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2019-08-20 10:00AM REGULAR MEETING
BRAZOS COUNTY B RYAN, T EXAS NOTICE OF MEETING AND AGENDA 019 AUG 16 Ali: 10 1!di!-EN McQULtly �1 +5 ' CLFP,'K ep�,i�% ,� �;� :il BRAA Z �I :� 11, n� n=pi � 1• BRAZOS COUNTY COMMISSIONERS COURT THE -COMMISSIONERS -COURT OF-BRAZOS COUNTY WILL -MEET IN REGULAR SESSION ON AUGUST 20, 2019 AT 10:00 AM IN THE COMMISSIONERS COURTROOM OF THE BRAZOS COUNTY ADMINISTRATION BUILDING, 200 S. TEXAS AVE., SUITE 106, BRYAN, TX 77803 1. Invocation and Pledge of Allegiance - U.S: and Texas Flag - Judge Peters 2. Call for Citizen input and/or concerns Consider and take action on agenda items: 3-27 3. Removal of cell phone allowances for regular employees effective 08/24/19 and elected officials effective 10/01 /19. 4. Request from the Expo Complex for payment authorization to Philipp Ranch in the amount of $750.00 for cattle for the State 4H Horse Show. A Purchase Order was not obtained in advance. 5. Request from the Expo Complex for payment authorization to Lanham Mangold in the amount of $2,000.00 for cattle for the State 4-H Horse Show. A Purchase Oder was not obtained in advance. 6. Request from Risk Management for payment authorization to Wayne Kellam, in the amount of $250.00 for damage to his residential brick mail box. A Purchase Order was not obtained in advance. 7. Approval to issue a Brazos County Diners Club Credit Card to the Sheriff's Office Deputy Michael Stumpf with a limit of 1,000 for travel expenses. 8. Approval to increase Sheriff's Office employee Garrett House issued Brazos County Diners Club Card limit from $1,000.00 to $5,000.00. The increase would help employees with travel expenses. voi. (a9 r7 Pg I Q) 9. Approval of the Following Job Description: • a) Temporary Attendant, Building & Grounds 1040 hrs. (Class Code 0832) for Exposition Complex 10. Inter -local Agreement with Bryan Independent School Districtfor the Read by Third Program for FY 2019. 11. Acceptance of 2019 Byrne Jag Program Award. 12.. Approval of Memorandum of Understanding between Brazos County Detention Center and UnBound BCS, for a non-financial agreement to provide human trafficking awareness and prevention education programs and to facilitate referrals for individuals that may be victims of human trafficking. 13. Award of RFP #19-097 for Electronic Medical Records. Recommended award to CorrecTek. Kalleo to provide the hosting support for CorrecTek software. a. Correctek (EMR Software) - $36,638.00 b. Kalleo (Hosting Support) - $20,000.00 14. Approval of Contract 20-009 with Lexis Nexis for District Attorney. 15. Approval of contract _#20401-9—to pier Maintenance with Texas Document Solutions. 16. Approval of Agreement #20-029 with Smarsh for cellphone texting archiving services. 17. Approval of the FWP Holdings, LLC utility permit to install a temporary 10" Polyurethane water line within and along -the right-of-way of Old Reliance Road a distance of 3,900 feet. Project will provide water to an oil well. Site is located in Precinct 2. 18. Approval of the FWP Holdings, LLC utility permit to install a temporary 10" Polyurethane water line within and along the right-of-way of Dilly Shaw Tap Road a distance of 6,200 feet and Wilcox Lane a distance of 3,600 feet. Project will provide water to an oil well. Site is located in Precinct 2. 19. Approval of the Wickson Creek Special Utility District cost estimate of $13,600.00 for the relocation of 380 feet of 4 inch water line to accommodate the installation of bridge. #3 on Dick Elliott Road. Site is located in Precinct 2. 20. Approval of the Wickson Creek Special Utility District cost estimate of $19,400.00 for the relocation of 320 feet of 8 inch waterline and 1 meter to accommodate the installation of bridge #2 on Dick Elliott Road. Site is located in Precinct 2. 21. Expenditure Journal Entries • 080048-080054 22. Tax Refund Applications for the following: • a. CoreLogic - Overpayment $258.64 • b. CoreLogic - Overpayment $793.61 • c. Albert Rodriguez % Midway Appliance and Furniture -Overpayment $59.94 • d. Axton Tensie - Overpayment $236.19 23. Budget Amendments. Budget Amendments FY 18/19 24. Personnel Change of Status. Personnel Action Forms Vol. aa7 _ F9•. ( U J 25. Payment of Claims. 26. Convene into Executive Session pursuant to Texas Government Code 551.071 to consult with attorney about pending or contemplated litigation and/or a settlement offer. 27. Consider and possible action on Executive Session. 28. Juvenile director's report on detention population. 29. Sheriff s report on inmates. 30. Announcement of interest items and possible future agenda topics. 31. Call for Citizen input and/or concerns, 32. Adjourn. Vol. �— Pg. 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. Itis 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 factual inaccuracies, recite existing policy in response to an inquiry or to ask that a matter be listed on a future agenda. See Texas Open Meetings Act Section 551.042. INVOCATION Any invocation that may be offered before the official start of the Court meeting shall be to and for the benefit of the Court. The views or beliefs expressed by the. invocation speaker have not been previously reviewed or approved by the Court and do not necessarily represent the religious beliefs or views of the Court in part or as a whole. tdo member of the community is required to attend or participate in the invocation and such decision will have no impact on their right to actively participate in the business of the Court. The Commissioners Courtroom of the Brazos County Administration Building, 200 S. 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. nn �p.,� VOL E -AA (i pg. MINUTES AUGUST 20, 2019 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 10:00 a.m. on Tuesday, August 20, 2019 with the following members of the Court present: Duane Peters, County Judge, Presiding; Steve Aldrich, Commissioner of Precinct 1; Sammy Catalena, Commissioner of Precinct 2, Absent; Nancy Berry, 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. Invocation and Pledge of Allegiance - U.S. and Texas Flag - Judge Peters 2. Call for Citizen input and/or concerns There was no citizen's input. Consider and take action on agenda items: 3-27 3. Removal of cell phone allowances for regular employees effective 08/24/19 and elected officials effective 10/01 /19. Vol. -2217 ay� Judge Peters explained that Senate Bill 944 will go into effect on September 1, 2019 and will require all text messages regarding county business to be archived. He stated that they would do away with the cell phone allowance and provide phones from Verizon to those employees to conduct county business. Judge Peters said that if you choose to use your personal phone for county business you will be responsible for archiving the messages. Commissioner Aldrich mentioned that the county will also have priority access in emergency situations according to Verizon. Sheriff Kirk stated that FirstNet is only available through AT&T and is concerned that it is a must for public safety. Judge Peters said that both companies were contacted and Verizon is the only one that can provide the archival service that is needed. Motion: Approve, Moved by Commissioner Nancy Berry, Seconded by Commissioner Irma Cauley. Passed. 4-0. Ayes: Aldrich, Berry, Cauley, Peters. Absent: Catalena. 4. Request from the Expo Complex for payment authorization to Philipp Ranch in the amount of $750.00 for cattle for the State 4H Horse Show. A Purchase Order was not obtained in advance. Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Nancy Berry. Passed. 4-0. Ayes: Aldrich, Berry, Cauley, Peters. Absent: Catalena. 5. Request from the Expo Complex for payment authorization to Lanham Mangold in the amount of $2,000.00 for cattle for the State 4-H Horse Show. A Purchase Oder was not obtained in advance. Motion: Approve, Moved by Commissioner Nancy Berry, Seconded by Commissioner Irma Cauley. Passed. 4-0. Ayes: Aldrich, Berry, Cauley, Peters. Absent: Catalena. 6. Request from Risk Management for payment authorization to Wayne Kellam, in the amount of $250.00 for damage to his residential brick mail box. A Purchase Order was not obtained in advance. Motion: Approve, Moved by Commissioner Nancy Berry, Seconded by Commissioner Irma Cauley. Passed. 4-0. Ayes: Aldrich, Berry, Cauley, Peters. Absent: Catalena. 7. Approval to issue a Brazos County Diners Club Credit Card to the Sheriff's Office Deputy Michael Stumpf with a limit of 1,000 for travel expenses. Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Steve Aldrich. Passed. 4-0. Ayes: Aldrich, Berry, Cauley, Peters. Absent: Catalena. 8. Approval to increase Sheriff's Office employee Garrett House issued Brazos County Diners Club Card limit from $1,000.00 to $5,000.00. The increase would help employees with travel expenses. Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Steve Aldrich. Passed. 4-0. Ayes: Aldrich, Berry, Cauley, Peters. Absent: Catalena. 9. Approval of the Following Job Description: • a) Temporary Attendant, Building & Grounds 1040 hrs. (Class Code 0832) for Exposition Complex A copy of the job description is attached. Motion: Approve, Moved by Commissioner Nancy Berry Seconded by Commissioner Irma Cauley. Passed. 4-0. Ayes: Aldrich, Berry, Cauley, Peters. Absent: Catalena. 10. Inter -local Agreement with Bryan Independent School District for the Read by Third Program for FY 2019. A copy of the interlocal agreement is attached. Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Steve Aldrich. Passed. 4-0. Ayes: Aldrich, Berry, Cauley, Peters. Absent: Catalena. 11. Acceptance of 2019 Byrne Jag Program Award. A copy of the interlocal agreement is attached. Motion: Approve, Moved by Commissioner Nancy Berry, Seconded by Commissioner Irma Cauley. Passed. 4-0. Ayes: Aldrich, Berry, Cauley, Peters. Absent: Catalena. 12. Approval of Memorandum of Understanding between Brazos County Detention Center and UnBound BCS, for a non-financial agreement to provide human trafficking awareness and prevention education programs and to facilitate referrals for individuals that may be victims of human trafficking. Amanda Buenger, Executive Director of Unbound BCS spoke about the program that she founded eight (8) years ago. Mrs. Buenger stated the organization provides awareness and training on human trafficking and provides resources to those who are victims of trafficking. She said they are able to provide healing and resources as they transition out of trafficking. Commissioner Cauley asked if they collaborated with other local programs. Mrs. Buenger answered yes, they collaborate with the Sexual Assault Resource Center (SARC), Scotty's House, Child Protective Services (CPS) and the District Attorney's office. Sheriff Kirk and Juvenile Director Linda Ricketson both stated they support the program. A copy of the memorandum of understanding is attached. Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Nancy Berry. Passed. 4-0. Ayes: Aldrich, Berry, Cauley, Peters. Absent: Catalena. 13. Award of RFP #19-097 for Electronic Medical Records. Recommended award to CorrecTek. Kalleo to provide the hosting support for CorrecTek software. a. Correctek (EMR Software) - $36,638.00 b. Kalleo (Hosting Support) - $20,000.00 The Court voted unanimously to accept the recommendation of the Purchasing Agent and awarded RFP # 19-097 for Electronic Medical Records as stated above. A copy of the bid tabulation and contract is attached. Motion: Approve, Moved by Commissioner Nancy Berry, Seconded by Commissioner Irma Cauley. Passed. 4-0. Ayes: Aldrich, Berry, Cauley, Peters. Absent: Catalena. 14. Approval of Contract 20-009 with Lexis Nexis for District Attorney. A copy of the contract is attached. Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Nancy Berry. Passed. 4-0. Ayes: Aldrich, Berry, Cauley, Peters. Absent: Catalena. 15. Approval of contract # 20-019 Copier Maintenance with Texas Document Solutions. A copy of the contract is attached. Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Nancy Berry. Passed. 4-0. Ayes: Aldrich, Berry, Cauley, Peters. Absent: Catalena. 16. Approval of Agreement #20-029 with Smarsh for cellphone texting archiving services. A copy of the agreement is attached. Motion: Approve, Moved by Commissioner Nancy Berry, Seconded by Commissioner Irma Cauley. Passed. 4-0. Ayes: Aldrich, Berry, Cauley, Peters. Absent: Catalena. 17. Approval of the FW P Holdings, LLC utility permit to install a temporary 10" Polyurethane water line within and along the right-of-way of Old Reliance Road a distance of 3,900 feet. Project will provide water to an oil well. Site is located in Precinct 2. Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Vol. aq`7 P9. ISG Nancy Berry. Passed. 4-0. Ayes: Aldrich, Berry, Cauley, Peters. Absent: Catalena. 18. Approval of the FW P Holdings, LLC utility permit to install a temporary 10" Polyurethane water line within and along the right-of-way of Dilly Shaw Tap Road a distance of 6,200 feet and Wilcox Lane a distance of 3,600 feet. Project will provide water to an oil well. Site is located in Precinct 2. Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Steve Aldrich. Passed. 4-0. Ayes: Aldrich, Bevy, Cauley, Peters. Absent: Catalena. 19. Approval of the Wickson Creek Special Utility District cost estimate of $13,600.00 for the relocation of 380 feet of 4 inch water line to accommodate the installation of bridge #3 on Dick Elliott Road. Site is located in Precinct 2. Motion: Approve, Moved by Commissioner Nancy Berry, Seconded by Commissioner Irma Cauley. Passed. 4-0. Ayes: Aldrich, Berry, Cauley, Peters. Absent: Catalena. 20. Approval of the Wickson Creek Special Utility District cost estimate of $19,400.00 for the relocation of 320 feet of 8 inch waterline and 1 meter to accommodate the installation of bridge #2 on Dick Elliott Road. Site is located in Precinct 2. Motion: Approve, Moved by Commissioner Nancy Berry, Seconded by Commissioner Irma Cauley. Passed. 4-0. -Ayes: Aldrich, Berry, Cauley, Peters. Absent: Catalena. 21. Expenditure Journal Entries • 080048-080054 A copy is attached. Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Steve Aldrich. Passed. 4-0. Ayes: Aldrich, Berry, Cauley, Peters. Absent: Catalena. 22. Tax Refund Applications for the following: • a. CoreLogic -Overpayment $258.64 • b. Core Logic -Overpayment $793.61 • c. Albert Rodriguez % Midway Appliance and Furniture - Overpayment $59.94 • d. Axton Tensie - Overpayment $236.19 Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Nancy Berry. Passed. 4-0. Ayes: Aldrich, Berry, Cauley, Peters. Absent: Catalena. 23. Budget Amendments. Budget Amendments FY 18/19 vd. a..� P9.1'� v Judge Peters noted that the amount on Budget Amendment 46.7 should be changed from $9,000.00 to $4,900.00. 46.1 Reallocate funds for the District Attorney. 46.2 Reallocate funds for the Associate Judge No. 1. 46.3 Transfer funds from Contingency Fund to Risk Management. 46.4 Reallocate funds for Justice of the Peace, Precinct 2. 46.5 Transfer funds from Non -Departmental to Information Technology. 46.6 Reallocate funds for Justice of the Peace, Precinct 4. 46.7 Reallocate funds for Court Support - Civil. 46.8 Reallocate funds for Facility Services. Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Nancy Berry. Passed. 4-0. Ayes: Aldrich, Berry, Cauley, Peters. Absent: Catalena. 24. Personnel Change of Status. Personnel Action Forms A copy of the Personnel Change of Status requests is attached. Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Steve Aldrich. Passed. 4-0. Ayes: Aldrich, Berry, Cauley, Peters. Absent: Catalena. 25. Payment of Claims. Claims 8017989-8018219 Motion: Approve, Moved by Commissioner Nancy Berry, Seconded by Commissioner Steve Aldrich. Passed. 4-0. Ayes: Aldrich, Berry, Cauley, Peters. Absent: Catalena. 26. Convene into Executive Session pursuant to Texas Government Code 551.071 to consult with attorney about pending or contemplated litigation and/or a settlement offer. At this point, the County Judge announced the Court would consider items 28 through 31 then return to convene into Executive Session. Having considered the previously noted agenda items, at 10:28 a.m. the County Judge stated that the Court would convene into Executive Session to deliberate pursuant to Sections 551.071 as stated above. The following individuals were asked to stay for the meeting: _ Candy Gallego, Executive Assistant Bruce Erratt, Civil Counsel Ed Bull, Civil Counsel Aubrey Leggett, Public Information Officer va. ' � � Ffl• IG I 27. Consider and possible action on Executive Session. At 10:47 a.m. the County Judge announced the meeting open to the public. On motion by Commissioner Berry, seconded by Commissioner Aldrich, the Court voted unanimously to retain Allison Bass and authorize the County Judge to sign the retainer agreement. A copy of the agreement is attached. Motion: Approve, Moved by Commissioner Nancy Berry, Seconded by Commissioner Steve Aldrich. Passed. 4-0. Ayes: Aldrich, Berry, Cauley, Peters. Absent: Catalena. 28. Juvenile director's report on detention population. Juvenile Director Linda Ricketson reported there are 34 juveniles in the detention center, 27 are male and 7 are female, and 19 have electronic monitors. Ms. Ricketson stated 3 of the 34 juveniles are being housed by contract with Limestone and Robertson counties. 29. Sheriff's report on inmates. Sheriff Chris Kirk stated there were 672 inmates in jail, 574 inmates are male and 98 are female, 47 have electronic monitors and 19 are pending for monitors. 30. Announcement of interest items and possible future agenda topics. Commissioner Berry announced there is a Lunch and Learn meeting covering Disaster Preparedness on August 27, 2019 in the McLeod Training Room. Commissioner Cauley reported she went to review a situation on a county road and a dog urinated on her pants leg. 31. Call for Citizen input and/or concerns Information Technology Director Eric Caldwell announced the microphone issues that we had earlier in court have been fixed. 32. Adjourn. Vol. ate_ Pg. i a a The foregoing minutes of the Commissioners Court Meeting held August 20, 2019 have been examined and are approved in open Court this 10th day of � September 2019, in Bryan, Brazos County, Texas. Duane Peters Steve Aldrich County Judge Commissioner, Precinct 1 AR&A-� Sammy Catalena Commissioner, Precinct 2 Commissioner, Precinct 4 Attest: K en McQueen County Clerk Nancy Berry Commissioner, Precinct 3 Pg f` of o� B RAZO S C OUNTY -C O:N MI -S- S I ONrR -' S -eC OL- - R— -- - - - - ,201-- DAY /01 00 Name (PLEASE PRINT) 15 AN pie Organization (PLEASE PRINT) r Sw3iTi�ille�'✓J� �i41�eY�le:,i� ,9 49 Tu 0 lam. ��l BRAZOS COUNTY COMMISSIONER'S COURT Z�- DAY OF , 201 ? MOD D /PM, Name (PLEASE PRINT) Organization (PLEASE PRINT) Pci I R�--9 Pg; -of 2 CA mono 44 Brazos County Job Description Last Updated: September 2014 eCA.Crf j�ho�a fir. Template Redskn 1.2 0aM512012 Class Number. Pay Group: 832 j Title: _ _! Temporary Attendant,.Building & Gro.unds (1040 hrs.) Exposition Complex . Event Supervisor, Event Coordinator & AM. -Managers Service / Maintenance 09 _ , ; Department: 1 FLSA Status: y.Non Exempt Reports To: - Approved Date: 11'10/01/2018 EEOC Category: Position End Date• ' .1 109/30/2019 Temporary Employee `Signature: i. 7^^ -j� General SummaryY- Pe'rfoims and monitors deity operational responsibilities Including Janitorial dude's, responsibilities and maintenance of the ereios County EipQtloo Complex Including setting -up, cleaning and tearing -down events. i Essential Duties: � - �—^ Operates light to moderate equipment such as tractors with Implements, forklifts and skid s't'eer loaders; Sets up/tears down rodeo equipment, horse stalls, cattle ties, panels and pens, Sets upitears down meeting and event rooms, including stages, dance floors, tables, chairs and equipment and i assists with the soundlelectrical system setup and/or tear down; Cleans meeting and event rooms, Including sweeping, vacuuming and taking out i trash; Cleans restrooms, including using commercial chemicals to remove stainsiodors and keeps them free of litter; Strips, waxes, buffs and scrubs j floors as needed and instructed. Keeps all floors dusted, mopped, and vacuumed; Changes light bulbs and distributes supplies as necessary; Assists in painting and other maintenance projects as necessary; Raises flags daily, weather pemiIIIIHg, takes down flags before leaving unless otherwise specified; Operates a vacuum cleaner and hand cleaning materials, supplies and equipment; Cleans windows, doors, floors, water fountains, and furniture; Keeps air conditioning adjusted to use requirements; Empties and cleans waste receptacles and property disposes of trash; Assists visitors In a polite manner during events at the Exposition Complex; Keeps janitorial and storage areas clean and organized; Must be willing to work various r hours as needed including some nights, weekends, holidays, eta; Communicates with Exposition Complex administrative assistants secretery regarding janitorial supply Inventory; Assists as necessary in Inventory control Including equipment and consumables; Assists in scheduling work, ! creating assignments and/or monitoring work as necessary for part-time and/or temporary building attendants/staff. v Received:' ' Event Si pervlsor, Event Coordinator& All Managers - --- - m Given: This is a non -supervisory position. --_-:- ~'^ Required: ;+High school graduation or its equivalent; or any equivalent combination of education and experience that 1 provides the required knowledge, skills and abilities. 1 Required: At'least oneyear Certificates, Licenses, Preferred: - i a tractor and/or related equipment Is preferred. i Vol. 01� P9• �.LIO Typical: J The physical demands described here are representative of those that must be met by an employee to I successfully perform the essential functions of this job. Reasonable accommodations may be made to enable Q Individuals with disabilBies to perform the essential functions. While performing the duties of this job, the employee is regularly required to sit; use hand to finger, handle, or to 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 I I frequently lift and/or move objects weighing up to foo pounds, such as bags of mulch and rocks. Specific j vision abilities required for this job include close vision, distance vision, and the ability to adjust focus. Knowledge, Skills, A F AbJlitJes _ .. Typical: Safe operettorrof custodial and maintenance equipment, including the safe` use of comma r�cia� l cleaning chemicals. Ability to follow oral and written instructions; ability to learn the proper use of janitorial equipment and supplies; ability to make minor repairs; ability to communicate and work effectively with co-workers; ability to perform physical and strenuous work; and an ability to understand and follow Brazos County safety policies. Typical: i no wont environment onaromensucs oescrioea nere are representative of inose an emproyee encounters white performing the essential functions of this job. Reasonable accommodations may be made to enable Individuals with disabilities to perform the essential functions. The noise level in the work environment is frequently loud. The employee Is constantly required to work closely with others as a part of a team to perform multiple tasks simultaneously, and switch from one task to another. The employee is freq uenity required to work under time pressures and meet deadlines. The employee may be exposed to extrerneweather conditions. RO Duane Peters�9 County Judge Date Vol. as 7 Pg' STATE OF TEXAS § COUNTY OF BRAZOS § - INTERLOCAL AGREEMENT BETWEEN BRYAN INDEPENDENT SCHOOL DISTRICT AND BRAZOS COUNTY, TEXAS; AND THIS INTERLOCAL AGREEMENT ("Agreement") is entered into by and between the Bryan Independent School District, a political subdivision of the State of Texas ("BISD"), and Brazos County, Texas a political subdivision of the State of Texas ("County"), and is effective for- - all purposes as of October 1, 2018 ("Effective Date"). WHEREAS, the respective participating governments (the "Parties") are authorized by the Interlocal Cooperation Act, LOC. GOVT CODE ANN. §791, to enter into an agreement to administer a program for local economic development; and WHEREAS, Anson Jones School, Fannin School, Jane Long School, Milam School and Sam Rayburn school are all schools located in the BISD; and WHEREAS, those above-named schools have volunteers that participate in a program named Read by Third; and WHEREAS, the mission of the Read by Third program is to facilitate community, school and parental relationships that will result in children reading by third grade and beyond through an integrative and collaborative model engaging parents, children, school personnel and the community; and WHEREAS, BISD and the County have determined that it is in the Public interests of their citizens that Read by Third program at the named BISD schools be supported in the interest of community support and education; and WHEREAS, in accordance with the Texas Interlocal Cooperation Agreement Act, the County and BISD, agree that payments for the performance of governmental functions or services are from available current revenues. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties agree as follows: A. Term of the Agreement 1. The term of this Agreement is for a period of one (1) year, which shall commence on October 1, 2018 and end on September 30, 2019 (the "Contract Term"). At the conclusion of the Contract Term, the Agreement may be renewed upon the agreement of all Parties for an additional term of one (l) year on the same terms and conditions as provided herein. B. Obligations of Bryan Independent School District 2 The obligation of BISD is to provide the County with end of year program results of the parents and children served. E as 7 Pg.1� C. Obligations of Brazos County 3. County shall make direct payments of the annual contribution, as set forth in Paragraph D, to BISD within thirty (30) days of the Effective Date of this Agreement. D. Total Annual Contribution for Current Fiscal Year 4. The County shall fund BISD in the amount of 53,000.00 for the Contract Term of this Agreement. E. Miscellaneous 5. Annual Approval. The obligations of BISD and the County under this Agreement are subject to annual approval by the governing bodies of each entity. 6 Term. This Agreement shall continue in force for one (1) year from the Effective Date. 7. Audit. No more frequently than once per calendar year, County shall have the right to inspect through its auditor, at BISD's sole expense, the records of the Read by Third program as facilitated by BISD on reasonable advance written notice and during BISD's regular business hours. Such records shall be maintained for a period of at least one (1) year from the date of creation of such record. & Severability. In the event that any provisions or portion of this Agreement is held to be unenforceable or invalid, the validity and enforceability of the remaining provisions or portions shall not be affected. 9 Texas law to annly. This Agreement shall be construed under and in accordance with the laws of the State of Texas and the obligations of the parties created hereunder are performable by the parties in the BISD of Bryan, Texas. Venue for any litigation arisingunder this Agreement shall be in a court of appropriate jurisdiction in Brazos County, Texas. 10. Sole A egr ement. This Agreement constitutes the sole and only Agreement of the Parties hereto respecting the subject matter covered by this Agreement, and supersedes any prior understandings or written or oral agreements between the parties. 11. Amendments. No amendment, modification or alteration of the terms hereof shall be binding unless the same shall be in writing and dated subsequent to the date hereof and duly executed by the parties hereto. 12 Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by either party shall not preclude or waive its right to use any and all other legal remedies. Said rights and remedies are provided in addition to any other rights the parties may have by law, statute, ordinance or otherwise. 13. Incorporation of Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. 14 Interpretation. The parties acknowledge that each has had the assistance of counsel in the review of this agreement, no one party is to be deemed the author of the agreement, and ambiguities shall not be resolved against any party. The caption headings of this Agreement are for reference only and shall not affect its interpretation. This Agreement is entered into for the exclusive benefit of the parties hereto and not for any other third parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any person or entity not a party to this Agreement any rights or remedies under this Agreement. 15. Duplicate Originals. The parties may execute this Agreement in duplicate originals, each of equal dignity. If the parties sign this Agreement on different dates, the later date shall be the effective date of this Agreement for all purposes. 16. Public Information Act. The parties acknowledge and agree that County and Bryan ISD may be subject to either Rule 12 of the Judicial Rules of Administration or to the Texas Government Code, Chapter 552, also known as the "Texas Public Information Act" (hereinafter, "PIA"). Thus, there may be occasions when requests for information are submitted to the County or Bryan ISD pursuant to Rule 12 or the PIA. Upon a request for information by a third party under Rule 12 or the PIA, it is expressly acknowledged and agreed that Bryan ISD, County, its Commissioners, County Judge, elected officials, appointed officials, department heads, and employees (hereinafter, "Governmental Requestors") may request advice, decisions and opinions of the Attorney General of the State of Texas (hereinafter, "Texas Attorney General") in regard to the application of the PIA, or any exceptions or exclusions thereto to any requested forms, documents, manuals, instructions, guidelines, software, hardware, firmware, or any part thereof, or other equipment or item; data or information furnished by Service Provider to, dr otherwise in the possession or knowledge of, the County and/or Bryan ISD. It is further acknowledged and agreed that the Governmental Request ors 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. 17. 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. I& 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 Vol. P9• On thereto. Any person or entity directly or indirectly employed by BISD 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 BISD at least thirty (30) days in advance of such termination. EXECUTED IN DUPLICATE, EACH OF WHICH SHALL HAVE THE FULL FORCE AND EFFECT OF AN ORIGINAL. Executed this'2 a of, 2019. BRYAN INDEPENDENT ATTEST SCHOOL DISTRICT bAlr C ' President of the , Secre ry Board of Trustees, Bryan Independ. School District APPROVED AS TO FORM 7. , BID orney Duane Peters, County Judge ATTEST • -. House Bill 89 & Debarment Verification Brazos County is federally mandated to adhere to the directions provided in the President's Executive Order (EO) 13224, Executive Order on Terrorist Financing — Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, effective 9/24/2001 and any subsequent changes made to it via cross-referencing respondents/vendors with the Federal General Services Administration's Excluded Parties List System (EPLS, https://www.sam.gov), which is inclusive of the United States Treasury's Office of Foreign Assets Control (OFAC) Specially Designated National (SDN) list. Respondent certifies that the responding entity and its principals are eligible to participate in this transaction and have not been subjected to suspension, debarment, or similar ineligibility determined by any federal, state or local governmental entity and that Respondent is in compliance with the State of Texas statutes and rules relating to procurement and that Respondent is not listed on. the federal govemmenrs terrorism watch list as described in Executive Order 13224. Entities ineligible. for federal procurement are listed at https://www.sam.gov. The undersigned affirms the non -debarment statement above, that they are duly authorized execute this contract. The company representative below further affirms, that the company submitting this proposal, under the provisions of Subtitle F, Title 10, Government Code Chapter 2270: 1. Does not boycott Israel currently; and 2. Will not boycott Israel during the term of the contract. Pursuant to Section 2270.001, Texas Government Code: 1. "Boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made or ordinary business purposes; and 2. "Company" means a for-profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit. Company Name: Authorized Company Representative: Address: Rol 5. aAt5 5* Date: o 1q- ZdlcT Contract M INTERLOCAL AGREEMENT BETWEEN BRAZOS COUNTY, THE CITY OF COLLEGE STATION, AND THE CITY OF BRYAN FOR THE 2019 BYRNE JUSTICE ASSISTANCE GRANT (JAG) PROGRAM AWARD This Agreement is made and entered into by and between Brazos County, Texas (hereinafter referred to as the "County"), acting through its Commissioners' Court, the City of College Station (hereinafter referred to as "College Station"), a Texas Home Rule Municipal Corporation, acting through its City Council; and the City of Bryan, Texas (hereinafter referred to as "Bryan"), a Texas Home Rule Municipal Corporation, acting through its City Council. WHEREAS, the County, College Station, and Bryan wish to submit a joint application for grant funds under the U.S. Department of Justice's 2019 Edward Byrne Memorial Justice Assistance Grant (JAG) Program; and WHEREAS, as a condition precedent to receiving a JAG award, the County, College Station, and Bryan are required to enter into an inter -local agreement designating one joint applicant to serve as the applicant/fiscaI agent for the joint funds; and WHEREAS, College Station will serve as the applicant/fiscal agent; and WHEREAS, Chapter 791 of the TEXAS GOVERNMENT CODE, also known as the INTERLOCAL 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, College Station agrees to provide the County $6,695.25 from the JAG award for the purpose of supporting local initiatives, technical assistance, training, personnel, equipment, supplies, contractual support, information technology, research and evaluation activities that will improve or enhance law enforcement programs; and WHEREAS, College Station agrees to provide Bryan $23,413.25 from the JAG award for the purpose of supporting local initiatives, technical assistance, training, personnel, equipment, supplies, contractual support, information technology, research and evaluation activities that will improve or enhance law enforcement programs; and Pvpa.P9. a03 WHEREAS, College Station shall use their $14,526.50 from the JAG award for the purpose of supporting local initiatives, technical assistance, training, personnel, equipment, supplies, contractual support, information technology, research and evaluation activities that will improve or enhance law enforcement programs; and WHEREAS, College Station, 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. College Station agrees to pay the County a total of $6,695.25 of JAG funds. 2. The County agrees to use the $6,695.25 for the purpose of supporting local initiatives, technical assistance, training, personnel, equipment, supplies, contractual support, information technology, research and evaluation activities that will improve or enhance law enforcement programs. 3. College Station agrees to pay Bryan a total of $23,413.25 of JAG funds. 4. Bryan agrees to use $23,413.25 for the purpose of supporting local initiatives, technical assistance, training, personnel, equipment, supplies, contractual support, information technology, research and evaluation activities that will improve or enhance law enforcement programs. 5. College Station agrees to retain a total of $14,526.50 of the JAG funds. 6. College Station agrees to use $14,526.50 for the purpose of supporting local initiatives, technical assistance, training, personnel, equipment, supplies, contractual support, information technology, research and evaluation activities that will improve or enhance law enforcement programs. 7. The parties to this Agreement do not intend for any third party to obtain a right by virtue of this Agreement. 8. By entering into this Agreement, the parties do not intend to create any obligations express or implied other than those set out herein; further, this Agreement shall not create any rights in any party not a signatory hereto. 9. No party shall have the right to director control the conduct of the other parties with respect to the duties and obligations of each party under the terms of this Agreement. 10. Each entity shall ensure that all applicable laws and ordinances have been satisfied. 11. 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, 2020. 12. 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. 13. 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. 14. 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 terms and conditions approximating the original intent of the parties. 15. 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 COLLEGE STATION: City Manager City of College Station P. O. Box 9960 College Station, Texas 77842 CITY OF BRYAN: City Manager City of Bryan 300 South Texas Avenue Bryan, Texas 77803 BRAZOSCOUNTY: County Judge Brazos County 300 East 291h Street, Suite 114 Bryan, Texas 77803 16. Entire Agreement. 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. 17. 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. 18. Texas Law. This Agreement has been made under and shall be governed by the Iaws of the State of Texas. 19. Place of Performance. Performance and all matters related thereto shall be in Brazos County, Texas, United States of America. 20. 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. 21. 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. 22. Agreement Read. The parties acknowledge that they have read, understand and intend to be bound by the terms and conditions of this Agreement. 23. 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. 24. 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. EXECUTED this the day of , 2019 by CITY OF BRYAN. By: CITY OF BRYAN Andrew Nelson Mayor ATTEST: APPROVED AS TO FORM: Mary Lynn Stratta City Secretary STATE OF TEXAS § COUNTY OF BRAZOS § City Attorney BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared, ANDREW NELSON, 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. 2019. Notary Public, State of Texas My Commission Expires: _ Vol. Qq_ pg. ao't EXECUTED this the day of ATTEST: Tanya D. Smith City Secretary STATE OF TEXAS § COUNTY OF BRAZOS § 2019 by CITY OF COLLEGE STATION. CITY OF COLLEGE STATION By: Karl Mooney Mayor APPROVED: - City Manager City Attorney Assistant City Attorney/ CFO ACKNOWLEDGEMENT BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared KARL MOONEY, Mayor of College Station, 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. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of A.D. 2019. Notary Public, State of Texas My Commission Expires: _ EXECUTED this the day of Q�}J.J�. 2019 by BRAZOS COUNTY. z BRAZOS L�- By:�- DUANE PETERS ATTEST: faVen McQueen County CIerk [. ILII cr M ��] �I! Y �►:I;I.� COUNTY OF BRAZOS County Judge ACKNOWLEDGEMENT BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared DUANE PETERS, 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. GIVEN UNDER MY HAND AND SEAL OF OFFICE this &LA day of LA.D. 2019. Nota Publ , $t' a of Texas My Commissi xpires: �YPbavo MARSHAANDERSON * . NOTARY PUBLIC STATE OF TOM ��OF'S£E'P� MY COMM. EXP. 02/15/2023 NOTARY i013189685.8 4 Memorandum of Understanding Between The Brazos County Detention Center & UnBound BCS Regarding Confidentiality, Victim Information Sharing & Expectations L Introduction The following non-financial Memorandum of Understanding (MOU) between the Brazos County Detention Center (BCDC) and UnBound BCS (UBCS), collectively known as the "Parties" outlines the agreement and responsibilities between each party, which will expire no later than August 3`� 2020. WHEREAS, Unbound BCS has been invited into the Brazos County Detention Center to teach curriculum on human trafficking awareness, prevention and provide referrals to individuals going through the center's Reentry Program. WHEREAS, protocol regarding the sharing of victim information needs to be established between the Parties, in order to ensure victim safety, privacy and confidentiality. U. RESPONSIBILITIES UNDER MOU UnBound BCS agrees to: a. Provide BCD with approved staff member(s) and or volunteer(s) that will not have a conflict of interest when and if entering BCDC and or providing services to inmates at BCDC. b. Provide BCDC with approved staff member(s) and or volunteer(s) that will teach curriculum on human sex trafficking awareness and prevention. c. Provide BCDC with approved staff member(s) and or volunteer(s) that will provide referrals to other agencies as needed to victims of sex trafficking. d. Ensure designated staff member(s) and or volunteer(s) maintain legal and ethical obligations to honor victims' confidentiality and privacy. e. Ensure every inmate participating, receiving services and or referrals through UBCS signs a Release of Information (ROI). if the victim refuses to sign the ROI, UBCS will determine if there is another way to accomplish the purpose service without releasing the victim's personally identifying information. f. With the consent of the victim and through an 'ROI, information about the participant provided to the Parties from another confidential source is also subject to the confidentiality protections set out in this protocol. g. While information sharing between parties may increase effectiveness of services delivered, it shall only be done with written consent of the victim, in a manner in which it will increase the victim's safety. h. Educate anyvictim or potential victim of their rights regarding confidentiality and privacy. i. Provide the victim with accurate information of the risks and consequences that may arise from the victim sharing his/her personal information and or information about the alleged abuser. j. Collect minimal demographic information such as age, gender, ethnicity, immigration status, number of children, and types of services requested by the victim. Ir- _ Ensure information collected or provided is only released with written consent of the victim. 1. If the victim is a minor, UBCS will ensure that the victim's parent, legal guarding, case. manager, and or attorney may sign providing consent on•behalf of the victim. IIPage Vol. Q Pg. IO Brazos County Detention Center agrees to: a. Provide UBCS .with designated staff member(s) that will coordinate all sessions and meetings according to BCDC's inmate program schedule and room availability. b. Conduct new volunteer/teacher orientation with any approved UBCS staff member(s) and or volunteer(s) prior to entering the facility and meeting with potential victims. c. Provide classroom space for UBCS and or partnered agency when and if available. d. Maintain open line of communication with UBCS regarding sex trafficking education sessions, prevention and any other related services at BCDC performed by UBCS staff member(s) and or volunteer(s). e. Follow BCDC's ethical and legal guidelines pertaining to releasing or sharing confidential information. L Provide UBCS with potential victim information only with written consent from the potential victim.' g. Assist designated UBCS staff member(s) and or volunteer(s) during visits when and if available to do so. h. Provide UBCS with adequate time to deliver the curriculum to the participants. Time slots and sessions will be scheduled in accordance to both parties availability. M. EXPECTIONS AND RELATIONSHIP OUTCOMES a. Neither BCDC nor UBCS will be held responsible if participants become victims of human trafficking or for any other type of emotional, mental, or physical harm endured after their release. The material presented aims to educate participants on the realities of an individual in trafficking, red flags to be avoided, risk factors and other related topics. This information will be used to educate, not guarantee the safety of participants. b. UBCS will operate in compliance with hours of operation for the Brazos County Detention Center and will be expected to come when scheduled by the Center. If either BCDC or UBCS cannot fulfill their commitment to a scheduled time either party must report to the opposite party's designated scheduling employee in a timely manner. c. UBCS will be organizationally and professionally responsible to the Center's Detention Staffs line of authority. . d. UBCS's duties will include: teaching anti -trafficking curriculum, providing available resources to participants, listening to participants concerns and answering questions. IV. CONFLICT OF E4TF.RF,ST Both UBCS and BCDC understand that there are certain professional relationships and or partnerships that could lead to actual, perceived, or apparent conflicts or' ties of interest. In the event of a perceived relationshipor partnership that may potentially influence a staff member and or volunteer's objectivity pertaining to matters or services agreed be provided as detailed in this MOU, it is the responsibility of both parties to notify each other of such in writing within five (5) days. It is the duty of both parties to ensure that no staff member and or volunteer, with a clear conflict or duality of interest, gain access to personal, general and or demographic victim information that may benefit the mentioned staff member or volunteer with duties outside of the services listed in this MOU. It is the duty of both UBCS and BCDC to educate staff members and or volunteers of this policy that maybe participating in this agreement directly or indirectly, and identify potential conflicts or dualities of interest. All such circumstances shall be disclosed in writing and both parties shall in writing decide a course of action. 2 1 P a g e V0 I. aQ Pg. 01 i V. VI. DISPUTE RESOLUTION AND TERMINATION The parties in this MOU will attempt in good faith to resolve any disputes or claims arising out of or in relation to this MOU through negotiations between individuals in each party. Any dispute that may arise must be submitted in writing within fifteen (15) days to address the dispute. In the event that any disputes relating to this MOU cannot be resolved at a reasonable time, either party may have the right to terminate the terms of the agreement in writing. This agreement may be terminated by either party by giving written thirty (3o) day notice to the other party. The terms of this agreement shall only be renewed m writing by both parties approval. This MOU will remain effective until August 3rd, 2020 unless terminated sooner and consented to in writing by both parties. If the MOU is terminated by either parry, steps shall be. taken to ensure that the termination does not affect any prior obligations, projects or activities already in progress. COMPLIANCE WrM THE PRISON RAPE ELIMINATION ACT (PREA) The Brazos County Detention Center, as an operation of the Brazos County Sheriffs Office will comply with the Prison Rape Elimination Act (PREA), The Detention Center has a Zero Tolerance Policy regarding sexual abuse and sexual harassment. The Detention Center will conduct a background investigation on all proposed employees, volunteers, or other contractors that may have contact with inmates. Background checks will be conducted at least every five (5) years for all contractors. The BCDC shall ensure that all volunteers and contractors who have contact with inmates have been trained on their responsibilities under the agency's sexual abuse and sexual harassment prevention, detection, and response policies and procedures. Any contractor or volunteer who engage§ in sexual abuse is prohibited from contact with inmates and shall be reported to law enforcement agencies and to relevant licensing bodies, unless the activity was clearly not'criminal. The facility will take appropriate remedial measures and prohibit further contact with inmates in the case of violation of sexual abuse or sexual harassment policies by the contractor. The contractor has an affirmative duty to disclose any misconduct in violation of the sexual abuse and sexual harassment policy. Material omissions regarding such misconduct, or the provision of materially false information, are grounds for termination of this agreement. VII. CONTACT INFORMATION UnBound of Bryan College Station Amanda Buenger, J.D. Executive Director 1803 Briarcrest Drive Bryan, TX 77802 Direct Line: 979-353-1201 abuengerlaw(@amail.com Brazos County Detention Center Dayana Borges Reentry Specialist 979-361-4975 dboraes brazoscoun=.2ov Sgt. Mary Preston Inmate Programs Sergeant 979-361-4979 Wreston@brazoscogntytx.gov 31Page Vol. a97 Pg. -R -1-a- 3 1 P a g e g.a1a % , f The undersigned pies bind themselves to the faithful performance of this MOU. BRAZOS COUNTY DETENTION CENTER Signature fiA //9 Date UNBOUND BCS Duane. Peters County Judge Zoo South Texas Ave. Bryan, TX 77807 F) I � Date __ Amanda Buenger, J.D. Executive Director UnBound BCS 1803 Briarcrest Dr. Bryan, TX 77802 41Page Vol. ON7 Pg. a�3 10,03 CaorrecTekDate: 07.24.2019 Exhibit 1 .t, Spark Prepared for: Brazos County, TX CORRECTEK SPARK SUBSCRIPTION AGREEMENT 600 Non -Exclusive Facility Software Subscription Fee The Non -Exclusive Facility Software Subscription Fee is a one-time charge for the software license granted pursuant to the Software Subscription Agreement. Database Configuration _ • The CorrecTek database includes a complete set of standard forms, reports, and orders as outlined in Addendum A. Each form, order and report listed in Addendum A can be modified one (1) time by CorrecTek staff, as requested by the LICENSEE, at least thirty (30) days prior to Go -live. The CorrecTek IMPLEMENTATION COORDINATOR will assist the LICENSEE to make all necessary modification requests. Additional requested modifications to the same form, order, and/or report will incur an hourly fee. • Any form, order and report not included in Addendum A can be added to the CorrecTek database for an additional charge. CorrecTek will provide an estimate based on the scope of work at the time of the request. • High priority modifications can be made immediately before, during and after the go -live period at the discretion of CorrecTek. Project Management Deliverables • Dedicated Implementation Coordinator throughout the entire Implementation • Health Services Assessment CorrecTek Environment Readiness Inspection (Not to exceed 8 hours) End -User Training— • On-site training • Training for up to 30 Users End -User Go -Live Support • On -Site Go -Live Support • Go -Live Support for up to 30 Users NOTE: Training and Go -Live hours provide on-site services to cover morning to evening shifts. 24-hour coverage is net included. Contact your sales representative to add additional resources for 24-hour coverage. Unlimited Access to the Online eLearning Ubrary Offender Management Interfaces Adult Site–One (1) Standard OMS interface as defined in Addendum C Juvenile Site –One (1) Standard OMS interface as defined in Addendum C Pharmacy Interface One (1) Standard Pharmacy interface as defined in Addendum D Lab Interface One (1) Lab Interface as defined in Addendum E Commissary Interface One (1) Commissary interface as defined in Addendum F Drug Interaction Checking • $75.00/prescriber/month will be added to the subscription fee for three prescribers per month. _ Technical Support and Upgrade Fees • 24/7 Technical Support Technical support and upgrade fees includes unlimited telephone technical support and all scheduled software upgrades which will be provided as they are developed. Travel Expenses Includes travel, transportation, lodging and meal expenses for CorrecTek resources $6,358.00 CORRECTEK COST BREAKDOWN PER YEAR 60 Month Lease Drug Interaction Travel Expenses Commissary Interface Total Costs Per Year Option Checking BASE YEAR $24,480.00/Year $1,800.00/Year $6,358.00 $4,000.00/One Time-- $36,638.00 OPTION $24,480.00/Year $1,800.00/Year $26,280.00 YEARS Vol. o1g7 pg,' a PAYMENT MILESTONE STRUCTURE 1. FIRST PAYMENT • $18,319.00 (50% of the total first year cost) • Due upon delivery of the CorrecTek Spark Standard Database to the hosted environment 2. SECOND PAYMENT • $18,319.00 (5094. of the total first year cost) • Due upon completion of on-site training and go -live • Completion is defined as the final day of Go -live support with CorrecTek Resources on-site. Total First Year - $36,638.00 3. YEAR 2 ANNUAL SUBSCRIPTION PAYMENT • $26,280.00 - 4. YEAR 3ANNUAL SUBSCRIPTION PAYMENT • $26,280.00 S. YEAR 4 ANNUAL SUBSCRIPTION PAYMENT • $26,280.00 6. YEAR 5 ANNUAL SUBSCRIPTION PAYMENT • $26,280.00 By Kentucky law, businesses operating in the State of Kentucky must charge sales tax an out-of-state computer software sales. When software products are delivered out-of-state, if the seller does not have a nexus and has also not received a valid sales tax exempt certificate from the customer, we as the seller, are required to (a) prove that the software sold was not to be used In the State of Kentucky, and (b) inform the LICENSEE of their possible obligation to pay sales tax in their state. if you are required to pay sales tax, it is your responsibility to contact your state and /or local taxing authorities to fulfill your tax obligations. (KRS 139.200, 139.310, 139.105, 139.260). *Integration Fees Include Initial CorrecTek Interface development Integration Fees do not include costs associated with work performed by other software vendors. Additional costs may be assessed by vendors and are the sole responsibility of the LICENSEE. LICENSEE INTITIAL: DATE: #90 SOFTWARE LEASE AGREEMENT This Software Subscription Agreement is entered into by and between LICENSOR CorrecTek, Inc. (CORRECTEK), a Kentucky corporation with a place of business at 1640 McCracken Blvd., Paducah, Kentucky 42001, and LICENSEE Brazos County ("LICENSEE"), with a mailing address at 200 South Texas Ave., Bryan, TX 77803. The effective date of this Agreement shall be the last date executed below ("Effective Date"). RECITALS A. CORRECTEK, Inc. is the owner of a comprehensive software system, CORRECTEK EHR, designed to replace another software system or a paper-based system of medical department management. B. LICENSEE is a law enforcement agency operating a correctional facility(s) desiring to enter into a Subscription Agreement for the non-exclusive right to utilize CORRECTEK in a Correctional Facility Medical Department setting. C. LICENSEE desires to subscribe to CORRECTEK SOFTWARE and technology as a service, in order to replace another software system or a paper-based system of medical department management. CORRECTEK is willing to grant LICENSEE such use upon the terms and conditions set forth below. D. "SOFTWARE" means the CORRECTEK ENR software developed or acquired by CORRECTEK to replace another software system or a paper-based system of medical department management. E. "AUTHORIZED USER" (User) means any employee or contractors of LICENSEE and/or designated vendors. F. "SUPPORTING RESOURCES" is defined as printed or electronic user manuals, technical guides, training resources, etc. provided by CORRECTEK to aid in the use of the SOFTWARE. G. 'TRAINING AND GO -LIVE" is defined as time when CorrecTek resources are on-site at the facility to train staff and assist staff with the initial use of the software. H. "GO -LIVE" means the moment at which the software is initially used in a production environment. I. "INTERFACE" is defined and referenced in all applicable addendums attached hereto and incorporated herein. J. "IMPLEMENTATION COORDINATOR" The CORRECTEK IMPLEMENTATION -COORDINATOR has the overall authority and responsibility for managing and executing this project K. "FACILITY PROJECT LEADER" is the member of the LICENSEE'S organization that promotes the project and is responsible for ensuring the completion of LICENSEE deliverables. AGREEMENT 1. GRANT OF RIGHTS 1.1. Subject to payment of applicable lease fees, CORRECTEK grants LICENSEE a non-exclusive and non- transferable license to use the executable code version of the SOFTWARE and accompanying SUPPORTING RESOURCES by AUTHORIZED USERS, according to the terms and conditions of this agreement. 1.2. LICENSEE agrees that LICENSEE is prohibited from performing, and will not perform any of the following actions: 1.2.1. Use the SOFTWARE except as authorized herein t 4 1.2.2. Modify or create any derivative works of any SOFTWARE or SUPPORTING RESOURCES, including the translation or localization 1.2.3. Decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for SOFTWARE (except to the extent applicable laws specifically prohibit such restriction) 1.2.4. Redistribute, encumber, sell, rent, lease, sublicense, or use the SOFTWARE in a timesharing or service bureau arrangement, or otherwise transfer rights to any SOFTWARE 1.2.5. Copy the SOFTWARE (except for an archival copy which must be stored on media other than a computer hard drive) or SUPPORTING RESOURCES (copies shall contain the notices regarding proprietary rights that were contained in the SOFTWARE originally delivered by CORRECTEK) 1.2.6. Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols, or labels in the SOFTWARE 1.2.7. Modify any header files or class libraries in any SOFTWARE 1.2.8. Create or alter source or development tables or reports relating to the database portion of the SOFTWARE 1.2.9. Access CORRECTEK database tables or other CORRECTEK data storage outside the use of the SOFTWARE unless otherwise authorized by CORRECTEK 1.2.10. Use CORRECTEK SOFTWARE on a computer system that has more workstations or computers than have been licensed from other vendors 13. Assignment of Rights. As additional consideration, LICENSEE agrees that it will transfer and assign all rights to any configuration, add-ons, modules or source code developed by CORRECTEK and entered by AUTHORIZED USERS into existing area formats of the SOFTWARE that LICENSEE creates, uses or embeds in or as part of its use of the SOFTWARE to CORRECTEK irrevocably and forever. 1.4. No Other Licenses. The licenses granted under this Agreement are specifically set forth herein, and no licenses are granted by CORRECTEK to LICENSEE by implication or estoppels. 2. INSTALLATION AND ONGOING MAINTENANCE 2.1. CORRECTEK will provide the CORRECTEK SOFTWARE and database to the appropriate LICENSEE IT personnel for implementation. it will be the sole responsibility of LICENSEE ITto install the initial database, CORRECTEK SOFTWARE and any subsequent updates. 2.2. -LICENSEE acknowledges that the following duties are NOT the responsibility of CORRECTEK: 2.2.1. Maintaining a functioning network. 2.2.2. Maintaining any servers or workstations related to the CORRECTEK SOFTWARE including but not limited to backups, Microsoft SQL Server database maintenance, system performance, or anti-virus monitoring. _ 2.2.3. Managing AUTHORIZED USER log in names and passwords. 2.2.4. Implementing, updating, or troubleshooting printers or peripheral devices including, but not limited to: document scanners, signature pads, barcode readers or fingerprint readers. 2.2.5. Any other administrative duties typical of an Information Technology organization. 2.3. LICENSEE acknowledges that LICENSEE or LICENSEE IT vendor is responsible for implementing their own change management process for new CORRECTEK SOFTWARE releases prior to installing a new build in the production environment. 2.4. User Acceptance Testing 2.4.1. Development — CorrecTek SOFTWARE is an off-the-shelf Electronic Health Record application. LICENSEE will not be involved in testing the development of the software, as this process takes place prior to purchase. 2.4.2. Configuration — LICENSEE will not be involved in testing the completed configuration of the software, unless otherwise outlined in Exhibit 1. 3. FEES AND TAXES 3.1. LICENSEE shall pay fees to CORRECTEK, Inc, according to the fee schedule set forth In Exhibit 1 attached hereto and incorporated herein by reference. 3.2. The Lease fees due hereunder are exclusive of any applicable taxes. LICENSEE shall pay all taxes, including any sales and/or use tax (and any related interest/penalty), imposed as a result of the existence or operation of this Agreement, except any income tax upon CORRECTEK by any governmental entity. Sales tax will be charged unless LICENSEE provides a valid Sales Tax Exemption Certificate. Vol o��ri pg. 5 3.3. Taxes. In addition to any other payments due under this Agreement, LICENSEE agrees to reimburse and hold CORRECTEK harmless from any sales, use, excise import or export, value added or similar tax or duty, or any other tax not based on CORRECTEK's net income, and any governmental permit and license fees, customs fees and similar fees levied upon delivery of the deliverable and/or services hereunder which CORRECTEK may incur In respect.of this Agreement. 4. PAYMENT 4.1. LICENSEE agrees to pay according to payment terms on Exhibit 1. 4.2. Payment of the quoted travel costs will be billed in arrears. 4.3. Payment of the annual lease fees is due on the first day of the month after completion of on-site Go -Live. Subsequent annual lease payments will be due on the first each month. 4.4. Payment of any other amount, including subsequent annual lease fees owed by LICENSEE to CORRECTEK pursuant to this Agreement shall be paid within thirty (30) days following invoice from CORRECTEK. In the event any overdue amount owed by LICENSEE is not paid following thirty (30) days written notice from CORRECTEK, then in addition to any other amount due, CORRECTEK may impose, and LICENSEE will pay, a late payment charge at the rate of one percent (1%) per month and prime rate per statute 2251 on any overdue amount. -Support and upgrade services will be discontinued in the event the LICENSEE is 60 days past due on any invoice. In the event of discontinuation, CORRECTEK will not perform any additional billable services for LICENSEE if account is not in good standing. 4.5. if the established training and target go -live milestone date is delayed at no fault of CORRECTEK, LICENSEE agrees to reimburse CORRECTEK for all non-refundable costs (airline tickets, lodging, car rental costs, shipping costs, etc.) Additionally, LICENSEE acknowledges that such delay impacts CORRECTEK financially and agrees to reimburse CORRECTEK for scheduled resources if CORRECTEK is unable to reschedule those resources to another comparable project. 4.6. It is a CORRECTEK policy that any payment over $4,000 be paid via ACH (electronic payment) or sent overnight using our FedEx Account Number (provided on invoices) to ensure that the payment is secure, can be tracked, and is received on time. S. TERM 5.1 Term Lease Grant. Lease grant by CORRECTEK commences upon contract execution and for the period of months selected on Exhibit 'W', and lease grant will automatically renew for additional one year periods, unless either party gives written notice of non -renewal at least 60 days before the end of the relevant term. The price during any renewal period shall be the same as the prior period. 5.2 Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (Ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 5.3 The SOFTWARE will operate on a version at the latest patch set supported by Microsoft for all levels of the SYSTEM. Should the SOFTWARE not operate on a version at the latest patch set supported by Microsoft for all levels of the SYSTEM, CORRECTEK will have 30 days from the date of written notice from LICENSEE of failure to operate to correct the failure. 5.4 The SOFTWARE will operate with an active SEP (Symantec Endpoint Protection) application running on all servers in the SYSTEM. Should the SOFTWARE not operate with an active SEP (System Endpoint Protection) application running on all servers in the SYSTEM, CORRECTEK will have 30 days from the date of written notice from LICENSEE of failure to operate to correct the failure. 6. PROPRIETARY RIGHTS 6.1. Title. LICENSEE acknowledges that the SOFTWARE and SUPPORTING RESOURCES are the valuable trade secrets of CORRECTEK. CORRECTEK shall be the sole and exclusive owner of the SOFTWARE. 6.2. Proprietary Rights Notices. LICENSEE agrees that it will not alter or otherwise obscure any proprietary rights notices appearing in the SOFTWARE or SUPPORTING RESOURCES. 7. WARRANTY 7.1. LICENSEE acknowledges that because of the complexity of computer technology, CORRECTEK cannot and does not warrant that the SOFTWARE operations will be uninterrupted and error free. CORRECTEK 7 Vol. a�9 pg. a i � warrants that for a period of Ninety (90) days after installation of the SOFTWARE, (the "Warranty Period"), the SOFTWARE will perform substantially in accordance with the SUPPORTING RESOURCES. In the event of any defect arising during the Warranty Period, or at any time during which Monthly Technical Support and Upgrade Fees are current, CORRECTEK shall address any such defects promptly following receipt of written notice from LICENSEE of such defects. 8. LIMITATION OF LIABILITY 8.1. Except as otherwise herein provided: (A) CORRECTEK shall not have any liability for incidental, consequential, indirect, special or punitive damages of any kind or for loss of revenue or loss of business arising out of or in connection with this agreement, regardless of the form of the action, whether in contract, tort (including negligence), strict software liability or otherwise, even if any representative of a party hereto has been advised of the possibility of such damages; and (B) in no event shall CORRECTEK's liability under this agreement exceed the amounts paid by LICENSEE to CORRECTEK under this Agreement. 9. DISPUTE RESOLUTION 9.1. Negotiation and Mediation. In the event of any dispute arising between the parties to this Agreement, other than a claim for non-payment of fees by CorrecTek against LICENSEE, negotiation will commence upon written notice from one party to the other. Settlement discussions and materials will be confidential and inadmissible in any subsequent proceeding without both parties' written consent. Both parties agree to allow 45 days (from the date of written notice) for negotiations in a good faith effort to resolve the dispute prior to pursuing another course of action. In the event of a claim for non-payment please refer to section 4.3. 9.2. Limitations Period. Absent fraudulent concealment, neither party may raise a claim more than three years after it arises or any shorter period provided by applicable statutes of limitations. 10. INITIALSERVICES AND IMPLEMENTATION CONSIDERATIONS 10.1. Project Management. 10.1.1. After contract execution, CORRECTEK shall assign an IMPLEMENTATION COORDINATOR to facilitate the implementation of the SOFTWARE. The CORRECTEK IMPLEMENTATION COORDINATOR will work with all resources to perform project planning. 10.1.2. After contract execution, LICENSEE will assign a FACILITY PROJECT LEADER with whom the CORRECTEK IMPLEMENTATION COORDINATOR will coordinate activities and LICENSEE deliverables. 10.1.3. Timeline. Once a CORRECTEK IMPLEMENTATION COORDINATOR and FACILITY PROJECT LEADER have been assigned LICENSEE agrees to work with CORRECTEK to establish an implementation schedule to include milestone dates. Milestone dates will be agreed upon by both LICENSEE _and CORRECTEK and confirmed via email or In writing. 10.1.4. During the initial contact between the CORRECTEK IMPLEMENTATION COORDINATOR and FACILITY PROJECT LEADER, the CORRECTEK IMPLEMENTATION COORDINATOR will provide and review a Project Management Plan which will be the guiding document throughout the implementation process. 10.1.5. During the review of the Project Management Plan, the CORRECTEK IMPLEMENTATION COORDINATOR will introduce the LICENSEE deliverables required for a successful implementation. The FACILITY PROJECT LEADER, or a designated Project Team member, is responsible for ensuring the completion of these LICENSEE deliverables. LICENSEE agrees to complete required tasks by assigned completion dates in preparation of training and go -live efforts. 10.1.5.1. Should the FACILITY PROJECT LEADER or designated project team request additional deliverables not listed in the Project Management Plan, those services will be billed at an hourly rate of $75/hour. 10.1.6. LICENSEE Deliverables. 10.1.6.1. Project Management Plan Acknowledgement —After reviewing the Project Management Plan with the CORRECTEK IMPLEMENTATION COORDINATOR, the FACILITY PROJECT LEADER will sign off, acknowledging that the plan was reviewed. 10.1.6.2. CorrecTek Environment Readiness Checklist — The CORRECTEK IMPLEMENTATION COORDINATOR will provide the FACILITY PROJECT LEADER with the CorrecTek Environment Readiness Checklist. LICENSEE IT and/or LICENSEE IT Vendor will complete each task outlined Vol. %CONI Pg. a� In the CorrecTek Environment Readiness Checklist, initial each task, and verify completion. The CorrecTek Environment Readiness Checklist must be completed prior to scheduling TRAINING AND GO -LIVE. 10.1.6.3. CorrecTek Environment Readiness Inspection- During the Health Services Assessment the CORRECTEK IMPLEMENTATION COORDINATOR will work with the FACILITY PROJECT LEADER to identify all end user devices that will be utilized. Upon completion of the CorrecTek Environment Readiness Checklist the CORRECTEK IMPLEMENTATION COORDINATOR will schedule an Environment Readiness Inspection to be completed approximately thirty (30) days prior to TRAINING AND GO -LIVE. During the Environment Readiness Inspection the LICENSEE will be responsible for providing a resource to work remotely with CORRECTEK to physically verify functionality of each end user device and network. Following the Environment Readiness Inspection, a report of all inspected items will be provided to the LICENSEE. The LICENSEE will be responsible for addressing all failed items. 10.1.6.4. Network Outage Plan— the CORRECTEK PROJECT MANAGER will explain to the CLIENT FACILITY PROEJCT LEADER, the requirements for a Network Outage Plan and the creation of E- ntail Distribution Lists. The FACILITY PROJECT LEADER will then provide this information to the CORRECTEK PROJECT MANAGER. 10.1.6.5. Health Services Assessment Questionnaire and Configuration Spreadsheet- CORRECTEK IMPLEMENTATION COORDINATOR will provide and explain to the FACILITY PROJECT LEADER, the Health Services Assessment Questionnaire and Configuration Spreadsheet. Upon receipt of this information, the designated LICENSEE Project Team member(s) will complete and return to the CORRECTEK IMPLEMENTATION COORDINATOR prior to the on-site Health Services Assessment. 10.1.6.6. Approve Health Services Assessment Summary- Using information gathered from the Health Services Assessment Questionnaire, Configuration Spreadsheet, and Assessment the CORRECTEK IMPLEMENTATION COORDINATOR will provide a Health Services Summary to the LICENSEE FACILITY PROJECT LEADER to review and give final approval that all configuration needs for the CorrecTek database were accurately captured. 10.1.6.7. AUTHORIZED USER List and Privileges — The LICENSEE will provide the CORRECTEK IMPLEMENTATION COORDINATOR with required AUTHORIZED USER information. 10.1.6.8. Scheduling Spreadsheet - If on-site training was purchased, the CORRECTEK IMPLEMENTATION COORDINATOR will provide the FACILITY PROJECTLEADER with a scheduling spreadsheet. The FACILITY PROJECT LEADER will complete the spreadsheet and ensure that all AUTHORIZED USERS are assigned to a training session. This information will then be given to the CORRECTEK IMPLEMENTATION COORDINATOR. 10.1.6.9. Go -Live Confirmation Agreement — The CORRECTEK IMPLEMENTATION COORDINATOR will work with the LICENSEE to establish a schedule for onsite go -live support. Prior to making travel arrangements for CORRECTEK resources the LICENSEE FACILITY PROJECT LEADER will review, sign, and return to the CORRECTEK IMPLEMENTATION COORDINATOR, the Go -Live Confirmation Agreement. If the established training and target go -live milestone date is delayed at no fault of CORRECTEK, LICENSEE agrees to reimburse CORRECTEK for all non- refundable costs (airline tickets, lodging, car rental costs, shipping costs, etc.) Additionally, LICENSEE acknowledges that such delay impacts CORRECTEK financially and agrees to reimburse CORRECTEK for scheduled resources If CORRECTEK Is unable to reschedule those resources to another comparable project. 10.1.6.10. Chart Preparation Acknowledgement — Chart preparation involves ensuring critical patient data Is entered into the CORRECTEK EHR database. The CORRECTEK IMPLEMENTATION COORDINATOR will provide the LICENSEE FACILITY PROJECT LEADER with an overview of the Chart Prep process. The FACILITY PROJECT LEADER will review, sign, and return the provided acknowledgement to the CORRECTEK IMPLEMENTATION COORDINATOR. 10.1.6.11. Electronic Chart Preparation - Approximately two weeks prior to the start of training, the LICENSEE's identified Chart Prep Resources will attend an online Chart Prep training session, conducted by CORRECTEK. During this training session attendees will learn how to populate Inmate charts with current critical patient data. LICENSEE Chart Prep team will complete this process for ALL active patients at the facility to ensure facility is ready for CORRECTEK go -live. 1 8 10.2. Initial Services. CORRECTEK will provide Initial services to facilitate the implementation of the SOFTWARE. 10.2.1. Configuration. 10.2.1.1. The CorrecTek database includes a complete set of standard forms, reports, and orders as outlined in Addendum A. Any form, order or report not included in Addendum A can be added to the CorrecTek database for an additional charge. CorrecTek will provide an estimate based on the scope of work following the request. CORRECTEK is not responsible for additional configuration requests that arise from insufficient, outdated or incomplete information. 10.2.1.1.1. Up to (30) days prior to TRAINING AND GO -LIVE - Each form, order and report listed in Addendum A can be modified one (1) time by CorrecTek staff, as requested by the LICENSEE, at least thirty (30) days prior to Go -live. Additional modification requests to the same form, order, and/or report, following the initial request will be billed at the CONFIGURATION SERVICES rate. All requests will be completed prior to go -live. With written change order approved by both parties. 10.2.1.1.2. The twenty-nine (29) days priorto TRAINING AND GO -LIVE "All modification requests received to any form, order, or report listed in Addendum A will be billed at the CONFIGURATION SERVICES rate and will be subject to CORRECTEK resources availability. 10.2.1.1.3. During and up to thirty (30) days after TRAINING AND GO -LIVE — All modification requests for any form, order, or report listed in Addendum A will be turned into the FACILITY PROJECT LEADER to approve. Approved modification requests will be given to CORRECTEK. Up to ten (10) configuration hours will be provided at no additional cost. Any configuration time spent beyond ten (10) hours will be billed at the CONFIGURATION SERVICES rate and subject to CORRECTEK resources availability. These hours will expire at the end of thirty (30) days. 10.2.1.1.4. 31 days after TRAINING AND GO -LIVE- Any modification requests will be billed at the CONFIGURATION SERVICES rate and will be subject to CORRECTEK resources availability. 10.2.2. Initial on-site service requirements (if purchased): 10.2.2.1.Onslte services, if purchased, will be delivered at LICENSEE facility. While onsite the CORRECTEK standard shift is eight (8) hours within a twenty-four (24) hour period that starts at the beginning of the eight (8) hour shift. In the event that a CORRECTEK employee works more than the standard eight (8) hour shift, the additional hours must be approved by the CORRECTEK IMPLEMENTATION COORDINATOR and will incur additional costs. Training and Go - Live hours presented in this quote are calculated to include morning to evening coverage at your facility. Overnight coverage is not included unless clearly defined in Exhibit 1. 10.2.2.2. Training and Go -Live services shall commence on a mutually agreed upon schedule and date. 10.2.2.3. Preapproved CORRECTEK incidental expenses for travel, meals and lodging for initial services will be billed in arrears. 10.2.2.4. LICENSEE will provide appropriate accommodations to include space to comfortably seat class attendees, -tables or desks, chairs, power outlets, and -a large surface on -which to project electronic training presentations and will ensure CORRECTEK resources are provided ample time to set-up prior to sessions. 10.2.2.5. All users (including providers) must be trained in the use of the SOFTWARE. 10.2.2.6. All attendees will arrive on time and will attend each assigned session in its entirety. Attendees are not allowed to come and go throughout any session. 10.2.2.7. Attendees are not permitted to disrupt class in any manner. 10.2.2.8. Unless previous arrangements are made, attendees are prohibited from using cell phones or other communication devices during training sessions. 10.2.2.9. Attendees are required to acknowledge through signature the material covered in the training session. 10.2.2.10. Attendees must possess basic computer skills prior to receiving SOFTWARE training. CORRECTEK is not responsible for training basic computer skills. 10.3. Interface Efforts. ; LICENSEE -will facilitate -the coordination- with outside° vendors as requested by CORRECTEK. 10A.Vendor system upgrades. No upgrades to any outside vendor systems will be allowed 30 days prior to SOFTWARE implementation or -the 30 days following the implementation. :;i . ;n '� 9 10.5. Project Implementation Change Management. A project change request is a formal proposal to modify any document, deliverable, or baseline associated with the CORRECTEK SOFTWARE EHR Implementation project. All change requests will be reviewed by the CORRECTEK IMPLEMENTATION COORDINATOR and key stakeholders. The Brazos County Commissioners Court will have final approval authority of all change requests related to the project that could impact milestones or cost. For change requests that result in a billable service, the change will be implemented upon receipt of payment. if necessary, an addendum to the contract will be executed by all involved parties, and all other related documentation will be updated. The CORRECTEK IMPLEMENTATION COORDINATOR will communicate the change to all project stakeholders. 11. ADDITIONAL SERVICES AND FEES. 11.1. Additional services requested, at anytime during the terms of this agreement, will be billed at the rate as defined in "Exhibit 1:' . 11.1.1. Configuration services will be billed at the CONFIGURATION SERVICES rate. 11.1.2. Training for any and all employees; contractors or users of CORRECTEK SOFTWARE following the Initial implementation of the SOFTWARE will be billed at the TRAINING SERVICES rate. 11.1.3. Preapproved CORRECTEK incidental expenses for travel, meals and lodging will be charged to LICENSEE in arrears. 11.1.4. Any additional services, including development services, will be billed at the DEVELOPMENT SERVICES rate. 11.2. Addition of or change to any interface with CORRECTEK will incur additional fees. 11.3. In the event that any of the following may occur, CORRECTEK shall require a 60 -day written notice. Failure to provide the required notice may "result in additional fees by CORRECTEK and Interrupted use of the CORRECTEK system. 11.3.1. Change/removal/addition of healthcare vendor. Changing healthcare vendors may require a significant amount of configuration to capture their required functionality. 11.3:2. Addition of or change to any interface with CORRECTEK 11.3.3. Change to hosting or IT vendor 11:3.4. Technology changes including but not limited to server rnigratioris, server upgrades, software upgrades, e.g., MS Windows version upgrades 11.3.5. Any instance that impacts the use of the CORRECTEK system not listed above, i.e, staffing/provider changes. 12. NETWORK CONNECTIVITY 12.1. LICENSEE acknowledges that the SOFTWARE requires a functioning network connection. Should the LICENSEE fail to provide network access, wirelessly or otherwise, the SOFTWARE cannot be utilized. 12.2. Should the LICENSEE fail to provide network access, wirelessly or otherwise, for medication administration, the disconnected MAR functionality may be utilized. LICENSEE acknowledges that an -electronic medication administration record (MAR) is included in the SOFTWARE and that optimum MAR functionality can be achieved only through a functioning network connection. 12.2.1. LICENSEE acknowledges and accepts the limitations associated with the disconnected MAR model: 12.2.1.1. No real-time access to the EHR and medical information 12.2.1.2. New medical records and actions (orders; documentation, etc.) cannot be recorded 12.2.1.3. Non -medication orders cannot be recorded 12.2.1.4. Very limited patient data is available for review using the disconnected MAR 12.2.2. LICENSEE agrees to hold CORRECTEK harmless from any liability associated from the use of the disconnected MAR model including, but not limited to, errors and inaccurate and outdated medical information. 12.23. LICENSEE acknowledges that the use of the disconnected model will require users to manually download information to portable Microsoft Windows computers prior to med pass and manually sync med pass data with the database after med pass activity. 12.3. LICENSEE acknowledges that the ability to access the SOFTWARE from a network other than the network the SOFTWARE is installed on is the responsibility of the LOCAL IT and/or IT VENDOR to setup. 12.4. LICENSEE acknowledges that maintaining a functioning network is not the responsibility of CORRECTEK. 10 13. SCOPE AND CONDITIONS OF TECHNICAL SUPPORT 13.1. Support. CORRECTEK shall make Technical Support available to LICENSEE In respect to the SOFTWARE for as long as SOFTWARE remains part of CORRECTEK's product line. LICENSEE entitlement to technical support shall be contingent upon payment of the fees set forth in Exhibit 1 attached hereto. 13.2. Technical support of the SOFTWARE: 13.2.1. Technical support is provided by CORRECTEK's specialists and is rendered during the entire period of the SOFTWARE use chosen by the LICENSEE when ordering the SOFTWARE and Maintenance. For the purposes of this clause, the beginning of the SOFTWARE use is the point of Installation on the LICENSEE's server. 13.2.2. Technical support of CORRECTEK is rendered without additional fee when performed by CORRECTEK specialists. 13.2.3. At any time, should the LICENSEE fail to install the most current software version releases within a reasonable amount of time, CORRECTEK, INC. reserves the right to discontinue software technical support of previous versions after providing a six (6) month notice of such to LICENSEE. 13.2.4. Includes software updates distributed periodically in order to eliminate detected errors, improve performance, or broaden the functionality of the SOFTWARE. 13.2.4.1. Each SOFTWARE update is cumulative and includes changes made In previously distributed SOFTWARE updates. 13.2.4.2. Patch level:SOFTWARE updates are distributed approximately monthly and result in a change to one of the last two values in the version number. For example 7.1.5.10 to 7.1.5.11 or 7.1.6.X is a patch level update to the SOFTWARE. 13.2.4.3. Version level updates to the SOFTWARE are distributed approximately annually or biennially and result:in a change to one of the first two values in the version number. For example 7.1.5.10 to 7.2.X.X or 8.X,X.X is a version level update to the SOFTWARE. 13.2.5. Technical support is available via telephone 24 hours a day, 7 days a week, 365 days a year when the CORRECTEK technical support telephone number (1.866.438.3671, option 2) is utilized. 13.2.5.1. Each inquiry or question will be addressed initially by a CORRECTEK Tier 1 Support Technician and will be assigned a case number and priority level: 13.2.5.1.1. Priority Level Red (PLR): Priority Level Red Issue means the Licensed Software is NOT OPERATIONAL. CORRECTEK shall respond by telephone to PLR issues with urgency and will make attempts to resolve PLR Issues at the time the call is received. 13.2.5.1.2. Priority Level Green (PLG): A Priority. Level Green Issue means the LICENSEE cannot utilize objects contained in the Licensed SOFTWARE. CORRECTEK shall respond by telephone to PLG issues immediately and will make attempts to resolve PLG issues at the time the call is received. PLG issues to not critically impede workflow and overall SOFTWARE functionality and often an alternate solution can be provided during the initial call. 13.2.5.1.3. Development Request: Development Requests are any requests made by -the LICENSEE for SOFTWARE enhancements or functionality changes. CORRECTEK will review Development Requests and will determine in its discretion whether and to what extent to resolve such problems. After evaluation, the LICENSEE can expect communication from a member of the CORRECTEK Technical Support Department. 13.2.5.2. The CORRECTEK Tier 1 Support Technician will attempt to resolve PLR and PLG issues during_ the initial phone call. In the event the call cannot be resolved by the CORRECTEK Tier 1 Support - Technician, the issue will be elevated to Tier 2 status. 13.2.5.2.1. If the Tier 2 Support Technician is available at the time of the call, the call will be transferred for immediate attention. 13.2.5.2:2. In the event that.a Tier 2 Support Technician is not immediately available, the case will be placed in a queue until a Tier 2 Support Technician is available. Depending on the nature of the case, the LICENSEE can expect contact from the Support Technician responsible for case resolution. 13.2.5.3. Support is also available via the "Request Technical Support" button within the CorrecTek EHR. 13.2.6. Case Escalation: - 11 13.2.6.1. If the LICENSEE needs to escalate an Issue, a case can be escalated by contacting CORRECTEK Technical Support at (866) 438-3671, option 2. At any time during a support call, the caller can request to speak to a Tier 2 Support Technician. If a Tier 2 Support Technician is available, the call will be transferred immediately. In the event that a Tier 2 Support Technician Is not Immediately available, the request will be put into the Tier 2 Support Queue to be addressed by the first available Tier 2 Support Technician. 13,2.6.2. CORRECTEK's Tier 2 Support Technician shall respond to PLR issues within 4 hours of escalation. 13.2.6.3. CORRECTEK's Tier 2 Support Technician shall respond to PLG issues within 72 hours of escalation. 13.2.7. Email and FTP Usage: 13.2.7.1. New support cases submitted via email will not be addressed. 13.23.2. In the event screen shots or electronic documents must be submitted in support case research, the CORRECTEK Technical Support Representative may ask the LICENSEE to submit the information electronically via email or through an FTP site. 13.2.8. Technical Support Is defined as services provided In an attempt to solve customer specific problems with the Licensed Software: The intent of Technical Support is to assist in troubleshooting system errors, not to provide assistance with learning the application. 13.2.9. Technical support does not include: 13.2.9.1. Troubleshooting of the servers, computers, printers or peripheral. devices including but not limited to: document scanners, signature pads, barcode readers or fingerprint readers. 13.2.9.2. Active monitoring of the environment that the CORRECTEK SOFTWARE operates in, to include but not limited to, interface folders, indexing, transaction logs and FTP communication sites. 13.2.9.3. Third party software used in support of the CorrecTek application is not the responsibility of CORRECTEK to manage or maintain, including but not limited to, Microsoft SQL, Windows Server, Anti -Virus software, etc. 13.2.9.4. Specifically, to Microsoft SQL, CORRECTEK is not responsible for backups, transaction log maintenance, rebuilding of indexes and other maintenance related items. 13.2.10: The following items are not included .In the standard Technical Support services but may be contracted as a Billable Service: 13.2.10.1. Custom development requested by the LICENSEE in regards to the SOFTWARE functionality or development of unique interfaces. 13.2.10.2. Training services to LICENSEE. 13.2.10.3. Configuration requests after the Go -Live period. 14. MISCELLANEOUS 14.1. Entire Agreement, This Agreement constitutes the entire Agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and communications, whether oral or written, between the patties relating to the subject matter hereof, and all past courses of dealing or Industry custom. The terms and conditions hereof shall prevail exclusively over any written instrument submitted by LICENSEE including any purchase order, and LICENSEE hereby disclaims anyterms therein, except for terms therein relating to product description, quantity thereof, pricing thereof, shipment and delivery. 14.2. Terms of Agreement Severable. If a court having jurisdiction should hold any provision in this Agreement illegal or unenforceable, such provision shall be modified to the extent necessary to render it enforceable without losing its intent; or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. 14.3. Headings. The headings of the sections of this Agreement are used for convenience only and shall have no substantive meaning. 14.4. Survival. The provisions of Sections 1.2, 1.3, 6.1, 6.2, 8.1, 9.1, 9.2, and 9.3 shall survive the termination of this Agreement. 14.5. Jurisdiction. This Agreement shall be governed in all respects by the laws of the State of Texas. 12 IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their duly authorized representatives, on the date first above written. CorrecTek, Inc. LICENSOula� By: Name: VW l`l�/ Title: Date: r O // B unty LI NSEE By. Name+�, 1 : Title: 0--j bk-k.N 4-1. o/ V Date: voi. � 7 �g. aa at� PROJECT CONTACT FORM ASSIGNED CORRECTEK IMPLEMENTATION COORDINATOR CONTACT INFORMATION Name: TBD Title: CorrecTek IMPLEMENTATION COORDINATOR Phone Number: (866) 438-3671 ext. Email Address: CORRECTEK ACCOUNTS RECEIVABLE CONTACT INFORMATION Name: Kim Spink Phone Number: (866) 438-3671 ext. 201 Title: Finance Administrator Email Address: kspink@correctek.com LICENSEE BILLING OR ACCOUNTS PAYABLE CONTACT INFORMATION Name: ChP Title: YTSS4'. PfIAA&0Y 13 Phone Number: -1)301 "4+1' tf Email Address: IOr0.20s coU11+L&Y.9oJ CONTACT RESPONSIBLE FOR RECEIVING ONGOING SUPPORT LOGS Name: "i Fiew-gohs Title: SY g� "PiYVIS AvI A 11 Phone Number: �' 11� T ��I ' �"%15 Email Address: (�l-1 �ey�,l oDGYSC: �OraZoScoc��X .90,► CONTACT RESPONSIBLE FOR RECEIVING UPDATE/RELEASE NOTE NOTIFICATIONS Name: 14 by 'Pie Govi5 Title: SY• Syk�m5 Pt'I' ile-t Phone Number: (Oil 6) 1 - Wl5 Email Address: 4-ts+— l"1 _ 6�-,VGI opeYS CO - -. b►�azoscou►�-y�f-x. 14 CorrecTek Standard Database Components standard is subject to change Addendum A; Page 1 of 3 U TCder,e;TeWS0 '516if Abnormal Involuntary Movement Scale Nurse Sick Call Acne Nurse Sick Call Sunburn Behavioral Health Individual Treatment Plan Nurse Sick Call Allergies Nurse Sick Call Toothache Benzodiazepine Withdrawal Scale for Corrections Nurse Sick Call Altered Blood Sugar Nurse Sick Call Unconscious Blood Sugar Readings Nurse Sick Call Amputation — Partial/Complete Nurse Sick Call Upper Respiratory Chart Prep Nurse Sick Call Seizures/Postictal State Nurse Sick Call Urinary Tract Symptoms Chest X -Ray Nurse Sick Call Asthma Nurse Sick Call Vaginal/Penile Discharge Chronic Care Clinic - Initial Visit Nurse Sick Call Athlete's Foot Nurse Sick Call Varicella Post -Exposure Prophylaxis Chronic Care Clinic F/U Nurse Slck.Call Avulsed Tooth Nurse Sick Call Vertigo CIWA Alcohol Detox Flow Sheet Nurse Sick Call Back Pain Nurse Sick Call Wound Care/Dressing Change Clinical Opiate Withdrawal Scale (COWS) Nurse Sick Call Bites Nursing Chronic Disease Flow Sheet Consent- informed (WD) Nurse Sick Call Bleeding Following Dental Extraction Medical Trip Notification (WD) Consent - Mental Health Treatment (WD) Nurse Sick Call Boil/Furuncle OB 1St Visit Consent- Tooth Removal (WD) Nurse Sick Call Bottom Bunk Assessment OB Follow -Up Visit Consult/ Outpatient Provider Visit (WD) Nurse Sick Call Burns OB Post -Partum Visit Dental Exam Nurse Sick Call Chest Pain Peak -Flow Dental Extraction Nurse Sick Call Calluses/.Corns Post -Partum Visit Dental Sick Call Nurse Sick Call Constipation Prenatal/OB Flow Sheet Discharge Plan Form (WQ) Nurse Sick Call Cough Prenatal Follow -Up Visit Ebola Screening Nurse Sick Call Sexual Assault Provider Visit EDD Confirmation Nurse Sick Call Crabs / Pediculosis Psychiatric Progress Note Nurse Sick Call Dandruff Rapid Lab Test EKG Interpretation Nurse Sick Call Dermatitis Refusal -of Treatment (WD) - ER Visit Nurse Sick Call Shortness of Breath Release of Medical Information (WD) General SOAPE - Provider Nurse Sick Call Diarrhea Restraint Flow Sheet Glasgow Coma Scale -Adult Nurse Sick Call Ear Problems Segregation Log Health Evaluation and Assessment Nurse Sick Call Eye Problems Shift Communication Health Information Transfer Summary (WD) Nurse Sick Call Joint Pain Suicide Prevention Screening Health Service Request Nurse Sick Call Fever Suicide Risk -Assessment Hospital Admission Log Nurse Sick Call Gastrointestinal Symptoms Hunger Strike FIDW Sheet Nurse Sick Call Head Trauma Tuberculosis Skin Test — Giving Initial MH Exam Nurse Sick Call Headache Tuberculosis Skin Test= Results Initial Psychiatric Evaluation Nurse Sick Call Hemorrhoids Urinalysis (Dipstick) Intake / Output Nurse Sick Call Hypertension Urine Pregnancy Result Intake Receiving and Screening Nurse Sick Call Jock Itch Urine Drug Screen Intra -system Transfer - Receiving Nurse Sick Call Joint Injury Use of Force Medical Restriction Nurse Sick Call Mental Health Complaints USM -553 Medical Summary of Federal Prisoner/Allen In Trans (WD) Medication Count and Verification Nurse Sick Call Miscellaneous Worker Medical Clearance Mental Health Rounds Form Nurse Sick Call Nose Bleed X -Ray Findings Neurological Assessment Nurse Sick Call Overdose/Poisoning Nurse Sick Call Pregnancy Nurse Sick Call Abdominal Pain Nurse Sick Call Poisonous Snake Bite Nurse Sick Call Abrasions/Superficial Lacerations Nurse Sick Call Sinus 15 Addendum A: Page 2 of 3 CHART - Medical LAB Urine Pregnancy VAC MMR CHART -'MH LAB Valproic Acid Level VAC Pneumonia DETOX BWSC.+ Vitals Non -Formulary Drug Request VAC Shingles DETOX CIWA + Vitals OBSV Hunger Strike VAC Tdap DETOX COWS + Vitals OBSV Isolation VAC Tetanus -Diphtheria DETOX Vital Signs every shift OBSV Medical Observation VAC Varicella DiAG Cardio/Respiratory Testing OBSV MH Observation Vaccination DIAG Chest X -Ray OBSV MH Observation to General Population VISIT Annual History and Physical DIAG CT Scan OBSV MH Observation to Special Needs VISIT Case Manager DIAG Diagnostics OBSV Segregation Housing VISIT Chronic Care - Follow -Up DIAG EKG Outside Provider Referral VISIT Chronic Care - Initial DIAG Mammogram PPD Plant VISIT Dental -Annual Exam DIAG M RI PPD Read VISIT Dental - Sick Call DIAG Other Radiology/Nuclear Medicine SHOT Injection VISIT Dental - Surgery DiAG Sleep Study SHOT—Anti-D Immune Globin VISIT Initial History -Physical DIAG Ultrasound SP Activity Restriction VISIT MH - Professional DIAG X -Rays SP Bedrest VISIT MH - Psychiatrist DIET Clear Liquids x•24 hrs. - SP Boat VISIT Nurse - Chronic Care DIET Diabetic SP Commissary Restriction VISIT Nurse - infectious Disease DIET Diabetic + Snack SP Ice Pack VISIT Nurse - Sick Call DIET Full Liquid x 3 clays SP Lower Bunk VISIT OB DIET Heart Healthy SP Lower Bunk/Lower Level VISIT Provider DIET Nighttime Snack SP Medical Hold DIET'Nutritional Mix/Loaf SP Rest OBSV Suicide Watch — Initial DIET Pregnancy w/HS Snack SP Pregnancy Scrubs OBSV Suicide Watch DIET Sack Lunch Special Needs/Accommodation DiET Soft x 3 days Task Blood Pressure DIET Special Diet Task Blood Sugar LAB Task Clearance LAB Carbamazepine Level Task CXR Doc LAB CBC Task Dressing Change LAB CBC / CMP t Task Gargle LAB CMP I Task Intake LAB Gabapentin Level I Task Intake/Output LAB Hepatic Function Panel Task. Neuro Checks LAB HgbA1C Task Peak Flow LAB HgbA1C and CMP Task Restraint Check LAB HgbA1C, Chem 25, Fasting Lipid Profile Task Vital Signs LAB'HIV - CBC, HIV -RNA -PCR Task Warm Water Soaks LAB HIV CDA count and Viral .Load Task Weight Check LAB HTN-Chem.25 and Fasting Lipid Profile Task Wound Care LAB Lipid Panel Task Update EDD LAB Lithium Level VAC H1N1 LAB Phenobarbital Level VAC Hepatitis A LAB Phenytoin (Dilantin) Level VAC Hepatitis AS LAB Prenatal Profile VAC Hepatitis B LAB Thyroid Panel VAC Hepatitis C LAB UA (Dipstick) - In House VAC HIB LAB Urinalysis (Routine) VAC Influenza LAB Urine Drug Screen VAC Meningococcal VO 1. � pg. aaa All CDC Patients —Today All CDC Patients by Code —Today CDC Cancer Patients - Last Month CDC Cancer Patients —Today CDC Cardiovascular Patients — Tac CDC Diabetic Patients—Today CDC GI Patients—Today CDC HIV/AIDS Patients—Today CDC Liver Patients—Today CDC Neuro Patients—Today CDC Pregnant Patients —Today CDC Renal Patients—Today CDC Respiratory Patients—Today CDC TB Patients —Today CDCThyroid Patients—Today STATS - All Open Orders STATS - BP Checks STATS - BP Readings (Past Week) STATS - BP Orders Carried Out STATS - BS'Readings (Last 30 Days) STATS - CDC Cancer Patients STATS - CDC Cardiovascular Patients STATS,- CDC Diabetic Patients STATS - CDC GI Patients. STATS - CDC HIV/AIDS Patients STATS - CDC Liver Patients STATS - CDC Neurology Patients STATS - CDC Pregnant Patients STATS - CDC Renal Patients STATS - CDC Respiratory Patients STATS - CDC TB Patients STATS -CDC Thyroid Patients STATS - Chronic Care Visits STATS - Dental Visits STATS — Diagnostics STATS - Drug Disposition (La STATS - Emergency Drug Kit STATS - ER Visits STATS —Health Assessments Coi STATS - Hospital Admissions (La! STATS - Infectious Disease Visits Addendum A. Page 3 of 3 STATS - Initial Mental Health Exams STATS - Injury - Use of Force STATS - Intake/Output (Today) STATS - Intakes Refused STATS - Intake Screenings STATS - Lipids (Past Year) STATS - Medical Requests STATS - Mental Health Visits STATS -Narcotics Log STATS - No Meds (Last 30 Days) - Patient STATS - No Treatments (Last STATS - Nurse Sick Ca II Visits STATS - Off-site Referrals. STATS - Patients Receiving Meds STATS - Peak Flow (Last 90 Days) STATS- PPD Plants (Last Month) STATS - PPD Reads (Last Month) STATS — Physicals STATS — Provider Visits STATS - Refrigerator Ten STATS — Refusals STATS - Restraint Check STATS - Segregation Log STATS - Sharps Log STATS - Suicide Prevention Screenings STATS - Suicide Risk Assessment (F/U) STATS - Suicide Risk Assessment (Initial) STATS - UA Dipstick Results (Last 24 hours) STATS - It Patients on Medication (Last Mont STATS - It Patients Refusing Medication (Last STATS- # Patients oh Medication (Last Mont STATS - # Patients Refusing Medication (Last Workflow -Active Medical Restrictions Workflow - AI I Active Orders Workflow - All Completed Tasks (Daily) Workflow -Assign Lab Results Workflow -Assign Scanned Documents Workflow—Authorized Orders for Review— Medical Records Workflow -Charts for Review Workflow - Daily Encounter Productivity Workflow— Denied/On Hold Orders for Review — Medical Provider 16 Workflow - Encounters - No Signature Workflow - Expiring Orders for Review Workflow - Expiring Prescriptions for Review Workflow — In -House Labs for Review Workflow - Intake Refusals Workflow - Intake/Output (Today) Workflow - Interface Labs for Review Workflow - Labs Due Workflow - Medical Provider Visits (T Workflow - Medication Verification Workflow - Missed / Not Taken Medications Workflow - Non -Provider Lab Review Workflow - Non -Provider Outside Record Review Workflow - Non -Provider Prescription Renewai Review Workflow — Orders Awaiting Authorization — Workflow - Orders Pending Approval Workflow - Outside Records for Review Workflow < Patients To Be Seen (Medical Provider) Workflow - Patients To Be Seen (Mental Health) Workflow - Patients To Be Seen (Dental) Workflow - Patients To Be Seen (Nurse) Workflow - Patients To Be Seen (Psychiatrist) Workflow - Pending Referrals (Outside Provider) Workflow - Prescriptions for Provider Signature Workflow - Review Shift Communication Workflow - Schedule Outside Visits Workflow - Special Diet List Workflow - Suicide Watch Workflow -Tasks Due Today Workflow - Today's Outside Visits Workflow- Unassigned Mental Health Visits Workflow - Worker Medical Clearance Status Patient Specific - BP/Pulse (Last 30 Days) Patient Specific Report - BUN/Creatinine (Last 90 Days) _ Patient Specific Report - CBC (Past Year) Patient Specific Report- HgbA1C (Past Year) Patient Specific Report - HIV Labs (Past Year) Patient Specific Report —Missed/No Meds (Last 30 Days) Addendum B INTERFACES: LICENSEE recognizes that Interface. -development is dependent upon mutual.vendor participation and that the SOFTWARE may be delivered without fully functioning interfaces. In which case, interface development, testing and Instruction will be completed after the initial "Go Live". Costs represent those of CorrecTek only. Additional costs may be assessed by vendors other than CorrecTek and are the sole responsibility of the LICENSEE Examples includes Offender Management System vendor, lab vendor, commissary vendor and pharmacy vendor.. LICENSEE understands that those fees are not addressed or accounted for in this quote. LICENSEE INTITIAL: DATE: 2a .......... 17 18 Addendum C Offender Management System Interface Overview Included in the EHR package, CorrecTek offers a standard interface between the CorrecTek EHR application and the client's Offender Management System (OMS). The Standard OMS Interface can be established utilizing one of three formats and contains a required feed of inmate demographic data from the OMS as well as additional - optional feeds. Standard OMS Interface Scope Feed Descriptions o Demographic (ADT) Import- Required ■ Imports patient information including name, id number, date of birth, gender, booking date, release date (when applicable), current location, photograph, and other demographic data. ■ Patient records will be updated or created using the data supplied by this feed. o Order Import -Optional ■ Allows the OMS to create a CorrecTek Order for a specified patient. ■ An order can be ended via this feed by sending a second message with the order end date. o Order Export - Optional ■ Allows specified types of orders created/updated in the CorrecTek EHR to be communicated to the OMS. ■ Messages are sent when an order Is created, updated, completed, and/or discontinued. ■ Example Order Types: Special Diet, Lower Level/Lower Bunk, Suicide Watch o Current Problem/Hazard Export - Optional ■ Allows specified types of current problems created/updated in the CorrecTek EHR to be communicated to the OMS. ■ Messages are sent when a problem is created, updated, and/or stopped. ■ Example Problem Types. HIV Positive, Suicide Risk Data eed,�T,ype� � S F `' -' s. ' "' ' " ""Avafable'S eafications ` . .0 Demographic (ADT) Import Required 'OMs to CorrecTek Triggered • HL7 • CorrecTek Tab Delimited File All Active Batch • CorrecTek Tab Delimited File Orders Import Optional OMS to CorrecTek Triggered _ HL7 Orders Export Optional CorrecTek To OMS Triggered • HL7 Problems Export Optional CorrecTek to OMS Triggered • HL7 • Information Transfer Details o Information will be transferred using flatfiles formatted according to the selected specification. o A separate shared folder will be required for each data feed implemented. o CorrecTek Import feeds will monitor the, specified folder and import detected files every 60 seconds. _. - 19 o CorrecTek Export feeds will export data in a real-time manor. It is the responsibility of the OMS Vendor and/or client IT to retrieve CorrecTek export files for processing. o CorrecTek can assist client IT with implementing the MIRTH interface engine to support the sending and receiving of data securely via the SFTP protocol when the OMS vendor application is not on the same network as the CorrecTek EHR application. Standard OMS Interface Format Specifications 1. HL7 Specifications Specific details regarding the expected messages types, segments, and associated fields are available for consideration. Contact your CorrecTek Sales Representative for more Information. 2. Tab Delimited File Specifications When using the CorrecTek Tab Delimited File Specifications, the OMS interface will send the data outlined in the table below. Each field will be delimited using a tab character. This specification supports multiple records per file. Each record must be based on a unique triggered event and must be separated using a new line. Impoit Fields,; ": Required :;; ?.Data Type r Notes t ' �.... M .... .... , ..,> .. , Primary ID Used to find a patient record in CorrecTek. (i.e. permanent number/ Yes . String. If one is not found using this id, a new jacket number / inmate id) patient record is created. Secondary ID No String Added to CorrecTek as an Additional (i.e. booking number) Account Number. Last Name Yes String First Name Yes String Middle Name No String Race No String Sex Yes String Date of Birth Yes Date/Time Format: MM/DD/YYYY SSN _ No - _String _ _ _ _Format: NNN-NN-NNNN _ Address No String City No String State No String Zip No String Country No String Format: MM/DD/YYYY HH:MM - Intake Date/Time Yes Date/Time. Date and time can be sent as separate fields if needed. Yes - for Format: MM/DD/YYYY HH:MM Release Date/Time released Date/Time -Date and time can be sent as separate patients fields if needed. This is the path to the patient's front photo. If the photo file Is In the same directory as the message file then only the filename is needed, i.e. 10203.JPG. Path to Photograph No String If the photo is in a sub directory, then the path relative to the message file is needed, i.e. \Photos\10203.JPG. If the photo is in a location not relative to the message file, then.a full path is 20 Vol. aq 7 Pg.aaLl needed, i.e. \\server name\OMS\photos\10203.JPG One of the following values should be sent: Move — Indicates the photo file should be removed from the specified location, placed in CorrecTek's storage location and referenced from there. Copy— Indicates the photo file should be Copy Move Leave copied from the specified file path to the Photograph No String CorrecTek storage location and referenced there. The original photo file is not modified. leave —Indicates the photo file should be left in the specified location and referenced from there. If this option is used and the photo file is modified or removed, the associated photo record will be affected in CorrecTek. Released Flag No String/Boolean O=False 1=True State Inmate? No Boolean or E6ip1fy%0/No = false Yes/No 1/Yes = True State ID No String Federal Inmate? Na Boolean or Empty/0/No = false Yes/No 1/Yes= True Federal ID No String ICE Inmate? No Boolean or Em'pty/0/No = false Yes/No 1/Yes = True ICE ID No String The value sent in this field will be applied as a "classification" for the specified patient. A list of all possible values for this Inmate Type No String field will need to be provided to CorrecTek. The interface will assign the value sent as a classification and remove any classification assigned to the patient based on the other values provided. Current Location Change Format: MM/DD/YYYY HH:MM . Date/Time Yes Date/Time Indicates the date/time the move/location change occurred. The patient's current location is required either via the single description field or a Current Location Description Yes String combination of the individual current location fields listed. Example: Main -East -6 -Alpha -S -A-2 Current Location Building No String Main Current Location Wing No String East Current Location Floor No String 6 Current Location Pod No String Alpha Current Location Cell No String 5 Current Location Room No String A Current Location Bed No String 2 Current Location Type Yes String Acceptable values: Inside Facility Vol. aq 7 Pg.aaLl 21 3. All Active Batch Specifications As part of an All Active Inmate Import Interface, CorrecTek can process a flat file containing data for multiple inmates. Based on the information received CorrecTek can: • Create New Inmate Contacts • Update Existing Inmate Contacts • Automatically Assign Patient, Inmate; Default, Active and Inactive Classifications • Create/Update Incarceration Records • Create Moves • Stop Medications on Released inmates • Revoke Future KOP Doses on Release Meds CorrecTek can be configured to process any sequence of the data fields listed below. Required fields are identified with an * symbol. • Unique/Primary Id* (i.e. Inmate Id, Jacket Number, etc.) • Last Name* • First Name* • Last Name, First Name* (Alternative to required individual name fields) • Middle • Company • Booking Number • Social Security Number • Date of Birth* • Address 1 • Address 2 • Address 3 • City • State • Zip • Sex • Death Date • Race • Aliases • Gang Affiliations • Tattoos • Current Location Description* (Current location is required either via the single description field or a combination of the individual Reids listed.) • Current Bed • Current Room • Current Cell • Current Pod • Current Floor • Current Wing • Current Building • Move Date* • Move Time* • Move Date Time* (Alternative to individual move date/time fields) • Booking Date* • Booking Time* • Booking Date Time* (Alternative to individual booking date/time fields) • Skip This Field CorrecTek can also configure the file delimiter. This allows the ability to process comma, pipe, tab or other delimited flat files. CorrecTek can process multiple sub -fields in the Aliases, Gang Affiliations and Tattoos data fields. Like the file delimiter, the sub -field delimiter can be configured to accept a variety of options. �: •r!V N7 Outside Facility Admission Discharge 3. All Active Batch Specifications As part of an All Active Inmate Import Interface, CorrecTek can process a flat file containing data for multiple inmates. Based on the information received CorrecTek can: • Create New Inmate Contacts • Update Existing Inmate Contacts • Automatically Assign Patient, Inmate; Default, Active and Inactive Classifications • Create/Update Incarceration Records • Create Moves • Stop Medications on Released inmates • Revoke Future KOP Doses on Release Meds CorrecTek can be configured to process any sequence of the data fields listed below. Required fields are identified with an * symbol. • Unique/Primary Id* (i.e. Inmate Id, Jacket Number, etc.) • Last Name* • First Name* • Last Name, First Name* (Alternative to required individual name fields) • Middle • Company • Booking Number • Social Security Number • Date of Birth* • Address 1 • Address 2 • Address 3 • City • State • Zip • Sex • Death Date • Race • Aliases • Gang Affiliations • Tattoos • Current Location Description* (Current location is required either via the single description field or a combination of the individual Reids listed.) • Current Bed • Current Room • Current Cell • Current Pod • Current Floor • Current Wing • Current Building • Move Date* • Move Time* • Move Date Time* (Alternative to individual move date/time fields) • Booking Date* • Booking Time* • Booking Date Time* (Alternative to individual booking date/time fields) • Skip This Field CorrecTek can also configure the file delimiter. This allows the ability to process comma, pipe, tab or other delimited flat files. CorrecTek can process multiple sub -fields in the Aliases, Gang Affiliations and Tattoos data fields. Like the file delimiter, the sub -field delimiter can be configured to accept a variety of options. �: •r!V N7 � jCU5tor11j Represe ;.A Custol 1'l nterface 7, er faces 1't As the{ l`eftnedll Is:.are re OMS Int Custoi afil'e�� 3L Interfi �ciffcat i 11 oval fees Cokntact your Cc N F 4 � 5 1 t kit the StandardOterfacesm tc Sr4 Ilay deffnedFandbagreed to ! ttend`the`ouerall EMR fi�r%pl w } zz ek Sal'es t r i cornmun(cated" G Y MCorrecTeC ai�d�the tation=period ;� � , r CLIENT INTITIAL: DATE: 23 Addendum D Pharmacy Interface Development Agreement This Pharmacy Interface Development Agreement is entered into by and between CorrecTek, Inc. (CORRECTEK), a Kentucky corporation with a place of business at 1640 McCracken Blvd., Paducah, Kentucky 42001, and Brazos County ("LICENSEE"), with a mailing address at 200 South Texas Ave., Bryan, TX 77803. The effective date of this Agreement shall be the last date executed below ("Effective Date"). RECITALS A. CORRECTEK, Inc. is the owner of a comprehensive software system, CORRECTEK EHR, designed to replace another software system or a paper-based system of medical department management. B, CLIENT Is a law enforcement agency operating a correctional facility entering into a Licensing Agreement for the non-exclusive right to utilize CORRECTEK in a Correctional Facility Medical Department setting. C. CLIENT requests that CORRECTEK to undertake an application software development more fully described herein (also referred to as "work" or "project." D. VENDOR is the entity with which CORRECTEK will complete development work to provide interface functionality to CLIENT. AGREEMENT 1. INTENT 1.1 CORRECTEK offers an HL7 Orders Export and an HL7 Bidirectional. Pharmacy Interface between the CORRECTEK EHR application and the client's pharmacy vendor. The interface is designed to send patient demographics including allergies, medication orders, refill requests, renewal requests, and discontinue orders to the pharmacy electronically via HL7 files, It is able to received and process return messages from the pharmacy indicating the status of the order, modifications to the order such as brand substitution, barcode values associated with the order, and the amount of medication shipped. Communication in both directions is done via HL7 messages transferred via SFTP. 1.2 CLIENT recognizes that interface development is contingent upon mutual vendor participation and that the CORRECTEK EHR may be delivered without fully functioning interfaces. In which case, interface development, testing and instruction will be completed after the initial implementation period. 2. TERMS 2.1 The project detailed within this agreement shall be governed by the existing Contract and Agreement between CLIENT and CORRECTEK- plus the terms below which -shall supersede"any conflicting terms in the Contract and Agreement. As applicable for certain customers, the term "Contract and Agreement" is defined as the Software License Agreement or Lease Agreement between the parties hereto. 2.2 CORRECTEK'S liability for damages to CLIENT for any cause whatsoever under this agreement, regardless of the form of action, is limited to the total amount of fees paid by CLIENT under this agreement. In no event will CORRECTEK be liable for any consequential, incidental, or special damages even if CORRECTEK has been advised of their possibility. 2.3 Unless otherwise specified herein, payment terms are: 100% due upon the interface delivery. Applicable taxes are not included and, if applicable, are the responsibilities of the CLIENT to fulfill tax obligations. v4i.Qq � Pg. a 3'7 24 2.4 Costs represent those of CORRECTEK only. Additional costs may be assessed by the VENDOR and are the sole responsibility of the CLIENT. 2.5 Ongoing interface maintenance will be provided by CORRECTEK, provided CLIENT is current with Technical Support and Upgrade Fee as defined In the Contract and Agreement. All maintenance services shall be provided under the terms and conditions related to maintenance in the Contract and Agreement. 2.6 Items, features, or functionality not specifically included in this agreement shall be considered outside the standard scope of work. Any future change will require a written Change Order approved by CORRECTEK, CLIENT, and VENDOR and shall be subject to additional charges, and will likely have an impact on project schedule. Change Orders shall not delay the implementation, acceptance, or payment in full of the accepted base functionality as proposed in this agreement. 3. INTERFACE SCOPE 3.1 HL7 Pharmacy Interface —Sending Component 3.1.1 Medication orders are entered into CorrecTek using the Prescription timeline entry. 3.1.1.1 The user selects from a drug file in CorrecTek called the Prescription Dictionary. 3.1.1.1.1 The CorrecTek Prescription Dictionary can be populated manually or from a tab delimited or Excel file 'list of medications, strengths, etc. provided by the client or pharmacy vendor. 3.1.1.1.2 Each prescription dictionary. entry must include an NDC number for the specified medication. The NDC number will be used by the receiving system to identify the medication being requested. 3.1.1.2 The user indicates whether the prescription is to be sent to the pharmacy as an "order" or "profile." Prescriptions sent as an "order" will be shipped. Prescriptions sent as a "profile" will not be shipped, but will be saved to the patient's record. 3.1.1.2.1 The "order" or "profile" value can be set to a default value in the Prescription Dictionary so that the user only has to change it for exceptions. 3.1.1.3 The user completes the required prescription information including directions, start date, ordering provider, etc. 3.1.2 Medication orders are transmitted to the pharmacy electronically via HL7 files. 3.1.2.1 The CorrecTek system can be configured to send medication orders to the pharmacy based on the following actions: 3.1.2.1.1 Automatically when the prescription timeline entry is saved. 3.1.2.1.2 Automatically when the prescription timeline entry is electronically signed off by an authorized user. 3.1.2.1.3 Manually when an authorized user clicks the "Send to Pharmacy" button on the prescription screen. 3.1.2.2 Medication orders include the patient demographic information including account number, name, allergies, etc. as well as the Information needed to fill the order including medication name, strength, directions, start date, duration, NDC number, unique CorrecTek id, etc. 3.1.3 A prescription can be discontinued in CorrecTek by clicking the "Discontinue" button on the prescription screen. This action will send a discontinue HL7 file to the pharmacy. 3.1.4 Refill and renewal requests can be sent to the pharmacy by clicking the "Refill" or "Renew" button on the prescription screen. 3.1.4.1 The CorrecTek reporting system can be used to identify prescriptions ready for refill or renewal. 3.1.5 All HL7 files generated by CorrecTek will be written to a shared Windows directory on the CorrecTek network for consumption by the pharmacy vendor or delivered to an SFTP site hosted by the pharmacy vendor or client. 3.1.5.1 Files delivered via SFTP will be sent at an interval acceptable by the SFTP host site. An interval of every 15 minutes is standard. 3.2 HL7 Pharmacy Interface — Receiving Component V0 I. Pg. a3i`6 25 3.2.1 CorrecTek monitors a specified shared Windows directory or SFTP site for incoming pharmacy interface files. 3.2.1.1 All HL7 files received by CorrecTek will be consumed from a shared Windows directory on the CorrecTek network or from an SFTP site hosted by the pharmacy vendor or client. 3.2.1.2 Files delivered via SFTP will be sent at an interval acceptable by the SFTP host site. An interval of every 15 minutes Is standard. 3.2.2 CorrecTek supports the following response types: 3.2.2.1 MFN — Drug File Update 3.2.2.1.1 A Drug File Update message is used to update or add a specific entry to the CorrecTek Prescription Dictionary. It is not connected to a specific patient in any way. 3.2.2.2 ORR—Order Response 3.2.2.2.1 The Order Response message is sent back to CorrecTek by the pharmacy vendor to notify CorrecTek that the order has been received and to update the pharmacy status of the prescription to the value sent by the pharmacy. 3.2.2.2.2 The Order Response message is also used to link the CorrecTek unique prescription id to the pharmacy vendor unique id. 3.2.2.3 RDE — Prescription Response 3.2.2.3.1 The Prescription Response message updates CorrecTek prescription's pharmacy status to the value provided by the pharmacy. 3.2.2.3.2 It also updates the prescription details based on modifications made by the pharmacy such as drug name, NDC, strength, form, quantity per dose,directions, etc. 3.2.2.4 RDS — Prescription Fill 3.2.2.4.1 The Prescription Fill message updates CorrecTek prescription's pharmacy status to the value provided by the pharmacy. 3.2.2.4.2 It also updates the prescription's ship date, quantity shipped, and associated barcode value. 3.2.2.5 Note: A specific pharmacy vendor may not support all response types listed. 4. PARTIES RESPONSIBILITIES 4.1 CLIENT agrees to participate in a test period requiring CLIENT to test functionality. CLIENT understands that the customer test release version may also contain other new and unrelated development items that are also in a test stage. 4.2 CORRECTEK agrees to assign an implementation coordinator to facilitate CORRECTEK'S end of the project. 4.3 CORRECTEK agrees to work with VENDOR within reasonable terms to complete the project as defined. 4.4 CORRECTEK agrees to deliver functionality to meet the specifications agreed upon in this agreement barring any unforeseen challenges that may arise from the VENDOR, VENDOR software, or other events outside the control of CORRECTEK. 4.5 CLIENT agrees to facilitate coordination with VENDOR as requested by CORRECTEK. 4.6 CLIENT agrees to have their IT representative(s) work with CORRECTEK and the VENDOR to coordinate the automated electronic exchange of HL7 data. CLIENT IT representative (s) may be required to assist with installation and/or configuration of 3rd party interface software and firewall rules to facilitate the automated delivery of HL7 data. 4.7 CLIENT agrees that no upgrades will take place to VENDOR software applications 30 days prior and 30 days after interface implementation. IN WITNESS WHEREOF, the parties hereto have caused this agreemee e uted by their duly authorized representatives, on the date first above written. d LICENSEE INTITIAL: DATE: Vol. pg. oZ3� 26 Addendum E Lab Interface Development Agreement This Lab Interface Development Agreement is entered into by and between CorrecTek, Inc. (CORRECTEK), a Kentucky corporation with a place of business at 1640 McCracken Blvd., Paducah, Kentucky 42001, and Brazos County ("LICENSEE"), with a mailing address at 200 South Texas Ave., Bryan, TX 77803. The effective date of this Agreement shall be the last date executed below ("Effective Date"). RECITALS A. CORRECTEK, Inc. is the owner of a comprehensive software system, CORRECTEK ENR, designed to replace another software system or a paper-based system of medical department management. B. CLIENT is a law enforcement agency operating a correctional facility entering into a Licensing Agreement for the non-exclusive right to utilize CORRECTEK in a Correctional Facility Medical Department setting. C. CLIENT requests that CORRECTEK to undertake an application software development more fully described herein (also referred to as "work" or "project." D. VENDOR is the entity with which CORRECTEK will complete development work to provide interface functionality to CLIENT. AGREEMENT 1. INTENT 1.1 CorrecTek offers an HL7 Results Import and an HL7 Bidirectional _Lab Interface between the CorrecTek EHR application and the client's lab vendor. The Results Import interface is designed to Import in to the EHR lab results delivered electronically by the lab vendor. The Bidirectional Interface is designed to allow an authorized CorrecTek user to place an order for one or more lab tests in the EHR, deliver the order electronically to the lab vendor, and import the associated results automatically as they are provided by the lab vendor. Both the Results Import and Bidirectional Lab Interface utilize the HL7 2.3 file format. 1.2 CLIENT recognizes that interface development is contingent upon mutual vendor participation and that the CORRECTEK EHR may be delivered without fully functioning interfaces. In which case, interface development, testing and Instruction will be completed after the Initial implementation period. 2. TERMS 2.1 The project detailed within this agreement shall be governed by the existing Contract and Agreement between CLIENT and CORRECTEK plus. the terms below which shall supersede any conflicting terms in the Contract and Agreement. As applicable for certain customers, the term "Contract and Agreement" is defined as the Software License Agreement or Lease Agreement between the parties hereto. 2.2 CORRECTEK'S liability -for damages to CLIENT for any cause whatsoever under this agreement, regardless of the form of action, is limited to the total amount of fees paid by CLIENT under this agreement. In no event will CORRECTEK be liable for any consequential, incidental, or special damages even if CORRECTEK has been advised of their possibility. 2.3 Unless otherwise specified herein, payment terms are: 100% due upon the interface delivery. Applicable taxes are not included and, if applicable, are the responsibilities of the CLIENT to fulfill tax obligations. VOL 61, pg. aao 27 2.4 Costs represent those of CORRECTEK only. Additional costs may be assessed by the VENDOR and are the sole responsibility of the CLIENT. 2.5 Ongoing Interface maintenance will be provided by CORRECTEK, provided CLIENT is current with Technical Support and Upgrade Fee as defined in the Contract and Agreement. All maintenance services shall be provided under the terms and conditions related to maintenance in the Contract and Agreement. 2.6 Items, features, or functionality not specifically included in this agreement shall be considered outside the standard scope of work. Any future change will require a written Change Order approved by CORRECTEK, CLIENT, and VENDOR and shall be -subject to additional charges, and will likely have an impact on project schedule. Change Orders shall not delay the implementation, acceptance, or payment in full of the accepted base functionality as proposed in this agreement. 3. INTERFACE SCOPE 3.1 H0 Results Import Interface 3.1.1 Monitors a specified shared Windows directory or SFTP site for incoming lab results. 3.1.1.1 The lab vendor Is responsible for delivering the lab result files to the specified folder on the CorrecTek network or for making the result files available via an SFTP site. 3.1.1.2 Lab vendors may require the installation of a client service on the CorrecTek network to retrieve the lab result files. 3.1.2 Imports discrete lab result values into CorrecTek from a lab vendor or external lab system. 3.1.2.1 Lab results are to be delivered in an HL7 2.3 compliant file. 3.1.3 Imported records are assigned to patient charts by matching account number or social security number. 3.1.3.1 The account number or social security number must be provided in PID.2 or PID.19 respectively. Patient name and/or date of birth are optional matching criteria. 3.1.3.2 If the Incoming result does not match an existing patient, it is placed in a queue in the CorrecTek application and can be placed in the proper patient's chart manually by a user. 3.1.4 Includes 1 to 2 hours of online training to review the workflow related to receiving information via the interface. 3.2 HL7 Bidirectional Interface 3.2.1 Imports lab results into CorrecTek as defined by the HL7 Results Import Interface. 3.2.2 Allows the CorrecTek user to: 3.2.2.1 Order lab tests in CorrecTek via the Requisition timeline entry. 3.2.2.1.1 The user selects from a list of lab tests provided by the lab vendor or client. 3.2.2.1.2 Lab test can be imported from a tab delimited or Excel file as part of the Implementation phase. 3.2.2.1.3 One or more lab tests may be sent in a batch on a single Requisition. 3.2.2.2 Print a paper copy of the requisition for the patient. 3.2.2.3 Transmit an electronic copy of the requisition to the lab vendor. 3.2.2.3.1 Lab requisitions will be sent automatically when a Requisition is marked complete and saved. 3.2.2.3.2 Lab requisitions are sent to the lab vendor using HL7 2.3. 3.2.2.3.3 CorrecTek will generate the HL7 file and save it to a specified Windows directory or upload it to the specified SFTP site. 3.2.2.3.4 Lab vendors may require the installation of a client service on the CorrecTek network to transmit the lab order files. 3.2.2.4 Includes online training to review the workflow related to sending and receiving information via the interface. Vol. aq`1 Pg. aU I 2s 4. PARTIES RESPONSIBILITIES 4.1 CLIENT agrees to participate in a test period requiring CLIENT to test functionality. CLIENT understands that the customer test release version may also contain other new -and -unrelated ---- development Items that are also in a test stage. 4.2 CORRECTEK.agrees to assign an implementation coordinator to facilitate CORRECTEK'S end of the project. 4.3 CORRECTEK agrees to work with VENDOR within reasonable terms to complete the project as defined. 4.4 CORRECTEK agrees to deliver functionality to meet the specifications agreed upon in this agreement barring any unforeseen challenges that may arise from the VENDOR, VENDOR software, or other events outside the control of CORRECTEK. 4.5 CLIENT agrees to facilitate coordination with VENDOR as requested by CORRECTEK. 4.6 CLIENT agrees to have their IT representatives) work with CORRECTEK and the VEN DOR to - coordinate the automated electronic exchange of HU data. CLIENT IT representative(s) may be required to assist with installation and/or configuration of 3rd party interface software and firewall rules to facilitate the automated delivery of HL7 data. 4.7 CLIENT agrees that no upgrades will take place to VENDOR software applications 30 days prior and 30 days after interface implementation. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their d authorized representatives, on the date first above written. LICENSEE INTITIAL: DATE: Ld A9 vol.-a,q17— �g. aL4a 29 Addendum F Commissary Interface Overview CorrecTek offers a Commissary Export Interface between the CorrecTek EHR application and the client's commissary application. The interface is designed to export charges from the CorrecTek EHR to the commissary application. Charges entered in CorrecTek as encounter procedures or on invoices can be sent via the interface. Interface Scope Charge Export • The CorrecTek ad ministrative.user can assign-charge.amounts -to procedure: codes, inventory items,.and .. .. . .. .. ..:. . miscellaneous charges in the CorrecTek application. • Charge amounts are sent to the commissary application via the interface when the encounter or invoice they are assigned to is saved. • Unit charges are supported. CorrecTek will calculate and send the total charge amount for that charge code. • Credits can optionally be sent via the interface as well. • Charge data will be transferred via a tab delimited file using shared folders or 5FTP. File format specifics will be agreed upon by both CorrecTek and the commissary vendor. Scope Modifications Any modifications to this scope of work may result in additional interface fees and/or delayed implementation. Modifications to this scope of work must be documented and agreed to by CarrecTek Inc., the client identified below, and the commissary application vendor. CLIENT INTITIAL: DATE: 30 Addendum G HIPPA BUSINESS ASSOCIATE AGREEMENT This agreement is entered into by and between Brazos County, TX and CorrecTek, Inc. to set forth the terms and conditions under which "protected health information,' as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and Regulations enacted thereunder, created or received by CorrecTek, Inc. on behalf of Brazos County, TX may be used or disclosed. This agreement shall commence on July 1, 2017 and the obligations herein shall continue In effect so long as CorrecTek, Inc. uses, discloses, creates or otherwise possesses any protected health information created or received on behalf of Brazos County, TX and until all protected health information created or received by CorrecTek, Inc. is destroyed or returned to Brazos County, TX pursuant to Paragraph 15 herein. 1) Brazos County, TX and CorrecTek, Inc. hereby agree that CorrecTek, Inc. shall be permitted to use and/or disclose protected health information created or received on behalf of Brazos County, TX for the following purpose(s): 2) CorrecTek, Inc. may use and disclose protected health information created or received by CorrecTek, inc. on behalf of Brazos County, TX If necessary, for the proper management and administration of CorrecTek, Inc. or to carry out CorrecTek, Inc. legal responsibilities, provided that any disclosure is: a) Required by law, or b) CorrecTek, Inc. obtains reasonable assurances from the person to whom the protected health information is disclosed that (i) the protected health information will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person; and (ii) CorrecTek, Inc. will be notified of any instances of which the person is aware in which the confidentiality of the information is breached. 3) CorrecTek, Inc. hereby agrees to maintain the security and privacy of all protected health information in a manner consistent with Kentucky and federal laws and regulations, including the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and Regulations thereunder, and all other applicable law. 4) CorrecTek, Inc. further agrees not to use or disclose protected health information except as expressly permitted by this Agreement, applicable law, or for the purpose of managing Brazos County, TX own internal business processes consistent with Paragraph 2 herein. 5) CorrecTek, Inc. shall not disclose protected health information to any member of its workforce unless CorrecTek, Inc. has advised such person of CorrecTek, Inc. privacy and security obligations under this Agreement, including the consequences for violation of such obligations. CorrecTek, Inc. shall take appropriate disciplinary action against any member of its workforce who sues or discloses protected health information in violations of this Agreement and applicable law. 6) CorrecTek, Inc. shall not disclose protected health information created or received by CorrecTek, Inc. on behalf of Brazos County, TX to a person, including any agent or subcontractor of CorrecTek, Inc. but not including a member of CorrecTek, Inc. own workforce, until such person agrees in writing to be bound by the provisions of this Agreement and applicable Kentucky or federal law. 7) CorrecTek, Inc. agrees to use appropriate safeguards to prevent use or disclosure of protected health information not permitted by this agreement or applicable law. 8) CorrecTek, Inc. agrees to maintain a record of all disclosures of protected health information, including disclosures not made for the purpose of this Agreement. Such record shall include the date of the disclosure, the name and, if known, the address of the recipient of the protected health information, the name of the individual who is the subject of the protected health information, a brief description of the Vol. aq� �g. ail 31 protected health information disclosed, and the purpose of the disclosure. CorrecTek, Inc. shall make such record available to an individual who is the subject of such information or Brazos County, TX within five (5) days of a request and shall include disclosures made on or after the date which is six (6) years prior to the request or April 14, 2003, whichever is later. 9) CorrecTek, Inc. agrees to report to Brazos County, TX any unauthorized use or disclosure of protected health information by CorrecTek, Inc. or its workforce or subcontractors and the remedial action taken or proposed to be taken with respect to such use or disclosure. 10) CorrecTek, Inc. agrees to make its internal practices, books, and records relating to the use and disclosure of protected health information received from Brazos County, TX, or created or received by CorrecTek, Inc. on behalf of Brazos County, TX, available to the Secretary of the United States Department of Health and Human Services, for purposes of determining the Covered Entity's compliance with HIPAA. 11) Within thirty (30) days of a written request by Brazos County, TX, CorrecTek, Inc. shall allow a person who is the subject of protected health information, such person's legal representative, or Brazos County, TX to have access to and to copy such person's protected health information maintained by such person, legal representative, or practitioner unless it is not readily producible in such format, in which case it shall be produced in standard hard copy format. 12) CorrecTek, Inc. agrees to amend, pursuant to a request by Brazos County, TX, protected health information maintained and created or received by CorrecTek, Inc. on behalf of Practitioner. CorrecTek, Inc. further agrees to complete such amendment within thirty (30) days of a written request by Brazos County, TX, and to make such amendment as directed by Brazos County, TX. 13) In the event CorrecTek, Inc. fails to perform the obligations under this agreement, Brazos County, TX may at its option: a) Requires CorrecTek, inc. to submit a plan of compliance, including monitoring by Brazos County, TX and reporting by Brazos County, TX as Brazos County, TX, in its sole discretion, determines necessary to maintain compliance with this Agreement and applicable law. Such a plan shall be incorporated Into this Agreement and applicable law. Such a plan shall be incorporated into this Agreement by amendment hereto; and b) Requires CorrecTek, Inc. to mitigate any loss occasioned by the unauthorized disclosure or use of protected health information. c) Immediately discontinue providing protected health information to CorrecTek, Inc. with or without written notice to Brazos County, TX. 14) Brazos County, TX may immediately terminate this Agreement and related agreements if Brazos County, TX determines that CorrecTek; Inc. has breached a material term of this Agreement. Alternatively, Brazos County, TX may choose to: (i) provide CorrecTek, Inc. with ten (10) days written notice of the existence of an alleged material breach; and (ii) afford CorrecTek, Inc. an opportunity to cure said alleged material breach to the satisfaction of Brazos County, TX within ten (10) days. CorrecTek, Inc. failure to cure shall be grounds for immediate determination of this Agreement. Brazos County, TX's remedies under this Agreement are cumulative, and the exercise of any remedy shall not preclude the exercise of any other. 15) Upon termination of this Agreement, CorrecTek, Inc. shall return or destroy all protected health information received from Brazos County, TX, or created or received by CorrecTek, Inc. on behalf of Brazos County, TX and that CorrecTek, Inc. maintains in any form, and shall retain no copies of such information. If the parties mutually agree that return or destruction of such protected health information is not feasible, CorrecTek, Inc. shall continue to maintain the security and privacy of such protected health information in a manner consistent with the obligations of this Agreement and as required by applicable law; and shall limit further use of the information to those purposes that make the return or destruction of the information infeasible. The duties hereunder to maintain the security and privacy of protected health information shall survive the discontinuance of this Agreement. 32 16) Brazos County, TX may amend this Agreement by providing ten (10) days prior written notice to CorrecTek, Inc. in order to maintain compliance with Kentucky or Federal law. Such amendment shall be binding upon CorrecTek, Inc. at the end of the ten (10) day period and shall not require the consent of CorrecTek, Inc. CorrecTek, Inc. may elect to discontinue the Agreement within the ten (10) day period, but CorrecTek, Inc. duties hereunder to maintaih the security and privacy of PROTECTED HEALTH INFORMATION shall survive such discontinuance. Brazos County, TX and CorrecTek, Inc. may otherwise amend this Agreement by mutual written agreement. 17) CorrecTek, Inc. shall, to the fullest extent permitted by law, protect, defend, indemnify and hold harmless Brazos County, TX and his/her respective employees, directors, and agents from and against any and all losses, costs, claims, penalties, fines, demands, liabilities, legal actions, judgments, and expenses of every kind (including reasonable attorney's fees, including at trial and on appeal) asserted or Imposed against any Indemnitees arising out of the acts of omissions of CorrecTek, Inc. or any subcontractor of'or consultant of CorrecTek, Inc. or any of CorrecTek, Inc. employees, directors, or agents related to the performance or nonperformance of this Agreement. * reement will auto renew each year on the date Indicated on the first line listed below. L c9 Brazos ounty, TX Date aw CorrecTek, Date vol. aq7 Pg.;Qd (,Q We have prepared a quote for you CorrecTek-Cloud Hosting QUOTE #013277 Vl -Prepared for Brazos County ('V) \I,nk I PC,. QLI 7 j �..:M6in: 27000 1 6 ICALLE0 T E C H N 0 L 0 G I E S Web, " -w- w. W.' a e b. net ' We have prepared a quote for you CorrecTek-Cloud Hosting QUOTE #013277 Vl -Prepared for Brazos County ('V) \I,nk I PC,. QLI 7 •iii.,, :,�,, ':.t,; j..{. - . KALLEO i[ C X X 0 l 0 X 1 E X Wednesday, August 07, 2019 Brazos County Duane Peters 200 South Texas Ave Suite 352 Bryan, TX 77803 dpeters@brazoscountytx.gov Thank you for considering the CorrecTek Cloud hosted by Kalleo Technologies. Here you will find a quote for the CorrecTek Cloud hosting services, including Kalleo's 24x7x365 hosting service, Microsoft hosted product licensing, an overview of the CorrecTek Cloud, and a copy of the Kalleo Hosting Agreement. We appreciate the opportunity to earn your business. Please do not hesitate to contact me with any questions or concerns. John Truitt President Kalleo Technologies LLC r: Page 2.o 6 sKalleo:TecFiriologies LLC (270) 908136 Lwwuv.kalleo:net s �to� . aq7 a `A !--_-_�} r_ r— - - - •. �'�l;t�,.?rni2%=:^.9"•tir,- ' �l,ii.�•N 'e 7"'_I',.e:::ri��'..-.>,a:T�l „�; ... -: _c'.._ _ _ - -.. - ..--__.__.�� _ .._ ,_T i r KALLEo •a in TECKY 0 l 0 GIES 1 CorrecTek Spark Cloud Recurring Oty Ext. Recurring KPN-HS-CCH- CorrecTek Cloud EHR User - Annual Charge $600.00 30 $18,000.00 USER -001 Correctek Hosting - Includes Hosted Application, $2,000.00 1 Microsoft Licensing, Backups & Disaster Recovery, SETUP -001 CorrecTek Cloud Setup and Configuration including Technical Support. Win 10 Pro 64-bit • ` Recurring Subtotal: $18,000.00 CorrecTek Client Setup Price Qty Ext. Price KPN-SVC-CCH- CorrecTek Cloud Hosting Setup $2,000.00 1 $2,000.00 SETUP -001 CorrecTek Cloud Setup and Configuration including Win 10 Pro 64-bit remote assistance with setup of: 8 GB RAM DDR4 Topaz Signature Pads 500 GB HDD Xerox Documate Scanners HD Graphics 630 RDP Connections Wireless LAN Local Firewall Setup Ethernet & Bluetooth 4.2 Subtotal: $2,000.00 LcorrecTek Client Hardware Price Ext. Price, ,WORKSTATI-ON' 62HOG Dell OptiPlex 3060 Desktop Computer $734.44 0 $0.00 Core i5 8500T 2.1 GHz Win 10 Pro 64-bit 8 GB RAM DDR4 500 GB HDD HD Graphics 630 Wireless LAN Ethernet & Bluetooth 4.2 3 -yr Warranty with Next Day Service VIDEO ADAPTER-:,` EO-HDMI-6FT HDMI Male/Male 6FT $6.99 0 $0.00 MONITOR L215ADS-2N V7 21.5" LED LCD Monitor -16:9 - 5 ms - 192 0 x 1080 - 250 $115.00 0 $0.00 Nit - Full HD - Speakers - HDMI - VGA - 25 W - Black - RoHS, =s WEEE, TCO Certified Displays ,Y P-- a -a--°-3-;o�f.-6_ .echnoiogies.L98136'1wwwkalleo.net0 ,� �__ �. _.t:i�_�__:---_ -�. _: _.�_...�___._----------------------•------�----._.____� 7, 'fx MALLEO E C X N 0 L 0 I E 5 5 Ydj 0084'j. -36'j WWW.AAli e-io.net Papp niiologi C 11APTOP" 5VB99UT#ABA HP ProBook 440 G6 14" Notebook -1366 x 768 - Core i3 i3- $698.48 0 $0.00 8145U - 4 GB RAM -128 GB SSD - Natural Silver - Windows 10 Pro 64-bit - Intel UHD Graphics 620 - English Keyboard - Intel Optane Memory Ready - Bluetooth -13.25 Hour Battery Run Time UK703E HP Care Pack - 3 Year - Service - 9 x 5 Next Business Day - $136.73 0 $0.00 a On-site - Maintenance - Parts & Labor - Electronic and .n- gic Physical Service PERIPHERALS T-LBK462-BSB- Topaz SignatureGem T-1_462 Electronic Signature Pad - $422.07 0 $0.00 R Backlit LCD - Active Pen - 4.40" x 1.30" Active Area LCD - Backlight - 410 PPI LS2208- Zebra LS2208-General Purpose Bar Code Scanner - Cable $127.68 0 $0.00 S1420007R-NA Connectivity -100 scan/61 D - Laser - Bi-directional - Twilight Black ;PRINTER.. .... . 4. HL-L5200DW Brother HL-L5200DW Laser Printer $246.15 0 $0.00 Manufacturer: Brother International Manufacturer Website Address: hftp:/Iwww.brother-usa.com Brand Name: Brother Product Line: HL Laser Printers Product Model: HL-L5200DW Product Name: HL-L5200DW Laser Printer Marketing Information: Brother HL-L5200DW Laser Printer - Monochrome - 1200 x1200 dpi Print -Plain Paper Print - Desktop -42 ppm Mono Print -A5, Legal, Letter, A4, Executive, A6, Custom Size -300 sheets Standard Input Capacity -50000 pages per month -Automatic Duplex Print - Ethernet - Wireless LAN -USB WL. Monbchrome laser multifunction copier helps improve office productivity with fast print and copy speeds of 42 pages per minute -at up to 1200 x1200 dpi. Backlit LCD makes navigating through the menu options fast and simple. Advanced security features helps restrict unauthorized printing and protect your sensitive documents. 250 -sheet input tray with 50 -sheet multipurpose tray letsyou easily print envelopes and alternative media types. Automatic duplex printing allowsyou to quickly print two -sided -documents to reduce paper consumption. Built-in wireless and Ethernet network Interfaces enable you to share this printer with multiple users on your network. DESKTOP SCANNER Ydj 0084'j. -36'j WWW.AAli e-io.net Papp niiologi C r.�� �_�- _f..—' _ _—�-._ : �� .y�'s��`[•i • ,){7 :iS:6�.; r�rc.'.•h;.q: �rr,..�ar�.F!v;:.-.._ -- _ _ - _ _• .._ _ ._ _ .. _._ _ — _ ED KALLEO T F C H H 0 L 0 G 1 E S �• ..�' °ft' .. 1 7-1 Cor�ecTek Client Hardware QtY. Ext1.,Price XDM31255M- Xerox DocuMate 3125 Sheetfed Scanner - 600 dpi Optical - $347.80 0 $0.00 WU 24 -bit Color - 8-bit Grayscale - 25 ppm (Mono) - 25 ppm (Color) - USB General Information Manufacturer. Xerox Corporation Manufacturer Website Address: http://www.xerox.com Brand Name: Xerox Product Line: DocuMate Product Model: 3125 Product Name:,DocuMate 3125 Sheetfed Scanner Marketing Information: The Xerox DocuMate 3125 is an A4 desktop document scanner with speeds of 25 ppm and 44 ipm (images per minute, duplex) in black and white, grayscale and colour at 200 or 300 dpi. Durability tests support a . daily duty cycle of 3,000 pages. The scanner uses a CIS (contact image sensor) and an LED light source for efficient power consumption. The unit offers a 50 -sheet (based on 20 Ib, 75-80 g/m2 paper) document feeder for document widths up to 8.5".(216 mm). Long capability is supported.up 38" .(905 mm). The DocuMate 3125 has ultrasonic double feed detection so that stapled or other misfed documents can be sensed before they are crumpled, destroyed or cause a jam. Product Tvae: Sheetfed Scanner WORKORO.UP SCANNER XDM5540-U Xerox DocuMate Sheetfed/Flatbed Scanner - 600 dpi Optical $1,301.16 0 $0.00 - 24 -bit Color, 8-bit Grayscale - 40 ppm (Mono) - 40 ppm (Color) - Duplex Scanning - USB Page -5 of 6. ''r 'Kallen Technologies.lsLC; x',(270) 908-4136 www.kalleo.net" V () � . ���Cl • c.�c1..J I J"LLEO K , T E C y CorrecTek Cloud Hosting Quote Information: Prepared for: Quote M 013277 Brazos County Version: 1 200 South Texas Ave Suite 352 Delivery Date: 08/07/2019 Bryan, TX 77803 Expiration Date: 0811412019 Duane Peters dpeters@brazoscountytx.gov (979) 3614102 Prepared by: Kalleo Technologies LLC John Truitt 270-908-4132 itruitt@kalleo.net 01- 'V, in Al - 3 I Non-RecurringSumm* Ambunt ry. correcT6001ient Setup $2,000.06 $2,000.00' 6nt Monthly. Recurring, 5u mma.ry CorrecTek Spark Cloud $18,000.00 ifiboo RecurringTotal'.: ' Signature other fees may apply. We reserve the right to cancel orders arising from pricing or other errors. Date &L- �lo�. �Yq. _C& lot /(ALLEO I' _,_.__.�__._'! ��`_-•.- _•---..�.� __.____ _x_ •-_-_ _ _..�._.. .. �_ __.__s. _._ i CorrecTek Hosting Service Agreement This Agreement is made and executed on 08/07/2019, by and between KALLEO TECHNOLOGIES, LLC, hereinafter referred to as "Kalleo," and Brazos County , hereinafter referred to as "Client." WITNESSETH: WHEREAS, Client is engaged in the business of providing healthcare services at a correctional facility, which services include the use of a software application developed by CorrecTek, Inc. for processing and storing electronic medical records; and WHEREAS, Kalleo provides hosting and infrastructure for the CorrecTek Inc software application, and in relation thereto, offers 3rd party software licensing (for example Microsoft licensing) that provides end users with remote access to that application; and WHEREAS, Client wishes to retain Kalleo to provide its correctional facility staff with access to the CorrecTek application through Kalleo's hosting and infrastructure. NOW THEREFORE, for good and valuable consideration, the receipt of which is acknowledged by all parties, the parties do covenant and agree as follows: 1. DEFINITIONS "Access Device" means any computer, Windows terminal, tablet pc, mobile phone, or other computing device that accesses Kalleo's System. "Agreement" means this Kalleo Hosting Agreement: "Client Information" means information that the Client inputs into Kalleo's System for use in the CorrecTek System. "Confidential Information" means sensitive or proprietary information of a party that is held on a confidential basis. Confidential Information shall include (i) Client Information, trade secrets and other information that Client designates as confidential, and (ii) Kalleo's serer configurations, software configurations, proprietary Information, proprietary technology, proprietary software, audit reports, information regarding product development, trade secrets, manuals, proposals or memoranda, and other information that Kalleo designates as confidential. Confidential Information shall not include any information that is or becomes generally available to a party or the public through independent means, "CorrecTek System" means the software application developed and marketed by CorrecTek, Inc. for processing and storing electronic medical records. The CorrecTek System includes the CorrecTek-EMR and the CorrecTek a -MAR. "Effective Date" means the date of this Agreement as written above. "Help Desk Support Schedule" means (1) providing e-mail support from Monday through Friday 8AM-5PM CST (daylight savings is observed) excluding US Holidays, (ii) providing telephone support 24 hours per day, 365 days per year, (iii) responding to sales and billing issues from Monday through Friday 8AM-5PM CST (daylight savings is observed) excluding US Holidays, and (iv) monitoring the System and responding to System emergencies on a 24 hour basis. "Network Software" means proprietary software applications that Kalleo licenses -from third party software providers for �. Page 1 6f9 Kalleo Technologies LLC (270)•908:4136.1•www.kalleo.net tZ I. " `- - :'au ..tin.• T'_ -^—rr�r 7.. 19 ' mR A',r ..; I tq sF'T _' ; . �7^.__.r .— ..._.T_.__-..__ KALLEO •1 {'{ L E C !1 N O L O G IFS :J use in its System, including software applications licensed from Microsoft and other software manufacturers. "System" means the system of computer servers, Network Software, and networking and storage devices that Kalleo utilizes in providing its CorrecTek hosting services. The System includes network and application software provided by third party providers, and various scripts and applications developed by Kalleo. "CorrecTek Cloud EHR User" means a Client user of the System. Each Client user is an individual person regardless of what login ID the person uses to access the System. 2. SERVICES 2.1 General Provisions. Client has agreed to retain Kalleo for the purpose of providing to Client the basic services that are defined under this Section, and to pay all of the set up and basic service charges associated with those services. Kalleo has agreed to accept that engagement, and to perform all of the obligations associated therewith, subject to the terms, conditions and limitations as defined under this Agreement 2.2 Basic Services: Kalleo shall provide Client with access to the CorrecTek System through Kalleo's System, and with the help desk support that is defined in Section 2.3 of this Agreement. Client shall be obligated to utilize Kalleo's services and System for Client's sole benefit in accordance with Kalleo's directives and applicable law. 2.3 Help Desk Support: Kalleo shall provide Client with help desk support to support Client's continuous access and use of Kalleo's System. Kallen shall provide that support to Client's designated points of contact in accordance with its published Help Desk Support Schedule. Help Desk Support shall include basic computer trouble -shooting over the telephone and Internet, and diagnosing and resolving Client's reported problems with respect to Client's access to and use of the System. In the event Kalleo is unable to resolve a Client's problem(s) though its in-house support operations, Kalleo will make recommendations for resolving the problem(s) through additional means, including services provided by third party service providers. In the event Client engages Kalleo to perform any of those services, such service shall be deemed a supplemental service, and shall be subject to the supplemental service terms as defined under Section 2.6 of this Agreement. Client acknowledges that Kalleo's help desk support services shall be subject to availability and assigned support level. Kalleo uses the following mechanism to gauge availability and assignments: Time to First Contact (TFC): This is the amount of time between the initial reporting of the issue by an end user to the Kalleo Help Desk to the initial contact made by a Kallen support engineer to the affected user(s). For example if an email is sent to the Help Desk at Sam and a Kalleo support engineer contacts the user at 9am the TFC would be 1 hour. The target TFC is within 48 hours for low priority issues (affecting one user, does not impede user from job functions), within 8 hours of medium priority issues (affecting a few users, problem has a workaround or will not cause major job impediments right away), within 2 hours of high priority issues (affects many users, problem is Impeding some work but users are Still able to do some functions), within 30 minutes of critical priority issues (affects all users, problem is causing complete CorrecTek outage). Time to Proposed Resolution (TPR): This is the amount of time between the initial contact by.a Kalleo support engineer.and the initial proposal for resolution. In many cases this may be just a few minutes (after the engineer has gathered enough data to have a good idea of what to do) or it could be longer if the engineer is going to need to do some research into the issue. Target TPR for low priority issues is within 72 hours, for medium priority Issues is within 48 hours, for high priority issues is within 8 hours, and for critical priority issues is within 1 hour. 2.4 Excluded Services: Kalleo's basic services do not include (i) desktop or operating system support of the end -user's computer, (ii) support for software used outside of its intended purpose or unsupported by its manufacturer, or software labeled "beta", (III) support of use of any services that are in violation of the terms of this Agreement, (iv) end-user training, (v) programming, and (vi) CorrecTek application support, all of which services are specifically excluded from this. Agreement. Client understands and agrees that Kalleo assumes no responsibility or liability for the CorrecTek System, or for providing support or training for that system. Page 2 of 9y , ; ' `; yrs ,1 Kallen 7eahnologies LLC (270)908�t136 www kalleo.net , ��.`_._.�.% .._._... - ...•_.._...__..1_va y.,, a.c.� Wru.._.....vim",_...-�.,�iu��...._f _:r_S.._..._.i.�`,�.y. r._.e_s:YF .���.__._ �_._..._.__�_'�..._...._.1_<y..-..��._.;.�- �•_ ..'.Y°4\ir"Tr .r { r. �t!..-t-•a^i->_,...•_r- €� � t ; xrSS ? , arm- T a . 'S sus. ,oar 4t^-h}Ra I° ',AJ �♦ }'�. `'l 1. 9 �i t!•... l; 1. i 5 KA�(� LI L EO 4 R u 1ECHNOE061 E5 - S .r $ 2.5 System Maintenance: Kalleo shall perform regularly scheduled maintenance on its System on Wednesday nights, from 10PM until 2AM on Thursday mornings, USA Central time (GMT -5/6). Kalleo shall provide Client with reasonable advance notice of its scheduled maintenance, and shall advise Client of the expected duration of the maintenance window, and the impact of the work to be performed. Kalleo shall utilize its best efforts to perform its maintenance no more than once a month; provided, however, Kalleo shall have the right to schedule and perform maintenance whenever avid as often as its deems necessary to ensure system security, reliability and integrity. It is understood and agreed that Kalleo shall not be responsible for any losses that Client may incur as a result of Kalleo's maintenance. 2.6 Supplemental Services: Upon Client's request, Kalleo may provide Client with various supplemental services as agreed by Kalleo. Supplemental services shall include special projects, certain migrations, professional services, exclusive hosting, extended care, training and scripting. All supplemental services will be provided under a separate written agreement that describes the supplemental services to be performed, and Kalleo's charges for those services. All supplemental services shall be provided by Kalleo on a mutually agreed upon schedule. 2.7 Force Majeure Event: In the event Kalleo or any of its third party service providers are unable to provide Client with any Service to be provided under this Agreement as a result of Client's acts or omissions, or events or circumstances that are beyond Kalieo's reasonable control including act of God, fire, explosion, flood, epidemic, power failure, governmental actions, war or threat of war, acts of terrorism, national emergency, riot, civil disturbance, sabotage, labor disputes and strikes, Kalleo shall have the right to be relieved from providing such Service. Kalleo shall use all commercially reasonable efforts to recommence performance of its obligations under this Agreement as soon as reasonably possible. 2.8 Change in Services and Charges: Kalleo shall have the right, at its sole option, to revise Kalleo's services and charges at the end of each Term upon ninety (90) days written notice -to Client. Kalleo shall provide such notice by sending. a schedule of Kalleo's revised terms to Client's authorized point of contact. Client shall have sixty (60) days upon notice of changes to services or charges to accept the changes. In the event Client objects to Kalleo's revised terms, Client shall have the right to terminate this Agreement upon thirty (30) days written notice. In the event Client fails to exercise that right, Client shall be deemed to have accepted Kalleo's revised terms, and shall become legally bound to same. 3. TERM 3.1 Term: The term of this Agreement shall commence on the Effective Date, and shall continue for twelve (12) months. This Agreement shall automatically renew for subsequent twelve (12) month terms at the end of each term unless either Party provides written notice of its intent not to renew. In the event Kalleo intends not to renew this Agreement Kalleo must provide Client with ninety (90) days written notice. Client shall have the right to terminate this Agreement upon thirty (30) day written notice at any time. 3.2 Immediate Termination. Kalleo shall have the right to terminate Client's access and use of the System at anytime upon the occurrence of any of the following events: (i) Client, or any of its employees or agents, has utilized Kalleo's System or services on an excessive basis; (ii) Client, or any of its employees or agents, has utilized Kalleo's System or services for an unauthorized purpose, or for purposes of resale or for the unauthorized, use by third parties; (iii) Client, or any of its employees orogents, has been abusive towards a Kalleo officer or employee, or another Kalleo customer; or (iv) Client has failed to pay Kalleo for any supplemental charge within thirty (30) days of invoice. Kalleo shall also have the right to terminate this Agreement in the event Client has failed to pay Kalleo for any charge due under this Agreement within thirty (30) days of receipt of invoice. This section 3.2 Immediate Termination shall be subject to the terms of section 3.4 Breach Notification. 3.3 Concurrent Access. Unless stipulated otherwise in Addendum "A" each Access Device may only have one connection to the CorrecTek System at a time. Users may not have multiple instances of CorrecTek running on the same Access Device at the same time. 3.4 Breach Notification. If either party breaches any provision of this Agreement and if such breach is not cured within thirty (30) days after receiving written notice from the other party specifying such breach in reasonable detail, the non - breaching party shall have the right to terminate this Agreement by giving written notice thereof to the party in breach,,which r..( .--r„ r,^r., e,, f -- 5 r,r • -r —'--r—r ,Page 3 of 9' y Kalleo Technologies Lri_CtJ (270) 908-4136 www k`alleo net �'3 ,a� c t•....i .. , f-9 ._..s::L-....._..*:.. " Cs.xG! " ".1_�,t.;... .: ,....:£�-.._....ak ..� ��,A._a::...._�_,_._s_ii=3 _�_..y�... ��._��_u.r. � ,t...�. ...},. dot. 'aqj�4. ass 0 I(ALLEO 1 I E C N N 0 E 0 6 1 E S- •,, ! R termination shall go into effect immediately on receipt. 4. CHARGES FOR SERVICES 4.1 Set Up Charge: Client shall pay Kalleo a one-time set up charge for initiating the managed services. The set up charge shall be $2,000, and shall be invoiced once Client's users begin the "Chart Prep" process which is defined as the users accessing the system to input patient chart information. 4.2 Charge for Basic Services: Client shall pay Kalleo the annual charge that is reflected in Addendum "A" to this Agreement. Kalleo shall have the right to increase the annual charge to Client for any additional CorrecTek Cloud EHR Users. Kalleo shall provide Client with written notice of any increase to the annual charge prior to implementation of same. The annual service charge shall be based on (i) the number of each Client's registered CorrecTek Cloud EHR Users, regardless of whether all CorrecTek Cloud EHR Users actually access the System during any billing period, plus (ii) any unregistered CorrecTek Cloud EHR User that accesses the System during any billing period. Client shall be required to register all of its CorrecTek Cloud EHR Users with Kalleo on or before the commencement of service. Client shall have the right to add or delete CorrecTek Cloud EHR Users upon notice to Kafleo; provided, however, that Client shall pay the full charge on any added or deleted CorrecTek Cloud EHR User that accesses the System during any part of a billable period without pro -ration. Annual service charges shall be invoiced to Client at the beginning of each Term of service. Annual service charges will begin the first month that Client users begin accessing the System. 4.4 Payment: Client shall pay each Kalleo invoice on or before thirty (30) days following date of issuance.- Client agrees to pay Kalleo a late charge of 1.0% plus Prime per month on any invoice that is not paid within said thirty (30) day period, and any collections costs and expenses that Kalleo incurs in collecting any unpaid invoice, including reasonable attorney fees. 4.5 Outages: In the event Client is unable to access the System for more than 24 hours and the cause of the outage is Kalleo's System and not internet outages, problems with Client's network or computers, the CorrecTek software, or any other cause other than the System then Kalleo shall provide a prorated credit for each day and partial day to the Client -for the amount of downtime on Client's next invoice. 5. CLIENT INFORMATION 5.1 Liability for Client Information: Client shall have full and exclusive responsibility for the content, propriety and use of all Client Information. Itis agreed and understood that Kalleo shall not be liable for any claim, loss or damages arising from any Client Information, including but not limited to any claim loss or damages relating to copyright infringement, or the violation of any person's rights under federal or state law except according to the terms of the Business Associate Agreement signed between Kalleo and Client. Client agrees to indemnify and save Kalleo harmless from and against all claims, losses, damages, penalties, costs and expenses (including attorney fees) that arise out of or are related to Client Information except according to the terms of the Business Associate Agreement signed between Kalleo and Client. 5.2 Credit Card Information: Client shall not use the System for processing or storing any type of credit card information. Any violations of this provision shall result in the immediate termination of -the Client's use of Kalleo's services and System. 5.3 Medical Records: Client shall have the right to use the System for processing and storing medical information protected under the Electronic Protected Health Information (EPHI) or Protected Health Information (PHI) as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) or the Health Information Technologyfor Economic and Clinical Health Act of 2009 (HITECH), provided they strictly comply with all of the legal regulations and requirements that apply thereto. Client shall assume full and exclusive responsibility for the content and propriety of that information, and shall ensure that the information is maintained on a confidential basis as required under law. It is agreed and understood that Kalleo shall not be liable for any claim, loss or damages arising from the processing, storage or use of any medical information, including but not limited to any claim loss or damages relating to the violation of any other person's rights under federal or state law except according to the terms of the Business Associate Agreement signed between Kalleo and Client. Client agrees to indemnify and save Kalleo harmless from and against all claims, losses, damages, penalties, costs and expenses (including attorney fees) that arise out of or are related to the disclosure or misuse of such information except - r V~' Kalleo Technolo ies LLC` 270 9081136 www kafleo.net ' Page 4 of 9 ) _,"..�__r..:.;_. - "•'-~ �`�3 T�` r �5'. 7 a e, r• 777•:- .�.•.-r=�.� MALLEO !� z •� 4;� „rr„ t� I E C 11 N 0 L 0 6 I E S- f� n � t• t �`i +n - )? CTe ai �i sx.J as rJ a`.d4L u��ti_ t.n�1i according to the terms of the Business Associate Agreement signed between Kalleo and Client. 6. CONFIDENTIALTY AND NON -SOLICITATION COVENANTS 6.1 Use of Confidential Information: Kalleo and Client agree to hold each other's Confidential Information on a confidential basis, and not to disclose such information to any third party, or to otherwise use such information for their benefit, or for the benefit of another party. Each party shall use the same degree of care to protect a party's Confidential Information that it uses to protect its own Confidential Information from unauthorized disclosures, but in no event shall either party use less than a commercially reasonable degree of care. Each party shall promptly notify the other party of any unauthorized use or disclosure of a party's Confidential Information, and shall use their best efforts to regain possession of the disclosed Confidential Information, and to prevent any further unauthorized use or disclosure of same. 6.2 Protection of Confidential Information: All Confidential Information of a party shall remain the property of that party. Upon request of a party, the other party shall promptly deliver to the requesting party all of the requesting party's Confidential information, including any tangible media that contains such Confidential Information. 6.3 Nonsolicitation: During the term of this Agreement, and for a period of 24 months following the termination of this Agreement, neither Client nor Kalleo shall directly or indirectly hire, solicit, or otherwise induce an employee, consultant or contractor of the other party to terminate their relationship with that party. 6.4 Enforcement: The parties expressly acknowledge that a breach of any of the covenants made hereunder will cause the other party irreparable harm and injury which cannot be reasonably or adequately compensated by damages. By reason of same, the parties expressly agree that an aggrieved party shall be entitled to injunctive and other equitable relief to enforce the covenants made under this Section. This section shall be subject to the Laws of the state of Texas and the official opinions of the Attorney General.of the state of Texas. 7. NETWORK SOFTWARE 7.1 Use of Network Software::.Kalleo, shall provide, Client. with access.to and use of the Network Software that is part of Kalleo's System. Client shall not have any title or intellectual property rights In or to such software. Client shall use the software solely in connection with its use of Kalleo's System as defined under this Agreement. Client shall not (i) copy any software; (ii) remove, modify, or obscure any copyright, trademark or other proprietary rights notices that appear on any software; or (iii) reverse engineer, decompile or disassemble any software. 7.2 Consent of Third Party Providers: Clients' access to and use of the Network Software shall be subject to and governed by the terms and conditions under Kalleo's license with its third party providers, specifically including Kalleo's license with Microsoft. Client agrees to accept and be. bound by Microsoft's terms and conditions that are defined in Addendum "B" to this Agreement. In addition thereto, Client shall obtain all other consents and licenses that are required for Client's use of the Network Software, and to execute any EULA's or other documents that are required for same. Upon request, Client shall provide Kalleo with reasonable proof that Client has obtained all required consents and licenses. 8. REPRESENTATIONS AND COVENANTS 8.1 Kalleo Representations and Covenants: Kalleo represents and covenants that (1) Kalleo has received all necessary permits, licenses, approvals, grants and charters of whatsoever kind necessary to carry out the business in which Kalleo is engaged; and (ii) Kalleo has complied and shall continue to comply with all laws, regulations, orders and statutes which may be applicable to Kalleo whether local, state, federal or foreign. 8.2 Client's Representations and Covenants: Client represents and covenants that (1) Client has received, all necessary permits, licenses, approvals, grants and charters of whatsoever kind necessary to carry out the business in which Client is engaged; and (ii) Client has compiled and shall continue to comply with all laws, regulations, orders and statutes which may be applicable to Client whether local, state, federal or foreign. 9. INDEMNITY. 9.1 Indemnity: Client shall -indemnify and save Kalleo harmless of and from any claim, liability, obligation, cost, expense, damage or loss whatsoever (including reasonable attorneys' fees) arising out of, under, or pursuant to Client's use of Kalleo's System or services, and/or the use of the System or services by its employees and agents. This indemnity shall include but not be limited to any claim, liability, obligation, cost, expense, damage or loss whatsoever, including reasonable t + ' S t M q � l F.] d. An 1 J +�;� - T Page 5 of 9 i F � L ,Kalleo Technologies L4C 4 (270) 9U8 4136�� wvuw Kalleo.net , _.�_s1 •J.. " -...b `-.._.•�T .L_._.�_.. :. �r:._�..._.._.'n_.1..��� Y'�.s_l._..._...w'llYh_e...,_`;1,_:.:::.' _..._..���, t� 5. s�.+s,._�..._•.. �Ok- 9na7 �4.-2�L O ® in ICALLEO I E C N N 0 L 0 G I E S V �_,�a�f..__—__. _ __,. ...! ._...... ——_u.._.,..:L-..._+1_�...o ...__._. .dVf..._ .a.__...._.___�.�...nL..__�_ __a:�..}i• »... __ _. _ w.._^�i_ —_ .�.__. _. _....-.____ _ _ _' attorneys' fees arising out of or related to (i) a failure by Client to comply with the requirements under this Agreement, (ii) any unauthorized use or misuse of Kalleo's System and services, or any Network Software relating thereto, (iii) any infringement or misappropriation of any intellectual property right or other proprietary right, and (iv) any negligent or intentional acts or omissions of any of Client's employees and agents. Kalleo shall indemnify Client, and its trustees, officers, agents, and employees, and hold them harmless from any and all threatened or asserted claims, causes of action or demands that arise from Kalleo's performance under this Agreement, and from all judgments, damages, losses, costs, expenses and reasonable attorneys' fees that Client incurs as a result thereof. 9.2 Indemnified Claim by Kalleo: In the event an indemnified claim is asserted against Kalleo, Kalleo shall provide Client with written notice of the claim. Upon receipt of that notice, Client shall assume responsibility for that claim, and shall thereafter undertake the defense, settlement and resolution of that claim. Kalleo shall have the right to participate in the defense through its own counsel, provided that Kalleo assumes the expenses of its counsel. In the event Client fails to timely provide a defense, or to settle and resolve the claim, Kalleo shall have the right to defend, settle and resolve the claim as it deems appropriate. In such event, Client shall be liable to Kalleo for any cost, expense, and loss Kalleo incurs as a result thereof, including its attorney fees and other professional fees. 9.3 Indemnified Claim by Client: In the event an indemnified claim is asserted against Client, Client shall provide Kalleo with written notice of the claim. Upon recelpt.of that notice, Kalleo shall assume responsibility for that claim, and shall thereafter undertake the defense, settlement and resolution of that claim. Client shall have the right to participate in the defense through its own counsel, provided that Client assumes the expenses of its counsel. In the event Kalleo fails to timely provide a defense, or to settle and resolve the claim, Client shall have the right to defend, settle and resolve the claim as it deems appropriate. In such event, Kalleo shall be liable to Client for any cost, expense, and loss Client incurs as a result thereof, including its attorney fees and other professional fees. 10. DISCLAIMERS AND EXCLUSIONS. 10.1 WARRANTY DISCLAIMERS: CLIENTS' USE OF KALLEO'S SYSTEM AND SERVICES SHALL BEAT CLIENT'S SOLE RISK. CLIENT UNDERSTANDS AND AGREES THAT KALLEO'S SYSTEM AND SERVICES ARE PROVIDED TO CLIENTS "AS IS, WITH ALL DEFECTS AND DEFICIENCIES". CLIENT FURTHER UNDERSTANDS AND AGREES THAT KALLEO AND ITS THIRD PARTY PROVIDERS (COLLECTIVELY THE "PROVIDERS") EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO KALLEO'S SYSTEM AND SERVICES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO (A) WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INTERFERENCE WITH OR NON -INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, (B) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, QUALITY OR CONTENT OF THE SYSTEM AND SERVICES, AND (C) WARRANTIES THAT KALLEO'S SYSTEM AND SERVICES ARE SECURE, OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. 10.2 LEGAL COMPLIANCE DISCLAIMERS: KALLEO AND ITS PROVIDERS ALSO DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, THAT CLIENT'S USE OF KALLEO'S SYSTEM AND SERVICES WILL SATISFY OR ENSURE CLIENT'S COMPLIANCE WITH ITS LEGAL OBLIGATIONS UNDER LAW. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA'), AND ALL OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. CLIENT SHALL BE SOLELY RESPONSIBLE FOR ENSURING THAT CLIENT'S USE OF THE KALLEO'S SYSTEM AND SERVICES IS IN FULL COMPLIANCE WITH ALL APPLICABLE LAWS. THIS SECTION 10.2 SHALL BE SUBJECT TO THE TERMS OF THE BUSINESS ASSOCIATE AGREEMENT SIGNED BETWEEN KALLEO AND CLIENT. 10.3 EXCLUSIVE REMEDY: IN THE EVENT CLIENT EXPERIENCES ANY DIFFICULTY IN ACCESSING OR -USING THE SYSTEM, OR DISCOVERS ANY DEFECT OR DEFICIENCY IN THE SYSTEM OR SERVICES, CLIENT SHALL PROVIDE KALLEO WITH WRITTEN NOTICE OF SAME. UPON RECEIPT OF THAT NOTICE, KALLEO: SHALL UTILIZE ITS BEST EFFORTS TO RESOLVE CLIENT'S PROBLEMS. IN THE EVENT KALLEO IS UNABLE TO RESOLVETHE MATTERTO CLIENT'S SATISFCTION, CLIENT SHALL HAVE THE RIGHT TO TERMINATE KALLEO'S SERVICES UPON WRITTEN NOTICE. CLIENT'S RIGHT OF TERMINATION SHALL BE CLIENT'S SOLE AND EXCLUSIVE REMEDY AGAINST KALLEO AND ITS PROVIDERS. CLIENT UNDERSTANDS AND AGREES THAT KALLEO AND ITS PROVIDERS SHALL HAVE NO FURTHER LIABILITY TO, ALL OF WHICH LIABILITY IS EXPRESSLY DISCLAIMED AND EXCLUDED FROM THIS AGREEMENT. 10.4 LIABILITY EXCLUSIONS:. CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT KALLEO AND ITS - - PROVIDERS SHALL NOT BE LIABLE TO CLIENT FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, AND LOSSES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC i. Page.'6 of 9' Kalleo-Technologies l_LC (. (270.)8 4 90136 wwvu.Kalleo,net, � 01. '°I �a . D _00,C) 1 E C II 0 0 L 0 0 1 E S COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES AND SPYWARE. CLIENT FURTHER UNDERSTANDS AND AGREES THAT THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF KALLEO AND ITS PROVIDERS UNDER THIS AGREEMENT, AND THAT CLIENT RELEASES KALLEO AND ITS PROVIDERS FROM ALL OTHER LIABILITY THAT MAY BE AVAILABLE UNDER LAW. IF, NOTWITHSTANDING THE DISCALIMERS AND EXCLUSIONS PROVIDED UNDER THIS AGREEMENT, KALLEO SHOULD BE HELD LIABLE FOR ANY OF CLIENTS' LOSSES OR DAMAGES, IT IS AGREED AND UNDERSTOOD THAT KALLEO'S CUMULATIVE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT OF CHARGES THAT CLIENT HAS PAID TO KALLEO DURING THE LAST SIX (6) MONTHS UNDER THIS AGREEMENT. 10.5 RELEASE: BY AGREEING TO THESE TERMS, CLIENT AFFIRMATIVELY RELEASES KALLEO, AND ITS EMPLOYEES AND PROVIDERS, FROM ANY AND ALL LIABILITY, LOSS OR DAMAGES THAT CLIENT MAY SUFFER AS A RESULT OF ANY DEFECT OR DEFICIENCY IN KALLEO'S SYSTEM OR SERVICES, OR ANY ACT OR OMISSION COMMITED BY KALLEO, OR ITS EMPLOYEES OR PROVIDERS, EXCEPTING, HOWEVER, ANY ACT OR OMISSION THAT CONSTITUTES GROSS NEGLIGENCE OR WILFUL MISCONDUCT. 11. MISCELLANEOUS PROVISIONS 11.1. Notices: Unless specifically noted otherwise, all notices required to be given to a party hereunder shall be sent by documented means to that party at the following address: CLIENT: Brazos County - Attention: Duane Peters 200 South Texas Ave Suite 352 Bryan, TX 77803 Phone: (979) 361-4102 Fax No.: E -Mail: dpeters@brazoscountytx.gov KALLEO: Kalleo Technologies, LLC Attention: Dana Edwards 1127 Broadway St. Paducah, KY 42001 Phone: (207) 9084136 ext 113 Fax No.: (207) 448-5499 E -Mail: dedwards@kalleo.net 11.2. Entire Agreement: This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and all prior.- discussions-, agreements, and understandings of every kind between -the parties are merged herein. 11.3. Assignment: Client may not assign this Agreement, of any of Client's rights and obligations under this Agreement, without Kalleo's prior written consent. 11.4. Severability: If any provision is held invalid, the remaining provisions of the Agreement shall remain in full effect. 11.5. Disputes: This Agreement shall be governed in accordance with the laws of the state of Texas. Any lunresolved dispute shall be brought exclusively in the state court located in Brazos County, Texas or federal court located in Houston, Texas. By execution of the Agreement, each of the parties consent to the exclusive jurisdiction of such courts, and waive their right to -challenge jurisdiction -or -venue in such courts. Each party -also waives their- right to trial by jury. In the event a dispute must be resolved through litigation, the prevailing party shall be entitled to recover the costs and Page 7 4 • t:: � Kalleo Technologies LLC (270)'9Q8 4.1.36 � www.kalleo net C�-__�_. '<-- — -, - -•rte .. ^r1 �`r+.:-^--, •:,..- 'reg.---,-..-_�,.�,.;.�_;i_ _. _ ,- - r .z "a�;''?--: ' - _. ._._i KALLEO O ©. O i E E H N O L OG I E S expenses of the dispute from the other party, including its reasonable attorney fees. 11.6 Independent Contractor: The parties specifically agree that the relationship of Kalleo to Client is that of an Independent Contractor, and Kalleo shall not be entitled to any of the employee benefits provided by Client to its employees. Execution: This Agreement may be executed (by original or faxed signature, or by electronic submission by Client typing his/her name) in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same Instrument. Kalleo Technologies. LLC _ Signature: 'Brazos. unt _ - Signature: Name: John Truitt Name: Duane Peters Title: President Title: V IQ Date: 08/07/2019 = Date: h L,��./rj _ _ � .. :K.S,•.•..'l'..._ _ _...-1m••. ...-.T...-.-.--.-�.-� ._ ^c..T.'.-.._..:-�s;�__ •:fi�•f'; :1 -.irk_... _ _,__ � � ._..� _ _._ - _ -�_ _�_ _ r __ .1 Page 8 of 9� r :, .r h� Kalle'o Technologies LLC. (270).908=4.13'6•f www:kalieo.net 7- ICALLEO T E C I? N 0 L 0 G I E S Addendum A rding Ext. Re6urrinj �orrecTek Spark Cloud,," ,orrecTek Cloud EHR User - Annual Charge $600.00 30 $18.000.0( Recurring Subtotal: $189000.00 i Page §%'O'f9' -...KaIled.Te6hhologids .90§,4136,1 www .kalbeo;net - ---- - - -- r- - - - - - - - ���KACLEo ; �. - . T E C H N O L O G I E S ADDENDUM "B" END USER LICENSE TERMS TERMSAND CONDITIONS REGARDING USE OF MICROSOFT SOFTWARE This document governs the use of Microsoft software, which may include associated software, media, printed materials, and "online" or electronic documentation (individually and collectively, "Products") provided by Kalleo Technologies LLC (hereinafter referred to as "Customer"). Customer does not own the Products and the use thereof is subject to certain rights and limitations of which Customer must -inform -you.- Your right to- use.the;Products is sub ject.to the terms of your agreement with Customer, and to your understanding of, compliance with, and consent to the following terms and conditions, which Customer does not have authority to vary, alter, or amend. 1. DEFINITIONS. "Client Software" means software that is installed on a Device that allows the Device to access or utilize the Products. "Device" means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, "smart phone," server or any other hardware where software can be installed that would allow End User to interact with the product. "End User" means an individual or legal entity that obtains Software Services directly from Customer, or indirectly through a Software Services Reseller. "Redistribution Software" means the software described in Paragraph 4 ("Use of Redistribution Software") below. "Software Services" means services that Customer provides to you that make available, display, run, access, or otherwise interact, directly or indirectly, with the Products. Customer must provide these services from data center(s) through the Internet, a telephone network or a private network, on a rental, subscription or services basis, whether or not Customer receives a fee. Software Services exclude any services involving installation of a Product directly on any End User device to permit an End User to interact with the Product. 2. OWNERSHIP OF PRODUCTS. The Products are licensed to Customer from an affiliate of the Microsoft Corporation (collectively "Microsoft'). Microsoft Products are protected by copyright and other intellectual property rights. Products and other Product elements including but not limited to any images, photographs, animations, video, audio, music, text and "applets" incorporated into the Products are owned by Microsoft or its suppliers. You may not remove, modify or obscure any copyright trademark or other proprietary rights notices that are contained in or on the Products. The Products are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. _ Your possession, access, or use of the Products does not transfer any ownership of the Products or any intellectual property rights to you. 3. USE OF CLIENT SOFTWARE. You may use the Client Software installed on your Devices only in accordance with your agreement with Customer and the terms under this document, and only in connection with the Software Services, provided to you by Customer. The terms of this document permanently and irrevocably supersede the terms of any Microsoft End User License 7 F. C N N 0 I 0 0 I f S Agreement that may be presented in electronic form during the installation and/or use of the Client Software. 4. USE OF REDISTRIBUTION SOFTWARE. In connection with the Software Services provided to you by Customer, you may have access to certain "sample," "redistributable" and/or software development software code and tools (individually and collectively "Redistribution Software"). You may use, copy and/or install the Redistribution Software only in accordance with the terms of your agreement with Customer and this document and/or your agreement with Customer. 5. COPIES. You may not make any copies of the Products; provided, however, that you may (a) make one copy of Client Software on your Device as expressly authorized by Customer; and (b) you may make copies of certain Redistribution Software in accordance with Paragraph 4 (Use of Redistribution Software). You must erase or destroy all such Client Software and/or Redistribution Software upon termination or cancellation of your agreement with Customer, upon notice from Customer or upon transfer of your Device to another person or entity, whichever occurs first. You may not copy any printed materials accompanying the Products. 6. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the Products, except and only to the extent that applicable law, notwithstanding this limitation, expressly permits such activity. 7. NO RENTAL. You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Products to any third party, and may not permit any third party to have access to and/or use the functionality of the Products except for the sole purpose of accessing the functionality of the Products in the form of Software Services in accordance with the terms of this agreement and any agreement between you and Customer. 8. TERMINATION. Without prejudice to any other rights, Customer may terminate your rights to use the Products if you fail to comply with these terms and conditions. In the event of termination or cancellation of your agreement with Customer or Customer's agreement with Microsoft under which the Products are licensed, you must stop using and/or accessing the Products, and destroy all copies of the Products and all of their component parts within thirty (30) days of the termination of your agreement with Customer. 9. NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT. Microsoft disclaims, to the extent permitted by applicable law, all warranties and liability for damages by Microsoft or its suppliers for any damages and remedies whether direct, indirect or consequential, arising from the Software Services. Any warranties and liabilities are provided solely by Customer and not by Microsoft, its affiliates or subsidiaries. 10. PRODUCT SUPPORT. Any support for the Software Services is provided to you by Customer or a third party 'on. Customer's- behalf and is not provided by Microsoft, its suppliers, affiliates or subsidiaries. 11. NOT FAULT TOLERANT. The Products are not fault-tolerant and are not guaranteed to be error free or to operate uninterrupted. You must not use the Products in any application or situation- where ituationwhere the Product(s) failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage ("High Risk Use"). 12. EXPORT RESTRICTIONS. The Products are subject to U.S. export jurisdiction. Customer must comply with all applicable laws including the U.S. Export Administration Regulations, the International Traffic in -Arms Regulations, as well as end-user, end-use and destination restrictions f, KALLEO T E C�-0 N 010 GI ES issued by U.S. and other governments. For additional information, see http://www.microsoft.com/exporting/. 13. LIABILITY FOR BREACH. In addition to any liability you may have to Customer, you agree that you will also be legally responsible directly to Microsoft for any breach of these terms and conditions. 14. INFORMATION DISCLOSURE. You must permit Customer to disclose any information requested by Microsoft under the Customer's Agreement. Microsoft will be an intended third party beneficiary of your agreement with Customer, with the right to enforce provisions of your agreement with Customer and to verify your compliance. Brazos County BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement is entered into as of 8/7/2019 ("Effective Date") by and between Brazos County, a Texas ("Covered Entity"), and Kalleo Technologies, LLC ("Business Associate") in conformity with the Health Insurance Portability and Accountability Act of 1996, and its regulations ("HIPAA"). RECITALS Whereas, the Covered Entity has engaged the services of the Business Associate for or on behalf of the Covered Entity; Whereas, the Covered Entity may wish to disclose individually identifiable health information to the Business Associate in the performance of services for or on behalf of the Covered Entity; Whereas, such information may be Protected Health Information ("PHI") as defined by the HIPAA Rules promulgated in accordance with the administrative simplification provisions of HIPAA; Whereas, the parties agree to establish safeguards for the protection of such information; Whereas, the Covered Entity and Business Associate desire to enter into this Agreement to address certain requirements under the HIPAA Rules; Accordingly, the parties agree as follows: SECTION I — DEFINITIONS 1.1 "Breach" is defined as any unauthorized acquisition, access, use or disclosure of PHI, unless the Covered Entity demonstrates that there is a low -probability -that the PHI has been compromised. The definition of Breach excludes the following uses and disclosures: 1.1.1 Unintentional access by a Covered Entity or Business Associate in good faith and within an employee's course and scope of employment; . 1.1.2 Inadvertent one time disclosure between Covered Entity or ' Business Associate work force members (workforce member means employee, volunteer, trainees, etc. whether paid or unpaid); and 1.1.3 The Covered Entity or Business Associate has a good faith belief that an unauthorized person to whom the disclosure was made would not reasonably have been able to retain the information. - 1 Vol. ��� Pg. 5 1.2 "Business Associate" shall have the meaning given to such term under the HIPAA Rules, including, but not limited to, 45 CFR § 160.103. 1.3 "Covered Entity" shall have the meaning given to such term under the HIPAA Rules, including, but not limited to, 45 CFR § 160.103. 1.4 "Data Aggregation" shall have the meaning given to such term under the HIPAA Rules, including but not limited to, 45 CFR § 164.501. 1.5 "Designated Record Set" shall have the meaning given to such term under the HIPAA Rules, including, but not limited to 45 CFR §164.501.-.. 1.6 "Effective Date" shall be the Effective Date of this amended and restated Agreement. 1.7- "Electronic -Protected Health Information" or "Electronic PHI" shall have the meaning given to such term at 45 CFR § 160.103, limited to information of the Covered Entity that the Business Associate receives, accesses, maintains or transmits in `electronic media on - behalf of the -Covered Entity under the terms and conditions of this Business Associate Agreement. 1.8 "Health Care Operations" shall have the meaning given to such term under the HIPAA Rules, including, but not limited to, 45 CFR § 164.501. 1.9 "HIPAA Rules" shall mean the Privacy, Security, Breach Notification, and Enforcement Rules codified at 45 CFR Part 160 and Part 164. 1.10 "Individual" shall have the meaning given to such term in 45 CFR §160.103 and shall include a person who qualifies as a personal representative _in accordance with 4 -5. --CFR § 164.502(g). 1.11 - "Individually Identifiable Health Information" shall have the meaning given to such term under the HIPAA Rules, including, but not limited to 45 CFR § 160.103. 1.12 "Protected Health Information" or "PHI" means any information; whether oral or recorded in any form or medium: (i) that relates to the past, present or future physical or mental condition of an Individual; the provision of health care to an Individual; or the past, present or future payment for the provision of health care to an Individual; and (ii) that identifies the Individual or with respect to which there is a reasonable basis to believe the information can be used to. identify the Individual, and shall have the meaning given to. such term under the HIPAA Rules, including, but not limited to, 45 CFR § 164.501, (45 CFR § 160.103 and §164,501). - - 1.13 "Protected Information" shall mean PHI provided by the Covered Entity to Business Associate or created or received by Business Associate on Covered Entity's behalf. 1.14 "Required by Law" shall have the meaning given to such phrase in 45 CFR §164.103. 1.15 "Secretary" shall mean the Secretary of the Department of Health and Human Services or his or her designee. 1.16 "Security Incident' shall have the meaning given to such phrase in 45 CFR § 164.304. 1.17 "Unsecured Protected Health Information" shall mean protected health information that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary. (45 CFR § 164.402). SECTION II — OBLIGATIONS AND ACTIVITIES OF THE BUSINESS ASSOCIATE The Business Associate agrees to the following: 2.1 Not to use or further disclose PHI other than as permitted or required by this Business Associate Agreement or as Required by Law; 2.2 To use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to Electronic PHI, to prevent use or disclosure of PHI other than as provided for by this Business Associate Agreement; 2.3 To mitigate, to the extent practicable, any harmful effect that is known to the Business Associate of a use or disclosure of PHI by the Business Associate in violation of the requirements of this Business Associate Agreement; 2.4 To report to the Covered Entity any use or disclosure of PHI not provided for by this Business Associate Agreement of which it becomes aware, including any Security Incident of which it becomes aware; 2.5 In accordance with 45 CFR §§164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any agent, including a subcontractor, that creates, receives, maintains, or transmits PHI on behalf of the Business Associate agrees in writing to the same restrictions, conditions and requirements that apply to the Business Associate with respect to such PHI; 2.6 To provide access, at the request of the Covered Entity, and in the time and manner designated by the Covered Entity, to PHI in a Designated Record Set, to the Covered Entity or, as directed by the Covered Entity, to the Individual or the Individual's designee as necessary to meet the Covered Entity's obligations under 45 CFR 164.524; provided, however, that this Section 2.6 is applicable only to the extent the Designated Record Set is maintained by the Business Associate for the Covered Entity; 2.7 To make any amendment(s) to PHI in a Designated Record Set that the Covered Entity directs or agrees to pursuant to 45 CFR §164.526 at the request of the Covered Entity or an Individual, and in the time and manner designated by the Covered Entity; provided, however, that this Section 2.7 is applicable only to the extent the Designated Record Set is maintained by the Business Associate for the Covered Entity; 2.8 To make internal practices, books and records, including policies and procedures on PHI, relating to the use and disclosure of PHI received from, or created or received by the Business Associate on behalf of, the Covered Entity available to the Covered Entity, or at the request of the Covered Entity to the Secretary, in a time and manner designated by the Covered Entity or the Secretary, for purposes of the Secretary's determining the Covered Entity's and the Business Associate's compliance with the HIPAA Rules; 2.9 To document such disclosures of PHI and information related to such disclosures as would be required for the Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528; 2.10 To provide to the Covered Entity or an Individual, in a time and manner designated by the Covered Entity, information collected in accordance. with Section 2.9 of this Business Associate Agreement, to permit the Covered Entity to respond to a request by an accounting of disclosures of PHI in accordance with 45 CFR 164.528; 2.11 That if it creates, receives, maintains, or transmits any electronic PHI (other than enrollment/disenrollment information and Summary Health Information, which are not subject to these restrictions) on behalf of the Covered Entity, it will implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic protected health information, and it will ensure that any agents (including subcontractors) to whom it provides ' such electronic PHI agrees to implement reasonable and appropriate security measures to protect the information. The Business Associate will report to Covered Entity any Security Incident of which it becomes aware; 2.12 To ensure that the provisions of this Section are supported by reasonable and appropriate security measures to the extent that the designees have access to electronic PHI; 2.13 To retain records related to the PHI hereunder for a period of six (6) years unless the Business Associate Agreement is terminated prior thereto. In the event of termination of this Business Associate Agreement, the provisions of Section V of this Business Associate Agreement shall govern record retention, return or destruction; 2.14 Implement administrative safeguards in accordance . with 45 CFR §164.308, physical safeguards in accordance with 45 CFR § 164.310, technical safeguards in accordance with 45 CFR § 164.312, and policies and procedures in accordance with 45 CFR § 164.316; 2.15 To notify the Covered Entity of a Breach of Unsecured PHI as soon as practicable, but in no case later than 60 calendar -days, after the discovery of such -Breach in accordance with 45 CFR § 164.410..A Breach shall be treated as discovered.as of the.first day on which such Breach is known, or by exercising reasonable diligence would have been known, to any person, other than the person, committing the Breach, who is an employee, officer, or agent of Business Associate. The notification shall include, to the extent possible, the identification of each Individual whose Unsecured PHI has been, or is reasonably believed by Business Associate to have been, accessed, acquired, used, or disclosed during the Breach. In addition, Business Associate shall provide the Covered Entity with any other available information that the Covered Entity is required to include in the notification to the individual under 45 §CFR 164.404(c); and 4 Vol. q'7 Pg. CQ 2.16 To the extent Business Associate is to carry out one or more of the Covered Entity's obligations under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligations. SECTION III — THE PARTIES AGREE TO THE FOLLOWING PERMITTED USES AND DISCLOSURES BY THE BUSINESS ASSOCIATE: 3.1 Business Associate agrees to make uses and disclosures and requests for PHI consistent with the Covered Entity's minimum necessary policies and procedures. 3.2 Except as otherwise limited in this Business Associate Agreement, -the Business Associate may use or disclose PHI to perform functions, activities or services for, or on behalf of, the Covered Entity as specified in the Agreement, provided than such -use or disclosure would not violate the HIPAA Rules if done by the Covered Entity; and 3.3 Except as otherwise limited in this Business Associate Agreement, the Business Associate may: a. Use for management and administration. Use PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate; and b. Disclose for management and administration. Disclose PHI. for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate; provided that -disclosures are Required by Law, or the Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and will be used or further disclosed only as Required by Law or for the purposes for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. SECTION IV — NOTICE OF PRIVACY PRACTICES 4.1 The Covered Entity shall (a) provide the Business Associate with -the notice of -privacy practices that the Covered Entity produces in accordance with 45 CFR § 164.520, as well as any changes to such notice; (b) provide the Business Associate with any changes in, or revocation of, permission by an Individual to use or disclose PHI, if such changes affect the Business Associate's permitted or required uses and disclosures; _(c) notify the Business Associate of any restriction to the use or disclosure of PHI that the Covered Entity has agreed to in accordance with -45 CFR §164.522, to the extent that such restrictions may affect the Business Associate's use or disclosure of PHI; and (d) not request the Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Standards if done by the Covered Entity, except as set forth in Section 3.2 above. SECTION V — BREACH NOTIFICATION REQUIREMENTS 5.1 With respect to any Breach, the Covered Entity shall notify each individual whose Unsecured Protected Health Information has been, or is reasonably believed by the Vol. pa a �.— P9• � 9 Covered Entity to have been, accessed, acquired, used, or disclosed as a result of such Breach, except when law enforcement requires a delay pursuant to 45 CFR § 164.412: a. Without unreasonable delay and in no case later than 60 days after discovery of a Breach. b. By notice in plain language including and to the extent possible: 1) A brief description of what happened, including the date of the Breach and the date of the discovery of the Breach, if known; 2) A description of the types of Unsecured Protected Health Information that were - involved in the Breach (such as whether full name, social security number, date of birth, home address, account number, diagnosis, disability code, or other types of information were involved); 3) Any steps individuals should take to protect themselves from potential harm resulting from the Breach; 4) A brief description of what the Covered Entity involved is doing to investigate the Breach, to mitigate harm to individuals, and to protect against any further Breaches; and 5) Contact procedures for individuals to ask questions or learn additional information, which shall include a toll-free telephone number, an e-mail address, web site, or postal address. c. Use a method of notification that meets the requirements of 45 CFR § 164.404(d). d. Provide notice to the media when required under 45 CFR § 164.406 and to the Secretary pursuant to 45 CFR § 164.408. SECTION VI — TERM AND TERMINATION 6.1 Term. The term of this Business Associate Agreement shall be effective as of the date set forth above in the preamble and shall terminate when all of the PHI provided by the Covered Entity to the Business Associate, or created or received by the -Business Associate -on behalf of the Covered Entity, is destroyed or returned to the Covered Entity, or, if it is infeasible to return or destroy PHI, protections. are extended to such information, in accordance with the termination provisions in this Section. 6.2 Termination for Cause. Upon the Covered Entity's knowledge of a material breach of this Business Associate Agreement by the Business Associate, the Covered Entity shall provide an opportunity for the Business- Associate to cure the breach- or end the -violation. - The Covered Entity. shall terminate this Business Associate Agreement and the .Services . _ Agreement if the Business Associate does not,cure the breach or, end the violation within the time specified by the Covered Entity, or immediately terminate this Business Associate Agreement if cure is not possible. If the Business Associate fails to cure a breach for which cure is reasonably possible, the Covered Entity may take action to cure the breach, including but not limited to obtaining an injunction- that will prevent _further improper„use or_ disclosure of PHI. Should such action be taken, the Business Associate agrees to indemnify the Covered Entity for any costs, including court costs and attorneys' fees, associated with curing the breach. Von. aq7 Pg.�2Z Upon the Business Associate's knowledge of a material breach of this Business Associate Agreement by the Covered Entity, the Business Associate shall provide an opportunity for the Covered Entity to cure the breach or end the violation. The Business Associate shall terminate this Business Associate Agreement if the Covered Entity does not cure the breach or end the violation within the time specified by the Business Associate, or immediately terminate this Business Associate Agreement if the Covered Entity has -breached a material term of this Business Associate Agreement if cure is not reasonably possible. 6.3 Effect of Termination. a. Return or Destruction. of PHI.. .-Except.-as provided --in- Section. 6.3(b), upon termination of this Business Agreement, for any reason, the Business Associate shall return, or if agreed to by the Covered Entity; destroy all PHI received from the Covered Entity, or created or received by the Business Associate on behalf of the Covered Entity. This provision shall apply to PHI that is in the possession of subcontractors br agents of the Business Associate. The Business Associate shall retain no copies of PHI. b. Return or Destruction of PHI Infeasible. In the event that the Business -Associate determines that returning or destroying PHI is infeasible, the Business Associate shall provide to the Covered Entity notification of the - conditions that make . return 'or destruction infeasible. Upon mutual -agreement of the parties that return or destruction of the PHI is infeasible, the Business Associate shall extend the protections of this Business Associate Agreement to such PHI and limit f u-ther uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as the Business Associate maintains such PHI. In addition, the Business Associate shall continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to Electronic PHI to prevent use or disclosure of the PHI, for as long as the Business Associate retains the PHI. SECTION VII — GENERAL PROVISIONS 7.1 Regulatory references. A reference in this Agreement to the HIPAA Rules or a section in the HIPAA Rules means that Rule or Section as in effect or as amended from time to time. 7.2 Compliance with law. In connection with its performance under this Agreement, Business Associate shall comply with all applicable laws, including but not limited to laws protecting the privacy personal information about individuals. 7.3 Amendment. The Parties agree to take such action as is necessary to amend this Business Associate Agreement from time to time as is necessary. for compliance with the requirements of the HIPAA Rules and any other -applicable -law. 7.4 Indemnification by Covered Entity. Covered Entity agrees to indemnify, defend and hold harmless the Business Associate and its employees, directors,. officers, subcontractors,-- agents ubcontractors -agents or other members of its workforce, each of the foregoing hereinafter referred to as . "Indemnified Party," against all actual and direct losses suffered by the Indemnified Party and all liability to third parties arising from or in connection with Covered Entity's breach 7 Vol. aq`7 Pg. -a71 of Section 4.1 of this Business Associate Agreement. Accordingly, on demand, Covered Entity shall reimburse any Indemnified Party for any and all actual and direct losses, liabilities, fines, penalties, costs or expenses (including reasonable attorneys' fees) which may for any reason be imposed upon any Indemnified Party by reason of any suit, claim, action, proceeding or demand by any third party which results for Covered Entity's breach hereunder. Covered Entity's obligation to indemnify any Indemnified Party shall survive the expiration or termination of this Agreement for any reason. 7.5 Indemnification by Business Associate. Business Associate agrees to indemnify, defend and hold harmless the Covered Entity and its employees, directors, officers, subcontractors, agents or other members of its workforce, each of the foregoing hereinafter -referred to. as "Indemnified Party," against all actual and direct losses suffered by the Indemnified Party and all liability to third parties arising from or in connection with Business Associate's breach of Section 2 of this Business Associate Agreement. Accordingly, on demand, Business Associate shall reimburse any Indemnified Party for any and all actual and direct losses, liabilities, fines, penalties, costs or expenses (including reasonable attorneys' fees) which may for any reason be imposed upon any Indemnified Party by reason of any suit, claim, action, proceeding or demand by any third party which results for Business Associate's breach_ hereunder. The obligation to indemnify any Indemnified Party shall survive the expiration or termination of this Agreement for any reason. 7.6 Survival. The respective rights and obligations of Business Associate under Section Two of this Business Associate Agreement shall survive the termination of this Agreement. 7.7 Interpretation. Any ambiguity in this Business Associate Agreementshall be resolved to permit Covered Entity to comply with the HIPAA Rules. This Agreement shall be governed by and construed in accordance with Arkansas law without regard to its conflict of law principles. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the Effective Date as defined here above. Business Associate By: By: i Title: L, Q Title: President Date: Z v 4 Date: 8/7/2019 opo A LL N N 44 O O QN CO 0 O. R 0 M M ONO 4N0 nM I N N o N M n In= N N ~ N C_ S z pp W N E M N N N M O N N �n-I ri m N N OO 01 O u a N N N N O VD N a Q QN u1 'No to M m N S 10 Ono A N a MLn W d VI 2 M G A R A C Q Q L LlJ 7 C C C to � ✓ ee{{ n �� O �= o n U UJ Ln 0 ? S C; m r4 Lon ✓ c m O N Lmj r4 to M N N N U v C ti O N L U Qi Lu C pp O O pp t 'iLn O a .Ni n E a OD 1fl n o ..N I^ I. N o e uni _ N r1 .�-- 1 46 N N O � a LL o a r o .. p ^ mto m, N- ei m L Y J 9 d N IA. Y ea mm m N�0 � s a° m V C E V m s O m 3 ai a `o c O pd, E u 2 V 0 o 'd` d O C 20 c C 7 d ELL a = a -E d � O c�E�ddo°Jp E o o �'°CEda �.°'0 E a O! U H Ii N LL G La N 94 M O LA 3. • Lexis Advance® Subscription Agreement for State/LocalLex-IsNexis Government (New Subscriber Version) "Subscriber" Name: Brazos County District Attorney Account Number: 424ZYXCWK "LN": LexisNexis, a division of RELX Inc. 1. Subscription Agreement = LexisNexis, a division of RELX Inc. ("LN") grants Subscriber a non-exclusive, non -transferable limited license to access and use Lexis Advance® and the materials available therein ("Materials") pursuant to terms set forth in the.LexisNexis General Terms and Conditions ("General Terms") and the pricing set forth in the Price Schedule ("Price Schedule") (the General Terms together with the Price Schedule is collectively referred to as the "Subscription Agreement"), both of which are incorporated herein by reference. Subscriber may view and print the Subscription Agreement at: hftoalwmu;'Iexisne)Cfs.com/terms/LACommerdial-2., 2. Certification 2.1 Subscriber certifies that the number of government professionals in Subscriber's organization is as set forth below. A "Government Professional User" is defined as an attorney, judge, librarian, researcher, investigator or analyst who is employed by the Subscriber. I Number of Government Professional Users: 2.2 A "Support Staff User' is defined as a person who supports the Government Professional, User, including, but not limited to: paralegals, interns, legal secretaries or other administrative support members. Up to 3 ID's may be issued to support staff for each Government Professional User accounted for above. Number of Support Staff Users: 2.3 Each LN ID must be issued for individual use by the Government Professional User or Support Staff User,, 2.4 If Subscriber, at the time of signing this Agreement has 11 or more Government Professional Users, then Subscriber is required to notify LN if the number of Government Professional Users falls below 11. Subscriber shall, within 30 days of the staffing change, nofify LN in writing. 2.5 Subscriber acknowledges that the pricing and menus provided to Subscriber in this Agreement depend in part on the number of Government Professional Users in Subscriber's organization. Subscriber certifies that as of the date Subscriber signs this Agreement there are the number of Government Professional Users in Subscriber's organization (the "Reference Number") as Subscriber has specified above. (i) At LN's request from time to time, Subscriber will certify in writing the then -current Reference Number. (ii) If there is a change in the Reference Number during the Term, LN may, in its solediscretionon_ at least 30 days prior written notice to Subscriber, increase or decrease the Monthly Commitment by an amount that does not exceed, on a percentage basis, the change in the Reference Number. 3. Lexis Advance Product and Charges 3.1 This Section 3 amends the Subscription Agreement with respect to the Lexis Advance product offering -described below. - The term of Subscriber's commitment for the Lexis Advance product offering will begin upon the date Subscriber's billing account ("Account Number') is activated ("Activation") and will continue for the last period set -forth in Section 3.2 below (the "Committed Term"). Subscriber may not terminate this Agreement under Section 5.2 of the. General. Terms during the. Committed Term. In addition, Subscriber may terminate this Agreement during the Committed Term for a material breach by LN that remains uncured for more than 30 days after LN receives written notice from Subscriber identifying a specific breach. ND. SLGovt-LexlsAdvance-SubAgt-Mar2018 ID#4836-4404.6431 ® 2015 LexisNexis. All rights reserved. Page 1 of 5 von.a�p�. a7 If Subscriber terminates this Agreement pursuant to this Section, then Subscriber will pay all charges incurred up to the date of termination. 3.2 In exchange for access to the Lexis Advance Content, Feature and/or Service set forth in Section 3.1 above, Subscriber will . a :: to LN the following, amount (the 'MonthIV Commitment" during the periods set forth -below. t ys R J i%!. �i z:;. CbY 0+5" �SµF f ! . 14 '?�„Y tV' v 1 SC FJi�r �. ! I ! f + .a. .1 ' S x�. - tr I Sari' a 1J4 4 1�. `If"',�•.� �i c., ti�i_i�lt .Cotnmitti9d,Tefm.r�Month) „Cbtiriinitinedt. *sr=, Product SKU Number Number of Users National Primary Enhanced 1011511 24 Texas Practice Library 1010629 24 All Briefs, Pleadings, and Motions 1010612 24 All Legislative Bill Histories 1509667 24 Texas Jurisprudence 1011496 24 Q See attached Rider No. 1 for additional Content & Features 3.2 In exchange for access to the Lexis Advance Content, Feature and/or Service set forth in Section 3.1 above, Subscriber will . a :: to LN the following, amount (the 'MonthIV Commitment" during the periods set forth -below. t ys R J i%!. �i z:;. CbY 0+5" �SµF f ! . 14 '?�„Y tV' v 1 SC FJi�r �. ! I ! f + .a. .1 ' S x�. - tr I Sari' a 1J4 4 1�. `If"',�•.� �i c., ti�i_i�lt .Cotnmitti9d,Tefm.r�Month) „Cbtiriinitinedt. *sr=, .9/11/19 - 2/29/20 $287.00 3/1/20 - 8/31/20 $1434.00 9/1/20-8/31/21 $1478.00 ,911/21 - 8/31/22 $1522.00 9/1/22 -8/31/23 $.1567.00 3,3 During the Term, LN may make content and features available to Subscriber that are not included in the Lexis Advance Content described above which will be offered to Subscriber at an additional charge ("Alternate Materials"). Subscriber will be under no obligation to access and use the Alternate Materials, or to incur additional fees beyond the Monthly Installment If Subscriber elects to access the Alternate Materials by initialing below, Subscriber will be notified that additional charges will apply before the Alternate Materials is displayed. If Subscriber proceeds to access the Alternate Materials, Subscriber will pay the then current, transactional charge(s) for the Altemate Materials that is displayed at the time of access. Subscriber elects access to the Alternate Materials (Initial) 3.4 Use of Lexis Advance under this Agreement is available to Subscriber and its Authorized Users (defined in the General Terms). 3.5 LN may temporarily suspend access to Lexis Advance until all unpaid amounts are paid in full. No claims directlyor indirectly related to this Agreement with respect to amounts billed or payments made under this Agreement may be initiated by Subscriber more than 6 months after such amounts were first billed to Subscriber. 4. Closed Offer The prices and other terms are subject to change if Subscriber has not submitted a signed original or copy on or before 5. Confidential Information Subject to any state open records or freedom of information statutes, this Agreement contains confidential pricing information of LN. Subscriber understands that disclosure of the pricing information contained herein could cause competitive harm to LN, and will receive and maintain this Agreement in trust and confidence and take reasonable precautions against such disclosure to any third person. This Section 5 will survive the termination or expiration of this Agreement. ND: SLGovt-LexisAdvance-SubAgt-Mar2018 ID# 4838.4404-6431 02015 LeAsNexis. All rights reserved. Page 2 of 5 6. Support and Training During the Term, Subscriber, with the support of LN, agrees to encourage the effective use of Lexis Advance through: (a) Meaningful participation in additional ongoing programs presented by LN to update and train Authorized Users; (b) Authorize the periodic distribution of memos or other communications by LN and/or Subscriber to Authorized Users; and (c) The periodic review with LN of Subscriber's.Authorized User's use of materials and training under this Agreement 7. Miscellaneous 7.1 This Agreement does not bind either party until it has been accepted by both parties. Subscriber may accept this Agreement by signing below. LN will accept this Agreement by providing Subscriber with access to Lexis Advance or by signing below. 7.2 If Subscriber Issues a purchase order in connection with the Agreement, Subscriber acknowledges and agrees that the purchase order shall be for Subscribers internal purposes only and shall not modify or affect any of the other terms or conditions for access to the Online Services. LEXISNDOS WILL NOT ACCEPT ANY CHANGES, CORRECTIONS OR ADDITIONS TO THIS AGREEMENT UNLESS SUCH CHANGES ARE EXPRESSLY ACCEPTED BY LN IN WRITING. SUCH CHANGES WILL HAVE NO LEGAL EFFECT. AGREED TO AND ACCEPTED BY: Subscriber: Brazos County District Attorney MUST BE COM ETEUBVZVBsQCR113ER] Authorized Subscriber Signature: Printed Name: Ll�.• �. �� ��,� Job Title: Q 11.1 N Date: LeXISNexIS, a division of RELX Inc. COMPLETED BY LExisNbasl' Authorized Signature: Name: Josh ROSIan Job Title: Pking-.Analyst Date: ND: SLGovt-LexlsAdvandeSutu4gt Ma2018 ID# 4838.4404-8431 © 2015 LexisNexis. All rights reserved. Page 3 of 5 �Io�. @T7. Py- a7p CUSTOMER INFORMATION •(Please type'or print): Organizat on Name: (Full Legal Name Brazos County District Attorney Billing Frequency: ❑ Monthly XAnnually Physical Address Invoice Address Street Address: =�00 e. 2k4 -h G5-. /L00 S. IZIMS AUG , Cd tA& 0 0 City: ' A Y) Kaitlyn Nachlinger State: knachlinger@brazoscountytx.gov TY. zip: �'1 X03 '1'1803 County: Jarvis Parsons 9793614320 Telephone: °0'Iq-3a�—�JZp Fax: Telephone - SuperAdmin: Parent Company: if an /icable .Type of'Orcranization: ❑ Legislative Professional User: n/a Support Staff: n/a Bar No: n/a Date Issued/Expiration Date: n/a ❑ Judicial ❑ Executive Practicing Area of Law: n/a Employer Identification Number. n/a Issuing State: n/a Organization Web Address: n/a Tax Exempt: ❑ Yes (attach Sales Tax Exemption Certificate) MSA: ❑ Yes ® No ❑ No Tax ID No: State Contract No: n/a (If applicable) PO No: n/a - (If applicable) Contacts: NM SLGovt-Le9fsAdvanoe-SubAgt-Mar2018 ID# 4838.4404-8431 ® 2015 LexisNexts: All dgMs reserved. Pagee 4.of,5 \�ok. 91L YC, - ajL Name Telephone Email Installation: Jarvis Parsons 9793614320 jparsons@brazoscountytx.gov Billing: Chelesea Burk 9793614320 cburk@brazoscountytx.gov Policy/Legal Kaitlyn Nachlinger 9793614285 knachlinger@brazoscountytx.gov Notification: - . .. Scheduling/Training: Jarvis Parsons 9793614320 jparsons@brazoscountytx.gov Name Telephone - SuperAdmin: Kai tiyn Nachlinger 9793614285. Email- = _ IP Address knach linger@brazoscountytx,gov NM SLGovt-Le9fsAdvanoe-SubAgt-Mar2018 ID# 4838.4404-8431 ® 2015 LexisNexts: All dgMs reserved. Pagee 4.of,5 \�ok. 91L YC, - ajL CUSTOMER'ID INFORMATION (Please type dr'print) ID HOLDERS' NAMES ID HOLDERS' ID HOLDERS' EMAILADDRESSES LOCATION/ADDRESS (additional sheet attached ®) TITLESIPOSITIONS NO: SLGdvt Lex1aAdvanc"ubAgt-Ma2018 ID# 4838-4404.9431 p 2015 LeAsNexis. All fights reserved. Page 5 of 5 \�nk. aq 7 �g .C,1Z I& LexisNexise la Federal/State & Local Government LEXIS FOR MICROSOFT® OFFICE LEXIS ADVANCE@ EDITION ORDER This Lexis for Microsoft Office — Lexis Advance Edition ("Lexis for Microsoft Office") Order ("Order") amends and supplements the terms of the Lexis Advance Agreement (the "Agreement"), previously executed between LexisNexis, a division of RELX Inc. (formerly known as Reed Elsevier Inc.) ("LN") and .Brazos:•County.-Diistrict.Aftorney ("Subscriber"). 1. Term. The term of this Order will begin on the day this Order is executed by Subscriber and will continue until the last Commitment Period set forth below (the "Term"). Notwithstanding the foregoing, this Order shall automatically terminate upon expiration of the Agreement. Although the Term of this Order will start upon execution, Subscriber will not have access to Lexis for Microsoft Office until the following conditions (collectively, the "Requirements") are met: (a) Subscriber meets the Technical Requirements set forth in Section 2; and (b) Lexis for Microsoft Office is installedon- Subscriber's system via one of the installation processes set forth in Section S. 2. Technical Requirements. Lexis for Microsoft Office is proprietary software developed by -LN to integrate -LN content directly within the Microsoft Corporation software applications Microsoft Outlook and Microsoft Word. In order to use Lexis for Microsoft Office, Subscriber must (a) have a paid-up license to the requisite Microsoft Office software; and (b) meet the technical requirements specified on the Lexis for Microsoft Office download site (www.lexisnexis:coiTl/download=lexis-office) for the proper operation of the Software (collectively, the "Technical Requirements"). 3. License. 3.1 LN grants Subscriber a personal, limited, non-exclusive, non -transferable, right to access and use the Lexis for Microsoft Office product indicated in Section 4 below subject to the terms of the Lexis -for Microsoft Office End User License Agreement attached hereto as Exhibit A. LN retains all right, title, and interest in and to Lexis for Microsoft Office, and any intellectual property embodied therein. All access to and use of LN content via Lexis for Microsoft Office shall be subject to the terms set forth in the Subscription Agreement. 3.2 For Contract Companion Software Subscribers Only. Subscriber's access to and use of the Contract Companion software available from Microsystems, a division of Freedom Solutions Group, LLC ("Microsystems") through Lexis for Microsoft Office is conditioned upon (a) Subscriber having a valid subscription to Lexis for Microsoft by way of this Order; and (b) Subscriber's acceptance of the Microsystems terms and conditions which are located at http`//sites:micrbsvgtems.com/policies/euia LMO; and incorporated herein by reference (the "Contract Companion Terms'). Subscriber acknowledges and agrees that its use of the Contract Companion software is subject to the Contract Companion Terms and that the Contract Companion Terms form an independent agreement between Subscriber and Microsystems. Microsystems is a third party beneficiary of this Order. 4. Lexis for Microsoft Office Platform, Menus, Monthly Software Charges, Functionality Charges. 4.1 In exchange for Subscriber's monthly payment to LN of the Lexis for Microsoft Office Monthly Software Charges amount set forth below, Subscriber will be provided.with the -Lexis for Microsoft Office features and content indicated below during the Commitment Period ("Your Subscribed Product"). Access to Lexis for Microsoft Office shall be limited to the number of Authorized Users set forth below. LEXIS FOR MICROSOFT OFFICE Optional Contract Companion software— Check'if applicable ❑ (Offering 1511821) "COMMITMENT PERIOD" NUMBER OF AUTHORIZED NUMBER OF AUTHORIZED USERS "TOTAL LEXIS FOR "TOTAL CONTRACT USERS OF LEXIS FOR OF LEXIS FOR MICROSOFT OFFICE MICROSOFT OFFICE MONTHLY COMPANION MONTHLY MICROSOFTOFFICE —WITH DOCUMENT TOOLS SOFTWARE CHARGE" SOFTWARE CHARGES" (Offering 1000362) (Offering 1.000761 9/1119 - 8/31/20 2 $50 $ 9/1120 - 8/31121 2 $52 $ 911/21- 8/31/22 2 $54 $ ND: SLGovt-FedGovt-LexisMicrosoftOfficeAdm-LexisAdvance-Octt2o16 ' '02016 LexlsNexfs. All rights reserved. IN 48233283-2826 Pae 1 �01. aGZ Qg. a7 9/1/22 - 8/31123 2 $56 $ $ $ 4.2 For purposes of this Order, the term "Authorized User" shall have the meaning set forth in the Agreement. LN will monitor the number of Authorized Users of Lexis for Microsoft Office. In the event that the average monthly users in any three month period exceeds the greater of 5 Authorized Users or 105% of the Authorized Users set forth above, LN may adjust the Lexis for Microsoft Office. Commitment upon written notice to Subscriber effective. as of the first day of the following month to reflect the current number of users. Additionally, Subscriber will --certify in writing the then=current number of Authorized Users of Lexis for Microsoft Office at LN's request from time to time. 5. Installation. In order to access Lexis for Microsoft Office, Lexis for Microsoft Office must be installed on Subscriber's system via one of the following installation -methods: (Subscriber to check its election(s) below.) Standard Implementation — In a Standard Installation, LN does not perform any installation services and LN's proprietary technology which allows enrichment of Subscriber's content is not installed behind Subscriber's firewall. In a standard implementation installation, Subscriber will not receive any transfer of tangible personal property, nor will there be any electronic transfer or software to the Subscriber in an Individual Desktop Installation. All standard installations will be implemented through electronic retrieval by Subscriber of the software that is hosted by the LN website. Subscriber will download the software from the LN website at an individual desktop level by individual users or on a network level by an IT administrator. By electing this option, Subscriber acknowledges and agrees that the Microsoft Word documents and Microsoft Outlook emails ("Subscriber's Work") that it selects to be analyzed by Lexis for Microsoft Office will momentarily leave Its environment and will be sent to LN to be marked/tagged/indexed. LN represents and warrants that all such processing of Subscriber's Work will happen machine -to -machine, without human intervention (similar to a lexis.com search) and LN will not store, review, or retain Subscriber's Work beyond the time required, for processing (1,e., LN will not store Subscriber's Work in any.back up logs, server logs, etc.). There are no installation charges for this option and no separate integration services agreement. In selecting this option, -Subscriber -must further define the method of deployment: ® Individual Desktop Installation - Lexis for Microsoft Office will be downloaded from the LN website on an individual desktop basis ❑ Subscriber Network Installation - Lexis for Microsoft Office is downloaded from the LN website and Subscriber distributes the Software to multiple desktops or on an organization -wide basis ❑ "Installation for existing Lexis® Search Advantage Subscriber — If Subscriber currently subscribes to Lexis® Search Advantage, LN and Subscriber will execute a new Statement of Work to Subscriber's existing Lexis® Search Advantage Agreement to document the additional integration services that will be necessary to integrate Lexis for Microsoft Office and Lexis® Search Advantage within Subscriber's environment. ❑ Custom Installation — In a custom installation, LN performs professional services work beyond providing instructions and general guidance for downloading Lexis for Microsoft Office. Professional services rendered by -LN -may include, but are not limited to, writing custom code to install Lexis for Microsoft Office within Subscriber's environment, installation services at Subscriber's site in order to download and install software on individual desktops and across the enterprise automatically, or specific effort to install the Lexis for Microsoft Office server version within the client environment. The custom installation may include electronic transmissions of computer software and electronic data retrieval of computer software.. . Custom installations may also include "load and leave" deliveries in which LN visits Subscriber's site, installs the software, then takes the physical medium away when finished. The nature.of the -services to be provided to Subscriber, the charges for the custom installation services, and the terms regarding the ND: SLGovt-Fed0ovt-LexisMicrosoftOfficeAdm=LexisAdva6ce-Octt2016"- - 02016-LexIsNexis. All rights reserved. " IN 4823-3283-2826 Page'.2 \W. Qq] ��. -M)0 - services will be documented in a Statement of Work issued against a separate Master Integration Services Agreement to be executed by the parties. A custom installation will not include the transfer of tangible personal property or transfer of title to the Software. 6. Miscellaneous. 6.1 In the event of any conflict between the terms of this Order and the attached Exhibit A, the terms of this Order shall control. 6.2 Except as expressly modified by this Order, all other terms and conditions of the Agreement will remain in full force and effect and will be unaffected by this Order. In the event of a conflict or inconsistencies between the Agreement and this Order, this Order will control. The Agreement and this Order represent the entire agreement between the parties with respect to Lexis for Microsoft Office. All prior agreements, proposals, purchase orders, representations, promises or understandings, whether oral or in writing, concerning Lexis for Microsoft Office are superseded in their entirety by this Order. LN's acceptance of the terms of this Order shall be evidenced by its signature below or by LN providing Subscriber access to Lexis for Microsoft Office. AGREED TO AND ACCEPTED BY: rano ounty ID ttorney SUBSCRIB BY: NAME:. U `C' TITLE: N6 DATE: O /.Z,, 6 LexisNexi/s, a division of R�E`LX Inc. BY:. NAME: Josh Roslan TITLE: Pricing Analyst- DATE: p ND: SLGovt-FedGovt-LexlsMicrosoftOficeAdm-LexisAdvance-OCtt2016 ® 2016 LexisNexis. All rights reserved. ID# 4823-3283-2826 Page 3 �o\. ;62 Py. Name Lexis fof Microsoft -Office Access Subscriber Implementation information IT Administrator Name: Eric Caldwell IT Administrator Address: 300 E. 26th St. Bryan, TX 77803 IT Administrator Phone Number. 9793614310 IT Administrator Email Address: eca1dwd11@brazosc6udtytx.gdv Location of Primary Data Center(s) ❑ Lexis for Microsoft Office or Subsetber User Locations Percentage of Users (%) (City, State Bryan, TX 100% ❑" Lexis for Microsoft -Office or ❑ Lexis For Microsoft Office — With Document Tools ❑ Lexis for Microsoft Office or ❑ Lexis For Microsoft Office = With Document Tools ❑ Lexis for Microsoft Office or ❑ Lexis For Microsoft Office — With Document Tools ❑ Lexis for Microsoft Office or ❑ Lexis For Microsoft Office — With Document Tools ❑ Lexis for Microsoft Office or ❑ Lexis For Microsoft Office —With Document Tools ❑ Lexis forMicrosoft Office or ❑ Lexis For Microsoft Office —With Document Tools ❑ Lexis for Microsoft Office or ❑ Lexis For Microsoft Office — With Document Tools ❑ Lexis for Microsoft Office or LI'Lexis For Microsoft Office — With Document Tools ❑ Lexis forMicrosoft Office or ❑ Lexis For Microsoft Office —With Document Tools Name Lexis fof Microsoft -Office Access -Douglas Howell for Microsoft -Office or ®'Lexis For Microsoft Office —With Document Tools EOLexls Nathan Wood for Microsoft Office or ® Lexis For Microsoft Office—With Document Tools for Microsoft Office or ❑ Lexis For Microsoft Office — With Document Tools for Microsoft Office or ❑ Lexis For Microsoft Office — With Document Tools ❑ Lexis for Microsoft Office or ❑ Lexis For Microsoft Office — With Document Tools ❑ Lexis for Microsoft Office or ❑ Lexis For Microsoft Office—With Document Tools ❑ Lexis for Microsoft Office or ❑ Lexis For Microsoft Office — With Document Tools ❑" Lexis for Microsoft -Office or ❑ Lexis For Microsoft Office — With Document Tools ❑ Lexis for Microsoft Office or ❑ Lexis For Microsoft Office = With Document Tools ❑ Lexis for Microsoft Office or ❑ Lexis For Microsoft Office — With Document Tools ❑ Lexis for Microsoft Office or ❑ Lexis For Microsoft Office — With Document Tools ❑ Lexis for Microsoft Office or ❑ Lexis For Microsoft Office —With Document Tools ❑ Lexis forMicrosoft Office or ❑ Lexis For Microsoft Office —With Document Tools ❑ Lexis for Microsoft Office or ❑ Lexis For Microsoft Office — With Document Tools ❑ Lexis for Microsoft Office or LI'Lexis For Microsoft Office — With Document Tools ❑ Lexis forMicrosoft Office or ❑ Lexis For Microsoft Office —With Document Tools ❑ Lexis for Microsoft Office or- ❑ Lexis For Microsoft Office — Wdh Document Tools ❑'Lexis iorMicrosoft Office or ❑ Lexis For Microsoft Office —With Document Tools ❑ Lexis"for Microsoft Office or []'Lexis For Microsoft Office —With Document Tools ❑.Lexis for Mlcrosoft Office or ❑ Lexis For Microsoft Office — With Document Tools ❑ Lexis forMicrosoft Office or ❑ Lexis For Microsoft Office —With Document Tools ❑ Lexis for Microsoft Office or ❑ Lexis For Microsoft Office — With Document Tools ❑ Lexis for Microsoft Office or ❑ Lexis For Microsoft Office — With Document Tools ❑ Lexis forMicrosoft Office or ❑ Lexis -For Microsoft Office — With Document Tools ❑ Lexis W Microsoft Office or ❑ Lexis For Microsoft Office — With Document Tools ❑ Lexis forMicrosoft Office or ❑ Lexis For Microsoft Office—With Document Tools Lexis forMicrosoft Office or ❑ Lexis For Microsoft Office — Wdh Document Tools ❑ Lexis for Microsoft Office or ❑ Lexis For Microsoft Office — With Document Tools ND: SLGovt FedGovt-LexisMicrosoftOtficeAdm-LexisAdvence-Octt2016 © 2016 LexisNexis. All rights reserved. ID#4823-3283-2826 Pa e4 - ,i jr6rN ►` • 1 �� EXHIBIT A LEXIS® FOR MICROSOFT® OFFICE END USER LICENSE AGREEMENT 1. SUBSCRIPTION LICENSE GRANT. a. Subject to the terms and conditions of this Lexis® for Microsoft® Office End User License Agreement (this "EULA"), LexisNexis, a division of RELX Inc. ("LN") grants you a personal, limited, nonexclusive, non -transferable license to access and use the Lexis® for Microsoft® Office software product (the "Software") set forth in the agreement between you and LN for access to the Software (the "Order"). Use of the Software is subject to the terms set forth in the Order including the number of Authorized Users and time period ("Term") set forth in the Order. b. Restrictions and Prohibitions on Use. Except as expressly permitted by Section 1(a), or upon the express prior written consent of IN, you may not, nor permit others to: (1) copy, print, republish, display, transmit, distribute, sublicense, sell, rent, lease, loan, or otherwise make available in any form or by any means (including electronic media now existing or hereafter developed), all or any substantial portion of the Software;- (2) provide anyone. other than your Authorized Users access to the Software or any portions thereog(3) use the Software to develop, or as a component of, an information storage or retrieval system, database, info -base, or similar information resource (in any media now existing or hereafter developed), including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism;(4) create compilations or derivative works of the Software;(5) make any portion of the Software available through any timesharing system, service bureau, the Intemet, .or any other technology now existing or developed in the future;(6) remove, change, or obscure any copyright notice or other proprietary notice or terms of use contained in the Software; (7) remove, disable, or defeat any functionality of the Software; or (8) upload content in the Software (through the Notes feature or otherwise) that is defamatory, libelous, pornographic or obscene, unless such content is reasonably related to professional responsibilities. In addition, Authorized Users are strictly prohibited from uploading content to the Software that is considered protected health information under the Health Accountability and Portability Protection Act of 1996 (HIPAA) or the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH). c. Electronic Documents. Solely with respect to the electronic documents included with the Software (e.g., the electronic version of the user guide), you may only make as many copies as reasonably necessary for each Authorized User (either in hard copy or electronic form), provided that such copies shall be used only for your sole use and are not republished or distributed to any third ply. d. Third Party Materials. The use of some third -party materials included in the Software may be subject to other terms and conditions typically found in a separate software agreement or "Read Me" file located in or near such materials 2. COPYRIGHT. IN and its third party licensors and developers hold exclusive ownership of the Software and all intellectual property rights embodied therein, including copyrights and valuable trade secrets incorporated in the Software's design and coding methodology. The Software is protected by United States and international copyright laws and international treaty provisions. This EULA does not grant you any ownership or intellectual property rights in the Software. Upon expiration of the Term, you will not have the right to continue using the Software and will promptly remove all copies of the Software from your systems. 3. REVERSE ENGINEERING. You agree that you will not, nor will you permit others to attempt to: (i) modify or translate the Software; (ii) decompile or disassemble the Software, (iii) create derivative works based on the Software; (iv) merge the Software with or into another product not approved for use by IN (excluding Microsoft Office); or (v) copy the Software except as expressly permitted by this EULA. 4. SOFTWARE SUPPORT. 4.1 As part of your subscription to the Software, LN will provide the following support and maintenance for the Software during the Term ("Support Services"): (a) Product Support. LN will provide telephonic product support services for the Software 24x7x365 days. (b) Software Problem Resolution. If you report to LN that the Software does not function according to the user -level documentation for the Software ("Software Problem") and otherwise comply with Section 5 YOUR RESPONSIBILITIES, LN will investigate the Software Problem within a reasonable time after -receiving proper notice from you, and sufficient information to identify the problem. IN will work to correct the Software Problem(s) that can be verified based on the information provided by you utilizing a system that meets the system requirements for the Software. If the investigation confirms the existence of a Software Problem, IN will use_ reasonable efforts to correct the Software Problem which may include. implementing a temporary work -around. If LN, in good faith, determines that the Software Problem results from an error in the applicable user -level documentation, LN may correct the Software Problem by correcting that documentation. (c) Software Updates and Upgrades. LN has multiple different offerings of the Lexis for Microsoft software product (Lexis for Microsoft Office, Lexis for Microsoft Office — with Document Tools, etc.). The license granted herein is only to the Lexis for ND: SLGovt-FedGovt-LexisMicrosoftOfficeAdm-LexisAdvance-Octt2016 ® 2016 LexisNexis. All rights reserved. 10#.4823-3283-2826- Pa' Vol. o`Zq 7 P,. aa3 Microsoft Software product offering you have selected in the Order (for purposes of this Section 4.1(c) "Your Subscribed Product") and to the Updates and Upgrades released by IN to Your Subscribed Product. This license does not entitle you to have access or use of any other Lexis for Microsoft software product. In order to ensure the proper operation of Your Subscribed Product in accordance with its written documentation, LN will provide you with patches, bug fixes, corrections and minor enhancements ("Updates") during the Term. Updates will be provided free of charge as they become commercially available from IN. Your failure to promptly install Updates may result in the voiding of LN's warranty set forth in Section 6. LN will also provide you with feature or functionality enhancements to Your Subscribed Product (an "Upgrade") free of charge as such Upgrades become commercially available from LN. LN's distribution of Upgrades and/or Updates to you does not entitle you to use more copies of Your Subscribed Product than the number of Authorized Users for which you -have a valid subscription. This license, including the release of any Update or Upgrade to Your Subscriber Product, does not entitle you to have access to or use of any other Lexis for Microsoft software product. If you wish to subscribe to any other Lexis for Microsoft software product, you must execute an Order with LN which contains the appropriate terms of use and charges for the applicable Lexis for Microsoft software product: -Your use of an Upgrade or Update is licensed in accordance with the terms and conditions of this EULA. 4.2 LN is not obligated to provide Support Services for any Software (a) that has been provided to you free of charge, (b) that has been altered other than by'LN or at LN's direction, (c) that is more than two versions out of date; or (d) that integrates with or is designed for any platform that LN or Microsoft no longer supports in the normal and ordinary course of its support lifecycle and/or release cycle. For example, IN is not obligated to support software designed to work with Microsoft platforms that fall outside of the period in which complimentary support services are available as part of the Microsoft license or licensing program; or requires extended support plans that may require additional charges. 4.3 LN retains the right to change or modify the Support Services offered herein at any time and from time to time upon thirty (30) days' written notice to you. In the event any such change materially and adversely affects the Support Services, you may terminate the Order and this EULA upon 10 days' written notice to LN. 5. YOUR RESPONSIBILITIES. 5.1 The Support Services do not include, and you must provide at your expense unless otherwise expressly agreed by you and LN in writing: (a) installation, testing, and operation of the Software and all Upgrade and/or Updates; (b) isolation and documentation of Software Problems; (c) intranet resources, backup and restoration of your systems; and (d) modems and Internet access for LN's remote access and diagnosis of Software Problems, when necessary. 5.2 IN is not responsible for products provided to you by third parties, whether or not IN recommended them or assisted in their evaluation, selection, or supervision. The failure of those products or their respective suppliers to meet your requirements will not affect either party's obligations under this EULA. 6. LIMITED WARRANTY. During the Term, LN warrants that the Software will operate substantially in accordance with the documentation provided, unless performance problems are the result of hardware failure, improper use, or modification by you or your agents or contractors or due to your failure to install all Updates. If the Software does not so operate, your exclusive remedy and LN's sole obligation under this warranty shall be, in LN's sole discretion, either to replace the Software, to provide you with a bug fix or patch, or to refund the purchase price paid for the current version of the Software. LN further warrants that Software Support will be performed in a professional manner, consistent with industry standards. EXCEPT AS SET FORTH ABOVE, LN DISCLAIMS ALL WARRANTIES, EXPRESS. AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LN DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE, UPGRADE OR UPDATE WILL MEET ANY PARTICULAR REQUIREMENTS OR NEEDS YOU MAY HAVE, THAT THE SOFTWARE, UPGRADE OR UPDATE (INCLUDING SOFTWARE WHICH IN CREATES OR MODIFIES FOR YOU) WILL OPERATE UNINTERUPTED OR ERROR -FREE, OR THAT THE SOFTWARE, UPGRADE OR UPDATE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM, SYSTEM OR APPLICATION. PORTIONS OF THE SOFTWARE HAVE BEEN DEVELOPED BY MICROSOFT CORPORATION AND SUCH PORTIONS ARE PROVIDED "AS IS." ADDITIONALLY, IF YOU RECEIVED THE SOFTWARE FREE OF CHARGE, THE SOFTWARE IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND. ALL WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN APPLY TO LN'S SOFTWARE DEVELOPERS, SUBCONTRACTORS AND SUPPLIERS. IT IS THE MAXIMUM FOR WHICH THEY AND IN ARE COLLECTIVELY RESPONSIBLE. 7. FEES AND PAYMENT FOR SUBSCRIPTION. 7.1 Applicable fees and charges for the Software and the support services are set forth in your Lexis for Microsoft Office Order. Unless otherwise stated, the fees for the subscription do not include any taxes, such as sales, use, or excise taxes. ND: SLGovt-FedGovt-LexisMicrosoftOfficeAdm-LexisAdvance-Octt2016 m 2016 LexisNexis. All rights reserved. ID# 4823-3283=2826 Page 6 vol. a Pg. 7.2 In the event LN sends you an invoice for the subscription, you shall pay LN the net amount of each invoice in United States dollars within 30 days after the date of the invoice. If you fail to pay any invoiced amount when due, LN may charge you interest on the unpaid balance from the date of the invoice until the date paid at a rate equal to 1,5% per month or the highest rate permitted by law, whichever is lower. In the event you pay the fee for the subscription by credit card, LN will send you a receipt confirming the amount paid and date of expiration of the Term. 8. TERMINATION. Upon termination of the Order, you will promptly cease all use of the Software and will return all copies of the Software and documentation to LN or, at the option of LN, certify to LN in writing, signed by an executive officer, _that all copies of the Software and documentation have been destroyed. Termination of the Order will not be an exclusive remedy and all other remedies will be available to either party whether or not the Order is terminated. LN may terminate this EULA upon 90 days' notice to you in the event LN no longer provides Support Services for the Software. In the event of termination, LN will refund any prepaid but unused fees to you on a pro -rata basis. 9. LIMTTATIONS OF LIABILITY. NOTWITHSTANDING THE TERMS CONTAINED IN THIS EULA, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL LN, ITS PARENT, AFFILIATES, OR ANY OF ITS SOFTWARE DEVELOPERS, SUPPLIERS OR SUBCONTRACTORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, COMPUTER MALFUNCTION, OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF LN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER LOCAL LAW, CERTAIN LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS WHICH VARY FROM STATE TO STATE. IN NO EVENT SHALL LN'S LIABILITY FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, EXCEED THE AMOUNT OF THE SUBSCRIPTION PAID BY YOU FOR THE PRECEDING TERM. 10. UNITED STATES GOVERNMENT USE. The Software is Commercial Computer Software provided with RESTRICTED RIGHTS under the Federal Acquisition Regulations and agency supplements to them. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in System Data and Computer Software clause at DFAR 252.227-7013 et. seq. or subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights at DFAR 52.227-19, as applicable. 11. EXPORT RESTRICTIONS. You agree that you will not permit use of or export, directly or indirectly, re-export, divert or transfer the Software in violation of any applicable export control law or regulation, including without limitation, the U.S. Export Administration Regulations ("Export Controls"). 12. MISCELLANEOUS. 12.1 LN (or its licensor, if applicable) retains sole title to and ownership of the Software and all components, all related information furnished to you under this EULA, and all related copyrights, trade secrets, and other intellectual property. 12.2 IN furnishes products and services to you under this EULA on a non-exclusive basis. LN may directly or indirectly furnish the same or similar products and services to other parties doing business within or outside the vertical, horizontal, or geographic markets in which you do business. 12.3 All notices required or permitted under this EULA shall be in writing and shall be delivered by any method providing sufficient proof of delivery, except that any notice other than a notice of default or notice of termination may be delivered by facsimile transmission if the original document is also promptly delivered to the recipient. Any notice shall be deemed to have been given on the date of receipt. Notices to LN shall be sent to the address listed above with a copy to LN, Attention: Customer Legal Services, 9443 Springboro Pike, Miamisburg, OH 45342. Notices to you shall be sent to the address IN has on record. 12.4 Each party shall submit requests for approvals, consents, and waivers to the other party in writing in a timely manner. No approval, consent, or waiver under this EULA shall be enforceable unless set forth in a writing signed by an authorized representative of the granting party. A waiver of a default of any term of this EULA shall not be construed as a waiver of any succeeding default of that term or as a waiver of the tern itself. A party's performance after the other party's default shall not be construed as a waiver of that default. No approval, consent, or waiver shall be deemed to have been given by implication and neither party shall be liable for delays in responding to, failures to respond to, or denials of those requests. 12.5 Each term of this EULA is severable. If a court, agency, or arbitrator having jurisdiction determines that any term is unenforceable under applicable law, that determination shall not affect the enforceability of the other terms of this EULA. ND: SLGovt-FedGovt-LexisMicrosoftOfficeAdm-LexisAdvance-Octt2016 © 2016 LexisNexis. All rights reserved. ID# 4823-3283-2826 Page 7 Vol. Pg. 12.6 This EULA, together with the Lexis for Microsoft Office Order, constitutes the complete agreement between the parties concerning this subject, and supersedes all earlier oral and written communications between the parties with respect to this subject. In the event that you are required to accept any "click -through" license terms at the time of download of the Software or otherwise, the terms of such click -through shall control over any conflicting terms set forth in this EULA. 12.7 Neither party shall assign its rights or delegate its duties under this EULA without the prior written consent of the other party, except that LN may assign this EULA to an affiliate or to its successor by merger or to the transferee of substantially all of its stock or assets. Any assignee or delegatee shall be subject to the same obligations, restrictions, and limitations to which the assignor or delegator is subject, and no assignor or delegator shall be released from liability under this EULA by reason of any such assignment or delegation. This EULA shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns. [End of Exhibit Al ND: SLGovt-Fed0ovt-LexisMicrosoftOfficeAdm-LexisAdvance-Octt2016 ©:2016 LexisNexis. All fights reserved. . 10#4823-3283-282B Page 8 vct . __ q ` P9. a$ Lex isNexise 9 USCM/State & Local Government CONTRACT ADDENDUM This Contract Addendum ("Addendum") amends and supplements the terms of the Subscription Agreement between LexisNexis, a division of RELX Inc. ("LN") and Brozos.-Couiity"District Attorney ("Subscriber") for access to and use of the Online Services, including any and all amendments thereto (dollectively the "Agreement"). 1. Term. The term of this Addendum (the "Addendum") shall be coterminous with the Agreement. 2. Governing Law; Applicable Law. Notwithstanding anything to the contrary in the Agreement, the Agreement shall be governed by -the law of the State in which Subscriber is located ("Subscriber's State"). LN agrees to comply with all applicable laws of Subscriber's State in the performance of its obligations under the Agreement Furthermore, any provision of the Agreement which is contrary to the law of Subscriber's State shall be deemed to be modified to the extent necessary to be permissible under Subscriber's State law. 3. Non -Appropriation of Funds, If sufficient funds are not appropriated. or allocated for payment under the Agreement for any current or future fiscal period, then Subscriber, at its option, may terminate the Agreement on the last day of any calendar month upon ten (10) days prior written notice to LN, without future obligations, liabilities, or penalties_ to LN,, except for amounts due up to the time of termination. In addition, Subscriber shall certify and warrant in writing that sufficient funds have not been appropriated to continue the Agreement for the next fiscal year. 4. Termination Rights. Subscriber shall have the right to terminate the Agreement upon thirty (30) days' prior written notice to LN. In the event that Subscriber wishes to terminate the Agreement for cause, Subscriber will provide LN with written notice and a thirty (30) days period to cure the breach. The written notice shall state the nature of the breach with specificity. 5. Miscellaneous. Except as expressly modified by this Addendum, all other terms and conditions of the Agreement will remain In full force and effect and will be unaffected by this Addendum. In the event of a conflict or inconsistencies between the Agreement and this Addendum, this Addendum will control. LN's acceptance of the terms of this Addendum shall be evidenced by its signature below or by providing Subscriber with access to the Online Services. AGREED TO AND ACTED BY: ATTORNEY BY: NAME: v� TITLE: DATE: LexisNexis, a division of RELX Inc. BY:7<� NAME: Josh Roman ;P.ric�ng • ; n : • . TITLE:.. - DATE: ` 9 L ND: USCM-SLG Contract Amd-Novembe2017ID#48246763-7843 ©2011 LexisNexis. All rights reserved. vw. 7 .9. �/ c �+ 11p 7� , t �} Auslin,•1X78758 TEXAS DOCUMENT SOLUTIONS Brian, Txneo2 '2600 Longhorn Blvd #102 '724EastYQaMade #600 '512.835.1000(Fax)512.832 6255 '979775.5500(Fax)979-778.5900 ForlWorlh, TX 75216 47873 will Rogers Elvd '817-927.8893.(Fax)817.927.3333 UfldnYOU'rig In charge l SP-+ Son AntDnlasTX 78249 15627 Uniiuerelly, Heights Blvd #201 '938-699-2800�Faxj210�28.92 -2 CONTACT PHONE 979-361-4291 00.822.356 Tyler, TX 75703 64899 Troup Highway -903.509.9900(Fax)903.609.9905 Weco,TX78712 16700 Woodway Drive -254.881.7500(Fax)254-754.0555 CUSTOMER RDERDATE INSTALL DATE 1 11112019 BILL TO: NAME Brazos County Purchasing Department TECH REP. SALEgW. Kinze Storm - TO (if other than Bill To): NAME ADDRESS 200 South Texas Ave #352 ADDRESS CRY Bryan. STATE ZIP Tx 77803 CITY STATE LP CONTACT Celina CONTACT PHONE 979-361-4291 FAX 979-361-4293 PHONE FAX ADDITIONALCOMMENTs cjq oC�brazoscountvtx.sov New customer L�tsisting Customer QTY. PROD. NO. 1 CUSTOMER STATUS. ❑ CGEM/N]PA Account ❑ Rental ❑ State Contract ❑ Sale Lease DESCRIPTION Monthly Maintenance I. ACTION REQUEST.' SHIP VIA: Tdal Dates: P.O. N0. 951ther: SERIALNO. METER UNIT PRICE • , $900.00 Effective Ogtober 1, 2019 - September 30, 2020 , Includes 100,000 Black & White copies per month. Black & White overages billed at .0055 each monthly. Includes toners, drums, fusers, developers, staples, parts, labor and traveltime. "Excludes Paper" All Copies to be divided between the following equipment: MX-M464N CSCD #1 ID #31724 MX-M364N CSCD #2 1D #31719 MX-M623N County Clerk ID #31965 MX-M314N Constable Precinct #3 ID #31726 MX M623N District Clerk #1 ID #31966 MX-M464N District Clerk #2 ID # 31722 MX-M464N Juverille ID #31'720 MX-M314N 272nd Dlstrlct Court ID 02028 M35401dn Assoc/ate Judge #1 ID #32000 M3540idn County Clerk ID #31714 MX-M314N Jury Services 1130822 MX-M363N County Judges Office 1D # 31874 MX-M314N Purchasing Department ib #31 966 • Page 1 (Continuation on -Page 2) - Voi. Fr TEXAS DOCUMENTSOLUTIONS Yourre In ohargelsu Austin, TX 78768 Bryan, TX.77802 Fort Worth, TX 76218 Lufkin, TX 76901 SanAnionlo, TX 78249 Tyler, TX 76703 Waco, TX 76712 02600 Longhom Blvd 9102 1724 Fast Villa Maria #500 7873 Will Ropers Blvd 12003Alkinson Drive '5627 University Heights Blvd #201 64818 Troup Highway 16700 Woodway Drive 0612.1KIS-I 0 12-832.8265 1979.7754500(Fax 979475-5900 817.927.8893(FaX)817.927.3333 '936.699.2800(F84938.6994229 210-822,3500(Fa42f0.825-9286 •903.509.9900(FOX)Q03-509.9905 2"1-75G0(Fax)254-754-W65 CUSTOMERNO. ORDERDATe INSTALL DATE TECH REP, —F-8Mk8Rto 10/1/2019 Kinze Storm BILL TO: TO (if otherAhan Bill To): NAME NAME Brazos County Purchasing Department ADDRESS ADDRESS 200, South Texas Ave #352 CITY STATE ZIP CITY STATE ZIP Bryan Tx 77803 CONTACT CONTACT Celina PHONE FAX PHONE FAX ADDITIONAL COMMENTS CUSTOMER'STATUS: 8 New Customer [] CGEM/NJPAAccount ❑ Rentai tScslstin Customer ❑ state Contract Sale Lease QTY. PROD. NO. DESCRIPTION MX M564N District Attorney PE ACTION REQUEST: SHIP VIA.. Trial Dates: P.O. N0. Other: SERIAL NO, METER UNITPRICE TOTAL ID #31717 MX-M314N Associate Court # 2 ID #31723 MX M314N Facilities Services ID #321.10 MX-M314N Constable Precinct 4 ID #31721 MX M564N 85th District Court Bxtra Area ID #31725 M354010n Law Library ID #32109 MX -314N JP Precinct 4 ID #31718 Page 2 L SMANAGER DATE Subtotal SER tCE ER DATE '7 1 b l Sales Tax N/A CU9 A AN DATE _ -- TOTAL $900.00 Aus11n,TX78758 '2600 LonghornBIWA102 '612.835-1000(Fax)512.832.8A65 TEXAS DOCUMENT SOLUTIONS Bryan, TX778DR '724 East Ulla Matta 9600 '979.776.6600(Fax)979776.5900 Fort Worth, TX 76216 17873 Will Rogers Blvd '817 927.8893(Fax)817.927.3333 Luffdn, TX 75901 '2003AIklnsan Drive '936-699-2800(Fax)936-6994229 You're In charge!su San Antonio, TX 78249 05627 University Heights Blvd 6201 1210.822.3500(Fax)21UM286 Tyler, TX 76703 14619 Troup Highway '803.509.9900(Fox)903-609.9905 Waco, TX 76712 16700 Woodway Drive '264-81311.7500(fax)2544M-005 SERVICE I SUPPLY PLATINUM USER AGREEMENT Terms and Conditions 1. This Agreement shall remain In full force and effect, unless cancelled by either party En writing. This Agreement may be -terminated or changed at any time, by either party on thirty (30) days written notice. Customer's obligation to pay all charges, which have accrued, shall survive any termination of this Agreement, the prorated portion of any amount prepaid will be refunded. 2. Monthly and Quarterly Base costs are payable In advance based on the Copy Volume level and specification provided on the reverse side of this agreement, whereas the excess cost per copy changes are payable In the -arrears. 3. Texas Document Solutions, Inc. shall provide Inspections during the contract period at appropriate Intervals. Inspections may bemads In conjunction with regular or emergency service calls. Inspections, as weti,as all service.calls, shall be made during normal business hours. 4. Texas Document Solutions, Inc. will provide parts, which have been broken or wom through normal use and are necessary for servicing and maintenance adjustments. Parts damaged by misuse or carelessness will be charged to the customer In accordance wlth.the Texas Document Solutions, Inc, parts list price. Photoreceptive Drums are Included, except for facsimile systems and cartridge type copiers and printers. 5. All service calls under this Agreement will be made during normal business hours at the customer's address as shown on the reverse side hereof. Should the equipment be moved to a location in a more distant zone, there may be an Increase in the annual maintenance charge. Should the equipment be moved out of the Company's authorized serving area, this contract shall be terminated. Relocation of equipment is not covered by this agreement and will be billed at the agreed upon rate. 6. This Agreement shall not apply to repairs made necessary by accident, misuse, abuse, neglect, theft, riot, vandalism, electrical power failure, or surges, acts of God, fire, water, unauthorized supplies, or other repalrs made necessary by service personnel other than those of Texas Document Solutions, Inc. Charges for repairs or replaceme6 d66 -to- lhd'foregoing shall be bome by the Customer. 7. This Agreement does not Include applicable taxes. All taxes levied or imposed, now or hereafter, by any governmental authority shall be paid by the Customer, In accordance with the law. 8. This Agreement covers only the equipment described and does not Include any-acce_ssorl_es-not Hated thereon; nor does It Include third party add-on devices, such as accounting software and hardware, eoln•op box, etc. 8. This Agreement does not cover the Customer's network or problems related to orfrom the connected network. There are no warranties or guarantees regarding problems associated with the operation of the Customer's software or operating systems. Texas Document Solutions, Inc. will not be held responsible for any down time at the client's location. 10. This Agreement is not transferable by the Customer, except with the written consent of Texas Document Solutions; Inc. 11. This Agreement includes all toner and developer used under normal use, unless otherwise noted. However, it does not include excess usage attributable to theft, misuse or sky copies. _ Optimum performance of the equipment covered by this Agreement can be expected -only if supplies provided by, or rnaeting the specifications of Texas Document Solutions, Inc, are used. - - Texas Document Solutions, Inc. would setup and configure a total of 6 stations at the time of the Initial sale installation. Additional charges will be billed at the standard hourly rate for a minimum,of one hour for each gdditlonal work station or computer upgrade (hardware, hard drive, CPU, operating system software change, etc.). qnt. �1017 Pa. ago - r Fo.— (" 00, 4 6i'=> 1 S er A! ,_�. ���; ._,-n i?fj`. Client Information Company Name Brazos County, TX — Address 300 E. 26TH STREET city "an- ryanState StateTX ZIP 77803-5359 Primary Contact (Authorized User) Name Eric Caldwell Title Chief Information Officer Phone 9793614310 Email ecaidwell@brazoscountytx.goy Technical Contact Name Eric Caldwell Title Chief Information Officer Phone 9793614310 Email ecaldweli@brazoscountytx.gov Billing Contact Name Kaltlyn Nachlinger Title Buyer III Phone 9793614285 Email knachlinger@brazoscountytx.gov Address 200 S Texas Ave Ste 352 City Bryan State TX Zip 77803 Quote Date 08/12/2019 14:48:32 Quote Expiration- 09/13/2019 Smarsh Sales Executive Carrie Breedlove Term of Agreement 12 Months Activation Date Upon Grant of Access to Service Historical Import 81169- . In Arrears Setup Fee Billing Upon Contract Execution _ Services and Fees Rate per Minimum Minimum Quantity Quantity — Professional Archive - SMG 200 - Annual $540.00 1 $540.00 Professional Archive - SMG Setup Fee$500.00 1 - $500.00 Professional Archive - SMG 200 Capture & Archive - Annual $65.37 200 513073.40 Professional Archive - SMG 200 Premium Adj - Annual .$28.00 192 $5376.00 Professional Archive -Extended Retention Fee (Per GB) -Annual $2.50 0 $0.00 Recurring Subtotal _ = $18,989.40 One -Time Subtotal $500.00 Notes �/ Page 1 of 2 Vol. o� 6 Pg, a Terms & Conditions on the date following the execution of this Order Form, Smarsh will provide Client with access to the applicable Service ("Activation Date"). Service Descriptions are available at www.smarsh.com/legal. The Services are subject to Smarsh Service Agreement -General Terms located here: www.smarsh.com/legal/ServiceAgreement.. The Services purchased by Client are also subject to the following Service Specific Terms: Professional Cloud Service Specific Terms available at: https://www.smarsh.com/legal/SSTProfessionalCioud , The Smarsh Service Agreement — General Terms, the Service Specific Terms, and this Order Form are, collectively, the "Agreement." The Services will auto -renew pursuant to the terms of the Agreement. For AT&T Mobility subscribers, your signature below represents your acceptance of the AT&T Wireless Terms and Conditions available at www.smarsh.com/legal/ATT as they apply to AT&T messages that are archived by Smarsh. "Plan Fees" are the Fees charged for access to the Connected Archive. "Capture & Archive Fees" are the Fees that are charged for capture and archive of a bundle of Connections within the Connected Archive Service. "Capture Fees" are the per -Connection Fees that are charged for the capture of Connections by the Connected Capture Service. "Professional Services Fees" are the Fees that charged for hourly, monthly, or flat rate professional services. The Platform Fees, the Capture & Archive Fees, and the Capture Fees, as applicable, are Invoiced on a monthly or annual basis, as specified in this Order Form. Client agrees that the Recurring Subtotal above is Client's minimum commitment during the Term of the Agreement. Smarsh will invoice Client for any usage over the minimum commitment at the Overage rate indicated in this Order Form. If not priced above, data import and conversion Fees and storage Fees for data from Connected Capture or other capture mechanisms are as follows: Data Imports $10/GB Import Data Conversion fees $3/GB External Capture Data Storage—Annual $2.50/GB Smarsh self -certifies to theEH-C 5'Prn* q. hield. We provide information about our GDPR compliance at www.smarsh.comllegal/GDPR, and a list of Name: Signature: Email: knachlinger@brazoscountytx.gov Title: E ail`% py,,�CjCZ 1� Page 2 of 2 Item Coversheet Page 1 of 1 BRAZOS COUNTY BRYAN,TEXAS DEPARTMENT: CC 2019 - Utility Permit - FWP Road and Bridge NUMBER: Holdings, LLC - Old Reliance Road - 3,900' of temporary water line DATE OF COURT MEETING: 8/20/2019 ITEM: Approval of the FWP Holdings, LLC utility permit to install a temporary 10" Polyurethane water line within and along the right-of-way of Old Reliance Road a distance of 3,900 feet. Project will provide water to an oil -well. Site is located in Precinct 2..-.- TO: .:TO: Commissioners Court FROM: Darrell Kolwes DATE: 08/15/2019 FISCAL IMPACT: False BUDGETED: False DOLLAR AMOUNT: $0.00 ATTACHMENTS: File Name Description Type Utility Permit - FWP Holdings, Utility Permit - FWP Holdings LLC - Old Reliance Road - 3 900 of temporary water line.pdf LLC - Old Reliance Road - Backup Material 3,900' of temporary water line APPRO Duane Peters bate County Judge Vol. (:fX'N n_7 pg, _aq,3 bttns://Brazos.novusaaenda.com/AgendaWeb/CoverSheet.asDx?ItemID=19320 8/16/2019 APPLICATION FOR WATER UTILITY PERMIT (DESIGNATING PLACEMENT OF UTILITY IN COUNTY WGHT OF WAY TO:, THE COUNTY ENGINEER OF BRAZOS COUNTY, TEXAS Pursuant to the Texas Utility Code, Section 181.024, comes now FWP Holdings. LLC Econ pany'namej, hereinafter referred to as "Company" a Texas fsta(e] Corporation, with authority to transact business in Texas,'.acting by and through .its duly authorized . representative, and hereby petitions the County Engineer for the right to lay, construct, maintain, repair and/or operate a gas facility under, over, across and/or along certain County Roads as shown on drawings and diagrams attached hereto and said location described as follows: Facility to Cross Road Length of TYPE OF CONSTRUCTION Road Name & Block Number Crossing (CHECKONE) Bored lacked Driven Cased Facility to Parallel CountyRoad Within Right -Of -Way, Road_ Name and Block. Number From aTo Depth Distance Old Reliance Road 30°4244.34"N 30042'18.11"N On Surface 3,900 feet 96018'39.75"W 9601911.5 1 "W CONSTRUCTION TYPE 1042" Diameter Wall Thickness Material Specification Polvuiethane (Flat Hosel Maximum Operation Pressure • 200 PSI The 'location and description of the proposed installation and appurtenances must be fully shown on the attached. detailed drawings. The Company shall commence actual construction/work in good faith within 60 days from the date of said permit and -shall complete said construction :/work within 7 working 'days..(COMPANY MUST FILL IN). Itspch construction is not begun by the 60h day, Company will be required to apply for new permit. - Company, declares that prior to filing this application, it has ascertained the location of all existing utilities, both aerial and'underground, and the filing'of this application is prima facie.evidence that the'proposed installation wi11'not conflict with any existing utility.. A copy of this permit shall be kept at the job site any time work is being performed. I(is,expressly stipulated that this. Permit is a license for permissive use only and that the placing of facilities upon public property pursuant to this permit shall not operate to create or vest any property right in said holder. It is 'understood :and agreed that the rights and privileges herein set out are granted only to.the extent of the County's . right, title and interest in the land to be.entered upon and used by the holder and the holder will at'all times assume risk of and indemnify, defend and save harmless Brazos County from and against any and all loss, damages, cost or va. Pg. expense arising in any manner on account of the exercise or attempted exercise by said holder of the'aforesaid rights. and privileges. Any deviation from: these specifications must be approved by Brazos .County. Engineer's Office or its designated. represcntativc. Approval of County Engineer's Office may take as long as two weeks after complete application is received Applicant agrees to comply with 'all rules of the County Commissioners and the County Engineer in construction- of said installation attached hereto as BRAZOS COUNTY DESIGN STANDARDS AND SAFETY PRECAUTION REQUIREMENTS FOR WORK CONDUCTED IN BRAZOS COUNTY RIGHTS OF WAY and incorporated, herein for reference. In.the event Company fails to obtain a permit prior to the installation or does not install utilities in compliance with installation requirements ser forth herein (Le depth, location, etc), Company assumes'oll financial responsibility for damages and/or destruction of lines, cables, etc. basedupun its failure to comply with Brazos County requirements. Applicant agrees that ifBrczos County demonstrates a violation of the terms of this policy, Applicant sdpulaties that requisites for injunctive relief exist and that Brazos County is entitled to relief enjoining any conduct by applicant which is contrary to the policies ..This permit is a revocable. permit, Brazos .County reserves the right to revoke this permit at anytime, in the sole : :discretion of Brazos County, for interests of public health, safety or welfare, or jar failure to repalr:any damages upon demand, or fur any other reason deemed sufficient by Brazos County: In the event Company fails to comply with any or all of the requirements as set forth herein, the County ntay take such action as it deems appropriate to compel compliance The County Engineer further retains the right to revoke':* this Permit by verbal notification to the Applicant/Company. Failure to obtain this permit and/or notify the County Engineer's Office within:24 hours of beginning construction ; shall constitute grounds for job shutdown. By signing below, I certify that I am authorized to represent the Company listed below, and that. the Company agrees to the conditions/provisions included in this permit. FwP Yl��.l , : �_Lr C Signature, Title WATER UTILITY APPROVAL Brazos County offers no objection to the proposed location of the utility in the County right of way as shown by accompanying drawings and notice dated a �`( �' except as noted below: (Month/DayNear) EXCEPTIONS:. u 5+ {+ls 57 R D HT -O F-UUAY W N. s 0 .o O >: < z 00 z co C l cn pool m p > z = z. a V Z z Q ...: .) _ .. -..... :.. tn. cl .. -� 0. z, r WN m.. oZ, 0 T Coo m CI14, rn c. z --I co r 0 6- z - _ CD r O Cy _ z.. rn 0 v m r O Z CD O z IV) a 0 z o p z Q ,k Ul-d U -1H JI a z u 5+ {+ls 57 Vd. aQ / P9• aq % 0 .o V cl .. rn 0 c. z -k Vd. aQ / P9• aq % BRAZOS .COUNTY ROADWAY SAFETY AND ROAD iPRESERVATION STANDARDS FOR WORK CONDUCTED IN BRAZOS COUNTY RIGHTS OF WAY A. General Requirements 1. Adequate drainage shall be maintained in ditches at all times. 2. Permittee will use best management practices ("BMP") (EPA and TCEQ both provide Iists of examples of BMPs) to minimize erosion and sedimentation resulting from the proposed installation. - 3. The permittee shall take precautions to avoid damage to property. All County Right of Way and property shall be restored to its original condition, as far as practical, in the opinion of the County Engineer or. appointed representative. 4. The construction and maintenance of such utility shall not interfere with the property or rights of a prior occupant. 5. Permittee shall not interfere with other utilities located in the right of way. In the event damages occur, permittee will be liable to the County or other utilities running through the right of way. , 6. County Engineer shall determine whether or not permittee's plans shall inconvenience the public. If it is determined that inconvenience to the public exists, then the County Engineer will decide whether such project will be allowed or if an alternative exists so as not to inconvenience the public. B. Safety Reauirenrents 1. Proper traffic control measures must be put in place prior to beginning work and remain in place during the duration of the job. All traffic. control measures must follow the Texas Manual of Uniform Traffic . Control Devices (TMUTCD). See Traffic Control Requirements below. 2. During.construction, all safety regulations of the Texas Department of Transportation shall be observed. 3. Permittee must take such precautions and measures, including placing and displaying safety devices, :as may be necessary,"in order to safely conduct the public through the project area: Company shall provide flagrrien, signs, signals or devices necessary to provide complete safety to the'public. 4. Adequate provisionsmust be made to cause minimum inconveniences to traffic and adjacent property owners... 5: No cable, conduit and/or_pole line shall be laid, constructed, maintained and/or repaired so as to constitute' a danger or hazard of any kind to persons or vehicles using such road. Any poles placed in the Right of >: Way for future installation shall be placed at the back of the Right of Way. Exceptions may be approved by the.County.Engineer'. C. TrafliC Control Plan 1. A traffic control plan, pursuant to the TMUTCD or Engineered Traffic Control Plan must be provided for &fol[owing: a.. Any construction (i.e. pit, excavation, hole) left open overnight, requires specific nighttime traffic control measures pursuant to the TMUTCD; a b. If construction is within ten (10) feet of the roadway; or c. Any work performed in the road right-of-way; 2. Plan must be attached to the permit and kept at the job site any time work is being performed. 3. Plan must set forth the time of completion for the job. A 'Design Stdndards 1. All overhead installations shall conform to clearance standards -of the Texas Department of Transportation and the pole be placed in the designated area for power specified as set forth in the Texas -Utilities Code; Section 181.045. 2. All pole installation (including lighting) shall be placed at the"backside of the Right of Way to ensure safety to the public. Any pole placed in violation of this requirement will be required to be moved to the appropriate locatioriat the company's expense. Exceptions may be approved by the County Engineer. 3. All. underground installations shall (these are minimum depths;.- utility may place deeper): s. i e placed ata minimum depth of forty-eight (48) inches below the top'of.the pavement; b. beat least thirty-six (36) inches below ditch flow line -when installation iswithin the area measured from top of bank io'top of bank; c. beat least forty-eight (48) inches below ditch flow line if low pressure gas or petroleum lines. For hi' pressure gas and petroleum lines, see High Pressure Pipelines requirements listed below; d. not be'closer than ten (i0) feet from the edge'of pavement. Exceptions may apply in rights of way of Ie: sihan 60 feet. 4. Water. Lines: All -water lines must be a minimum 36 -inches below the ditch flow line and cased. .Waterlines shall be cased if crossing under.the roadway. 5. Utilities in all new developments that have 60 feet or greater of right of waysh all be installed within designated locations based upon the,type of utility. The locations shall be as follows: (measured from back of right of -way). _ _ Power.,- 0 to 2 feet, nominally 1' Phone2 to 4 feet, nominally 3' Gas 4 to 6 feet, nominally 5' Cable= 6 to 8 feet, nominall' 7'. _ 6. Utilities with less than. 60 feet right-of-way in all 'new developments shall install the utility in a similar `. manner as referenced in No. 3 above; however; the County Engineer or its designated representative will provide final approval of each utility location. 7. 7 lie length of any trench to be opened in advance of the pipe, conduit or ducts may not be longer than'400', if left open over night or unattended. 8. Crossings under a county road -shall; a. be bored or jacked. ABSOLUTELY NO OPEN CUTS WITHIN COUNTY:ROAD PAVEMENT,. b. lie.pressure grouW for.the full -len h of 6i.crossing i the'annular space between i e'and casing -and" soil exceeds one'`(l)-inch. Brazos Countymust be given 24 -hours notice'ofpressure grouting operations and have the opportunity to have ah''inspector on site to observe pressure grouting operations;. . VO'. Pg. O E. c. TxDOT Standard Specification Item 476 shall be followed for all boring, jacking, tunneling and joints. 9. Bore Pits: a. no pits shall remain open longer than.2 days; b. all pits shall have proper traffic control measures in place.. See Traffic Control PIan listed above. c. pits shall NOT lie located within ten (10),feet from the edge of pavement without prior approval from -the County Engineer or his representative; d. when pits are to_Temain open for more than 8 hours, due diligence will be used in protecting the spoil pile to prevent drainage problems; e. based upon soil conditions, the County Engineer or his representative may require shoring to rotect . pavement integrity; ...... .. p _ . . f. based upon soil conditions,'the County Engineer or his representative may require pits be placed further from the edge of road. 10. Any installation within ten (10) feet of edge of pavement shall meet -the following: - a. location must be `approved by the County Engineer or his representative b. backfilled with'cement stabilized material. C. based upon soil conditions, the County Engineer or his representative may require shoring to protect paveriient integrity. d. all excess-wate_r.and mud shall be -removed from the trench prior to backfilling.. Any backfill placed during a rainy period oc:at other times where excess water cannot be prevented from entering the trench will be considered TEMPORARY and shall be replaced with PERMANENT cement stabilized mate�ial as soon as weather permits; e. all disturbed baseand pavement materials shall be removed and restored to the satisfaction of the CountyEngineer; or his representatives. f. no side or lateral tamping to .fill voids under the base and pavement materials is allowed. 11. Company must be careful to not jeopardize the slope or integrity of the shoulder of the road. In the event x Company damages the slope, shoulder or any other portion of the right-of-way, Company will be responsible for repairing the damage and replacing the right -of -Why to the condition it was.prior to commencing construction. 12. Operation of construction and/or maintenance equipment on the traveled surface of any. improved County road,tvill not be permttted,'eXcept in an instance whereby the laying, construction, maintenance and/or repair of cables, cofi its and/or pole lines cannot be accomplished by any other method and in this 'e4ent all such' equipment shall be of the rubber tine variety. Appropriate traffic controLshall be provided meeting TMUTCD requirements.. - 13. In event said construction and/or maintenance and/or repair requires Company to-remove,,cut or jeopardize any section. of the road (asphalt, cement, road base, etc.), Company will. be required to provide F :.. . a perfopnance bond or letter of credit securing necessary repairs. Said=bond. amount will be determined by the.County Engineer. 14 The applicant shall submit a letter of "No Objection" from the Army Corps of Engineers for all designated wetlands and environmentally sensitive lands. Emergency work . 1. In the event Company is required to perform emergency services, that requires excavation in a County. Right of Way, and unable_to notify -the County Engineer prior to conducting emergency_ repairs; Company Vol. a a 7 Pg. shall notify County .Engineer within 24 hours of beginning construction/repairs. This will allow the Clou'nty'Engin6ils Office an opportunity to inspktthe site to ensure the integrity of the County Right of Way and traffic safety controls used. F. Repairs to existing facilities 1. Maintenance .a.n. &6r, re vair to existing,c'aibles, conduits, and/or pole lines which reqbire disturbance of the soil;: shall not be performed until plans describing such maintenance and/or repair have been approved by the County En&6er or its designated representative anda rm pe 'it has been obtained. G. Relocation of utilities 1. When and; if the County. Engineer determines that it is necessary for the construction, repair, improve Omit; alteration or relocation of all or any portion of said road, any &all poles;wires, pipes, cables or other.... ' facilities and appurtenances authorized[ hereunder,'shall be *removed from Saidr6ad, or reset or relocated thereon,* required by the County Engineer within a reasonable time as determined by the County Engineer and Utility Company, and at the expenie of the Utility Company. H. -Pressure Pipelines 1. All utility. Permits for high pressure pipelines (generally :60 PSI 'or greateF),.whether pertaining controlled access ornon*;;c'ontrolled access installations, should contain the following additional information.in the description of the permit. PA 3. -diarneter ..wa 11 thickness' -material.06ciiicatiob -minimum yield.strength -maximum operation pressure of the pipeline With:the exception of the maximum operation pressure of the pipeline, this information is to be supplied'.. for'686 thecarrierpipe and the casing. Assurance must also.be given that the installation material and design meet the minimum Federal Safety,. 273 Standards t6r Liquid"and Gas Pipe Lines. Assurance must be provided. on company letterhead and signed by afl"itithorized iepresentaiive of the company. 4. Petroleum Pipelifies:'. 5. Depth jjue6f Pipeline (below deepest ditch grade) Special Riguirements Encased Pipe- Less than 10' Must be covered with concrete pad at least 3 6"-d0p Eiicaiid Pipe Greater than 10' Nb concrete pad required Non -Cased Pipe Less than 10' - Muit be'c'o"vere'd with concrete pad at least 48" *0, Non-Cased'A;& Greater than 10' No concrete pad required, Concrete pad shall be minimum of 3" thick and width shall be pipe diameter plus 19" minimum. Under no circumstances will a pipeline be installed parallel to a County Road within the Right -of - Way: Transmission lines have b6.e.n-!determined tob6 petroleum -- pipelines (which i6clu6s natural gas Tes) and shall' no tbeparalle'ltoaCounty.Road. 6. Natural Gas Dist.Aution iia line.Ifiat serves the final customer. 'Vol. 7, Ji Ed ZZ -7 1�7,0 !-7 all. t CL AI --a -8 In 0: LU =a- 14 -.92. i LL. pl 9 bill m a 1- t 86 INN! b— 1-811 Aga MR; - bM ug 111.1 DO In 0 CIE" _J 46 r5 ui C T7— ,d oIx7 M1t 1i Ipf �6 ail RI: vim. 1 te' 'Z *"' we NI cc —s %-a Z J 5 'ait n 25 maw a hu LPAas GC7 oi�s %--A -.1 w in in uJ a jopk�.- LLJ 7� GO in I wax —i A LIN R Kil "NAM" -"iswrosto ; voi7 =acV7 (A -- -§ - pg.. y`�p3 p. 7 31 jig I Z 7, Ji Ed ZZ -7 1�7,0 !-7 all. t CL AI --a -8 In 0: LU =a- 14 -.92. i LL. pl 9 bill m a 1- t 86 INN! b— 1-811 Aga MR; - bM ug 111.1 DO In 0 CIE" _J 46 r5 ui C T7— ,d oIx7 M1t 1i Ipf �6 ail RI: vim. 1 te' 'Z *"' we NI cc —s %-a Z J 5 'ait n 25 maw a hu LPAas GC7 oi�s %--A -.1 w in in uJ a jopk�.- LLJ 7� GO in I wax —i A LIN R Kil "NAM" -"iswrosto ; voi7 =acV7 (A -- -§ - pg.. y`�p3 COMMISSIONER COURT MINUTES OF AUGUST 20, 2019 ARE CONTINUED IN VOLUME 298 PAGE 1 voi.a� 7 — Pg.3o,4_ COMMISSIONER COURT MINUTES OF AUGUST 20, 2019 ARE CONTINUED FROM VOLUME 297 Vol. a G'�) Pg. Item Covershoet DEPARTMENT: BRAZOS COUNTY BRYAN,TEXAS Road and Bridge NUMBER: DATE OF,COURT.MEETING: ITEM: TO: FROM: DATE: FISCAL IMPACT: BUDGETED: DOLLAR AMOUNT: ATTACHMENTS: 8/20/2019 Page 1 of 1 CC 2019 - Utility Permit - FWP Holdings, LLC - Dilly Shaw Tap Road and Wilcox Lane - 9,800' of tempo M Approval of the FWP Holdings, LLC utility permit to install a temporary 10" Polyurethane water line within and along the right-of-way of Dilly Shaw Tap Road a distance of 6,200 feet and Wilcox Lane a distance of 3,600 feet. Project will provide water to an oil well. Site is located in Precinct 2. Commissioners Court Darrell Kolwes 08/15/2019 False False $0.00 File Name Description Type Utility Permit - FVVP Holdings, LLC - Dilly Shaw Utility Permit - FWP Holdings LLC - Dilly Shaw Teo Road and Wilcox Lane - 9 800 of temporary water line.odf Tap Road and Backup Wilcox Lane - Material 9,800' of temporary water - line APPRONT.D Duane Peters Date County Judge F . Pg. a httDs://brazos.novusa,Qenda.com/AgendaWeb/CoverSheet.aSDX?ItemlD=19322 8/16/2019 APPLICATION FOR WATER UTILITY -PERMIT DESIGNATING PLACEMENT OF UTILITY IN COUNTY RIGHT OF WAY T � THE UNENGINEER OF BRAZOS COUNTY, TEXAS Pursuant to the Texas UtilityCade,, Section 181.024, comes now, FWP Hold[ngs, LLC conn : ri . « ; ( yup ]her mafter referred to as .Company' a Texas n� y l.:J..m. e nate Co oration . :with :authority .to. transact iiusiness: in Texas, acting by . and through .its. duly: authorized . 're resentative, and hereb efitions:.the Coun En ineer for the ri ht to la :construct;. maintain re air and/oro erste P. Y P rY . , $ g Y�. P a gas facility under, over; across and/or along certain County Roads as:shovrn on drawings and diagrams attached :hereto and said location.described'as follows:! - Facility to Goss Road Length of TYPE OF CONSTRUCTION Road Name &Block Number : Crossin (CHECK ONE) Bored lacked Driven Cased Facilitvio Parallel Countv Road Within Rink- V. Road Name and Block NumSer .:.: .. .. -From ;.;To Depth : Distance Dilly Shaw Tap Road - 30°44'50.73'TI .30°43'57.98"N On Surrace .:.::6.200 feet :... 96°20'25.I6W . `.: _ 96020156.76"W . Wilcox Lane :30°45'4.6.86'N '. .:.. • 30045'.12.63' N On Surface ;:3.600 feet :96°20155.89"W ..:. 96°21'02.05"W . Vol. ag� gig. 3 expense arising in any manner on account of the exercise or attempted exercise by said holder of the aforesaid rights and privileges. Any deviation from these specifications must be approved by Brazos County Engineer's Office or its designated. 'representative. Approval of County Engineer's Office may take as long as two weeks after complete application is received. Applicant agrees to comply with all rules of. the County Commissioners and the County Engineer in construction of said installation attached hereto as BRAZOS COUNTY'DESIGN STANDARDS AND SAFETY PRECAUTION REQUIREMENTS FOR WORK CONDUCTED 'IN BRAZOS COUNTY RIGHTS OF WAY and incorporated herein fo reference. - In the event Company fails to obtain a permit prior to the installation or does not install utilities in compliance with . installation requirements set forth herein r . depth, location, etc), Company assumes all financial responsibility for.:. . damages and/or destruction 'of lines, cables,:etc based upo>1'Jts failure tocomply with Brazos County requirenrerits.- Applicant agrees that JfBrazos County demonstrates.a violation of the terms of this policy, Applicant stipulates that �. requisites far injunctive relief exist and that Brazos County Is entitled. to relief enjolriing any conduct by applicant which is con'' i' to thepolicies. :This permit Js a revocable peradt, Brazos County reserves the right to revoke -this permit at anytime, in the -sole discretion of Brazos County, for Interests of public health, safety or welfare, or for failare to repair. any damages upon demand, or for any other reason deemed sufficient by Brazos County. In the event Company fails to comply with any or all of the requirements as set forth herein, the County Wray joke . such action as it deems appropriate to compel compliance.. The County Engineer further retains the right to revoPre this Permit by verbal notification to the Applicant/Company. ' b'aJlure to obtain This permit and/or note the County Engineer's Ofce 'ivithin 24 hours of beginning construction.: . shall consdintegrounds for job shutdown. By signing below, I cortify that I am authorized to represent the Company listed below,'and that the Company agrees . . to the conditip0provisions included in this permit. - td_ Compan Name / Signature J Title Vol. aGg pg y (Z WATER UTILITY APPROVAL . 41 LL : V LU Z.r :. F— ... w .:. w: - J W. � C) LL : V Z.r :. F— ... w J W. � .'. W R Z:° . LU .. LLJ W O ~ c.f . J. r .: • ire. 4 W.. Lu . .. 0 ..' W. .� 0. L lu {�it �;. n:. Li >Q . m L C Z LLJ I— (n.' .. zCL J z d . ' W �.. . U3 Z >::" 00 c�:•.Q V V Q < .. Z LJ Z U— c+e . ir) AvwdC-1"0U1 C; o • _ U . .�0 0 M w z W mi z LU U `. lu < o. .d < :. .. d o • a . 1-= V .,< a W LU W mi z LU U `. < o. .d < :. .. d o • a . 1-= V .,< a � W mi z LU U ,�lbYUl-do-1HJI!!. ' Vol. a Pg. < F < :. O Wuj 1-= V .,< a LU Lu w ^ .: w �. c3. Z . LLCL a.. (13 J Z o Z J � Z U O W o a.. COE LL> L„ F7 - Z z.. O. CC.. p OCC Cc W •< Z z 13L. _ > w An O O O Z V CL < z L ,�lbYUl-do-1HJI!!. ' Vol. a Pg. BRAZOS.COUNTY.ROADWAY SAFETY AND ROAD PRESERVATION STANDARDS FOR WORK CONDUCTED IN BRAZOS COUNTY RIGHTS OF WAY A. General Requirements 1. Adequate drainage shall be maintained. in ditches at all times. 2. Permittee will use best management practices ("BMP") (EPA and TCEQ both provide lists of examples of BMPs) to minimize erosion-aird sedimentation resulting from the proposed installation. 3. The permittee shall take precautions to avoid damage to property. All County Right of Way and property shall be restored to its original condition, as far as practical, in the opinion of the County Engineer or appointed representative. 4. The construction and maintenance of such utility shall not interfere with the property or rights of a prior occupant. 5. Permittee shall not interfeke with other utilities located in the right of way. In the event damages occur, permittee will be liable to the County or other utilities running through the right of way. 6. County Engineer shall determine whether or not.permittee's plans shall inconvenience the public. If it is determined that inconvenience to*the public exists, then the County Engineer will decide whether such project will be allowed or if an alternative exists so as not to inconvenience the public. B.. Safety Requirements . 1.. Proper traffic control measures must be put in place. prior to beginning work and remain in place during the duration of the job. All traffic control measures must follow the Texas Manual of Uniform Traffic Control Devices (TMUTCD). See Traffic Control Requirements below. 2. During construction, all safetyregulations of the Texas Department of Transportation shall be observed. 3. Permittee must take such precautions and measures, including placing and displaying safety devices- as may be necessary; in order to'safely conduct the public through the project area. Company shall provide flagmen, signs, signals -or devices necessary to provide complete safety to the public. 4. Adequate'provisions must be made to cause minimum inconveniences to traffic and adjacent property owners. 5. No cable, conduit and/or pole line shall be laid, constructed, maintained and/or repaired so as to constitute -. a danger or hazard of any kind to persons or vehicles using such road. Any poles placed in the' Right of Way for future- instal lation.shall be placed at the back of -the Right of Way. Exceptions maybe approved. by the County Engineer. C;. Traffic Controi Plan . 1. A traffic control plan, pursuant to the TMUTCD.or Engineered Traffic Control Plan must be provided. for.the following: a.. Any constriction (i.e.:pit, excavation, hole) left.open_overnight, requires specific nighttime traffic . control. measures pursuant to the TMUTCD; Vol. o q Pg. b. If construction is within ten (10) feet of the roadway; or c. Any work performed in the road right-of-way; 2. Plan must be attached to the permit and kept at the job site any time work is.being performed. 3. Plan must set. forth the time of completion for the job. D. Design Standards 1. All overhead installations shall conform to clearance standards of the Texas Department of Transportation and the pole be placed in the designated area for power specified as set forth in the Texas Utilities Code, :. Section 181.045. 2. All pole installation (including lighting) shall be placed at the backside of the Right of Way to ensure safety to the public. Any pole placed in violation, of this requirement will be required to be moved to the appropriate location at the company's expense.: Exceptions may be approved by the County Engineer. 3. All underground installations shall (these are minimum depths — utility may place deeper): a. be placed at a minimum depth of forty-eight (48) inches below the top of the pavement; . b. be at least thirty-six (36) inches; below ditch flow line when installation is within the area measured .: from top of bank to top of bank; e. be at least forty-eight (48) inches below ditch flow line if low'pressure gas or petroleum lines. For high pressure gas and petroleum lines, see High Pressure Pipelines requirements listed below; d. not be closer than ten (10) feet from the edge of pavement. Exceptions may apply in rights of way'of. less than 60 feet. 4. Water Lines: All water lines must be a minimum 36 -inches below the ditch flow. line and cased. Waterlines shall be cased if crossing under the roadway. . 5. Utilities in all new developments that have 60 feet or greater of right of way shall be installed within designated locations based upon the type of utility. The locations shall be as, follows: (measured from back of right-of-ivay). . Power— 0 to 2 feet,,nominally, .1' Phone - 2 to 4 feet, nominally 3' Gas - 4 to, 6 feet,. nominally 5' Cable -6 to 8 feet, nominally 7'. 6. Utilities with less than 60 feectight-of-way in all new developments.shall install the utility ina similar' manner as referenced 'in No. 3 above; however, the County Engineer or its designated representative will provide final approval of each utility location. :. 7.. The length of any trench to be opened in advance of the pipe, conduit or ducts may not be longer than 400' if left open over night or unattended. . S. Crossings'under a country road shall: a. be_bored or jacked. ABSOLUTELY NO OPEN CUTS WITHIN COUNTY ROAD PAVEMENT; b, be pressure grouted for the full length of the crossing -if the annular space between pipe and casing and soil exceeds one (1) inch. Brazos County must be given 24 hours notice of pressure grouting operations and have the opportunity to have an inspector on site to observe pressure grouting operations; C. TxDOT Standard Specification Item 476 shall be followed for all boring, jacking, tunneling and joints. 9. Sore Pits: a. no pits shall remain open longer than 2 days; b. all pits shall have proper traffic control measures in place. See Traffic Control Plan Iisted above._ c. pits shall NOT be- located within ten (1-0) feet from the edge -of pavement without prior approval from the County Engineefoi r his representative-;-.' d. when pits are to remain open for more than 8 hours, due diligence will be used in protecting the spoil pile to prevent drainage problems; e. based upon soil conditions, the County Engineer.or.his representative -may require shoring to 'protect _pavement integrity; f. based upon soil conditions, the County Engineer or his representative may require pits be placed further from the edge of road. 10. Any installation within -ten (10) feet of edge of pavement shall meet the following: a. location must be approved by the County Engineer or his representative - b. backfilled with cement stabilized material. c.. based upon soil conditions, the County Engineer or his representative may require shoring to protect pavement integrity. . d. all excess water and mud shall.be removed from the trench prior_to backfilling. Any backfill placed during a'rainy period or at other times where excess water cannot be prevented from entering the,' trench will he considered TEMPORARY and shall be replaced with PERMANENT cement stabilized material as soon.as weather permits; e. *,•all disturbed base and -pavement materials shall be removed and restored to the satisfaction of the County Engineer or his representatives. - - : f. no. side or lateral tamping to fill voids under the base and pavement materials is allowed. 11. Company must be careful to not jeopardize the slope or integrity of the shoulder of the road. In the event Company damages the slope, shoulder or any other portion. of the right-of-way, Company will be responsible for repairing the .damage _and replacing the right-of.--way.to the -condition -it was prior to. . commencing construction. 12. Operation of construction and/or maintenance equipment on the traveled . � surface of any improved County road -will not be permitted, except in an.instanee whereby the laying, construction, maintenance and/or- ' repair .of cables, conduits and/or pole lines cannot be accomplished by any other method and in this event all such equipment shall be'of the rubber tire variety. Appropriate traffic control shall be provided meeting TMUTCD requirements: 13. In the event said construction and/or maintenance and/or repair requires Company to remove,_ cut or :. jeopardize any section of the road (asphalt; cement, road base, etc.), Company will :be required _to provide a performance bond'o- Hetter'of credit -securing necessary repairs. Said bond amount will-beActermined by the County Engineer. 14. Theapplicant shall submit a lettefdf "No Objection" from the Army. Corps of Engineers for all designated wetlands and environmentally sensitive lands. E. Ajtg a ircd work = _ 1.- In the event Company is required to perform emergency services, that requires excavation in,a County Right of Way, and unable to notify the County Engineer prior to conducting emergency repairs, Company'. shall notify County Engineer within 24 hours of beginning construction/repairs. This will allow the County Engineer's Office an opportunity to inspect the site to'ensure the integrity of the County Right of Way and traffic safety controls used. F. Repairs ro existing facilities 1. Maintenance and/or repair to existing cables, conduits, and/or pole lines which require disturbance of the. soil, shall not be performed until plans describing such maintenance and/or repair have been approved by the County Engineer or its designated representative and a permit has been obtained. G. Relocation of utilities 1. When and if the County Engineer, determines that it is necessary for the construction, repair, improvement, alteration.or relocation of all or any portion of said road, any or all poles, wires, pipes, cables or other .; facilities and appurtenances authorized hereunder, shall be removed from said road, or reset or relocated `. . thereon, as required by the County Engineer within a reasonable time as determined by the County Engineer and Utility Company, and at the expense of the Utility. Company: H. Hielr Pressure Pipelines 1. All utility Permits for high pressure pipelines (generally 60 PSI or greater), whether pertaining to controlled access of non -controlled access installations, should contain the following additional- information dditional-information in the description of the permit. -diameter -Wall thickness: -material specification -minimum yield strength -maximum operation pressure'of the pipeline 2. With 'the exception'of the maximum operation pressure of the pipeline, this information is to be supplied for both the carrier pipe and the casing. 3. Assurance must also be given that the installation material and design meet the minimum Federal Safety Standards for Liquid and Gas Pipe Lines. Assurance must be provided ori company letterhead and signed:.: by an authorized representative ofthe company. 4. Petroleum.PipeIines: Depth . Type of Pipeline (below deepest ditch aradep Special Reguirements Encased Pipe Less than 10' Must be covered with concrete pad at least 36" "deep. Encased Pipe Greater than 10';, No concrete pad required _ Non -Cased Pipe Less than 10'. _ Must be'covered with concrete pad at least 48" deep . . Non'Cased Pipe 'Greater than" 10' No concrete pad required Concrete pad shall be minimum of 3'"' thick and width shall be"pipe diameter plus 18" minimum. 5. Under no circumstances will a pipeline be installed parallel to a CountyRoad within the Right -of Way:,: Transmission lines have, been determined to be petroleum pipelines (which includes natural , gas lines) and shall not be parallel to a County Road. 6. Natural Gas Distribution is a line that serves the final customer. . va aq� p. i� •��y! 71 R �~e- N� w M~ N R1 zP IMP, a AS. t K. M-R� o aT pl7-Io-NArU ,--------. *-----•—•—_ 4 =anyy �njj pm 9$aa0 e2- Ig f V V .."W 1 991 J qo Ja .[ i Ate. Rn�i,Qim�.�ww y ♦ $ g o I C R lfS�eIg b-Lr�. b6 �.Q.: y a a 6d$ rIara_ �� .b all ? € �{ q-9 be as g�j 3A will! It Ls. FLLS J.WL O� �.4tOJaa 1111 .MAO Al •[ar Q [a . oot o[ I a 1 ca tnt Oa 4 a o 11[1 at 0[ '?l R 'Is�to111a4. a y ui Vat °[ bd Van Oa Ai ■ . fj' , - .� • =„fie � $� NRE vin 4m as Al R a a _ JWlnali 4g pp{{ ?t ... "P11a6 .P[ .ItAP Al R[ 40Y e nn A VOI oa Al ■Yo$$ wlo+o:�i'�0��'{�'itvi w aiu�{E�vi�i�.'1.w1'°`'�a�w�w� q'c.,bP�:iv ai• :ln.'�'1 nrnatv[I° Vol. as R P9: �3 a 2 Sur. I h Eli. f R3 pl7-Io-NArU ,--------. *-----•—•—_ V V .."W 1 991 J qo Ja .[ i O e` j iw °a A/ ■ : e Com' to v C' =..f 4.-APIMUS .. �.lam �tDlnati CRIEZZ.•..ui f . c� .. t ...wlnwa JtP1na4L E �� 2i - Zd _ _e«sa S$b__y�r TTC� 0.�� will! It Ls. FLLS J.WL O� �.4tOJaa 1111 .MAO Al •[ar Q [a . oot o[ I a 1 ca tnt Oa 4 a o 11[1 at 0[ '?l R 'Is�to111a4. a y ui Vat °[ bd Van Oa Ai ■ . fj' , - .� • =„fie � $� NRE vin 4m as Al R a a _ JWlnali 4g pp{{ ?t ... "P11a6 .P[ .ItAP Al R[ 40Y e nn A VOI oa Al ■Yo$$ wlo+o:�i'�0��'{�'itvi w aiu�{E�vi�i�.'1.w1'°`'�a�w�w� q'c.,bP�:iv ai• :ln.'�'1 nrnatv[I° Vol. as R P9: �3 Item Coversheet Is 0 Cly � Oh OTS BRAZOS COUNTY BRYAN,TEXAS Page 1 of 1 DEPARTMENT: CC 2019 - Utility Adjustment - _ Road -and Bridge NUMBER: Wickson Creek SUD - Dick Elliott F - Relocate 380' of 4" waterline t DATE OF COURT MEETING: 8/20/2019 ITEM: Approval of the Wickson Creek Special Utility District cost estimate of $13,600.00 for the relocation of 380 feet of 4 inch water line to accommodate the installation of bridge #3 on Dick Elliott Road. Site is located in Precinct 2. TO: Commissioners Court FROM: Darrell Koiwes DATE: 08/12/2019 FISCAL IMPACT: False BUDGETED: True DOLLAR AMOUNT: _ $0.00 BUDGET DETAIL: SOURCE OF FUNDS: 56001000-80715000 NOTES/EXCEPTIONS: Funding for this work will be coming from FY 2020. ATTACHMENTS: - - - - — - File Name Description IMi Utility Adjustment - Wickson Creek SUD - Dick Elliott Rd Back Utility Adiustment - Wickson Creek SUD - Dick Elliott Rd - Relocate 380 of 4 waterline to accommodate bridge installation-pdf - Relocate 380' of 4" Mate _ waterline to accommodate bridge installation. _ PR Duane Peters Vate County Judge Vol. q � Pg. l� httDs://brazos.novusaizenda.com/AizendaWeb/CoverShect.asDx?ItemID=19305 8/16/2019 DESCRIPTION UNIT COST TOTAL COST Labor & Materials for 380ft Line Relocation, Directional Bore and Tie In each side Will need 1 Easements Ij Item Coversheet Page 1 of 1 i17C i C `YTy P 9�T,Log BRAZOS COUNTY BRYAN,TEXAS DEPARTMENT: CC 2019 - Utility Adjustment - Wi Road and Bridge NUMBER: Creek SUD - Dick Elliott Rd - Rel. 320' of 8" waterline & DATE OF COURT MEETING: 8/20/2019 ITEM: Approval of the Wickson Creek Special Utility District cost estimateof $19,400.00 for the relocc 320 feet of 8 inch waterline and 1 meter to accommodate the installation of bridge #2 on Dick Road. Site is located in Precinct 2. TO: Commissioners Court FROM: Darrell Kolwes DATE: 08/12/2019 FISCAL IMPACT: False BUDGETED: True DOLLAR AMOUNT: $0.00 BUDGET DETAIL: SOURCE OF FUNDS: 56001000-80715000 NOTES/EXCEPTIONS: Funding for this work will be coming from FY 2020. ATTACHMENTS: File Name Description l Utility Adjustment- Wickson Creek SUD- Dick Elliott Rd Utility Adlustment - Wickson Creek SUD - Dick Elliott Rd - Relocate 320 of 8 waterline meter to accommodate bridee installation..odf - Relocate E 320 of 8" N waterline & 1 meter to accommodate bridge installation. "PRO .;►o L 17 Duane Peters bate County Judge httns://brazos.novusaizenda.com/Aj4endaWeb/CoverSheet.aspx?ItemID=193 04 8/16/2019 WICKSON CREEK SUD . P. 0. Box 4756 BRYAN, TX 7780S. Ph: 979-589-:3030 FAX: 979-589=3275 DESCRIPTION UNIT COST TOTAL COST Labor & Materials for.320ft Line Relocation, $18,800.00. Directionaf Bore and Tie In Each Side Dig up & Move Existing Meier, Retap at the New Location Will need 2 Easements Vol. aga pg. 17. BRAZOS COUNTY, TEXAS BUDGET AMENDMENT(S) FOR THE 2018-2019 BUDGET YEAR NO. 18/19 46.1— 46.8 On this the 20th day of August 2019 at a regular meeting of the Commissioners' Court, the following members were present: A. Duane Peters, County Judge, Presiding B. Steve Aldrich, Commissioner, Precinct 1 C. Sammy Catalena, Commissioner, Precinct 2 D. Nancy Berry, Commissioner, Precinct 3 E. Irma Cauley, Commissioner, Precinct 4 F. Karen McQueen, County Clerk The following proceedings were held: THAT WHEREAS, on 20th day of August 2019 the Court heard and approved a budget amendment(s) for the 2018-2019 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 11 September 2018, the following amendment(s) to the original budget are hereby authorized, as described on the attached page(s). ADOPTED AND APPROVED this the 20th day of August 2019. THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS. By: Qu-ane` Peters, Coun Judge Original: County Clerk's Office and Attached to the original budget • BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No, 18/19 - 46.1 8/20/2019 FUND DEPARTMENT DIVISION CATEGORY DESCRIPTION Increase Decrease General Fund District Attorney Departmental Support 1.524.98 General Fund District Attorney Minor Acquisitions 1.524.98 District Attorney Reallocation of funds to the appropriate de artmenfs account to purchase a scanner and printer for the Victim's Assistance Coordinators. ^�{ i _X f tilt het :i rtment.A is t County Judge Approval , Date Vol. a�% Pg. �_ FUND DIV ACCT DR/CR ACCOUNT NAME Increase Decrease 0100 19000100 60600000 CR OQiee Supplies 1.524.98 0100 19000100 67203000 DR Minor Computer Hardware 929.98 0100 19000100 67670000 DR Printers 595.00 Vol. a�% Pg. �_ BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 18119.46.2 aMnmma FUND DEPARTMENT DIVISION CATEGORY DESCRIPTION Increase Decrease General Fund Associate Judge #1 Departmental Support 1,802.53 General Fund Associate Judge #I Minor Ac uisidons . 1.302.53 Associate Judae #1 ......_ .-.. Reallocation of funds to tile appmpriatc do artmeds account to purchase a TV display. computer and sotfivare for the Associate Judge #1 Courtroom. 1±urAcru�hhp�:l'ur` atesOn ,mak:' , r.4 ��. Via; ��zp ; ���.. ,x vWs �:�� ,:;�.��' FUND DIV ACCT DR1CR ACCOUNT NAME Increase Decrease 0100 22600100 60170000 CR Copier/Printer/Fax Supplies 648.55 0100 22600100 _ 60500000 CR ui ment& rr Enbancemen[ _ '' _ _ 144.67 0100 22600100- 60600000 CR Office Su 'lies "' 600.00 0100 22600100 61620000 CR Subscri tions& Pubs 409.31 0100 22600100 67203000 DR Minor Computer Hardware 1.009.31 0100 22600100 67281000 DR Equipment - Electronic 793.22 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No.1 B119 - 46.3 812 012 01 9 FUND DEPARTMENT DIVISION CATEGORY DESCRIPTION Increase Decrease General Fund Commissioners' Court Contingency Departmental Support 2.600.00 General Fund Risk Management Departmental Support 2.600.00 Risk Management Reallocation of funds to the appropriate department's account to cover drue testing for the remainder of FY 19. DeJ artrnentllPOate.. t L Conntk 44:040 A004N J .-LE' ✓ ,.Date _i "i-1- x121 �_�.., �, ,.,,�.: .mss we, d=k s) --e F. .<-.. �e�Atenunbn En cc OnI _ , . ��.� , ms�� � � tea. �i� „ v FUND DIV ACCT DR/CR ACCOUNT NAME Increase Decrease. 0100 11001500 61130000 CR Contingency 2,600.00 0100 12500100 61240000 DR Drug Testinz 2,600.00 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 18119 - 46.4 8120/2019 FUND DEPARTMENT DIVISION CATEGORY DESCRIPTION Increase Decrease JP Tech Fund JP Tech Fund - JP #2 Minor Acquisitions 628.86 JP Tech Fund JP Tech Fund - JP #2 Departmental Support 204.53 JP Tech Fund JP Tech Fund -JP #2 Repairs & plaint 424.33 FUND DIV ACCT DR/CR ACCOUNT NAME Increase Decrease 2400 24005200 67203000 CR Nlinor Computer Hardware 628.86 2400 24005200 60211000 DR Software - No tae 204.53 2400 24005200 65055000 DR Justice of the Peace. Pet. #2 424.33 Reallocation of funds to the appropriate department's account to purchase security cameras with software to be placed in the hallway between Justice of the Peace. Pct. #2 Office and Jury Room. nnm_ Date >, 2 k t= J h Det;Ap Coup Jud `e A royal _ _ _. ; Date ri _ 9 PP... _ LED FUND DIV ACCT DR/CR ACCOUNT NAME Increase Decrease 2400 24005200 67203000 CR Nlinor Computer Hardware 628.86 2400 24005200 60211000 DR Software - No tae 204.53 2400 24005200 65055000 DR Surveillance & Sec Maint 424.33 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 18/19 - 46.5 Rrow,im a FUND DEPARTMENT DIVISION CATEGORY DESCRIPTION Increase Decrease General Fund Commissioners' Court Non -Departmental Minor Acquisition 960.71 General Fund Information Technology I.T. Services Minor Acquisition 960.71 Commissioners' Court and Information Technology Reallocation of funds to the appropriate departmerifs account to purchase a computer on die aged rollout list H Y H� Z F IR 3_ nnm• County dor aeeounun�Pur oses t)ni_'' a�`., .5 `Ilk FUND DIV ACCT DR/CR ACCOUNT NAME Increase Decrease 0100 11000500 67203000 CR Minor Computer Hardware 960.71 0100 14000200 672030000 DR Minor Computer Hardware 960.71 vol. oZG Pg. a3 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 18119 - 46.6 AMntl3nia FUND DEPARTMENT DIVISION CATEGORY DESCRIPTION Increase Decrease JP Tech Fund JP Tech Fund - JP #4 Departmental Su ort 1.628.20 JP Tech Fund JP Tech Fund - JP R4 Minor Acquisitions 1.628.20 Justice of the Peace. Pct. #4 Reallocation of funds to the appropriate de artmenfs account to purchise a computer and scanner for an intemtclerk work station. 14"s_ s ,t� Ek. t prim, nm _:8/14/2019' epartm ntApprova_;`. __ For�ecountin Pn� esOnit's�+^,..'��_.r FUND DIV ACCT DR/CR ACCOUNT NAME Increase Decrease 2400 24005400 60170000 CR Co ier/PrintertFax Supply 836.22 2400 24005400 61130000 CR Contingency 285.90 2400 24005400 61801000 CR Travel 506.08 2400 24005400 67203000 DR Minor Computer Hardware 1,625.20 a BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 18119 - 46.7 sizn12n1s FUND DEPARTMENT DIVISION CATEGORY DESCRIPTION Increase Decrease General Fund Commissioners' Court Court Support - Civil Professional Services 4.900.00 General Fund Commissioners' Court Court Support - Civil Salary and Wages 4.900.00 Commissioners' Court Reallocation of funds to the appropriate de artmeds account to cover die cost of visiting bailiffs for die remainder of FY 19. a FUND DIV ACCT DR/CR ACCOUNT NAME Increase Decrease 0100 11020000 72209000 CR CRT Appointed Interpreter 4,900.00 0100 11020000 51642000 DR Visiting Bailiffs 4.900.00 a BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 18/19 - 46.8 8!20/2019 FUND DEPARTMENT DIVISION CATEGORY DESCRIPTION Increase Decrease General Fund Facilities Services Contractual Services 12,495.00 General Fund Facilities Services Professional Services 12,495.00 Facilities Services Reallocation of funds to the appropriate department's account to cover the cost to perform limited structural desi m services and distress study at the Tax Office. vo1. aq 4� pg. acs FUND DIV ACCT DR/CR ACCOUNT NAME Increase Decrease 0100 17000100 71206700 CR HVAC Control Contract 12,495.00 0100 17000100 72590000 DR Professional Services - Other 12.495.00 vo1. aq 4� pg. acs PERSONNEL CHANGE OF STATUS REQUESTS Commissioner Court Date: August 20, 2019 Department Submitting Information: Human Resources Purpose of Submissions: Consider and Take Action on Change Requests Department Submitting Employee Request Action Requested Requests) Applies To County Judge Jett, Zachary Separation Brazos Center Contreras, Victoria Separation Exposition Complex Mota, Hector Jr. Employment Fleet Heavy Shop ' Quigg, Aaron Change of Status Health Department Sennett, Angie Separation Human Resources Mc-Levish-Huges, Madeline Employment Juvenile Services — Detention Mendiola, Joseph Separation Road and Bridge Marcantel, Michael Employment Sheriffs Administration — Courthouse Hines, Scott Separation Approved in Commissioners' Court: August 20, 2019: (— L %.-.. County Judge's or Commissioner's Signature: (This Copy to be attached to minutes) ftz Vol. ate_ Pg. a7 RETAINER AGREEMENT THIS AGREEMENT is made and entered into this Z�Lhay of 2019, by and between Brazos County, Texas, hereinafter referred to as "Client", and Allison, Bass & Magee, L.L.P. hereinafter referred to as "Attorneys". Recitals The Client is a political subdivision of the State of Texas. The Attorneys are duly licensed to practice law in the State of Texas and desire to render their professional services for the Client as provided herein. The Commissioners Court of Brazos County, Texas, acting in its judicial and executive capacity, finds that the public interest requires the retention of legal counsel to represent the County in the referenced matters. THEREFORE,, the Client hereby engages the services of the Attorneys, and in consideration of the mutual promises herein contained, the parties agree, as follows: Services of Attorney 1. The Attorneys will advise and represent the Client in legal matters as requested by the Client, by and through a majority vote of the Commissioners Court, pertaining to the legal issues regarding Richardson, et al. v. Texas Secretary of State, et al.; Civil Case No. 5:19-cv-00963; in the Western District Courtof Texas, San Antonio Division and on such legal matters as may be assigned by the Commissioners Court. Services will also include drafting and reviewing of documents, briefing, and any negotiations required for resolution of this matter. 2. This Retainer Agreement shall serve as the basis for understanding regarding fees and costs to be charged to the Client, but the subject matter for legal services may only be authorized by an Order of the Commissioners Court. Retainer Agreement Page I Vol. q8 p�. 3. Fees will include any and all necessary research, drafting and reviewing of documents, briefing, and any negotiations required for the proper disposition of any and all matters entrusted to the Attorneys pursuant to this retainer agreement. Compensation 4. For the services described in Paragraph 1, the Client agrees to pay the Attorneys the sum of $300.00 per hour for services rendered by partners of the firm and $275.00 for services rendered by associates of the firm. The client will be billed at the rate of $150.00 per hour for services rendered by any paralegal of the firm. A travel time fee of $150.00 per hour will be charged for all time actually in transit, in lieu of any hourly charge normally attributed to the timekeeper. The Client will also be billed for all direct out-of-pocket expenses including travel expenses, telephone, photocopy, facsimile costs, reports, studies, and exhibits incurred by Attorneys in the investigation of this matter. The Attorneys will provide Client with an itemized billing each month stating services rendered. Devotion of Time S. The Attorneys shall make themselves available for consultation with the Client at reasonable times, at the request of the Client. Term 6. This agreement shall be effective on the execution hereof by Client and shall continue in effect until the matter has been finally resolved or upon 30 days written notice by either party. The Client shall send notice to the Attorneys' office at 402 West 12th Street, Austin, Texas 78701, and the Attorneys shall send notice to the Client care of the County Judge, 200 S. Texas Ave. Suite 332, Bryan, Texas 77803. Retainer Agreement Page 2 Vol. —a�b Pg. w , L Prior Agreements Superseded 7. This agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. EXECUTED on the ,-,)-, day of , 2019. CLIENT ATTORNEYS BRAZOS COUNTY, TEXAS ALLISON, BASS & MAGEE, L.L.P. County Identification Number assigned to the contract as required by the Ethics Commission: Retainer Agreement Page 3 Vol. ate. p9..2)o.