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2010-11-02-4:00PM-REGULAR
1. Invocation and Pledge of Allegiance - Commissioner Wassermann. BRAZOS COUNTY BRYAN,TEXAS NOTICE OF MEETING AND AGENDA Vol. i`kI Pg. (OD BRAZOS COUNTY COMMISSIONERS COURT THE COMMISSIONERS COURT OF BRAZOS COUNTY WILL MEET IN REGULAR SESSION ON NOVEMBER 2, 2010 AT 4:00 PM IN THE COMMISSIONERS COURTROOM OF THE COUNTY ADMINISTRATION BUILDING, 200 SOUTH TEXAS AVE., SUITE 106, BRYAN, TX 77803 9 Proposed Job Description tor the Visitation Officer positions in Jail Administration. 2. Call for Citizen input and /or concerns. Consider and take action on agenda items 3 - 22: 3 Order 10-016 prohibiting outdoor burning in Brazos County for ninety (90) days, effective immediately Jprevlously tabled). 4 Service Agreement with Bryan ISD and the Center for Criminal Justice Solutions LLC for the Attendance Improvement Management (AIM) Program to assist in the reduction of truancy rates within Bryan ISD. 5 Interlocal Agreement with the City of Bryan for the 2008 Byrne Justice Assistance Grant (JAG) Program Award - GMS Application Number 2008 -DJ -BX -0399. 6 Renewal of the Annual Maintenance Agreement with Voice Products, Inc. for the i - Record audio and video interview equipment used for conducting interviews by Sheriff's Office personnel for submission in court proceedings and for documentation purposes; term of agreement is 10 -1 -10 through 9- 30 -11. 7 Agreement with Research Valley Partnership, Inc. for FY 2011. 8 Reclassification of 2 Dispatch positions (class code 1437, positions 1 & 2) to Visitation Officer (class code to be determined, positions 1 & 2), effective 10/30/10, for Jail Administration. 10 Change Order in the amount of $130,405.00 on PO# 11000230 with Madison Construction for demolition of the 4th floor of the Brazos County Court House. Change Order In the amount of $4,500.00 on purchase order # 11000182 with Kling Engineering for the detention pond as -built certification and record drawings for the Expo expansion protect. 12 Change Order in the amount of $13,040.50 on PO #11000226 with Patterson Architects for the 10% fee of the cost for demolition of the 4th floor of the Brazos County Courthouse. 11 13 Permission to advertise Bid # 2011 -07, Oversized Limestone Aggregate. 14 Manual Requisition In the amount of $3,194.90 to Kesco Supply for the purchase of sinks for the Expo expansion project. 15 Declaration of surplus property as "salvage" that was advertised for sale in accordance with Local Government Code 263.152 and received no bids and authorization for either destruction or other disposal as appropriate. 16. Tax Refund Applications for the following: • Affordable Mobile Homes - overpayment -$8.40 • Festive Homes - overpayment - $13.58 • Affordable Mobile Homes - overpayment - $13.58 • Virqinnla Martin - overpayment- $456.82 • Sarah A Hayes & Jimmie W Hayes- overpayment - $369.92 • Affordable Mobile Homes - overpayment- $353.65 • David A, James D & Becky Roper - overpayment -$6.38 • Affordable Mobile Homes- overpayment - $16.04 • Affordable Mobile Homes - overpayment - $13.45 • Matias & Maria G Marquez - overpayment- $51.02 • Salvador B Arreola- overpayment - $69.60 • Travis L Arnold, Jr - overpayment - $39.27 • HSBC- overpayment- $50.40 • F Fuessel- overpayment - $11.36 • Kathleen Cox 13.86 • Teresa De Jesus Martinez- overpayment - $10.99 • Oliver & Barbara Berry- overpayment - $11.10 • Omar Cervine - Ayala- overpayment - $10.29 • Affordable Mobile Homes - overpayment - $95.01 • 17. Budget Amendments. Budget Amendments FY10 - 54.1 thru 54.5 Budget Amendments FY11 4.1 thru 4.2 18 Payment Authorization in the amount of $6,093.28 to CSC Engineering & Environmental Consulting for the Low Risk Facility phase II environmental site assessment. 19. Personnel Change of Status. Personnel Action Forms. 20. Payment of Claims. 21 Convene into Executive Session pursuant to Section 551.072 of the Texas Government Code to discuss real property. 22 Consider and possible action on the Executive Session. 23. Announcement of interest items and possible future agenda topics. 24. Call for Citizen input and /or concerns. Vol. Iq( Pg. 10I 25. Agency/ Board/ Committee reports by Court members. 26. Adjourn. p I 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 1 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 forum 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: 1. cancellation of a speaker's 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 tactual 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 Commissioners Courtroom of the County Administration Building, 200 South Texas Ave., suite 106, Bryan, TX 77803 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 -4102. Vol. I Pg. BRAZOS COUNTY BRYAN,TEXAS MINUTES November 2, 2010 BRAZOS COUNTY COMMISSIONERS COURT REGULAR MEETING 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 4:00 p.m. on Tuesday, November 2, 2010 with the following members of the Court present: Randy Sims, County Judge, Present; 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, Absent. The attached sheets contain the names of the citizens and officials that were in attendance. 1. Invocation and Pledge of Allegiance - Commissioner Wassermann. 2. Call for Citizen input and /or concerns. Sheriff Chris Kirk said there were 558 inmates in jail, 47 are on electronic ankle monitors, and 46 are pending for electronic ankle monitors. Consider and take action on agenda items 3 - 22: 3 Order 10 -016 prohibiting outdoor burning in Brazos County for ninety (90) days. effective immediately (previously tabled). Chuck Frazier, Emergency Management Coordinator, at the request of the Fire Chiefs recommended not to institute a burn ban. Vol. 1 I Pg . t t a Motion: Table , Moved by Commissioner Irma Cauley, Seconded by Commissioner Duane Peters. Passed. 5 -0. Members voting Aye: Cauley , County Judge Sims , Mallard , Peters , Wasserman . 4 Service Agreement with Brvan ISD and the Center for Criminal Justice Solutions LLC for the Attendance Improvement Management (AIM) Program to assist In the reduction of truancy rates within Brvan ISD. Commissioner Cauley asked for more information on the program. Tina Snelling, Court Counsel spoke on behalf of Judge Tommy Munoz, Justice of the Peace, Precinct 2, Place 2 Ms. Snelling stated last year they had a 120 day program and that the personnel involved reported success. A copy of the agreement is attached. Motion: Approve , Moved by Commissioner Lloyd Wasserman, Seconded by Commissioner Duane Peters. Passed. 5 -0. Members voting Aye: Cauley , County Judge Sims , Mallard , Peters , Wasserman . 5 Interlocal Agreement with the City of Brvan for the 2008 Byrne Justice Assistance Grant (JAG) Program Award - GMS Application Number 2008 -DJ -BX -0399. The City of Bryan will use the $23,022.00 JAG award for technology enhancement programs until September 30, 2011. A copy is attached. Motion: Approve , Moved by Commissioner Duane Peters, Seconded by Commissioner Irma Cauley. Passed. 5 -0. Members voting Aye: Cauley , County Judge Sims , Mallard , Peters , Wasserman . 6 Renewal of the Annual Maintenance Agreement with Voice Products, Inc. for the i- Record audio and video Interview equipment used for conducting interviews by Sheriff's Office personnel for submission In court proceedings and for documentation purposes; term of agreement Is 10 -1 -10 through 9-30-11. Cost to County $2,805.00. A copy is attached. Motion: Approve , Moved by Commissioner Duane Peters, Seconded by Commissioner Kenny Mallard. Passed. 5 -0. Members voting Aye: Cauley , County Judge Sims , Mallard , Peters , Wasserman . 7 Agreement with Research Valley Partnership. Inc. for FY 2011. Cost to County is $300,000 for administrative services and $333,153.32 for incentive funding. A copy of the agreement is attached. Motion: Approve , Moved by Commissioner Duane Peters, Seconded by Commissioner Irma Cauley. Passed. 5 -0. Members voting Aye: Cauley , County Judge Sims , Mallard , Peters , Wasserman . 8 Reclassification of 2 Dispatch positions (class code 1437, positions 1 & 2) to Visitation Officer (class code to be determined, positions 1 & 2), effective 10/30/10. for Jail Administration. The reclassification will create a position dedicated to answering public questions, monitoring the video visitation system and receiving calls for information. No cost impact on the budget. Motion: Approve , Moved by Commissioner Duane Peters, Seconded by Commissioner Lloyd Wasserman. Passed. 5 -0. Members voting Aye: Cauley , County Judge Sims , Mallard , Peters , Wasserman . g Proposed Job Description for the Visitation Officer positions in Jail Administration. A copy is attached. Vol. 1 4 pg. 10 11 Motion: Approve , Moved by Commissioner Lloyd Wasserman, Seconded by Commissioner Irma Cauley. Passed. 5 -0. Members voting Aye: Cauley , County Judge Sims , Mallard , Peters , Wasserman . Change Order In the amount of $130,405.00 on PO# 11000230 with Madison Construction for demolition of the 4th floor of the Brazos County Court House. Increase to contract amount $130,405.00. A copy attached. Motion: Approve , Moved by Commissioner Irma Cauley, Seconded by Commissioner Lloyd Wasserman. Passed. 5 -0. Members voting Aye: Cauley , County Judge Sims , Mallard , Peters , Wasserman . Change Order In the amount of $4.500.00 on purchase order # 11000182 with Kling Enqineerina for the detention pond as -built certification and record drawings for the Expo expansion prolect. Previous contract was $112,700.00. New contract amount is $117,200.00. A copy is attached. Motion: Approve , Moved by Commissioner Duane Peters, Seconded by Commissioner Lloyd Wasserman. Passed. 5 -0. Members voting Aye: Cauley , County Judge Sims , Mallard , Peters , Wasserman . 12 Change Order in the amount of $13,040.50 on PO #11000226 with Patterson Architects for the 10% fee of the cost for demolition of the 4th floor of the Brazos County Courthouse. The change order is in the amount of $13,040.50. Previous contract amount was $542,508.85. New contract amount is $555,549.35. A copy is attached. Motion: Approve , Moved by Commissioner Duane Peters, Seconded by Commissioner Kenny Mallard. Passed. 5 -0. Members voting Aye: Cauley , County Judge Sims , Mallard , Peters , Wasserman . 13 Permission to advertise Bid # 2011 -07, Oversized Limestone Aggregate. The requesting department is Road and Bridge. Motion: Approve , Moved by Commissioner Lloyd Wasserman, Seconded by Commissioner Duane Peters. Passed. 5 -0. Members voting Aye: Cauley , County Judge Sims , Mallard , Peters , Wasserman . 14 Manual Requisition In the amount of $3.194.90 to Kesco Supply for the purchase of sinks for the Expo expansion protect. Motion: Approve , Moved by Commissioner Irma Cauley, Seconded by Commissioner Duane Peters. Passed. 5 -0. Members voting Aye: Cauley , County Judge Sims , Mallard , Peters , Wasserman . 15 Declaration of surplus property as "salvage" that was advertised for sale in accordance with Local Government Code 263.152 and received no bids. and authorization for either destruction or other disposal as appropriate. This property was advertised for sale in accordance with Local Government Code §263.152 and received no bids. The Court declared the property as salvage and authorized its destruction or other disposal. Motion: Approve , Moved by Commissioner Duane Peters, Seconded by Commissioner Irma Cauley. Passed. 5 -0. Members voting Aye: Cauley , County Judge Sims , Mallard , Peters , Wasserman . vo U ( pg. 1 4 16. Tax Refund Applications for the following: Affordable Mobile Homes - overpayment- $8.40Festive Homes - overpayment- $13.58Affordable Mobile Homes - overpayment- $13.58VIrginnia Martin - overpayment- $456.62Sarah A Haves & Jimmie W Hayes - overpayment-$369.92Affordable Mobile Homes - overpayment- $353.65David A. James D & Becky Roper - overpayment-$6.38Affordable Mobile Homes - overpayment- $16.04Affordable Mobile Homes - overpavment-$13.45Matias & Maria G Marquez - overpayment- $51.02Salvador B Arreola-overpavment- $69.60Travls L Arnold, Jr - overpayment- $39.27HSBC- overpayment- $50.40F Fuessel-overpavment- $11.36Kathleen Cox 13.B6Teresa De Jesus Martinez - overpayment- $10.99Oliver & Barbara Berrv- overpavment-$11.10Omar Cervine - Ayala- overpayment- $10.29Affordable Mobile Homes-overpayment- $95.01 Motion: Approve , Moved by Randy County Judge Sims, Seconded by Commissioner Duane Peters. Passed. 5 -0. Members voting Aye: Cauley , County Judge Sims , Mallard , Peters , Wasserman . 17. Budget Amendments. Budget Amendments FY10 - 54.1 thru 54.5 54.1 Rellocate funds Brazos Center 54.2 Reallocate funds County Clerk: HAVA General Compliance 54.3 Reallocate funds for Veteran's Services, Risk Management, Purchasing Admin., District Clerk -Jury Services, 272nd District Court, Court Annex, Justice of the Peace, Precinct 2.1, Justice of the Peace, Precinct 4, Constable Precinct 1, Constable, Precinct 3 54.4 Reallocate funds for TYC Parole, TJPC -O- Prog. Sanctions ISJPO,TJPC -X -ICBF, Emergency Mnagement, Courthouse Security Fund, Juvenile Title IV -E 54.5 Adjust grant award funds to amount actually received. BVCOG A copy of each is attached. Motion: Approve , Moved by Commissioner Duane Peters, Seconded by Commissioner Kenny Mallard. Passed. 5 -0. Members voting Aye: Cauley , County Judge Sims , Mallard , Peters , Wasserman . Budget Amendments FY11 4.1 thru 4.2 4.1 Set up year 2 of grant budget BVCOG - Interlocal 4.2 Transfer of funds from Contingency - General Fund to General Capital Improvement Fund. A copy of each is attached. Motion: Approve , Moved by Commissioner Duane Peters, Seconded by Commissioner Lloyd Wasserman. Passed. 5 -0. Members voting Aye: Cauley , County Judge Sims , Mallard , Peters , Wasserman . 18 Payment Authorization in the amount of $6.093.28 to CSC Engineering & Environmental Consulting for the Low Risk Facility phase II environmental site assessment. Motion: Approve , Moved by Commissioner Irma Cauley, Seconded by Commissioner Duane Peters. Passed. 5 -0. Members voting Aye: Cauley , County Judge Sims , Mallard , Peters , Wasserman . 19. Personnel Change of Status. Personnel Action Forms. A copy attached l5 Vol. I ' Pg. Motion: Approve , Moved by Commissioner Lloyd Wasserman, Seconded by Commissioner Duane Peters. Passed. 5 -0. Members voting Aye: Cauley , County Judge Sims , Mallard , Peters , Wasserman . 20. Payment of Claims. 7080297 - 7080528 Motion: Approve , Moved by Commissioner Duane Peters, Seconded by Commissioner Kenny Mallard. Passed. 5 -0. Members voting Aye: Cauley , County Judge Sims , Mallard , Peters , Wasserman . Payment of Claims 21 Convene into Executive Session pursuant to Section 551.072 of the Texas Government Code to discuss real property. At 4:20 p.m. the County Judge announced the meeting closed to the public. The following were asked to stay for the session: Irene Jett- Budget Officer, Bill Ballard -Civil Counsel, Katie Conner - County Auditor, Candy Gallego- Executive Assistant, Tina Snelling -Civil Counsel, Debbie Lockledge- Administrative Assistant. 22 Consider and possible action on the Executive Session. At 4:40 p.m. the County Judge announced the meeting open to the public. Commissioners Court voted first to ratify action taken by legal counsel to negotiate a settlement with the Park Hudson Property Owners Association. Motion: Approve , Moved by Commissioner Duane Peters, Seconded by Commissioner Irma Cauley. Passed. 5 -0. Members voting Aye: Cauley , County Judge Sims , Mallard , Peters , Wasserman . Commissioners Court then voted to approve the payment of $9,657.93 to the Park Hudson Property Owners Association for payments dated February 19, 2010 through December 30, 2010 and declared a public purpose. Quarterly payments to the Park Hudson Property Owners Association will continue to be made. Motion: Approve , Moved by Commissioner Duane Peters, Seconded by Commissioner Irma Cauley. Passed. 5 -0. Members voting Aye: Cauley , County Judge Sims , Mallard , Peters , Wasserman . 23. Announcement of interest items and possible future agenda topics. There were no announcements. 24. Call for Citizen input and /or concerns. There was no citizen input. 25. Agency/ Board/ Committee reports by Court members. There were no Agency /Board /Committee Reports. 26. Adjourn. Vol. Pg. 1 1(9 The foregoing minutes of the Commissioners Court meeting held November 2, 2010 have been examined and are approved in open Court this the 10-- day of aecen.ber , 2010, in Bryan, Brazos County/ exa Randy S' s Count Judge Kenny Malla Commissioner, Precinct 2 Commissioner;' Precinct 3 Duan P ters au'ey- Commissioner, Preci Attest: Karen McQueen County Clerk Vol 1' Page 117 Lloy8 Wassermann Commissioner, Precinct 1 Name �/ COMMISSIONERS COURT MEETING IUe,Yl ixrrAikt (VO/() a) p9, Date and Time Gam. Aff IL (1dc x t 4tctT- RI! , reARL r)/ Felt (;A LDWL( Organization /Department pet) Y- - Et ; of, a a , o tkO A to C rut : Lz cf,vt L Ai .e r 7b zcf/. n CL e re v, - Ni1� 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 Coit 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 5. 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. 114( P � 1. TERM OF THE AGREEMENT. 1.1. Term. The term of this Agreement is for a period of 120 days, which shall commence on October 15, 2010 and end 120 days thereafter (the "Contract Term ") on February 11, 2011. 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. All 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 "B ", 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 sh 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 Attachment "A "; AIM PROGRAM SERVICE AGREEMENT Page 2 of 10 Vol. i Pg. 1ao 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. Obligations 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 150 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 15D 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. 14t Pg 10-1 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 15D 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 150 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 $13,440.00 (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 4 41 Pg Ida 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 Liaison 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 Security. 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 Uninterrupted 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, or in 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. 14 ( Pg ,1 3 3.5 Limited 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: (1) 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 15D 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 15D, respectively, agree to not unreasonably withhold permission to Service Provider to identify County and Bryan 150 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 ISO'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 I Vol. `�� Pg i� 3.11 Assignment. This Agreement and any rights, interests, duties, and obligations herein are not assignable, in whole or in part, by any Party 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: if to Bryan ISD: If to the Court: Paul Pottinger Center for Criminal Justice Solutions, LLC 12009 Coit Road, 41809T Dallas, Texas 75251 Student Issues: Carol Cune Executive Director of Administration 101 N. Texas Avenue Bryan, Texas 77803 Financial Issues: Amy Drozd Chief Financial Officer, B150 101 N. Texas Avenue Bryan, Texas 77803 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. Pg I a5 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; Jurisdiction, 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 8 of 10 a Vol. ► 1 Pg. 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 15D, 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 Requestors 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. ► Pg. Ia7 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 ISO. EXECUTED IN DUPLICATE, EACH OF WHICH SHALL HAVE THE FULL FORCE AND EFFECT OF AN ORIGINAL. CENTER FOR CRIMINAL JUSTICE SOLUTIONS, LLC BRAZOS COUNTY, TEXAS By: By: / - 21- id/ 0 By: Paul Pottinger / Date Brazos Co ty Judge Randy Sims Date Its: Member AIM PROGRAM SERVICE AGREEMENT ATTEST: By: Karen McQueen, County Clerk/ I� 1W BRAZOS COUNTY JUSTICE OF THE PEACE, PCT 2, P12 BRYAN INDEPENDENT SCHO• DISTRICT By: Date [Signature] I C Z ID Date Date [Printed Name] Its: [Title] Vol. 14( Pg. l8 Page 10 of 10 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 15D 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 vol. 14 I p lag 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. 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 CONFIDENTIALITY AGREEMENT Page 2 of 6 9 ` I 130 vol Pg 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. 5. 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 (11) the party or person furnishes only that portion of the Confidential Information that is legally required. CONFIDENTIALITY AGREEMENT Page 3 of 6 141 Pg. 431 Vol. 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. Jio 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. 8. Acknowledgment; Remedies• Attorneys' 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 CONFIDENTIALITY AGREEMENT Page 4 of 6 Vol. 14 I Pg. )3a Recipient: 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. Brazos Cos• / Center forLri alders .lutions, (IC By: / r : rw f By: Printed Name 5 Printed Name: Went~ A: Title: anE y ri8e .2 Title: (°,C) Brazos unty Justice of the Peace, Precinct 2, Place 2 By: /.IIL-r+4 Pr ed Name: �.Ll. M Title: "fu rs. 'ff Terre, ,2'2 CONFIDENTIALITY AGREEMENT 11 / 0 0 Discloser: Vol. 4( Pg X 33 Page 5 of 6 EXHIBIT "A" TO CONFIDENTIALITY AGREEMENT BETWEEN Center for Criminal Justice Solutions, LLC AND Brazos County AND Brazos CountyJustice 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. CONFIDENTIALITY AGREEMENT (Signature] [Printed Name] TITLE: ADDRESS: PHONE: EMAIL: DATE SIGNED: Vol 1 4- Pg J 34 Page 6 of 6 GMS APPLICATION NUMBER 2008 -DJ -BX -0399 INTERLOCAL AGREEMENT BETWEEN THE CITY OF BRYAN AND BRAZOS COUNTY For 2008 Byrne Justice Assistance Grant (JAG) Program Award This Agreement is made and entered into by and between the City of Bryan Texas (hereinafter referred to as "Bryan "), a Texas Horne Rule Municipal Corporation, acting through its City Council; and Brazos County, Texas (hereinafter referred to as the "County"), acting through its Commissioners' Court. WHEREAS, Bryan and the County are eligible through a joint application for grant funds under the U.S. Department of Justice' 2008 Byrne Justice Assistance Grant (JAG) Program; and WHEREAS, as a condition precedent to receiving a JAG award, Bryan and the County are required to enter into an interlocal agreement designating one joint applicant to serve as the applicant/fiscal agent for the joint funds; and WHEREAS, Chapter 791 of the TEXAS GOVERNMENT CODE, also known as the [MTERLOCAL COOPERATION ACT, authorizes all local governments to contract with each other to perform governmental functions or services; and WHEREAS, the parties represent that each is independently authorized to perform the functions or services contemplated by this Agreement; and WHEREAS, each governing body, in performing governmental functions or in paying for the performance of governmental functions hereunder, shall make that performance or those payments from current revenues legally available to that party; and WHEREAS, each governing body finds that the performance of this Agreement is in the best interests of all parties, that the undertaking will benefit the public, and that the division of costs fairly compensates the performing party for the services or functions under this Agreement; and WHEREAS, Bryan also agrees to provide the County $0.00 from the JAG award; and WHEREAS, Bryan shall use $23,022.00 from the JAG award; and WHEREAS, Bryan and the County believe it to be in their best interest to reallocate the JAG funds as described above, NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and conditions contained herein, promise and agree as follows 1. Bryan agrees to retain a total of $23,022.00 of the JAG funds. 2. Bryan agrees to use $23,022.00 for technology enhancement programs until September 30, 2011. 3. The parties to this Agreement do not intend for any third party to obtain a right by virtue of this Agreement. 1 35 Vol. 3 4 / pg. 4. By entering into this Agreement, the parties do not intend to create any obligations expressed or implied other than those set out herein; further, this Agreement shall not create any rights in any party not a signatory hereto. 5. No party shall have the right to direct or control the conduct of the other parties with respect to the duties and obligations of each party under the terms of this Agreement. 6. Each entity shall ensure that all applicable laws and ordinances have been satisfied. 7. Effective Date and Term. This Agreement shall be effective when signed by the last party who's signing makes the Agreement fully executed and will remain in full force and effect until September 30, 2011. 8. INDEMNIFICATION: Subject to the limitations as to damages and liability under the Texas Tort Claims Act, and without waiving its governmental immunity, each party to this Agreement agrees to hold harmless each other, its governing board, officers, agents and employees for any liability, loss, damages, claims or causes of action caused, or asserted to be caused, directly or indirectly by any other party to this Agreement, or any of its officers, agents or employees as a result of its performance under this Agreement. 9. CONSENT TO SUIT: Nothing in this Agreement will be construed as a waiver or relinquishment by any party of its right to claim such exemptions, privileges and immunities as may be provided by law. 10. Invalidity. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties shall use their best efforts to replace the respective provision or provisions of this Agreement with legal teens and conditions approximating the original intent of the parties. 11. Written Notice. Unless otherwise specified, written notice shall be deemed to have been duly served if delivered in person or sent by certified mail to the business address as listed herein. City of Bryan: City Manager City of Bryan 300 South Texas Avenue Bryan, Texas 77803 Brazos County: County Judge Brazos County 300 East 29'" Street, Suite 114 Bryan, Texas 77803 14. Entire Apreement. It is understood that this Agreement contains the entire agreement between the parties and supersedes any and all prior agreements, arrangements, or understandings between the parties relating to the subject matter. Nor oral understandings, statements, promises, or inducements contrary to the terms of this Agreement exist. This Agreement cannot be changed or terminated orally. No verbal agreement or conversation with any officer, agent, or employee of any party before or after the execution of this Agreement shall affect or modify any of the terms or obligations hereunder. 2 Vol. 1 E I Pg. 13 CQ 15. Amendment. No Amendment to this Agreement shall be effective and binding unless and until it is reduced to writing and signed by duly authorized representatives of both parties. 16. Texas Law. This Agreement has been made under and shall be governed by the laws of the State of Texas. 17. Place of Performance. Performance and all matters related thereto shall be in Brazos County, Texas, United States of America. 18. Authority to Enter Contract. Each party has the full power and authority to enter into and perform this Agreement and the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement. The persons executing this Agreement hereby represent that they have authorization to sign on behalf of their respective corporations. 19. Waiver. Failure of any party, at any time, to enforce a provision of this Agreement, shall in no way constitute a waiver of that provision, nor in anyway affect the validity of this Agreement, any part hereof, or the right of either party thereafter to enforce each and every provision hereof No term of this Agreement shall be deemed waived or breach excused unless the waiver shall be in writing and signed by the party claimed to have waived. Furthermore, any consent to or waiver of a breach will not constitute consent to or waiver of or excuse any other different or subsequent breach. 20. Agreement Read. The parties acknowledge that they have read, understand and intend to be bound by the terms and conditions of this Agreement. 21. Assignment. This Agreement and the rights and obligations contained herein may not be assigned by any party without the prior written approval of the other parties to this Agreement. 22. Multiple Originals. It is understood and agreed that this Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. 3 Vol. 1 `� ( 1 37 Pg. EXECUTED this the day of , 2010 by CITY OF BRYAN. ATTEST: APPROVED AS TO FORM: Mary Lynn Stratta City Secretary STATE OF TEXAS § COUNTY OF BRAZOS § 4 By ACKNOWLEDGEMENT CITY OF BRYAN Jason P. Bienski Mayor Janis Hampton City Attorney BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared, Jason P. Bienski, Mayor of Bryan, Texas, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed it for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of , A.D. 2010. Notary Public, State of Texas My Commission Expires: Vol. - -Pg. 138 EXECUTED this the 2/1 day of 1V10V19[1. fle , 2010 by BRAZOS COUNTY. ATTEST: STATE OF TEXAS § COUNTY OF BRAZOS § EXP 5 f / 0/18111010" \\\\\\ By: 5 Kak McQueen County Clerk Counsel for Brazos County ACKNOWLEDGEMENT BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Randy Sims, County Judge of Brazos County, Texas, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed it for the purpose and consideration therein expressed, and in the capacity therein stated. T UNDER MY HAND AND SEAL OF OFFICE this -2AP" day of NOV„ , A.D. 2010. ��\pCKLEDel < t e L Notary Public, State of Texas My Commission Expires: f /3' vol.— `� f „. 139 VOICE PRODUCTS INC. v MAINTENANCE AGREEMENT AGREEMENT BETWEEN Brazos County Sheriff's Office and VOICE PRODUCTS, INC. Regarding the maintenance of equipment installed at: 1700 Highway 21 West Bryan, TX 77803 Voice Products, Inc. 8555 East 32 Street North Wichita, KS 67226 (316) 616 -1111 FAX (316) 263 -1823 r .4r VOICE PRODUCTS INC. SERVICE AGREEMENT Between Voice Products, Inc., 8555 East 32 Street North, Wichita, KS 67226, which shall include the authorized representatives of VOICE PRODUCTS, INC., and Customer. Hereinafter described as the "USER" of the equipment for the maintenance of Equipment as purchased, designated by a signed and executed sales order or purchase order, described as "the Equipment ". WHEREBY IT IS AGREED AS FOLLOWS: Conditions of Equipment at Commencement of Agreement: Voice Products, Inc., represents and warrants that the Equipment operates within the manufacturer's specification and has been comprehensively inspected by a qualified engineer, trained and skilled in the performance of the specific services invoiced, and delegated by the manufacturer. Furthermore, any coverage or rights of the USER under any other warranties shall remain in effect, and shall not be mitigated by virtue of this agreement. GENERAL INFORMATION Normal Service Hours: Normal on -site service hours are 8:OOam to 5:OOpm, local time of the Install Location, Monday through Friday, excluding the Voice Product holidays listed below. Extended Service Hours are hours outside of the Normal Service Hours. Voice Products' normal office hours are 8:OOam to 5:OOpm central time. Company Holidays: • New Year's Day • Easter Sunday • Memorial Day • Independence Day • Labor Day • Thanksgiving Day • Day after Thanksgiving • Christmas Eve • Christmas Day *In the event that a holiday falls on a weekend, Voice Products reserves the right to designate a weekday as a holiday for employees. How to Report a Problem: Customer will report technical problems with equipment or software to the Voice Products Help Desk. Trouble tickets may be opened via telephone contact by dialing (800)466 -1152 or (316)616- 1111. If calling outside of normal business hours an on -call product support engineer will be paged. If July 2, 2007. Rev. 1 Page 2 of 15 r 141 p$ !'k VOICE PRODUCTS MC? q/ r your preference is for Voice Products to wait until the next business day to address the issue, please indicate so in your voice message. We kindly ask that you do not attempt to contact a technician directly. Customer's Designated Contact should be prepared with the following information when reporting a problem: 1. Serial number of equipment with problem being reported (if applicable) 2. Steps Customer has taken to troubleshoot and attempt to resolve before contacting Voice Products 3. Specific error message being received. 4. Specific agents not being recorded, with agent IDS, extensions, channels 5. Instructions on what to do if reboot is required (e.g., authorized to reboot or technician must get authorization before rebooting) 6. Specific questions for inquiries. 7. If calling about an existing ticket, provide the ticket number. The Product Support Engineer will triage the initial symptoms reported. If necessary, the engineer will dial into the customer's system to conduct remote diagnostics as well as continue to try and resolve the problem over the telephone. If an issue appears to be product software related, a ticket with the Manufacturer may be opened. The Technical Services Manager will determine if an on -site visit is required by a field technician to resolve the problem. The customer will designate at that time the customer contact from whom the Product Support Engineer will take direction and who will be the primary communication link while on site. When on site, the Product Support Engineer will communicate directly with the Customer Contact regarding arrival to and departure from premises, work requirements in sensitive locations, and needed customer assistance. Before departure the Product Support Engineer will request signature on a service statement, which reports to the Customer Contact the work that has been done and describes any outstanding issues. Severity Levels and Escalation Path: Severity Level 1 — "CRITICAL FAILURE" — Any failure of covered items which results in loss of substantial number of recording channels, effected users, or data (audio, screens or both), or if allowed to persist will result in such loss. The loss has been shown to be caused by a defect in covered items. (Hard drive down, unable to record on one or more systems), and NOT defects in 3 party products or within the customer environment. July 2, 2007. Rev. 1 Page 3 of 15 vol. 1 4 Pg. I LW RESPONSE CATEGORY NORMAL RESPONSE TIMES Call Back Response Time Two (2) hours after receipt of call from customer's authorized representative. On -Site Response Time These problems are typically corrected via remote access to the system. If not able to resolve remotely with 72 hours, and if final diagnosis of problem reveals a need for on -site personnel, an on -site visit will be scheduled. Level of Service Reasonable effort until the work around is provided and system is stable. The resolution •rocess is on•oin• until the •roblem is solved. RESPONSE CATEGORY NORMAL RESPONSE TIMES Call Back Response Time Sixty (60) minutes after receipt of call from customer's authorized representative. On -Site Response Time Six (6) hours or less or Product Support Engineer on first available flight to site, once the need for on -site support has been determined. Level of Service Reasonable effort until the problem is resolved or a work around is provided. The resolution process is ongoing until the problem is solved. Critical failures are typically resolved within 24 hours. RESPONSE CATEGORY NORMAL RESPONSE TIMES Call Back Response Time Within 24 hours after receipt of call from customer's authorized representative. On -Site Response Time Typically resolved via remote system access Level of Service The resolution process is ongoing until the problem is solved. VW a PRODUCTS C. v Severity Level 2 — "LIMITED FUNCTIONALITY" — The majority of the users at a customer's site are affected, but the problem does not affect the system recording. The problem has a high visibility and although there may be a work around, performance may be degraded or functions limited. Problem may be due to a non - critical part failure or software malfunction. Level 2 problems frequently require manufacturer involvement, and occasionally require manufacturer R &D —level involvement, which may take longer to resolve. (e.g., evaluation form is unavailable, reporting is unavailable). Severity Level 3 — "WORK IMPEDING OR INCONVENIENT" — A single user or small percentage of users are affected, or the problem has limited visibility. Severity Level 4 — "SYSTEM INQUIRY" — Request for information, request for service work unrelated to a break -fix situation, request for technical correction when not service impacting (e.g., end user applications assistance, dat tape recovery). July 2, 2007. Rev. 1 I43 doh._ Pg . __... Page 4 of 15 RESPONSE CATEGORY NORMAL RESPONSE TIMES Call Back Response Time Within 48 hours after receipt of call from customer's authorized representative. On-Site Response Time Typically resolved via remote system access Level of Service The resolution process is ongoing until the problem is solved. VOICE PRODUCTS MC. July 2, 2007. Rev. 1 Page 5 of 15 Pg. 144 NAME TITLE EMAIL ADDRESS PHONE NUMBER Donna Dill Technical Services Director/ Fusion ddill (Wvoiceoroducts.com (316)616 -1111 x 114 David Essary Technical Services Director/ Nice dessarv(a.voiceproducts.com (316)616 -1111 x 122 Stuart Peters Vice - President speters(avoiceproducts.com (316)616 -1111 x 111 Dean Tullis President dtullis a7 voiceproducts.com (316)616 -1111 x 112 VOKK P ODUCTS MC. v1 Escalation Contact Table What Level of Service does my Service Plan Provide? Annual support coverage will be in accordance with the Service Plan purchased. Platinum • Remote Diagnostics (24 hours /7 days a week including holidays) • On -site Hardware Support— Parts and Labor (24/7 including holidays) • On -site Software Support — Labor (24/7 including holidays) • One Annual "Refresher" Training Session (on -site travel costs billable) • Travel Expenses included for support visits. Gold • Remote Diagnostics (Monday- Friday 8 -5 local, excluding holidays) • On -site Hardware Support — Parts and Labor (Monday Friday 8 - local time, excluding holidays) • On -site Software Support — Labor (Monday- Friday 8 -5 local time, excluding holidays) • Travel Expenses included for support visits. • After hours Remote Diagnostics, Hardware Support and Software Support at hourly rates. • Remote Diagnostics (Monday- Friday 8 -5 local, excluding holidays) • On -site Hardware Support at hourly rates; customer pays for parts. • On -site Software Support at hourly rates. • Customer pays travel expenses. 1. Routine Visits Voice Products, Inc., will make routine visits as specified in this maintenance agreement to examine, test and adjust the Equipment, and to maintain the Equipment in good working order July 2, 2007. Rev. 1 Pg. 1 L f Page 6 of 15 VOICE PRODUCTS mmeo Vk in accordance with this agreement. 2. Special Emergency Visits Voice Products, Inc., will provide, free of any additional charge, telephone technical support to assist in clearance of minor faults which do not warrant the visit of an engineer. Voice Products, Inc., will additionally make special emergency visits on request of the USER. Such special emergency visits shall be free of additional charge to the USER, except where such visits should prove the failure not to be caused by a defect in Voice Products, Inc., Equipment. In this event, the USER shall pay to Voice Products, Inc., at its address stated above the appropriate charges for labor and travel. 3. Repair and Replacements As may be necessary, Voice Products, Inc., will repair or replace all defective components, except tape reels and tape. Such repair or replacement shall be at no additional charge to the USER except if caused by accident or negligence or improper use on the part of any person other than the staff of Voice Products, Inc., or if caused by unsuitable electricity supply. All defective component parts so replaced shall become Voice Products, Inc., property. All repair parts shall be new or warranted as new. When in the opinion of Voice Products, Inc., reconditioning is necessary, an estimate of the cost of reconditioning will be submitted. Such cost, if authorized by the USER, will be in addition to the maintenance charge. In the event of non - acceptance by the USER, Voice Products, Inc., shall be entitled to cease maintenance and the USER shall be entitled to a refund of charges paid in advance. 4. Liability Except as herein expressly stated, Voice Products, Inc., shall not be liable for consequential loss, damage, or injury arising from any stoppage, breakdown, or failure of the Equipment, save where caused by the negligence of or breach of this Agreement by Voice Products, Inc., or their failure to exercise reasonable skill and care in carrying out any work pertinent to this Agreement, but Voice Products, Inc., shall use its best endeavors to remedy any stoppage as promptly as it is able and likewise shall use its best endeavors to keep the Equipment in good working order. If, however, personal injury or damage to property is caused by the negligence of Voice Products, Inc., then Voice Products, Inc., shall accept liability. 5. User's Responsibilities A. Keep and operate the Equipment in a proper and prudent manner and at the same location within the United States, readily accessible for visits from Voice Products, Inc. technicians. B. Promptly notify Voice Products, Inc., at the above address of any change in location of the Equipment. C. Make all payments due hereunder to Voice Products, Inc., at Voice Products, Inc' address above stated within 30 days of the date on which such payments are expressed to be July 2, 2007. Rev. 1 Page 7 of 15 14'(0 VICE PRODUCTS MC. iVAt- payable hereunder. D. Promptly notify VOICE PRODUCTS, INC., of faults, service issues or defects in the Equipment. E. Provide an adequate and suitable electricity supply in accordance with advice given by Voice Products, Inc., to the USER in the sales proposal. F. Do such minor maintenance as is required for normal day -to -day operation. Maintenance is specified in the manual provided with the Equipment. G. Use for the operation and permitted USER servicing of the Equipment (as defined by Voice Products, Inc., instructions) only those materials and supplies (including lubricants) approved by Voice Products, Inc. or equivalent approved by the manufacturer, NICE Systems, Inc. H. Provide Voice Products' service personnel full and reasonable access to the Install Location(s) and the System for the purpose of performing maintenance. I. Provide a safe working environment for Voice Products service personnel. J. Provide Voice Products, at no charge, reasonable access to and use of any machines, attachments and /or communications facilities which are necessary to facilitate maintenance. K. Maintain and control proper site environmental conditions and perform any routine maintenance procedures (such as cleaning of Audio Drives and air filters) as prescribed in manufacturer's operations manual pertaining to the Equipment. With the exception of the routine procedures referenced in this section, Customer shall not perform, or cause to be performed maintenance or repair of the System without prior approval of Voice Products. L. Make available the install location(s) at such time as may be requested by Voice Products and approved by the customer for installation of any engineering change order. M. Provide VPN or dial up remote access for Voice Products remote troubleshooting and held desk support. N. Perform system administration (e.g., performing moves, adds and changes, defining user status and system permissions, changing and labeling audio tapes); Completed System Administration training for on -site administrators is mandatory. 0. Contact Voice Products prior to installation of other third party software (such as anti -virus software) to confirm compatibility with the customer's system. P. Contact Voice Products before making changes or modifications to System log ins and passwords. Q. Contact Voice Products before making changes to systems that integrate with your System (e.g., switch upgrades, CTI servers, network or firewall changes) to determine if there are implications to your system. R. Ensure Customer's designated contact(s) is (are) fully trained on proper administration, use and functionality of the system. July 2, 2007. Rev. 1 Page 8 of 15 Vol. 41 Pg 14-7 VICE PRODUCTS ANC® S. Use best efforts to conduct problem triage before reporting problems to Voice Products. T. Provide regular and frequent communication to Voice Products to assure proper understanding of customer issues and provide feedback to Voice Products with confirmation that an issue has been resolved. 6. VOICE PRODUCTS, INC. Responsibilities Voice Products provides basic maintenance services in support of the software and equipment for the term purchased. Basic maintenance services offered include: A. Maintaining a technical support center with a twenty -four hour help desk, seven (7) days a week, 365 days a year that allows customer to seek assistance in the use of the equipment and /or software and to report that the system has malfunctioned or is inoperative. B. Once the customer has placed a service request, and prior to any onsite work, Voice Products will work with the customer to remotely troubleshoot and resolve the issue with the customer. For technical issues that cannot, in Voice Products' judgment, be resolved remotely, an authorized Voice Products representative will provide onsite technical support. C. Using all responsible diligence to correct verifiable and reproducible errors to the software when reported to Voice Products in accordance with Voice Products' standards reporting procedures. Upon verifying that an error is present, Voice Products shall work along with the manufacturer in such a manner which is necessary toward correction of the error. D. Performing repairs and regular maintenance practices as are necessary to maintain the Equipment in good working condition. E. Furnishing parts and software changes including manufacturer software patches or service packs are necessary to maintain the Equipment in good working condition; also including replacement of hardware components upon determination by Voice Products that hardware failure has occurred. Customer shall return the failed hardware component to Voice Products within fifteen (15) days of receipt of the replacement component or return the defective unit to a Voice Products engineer who may be on site. F. Dispatching service personnel on -site to the Install Location(s) when necessary as determined by Voice Products or upon Customer's request. If Voice Products dispatches its service personnel, customer will be billed according to the Service Plan purchased. G. If Customer requests the performance of services that are outside of or in addition to the scope of services covered under the Standard Maintenance Policy or the Service Plan purchased, such services may be furnished by Voice Products, on a time and materials basis at Voice Products' prevailing hourly rates, subject to availability of Voice Products' service personnel. H. Limited Warranty. Voice Products shall perform its support services in a workmanlike manner in accordance with accepted industry practice. Voice Products' obligations to furnish repairs, parts and materials or correct any errors shall be limited to the maintenance terms of this Support Policy, and the service plan purchased and the July 2, 2007. Rev. 1 Page 9 of 15 14 I Pg ) W-8 VO CE PRODUCTS 11E ® Wt- manufacturer's limited warranty provided at the time of install. Voice Products' obligation to provide support services for the software shall be in accordance with the maintenance terms set forth in this maintenance agreement, such that the software will perform in substantial conformance with the manufacturer's published specifications as amended from time to time. The limited warranty set forth by the manufacturer at the time of purchase shall not be superseded by this maintenance agreement. 7. Duration This contract may be terminated at any time upon 90 days of prior written notice by either party to the other. Generally one year from the date of this agreement, the specific dates are documented in Appendix 1. 8. Rates and Charges A. The yearly charge described in Appendix 1, appended hereto, will become payable to Voice Products, Inc., at its address stated above on the first day of each contract year (as defined in Clause 7 above). B. In consideration of the Maintenance to be provided herein, Customer will pay Voice Products or the contracting business partner its maintenance fees based on the Service Plan purchased. Voice Products reserves the right to change the maintenance fees and service plans upon the expiration of the then - current Maintenance support term, provided that, no such change will be effective until sixty (60) days after Voice Products has given Customer notice of such change. C. Any and all additional time and material charges, hourly or per diem, other charges and /or reimbursable expenses required to be paid by Customer for additional services or services not covered under this Policy, shall be invoiced to Customer after such services were provided and reimbursable expenses were incurred by Voice Products. Customer shall pay the invoiced amount within thirty (30) days from the date of such invoice. D. If, at customer's request, maintenance is performed during extended services hours not covered by the purchased service plan, then customer shall pay an additional charge, at Voice Products' then current hourly rate, plus reasonable travel expenses incurred by Voice Products. A minimum of four (4) hours will be invoiced if on site services are requested during extended service hours. Maintenance performed during extended service hours at other than customer's request will be billed according to service plan purchased. E. Maintenance for Additional Equipment: Additional equipment and software acquired by customer from Voice Products during the term of this policy will be automatically added to list of covered hardware and software following the installation of equipment and /or software. Allowing for a 90 -day warranty period on new equipment and software, Voice Products will issue an invoice on a coterminous basis for the prorated maintenance support fee. July 2, 2007. Rev. 1 Page 10 of 15 Vol. ___: ( Pg. VOICE PRODUCTS INC. �J F. Manufacturer Hardware /Software Obsolescence: In the event that any of the installed hardware or software components are no longer manufactured by or supported by the manufacturer, Voice Products will attempt to continue to maintain the equipment. If a repair is not possible, Voice Products will compute the remaining amount of the annual Maintenance Support purchased which covers the equipment, software or part in question and to apply said amount as a discount toward purchase of new software and /or hardware. 9. Variation of Charges A. If the equipment is added to or altered, then Voice Products, Inc., may make appropriate variations in the charges payable under Clause 7 above. Any such variations shall be subject to USER's approval, which shall not be unreasonably withheld. B. Should it become necessary, Voice Products, Inc., may review any charge payable under this Agreement. If Voice Products, Inc. considers it necessary to revise any such charges, it shall, at least three months prior to the end of the current invoicing year, submit a written proposal detailing the revised charges. if the USER shall consider the revised charges to be unreasonable, the USER shall have the right to terminate this Agreement in accordance with Clause 6 above. 10. Alterations A. The USER shall not, in any circumstances, alter or add to the Equipment without Voice Products, Inc., consent (which shall not be unreasonably withheld). B. At the USER's request, Voice Products, Inc., will, so far as is practicable, move, alter, or add to the Equipment. Voice Products, Inc., may make appropriate charges for such services as approved by the user. 11. Defaults If the USER shall fail to make payment, as defined in Clause 5c, or if either party shall be in continual or material breach of its obligations hereunder, the other party may forthwith, by written notice, terminate this Agreement without prejudice to pre- existing rights. 12. Force Maieure Neither party hereto shall be under any liability for failure or delay in performing their respective obligations hereunder which are attributable to causes beyond the relevant party's reasonable control, each party acting reasonably and using its best efforts, based on good faith, to perform such obligations. 13. Confidentiality July 2, 2007. Rev. 1 Page 11 of 15 1 L Pg 150 VOICE Pit DUCTS MC. 14. Excluded From Coverage r Voice Products, Inc., shall not disclose any information about the USER, its business, or its customers to any third party without the prior consent of the USER. For the purpose of this clause, "USER" shall include any partner of or body associated with the USER, and /or any affiliate or subsidiary of the user. The foregoing obligation of confidentiality shall survive any termination of this Agreement. Maintenance to be provided under the Standard Maintenance Policy does not include services for repair of damage, replacement of parts, correction of errors or defects, or increase of service time attributable to the following reasons: A. Any problems resulting from the misuse, improper use, abuse, alteration, or damage of the System. B. Any problems caused by modifications in any versions of the software not made or authorized in writing (in advance) by Voice Products or the manufacturer. C. Any problems resulting from the combination of the System with such other programming, equipment or materials not supplied by Voice Products or to the extent such combination has not been approved in writing by Voice Products or the manufacturer. D. Any problems resulting from the user or operation of the system for purposes for which it was not designed. E. Problems resulting from unusual physical or electrical stress (such as power, UPS or air conditioning failure), accident, neglect or acts of God, and any other similar causes beyond Voice Products' control. F. Electrical work external to and not connected with any covered Products. G. Moves, adds and changes requested by customer; these functions should be performed by the customer's System Administrator; completed system administration training for the on -site administrator is mandatory. H, Requests for additional training (unless provided in Service Plan purchased by Customer.) I. Software version upgrades which provide substantially modified functionality to the original installed system such that it is considered by the manufacturer to be a new product or new version release; such product or new version release upgrades shall be made available for additional charge, including cost of the product and services charges. J. Relocation of equipment. Upon request of Customer, Voice Products will provide a price quotation for relocating the equipment to a new site. In the event equipment is moved or relocated by other than Voice Products personnel, Voice Products shall have the right to evaluate the equipment and its new site and environmental conditions as a condition for July 2, 2007. Rev. 1 Page 12 of 15 111 151 VOICE PRODUCTS INC. , continuing maintenance on the equipment and to bill customer at it's then prevailing rates for such inspection and any labor, material and adjustments which, in Voice Products' opinion, are necessary to restore the equipment to good operating. K. Requirements for Voice Products to go onsite to resolve an issue because remote access was not provided by customer. If, in Voice Products' judgment, the work could have been completed remotely, customer will be charged time and material rates for this work in addition to the annual maintenance fee. July 2, 2007. Rev. 1 Page 13 of 15 1 '41 15 Na- Month Day Year October 1 2010 Month Day Year Sept 30 2011 VOICE PRODUCT Duration: ce Vf APPENDIX 1 SCHEDULE OF MAINTENANCE SERVICE TIMES AND CHARGES AUTHORIZED SIGNATURES Level of Service Purchased: Platinum Gold X Silver (as defined in General Information) General Maintenance Agreement (GMA) Software and Hardware One Year (1) GMA $2805.00 to July 2, 2007. Rev. 1 Page 14 of 15 VICE PRODUCTS INC. VAt- Print Name Date R Ckri a U 1 1w) S July 2, 2007. Rev. 1 Cj 11 / _Vol Voice Products, Inc. 8555 East 32n Street North Wichita, KS 67226 (316) 616 -1111 FAX (316)- 263 -1823 1, 4 1 ) Page 15 of 15 Voice Products, Inc. AAA, (0)7n zeseitisk;_eg....cax,„,vvr itireen CORPORATE HEADQUARTERS 1 (800)466 -1152 1 8555 E. 32 ST. N. WICHITA KS. 67226 1 FAX (316)263 -1823 Sales and Support Office Throughout The Midwest Prepared For: Address. A. Maintenance Levels: , Maiiite`n'ance:Agreement ; 1 $2,805.00 I Five (5) days per week. (8 -5) Monday - -- Friday B. Maintenance Notes: 1. Contract Period is October 1, 2010 through September 30, 2011. 2. Maintenance is to include labor, parts travel and software maintenance agreement. C. Equipment: Created on 10/20/2010 Brazos County Office of the Sheriff 1700 Highway 21 West Bryan, TX 77803 latlietraird 1 Two Room iRecord System. Maintenance Quote Contact: Phone: Fax: Email: (702 /0 Date Lt. John Pollock 979 - 361 -4943 jpollock@co.brazos.tx.us COPYRIGHT ©2006. ALL RIGHTS RESERVED. VOICE PRODUCTS, INC. Visit us at: www.VOiyePPOdUCtS.com �� Vol. ti4 l Pg., Page 1 of 1 t, e cna s WORD SYSTEMS, INC. October 21, 2010 To Whom It May Concern: Sincerely, Ryan Vogt iRecord Director of' Sales and Marketing Word Systems, Inc. Indianapolis • Chicago • Springfield • Madison Barrette Technology Center Word Systems, Inc. 9225 Harrison Park Ct. Indianapolis, IN 46216 Voice Products, Inc. is the exclusive sole source of iRecord Audio and Video Interview Software and Hardware Products in the state of Texas. Voice Products, Inc. is solely responsible for distributing, installing, supporting and maintaining the iRecord system. Word Systems, Inc: is the master distributor of iRecord and has partnered up with 22 resellers in the US and Canada that are authorized to distribute iRecord products in their territory. Territories are exclusive and are limited to the states within the reseller's contract. As defined in our contract, if the reseller provides iRecord products or services outside of their territory they will be in violation of their contract. The system proposal includes the necessary software and capture cards that are only available from Word Systems, Inc authorized reseller, Voice Products, Inc.. All service work including software upgrades and system expansion must be completed by authorized Word Systems, Inc Technicians and or by an authorized reseller. Voice Products, Inc. will be the primary company providing support and maintenance for any and all iRecord systems in the state of Texas. Should you need further clarification of the statements above, please contact me at 800.425.7637. -va. — i±f -- -p$ 1 5( THE STATE OF TEXAS § COUNTY OF BRAZOS § AGREEMENT BETWEEN BRAZOS COUNTY, TEXAS AND THE RESEARCH VALLEY PARTNERSHIP, INC. THIS AGREEMENT is made and entered into the day of M Vent-hcr , 2010, by and between BRAZOS COUNTY, TEXAS, a body corporate and politic under the laws of the State of Texas, (hereinafter referred to as "County"), and the RESEARCH VALLEY PARTNERSHIP, INC., a Texas non -profit corporation (hereinafter referred to as "RVP "). RECITALS: WHEREAS, the Commissioners Court of Brazos County desires to stimulate business and commercial activity in the County; and WHEREAS the County wishes to contract with RVP as its agent pursuant to TEx. Loc. GOV'T CODE ANN. §381.004 to administer the County's program for local economic development (herein the County's Economic Development Program); and WHEREAS, the County desires to diversify its economy, increase and broaden its tax base, provide more and better employment opportunities for its citizens and promote the general public welfare; and WHEREAS, it is important to the County to attract and expand business, commercial and industrial enterprise in order to accomplish this purpose; and WHEREAS, RVP is an agency with specific expertise in the field of economic development and administering governmental economic development guidelines; and WHEREAS, the County has determined that this Agreement is for the personal or professional services and therefore exempt from competitive bidding under Chapter 262, Local Government Code. THEREFORE, in consideration of the mutual understandings and agreements set forth, the County and RVP agree as follows: Revised RVP_ 1010 -1011 Agreemenh1 I.doc Page l of 8 1.1 The RVP represents that: ARTICLE I Qualifications of the RVP (a) The RVP is a non -profit entity that is authorized and experienced in the administration and furtherance of economic development programs in all or a portion of the County; (b) The RVP has expertise and skills to attract new businesses to the County, to encourage the expansion of existing businesses in the County, or to retain existing businesses in the County, pursuant to the County's economic development guidelines and Chapters 311, 312 and Sections 381.003 and 381.004 of the Texas Local Government Code; (c) The RVP shall cooperate with and use the services of the Texas Department of Economic Development. ARTICLE II Definitions 2.1 "Economic Development Guidelines" means the County's financial criteria on file used to determine qualification for receiving Incentive Funds. 2.2 "Project Performance Standards" means individual performance terms and requirements established by agreement between the County and any Employer /Business to receive Incentive Funds. 2.3 "Program Projects" means uses of the Incentive Funds, or a portion thereof, as approved by the County, to provide incentives or assistance to Businesses /Employers which results in the public purpose of economic development, diversification, expansion, and employment being served, pursuant to the County's Economic Development Guidelines. 2.4 "Program Standards" means standards that an Employer/Business must meet in order to qualify for Incentive Funds. ARTICLE III Term 3.1 The term of this Agreement is for one (1) year, being effective as of October 1, 2010, and ending on September 30, 2011, (the "Present Term "), unless earlier terminated as provided herein. 3.2 Either party may terminate this Agreement on sixty (60) days prior written notice to the others. Revised RVP_2010 -201 J Agreementll.dac Page 2 of 8 _Volt- 4- p g � 5 3.3 Upon receipt of any termination, the County agrees to continue funding a program project that had been previously approved by the County. ARTICLE IV Administration Services 4.1 RVP agrees to provide all administrative services necessary to administer the County's Economic Development Program and program standards set forth herein. 4.2 Pursuant to the authority granted in Chapter 381 of the Texas Local Government Code, the administrative services to be provided include, but are not limited to: (a) corresponding with and negotiating with potential or existing Business /Employers for Program Projects that will develop, diversify and/or expand the Brazos County economy, develop or expand transportation or commerce in the State, and/or serve the purpose of eliminating unemployment in Brazos County. (b) establishing Project Performance Standards for each Program Project that are consistent with the Program Standards set out in the County's Economic Development Program and herein; (c) obtaining contracts between the County and Businesses /Employers for Program Projects whereby the Business /Employer agrees to meet the County's Project Performance Standards, and which provide assurances that the County's Project Performance Standards will be met; and (d) compliance with all requirements of this Contract. 4.3 The RVP shall receive the sum of Three Hundred Thousand and No /100 Dollars ($300,000.00) as compensation for the administrative services to be provided hereunder (herein the "Administration Funds "). County shall pay such sum on a monthly basis by paying the RVP one - twelfth (1/12) of the total sum referenced above. ARTICLE V Incentive Funding 5.1 County has appropriated Three Hundred Thirty Three Thousand One Hundred Fifty -Three and .32/1.00 dollars ($333,153.32) for the purpose of funding obligations previously entered into by the County under its Economic Development Program (herein the "Incentive Funds "). Of the appropriation, Two Hundred Eighteen Thousand Five Hundred dollars ($218,500.00) is designated for existing obligations and the remainder One Hundred Fourteen Thousand Six Hundred Fifty -Three and .32/1.00 dollars ($114,653.32) is added to the account to meet contingent but pending obligations. Said monies have been budgeted for the current fiscal year and are payable out of current revenues. Prior to any renewal of this agreement, RVP shall Revised R VP_2010 -2011 Agreement! 1.dac Page 3 of 8 report to the Brazos County Commissioners Court any and all monies remaining unspent or returned. 5.2 Payments of Incentive Funds shall be made as approved and directed by the County to the qualifying Business /Employer under approved Program Projects. 5.3 The County Incentive Funds provided for in this Agreement shall be used only in accordance with the County's Economic Development Guidelines and program standards. ARTICLE VI Use of Incentive Funding 6.1 The County's Program administered by the RVP hereunder consists of the use of the County's Incentive Funds to develop and diversify the Brazos County economy, to eliminate unemployment or under - employment, and to expand the local economy, pursuant to Standards and Guidelines set forth in the County Economic Development Guidelines.. 6.2 Program Standards. The RVP shall not recommend to the County that an applicant Business /Employer receive Incentive Funds unless the applicant Business/Employer meets or exceeds the following standards: (a) is authorized to do business in the State of Texas; (b) is current and in good standing on all state, local and federal taxes, assessments and/or fees; (c) is not in bankruptcy; (d) is an Equal Employment Opportunity Employer with policies in place and practiced which prohibit discrimination in employment based on race, sex, age, national origin, creed, religion, or disability (unless based on bona fide occupational reason or a reason exempted or approved by the Americans With Disabilities Act and the regulations promulgated thereunder); (e) (0 agrees by written contact directly with the County to meet performance criteria established by the County in accordance with the County's Program Standards (hereinafter "Project Performance Standards ") as to the establishment, expansion, or improvement of business operations in Brazos County, Texas and /or the employment of residents of the County. complies with the current County Economic Development Guidelines for financial assistance, including the grant to the County of the right to review and verify the applicant Business/Employer's financial statements prior to the grant of any incentive and to review the financial condition of the project during the term of any incentive, including the right to send representatives from the County Appraisal District to inspect any facilities of the applicant Business /Employer to verify the accuracy of information provided for the economic incentive. Revised RVP 2010 -2011 Agreementll.doc Page 4 of 3 -------- -N }, -- 14 p�. (g) Provisions to this effect shall be incorporated in every agreement between the applicant Business/Employer and the County; if the proposed Program Project does not meet the specific job retention/creation requirements set forth in (f) above, other positive effects on the local economy of the proposed Program Project may be taken into consideration and approved by the County, as recommended by RVP, in determining whether to pursue funding of a Program Project. These include: (i) the impact of the Program Project on economically disadvantaged individuals. An Economically Disadvantaged Individual is an individual who: (1) (3) (5) (7) (8) was unemployed for at least three months before obtaining employment with the qualified business; (2) receives public assistance benefits, including welfare payments or food stamps, based on need and intended to alleviate poverty; is an Economically Disadvantaged Individual, as defined by Section 4(8), Job Training Partnership Act (29 U.S.C. Section 1503(8)); (4) is an individual with handicaps, as defined by 29 U.S.C. Section 706(8); is an inmate, as defined by Section 498.001 of the Government Code; (6) is entering the workplace after being confined in a facility operated by the institutional division of the Texas Department of Criminal Justice or under contract with the Texas Department of Criminal Justice; has been released by the Texas Youth Commission and is on parole, if state law provides for such a person to be on parole; or meets the current low income or moderate income limits developed under Section 8, United States Housing Act of 1937 (42 U.S.C. Section 14376, et seq.). (ii) the need for the product /service provided by the Business /Employer in the local area; (iii) the estimated multiplier effect on the local economy of the Program Project either due to the level of wages paid or the injection of outside Revised RV!_2010 -20 // Agreementl f.doc Page 5 of 8 funds into the local economy (i.e., tourism, capital expenditures, purchasing or materials from local businesses, etc.); and (iv) the creation of part -time positions, and/or (v) capital expenditures which have a material and direct positive impact upon the local economy by providing the following benefits: 1. increases in the local tax base; 2. creation of ancillary jobs and/or jobs for Economically Disadvantaged Individuals; 3. attraction of other businesses; 4. commercial development of new and existing areas; 5. defining, enhancing and /or redefining job skill level of locally available work force. If such considerations indicate that the benefit to the local economy meets or exceeds that which would be gained by the Business /Employer employing and /or retaining the number of employees required for the level of funding under subsection (e) above, the RVP may consider such business as qualifying and therefore recommend such Business /Employer to the County upon the approval of the Board of Directors by a 75% or more favorable vote (9 of 12). (h) All contracts for Program Projects must be in a form approved by the County and County's legal counsel. The contract must include, but is not limited to, provisions: (i) containing the Program Project Performance Standards applicable to the Business /Employer, and the Business /Employer's agreement to comply therewith in a set time - frame, (ii) requiring periodic documentation of the Business/Employer's compliance with the Project Performance Standards, and giving the RVP and the County the right to inspect its operations and books to confirm the Business /Employer's compliance with the Program Project Performance Standards; (iii) requiring the repayment, with legally permitted interest as set forth in the contract, directly to the County within sixty (60) days of demand of the funds appropriated to the Program Project by the County if the applicant Business /Employer fails to meet the County's Project Performance Standards or otherwise is in material breach of its contract with the County, and giving the County the right to sue the applicant Business/Employer to enforce the contract between the County and the Business/Employer, and to recover all attomey's fees and costs incurred in doing so;' (iv) requiring the Business /Employer to make draw requests for the funding from the County, which requests must show in detail how the money and /or property will be The interest rate at tte time of contracting will be the salve or no higher than the rate that applies to governmental entities under the Prompt Payment Act. See https: // frnx .cpa.state.txuslfm /usas/prompay /rate /index.php Revised RVP 2010 -2011_ Agreement; l.doc Page 6 of 8 applied /used, or for what the reimbursement is sought, and which contain such documentation as is required by the County; and (v) requiring compliance with all applicable laws regarding the provision of equal employment opportunities. 7.1 The RVP shall provide within 90 days after the close of the RVP's fiscal year, an audited financial accounting or an internal audit financial report of the RVP. 8.1 Notice. Notices or correspondence under this Agreement to either party from the other may be personally delivered or sent by First Class Mail, or other reliable courier. Notice to the County shall be sent to: Notice to the RVP shall be sent to: ARTICLE VII Accounting ARTICLE VIII Miscellaneous Terms Randy Sims, County Judge Brazos County Courthouse 200 So. Texas Ave., Suite 332 Bryan, Texas 77803 Todd McDaniel, President and CEO Research Valley Partnership, Inc. 1500 Research Parkway, Suite 270 College Station, Texas 77845 8.2 Severability. No partial invalidity of this Agreement shall affect the remainder unless the public purpose to be served hereby is so greatly diminished thereby as to frustrate the object of this Agreement. 8.3 Amendment. During the term of this Agreement, if certain areas need further clarification or revision, the parties will work in good faith to arrive at written memorandums or understandings regarding those areas. Any amendment of this Agreement must be in writing, and executed by a duly authorized representative of each party. 8.4 Assignment. This Agreement cannot be assigned or performed by subcontractors except with the written consent of both parties. 8.5 Not Joint Venture: Independent Contractor. The parties agree that this is not a joint venture, partnership or employee- employer relationship and that neither party shall have the authority to bind or incur liability to the other without the other's prior written permission. Revised RVP_2010 -20/1 Agreement, l.doc Page 7 of Vol. 14 t Pg. Furthermore, the RVP shall be considered an independent contractor agent for the sole and limited purpose only of administering the County's economic development guidelines and program project standards pursuant to the grants of authority given the County under Chapter 311, 312 and 381 of the Texas Local Government Code. 8.6 Applicability of Texas Law. The laws of the State of Texas shall govern this Agreement, except where clearly superseded by federal law. 8.7 Venue. The place of performance of this Contract is Brazos County, Texas, and all consideration payable hereunder and things to be done pursuant hereto shall be deemed to be payable and performable in Brazos County, Texas. Venue of any dispute arising out of this Agreement or performance hereunder shall be fixed for all purposes in Brazos County, Texas. 8.8 Entire Agreement and Binding Authority. This Contract supersedes and constitutes a merger of all prior oral and/or written agreements and understandings of the parties on the subject matter of this Contract and is binding on the parties and their successors, agents and assigns. 8.9 Waiver. No waiver by either party of any provision of this Contract shall be effective unless in writing, and such waiver shall not be construed as or implied to be a subsequent waiver of that provision or any other provision. The signatories hereto have the authority and have been given any approvals necessary to bind by this Contract the respective parties for which they sign. BRAZOS COUNTY, TEXAS RESEARCH VALLEY PARTNERSHIP, INC., a Texas non - profit corporation By: Attest: By: Revised R VP_2010 -20/1 Agreement) Ldoc By: .. it enta> "Iesela t ■.L 1 - p lip Steve I- Iolditch, Chairman of the Board Page 8 of 8 Class No: TBD Department: Sheriffs Office FLSA Status: Nonexempt Pay Group: 14 Approved Date: Brazos County Job Description SUMMARY Receives, transfers, and monitors incoming calls on telephone. Assists public and visitors at front desk, confirm visitation appointments. Answer questions from the public either in person or on the phone, use Jail Management Software for information needed. ESSENTIAL DUTIES AND RESPONSIBILITIES include the following. Other duties may be assigned. Receives incoming telephone calls and answer inquires from callers using the Jail Management software; Receives incoming telephone calls and transfer callers to appropriate personnel when requested, Enters visitation into computer system if needed; verify identification of all visitors; and activate a booth for visitors in video visitation; Monitors individuals in the public lobby of the Detention Center, including observing all personnel and visitors entering and leaving the Lobby and Visitation area; Arrange, through Central Control, all special visits with Attorneys, Probation Officers and Parole Officers that require face to face visits; Assists county personnel and visitors at the front desk; Assist Detention Staff upon request with jail operations including monitoring inmates, conducting searches of inmates, and transporting inmates or mental health consumers. SUPERVISORY RESPONSIBILITIES This is a non - supervisory position. QUALIFICATIONS To perform this job successfully, an individual must be able to perform each essential duty satisfactorily. The requirements listed below are representative of the knowledge, Vol. 4 Job Title: Visitation Officer - Jail Reports To: Jail Sergeant EEOC Category: Office and Clerical Prepared /Revised Date: October 26, 2010 1 Pg. 11395 APPROVED Class No. TBD (Continued) skill, and /or ability required. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. EDUCATION and/or EXPERIENCE High school graduation or its equivalent, plus at least one year of experience; or any equivalent combination of education and experience which provides the required knowledge, skills, and abilities. KNOWLEDGE OF Court documents; local, state, and federal laws relating to operation of Sheriffs office; Visitation procedures; various software needed to perform the Essential Duties; department policies and procedures; and standard office practices and procedures. SKILUABILITY TO Operate computers; perform basic mathematical calculations; interpret policies and procedures; analyze information; operate office equipment, such as copy machine and facsimile machine; communicate effectively, both orally and in writing; and maintain effective working relationships with co- workers. CERTIFICATES, LICENSES, REGISTRATIONS Jailer certification from the Texas Commission on Law Enforcement Officer Standards and Education (TCLEOSE). PHYSICAL DEMANDS The physical demands described here are representative of those that must be met by an employee to successfully perform the essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. While performing the duties of this job, the employee is regularly required to sit; use hands to finger, handle, or feel; reach with hands and arms; bend and kneel; and talk and hear. The employee frequently is required to stand and walk. The employee must frequently lift and /or move objects weighing up to 20 pounds, such as books, stacks of records, or other similar objects. Specific vision abilities required by this job include close vision, and ability to adjust focus. WORK ENVIRONMENT The work environment characteristics described here are representative of those an employee encounters while performing the essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. 2 Vol. Iy/ Vol. ___ __ __ _ I64 APPROVED Class No. TBD (Continued) The noise level in the work environment is usually moderate, but may be noisy and distracting. The employee is frequently required to work under time pressures to meet deadlines, to perform multiple tasks simultaneously; the employee is frequently placed in emergency situations. 3 APPROVED: Vol. 1 LE I P i (97 /0.2/0 R. dy Sims, County Judge date °`AIA Document G701" — 2001 Change Order PROJECT: (Name and address) CHANGE ORDER NUMBER: TWO (2) Brazos County Courthouse Renovations DATE 26 O 2010, 4 300 E. 26th Street Bryan, TX 77803 TO CONTRACTOR: (Name and address) Madison Construction, L.P. P.O. Box 3787 Bryan, TX 77805 Patterson Archi .ects ARCHITECT (Firm name) 701 South Texas Avenue B an, Texas 7780 ADDR gnature Fred A. Patterson, 7r. (Typed name) ARCHITECT'S PROJECT T. BER: 2831 CONTRACT DATE 9 March 2010 CONTRACT FOR: Phase I & II Renovations The Contract is changed as follows: (Include, where applicable, any undisputed amount attributable to previously executed Construction Change Directives) See Attachment The original (Contract Sum) (€taranteer4 M Pi ce) was The net change by previously authori4, Change Orders The (Contract Sum) (Ouasatiteed Maximum (rice) prior to this Change Order was The (Contract Sum) feearatsteed -Ma im m - Price) will be (increased) (deereasedfiutehanged) by this Change Order in the amount of " °u {y The new (Contract Sum) .(Ouaiauteed'Maxffimm Lice) including this Change Order will be The Contract Time will be{ increased) (decreased) (unchanged) by zero ( 0 ) days The date of Substantial Completion as of the date of this Change Order therefore is 21 June 2011 for Phase I and 18 January 2012 for Phase II (Note: This Change Order does not include changes in the Contract Sum, Contract Time or Guaranteed Maximum Price which have been authorized by Construction Change Directive until the cost and time have been agreed upon by both the Owner and.Contractor, in which case a Change Order is executed to supersede the Construction Change Directive.) NOT VALID UNTIL SIGNED BY THE ARCHITECT, CONTRACTOR AND OWNER. Madison Construction, L.P. CONTRACTOR (Finn name) P.O. Box 787:4 Bryan,., `77805 BY (Signature) Mike Jones (Typed name) DATE T E 3 „ a- 6 594,021.96 4,025,642.96 Brazos County OWNER (Firm name) 200 S. Texas Avenue, Suite 352 Bry. Texaj778$3 a 1.r aD DR't ' rte' BY 1 I la DATE OWNER ❑ ARCHITECT ❑ CONTRACTOR ❑ FIELD ❑ OTHER ❑ 130 405.00 4.156 047 96 CAUTION: You should sign an original AIA Contract Document, on which this text appears in RED. An original assures that changes will not be obscured. AIA Document Mtn –2001. Copyright ®1979, 1987, 2000 and 2001 by The American institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyrtgm @aia.org. V01.....1 I Pg. I Ig.g TOTALS 20 29 26 27 24 25 22 23 20 21 10 19 t6 14 15 10 I 1 • PROJECT �'SON CHANGE CO CON51IUCSION, L.P. TOTAL CONTRACT COST FOR THE ERNATES: Bond Subtotal COnIreCIM Overhead S Profit TOTAL DIRECT COST FOR THIS CHANGE Labor Burden (43%) Elevator Cab Proleclion Madison Supervision Electrical Brace Fire Hose Cabinets Complete Demolition and Salvage HVAC and Humping DESCRIPTION OF THE WORK ;CHANGE MADISON MADISON OAILEY MA01SON ALSO ACO PERFORMED BY QTY LS L6 LS LS LS LS s 120.00 100.001 ' MAT @C E - 4.44 13 220 r5 220 E 220 69 69014.4”, A WINIIII 0 fn E 1201 E 100 MAT D pm y 150.00 1,500.00 150.00 LAS U/C as S 2,664 as 800 5 664' aaaaauauaaaaaa•aaauu ' 5 . __ . __ S 150 C f 1133 10 s A P1 0 o A m n a33 c m W 5.300.00 I 94,000.00 14,500.00 SUB U/C 04 Y � ym o< rD ? O o z 0. z p0 a au `S 113,800 5 113,800 $ S 113,800 aaaaaa aawaaaaaaa 5 5,300 3 9 4000 $ 14,500 SUB 0 s 0 9 Z O n m D S AI F O EOP U/C y O Z WI 44 5 $ <A WffiNVI4444 4940.4n va.6“9•11 EOP O I 345.00 MISC magi. S 345 W446449 19 345 5 el fa .I. 61 la 40 10 S 345 el el MSC S 130,405 S 1,674 $ S 117.029 S_____ 11,705 8 ..654 m»a COI » a u CA 64 u u u n u m u u 401 la 1$ 94,000 IS 14,500 TOTAL 1 COSTS 102210 MSN E Vol. l P 111 KLING ENGINEERING & SURVEYING Consulting Engineers • Land Surveyors 4101 S. Texas Avenue, Suite A Post Office Box 4234 Bryan, Texas 77802 Bryan, Texas 77805 Telephone 979/846 -6212 Fax 979/846 -8252 B.J. Kling, P.E., R.P.L.S. - Inactive S.M. Kling, R.P.L.S. Fred Paine, P.E., CFM Brazos County Engineer's Office. c/o: Gary Arnold, CFM 2617 Hwy 21 W Bryan, TX 77803 Re: The Brazos County Exposition Center Subdivision Detention Pond As -Built Certification Dear Mr. Arnold, Section III E of the Bryan/College Station Uniform Stormwater Design Guidelines sets for the requirement to provide "Record Drawings" certified by a licensed professional engineer and attested to by the contractor. To accomplish the certification requirements, we must conduct an as- built survey of the detention facilities and analyze the constructed facilities for storage capacity, elevation accuracy, and conformance to the approved plan. As stated in the Proposal Addendum #3 - Paved Fairground - Brazos County Purchase Order #09001363, as- builts /record drawings were a separate scope item that could be provided upon request. The following is the additional scope of the work: The cost of this work anticipates the detention facility is built in accordance with the design and plans. Should the facility not have been constructed within acceptable tolerances, additional fees may be required to reanalyze the facility, recommend corrective action, prepare as -built certification on revised conditions, or complete a second as -built survey /certification based on contractor revisions. Deliverables will consist of 2 as -built record drawings, two copies of the documentation letter, as well as PDF copies. As -Built Certification & Record Drawings: • Topographic survey to document As -built detention facility indicating constructed volume, flowlines, elevation, outlet works. As -built drawings to be signed & sealed by licensed professional engineer and contractor. Engineering analysis to be conducted to verify as-built facility will function per design. Letter of findings to be written. Vol. 1 Pg. ► 7 o October 26, 2010 Total Cost: $4,500.00 Thank you for the opportunity to submit this proposal. As always, we look forward to working with you and Brazos County. If there is any way in which we can assist you further on this project, or should you have any questions, please do not hesitate to call. The Brazos County Exposition Center Subdivision Detention Pond As -Built Certification October 26, 2010 Please indicate your acceptance of these terms by signing the following: CLIENT: B By: Title: ANA .Tvc- Date Signed: I I /Id/ vol. l 4 I p 111 Fred Paine, P.E. Principal Engineer NovusAGENDA - Home ! ` ' . € , 1/L ',' ° ATTACHMENTS: Name: Description: V 17_2 madison change request 2010 Madison Change Order.odf BRAZOS COUNTY BRYAN,TEXAS a Print DEPARTMENT: Purchasing DATE OF COURT 11/2/2010 MEETING: ITEM: Purchasing requests approval of a change order to add $13,040.50 on PC# 11000226 to Patterson Arcitects for the 10% fee of the cost for the demolition of the 4th floor of the Brazos County Courthouse. TO: Commissioners Court FROM: Wm. Charles Wendt DATE: 10/26/2010 FISCAL IMPACT: Yes BUDGETED: No DOLLAR AMOUNT: $13,040.50 BUDGET DETAIL: SOURCE OF FUNDS: NOTES /EXCEPTIONS: ACTION REQUESTED OR ALTERNATIVES: Novusolut oils Copyright 2001 -2009 APPROVED: Randy tms, County Judge date Page 1 of 1 http: //bcagenda.co.brazos .tx.us/ItemDetails /ClientA rovalSheet.aspx ?ItemID =723 10/27/2010 Vol. - 1 it I Pg. 1 BRAZOS COUNTY, TEXAS BUDGET AMENDMENT(S) FOR THE 2009 -2010 BUDGET YEAR NO. 09/10 — 54.1 thru 543 On this the 2nd day of November 2010 at a regular meeting of the Commissioners' Court, the following members were present: A. Randy Sims, County Judge, Presiding B. Lloyd Wassermann, Commissioner, Precinct 1 C. Duane Peters, Commissioner, Precinct 2 D. Kenny Mallard, Commissioner, Precinct 3 E. Irma Cawley, Commissioner, Precinct 4 F. Karen McQueen, County Clerk The following proceedings were held: THAT WHEREAS, on 2nd day of November 2010 the Court heard and approved a budget amendment for the 2009 -2010 budget year for Brazos County, Texas; and WHEREAS, 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 th 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 2nd day of November 2010. THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS. Bv: Rand Sims, County Judge Original: County Clerk's Office and Attached to the original budget Copies: County Auditor County Treasurer County Budget Officer Commissioners' Court Minutes Vol. PS. -73 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 09/10 - 54.1 11/212010 FUND 0100 0100 DIV 36500100 36500100 Brazos Center: ACCT 65050000 61880000 PROJ DR/CR CR DR ACCOUNT NAME Building Maintenance Utilities Increase 710.00 Decrease 710.00 Reallocation of funds to cover remaining FY10 Utilities expenses. Vol. 1 41 p 114 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 09/10 - 54.2 11/2/2010 FUND 3000 3000 DIV 212100 212100 ACCT 80282000 60500000 PROJ DR/CR CR DR County Clerk: HAVA General Compliance ACCOUNT NAME Electronic Voting System Office Equipment Increase 9,025.00 Decrease 9,025.00 Reallocation of funds to correctly account for purchase of mobile ballet boxes in FYI O budget. Vo l., 141 Pg . BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 09110 - 54.3 11/2/2010 FUND 0100 0100 0100 0100 0100 0100 0100 0100 0100 0100 0100 0100 0100 0100 0100 0100 0100 0100 0100 0100 DIV 10002000 10002000 12500100 12500100 16500100 16500100 20010000 20010000 22100100 22100100 22900100 22900100 24201100 24201100 24401100 24401100 30101100 30101100 30301100 30301100 ACCT 53200000 51200000 53100000 51610000 53100000 51300000 53100000 51610000 53300000 51610000 61930000 51642000 53300000 51610000 53300000 51610000 53800000 51610000 53800000 51610000 Veteran's Services: Dist. CL. - Jury Services: 272nd District Court: Court Annex: Justice of the Peace #2.1: Justice of the Peace #4: PROJ DRJCR CR DR CR DR CR DR CR DR CR DR CR DR CR DR CR DR CR DR CR DR Risk Management: Purchasing Admin: ACCOUNT NAME Retirement Salary - Dept Heads Social Security Hourly - Staff Social Security Salary - Staff Social Security Hourly- Staff Employee Health Ins. Hourly - Staff Visiting Judges -CPS Visting Bailiffs Employee Health Ins. Hourly - Staff Employee Health Ins. Hourly - Staff Worker's Compensation Hourly - Staff Worker's Compensation Hourly - Staff Increase 2.12 1.64 0.68 0.20 1,099.63 261.12 779.31 42.92 366.84 6.03 Decrease 2.12 1.64 0.68 0.20 1,099.63 261.12 779.31 42.92 366.84 6.03 Constable #1: Constable #3: p real ovate fund fiscal,yeae 2010.,; Vol. 1 P 1 le FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 31010000 53800000 CR Worker's Comp 3.31 0100 31010000 51610000 DR Hourly - Staff 3.31 0100 318500 53800000 CR Workers Comp 29.81 0100 318500 51610000 DR Hourly - Staff 29.81 0100 318600 53800000 CR Worker's Comp 0.04 0100 318600 51610000 DR Salary - Staff 0.04 0100 35500100 61740000 CR Telephone 366.75 0100 35500100 51730000 DR Cell Phone Allowance 366.75 .... ....,.... .. ...,_ ,..:.. ..:. .. ... _. ..._.. ..: .... 2200 5 1000100 53100000 CR Social Security 736.00 2200 51000100 53101000 CR Flex Benefit Admin Fee 300.00 2200 51000100 53800000 CR Worker's Comp 650.00 2200 51000100 51615000 DR Hourly - Law Enforcement 1,686.00 0100 31050000 51610000 CR Hourly - Staff 2,242.69 0100 31050000 53200000 DR Retirement 2,242.69 TYC Parole: TJPC-O-Prog Sanctns ISJPO: TJPC- X -ICBF: Emergency Management: Courthouse Security Fund: Juvenile Title IV -E: To real oeafe funds to allow for the armed salary , accrued cell plume 11owance end 0!) ear comp; ttme and fiscal' ear 2010 �° . vacation time payout for BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 09/10 - 54.4 11/2/2010 Vol. 14I Pg I 7-7 FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 3000 355600 48002000 CR BVCOG 183.58 3000 355600 67286000 DR Equipment - Other 183.58 3000 355600 48002000 CR BVCOG 7,347.42 3000 355600 67286000 DR Equipment - Other 7,347.42 BVCOG - Inter local: To adjust grant award amount to funding actually received (4183.58). And to adjust for unused grant balance that is to be rolled into FYI l budget ($7,347.42). BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 09/10 -54.5 11/2/2010 Vol 1 4 1 P - BRAZOS COUNTY, TEXAS BUDGET AMENDMENT(S) FOR THE 2010 -2011 BUDGET YEAR NO. 10/11— 4.1 thru 4.2 On this the 2nd day of November 2010 at a regular meeting of the Commissioners' Court, the following members were present: A. Randy Sims, County Judge, Presiding B. Lloyd Wassermann, Commissioner, Precinct 1 C. Duane Peters, Commissioner, Precinct 2 D. Kenny Mallard, Commissioner, Precinct 3 E. Irma Cauley, Commissioner, Precinct 4 F. Karen McQueen, County Clerk The following proceedings were held: THAT WHEREAS, on 2nd day of November 2010 the Court heard and approved a budget amendment for the 2009 -2010 budget year for Brazos County, Texas; and WHEREAS, expenditure is necessary due to the necessity to meet unusual and unforeseen conditions which could not be reasonably included in the original budget adopted 14 September 2010, the following amendment(s) to the original budget are hereby authorized, as described on the attached page(s). ADOPTED AND APPROVED this the 2nd day of November 2010. THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS. B Rand ' ims, County Judge County Clerk's Office and Original: Attached to the original budget Copies: County Auditor County Treasurer County Budget Officer Commissioners' Court Minutes Vol. 4I P n9 -17 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No.10/11 - 4.1 11/2/2010 FUND 3000 3000 DIV 355600 355600 ACCT 48002000 67286000 BVCOG - Inter Local: PROJ DR/CR CR DR ACCOUNT NAME BVCOG Equipment - Other Increase 7,347.42 7,347.42 Decrease Setup FY 11 (year 2) Grant budget for purchase of generators with funding from BVCOG. To roll unused funds from FY10 into FY11. (See FY10 amendment 454.5) vol. I 4 I PQ. I g o FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 0100 11001500 61130000 CR Contin:enc - General Fund 17,587.00 0100 91110000 DR Transfer toCa.itallin.rovements 17,587.00 4500 49028000 CR Transfer fm General Fund 17,587.00 4500 63000500 65050000 DR Buildin_ Maintenance 17,587.00 - -__ General Fund Conlin • enc & General Ca ital Im rovement Fund: Reallocation of funds to purchase two air handlers for the Juvenile Detention facility. The two units were originally budgeted and ordered in FYI0, but did not arrive until October 13, 2010 due to a flood at the factory. Prepared By: Date: wpb 10/28/2010 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 10/11 - 4.2 11/2/2010 Departmenthppro County Ju . a e Approval Vol. lit' I p (g Date 11/0 Date PERSONNEL CHANGE OF STATUS REQUESTS Commissioner Court Date: November 2, 2010 Department Submitting Information: Human Resources Purpose of Submissions: Consider and Take Action on Change Requests Department Submitting Request(s) Ag Extension Employee Request Applies To Welched, Reagan Approved in Commissioners' Court: November 2, 2010: County Judge's or Commissioner's Signature: (This Copy to be attached to minutes) Vol 1 I P I i Action Requested New Hire -it 19.