. 9. Miscellaneous 9.1. No Representation or Warranty. The parties understand and acknowledge that Discloser is not making any representation or warranty as to the accuracy or completeness of the Confidential Information. 92. Entire Agreement. This Confidentiality Agreement, together with the AIM Program Service Agreement to which this Confidentiality Agreement is attached as Attachment "8" and incorporated in by reference, contains the entire understanding between the Parties relative to the protection of Confidential Information and supersedes all prior and collateral communication, reports, and understandings, if any, between the Parties. 9.3. Amendments; No Waiver. This Confidentiality Agreement shall not be amended, modified, or supplemented except pursuant to a written instrument signed by all Parties, making specific reference to this Confidentiality Agreement. The failure of any Party or Parties to this Confidentiality Agreement to enforce at any time any one or more of the terms or conditions of this Confidentiality Agreement shall not constitute a waiver of such terms or conditions or such Party's or Parties' right thereafter to enforce each and every term or condition of this Confidentiality Agreement. 9.4. Assignment. This Confidentiality Agreement and any rights, interests, duties, and obligations herein are not assignable, in whole or in part, by either Discloser or Recipient without the prior express written consent of the other party. 9.5. Choice of Law; Jurisdiction, Venue. This Confidentiality Agreement shall be governed by and construed in accordance with the laws of the State of Texas (without giving effect to principles of CONFIDENTIAUTY AGREEMENT Page 4 of 6 Vol. 130 pg. _l! conflicts of laws) applicable to a contract to be performed in the State of Texas. Exclusive venue for purposes of any claim, dispute, or lawsuit resulting from, relating to, arising out of, or to construe or enforce this Confidentiality Agreement shall be a court of competent jurisdiction in and for Brazos County, Texas. 9.6. Binding Effect. This Confidentiality Agreement shall be binding upon and inure to the benefit of the Parties and each of their respective heirs, beneficiaries, successors and permitted assigns. 9.7. Headings and Captions. The headings and captions used in this Confidentiality Agreement are for convenience only and shall not limit, expand, affect, or alter the meaning of any text. 9.8. Multiple Counterparts. This Confidentiality Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 9.9. Authorization. Each of the Parties to this Confidentiality Agreement represent that the person executing this Confidentiality Agreement on behalf of such Party is duly authorized to execute this Confidentiality Agreement, and that all necessary corporate and /or governmental formalities required for the approval or execution of same have been performed or have occurred. 9.10. Severability and Savings Clause. If any term of this Confidentiality Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, then it shall be removed and this Confidentiality Agreement, including all of the remaining terms, will remain in full force and effect as if such illegal, invalid, or unenforceable term had never been included. Signed by the Parties and effective as of the Effective Date. Recipient Discloser Bryan Independent School District By Printed Name: e- ) Title: Ste- + CONFIDENTIALITY AGREEMENT Vol. 120 Center for Criminal Justice Solutions, LLC By 2 Printed Name• LS• Title: G'e- M� Page 5 of 6 Pg �g EXHIBIT "A" TO CONFIDENTIALITY AGREEMENT BETWEEN Center for Criminal Justice solutions, LLC AND Bryan Independent school District AGREEMENT TO BE BOUND BY CONFIDENTIALITY AGREEMENT In connection with, as consideration for, and as a condition of the receipt by the undersigned, being an Authorized Representative of Bryan ISD for the AIM Program, of one or more items of Confidential Information, as defined in the Confidentiality Agreement to which this Exhibit "A" is attached and made a part thereof (the "Confidentiality Agreement "), the undersigned hereby agrees to comply with and be bound by the terms and conditions of the Confidentiality Agreement. M I - Ke- (Printed Name] TITLE CONRDENTLAUTY AGREEMENT ADDRESS: Y' N G `n I ]_1 p C-5 2. 1. r aA'\ PHONE: EMAIL: mo t cf.►� ICai�� ( 5ct br� DATE SIGNED: "a�'�� ►� Page 6 of 6 vo 30 P g . I October 28, 2009 Xerox Xerox Quote for Brazos County Tax Office Presented by: Danny Schultea Contract pricing utilizing TPASS 985 -L2 Contract for State Entities Item 1: Xerox W5655T with 4 trays, Bypass tray, and DADF Accessories Included: Office Finisher, 3 hole punch kit, copy /print/scan controller Copy, print, scan capabilities 36 Month Lease $302.03 per month Includes 50,000 Black and White Impressions, overages billed at $0.0066 per impression All maintenance, travel, labor, Training, Installation and supplies, except paper included. No maintenance price escalation shall occur during the lease term. Commodity Codes Equipment- 985 -13- 30001 -6 36 month term- 985 -13- 30100 -6 3 hole punch kit- 985 -13- 30110 -5 Copy/Print/Scan controller- 985-13-30118-8 APPROVED: Sims, County Judge date Vol. 1 � 3 — P � - ----�= 985 -L2- PHOTOCOPIER LEASE AND RENTAL 05/2009 THRU 08/2010 985 -L2 For Further information contact the Contract Management Team at '(512) 463 -3034 or e-mail at tpass cmo @cpa.state.tx.us NOTE: The products listed are for the use by eligible State of Texas entities ONLY and are not for personal purchase or purchase by commercial entities. collapse all sections I expand all sections Ei General Contract Information • Section 1 - CONTRACT INFORMATION • A. DESCRIPTION OF CONTRACT: 985 -L2 - LEASE AND RENTAL OF DIGITAL DUPLICATING • EQUIPMENT, MAINTENANCE AND SERVICE - INCLUDES ALL CONSUMABLES (TONER, • STAPLES, ETC.) EXCEPT PAPER. • B. TERM OF THE CONTRACT: April 9, 2009 through August 31, 2010 • RENEWAL OPTIONS: Four (4) one -year periods: • September 1, 2010 through August 31, 2011 •_ September 1, 2011 through August 31, 2012 • September 1, 2012 through August 31, 2013 • September 1, 2013 through August 31, 2014 • C. CONTRACT MANAGEMENT: • Questions concerning terms and conditions may be directed to the TPASS • Contract Management Office at: tpass cmo @cpa.state.tx.us • D. SPOT PURCHASE OPTION: NONE • E. CORE items are listed on this contract utilizing the 11 digit commodity • number. • CORE ITEM ORDERING PROCEDURES:Until such time as the contract is available through • TxSmartBuy, orders should be placed through Impala /TelNet /Vax system. • For customers who do not have access to the Impala /TelNet /Vax system for va 3d Pg._ • on -line entry, please complete the Term Contract Purchase Requisition Form and for Cooperative Purchasing Members - Co -op Requisition Form which can be downloaded at the links below.: Procurement Forms Library - State Agenc /Higher Ed Forward form by e -mail to open.market @cpa.state.tx.us or fax to 512- 475 -0707 Coop Forms Library Cooperative Purchasing Members - Please forward the form by e -mail to coop @cpa.state.tx.us or by fax to 512 - 936 -2667. NOTE for XEROX Orders: At the direction of the Xerox Representative, include Clause No. 130 - Xerox Companies: Dahill Clause No. 131 - Xerox Companies: Denitech Clause No. 132 - Xerox companies: E1 Paso Triad F. CATALOG Items with associated pricing is provided through this contract and are provided on each Contractor's Catalog Listing. XEROX CATALOG CANON CATALOG Customers should consider consulting the Xerox and Canon sales representatives to determine individual requirements. Contact information can be located at the end of this contract. CATALOG ITEM ORDERING PROCEDURES: Until such time as the contrac is available through TxSmartBUy, orders for catalog items should be placed using the CPA Non - Automated Purchase Order form. a. CPA Contract No. 985 -L2 b. NIGP Class /Item (5 Digit) per line item on the order c. Agencies other than "State of Texas Agencies" must include on the • purchase order the following statement: "This lease or rental will be - governed by the terms and conditions of TPASS contract #985 -L2". Vol. 126 p g . l c? • • • • • The Non - Automated purchase order form can be found at: CPA NON- AUTOMATED PURCHASE ORDER TxSmartBuy: When the contract is available through TxSmartBuy, the Catalog Items must be processed through the TxSmartBuy System utilizing the "add quote" function. G. DELIVERY SCHEDULE: Contractor has 30 days after receipt of order (ARO) to make complete in -housE delivery, installation and set up of the equipment. All deliveries shall be F.O.B. destination to the location(s) specified on the purchase order. Unit pricing is inclusive of all freight; delivery/handling fees; fuel surcharges and any other applicable fees /charges. Each item or delivery must be clearly marked with.the complete destination address and the purchase order number. Each delivery must be accompanied by a packing slip, delivery ticket and install paperwork. Hours of Delivery: Delivery will be made during the hours of 8:00 am to 5:00 pm unless prior Customer approval for after -hours delivery has been obtained. Contractor is encouraged to obtain the Customer's hours of operation at receipt of order. Late Delivery Charge: The Customer may charge the Contractor a fee of $50.00 per day per purchase order for deliveries past the 30 -day requirement, unless the Customer agreed to an alternative delivery date. The Customer may deduct any accumulated late delivery fees prior to payment of the invoice. Late fees will not be assessed if the Contractor has obtained prior written approval from the Customer for delivery, or if arrangements have been made with the Contractor for a loaned copier with like technical abilities. NOTE: A contractor providing equipment which does not meet all specifications vot. )30 Pg. Io3 • • • • • • and requirements does not constitute delivery, and the late fee will apply until the Contractor delivers the equipment in full compliance with the specifications and requirements to Customer's destination. SPECIAL NOTE FOR CANON: Rigging charges will be based on actual quote at time of service for delivery to locations /buildings which do not have easy access for bringing equipment in and which require special handling to get to installation point. Call the Canon representative to obtain this quote. This will be added to the TxSmartBuy order through the "add quote" process. H. INSTALLATION AND TRAINING: Equipment installation and the training of at least three (3) operators of a photocopier are included in the lease pricing and includes in -house delivery, full installation and set -up. Training includes demonstrations and instructions on the proper operation of the equipment. The Contractor shall provide a factory trained representative to sufficiently and adequately train personnel in the use of the equipment, as needed by Customers. The Contractor shall coordinate training dates with the Customer. The Contractor shall provide additional training sessions upon request of the Customer, at no charge. After installation, the Contractor is responsible for removal of all waste packaging materials. I. LEASE OPTION: TERM OF LEASE: A lease may consist of initial new placement orders or renewal orders of unitS initially installed under the Contract. Three (3) months prior to expiration of lease, the Contractor must provide the Customer with options to upgrade the equipment. 1. 36 Month Lease: A 36 consecutive month equipment plan that is not a lease vol.-la p g , l D '4 • purchase plan which shall terminate on the ending date of the 36 month period. • No termination notice shall be required by either party if the full lease • period is uninterrupted. • 2. 48 Month Lease: A 48 consecutive month equipment plan that is not lease • purchase plan which shall terminate on the ending date of the 48 month period • No termination notice shall be required by either party if the full lease • period is uninterrupted. • 3. 60 Month Lease: A 60 consecutive month equipment plan that is not a lease purchase plan which shall terminate on the ending date of the 60 month period. • No termination notice shall be required by either party if the full lease • period is uninterrupted. • S. LEASE CANCELLATION /TERMINATION: • Customers may cancel any part of the lease for cause under any one of the • following circumstances and must provide the Contractor with a written notice • 60 days in advance: • • 1. The Contractor fails to make delivery of equipment or services as specifiED • in the Contract. • • 2. The Contractor fails to perform any of the provisions of the Contract. • 3. Equipment fails to perform as represented by the Contractor. • 4. The loss of continued appropriation of funds. If funding is not appropriated • for any payments under the Contract, the Customer shall notify the Contractor in writing and the payment obligations under the Contract shall terminate • and the equipment returned to the Contractor as of the date that the funding • expires. The Contractor shall remove the equipment at no additional charge. • If cancellation should occur under this section, the Contractor shall refund • in full any unused portion of the prepaid lease payment beginning on the Vol. 13 b P 105 • effective date of the cancellation. • K. LEASE EXPIRATION /RENEWAL: • • 1. Leases shall terminate upon completion of the specified lease term and be defined by the Customer's written statement of acceptance date. • • 2. Upon the conclusion of the 36, 48, or 60, month lease, the Customer must • take action to have the equipment removed by providing the Contractor a • 30 day written notice prior to the end of the lease period. • 3. Upon mutual agreement with the Contractor, the Customer shall have the • option to continue the lease of the equipment for the same term and rate as the current lease by providing a 30 day written notice prior to the end of the lease period provided the following conditions are met: •. a. Prices are equal to or below that specified for like equipment availabLE • on CPA State Contract. • b. Terms and conditions of the extension must be identical as those of • the initial lease. • c. Customer may extend lease up to the term of the initial lease period. • During the extended lease, the Customer may cancel, without cause or penalty, upon 60 days written notice to the Contractor. • d. The Customer will not pay installation or removal charges. Any such charges are included in the unit pricing. It is the sole responsibility of the Contractor to install and remove the equipment from the premises. • Equipment must be removed within fourteen (14) calendar days. The Customer will not be responsible for any damages after this time period. • L. RENTAL OPTION: • In addition to all leasing terms and conditions in this contract, a Rental option is available. Vol. 19 0 p g. _ to • • • • • • • Rentals may consist of initial new placement orders or renewal orders of units initially installed under this contract. Terms apply only to equipment acquired under the Rental price schedule. The rental price schedule is for any period up to 36 month term. M. RENTAL TERMINATION /CANCELLATION: The rental agreement can be cancelled, without penalty, with 30 days written notice. Any part of the rental may be cancelled for cause under any of the following circumstances: 1. The Contractor fails to make delivery of goods or services as specified in this Contract. 2. The Contractor fails to perform any of the provisions of this Contract 3. Equipment fails to perform as represented by the Contractor. 4. The loss of continued appropriation of funds. If funding is not appropriated for any payments under the Contract, the Customer shall notify the Contractor in writing and the payment obligations under the Contract shall terminate and the equipment returned to the Contractor as of the date that the funding expires. The Contractor shall remove the equipment at no additional charge. If cancellation should occur, the Contractor shall refund, in full, any unused portion of the prepaid Rental payment. The CPA encourages customers not to misuse and /or abuse the 30 day cancellation. The CPA will make the sole determination of misuse and /or abuse. The customer will provide the Contractor a 30 day written notice that the equipment will not be renewed. N. CONVERTING RENTAL TO LEASE: Vol. 130 p g J 611 • • • Customers may coordinate with the Contractor to convert the rental equipment installed under this contract to a 36, 48 or 60 month lease at any time. If the lease option is exercised all lease pricing and terms will apply for the term selected: 36, 4B or 60 months. O. EQUIPMENT REMOVAL: After notification by Customer of cancellation, it is the Contractor's sole responsibility to properly prepare the equipment for removal and shipment.from the Customer's location in accordance with the contract. The final removal shall be coordinated with the Customer and completed within the 30 or 60 day cancellation period. P. ENVIRONMENTALL SENSITIVE PRODUCTS: All copiers are ENERGY STAR compliant and UL Certified. SECTION 2 - FINANCIAL MATTERS A. PURCHASE ORDERS, INVOICES AND ACCEPTANCE: Only purchase orders issued through the approved CPA purchasing system and as outlined in Section 1(E) and Section 1(F) are eligible for Contract pricing. B. INVOICES: The Contractor shall mail, fax or e -mail invoices to the Customer upon mutual agreement. Invoices shall contain the following information: *Purchase order number *Model and serial number * "From and to" billing period *Meter reading for the referenced billing period C. PAYMENT: Payment for leased equipment will be processed upon the satisfactory completion of delivery, installation, training and acceptance. Payment terms of each lease vol. 13 b Pg /--- _ • • • • • shall be monthly only. Payment will be made in arrears in accordance with Texas Government Code Title 10, Chapter 2251, 1 TAC 114.15. Customers shall make payments to the Contractor in accordance with the laws and rules applicable to the Customer. D. INSPECTION AND ACCEPTANCE: The CPA reserves the right to inspect or test any equipment, supplies or services that have been offered through this Contract. The Customer may require repair or replacement of nonconforming equipment /supplies at no cost. If repair, replacement, or re- performance will not correct the defects or is not possible, the CPA and the Customer may seek an equitable agreement with the Contractor to alleviate the situation, including replacement of defective equipment, price reduction or adequate consideration for acceptance of nonconforming equipment or supplies. In any circumstance, such mutually accepted agreements shall be in writing. Section 3 - SERVICE REQUIREMENTS: A. CONTRACTOR RESPONSIBLITIES: Contractors shall provide both remedial and preventive maintenance /service for all units offered under the Contract. The cost of this maintenance /service is included in the quoted monthly maintenance prices. At a minimum, such service is to include the following: 1. on -call remedial service, including replacement of all unserviceable parts. 2. Preventive service based upon the manufacturer's recommended schedule and the manufacturers specific preventive service requirements for the individual unit, including lubrication, necessary equipment adjustments and replacement of all unserviceable parts. Vol. 13 Pg. I " • • • • 3. Repair or replacement of all broken or defective parts not caused by accident, neglect, misuse, or abuse and all necessary machine adjustments occasioned by such defective or broken parts. The Contractor must promptly repair or replace on a one for one basis without additional cost to the Customer. The Contractor is responsible for pick up and /or delivery of units that require off -site service. In addition, if the required service can not be completed within 48 hours, the Contractor is required to loan the Customer a comparable unit upon request, at no cost to the Customer. The Customer may request down time credit for the period the equipment is inoperable. 4. Service response for on -site service repair calls shall not exceed four (4) hours in urban areas and eight (8) hours in rural or remote areas. Service is to be performed during normal working hours, 8:00 A.M. to 5:00 P.M., Monday through Friday. Fully trained and qualified technicians shall perform all service and shall be prepared to initiate repairs within the required - response time. 5. All parts are included in the Contractor's service coverage. These items are parts and not considered consumable supplies. These include but are not limited to: a. Drums b. Photoreceptors c. Master Units d. Wiper Blades e. Lamps f. Rollers g. Webs h. Etc. The contractor must have on hand an adequate supply of repair parts, which enables the Contractor to fulfill service requirements as required and be carried in stock within the state of Texas. B. RISK OF LOSS OR DAMAGE: V0 1. 13 Pg. / I D • • • • • The risk of loss or damage remains with the Contractor. The Customer shall be relieved from risks of loss or damage to all equipment leased or rented during - the period of transportation, installation, and during the entire term the equipment is in the possession of the customer, except when loss or damage is due to fault or negligence of the Customer. The CPA will make the sole determinATION if exception is granted. D. MISCELLANEOUS REQUIREMENTS: 1. Manuals containing operating and service instructions for the equipment sha1L be delivered with each unit. The manual(s) should be as detailed as possiblE outlining all operating instructions for each unit delivered. Necessary warnings and safety precautions shall also be included. 2. Engineering Change: When a manufacturer of the equipment on Contract releasES engineering changes at no cost to the general trade that improves the performance of the equipment bid, and while the equipment is still under lease or rental, the Contractor must make the improvements to the equipment unless the Customer declines the improvements. Contractor must maintain and install equipment to include all released engineering changes at a current level at no increase in cost to the state. All safety enhancements must be installed per manufacturer's specifications without option. 3. Substitution of Equipment: Alterations in product manufacturing fabrication or delivery of substitute models requires written approval of CPA. Proposed substitute equipment must meet or exceed specifications /requirements. Section 4 - EQUIPMENT REQUIREMENTS AND CATEGORIES A. EQUIPMENT PERFORMANCE AND STANDARD BASIC REQUIREMENTS: All photocopiers shall meet the following basic requirements as well as any Vol. ' ` ; D pg. /// • • • • applicable requirements stated in the Color Copier categories. 1. Initial machine warm up time: 10 minutes or less. 2. Maximum first copy speed: 10 seconds or less 3. Units are designed, engineered and marketed as capable of routinely producing photocopies throughout the applicable volume range. 4. Units are equipped with the standard number of paper trays and other accessories as normally supplied in the industry as well as any additional supplemental equipment, or accessories as required in order for the unit to meet the technical and functional requirements. 5. All equipment is Energy Star Compliant. 6. All equipment in all categories include reduction and enlargement. 7. Duplexing is to occur without operator interventions. B. Finisher is capable of finishing unlimited sets up to the dialing capacity of the quantity selector - without reprogramming or reinitiating the task. Excludes adding paper and removing finished sets. 9. All equipment including sorter /stapler finisher have the capability to staple 30 to 50 sheets for listed ranges. 10. All digital equipment, when using an automatic document feeder (ADF), maintains a minimum of 90% rated speed of the equipment. This refers to the scan once, print many technology. Vol. 1 3 �— Pg RENTOR: DOCUMATION, Inc. officas San Antonio • Austin • Bryan/College Station Kerrville • The Woodlands • Dallas/Ft Worth • Waco 1 -888- 201 -8431 DOCUMANAGE RENTAL MASTERAGREEMENT CUST OMER • • Bill To Full C"a"lmer Legal Name . Contact Person . Iretallabon Site Key Operator Brazos County of dba District Attorney Angela Lara Street Address TiVe Tine P.O. Box 914 Box/Suite/Routing Telephone # Telephone # 979 -361 -4320 City State Zip Code Fa6im1le# Facsimile If Bryan Tx 77803 Installation Address (ff deferent hwn slave) email email 300 E. 26th Street Suite 310 Quanti Make Item Descrl on or Accessories 1 1 Ricoh MP 6001 SP w /Finisher & Punch Unit 2 3 4 5 6 $390.00 60 • • $0.00 Monthly Quarterly 20,000 $0.00700 •� •• 0 • - $0.00000 • 0 , - • - $0.00000 • 0 • - $0.00000 Copier Engine Consumable Supplies Included Unless Otherwise Indicated. Excludes Throughput Stacks 8 Staples. Excludes Fax Supplies 8 Service. BLACK Supplies Included ❑ No ' COLOR Su lies Included ❑ No aGREEMFM NUMBER All amount exclusive of applicable house. #ALES REPRESENTRTIVE THIS AGREEMENT CANNOT BE TERMINATED EARLY. Joe Carver Tams and Conditions on reverse side. Other agreed Upon Addendum(s) include: A B C Fax email CompaM Name: Brazos County of dba District Attorney Remi DOCUmano Inc. By (Please Print): t By' Signature: Signature: Tine: Data: Title: Cor orate Officer Date: The undersigned unconditionally jointly, and severally, and personally guarantee prompt payment of all the Customer's obligations. The Rentor is not required to proceed against the Customer or enforce other remedies before Proceeding against me/=. Nee waive notice of acceptance and all other notices or demand of any kind to which Uwe may be entitled. 11we consent to any extensions or modification granted to the Customer and the release andlor compromise of any obligations of fine Customer or any other guarantors without releasing me /us from my /our obligations. This is a continuing guaranty and will remain in affect In the event of my /our death and may be enforced by or for the benefit of any assignee or successor of the Rentor. Uwe agree all jurisdiction and costa reimbursements as stated in the terms and conditions on the reverse also apply to melus. By (Please Print): By (Please Print): Signature: Dah: Signature: Date: D ELIVERY assaw Equipment has been received, Pm in use, Is in good working order and Is satisfactory. All conditions and terms of this agreement have been reviewed, acknowledged and are now irrevocable and unconditlorW. By (please Print): t tl r Signature: Date: DOCUmanage RENTAL MASTER AGREEMENT TERMS and CONDITIONS Owne s ip and Use of System: Ranter is me sole owner and titre holder to the 'System'. so - System - shot be defined as a0 hardware antl software inducted on the DOCUmanage o al Agreement Customer agrees to keep he System and associated products bee and w of ail liens and dorms. Customer agrees Mat the System and assodmed products will be act solely for business purposes and net for consumer purposes or personal use and that me onomefs location is a business address. Rent MmWy payments will begin an the Commencement date, unless subject to terms vaned under The Software Management Agreement Addendum. The Customer agrees to y Renter the rental payment which includes the minimum base image allowance when due. e Customer also agrees to pay a charge for each image in success of me image allowance. e rental payment and the charge for overages are as Indicated on me first page of this yaemenL Many payment is more man ten days lato, me Customer agrees to pay a penalty up to 15% or 529 (whichever is greater) an the overdue amount, but not to exceed me odmum amount allowed by law. The Customer also agrees to pay $35 for each check that I bank returns for insufficient funds or arty other reason. At the end of the first year M this moment, and once each sucressivo twelve month perfect Moreafter, Renter may increase I base rental payment and the miens images charge by an amount not to exceed 6 %. The saome's obligation to pay he rental payments and Us other obligations hereunder is sobte and urhdnditional and is clot subject to cancellation, reduction, setoff or counterclaim. IIS AGREEMENT IS NON-CANCELABLE. Excess Images: Customer will submit true and accurate System meter readings to Rentar the System by me and of the second work day of each billing period in arty reasonable moor requested by Rentor, including an automated collection system. M Customer fails to limit meter readings, Renter may estimate meters and generate invoicing based upon the coaled meter reading, Term and Transition Billing: This Agreement is binding upon Customer on me date mentor signs me, Agreement. The Agreement is effective on Me date Customer signs the iivery, and Acceptance ('Effective Data'). The tens of he Agreement begins on data signaled by us after receipt of all required rlowmentabon ant acceptance by us bmm encemanl Date') and continues for the number of months designated as Term' on ma A Page of this Agreement Customer agrees to pay an Interim rental payment in the amount 1M of the monthly rental payment, for each day from and including me Effective Date until r day parading me Go n rs ncoment Data. Upgrade and Downgrade Provision: Rater may review your linage volume and propose Rome for upgrading or downgnldirp to accommodate your needs. rues and Fees: This is a net agreement. In addition to rent. the Customer agrees to pay all as, fees, and filing costs related to be we of he System, even billed after me end of Me Iensom Remm will file property law returns ant bill the Customer as soon as an invoice m be local jurisdiction is received. Renton has he option to wthate arty taxes due for the air and bill the Customer monthly in advance an the basis &that estimate. The Customer oes gat M Rener pays any taxes or Barges on be Customers behalf, Customer will .nburse Renter for all such payments and will pay Rentor a fee far collecting and ministering any taxes, assessments or fees and remitting them to the appropriate eumonties. a Customer will indemnify Renter an an afferAlm basis against me loss of any lax beneffls ideated nt be Commencement Date arising out a he Customers acts or omissions. Any charged under his agreement may hctude a profit UCC Fling: The Customer authorizes Renter or its assignee to sign cry documents in section with he Uniform Commercial Code ('UCC') an the Customers behalf. The stoner subareas Renter to Insert the serial numiter(s) M the System in his Agreement Uudng any schedules) and In any filings. In order to protect our rights in the System, stoner Wants the Renter a seemly interest in me System if his Agreement is deemed a wad transaction and Customer authorizes Ranter to mane a UCC -1 financing statement or filar instruoen, arid appoint Renter as its attorney -h-0act to swede and deliver such lament in odor b show Rento's interest in the System. :oIlaleal Protection, Liability and Insurance: The Customer is responsible fa any losses njury mused by the System The Customer promises to keep the System fully insured frost loss until he Agreement is paid in full and maintain insurance hat protects Rancor from Amity, for any damage or Injury caused by be System or its use The Customer promises to vide Renlor with evidence of the insurance, slowing Renter as the loss payee for the full lacement value of me System and additioral insured for public liability and bird party Party ins farm. upm request. M Customer fails to Provide such evidence, the Customer hosizes Ramer to obtain coverage an heir behalf. Renter shall have he right, but not the igatim, to obtain inssance on behalf of Customer and charge he Customer for acquiring 1 maintaining he coverage plus a service fee, or should you wish us to waive Nis urement we will bill ye and you will pay a monthly property damage surcharge of up to 35 of the total payment stream. With elver optim Rentor may make a profit. Renter may claims Mal endorse insurance checks an he Customers behalf. intermit, After installation, Ramer is not responsible fa any losses or injuries mused by use or possession of the System. Customer agrees to had Rama harmless and nburse, Renter for loss and to defend Renter against any claim for losses or injury caused he System. This indemnity obligation will continue offer the tomiraUon M this Agreement 0 Ion or injury occurred during the term of me Agreement The Customer agrees to nburse Renoir for and defend Rotor against any claims, for losses or injuries mused by System, unless such losses er injuries am mused by he gross negligence or willful conduct a Renter. Maintenance and Care of Rentora System: The Customer agrees to install, use and Main the System in accordance with the dealer specifications and use on hose sees plied er approved by The Dealer which meet manufacturer specifications. Customer wo to maintain the System in good working condition, eligible for ream fa umrs tifimt n, normal wear and tea exampled. Maintenance, provided by the Dealer, is included Me listed System. Maintenance includes, and is limited to; pans repair a replacement and utiated labor, for service requeatl as a result M normal wee and tear. Supplies, excluding rughpul storks and staples are included uness otherwise indicated. Work associated with dome's Informagon Technologies not fisted m Ws Agreement, including but not foiled to twors, Computers, Data Files and Network is not covBad by he Ranter, and is billable to Comer. Renter is not responsible for any damage to Cus sme's IMormaUm Technology Mums. Customer is responsible for all Software Agreements and Renter is not a Party to such licensing, but will include such scheme as part of Ma Rental Agreement umrdence with his agreement, whin 10 days of the wicirabon or earlier termination, far dever reason, m the Agreement, Customer will deliver the System to Rentar in good dtbn and repair, except fa normal wear and tear. 11. Location of System: The Customer will keep the System at me location specified in this Agreement. The Customer must obtain Re hors written permission to move the System. The Customer will allow Ramer or its agents to inspect he System at any reasonable time wherever it is located. 12. Assignment THE CUSTOMER HAS NO RIGHT TO SELL, TRANSFER, ENCUMBER, SUBLET OR ASSIGN THE SYSTEM OR THIS AGREEMENT. Renter may sell, transfer or assign his Agreement and if Renlor does, be new owner will have me same rights arxl benefits Ramer has and will not have to parts= any of'Renlafs' obligations. Rentor will retain Masse obligations and Customer agrees that Me rights of the assignee will not be subject to any claims, defenses or setoffs me customer may have against the Rentor. 15. Wamentiss: WARRANTY DISCLAIMER. RENTOR MAKES NO WARRANTY EXPRESS OR IMPLIED, INCLUDING THAT THE SYSTEM IS FIT FORA PARTICULAR PURPOSE OR THAT THE SYSTEM IS MERCHANTABLE. RENTOR TRANSFERS TO CUSTOMER ANY WRITTEN WARRANTIES MADE BY THE VARIOUS MANUFACTURERS REPRESENTED IN THIS AGREEMENT. CUSTOMER AGREES CUSTOMER HAS SELECTED THE SUPPLIER AND EACH ITEM OF SYSTEM AND ASSOCIATED PRODUCTS BASED UPON ITS OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY ORAL STATEMENTS OR REPRESENTATIONS MADE BY RENTORS. 14. Default and Remain": The Customer will be in default if any of be following occurs: (1) Customer does not pay any amount to Renter within ten (10) days of when M is due, (i) Customer bmadvas my other term of this agreement, and such breach remains uncured for 30 days after Ranter has notified Customer M such default, (iii) Customer or any guarantor dies; IN) Customer or arty guarmfor becomes insolvent or arable to pay its debts when due; Customer stops doing business as going concern; Customer merges, consolidates or transfers all a substantially all M its assets; er (v) Customer makes an assignment for the benefit of its creditors or voluntarily file or have filed against it an action under any bankruptcy proceedings. If the Customer defaults, Rentor can take me following remedies: a) terminate his Agreement; b) demand hat the Customer pay tle mmainkg balance M be Agreement and retrain Ina System to Renlor at me Customers expense; c) repossess the System or d) exercise any other remedy available at law or equity. At Rectors option, we may repossess the System. Customer waives any rights Customer may have to notice before Renter seizes arty of he System and waives any requirement Mat R mbir post a bond in connection with any sum secure or repossession. In addition, W he Customer breaks any promise in he Agreement, Ramer con use any remedies available to Ranter under the UCC or any other applicable law. The Customer premises to pay Remors reasonable attorney fees and any cost associated with enforcement of Ws Agreement. This action will not void me Customers responsibility to maintain and care far he System, nor VAR RELATOR be fable for any action taken on any assigned FwVs behaff. 18. Business Agreement and Choice of Law: THE CUSTOMER AGREES THAT THIS AGREEMENT WILL BE GOVERNED UNDER THE APPLICABLE LAW FOR THE STATE IN WHICH RENTOR OR ASSIGNEE HAS ITS HOME OFFICE. RELATOR OR ASSIGNEE HAS THE OPTION OF PURSUING ANY ACTION UNDER THIS AGREEMENT IN ANY COURT OF COMPETENT JURISDICTION AND THE CUSTOMER CONSENTS TO JURISDICTION AND VENUE IN THE STATE OF OUR OR OUR ASSIGNEE'S CHOICE RENTOR OR ASSIGNEE AND CUSTOMER WANE THE RIGHT TO A TRIAL BY JURY IN THE EVENT OF A LAWSUIT. 16. Renewal and Return of System: After be Minimum Tenn, as defined by this Rental Agreement and any written edensim mereol, his Agreement will automatically renew an a twelve (12) month basis unless he Customer notifies Rentar in writing not less than 90 days prior to We expiation of the Minimum Term or extension of its intention to realm me System. Provided h s Customer has given such tingly notice, it shat return me System, freight and insurance prepaid, to Renter in good repair condition and wanting order, ordinary wear and tear excepted, in a manner and to a location designated by Rentor. The Customer must Pay any sectional rents due until Me System is received in good wanking wndiUm by Renter er its agents. 17. Omar Rights: The Customer agrees that Renoes delay, or failure to exercise any rights, does nol prevent Renter tam exercising them at a later me. 0 any pan of this Agreement is found to be invalid, men it shall not Invalidate any of the other pans end me agreement shall No modif to the minimum extent as permitted by law. Purchase orders or any other type of ordering document will not modify or effect Me Agreement, nor will any such tlouument have any legal effect and will only serve for the purpose of identifying the System and associated services entered by the Customer. 18. UCC -2A Previsions: Customer agrees that Ranror may use any and all of the rowdies available hough law. Customer also waives any and all rights and remetlies granted to Customer under Sections 2A -508 through 2A -522 of the UCC. 19. Entire Agreement This Agreement represents me entire Agreement between Renter and the Customer regardfing me financing N he System. Neither Renter nor Me Customer will be bound by any amendment waiver or other flange unless agreed to in writing and signed by both parties. 20. MISCELLANEOUS: Any change in any of the terms and conditions of this Rental Agreement must be in writing and signed by Renton Customer agrees, however, Mat Renter is authorized, without notice to Customer, to supply missing information or correct obvious emore in this Agreement A fax version of Customers signature on this Agreement when received by Rentor shall be binding upon Customer as M originally signed. However, this Agreement shall be binding m Renter when signed by Renter. Bob Customer and Renter agree Mat the version of this Agreement with Rentors original signature shall constitute the original aumodtative version. Vol. pg. Rev. 5/12/2009 DWOWTIONff New Ideas, New Solutions. SPECIAL TERMS AND CONDITIONS Reference #14 — The Customer will be in default if the customer does not pay amounts due to Rentor within thirty (30) days of receipt of invoice. Reference #15 — This agreement is governed by Texas law and venue is Brazos County, Texas. Reference #15 — Customer does not waive trial by jury. Reference #18 — Customer does not waive any rights and remediesgranted customer under Sections 2508 through 2522 of the UCC. FINAL ACCEPTANCE IS AT THE SOLE DISCRETION OF A DOCUmnnoN CORPORATE OFFICER. Company Name: CUST OMER \ .�(�` v V DO CUMATION ACCEPTANCE DOCUMATION of East Texas, Inc. By (Pleau Print): 4 By: By: Signature: Signature: rue: Data: OJr��C7 Twe: Corporate Officer Date: Vol. b Pg. �- ' RENTOR: DOCUMATIONOF EAST TEXAS, INC. �/V14T�0 4700 Elmo Wee , 108 Station, College Stationion TX , TX 77840 T. 979.731.8500 New Ideas, New Solutions. F. 979.731.8586 DOCUNANAGE RENTAL AGREEMENT MUNICIPALITIES A ADDENDUM to the RENTAL AGREEMENT originally signed by Customer on / / with a Rental Payment of $ 1. CUSTOMER COVENANTS. Customer covenants and warrants A. It has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the payments scheduled to come due and to meet its other obligations under the Agreement and such funds have not been expended for other purposes; and B. There is no action, suit, proceeding or investigation pending, or threatened in any court or other tribunal or competent jurisdiction, state or federal or before any public board or body, which in any way would (a) restrain or enjoin the delivery of the Agreement or the ability of the Customer to make its Base Payments (as set out above); (b) contest or affect the authority for the execution or delivery of, or the validity of, the Agreement; or (c) contest the existence and powers of the Customer; nor is there any basis for any such action, suit, proceeding or investigation; and C. The equipment will be operated and controlled by the Customer and will be used for essential government purposes and will be essential for the term of the Agreement. D. Customer has not previously terminated a agreement for non - appropriation, except as specifically described in a letter appended hereto. 2. NON APPROPRIATION. In the event Customer is in default under the Agreement because A. Funds are not appropriated for a fiscal period subsequent to the one in which the Agreement was entered into which are sufficient to satisfy all of Customers obligations under the Agreement during said fiscal period. B. Such non - appropriation did not result from any act or failure to act of customer. C. Customer has exhausted all funds legally available for all payment due under the Agreement. D. There is no other legal procedure by which payment Can be made to Rentor. Then, provided that Customer has given Rentor written notice of the occurrence of paragraph 1. above thirty (30) days prior to such occurrence; Rentor has received a written opinion from Customers counsel verifying the same within ten (10) days thereafter; and the Customer does not directly or indirectly purchase, rent or in any way acquire any services or equipment supplied or provided for hereunder; upon receipt of the equipment delivered to a location designated by Rentor, at Customers expense, Rentor s remedies for such default shall be to terminate the Agreement at the end of the fiscal period during which notice is given; retain the advance payments, if any; and /or sell, dispose of, hold, use or rent the equipment as Rentor in its sole discretion may desire, without any duty to account to Customer. 3. SIGNATURES. Each signor (two if monthly payment exceeds $1,200.00) warrants that he /she is fully conversant with the governing relevant legal and regulatory provisions and has full power and authorization to bind Customer. Signor(s) for Customer further warrant(s) its governing body has taken the necessary steps; including any legal bid requirements, under applicable law to arrange for acquisition of the Equipment; the approval and execution has been in accordance with all applicable open meeting laws; and that a resolution of the governing body of Customer authorizing execution of the Agreement has been duly adopted and remains in full force and effect. VO 13 p 1) (p