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2022-05-24 10:00AM REGULAR MEETING
BRAZOS COUNTY B RYAN, T EXAS FI L E &I MAY 20 P 2. 4q,:`� By: ,NCM NOTICE OF MEETING AND AGENDA BRAZOS COUNTY COMMISSIONERS COURT THE COMMISSIONERS COURT OF BRAZOS COUNTY WILL MEET IN REGULAR SESSION ON MAY 24, 2022 AT 10:00 AM IN THE COMMISSIONERS COURTROOM OF THE COUNTY ADMINISTRATION BUILDING, 200 SOUTH TEXAS AVE., SUITE 106, BRYAN, TX 77803, THE PUBLIC MAY WATCH THE MEETING LIVE AT FACE BOOK.COIWBRAZOSCOUNTYTX 1. Invocation and Pledge of Allegiance • U.S. and Texas Flag — Commissioner Berry 2. Call for Citizen input and/or concerns 3. Presentations and/or Discussions • 2022 Chamber Day Survey results by Glen Brewer Consider and take action on agenda items: 4 - 26 4. Approval for the Sheriff's Office to accept 50 donated used doors valued at $250.00. The doors will be used for training purposes. 5. Approval of Chapter381 Economic Development Agreement between Brazos County and Fujifilm Diosynth Biotechnologies Texas, LLC. 6. Request from the Sheriff's Office for approval to renew the agreement with the LESO Program asadministered by the Texas. Department of,Public.Safety. 7. Authorization for the County Judge to submit a form to the Texas Comptroller requesting a portion of unclaimed capital credits received from electric cooperatives for the year 2021 be returned to Brazos County. 8. Request from Sheriff's Office, Jail Administration, to purchase two (2) Soter TS Full Body Scanning Security Systems in the amount of $227,500.00 to be taken from Capital Improvement Fund. VOL Pg. alP 9. Approval of Amendment #3 to Contract #21-008 for Pest Control Services with Allstar Pest Control for the following which will now be known as Contract #23-002R: • a. add the new B I S D building • b. increase the service for the Brazos County Detention Center to include gnat maintenance • c. renew the contract for an additional year. 10. Approval of Contract #22-126 Licensed Sex Offender Therapist for Juvenile with Dr Gutierrez Jr. 11. Approval of the following committee for the evaluation of proposals for RFP #22-134 Third Party Guardianship Services. • a. Judge Amanda Matzke • b. Terry Hammond • c. Judge Jim Locke • d. Purchasing (Non -Voting) • e. Legal (Non -Voting) 12. Permission to advertise RFP #22-134 Third Party Guardianship Services. 13. Approval of Contract #22-135 Classification Software for Brazos County Detention Center with Equivant. 14. Approval of Contract #22-138 Nutritionist for Brazos County Juvenile with Priscilla Riedel Cohan. 15. Approval of Contract #22-139 for Risk Management Software with I nsureTech Software, LLC 16. Approval of the following committee for the evaluation of proposals for RFQ # C I P 22- 624 Architect for Brazos County Road & Bridge and Heavy Fleet Building. • a. Prarthana Banedi • b. Fred Paine • c. Silas Garrett • d. Purchasing (Non -Voting) • e. Legal (Non -Voting) 17. Permission to advertise RFQ #22-624 Architect for Brazos County Road & Bridge and Heavy Fleet Building. 18. Consider and take action on the Wickson Creek Special Utility District utility permit to construct a road bore for a 1 inch water line crossing under Forest Drive 350 feet northeast of Wooded Drive. Line will provide service to customer at 11132 Forest Drive. Site is located in Precinct 2. 19. Approval of the Final Plat of Los Lobos Subdivision Lot 20R, Block 1 & Right of Way Dedication; being a Replat of Lot 20, Block 1, Los Lobos Subdivision; Brazos County, Texas. Site is located in Precinct 2. 20. Approval of the Treasurer Report for March 2022 and Quarter Ending 3/31/2022. 21. Tax Refund Applications for the following: Overpayments • a. Joseph & Elizabeth Leblanc LVG TR - $90.68 22. Budget Amendments. • Budget Amendments FY 21 /22 32.1-32.4 ®le 2nJ5 Pg. 23. Personnel Change of Status. • a. Employment & Separations • b. Personnel Change of Status 24. Payment of Claims. 25. Convene into Executive Session pursuant to Texas Government Code §551.074 to discuss the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of county personnel. 26. Consider and possible action on Executive Session. 27. Acknowledgement of FY 2021-2022 Budget to Actuals by Funds as of May 18, 2022. 28. Juvenile Director's report on detention population. 29. Sheriff's report on inmate population. 30. Announcement of interest items and possible future agenda topics. 31. Call for Citizen input and/or concerns 32. Adjourn. FVol. Pg 0:1: 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 meting. Refusal to abide by the Court's Order and/or continued disruption of the meeting may result in a Contempt of Court Citation. It is not the intention of the Brazos County Commissioners Court to provide a public forum for the demeaning of any individual or group. Neither is it the intention of the Court to allow a member (or members) of the public to insult the honesty and/or integrity of the Court, as a body, or any member or members of the Court, or County employees, individually or collectively. Accordingly, profane, insulting or threatening language directed toward the Court and/or any person in the Court's presence and/or racial, ethnic or gender slurs or epithets will not be tolerated. Violation of these rules may result in the following sanctions: 1. cancellation of a speaker's time; 2. removal from the Commissioners Court; 3. a Contempt Citation; and/or 4. such other and/or criminal sanctions as may be authorized under the Constitution, Statutes and Codes of the State of Texas. The County Commissioners Court can deliberate or take action only if a matter has been listed on an agenda properly posted prior to the meeting. During the public comment period, speakers may address matters not listed on the published agenda. The Open Meeting Law does not expressly prohibit responses to public comments by the Commissioners Court. However, responses from the County Judge or Commissioners to unlisted public comment topics could become deliberation on a matter without notice to the public. To ensure the public has notice of all matters the Commissioners Court will consider, the County Judge and/or Commissioners may choose not to respond to public comments, except to correct 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. No 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 County Administration Building, 200 South Texas Ave., Suite 106, Bryan, TX77803, THE PUBLIC MAY WATCH THE MEETING LIVE AT FACEBOOKCOM/BRAZOSCOUNTYTX is wheelchair accessible. Handicap parking spaces are available. Any request for sign interpretive services must be made two working days before the meeting. To make arrangements, please call (979) 361-4102. vol. pg. act} MINUTES MAY 24; 2022 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, May 24, 2022 with the following members of the Court present: Duane Peters, County Judge, Presiding; Steve Aldrich, Commissioner of Precinct 1; Russ Ford, Commissioner of Precinct 2; Nancy Berry, Commissioner of Precinct 3; 1 rma Cauley, Commissioner of Precinct 4; Karen McQueen, County Clerk. The attached sheets contain the names of the citizens and officials that were in attendance. 1. Invocation and Pledge of Allegiance • I U.S. and Texas Flag — Commissioner Berry 2. Call for Citizen input and/or concerns Susan Fontaine with the Saddle Creek HOA discussed her concerns with I&GN, Straub and Stousland Road. She stated that the increased traffic, poor lighting and poor lane striping have created a dangerous situation around the snake -like curve in the road. Ed Young with the Saddle Creek HOA also expressed concern over I&GN Road. He recapped the previous Citizen input given by members of the Saddle Creek subdivision, adding that between the increased traffic, poor lighting and poor road conditions, it is a dangerous roadway. Mr. Young stated that the project to remedy the dangerous road situation has already been designed and now is the time to implement with the American Vol. --3159 pg.J Rescue Plan Act funds at the County's disposal. Anita Duncan with the Saddle Creek HOA echoed the sentiments of the two previous speakers. She stated that I&GN Road has been dangerous fora long time and that residents of the area were promised at one time the road would be straightened out. She expressed frustration over delays to the project though, it has already been designed. Ms. Duncan said that with the American Rescue Plan Act funds, funding of the project is not an issue and she wishes to see the Commissioners Court take the concerns of the citizens seriously. - Rodger Stout with Emergency Service District 1 made a request on behalf of the Precinct 1 Fire Department, that the road directly in front of the Fire Department be improved prior to the new water tanker truck arriving. He stated that the new truck would be heavy and likely do further damage to the road. Nick Bakalian discussed the fees associated with obtaining and renewing the Distiller's and Rectifier's Permit. Mr. Bakalian stated that he does not understand the benefit to the County in collecting these fees and that he wishes to see the fee reconsidered. 3. Presentations and/or Discussions • 2022 Chamber Day Survey results by Glen Brewer Chamber of Commerce President, Glen Brewer presented the results of the 2022 Chamber Day Survey. Mr. Brewer stated that a group of 175 volunteers were able to reach 760 businesses in the area and received a response from 606 of those businesses. The survey showed that an overwhelming majority of the businesses feel that their business will increase over the next year. Sixty (60) percent of businesses say sales have increased and sixty five (65) percent note their increased business as evidence of recovering from the economical effects of the COVI D-19 pandemic. A copy of the presentation is attached. Consider and take action on agenda items: 4 - 26 4. Approval for the Sheriff's Office to accept 50 donated used doors valued at $250.00. The doors will be used for training purposes. A copy of the donation form is attached. Motion: Approve, Moved by Commissioner I rma Cauley, Seconded by Commissioner Russ Ford. Passed. 5-0. Ayes: Aldrich, Berry, Cauley, Ford, Peters. 5. Approval of Chapter 381 Economic Development Agreement between Brazos County and Fujifilm Diosynth Biotechnologies Texas, LLC. A copy of the agreement is attached. Motion: Approve, Moved by Commissioner Nancy Berry, Seconded by Commissioner Irma Cauley. Passed. 5-0. Ayes: Aldrich, Berry, Cauley, Ford, Peters. Vol. �.. J�I pg. 2� 6. Request from the Sheriff's Office for approval to renew the agreement with the LESO Program as administered by the Texas Department of Public Safety. A copy of the agreement is attached. Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Nancy Berry. Passed. 5-0. Ayes: Aldrich, Berry, Cauley, Ford, Peters. 7. Authorization for the County Judge to submit a form to the Texas Comptroller requesting a portion of unclaimed capital credits received from electric cooperatives for the year 2021 be returned to Brazos County. A copy is attached. Motion: Approve, Moved by Commissioner Nancy Berry, Seconded by Commissioner Irma Cauley. Passed. 5-0. Ayes: Aldrich, Berry, Cauley, Ford, Peters. 8. Request from Sheriff's Office, Jail Administration, to purchase two (2) Soter TS Full Body Scanning Security Systems in the amount of $227,500.00 to be taken from Capital Improvement Fund. Motion: Approve, Moved by Commissioner Nancy Berry, Seconded by Commissioner Irma Cauley. Passed. 5-0. Ayes: Aldrich, Berry, Cauley, Ford, Peters. 9. Approval of Amendment #3 to Contract #21-008 for Pest Control Services with Allstar Pest Control for the following which will now be known as Contract #23-002R: • a. add the new BISD building • b. increase the service for the Brazos County Detention Center to include gnat maintenance c. renew the contract for an additional year. A copy of the amended contract and bid tabulation is attached. Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Nancy Berry. Passed. 5-0. Ayes: Aldrich, Berry, Cauley, Ford, Peters. 10. Approval of Contract #22-126 Licensed Sex Offender Therapist for Juvenile with Dr Gutierrez Jr. Commissioner Cauley raised concerns surrounding a potential lapse in counseling offered to the Juveniles if the contract is only renewed for a period of three, months. She then made a motion to not approve the contract. Commissioner Ford seconded the motion to not approve. Commissioner Cauley asked that Juvenile Director Linda Ricketson come forward to give further insight into the contract. Ms. Ricketson addressed Commissioner Cauley's concerns stating, the contract is set for a 3 month term to give time for the Juvenile Board to discuss it at the next meeting, while also making sure there is not a lapse in counseling services for the youth. Purchasing Director Charles Wendt concurred with Ms. Ricketson's explanation. At that time, Commissioner Cauley opted to withdraw her motion to not approve and Commissioner Ford rescinded his second of the motion. The Court then voted unanimously to approve Vol. �J Pg. a�� the contract as is. A copy of the service contract is attached. Motion:, Moved by Commissioner Nancy Berry, Seconded by Commissioner Irma Cauley.. 5-0. Ayes: Aldrich, Berry, Cauley, Ford, Peters. 11. Approval of the following committee for the evaluation of proposals for RFP #22-134 Third Party Guardianship Services. • a. Judge Amanda Matzke • b. Terry Hammond • c. Judge Jim Locke • d. Purchasing (Non -Voting) • e. Legal (Non -Voting) Commissioner Ford questioned who Terry Hammond is on the evaluation committee, as he did not recognize the name. Judge Peters answered that Terry Hammond is the guardianship attorney employed by Brazos County. Motion: Approve, Moved by Commissioner Nancy Berry, Seconded by Commissioner Irma Cauley. Passed. 5-0. Ayes: Aldrich, Berry, Cauley, Ford, Peters. 12. Permission to advertise RFP #22-134 Third Party Guardianship Services. Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Nancy Berry. Passed. 5-0. Ayes: Aldrich, Berry, Cauley, Ford, Peters. 13. Approval of Contract #22-135 Classification Software for Brazos County Detention Center with Equivant. A copy of the service contract is attached. Motion: Approve, Moved by Commissioner Nancy Berry, Seconded by Commissioner Irma Cauley. Passed. 5-0. Ayes: Aldrich, Berry, Cauley, Ford, Peters. 14. Approval of Contract #22-138 Nutritionist for Brazos County Juvenile with Priscilla Riedel Cohan. A copy of the service contract is attached. Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Russ Ford. Passed. 5-0. Ayes: Aldrich, Berry, Cauley, Ford, Peters. 15. Approval of Contract #22-139 for Risk Management Software with I nsureTech Software, LLC A copy of the service contract is attached Motion: Approve, Moved by Commissioner Nancy Berry, Seconded by Commissioner I rma Cauley. Passed. 5-0. Ayes: Aldrich, Berry, Cauley, Ford, Peters. 16. Approval of the following committee for the evaluation of proposals for RFQ # Cl P 22- 624 Architect for Brazos County Road & Bridge and Heavy Fleet Building. • a. Prarthana Banerji • b. Fred Paine • c. Silas Garrett • d. Purchasing (Non -Voting) • e. Legal (Non -Voting) Motion: Approve, Moved by Commissioner Russ Ford, Seconded by Commissioner Irma Cauley. Passed. 5-0. Ayes: Aldrich, Berry, Cauley, Ford, Peters. 17. Permission to advertise RFQ #22-624 Architect for Brazos County Road & Bridge and Heavy Fleet Building. Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Nancy Berry. Passed. 5-0. Ayes: Aldrich, Berry, Cauley, Ford, Peters. 18. Consider and take_ action on the Wickson Creek Special Utility District utility permit to construct a road bore for a 1 inch water line crossing under Forest Drive 350 feet northeast of Wooded Drive. Line will provide service to customer at 11132 Forest Drive. Site is located in Precinct 2. Motion: Approve, Moved by Commissioner Russ Ford, Seconded by Commissioner Irma Cauley. Passed. 5-0. Ayes: Aldrich, Berry, Cauley, Ford, Peters. 19. Approval of the Final Plat of Los Lobos Subdivision Lot 20R, Block 1 & Right of Way Dedication; being a Replat of Lot 20, Block 1, Los Lobos Subdivision; Brazos County, Texas. Site is located in Precinct 2. Motion: Approve, Moved by Commissioner Russ Ford, Seconded by Commissioner Irma Cauley. Passed. 5-0. Ayes: Aldrich, Berry, Cauley, Ford, Peters. 20. Approval of the Treasurer Report for March 2022 and Quarter Ending 3/31/2022. The Court voted unanimously to receive, approve and order filed as submitted the Treasurer's report for March 2022 and Quarter ending March 31, 2022. A copy is attached and made a part of these minutes. Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Russ Ford. Passed. 5-0. Ayes: Aldrich, Berry, Cauley, Ford, Peters. 21. Tax Refund Applications for the following: Vol. _� pg. Overpayments • a. Joseph & Elizabeth Leblanc LVG TR - $90.68 Motion: Approve, Moved by Commissioner I rma Cauley, Seconded by Commissioner Russ Ford. Passed. 5-0. Ayes: Aldrich, Berry, Cauley, Ford, Peters. 22. Budget Amendments. • Budget Amendments FY21/22 32.1-32.4 32.1 Reallocate Hotel Occupancy Tax Funds. 32.2 Reallocate funds for Sheriff's Office. 32.3 Transfer Capital funds to Sheriff's Office. 32.4 Transfer funds from I nformation Technology to Tax Office. Motion: Approve, Moved by Commissioner Nancy Berry, Seconded by Commissioner Irma Cauley. Passed. 5-0. Ayes: Aldrich, Berry, Cauley, Ford, Peters. 23. Personnel Change of Status. • a. Employment & Separations • b. Personnel Change of Status A copy of the Personnel Change of Status requests is attached. Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Nancy Berry. Passed. 5-0. Ayes: Aldrich, Berry, Cauley, Ford, Peters. 24. Payment of Claims. Claims 8115324 - 8115449 9004940 - 9004991 Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner Russ Ford. Passed. 5-0. Ayes: Aldrich, Berry, Cauley, Ford, Peters. 25. Convene into Executive Session pursuant to Texas Government Code §551.074 to discuss the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of county personnel. At this point, the County Judge announced the Court would consider items 27 through 31 and then return to convene into Executive Session. Having considered the previously noted agenda items, at 10:49 a.m. the County Judge Vol. 3 Pg o 9L1O stated that the Court would convene into Executive Session to deliberate pursuant to Section 551.074 as stated above. The following individuals were asked to stay for the session: Cheryl Coffman, Executive Assistant Ed Bull, Chief of Staff/Civil Counsel Bruce Erratt, Civil Counsel Jennifer Salazar, Human Resources Director Katie Conner, Auditor Nina Payne, Budget Analyst 26. Consider and possible action on Executive Session. At 11:08 a.m. the County Judge announced the meeting open to the public and announced that no action would be taken on the Closed Executive Session. 27. Acknowledgement of FY 2021-2022 Budget to Actuals by Funds as of May 18, 2022. The Court acknowledged receipt of the 2021-2022 Budget to Actuals by Fund as of May 18, 2022. 28. Juvenile Director's report on detention population. Juvenile Director Linda Ricketson reported there are 36 juveniles in the detention center, 28 are male and 8 are female, and 30 have electronic monitors. There are 5 youth in isolation as per medical protocol for new intakes. 29. Sheriff's report on inmate population. Chief Deputy Paul Martinez stated there were 576 inmates in jail, 482 inmates are male and 94 are female, 68 have electronic monitors and 8 are pending for processing. 30. Announcement of interest items and possible future agenda topics. Commissioner Berry announced that today is election day for the primary runoff election, and encouraged all those who are able, to get out and vote. Commissioner Cauley reminded the public that the Galilee Church voting location is closed and proceeded to name several other voting locations in the area. Commissioner Ford asked that the Court take the time to reconsider the Distiller and Rectifier's Fee, requesting that Legal look into the matter. General Counsel Bruce Erratt clarified that the fee is a state fee that the County is legally able to collect up to one-half of. Mr. Erratt concluded by stating, he is still -looking into the matter. Commissioner Aid rich requested the Commissioners Court add the concern given by Rodger Stout during the Citizen input section to the County's list of projects. 31. Call for Citizen input and/or concerns There was no Citizen input. 32. Adjourn. The foregoing minutes of the Commissioners Court Meeting held May 24, 2022 have been examined and are approved in open Court this 7th day of June 2022, in Bryan, .Brazos County, Texas. Duane Peters County Judge Russ Ford Commissioner, Precinct 2 C � /07, o" A, � 7 Irma Ca le Commissioner, Precin 4 Attest: Karen McQueen County Clerk Steve Aldrich Commissioner, Precinct 1 O-k V Nancy Berivy Commissioner, Precinct 3 vol. _�pg. g- a Pg I of BRAZOS COUNTY COMMISSIONER'S COURT Ai� DAY /p_' cc Name (PLEASE PRINT) OF , 20 zz AM/P449 a-A- Organization (PLEASE PRINT) 6 t-1-2 (k I qe 11N d A (4-A L /Avv- I l u k -- �� ��✓ZA-d e vos. cl pg. a� Pg L of 3 BRAZOS COUNTY COMMISSIONER'S COURT A�r-' DAY OF , 2Oo AM/I, Name (PLEASE PRINT) 111mm QCh Ma- (s0�. mPr(�-SAA 40,3 P�O(LSOP Organization (PLEASE PRINT) kkjM. CoQjt-� PX64- F . � pg. Pg .3 of� Name (PLEASE PRINT) BRAZOS COUNTY COMMISSIONER'S COURT DAY OF.Jjjj,�� _9 1-AM/paw' - Organization (PLEASE PRINT) vol. pg CHAMBER OF COMMERCE BRYAN/COLLEGE STATION 2022 Chamber Day Survey Results Vol. 35:1 pg.aL Answered Survey 606 Did Not Answer Survey 154 Grand Total _ 760 otal Businesses Visited iswer Vol. 3!59__ pg. a= Increase 429 Decrease 58 Stay the Same 98 No Answer 21 Total What do you expect our local economy to do? 3% Vol. '�159 Pg. ass •Increase • Decrease Stay the Same ■ No Answer ki e o xa°�ae as 8 8 e m o m o S N N o n o 0 ,n m m vi rri o C T' g a. a. a° a r,xa.a.a.Xa'e, X a.° a. a: a. $ E n 0 ,0 0 0 m g a, m. w u+ ,a w m m o r tl o w o+ ,o S w to m -I rn n vi m v n It O C o N O NO ao ."-1 e� .Qi m N N app° eaet:� � 2: a\° a' $ a° ae a' a° a°• a° a' ate° O A Ql O m- O VI R? b 0 0 tin M N an, w O V S m O tV �4 0 .4 t0 O O to Ili M ,n Q O m 0 H u lo m is O I I O N g � co n n a, ,O O O ,D m N u $ o"'o : on n$ m o aa,, omo too n n w n n w N m tl ,n oo oo v, m ry w m m w w w N ti N e•1 N C y Q m m a C (I, O 0 aome a8ZVu o 0 0 1a,o E 0 n w o o 0 0 0O o o C C o O $0 S rot 8S m Sr;, SSSNNry m m N O o o e 0 0 o 0 0 "i .N+SS 0 0 W U 9 N n.1 N m N N O N 8g o v, 00 0 o ae a° m a.aea .•, w S S ca 0:' m- u N n o 0 0 o ni o rri 0 0 0 0 0 v �i m o o c m m aaea-0ae8ae8 aM aeoQ �O ZE�7NiJ3 n m9�S m wS Q p$ w w w w w w w r n W O O V O C O N I�0 E O a v+ .. N m N w n o r n m m o m C Q G N O N y Q C. N N d C a' a; a. $ Y. a. a. a. a: ga. 3: A° * a. ZR a. n o m m o o o n w w m w ,n o Z�> v ,n m n I o 0 o. N v 1p o n a o C ei t`l O O m N O N O O o O N ct N .y T w O a, a ae a� ae a. a° a. g ga. a. E o n 8 o+ 0 0 m o m w rn m ry w m ,lt n O w tl N M O M ey N r N N ,O N « N b M cS 0 0 o O V m o o m� °'0 N Ot ai N 0 e 9 `O a. a. a; a. a. 9p a. a° 32 op a: a° a. a. a: a° e00i �i S m S S v S „wi O T 1p S O n o w m m Lq of 0 0 0 m o w 0 m w 0 0 0 od ni Ci � w C O a9 a. ry ,o ,a m ,0 ,n v, v � .•. m y 0 0 �i o w* .i o N e m ,d 0 o 1n 0 c n w w w m w w o L n n w n r ,n w N m m M vi p w,a IN•+ v m c m n r i a u UI d R' u m _v ao Ti CF u c 01 a J « 0 o m 7 o a c E a w u V C C m N oa Ta aci d o 0 E`aLa m E A E VOL Pg. C u e 0 c 0 ^n m m e e gN m �� 0. MO L � 9 E E 0 0 omU °o a o m c r ro o n a y S a10i u� a s � Z o o s �Y K C' W. N vi N F Increased Decreased Stayed the same No answer Total 363 76 151 16 606 Compared to the last 12 months, how have your sales changed? 3% •Increased E • Decreased I ri Stayed the same f a No answer i i y a m �e X a2 � S r9 m n •`�+ m r��Njv^ .�bo$v � ry H ti m r'"i r`�i ry r4i r�Oi m � m � nm N p p n N V S N vml vl 4 d n M UMMbI �p/1 Ynf V N p� •+ pVpf N .y W C n m U c L a W � � e � L IOD. � S O S O� S S T H � O S W = y3j N O O N O t�l O O� IC O O N G O p n �U m O O O ON 41 C N QG L 0 m NL) A a E n SS8�oSe U N C ; t $ Ay fO y o o S cry n °� S$ Ci �p Q m C '4 O O O S N a v°1i O S N m b N N N O N N V O N S N N S 06 N 4 N rmn N m m O 00 N O r• d 'C N p Q O 10 9 m p N o N �m u m ry gg�,, g 8 N O O v b a m UI a�ke o t N E V N m m m y r n o p p m o po n o o n N c N o r n m ai m o n o^o 0 m p o m m J y co 5 N O v ci z Z C Oti co$$�� i.i O i U b M n 8 ��jj abab,� apap.. apap.. M O O o O N tb�1 S O O = G N O Q ❑ O G m G rV C 6 C G O m t E m S gg,, n 8 v S '�. e S o "' niOi `" • e M a� m H (A ' N N 44 S b S m m S o r a �i a ry vi N Q r o u o b m n m S vi 2S m o o m m c m c m a ° K � m a a e c N yN� O_ N b C O u o x w ° •'O aNm L O� d W m l! O m U � N a 1' C ° E N u B. O O u -- a m C V O o 2 - � .. C .-. O Z m 10- m 0❑ O C o O G � � ait ap4i Vol.,35 pg, t Excellent 301 Good 233 Average 59 No Answer 10 Poor 3 Total 606 Quality of Life in Brazos Valley I i { i ® Excellent ® Good o Average I i ■ No Answer F! Poor i w C J O ] N N U N N 0 m oaa E d EU 0 0 0 CL ni a aeazaeo;eo�eodFX0So0S8aXN .00 0 0oo 6N,00000a o 00 o m o° 000 odooccD0ov000 0a c ae ae ae x x x ae ae ae ae ae a ae ae ae ae ae ae � e Sn�$ngo�o OiS�a �' �amo "' dc�000 o0oo0nao .. �oro0 Q r 3e o X 2e 2e 3e o`e a\° 0 Pi 9 A° g 9 9 9 w u?mToo, utnmutmmni,m Qom m T v voi Ll uuli o ubi$Sa�°.+u,no m°.�Ln � U N � N ✓1 �G VI b b Q Q t0 � Y�1 V h N �O N Lu N N ti N .9 O O a o� N d 1' 8eee9 9g eaexo A a g g 9 9 °3d� Q000000S�� �gso -L Q CD O H O u�i A O 0 0 9 `e 9 A 9 0 0 9 a° Yoeoo$ooS�$o _00 r ou,00moo0oo0000 .+000 0 m 6So6oSS- mo$S o0boC8c; o�600o10.00 Q N g oom0B<SCSSoI? IliLlM m1%S 0 oad od bw m 0 O O O O O O N O O C C r n 00 N O Y N n�a Q ppO C S 'i b b 1011 r t� m a tl ,n u1Oi O � G N N v K o�d S ci S z0�i o Q S So SO Sv�^o :°SSS ,o oom0000d00000 ++;000 `o ae a x X* e 9 a x X e a g v e a vAoi $S000000SSOSODio oo$o 60.000000000000 .+000 m ;e opt' 2e �e X dC dppe 2e ,� 3E 9 e X e X 3e aOO' Q O N Xp A' 2e 2e 3e 2pC J: 2e opp po�° 2e R A° �' 2e 22 ae � VOI t0.1 l0 tT.l C N 11 tm.l YOt YO'1 b-1 � M T O ,m.l O 00 C o m m n+ u ° o mm$oo�qmTmmutli'R .�+vinry ° � ubiemmaa�nemmmme a auO1im.Q. u of w e 0 0 a m m 0 K V A U � A c 0 0 0 0 O ° u 9 w i 3 c' A �o w LL° u a c° ¢ C 0 U L `u O Y tl A V N = E E m o—' oe c E q m Z o o cal c o 0 °+ 3 y m >> 9 0 r m 3 a` � n v g c ° y y y u c m m E`c O IL m = L^ a r+ o�Eu'9�9 °m^v; 'A Vol. Pg. Q Increase 269 Decrease 23 Stay the Same 302 No Answer 12 Grand Total 606 W U W G � X e 2 N > < 0 y a c a U a> a Q a A e Q 0 W ENV W O U ° T G V w y a o Q y N T h = V 10 1 O m O. o ,a, N N Z �+ d T 0 m .Q a a O 0 .- I— N E -COD e 0 Mc c LU 0 E C o COLT J= as O c NCL 0 x Sc N N U a Z >T } ❑ m o m A 0 39 9 9 9 2C O n 0 0 Vl O c� m O VI O m w w R O N o v O O. 0 N m .4 o o - . - t O N 2E * 99aA X v X * * 9* 9 *5 99 i 2 9 O n 0 N M O mTvw I OQl ND Q1wDl n O O mmI t vM wI Inm M n w o m vi O 0 oe 22 2E 3E s° 3f a: o`e o r, o n o00o a o 0 o u`Oi . O o 0 0 M 0 .� O O O u1 0 0 C M .-1 . M n . 39 9 A a* of . I. 39 9 e a el9 of 2.° 3, 9 O w m O O n h m O m o w N �D N M M w V1 O m u1 m l0 V1 O Li vl C O N (n h N N w o "In lD Vt o I v1 ew m m V1 w 2 p InN t. n I ;0 oo V Q V1 M mof e a2 9 2° ;e 9 9 9* 9 0 9 9 9 9 A 9 w O 0 N n Alt O O m t0 0 0 0 0 w vl w O O n N O N O O c0 Vf 0 0 N w m Ol QI .y O M N O Ul tD m n O N N M m T N 0 0 0 0 o ci o 0 0 00 0 06 0 0 O O OO O O O N N V O G O rl o . 9 o m $gm N o 0 o v cn ry o�oo v�io 0 I m M 0 En w W O In T 1D N O COO I Vn1 lw O N OM lwD a00 a M Vt .-I Ol m 01 w .y O n h MM m T M %D T N N O M r ti D o m .n O v n n o n v .i ry w m ti v s a Vo VOi .mi Q N C zn �nif ae °° e o ae a.° o a°. as oe ae X ae ae O v1 O O O V1 w 0 O 0 0 O O O O O O m O O O O O O m n N In0 0 0 m 0 0 0 0 O O O O O O 0 w O tV 00 a 3° at 3z of X F, N O M N O �D M m 0 m O M OI O O m M 0 m m w m 8 1r m o0 O O m 0 O of Mo 1 O M tp N In O m a R N ul M VI w T Q p Q Uf Q e} a C u d c ^ e n W N r(� MS u v - H E 3 c ux wU. m m m 5 O u _ e Q o ul 0 o° '.7 m C c CL E O Sr W 3 c m w L O Ea: O Y N V ' A ai a> O d Q a �m w E Ecow oeoUC 0 E , a a ytm 9 o 3a"LN7 �Uu w W m a` b N Crn 0 0 Q O O 7 C$ 0 O OOqiw iE a�N NEu V u v 0 �dJ oo C a E C N ��o'� v c 0 aOz C vinriiFrn3 Vol. Pg. `7 Good 254 Average 201 Poor 117 No Answer 34 Grand Total 606 How would you rate the quality of qualified applicants in our area for your type of business? I LI a Good oAilAverage c Pour n No Ansv.er IN W U W N C O m U � � LL Q O O aw U W ' N 0 L Q Nam L Z LL (D O o= o f �U to F O O 0. W E U C9 N W J J ' O U Z m o 9 a. 9 9 ae ZR ae a° a° ae * o 9 ae ae ae ae a 61 C 0)O ry 'i O n O al O O m O m n 00 00 m of V 0 3 ar N v) lA V1 .-1 O n vl N O O M O lD O N C a1 Z o ro N a; 0 0r� o 0 6 0 6 r-Z v o0 o0 0 �i rs A o ae a' 9 9 ae ae ae ae °\° a.° ;p o O � o o o 0 o N o o m o o a m a ° rrv„ lrvo 0N0 lnn a.i o M ri Clv 0 .0ao ri o 0 0 00 o M r: 0 Q o ae ae ae ae e ae 9 9 M° ae ae ae ae Z9 o ae m M al 00 O O h m rn O O a1 O lD O N n lO 10 N O n W m N O 1D O V1 ry W N a� N m m m Ol V y M M o o0 m N M O rl o C n lD rl N N O lD m V N Vl N N V V m O T n m n T N Q >° a a° �g o ae ae ae ae o el ae o ae Z9 O O 1D m O N O V m ID M m 1D to 00 O o O O O O N o0 m O al 11Y rV m ui O m ry N V1 m N O N Ve m r. N m O w n m m m VI m at ti al n O o0 O a oo c m m oo 10 Ln N co 1D c m m c c N a! 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C V _O E E O C> m > E i 06 a C1 0 E Z O c m O Q o O otf f• C •� V O w ,N d O 'O '= O d d t d d N _ c :� V m d V .O fn d > 0) > 0 O c O O y 0 N C 3 O C O C1 C '% rLL+, r d V O O ` 0 m w L- O c d ' C O O `� W lL O U y V O V c N m N c G1 d .O 7 w 7 O- O w O O d O I- O Q(U W C W W �V, d Li O C72.:? 2 � m � d � d G' d ���N m O U)US oC7 ,t Vol. I pg, O`l)V �E � C O Z C a1 r6 a of -C a 00 00 r h LO � rn a o Ic0 00 O N V Ln 1n 00 ` O V N C N o a c-1 O L) C O Q N a w 0 0 0 0\°\° o 0 0 0 o\°\° o 0 0 0\°\° O O O o Ln O Ln O O O O a) M rn O O O O lzt O lz� Ln O O O N OR LO O 0 O O M O m N 0 0 0 Ind* �i rn o\°\° O N O O 00 O [t O O O r- 0 00 m O M O O llzt O ri Ln O O Ln O LD LO O ko O NN-1 0 0 00 O a) a) N� O M rH r14 c-1 0 0 0 0\°\° 0 0 0 0 0\°\° o o r� O o m O rl O O o N r- rn m 0 m 0 0 o O r-I 0 0 0 Ln LI) N M o r; o o r4 o vi L6 o 0 00 00 .4 rci Ln ct m 0 Ln N O r N N LD Ln 0 0 0 0 0 0 0 O N O O M p %* O O O LD CT O e-i O m 0 O O O N O O O 00 rH N cr O l6 O O �4 O r-z O O O N t\ r� n Ln N N M "I Ln -4 G1- Ln rH N 0 0 � O Ln M 0 0 OOn) aa)) O 0 0 000L 0 DOn N r.� LD Lr) 0 0 O O O O 0 0 0 O O O 0 0 00 m o N o N a) LD O ci lD ct 0) u7 L-i N M c0) 00 .-1 O r� r m LO m Lf) rn O M LD Ln e-I c-i C o N LD o O Ln 00 O O O M m N a1 O 0 M .-r m In O O O O O O a) O 00 e-i O ct m LD LD Ln cr O O z C .a Qr -i r I N p M 00O N 00 O O C)a)�-I a1 Ct LD O R 0 a 0 0\° o o\° 0 0 0 0\° o o\° 0 0 0\' o\° IOR >> c�C = o) E r O Ln N rn M m m m M O O O M Ln M m r, LO r- Ln M m r, N 00 r1 0o r, LD T--r Ln c-1 00 (n +' m O y N N ei LD N M M M m r� N O cj u) N 00 LD r 1 LD e-i m m r-� N u1 r-I LD e-1 M N o0 N LD "I � o 0 0 0 0 0 0 0 0 0 lo° o 0 0 0 0 0 N R O I�r O o N a) M M M M (14 M O O 00 LD m M N LD M M O O Ln u7 a) 00 rn a) LD N LD co LD O LD 00 ON i N M o Ln LD N m m M M 4 N O N ct C1 M 00 LD LO M m O 4 Ln O Ln 00 m Lr) ct N c7 00 Ln N 0 N O o O 0 O O O 0 O O o 0 O 0 O o O O O Ln N O O 00 O M M O O M N O O LD w O O N LD O O r` LD m o Ln n O m Ln rn r1 0o Ln M a) N V 'i N Ln N M N m m O a) N O n N O LD H O Ln lD LD a) 00 H 4 m 00 "I m N ai 4 C O 00 N ro m M Ln r, -I N LO LD LO . -I � c-I N m Ln Q) N Ct NLO e I ,�-1 m C O O. R IO a� r .. , O V to O N d d a C y A c C C! ( a C C ' O ca a t/r p� a s > �. O �mm cGa c� �o EE mmw�� VC C o a CL rn cc O a r CL o ac E co' CD o c M ) � a w ` 0)U) O a cO a_,ar UO Na �c d ya) oG c n c u M 0 dn .+ O O a 0 0 C V xC d cw E a� G LZ O w R• V ` V O C O Q w W l j N u 2 Y a! 3 OL. E O C O O rV. a C X C O d C O O W d d 0 G01 G) d f0 L�0 d $' O d a0+ 'C ¢Uw a wwwu.m Cox;, x ��? � cew� IXMU) ) v, ncna�-trrn � z0 0 yam, ro 0 0 o 0 0 O 0 CD o 0\°\° 0 0 o 0 0 o 0 0 a 0 0\°\° o Ui o O O 0 00 o 0\°\° 0 o O o 0 a Lo 0 Ln 00 0 m It M O 0 0 o 0 o 0 O O O N O 0 0 O N H 0 0 H 0 O 00 H H H H M Ci 0 o\°\° O o o\°\° of n .III 0 o 0 O o 0 [Y H 0 O o 0 cf ry 0 O o 0 O 0 0 O 0 0 n Ln 0 n Ln 0 rn H 0 H Oo 0 Ln rn 0 00 H 0 0 O O o 0 0 Ln L!i H o o o H cr N o n H o 0 O H 0 00 N 00 N LD H H o rN 00 c-{ 0 o 0 O O 0 w N 0 O O 0 O O 0 Ln d 0 O O N.10, Ln [t 0 O O 0 O o 0 O 0 0 O 0 0 O O 0 00 O 0 LD rn 0 O rn o a) o 0 0 0 0 Ln O O Ln O O m O M O O O r-iH O O H N H a1 N O N O e O Ln O a) O O 0 O o O O H ICZt NOQ O O o H M 0 o Ln 0 o 0 o O a O M et o M D m H O n en o H n O o n O100, a Ln o O O o0 Ln n O 00 O N n O O ai n n 00 O O 00 H n n d n O n Ln 1p rn LD n 00 0 00 Ct 0Hl Ln H N co N 00 H O n n M G1 Ln m Ln O M M LD H Ln H TH O Ln N H d o 0 E 00 O N O O H Ln U ^ � C1 0 Q% o O LO o L Ln Ln C LO r`h d o C O CL N d �a PO o 00 m 0 O 0 I.-Ol M M 0 N ai 0 O o 0 m H 0 M M 0 O o 0 O 0 0 O o m O H LD 0 00 m 00 Ln 00 cn 00 LD O O Lj o rm oHo o -;T r. o0 o a o ai .4 H n H N LO O M M O O O o N rn 0 o O o at o0 O O O o n LO 0 n LD 0 0 o 0 00 H ONO, G LD Ln et p1 00 Ln O 00 LD O O �zr rn m M o 00 H o N er H O Lo H Lo H ci Ln 00 H al H r" H rl H m H ai o 0 I1' Ln 0 O O 0 M rrt 0 H 00 0 O o 0\° LO N o M c» n LD 0 O 0 O O O 00 LD O N et I:T H Ln C O O H .-i O cv9 M O H O ct 00 LD H O O O rN a1 Op r� LD O o O lD n I�T LD o m M 0 Ln M o O o O N n O M m o n LD O M co O 0 O o M n O n C) O n n o H H O M IZt o al H o O O o0 LO M LO M m H L) O 1::7 00 n M 00 CD LD M 00 O Ln N n LD LO Ln LD N lD H n n O H N m m m Ln rN LO LD LD N H rn c�-i-i Ln Ol N �' H M n CF O L. 2 U1 i m 'O O C N d C C L. 0 0 d� 0 a) N > a O �0 c. e. m 4) c c 05 C C E y 0)%6- c O O *6 w O= CL 0 ;° C V t «� = C d _c O D �. O C �_ w 0 O V N= O O 41 O 0 (n to C :: i L .L d m O w r+ O O m L V 0 w A V ` t C Q 'R N N 0 V C q� d d d +r N u�t..^,��c�ci�c,O °'=� r°EE �Ww� cv 0�r.�"��'d d QCOi0 d WWtiLc —.m C7SL= CV 41 4)� 4)�rn w v0,(a 0 12 BRAZOS COUNTY, TEXAS ACCEPTANCE OF DONATED/AWARDED PROPERTY * * DONATION OF COUNTY PROPERTY Date: 05/17/2022 ❑✓ Acceptance of Donated/Awarded Property ❑ Donation of County Property (Awarded property requires signed court documentation) ❑Acceptance of Donated Inmate Property (Requires signed inmate documentation— NO VALUE ASSESSED) Item Description: Used Doors Please provide all information requested below as applicable to the property being accepted or donated. Forms containing any blank fields will be returned for completion. Make: NA Functional Model: NA Year: NA SN/VIN #: NA Non -Functional. Explain if Non -Functional Non-functional Additional Description/Information: 50 Used dorm room doors to be used for breaching training. Doors are being replaced by SSC at TAMU for a refurbishment. The doors would have been discarded. Estimated Value: $ 250.00 of t)onated Check the appropriate account based on estimated value of property being accepted: 17161235000 (Donation -Other)* ❑✓ 60010000 (No Asset Tag -Under $500) ❑ 67010000 (Minor Property - $500 - $4999) ❑ 80010000 (Capital Property - Over $5000) Donation of County Property Check the appropriate entity property being donated to: Government Entity: Organization Name Other (Due to Statuatory requirements prior approval is required by Purchasing: Organization Name .......—I. - v.nw "G"Un//1 ul.,„vvv Ix m oe usea ulvz x jor casnicneciclunds donated to Brazos County. I certify that the above -mentioned item has been donated or awarded to Brazos County. This item has been received in good faith and upon approval by Commissioner's Court will become a part of the General Fixed Asset Account of Brazos County. The determination to accept or reject the donation will be made at the sole discretions of Commissioners Court based upon such things as usefulness, projected operating, maintenance and insurance costs. Requesting Department: Sheriffs Administration Department Name Organization Receiving Donated Property: Authorized Signature Authorized Signature T.t� '^n `r Zby Co mission Court on this olf day of l� V l A -t i (2Qg 01 Commissioners Court Approval Vol. 39�;;t pg. 2L ECONOMIC DEVELOPMENT AGREEMENT BETWEEN BRAZOS COUNTY, TEXAS AND FUJIFILIVI DIOSYNTH BIOTECHNOLOGIES TEXAS, LLC rr�� -rN This Economic Development Agreement (this "Agreement") is entered into as of the 2 � day of MAY , 2022 (the "Effective Date") by and between BRAZOS COUNTY, TEXAS, a political subdivision organized under the laws of Texas (hereinafter referred to as "COUNTY"), and FUJIFILM DIOSYNTH BIOTECHNOLOGIES TEXAS, LLC, a Texas limited liability company (hereinafter referred to as "COMPANY"). WHEREAS, COMPANY entered into an Economic Development Agreement with the COUNTY on or about December 10, 2015; and WHEREAS, COMPANY now desires to expand its presence by constructing an expanded facility on property located within Brazos County, Texas and more particularly described in Exhibit "A" which is attached hereto for all purposes (the "Property"); WHEREAS, the new facility to be constructed on the Property will consist of an approximately 138,000 sq. ft. expansion of the existing commercial manufacturing facility located at 3939 Biomedical Way for additional biomanufactaring capabilities for vaccines and gene therapies with an increase of approximately 150 FTEs as further described and defined herein as the Improvements; WHEREAS, the Improvements will result in new economic development in the County, including the increase of new jobs and ad valorem tax values within the County; WHEREAS, the Improvements will have a direct and positive economic benefit to the COUNTY; and, WHEREAS, Chapter 381 of the Texas Local Government Code provides that Texas Counties may create programs to promote local economic development; and, WHEREAS, COUNTY wishes to provide incentives to COMPANY to assist in the economic development of the COUNTY; and, WHEREAS, COUNTY hereby finds that this Agreement embodies an eligible "program" and clearly promotes economic development in the County and, as such, meets the requisites under Chapter 381 of the Texas Local Government Code and further, is in the best interests of the COUNTY; 1 Contract No.22300174 V14 NOW, THEREFORE, for and in consideration of TEN DOLLARS'AND NO/100 and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, COUNTY and COMPANY (each a "Party," collectively, the "Parties") represent and agree as follows: Article I General Provisions All of the above recitals are hereby found to be true and are hereby approved and copied into the body of this Agreement as if copied in their entirety. Article-H Definitions In addition to the definitions set forth in the recitals above, wherever used in this Agreement, the following terms shall have the meanings ascribed to them: "Affiliate" means any person or entity which directly or indirectly controls, is controlled by or is under common control with COMPANY, during the term of such control. A person or entity will be deemed to be "controlled" by any other person or entity if such other person or entity (a) possesses, directly or indirectly, power to direct or cause the direction of the management of such person or entity whether by contract or otherwise; (b) has direct or indirect ownership of at least fifty percent (50%) of the voting power of all outstanding shares entitled to vote at a general election of directors of the person or entity; or (c) has direct or indirect ownership of at least fifty percent (50%) of the equity interests in the entity. "Base Year Taxable Value" shall mean the Taxable Value for the Property as of January 1 of the year in which this Agreement goes into effect. "Chapter 381 Payment(s)" shall mean that amount paid as a grant under Texas Local Government Coe, Chapter 381, by County to Developer in an amount equal to fifty (50%) of Maintenance and Operations Rate portion of the Ad Valorem Property Taxes collected and attributable to the Incremental Taxable Value in the calendar year immediately preceding the year in which a Chapter 381 Payment is requested. Such amount shall be calculated based upon the Incremental Taxable Value for each year of the Agreement, unless otherwise provided herein. "COMPANY" shall mean FUJUFILM DIOSYNTH BIOTECHNOLOGIES TEXAS, LLC, a Texas limited liability company qualified to do business in the State of Texas. Contract No.22300174 V14 Fo�. � Pg. a3 "Completion of Construction" shall mean: (i) substantial completion of the Improvements; and (ii) a final certificate of occupancy has been issued for all of the Improvements. "Effective Date" shall mean the date upon which this Agreement is duly approved by the parties hereto. "First year of Incentive Payment(s)" shall mean the first calendar year immediately following the date of Completion of Construction. "FTE" shall mean any person who is an employee of COMPANY or an Affiliate (excluding temporary or seasonal employees) who is on the payroll in a budgeted position and has an officially scheduled work week of thirty-five (35) hours or more, works at the Property for COMPANY subject to COMPANY's then -existing work from home policies provided such work from home is being conducted within Brazos County, Texas, and who according to such person's employer's policy is entitled to full benefits as a full-time employee. "Force Majeure" shall mean any contingency or cause beyond the reasonable control of a Party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action (unless caused by acts or omissions of such Party), fires, explosions or floods, strikes, slowdowns or work stoppages. "Gross Payroll" shall mean the sum of the payroll.numbers that COMPANY and any applicable Affiliate reports to the Texas Workforce Commission quarterly for FTEs for the four preceding consecutive calendar quarters ending on or prior to a date of measurement under this Agreement. "Improvements" shall mean the approximately 138,000 square foot expansion to the existing commercial manufacturing facility to be constructed on the Property and other ancillary facilities such as reasonably required parking and landscaping along with new personal property for a combined total personal property and real property investment of approximately of three hundred million dollars ($300,000,000) at time of completion by January 1, 2025, subject to extension for Force Majeure. "Incentive Payment" shall mean the payment(s) granted by COUNTY to COMPANY upon meeting certain performance criteria set forth in this Agreement. "Property" means the real property comprised of approximately 12.45 acres more or less and as described in Exhibit "A", not including any improvements constructed on such real property. "Premises" shall mean collectively, the Property and Improvements following construction thereof, but excluding the Tangible Personal Property. Contract No.22300174 V14 3 FV01.__ Pg. a�� "Tangible Personal Property" shall mean tangible personal property, equipment and fixtures, excluding inventory and supplies, owned or leased by COMPANY or any Affiliate that is added to the Improvements subsequent to the execution of this Agreement. "Taxable Value" means the appraised value as certified by the Brazos Central Appraisal District as of January 1st of a given year. Article III COMPANY Obligations 3.1 General Obligation. COMPANY covenants and agrees that it will construct the Improvements and operate and maintain its business on the Premises as set forth in this Agreement, and for the time period and manner as set forth herein. The County will determine whether the minimum expenditure on improvements to the Property meeting the definition of Improvements herein is met by asking COMPANY to provide adequate proof of same along with a sworn statement by an officer of COMPANY ensuring its accuracy. Samples of adequate proof include affidavits of all bills paid, receipts, letters of completion from regulatory authorities, occupancy permits and other forms of proof. Amounts which may be considered as an investment on improvements include funds used to acquire, construct, upgrade, and maintain physical assets such as property, plants, buildings, technology, furniture, fixtures or equipment. Amounts for engineer's/architect's designs of facilities, surveying, master plans, plats, fees for registrations/applications, permits, project planning and management expenses, accounting fees, legal fees, and financing fees (including bank charges/fees, interest, and loan servicing costs) shall not be considered as an investment. : 3.2 Timely Construction of Improvements and Occupancy. a. Commencement of Construction. Construction of the Improvements on the Property must commence (which shall mean any earth moving activities) no later than January 1, 2023 (the "Start Date"), subject to extension for Force Majeure, and COMPANY shall notify the COUNTY of such Start Date. b. Completion of Construction and Occupancy. There shall be Completion of Construction of the Improvements, including issuance of all necessary occupancy permits from COUNTY, and COMPANY shall be fully operational by no later than January 1, 2025, subject to extension for Force Majeure. 3.3 Ongoing Occupancy. The COMPANY or an Affiliate of COMPANY must, subject to Force Majeure) continuously occupy and use the Improvements to leverage the existing commercial infrastructure to expand existing biomanufacturing capabilities for vaccines, gene therapies, Contract No.22300174 V14 4 Vol. 35 pg. acts and/or biopharmaceuticals commencing upon Completion of Construction and for each year for which there is an Incentive Payment. 3.4 Jobs. COMPANY currently employs approximately 600 FTEs. By the end of the third year following the date of Completion of Construction of the Improvements, COMPANY agrees that it will have created a minimum of 150 new FTEs with an average annual salary of eighty thousand dollars ($80,000) per j ob, for a minimum total of 750 FTEs which COMPANY agrees to have and maintain on the Premises for a total of ten years from the date of Completion of Construction of the Improvements throughout the term of this Agreement. 3.5 COMPANY failure to meet its obligations. a. Failure to meet construction deadlines and initial occupancy. If COMPANY does not timely meet all of the deadlines for Commencement of Construction and Completion of Construction, as well as complying with all reporting and inspection requirements set forth below, COMPANY shall not be entitled to the First Year of Incentive Payment, or if the First Year of Incentive Payment has been made by COUNTY to COMPANY, COMPANY shall reimburse COUNTY said amount as well as for any and all reasonable attorney's fees and costs incurred by COUNTY as a result of any action required to obtain the reimbursement of such First Year of Incentive Payment(s). Such reimbursement shall be due and payable 120 days after COMPANY receives written notice from COUNTY of its failure to meet its obligations herein. b. Failure to meet one or more ongoing obligations. Except as may be expressly provided for otherwise in this Agreement, COMPANY herein waives payment of any Incentive Payments for any year in which it fails to continuously have, operate and maintain all of the following: the Improvements in accordance with this Agreement, the requisite number of FTEs, the requisite average annual salary of such FTEs, and operating and staying operational substantially in the manner represented herein. Further, COMPANY shall reimburse COUNTY any Incentive Payments made in contravention of the terms of this Agreement. Finally, COMPANY waives payment of any Incentive Payments for any year in which it fails to comply with reporting and inspection requirements as set forth below. The foregoing waiver by COMPANY shall be the sole and exclusive remedy hereunder for any defaults by COMPANY stated in this subsection (b). 3.6 Reporting and Inspections. While this Agreement is in effect, annually within 60 days following the anniversary date of the Effective Date of this Agreement, the COMPANY will provide the following to COUNTY: a. Certification that it has complied with the terms of this Agreement, as applicable, including the provision of sufficient written information, records, and documents, to support its certification of compliance; and 5 Contract No.22300174 V14 b. A report showing the timely number of jobs created and maintained as required by this Agreement for every year this requirement and Agreement is in effect. Such report shall be certified by a Certified Public Accountant at COMPANY's expense, and signed by a legally authorized executive of the COMPANY; and c. Texas Workforce Commission quarterly reports further demonstrating that COMPANY met the employment and job creation targets for the preceding year when required; and d. Upon COUNTY's request, any and all additional information reasonably necessary for the COUNTY to determine if the COMPANY has complied with its obligations pursuant to this Agreement; and e. Upon COUNTY's request at least three (3) business days prior written notice, such reasonable access to the Property and its Improvements during regular business hours to inspect same to verify that COMPANY is complying with the terms of this Agreement. 3.7 Compliance with applicable law. The Property and the Improvements constructed thereon at all times shall be constructed, operated and used in the manner (i) that is consistent with COUNTY's Orders; and (ii) that is in accordance with all applicable state and local laws, codes, and regulations. 3.8 Ownership. COMPANY agrees to have it or one of its Affiliates continuously, subject to Force Majeure, occupy and conduct operations on the Premises for a period of at least ten (10) years from the date of Completion of Construction in substantially the manner set forth in this Agreement. Notwithstanding anything in this Agreement to the contrary, COMPANY may sell, assign or otherwise transfer the Premises to a third party to develop and/or to act as Iandlord of COMPANY. In such event COUNTY consent shall not be required provided COMPANY continues to occupy and operate the Premises within the time and in the manner as set forth in this Agreement. ` 3.9 Disclosure Requirements. When applicable, COMPANY agrees to comply with all applicable disclosure requirements, including those under Sections 2252.908 and 403.0246 of the Texas Government Code when entering into a contract that requires approval of the governing body of COUNTY unless falling within certain exceptions; and Chapter 176 and Chapter 381 of the Texas Local Government Code for vendor disclosure requirements for certain business relationships with local government officers or their family members and for information regarding economic development agreements. Article IV COUNTY's Obligations 0 Contract No.22300174 V14 4.1Incentive Payment. Upon COMPANY meeting its obligations as set forth under this Agreement COUNTY shall make the following Incentive Payments to it: a. Subject to the terms and conditions of this Agreement, provided that the taxable value of the Improvements total a minimum of $300 million at time of the date of Completion of Construction, COUNTY hereby grants an annual Incentive Payment to COMPANY in an amount equal to a percentage of the maintenance and operations portion of ad valorem taxes assessed, paid and not contested by the COMPANY relating only to the Improvements on the Property as follows: Annual Incentive Payment based on ad Year valorem 90% of M&O Portion of Ad Valorem Tax First Year of Incentive Payments Revenue 80% of M&O Portion of Ad Valorem Tax Year 2 Revenue 70% of M&O Portion of Ad Valorem Tax Year 3 Revenue 70% of M&O Portion of Ad Valorem Tax Year 4 Revenue 50% of M&O Portion of Ad Valorem Tax Year 5 Revenue 50% of M&O Portion of Ad Valorem Tax Year 6 Revenue 30% of M&O Portion of Ad Valorem Tax Year 7 Revenue 7 Contract No.22300174 V14 30% of M&O Portion of Ad Valorem Tax Year 8 Revenue 20% of M&O Portion of Ad Valorem Tax Year 9 Revenue 10% of M&O Portion of Ad Valorem Tax Year 10 Revenue f. The total amount of Incentive Payments will in no event exceed a total of four million, eight hundred eighty-one thousand, nine hundred three dollars ($4,881,903), at which time COUNTY'S obligation to grant Incentive Payments to COMPANY ends. g. COUNTY will remit the annual Incentive Payment to COMPANY no later than October 31 of the year following the taxable year, provided COMPANY properly submits to COUNTY all of its reporting requirements. Beginning with the First Year of .Incentive Payment COMPANY must meet all the requirements annually, entitling it to the corresponding Incentive Payment. For example, for the tax year of 2024, COMPANY would be required to make all tax payments due in the 2025 calendar year. The COUNTY would then make its tax year 2024 incentive Payment on or before October 31, 2025. h. During the period of the Incentive Payments herein authorized, COMPANY shall be subject to all taxation, including but not limited to, sales tax and ad valorem taxation; provided this Agreement does not prohibit COMPANY from claiming any exemptions from tax provided by applicable law. 4.2 Right to offset. COUNTY may, at its option, offset any amounts overdue and payable under this Agreement, including Incentive Payment payments, against any debt (including taxes) lawfully due to COUNTY from COMPANY, regardless of whether the amount due arises pursuant to the terms of this Agreement or otherwise, and regardless of whether or not the debt due COUNTY has been reduced to judgment by a court; provided, however (i) COUNTY shall provide COMPANY notice within thirty (30) days of determining that any debt is believed lawfully due to COUNTY from COMPANY; (ii) COMPANY shall have an opportunity to resolve or pay such debt to COUNTY within thirty (30) days after receipt of notice before any offset to amounts payable under this Agreement may occur; and (iii) COMPANY retains all rights to timely and properly contest whether or in what amount any debt is owed to COUNTY, and COUNTY may not offset any asserted amount of debt owed by COMPANY against amounts due and owing under this Agreement during any period Contract No.22300174 V14 8 voa. 3� Pg. ac19 during which COMPANY is timely and properly contesting whether such amount of debt is due and owing. Article V Tenn 5.1 Term. The term of this Agreement shall begin on the Effective Date and shall continue until the end of the 120' full calendar year following Completion of Construction (currently estimated to be December 31, 2036) unless terminated sooner pursuant to the terms of this Agreement. 5.2 This paragraph is required by Chapter 2264, Tex. Gov. Code and governs over any conflicting provisions of this Agreement. COMPANY agrees not to knowingly employ any undocumented workers, and if convicted of a violation under 8 U.S.C. Section 1324a (f) COMPANY shall repay the Incentive Payments to it from COUNTY as well as any other funds received by COMPANY from COUNTY as of the date of such violation within thirty (30) days after the date COMPANY is notified by COUNTY of such violation, plus interest at the rate equal to the 90 day Treasury Bill plus %2% (.005) per annum, from the date of violation until paid. COMPANY is not liable for a violation of this Section by a COMPANY Affiliate, or franchisees of COMPANY or by a person or entity with whom COMPANY contracts. Article VI Default 6.1 If COMPANY defaults in any term or condition of this Agreement, then, subject to Section 6.2 below, COUNTY shall not be obligated to provide Incentive Payments for that year in which the default occurred. However if COMPANY fails to maintain the required 150 FTEs or required average annual salary at the end of the third year following the date of Completion of Construction of the Improvements or any subsequent year thereafter relating to the Improvements and operations therein, COUNTY shall, in its reasonable determination, make an Incentive Payment to COMPANY of 25%, 501/o, or 75% of the total proposed Incentive Payment based on the percentage of actual FTEs to what's required rounding to the nearest matched percentage recited above. 6.2 COUNTY shall give to COMPANY notice of any default. To the extent a default may be cured, COMPANY shall have the right, but not the obligation, to cure the default within thirty (30) days of receiving written notice from COUNTY. If the default cannot reasonably be cured within a thirty (30) day period, and COMPANY has diligently pursued such remedies as shall be reasonably necessary to cure such default, then COUNTY shall extend for a reasonable Contract No.22300174 V14 0 vol. _ 3_t Pg. Soo additional length of time the period in which the default must be cured. If COMPANY fails to cure the default within the time provided as specified above or, as such time period may be extended, then COUNTY at its sole option shall have the right to terminate this Agreement with respect to COMPANY, by written notice to COMPANY subject to Force Majeure. 6.3 COMPANY's obligation to reimburse COUNTY payments made to COMPANY if COMPANY breaches this Agreement survives termination of this Agreement. 6.4 It is understood and agreed by the parties that, in the event of a default by COUNTY on any of its obligations under this Agreement, COMPANY's sole and exclusive remedy shall be limited to either i) the termination of this Agreement, or ii) a suit for specific performance. Article VII Miscellaneous 7.1 Notice. Any notice sent under this Agreement, shall be sent (i) by depositing such notice in the United States Mail, postage paid, certified, and addressed to the Party to be notified with return receipt requested; (ii) by depositing the notice with Federal Express or another nationally recognized courier service for next day delivery; or (iii) sent by electronic transmission confirmed by mailing written confirmation at substantially the same time as such electronic transmission, or (iv) personally delivered to the receiving party at the following addresses: If intended for COUNTY, to: Attn: County Judge Brazos County, TX 200 S Texas Ave., Ste. 332 Bryan, TX 77803 If intended for COMPANY, to: With a copy to: Attn: General Counsel Brazos County, Texas 200 S Texas Ave., Ste. 329 Bryan, Texas 77803 Attn: Controller and Chief Operating Officer FUJIFILM Diosynth Biotechnologies Texas, LLC 100 Discovery Drive, Suite 200 College Station, Texas 77845 Contract No.22300174 V14 10 Vol. 3�— Pg. '�o With a copy to: FUJIFILM Holdings America Corporation 200 Summit Lake Drives, Valhalla, NY 10595 Attn: Legal Department 7.2 Severability. In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable, and shall be read as if the Parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. 7.3 Governing Law. This Agreement shall be governed by the laws of the State of Texas without regard to any conflict of law rules. Exclusive venue for any action under this Agreement shall be the State District Court of Brazos County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 7.4 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an Original and constitute one and the same instrument. 7.5 Entire Agreement. This Agreement embodies the complete agreement of the Parties hereto, superseding all oral or written previous and contemporary agreements between the Parties and relating to the matters in this Agreement, and except as otherwise provided herein cannot be modified without written agreement of the Parties to be attached to and made a part of this Agreement. 7.6 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. 7.7 Assignment. This Agreement shall be binding on and inure to the benefit of the Parties to it and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. This Agreement may not be assigned by COMPANY (except to an Affiliate of the COMPANY which shall not require prior consent of COUNTY) without the prior written consent of Brazos County which consent shall not be unreasonably withheld, conditioned or delayed. 7.8 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 COUNTY and COMPANY. 7.9 Venue and Jurisdiction. Performance and all matters related thereto shall be in Brazos County, Texas, United States of America. 11 Contract No.22300174 V14 Vol. 7.10 Authority to 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 Parties represent that the persons executing this Agreement have authorization to sign on behalf of their respective entity. 7.11 No Debt. Under no circumstances shall the obligations of COUNTY hereunder be deemed to create any debt within the meaning of any constitutional or statutory provision; provided, however, COUNTY agrees during the term of this Agreement to make a good faith effort to appropriate funds each year to pay amounts under this Agreement for the then ensuing fiscal year. 7.12 Waiver. Failure of any Parry, at any time, to enforce a provision of this Agreement, shall in no way constitute a waiver of that provision, nor in any way affect the validity of the Agreement, any part hereof, or the right of the 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 of any other different or subsequent breach. 7.13 Construction. The Parties acknowledge that each Party and its counsel have reviewed and revised this Contract and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. 7.14 Force Majeure Events. Neither Party shall be considered to be in default in the performance of any material obligation under this Agreement when a failure of performance shall be due to an event of Force Majeure but only to the degree impacted by such Force Majeure event, and any specific references in this Agreement to Force Majeure shall not be implied to otherwise limit application of the foregoing. Neither Party shall be relieved of its obligation to perform due to Force Majeure if such failure is due to causes arising out of its own acts or omissions or due to removable or remediable causes which it fails to remove or remedy within a reasonable time period. Exhibits: Exhibit "A" Legal description of the Property Contract No.22300174 V14 SIGNATURES ON THE FOLLOWING PAGE 12 Vol. _�— pg. 303 FUJIFILM DIOSYNTH BIOTECHNOLOGIES TEXAS, LLC Date: Contract No.22300174 V14 BRAZOS TEXAS Duane Peters, County Judge Date: r3102 + C o-A a c L ATTEST: Karen McQueen, County Clerk Date: -4--o Date: 's - (� '� 13 Vol. EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY An approximately 12.45 acres of land located on Biomedical Way on Lot 2, Block 1 of Traditions Phase 23 filed in volume 11293 page 184 of the Official Deed Records of Brazos County, Texas. COMMISSIONER COURT MINUTES OF MAY 241 2022 ARE CONTINUED FROM VOLUME 359 Vol. (-,�o pg.�_ ' DISPOSITION SERVICES 74 WASHINGTON AVENUE NORTH BATTLE CREEK, M[GHIGAN 49037.3092 CLEAR:F,ORM : Law Enforcement Support Office (LESO) Application for Participation / Authorized Screeners Letter (This form isforState/Local Law Enforcement Agencies (LEA) only) *Indicates Required Fields SECTION 1: *Agency Name:''RRrazos COUnty:Sher)frs�Office_ - - _ Originating Agency Identifier (ORl) #:i�f p0cabiel 00210000 •- 77 *Agency Physical Address: 1700 Vllesf'State Higfivvay 21 = -_ *City: Bryan *State: *Zip Code: $Q3:*NCICP.O.BoxorAddressad°�Gm.'tthanaboeij-_LerawL-Oemin1iA *Phone #: {979) 361-4900.'7; *Email: sa66nftraz0scountvtK.Q6V . ' r --I NO Eman h eeeded wamomnd tote. mur--fflam Agency MUST have at least 1 full-time officer to participate in the program. indicate the number of compensated *Full-time: 10r 0 *Part-time: N/�- 1. officers with arrest and apprehension authority. Part-time field MUST be filled In: N/A, 0 or - is acceptable. l' '. s RTD Screener - RTD Screeners MUSTbe employed by the aforementioned LEA. Individuals identified below may request access to act as an authorized "RTD Screener" on behalf of this taw Enforcement Agency. Agency MUST have at least 1 RTD Screener. Enter "XXXXX" or "N/A" into all screener fields not used. Sergeant I)Ste'phen'. 110—&Qn *#1 *Official Title / Rank *First Name *Last Name isgarori@b-azoscguntytx:gov. (979).36 949 .AEG s' *Email *Phone Number POC (Aircraft/Small Arms/Vehicle) 42 *Official Title / Rank—� *First Name *Last Name ghouse@brazoscoun_tjitx.gov. : �_ . !(979.)361=49.83 �N7A *Email 'Phone Number POC(Aircraft/Small Arms/Vehicle) ICi ief Deputy ` ' Paul �' " _ " -' �- Martinez i #3 *Official Title / Rank 6First Name *Last Name martinez@brazoscountytx.gov (979) 361 9_ .9� 91 *Email *Phone Number POC (Aircraft/Smail Arms/Vehicle) — N/A W = =i N%A ..: :. N/A . ry #4 *Official Title / Rank *First Name 'Last Name *Email *Phone Number POC (Aircraft/Small Arms/Vehicle) ;NIA' N/A ' .: - .._.._T N/A : 95 *Official Title / Rank *First Name *Last Name *Email *Phone Number POC (Aircraft/Small Arms/Vehicle) • llfflk #6 *Official Title/ Rank *First Name *Last Name N/A; , . '__ _ "`:. �. �� NIA '-- :•:r t 'Email *Phone Number POC (Aircraft/Small Arms/Vehicle) NIA :. #7 *Official Title / Rank ' *First r *Last Name r FN LA *Email *Phone Number POC (Aircraft/Small Arms/Vehirle) Application Version: March 2022 Vol. Pg. 3� /1 ae1 oft J V hhLIIUN d: RESERVED FOR LAW ENFORCEMENT AGENCY USE ONLY Law Enforcement Agency/Activity-The LESO Program defines this as a Governmental agency/activity whose primary function is the enforcement of applicable Federal, State and Local laws and whose compensated Law Enforcement officers have the powers of arrest and apprehension. I certify that my agency meets the definition of a "Law Enforcement Agency/Activity" as described above. I certify that all information contained in this application is valid and accurate. I understand that I must provide my State Coordinator an application to update my agency ' ✓,i participant Information if the following Information changes: a) Chief Law Enforcement Official (CLEO) changes, b) Agency cy physical address changes, c) RTD Screener additions/deletions, d) that my agency is abiding by the current version of the LESO approved State Plan of Operation (SPO) and e) that my agency has a signed copy of the SPO on file. ✓,I 1 am signing this document as the CLEO of this law enforcement agency. *(Check only one): In my official position or as Acting/Interim, I am authorized to sign documents on behalf of the CLEO for this agency. If checked, 0 please provide appropriate documentation (i.e., current department policy, agency memorandum or other suitable documentation that provides such signature authority to the individual holding that official position). Bysigning this application, I certify that my Agency will comply with U.S. Code 2576o for all controlled property, which states; With the authorization of the relevant local governing body or authority, that my agency has adopted publically available protocols for the appropriate use of controlled property, the supervision of such use, and the evaluation of the effectiveness of such use, including auditing and accountability policies; and that It provides annual training to relevant personnel on the maintenance, sustainment, and appropriate use of controlled property. I certify under penalty of perjury that the foregoing is true and correct. Making a false statement may result in judicial actions or prosecution under 18 USC § 2001. Sheriff. : ' ;syrie: *TITLE *PR),NTEDTI'l�ST NAM rf *PRINTED LAST NAME: RESERVED FOR STATE COORDINATORS OFFICE USE ONLY By signing this application, I certify that as the State Coordinator/State Point of Contact, I have determined that: a) the agency meets the definition of a "Law Enforcement Agency/Activity" as described In Section 2, b) that all information contained in this application is valid and accurate, c) that the LEA is abiding by the current version of the LESO approved State Plan of Operation (SPO) and d) that the LEA has a signed copy of the SPO on file. *PRINTED NAME FIRST & LAST *SIGNATURE *DATE SECTION 4: RESERVED FOR LESO USE ONLY NOTICE FOR DLA DISPOSITION SERVICES PERSONNEL: Regulatory guidance outlining Screener Identification and Authorization must be accomplished in accordance with DOD 4160.21•M, Volume 3, Enclosure 5, Section 3 (k). In accordance with the aforementioned reference, the LESO Program authorizes the individuals Identified in Section 1 of this form to screen excess property at your facilities as authorized participants in the LESO Program. This authorized screener letter supersedes all previously Issued screener letters for this Law Enforcement Agency/Activity and is valid only on or after the date signed by authorized LESO signatory. Only two individuals authorized to screen per visit; however, additional personnel may assist receiving material previously screened and approved for transfer. *This agency is authorized to screen items via the LESO Program under authorized Agency DODAAC: *LESO Authorized Signatory: ' *Screener letter is valid one year from this date: *Signature Note: After one year from the LESO signatory date, the screener letter is no longervalid. LEAS may request a new screener letter through their SC/SPOC. LESO Notes: VOA. 3`Q 0 pg. P+2 of 2 Application Version: March 2022 State Plan of Operation (SPO) between: The State of Texas and the (State/United States Territory) Brazos County Sheriffs Office Law Enforcement Agency (LEA) 1) PURPOSE This State Plan of Operation (SPO) is entered into between the State/United States (U.S.) Territory and Law Enforcement Agency (as identified above), to set forth the terms and conditions which will be binding on the parties with respect to Department of Defense (DoD) excess personal property conditionally transferred pursuant to 10 USC § 2576a, in order to promote the efficient, expeditious transfer of property and to ensure accountability of the same. 2) AUTHORITY The Secretary of Defense (SECDEF) is authorized by 10 USC § 2576a to transfer to Federal and State Law Enforcement Agencies (LEAS), personal property that is excess to the needs ofthe DoD, including small arms and ammunition, that the Secretary determines is suitable to be used by such agencies in law enforcement activities, with preferences for counter-drug/counter-terrorism, disaster -related emergency preparedness or border security activities, under such terms prescribed by the Secretary. The SECDEF has delegated program management authority to the DLA. The DLA Disp Svcs LESO administers the program in accordance with (IAW) 10 USC § 2576a, 10 USC § 280, DoDM 4160.21 and DLAI 4140.11. The DLA defines "law enforcement activities" as activities performed by governmental agencies whose primary function is the enforcement of applicable federal, State, and local laws and whose compensated law enforcement officers have powers of arrest and apprehension. 3) GENERAL TERMS AND CONDITIONS -"DoD excess personal property" also known as 'items", "equipment", "program property", or "property". "DLA Disposition Services Law Enforcement Support Office" also known as "1033 Program", "LESO Program", "the program", or "LESO". "State or U.S. Territory" also known as "the State", "State Coordinator (SC)", "State Point of Contact (SPOC)", or "SC/SPOC". "Law Enforcement Activities" also known as "agencies in law enforcement activities", "Law Enforcement Agency (LEA)", "program participant", or "State/LEA". a) Property made available under this agreement is not for personal use and is for the use of authorized program participants only. All requests for property shall be based on bona fide law enforcement requirements. Authorized participants who receive property from the program will not loan, donate, or otherwise provide property to other groups or entities (i.e., public works, county garage, schools, etc.) that are not otherwise authorized to participate in the program. Property will not be obtained by program participants for the purpose of sale, Iease, loan, personal use, rent, exchange, barter, transfer, or to secure a loan. To receive such property, on an annual basis the LEA shall certify that they have: i) Obtained authorization of the relevant local governing body authority (i.e., city council, mayor, etc.). ii) Adopted publicly available protocols for the appropriate use of controlled property, the supervision, and the evaluation of the effectiveness of such use, including auditing and accountability policies. iii) Annual training in place and provides it to relevant personnel on the maintenance, sustainment, and appropriate use of controlled property, including respect for the rights of citizens under the Constitution of the U.S. and de-escalation of force. b) All costs associated with the transportation, turn -in, transfer, repair, maintenance, insurance, disposal, repossession or other expenses related to property are the sole responsibility of the LEA. The LEA shall also be responsible to reimburse the U.S Government (USG) for costs incurred in retrieving and/or repossessing property impermissibly transferred by the LEA to unauthorized participants. Page 1 of 14 Version February 2021 L01. 00 Pg. L4- I c) The LEA will maintain and enforce regulations designed to impose adequate security and accountability measures for controlled property to mitigate the risk of loss or theft of property. Program participants shall implement controls to ensure property made available under this agreement is used for official law enforcement use only. The State/LEA shall take appropriate administrative and/or disciplinary action against individuals that violate provisions of the Memorandum of Agreement (MOA) between the Federal Government and the State/U.S. Territory and/or this SPO, including unauthorized use of property. d) All property transferred to the LEA via the program is on an as -is, where -is basis. e) LESO reserves the right to recall property issued to a LEA at any time. f) General use of definitions/terms: i) Demilitarization (DEMIL code) -a code assigned to DoD property that indicates the degree of required physical destruction, identifies items requiring specialized capabilities or procedures, and identifies items which do not require DEMIL but may require Trade Security Controls (TSC). Program participants are not authorized to conduct physical demilitarization of property. ii) "Controlled property" -items with a DEMIL code of B, C, D, E, F, G, and Q (with an Integrity Code of "3". Title and ownership of controlled property remains with the DoD in perpetuity and will not be relinquished to the LEA. When a LEA no longer has a legitimate law enforcement use for controlled property, they shall notify the LESO and the property will be transferred to another program participating LEA (via standard transfer process) or returned to DLA Disp Svcs for disposition. iii) "Non -controlled" property" -items with a DEMIL code of A or Q (with an Integrity Code of "6"). These items are conditionally transferred to the LEA and will remain on LEA accountable inventory for one year from the ship date. However, after one year from the ship date, DLA will relinquish ownership and title for the property to the LEA without issuance of further documentation. During this one year period, the LEA remains responsible for the accountability and physical control of the property and the LESO retains the right to recall the property. Participants should return any property in this one year period that becomes excess to their needs or they otherwise determine is not serviceable. (1) The LEA receives title and ownership of DEMIL "A" and "Q6" property as governmental entities. Title and ownership of this property does not pass from DoD to any private individual or LEA official in their private capacity. Such property shall be maintained and ultimately disposed of IAW provisions in State and local Iaws that govern public property. (2) Sales/gifting of DEMIL"A" and "Q6" property after, one year from the ship date inconsistent with State/local law may constitute grounds to deny future participation in the program. (3) After one year from ship date, DEMIL "A" and "Q6" property may be transferred, cannibalized for usable parts, sold, donated, or scrapped. (4) Once the property is no longer on the LEA accountable inventory, the property is no longer subject to the annual physical inventory requirements and will not be inventoried during a LESO Program Compliance Review (PCR). g) All physical transfers of property require LESO approval. Program participants will not physically transfer property until the LESO approval process is complete. Program participants may request their SC/SPOC approval to temporarily conditionally loan property to another program participant (if mission requires). If the SC/SPOC approves the temporary conditional loan, it shall be done using an acceptable Equipment Custody Receipt (ECR). At the end of the temporary conditional loan, the item (s) shall be returned to the original LEA for accountability. All requests for conditional loans will be based on bona fide law enforcement requirements. Page 2 of 14 Version February 2021 vol. 5�po fig. 0 h) The program may authorize digital signatures on required program documentation. i) The LEA is not required to maintain insurance on controlled property, aircraft or other property with special handling requirements that remain titled to DoD. However, the LEA will be advised that if they elect to carry insurance and the insured property is on the program inventory at the time of loss or damage, the recipient will submit a check made payable to DLA for insurance proceeds received in excess of their actual costs of acquiring and rehabilitating the property prior to its loss, damage, or destruction. 4) STATE PLAN OF OPERATION The State shall: a) Assist in training LEAS with enrollment, property requests, transfers, tum-ins, and disposal procedures. b) Adhere to the requirements outlined in the- MOA between the Federal Government and the State/U.S. Territory and ensure MOA amendments or modifications are incorporated into this SPO and program participants are notified and acknowledge responsibility to comply with changes. c) Submit a SPO to LESO that shall address procedures for determining LEA eligibility, allocation, equitable distribution of property, accountability, inventory, training, and education, State -level internal PCRs, export control requirements, procedures for turn -in, transfer, and disposal and other responsibilities concerning property. d) Enter into written agreement with each LEA, via the LESO-approved SPO, to ensure program participants acknowledge the terms, conditions, and limitations applicable to property. This SPO must be signed by the current Chief Law Enforcement Official (CLEO) (or designee), the Civilian Governing Body Official (CGB) (or designee) and the current SC/SPOC. e) Provide program participants the following information: i) The LESO Program State POCs: State Coordinator (SC): Michelle Farris State Point of Contact (SPOC): Rolando Ayala State Point of Contact (SPOC): Laurie Patterson State Point of Contact (SPOC): John Riddick ii) SC/SPOC Facility Information: Physical Mailing Address: 5805 N. Lamar BIvd Bldg G Austin, Texas 78752 Email: TxLESOProeram(-dps.texas.gQy Phone Number: (512) 424-7590 Website: hops://www.dps.texas.gov/section/texas-lesnromam/texas-lesapro am Hours of Operation: 7:OOAM - S:OOPM (CST) iii) Funding to administer the LESO Program at the State -level is provided via: The Governor of the State of Texas has appointed the Texas Department of Public Safety to conduct Page 3 of 14 Version Februmy 2021 VoI. � S(X C� Pg. (a. management and oversight of this program All funding and staffing will be provided by the Texas Department of Public Safety. 5) PROPERTY ACCOUNTING SYSTEM The State will maintain access to Federal Excess Property Management Information System (FEPMIS) (or current property accounting system), to ensure LEAS maintain property books, to include, but not limited to, transfers, turn -ins, and disposal requests from an LEA or to generate these requests at the State -level and forward all approvals to the LESO for action. The State will: a) Conduct quarterly reconciliations of State property records. b) Ensure at least one person per LEA maintains access to the property accounting system. Users may be "active" or "inactive" in the system, so long as they are registered. Ensure registered users are employees of the LEA. c) Ensure LEAs receive and account for property in the property accounting system within 30 days. 6) LESO WEBSITE The State shall access the LESO website for timely and accurate guidance, information, and links concerning the program and ensure that all relevant information is passed to the program participants. The LEA shall access the Texas LESO website at https:/hvww.dps.tms.cov/section/texas-leso-propam/texas- leso-program, for timely and accurate guidance, information, forms and links concerning the program. 7) ANNUAL TRAINING 10 USC § 280 provides that the SECDEF, in cooperation with the U.S. Attorney General, shall conduct an annual briefing of law enforcement personnel of each State (including law enforcement personnel of the political subdivisions of each State). Individuals who wish to attend are responsible for funding their own travel expenses. The briefing will include information on training, technical support, equipment, and facilities that are available to civilian law enforcement personnel from the DoD. The state shall provide program participants training material as discussed during the annual LESO training which includes information on property management best practices to include (but not limited to) searching for property, accounting for property on inventory, transfer and turn -in of property when it is no longer needed or serviceable. 8) ENROLLMENT The LESO shall establish and implement program eligibility criteria IAW 10 USC § 2576a, DLA Instructions and Manuals and this SPO and retains final approval/disapproval authority for application packages forwarded by the State. Non -governmental law enforcement entities such as private railroad police, private security, private academies, correctional departments, prisons, or security police at private schools/colleges are not eligible to participate. Fire departments (by definition) are not eligible to participate and should be referred to the DLA Fire Fighter program administered by USDA. Law enforcement agencies requesting program participation shall have at least one full-time compensated law enforcement officer. Program property may only be issued to full-time/part-time law enforcement officers. Non -compensated reserve officers are not authorized to receive property. State law enforcement training facilities/ academies may be authorized to participate in the program given their primary function is the training of bona fide State/local law enforcement officers. Law enforcement training facilities/academies will be reviewed on a case -by -case basis. The State shall: a) Validate the authenticity of LEAS that are applying for program participation. Only submit to the LESO those application packages that the SC/SPOC recommends/certifies are government agencies whose primary function is the enforcement of applicable federal, State, and local laws and whose compensated officers have the powers of arrest and apprehension. If the State forwards an unauthorized participant application package, this may result in a formal suspension of the State. b) Have sole discretion to disapprove LEA application packages in their State. The SC/SPOC should provide notification to the LESO when application packages are disapproved at the State -level. Page 4 of 14 Version February 2021 Vol. �� pg.�— c) Ensure that screeners listed in the application package are compensated employees of the LEA and are TCOLE certified peace officers. A screener may only screen property for two LEAS. Contractors may not conduct screening on behalf of a LEA. d) Make recommendation on what constitutes a "full-time" or "part-time" law enforcement officer. e) Ensure LEAs update their account information annually, or as needed. This may require the LEA to submit an updated application package. An updated application package shall be submitted for (but is not limited to) the following: a change in CLEO, the addition or removal of a screener, a change in the LEA physical address or contact information, etc. f) Provide the LEA a comprehensive program overview once approved by the LESO for enrollment. The overview will be done within 90-days of a LEA being approved to participate. The LEA shall: a) Submit an updated application packet annually to the Texas SC/SPOC office no later than June 30. Any time there is a change in personnel, CLEO, contact information etc, the LEA shall submit an updated application packet within 30 days of the change. b) Once approved for participation in the program, at least one of the LEA's authorized screeners must attend a mandatory training class within (6) months and prior to approval of property requests. The class will be conducted free of charge to the LEA and will be held at a location determined by the Texas SC/SPOC office. Screeners who may have been previously employed by and screeners for other LEA's, may still be required to attend training as the training qualifies the LEA, not the individual. c) Upon completion of the mandatory training, at least one of the LEA's authorized screeners (preferably the one who completed the training), must create an account in the current property accounting system and maintain said account for the duration of the LEAs participation in the program, regardless if the LEA ever receives property from the program. d) Failure to complete all parts of the enrollment process listed above within (6) months of approval for participation, will result in the LEA being deactivated from the program. Once deactivated, an LEA may not apply for reactivation until the end of the following annual inventory cycle. e) LEA transfer of responsibility of program property assigned to the LEA. A change in CLEO, due to any reason, will not relinquish responsibility from the LEA for properly maintaining accountability of any and all assigned program property. If the new CLEO does not wish for his/her agency to continue participation in the program, the CLEO will notify the Texas SC/SPOC office in writing that they wish to return all assigned property to their assigned Disposition Site and/or transfer it to another participating LEA and exit the program. The new CLEO remains responsible for any and all assigned property until it is officially transferred or returned and the LEA's inventory is completely cleared. 9) PROPERTY ALLOCATION a) The LESO shall: i) Upon receipt of a SC/SPOC validated request for property through the RTD website, will review and give preference to requisitions indicating that the requested property will be used in the counter -drug, counter -terrorism, disaster -related emergency preparedness, or border security activities of the requesting LEA. Program participants that request vehicles used for disaster -related emergency preparedness, such as high-water rescue vehicles, should receive the highest preference. ii) Require additional justification for small arms, aircraft, ammunition, and vehicles and to the greatest Page 5 of 14 Version Febmary 2021 Vol. 3-00 Pg. extent possible, ensure fair and equitable distribution of property based on current LEA inventory and justification for property. iii) Reserve the right to determine and/or adjust allocation limits, to include the type, quantity and location of property allocated to the LEA. Generally, no more than one item (per part time/full-time officer) will be allocated. Quantity exceptions may be granted by the LESO on a case -by -case basis based on the justification provided by the LEA. Currently, the following allocation limits apply: (1) Robots: one (of each type) for every ten officers (full-time/part-time). (2) High Mobility Multipurpose Wheeled Vehicle (HMMWV)/Up-Armored HMMWV (UAH): one vehicle for every three officers (full-time/part-time). (3) Mine Resistant Ambush Protected (MRAP) / Armored Vehicles: two vehicles per LEA. (4) Small arms: one (of each type) per officer (full-time/part-time). (a) LESO may authorize over allocations of small amens in preparation for inevitable scenarios, i.e. training, equipment downtime (damage, routine maintenance, inspections) or other law enforcement needs. The chart below is the standard for small arms acceptable over -allocations: .Shall Arms Acceptable, ° ��Ovei=Allocations . _ #1bf;.Qfficbr's . # li";�t: — ; 1-10 2 or less 11-25 3 or less 26-100 5 or less 101-299 8 or less 300 or more 10 or less (b) In instances where small arm allocation amounts exceed the "acceptable over -allocation" levels, the LESO will coordinate with States to verify accuracy of the officer count. If small arm allocation is still beyond acceptable levels, LESO may authorize one of the following: 1) an exception to policy, 2) a transfer, or 3) a turn -in. b) The State 'shall: i) Assist the LEA in the use of electronic screening of property via the RTD website and shall access the RTD website a minimum of once daily (Monday -Friday) to review and process LEA requests for property. Property justifications shall be validated to ensure they meet the intent of 10 USC § 2576a as suitable for use by agencies in law enforcement activities. Prior to approving a request or transfer, review the LEAS property allocation report to prevent over allocation. ii) Upon receipt of a valid LEA request for property, provide a recommendation to the LESO on the preference to be given to those requisitions for property that will be used in counter -drug, counter -terrorism, disaster -related emergency preparedness or border security activities of the recipient agency. Requests for vehicles used for disaster -related emergency preparedness, such as high-water rescue vehicles, should receive the highest preference. The State shall consider the fair and equitable distribution of property based on current LEA inventory and LEA justifications for property. The State shall ensure the type and quantity of property being requested by LEAs is reasonable and justifiable given the number of officers (full-time/part-time) and prior requisitions for similar items they have received (both controlled and non -controlled property). Generally, no more than one of any item per officer (full- time/part-time) will be allocated. Page 6 of 14 Version Febnrary 2021 Vol. 5(-eo Pg. 9 c) The LEA shall: i) Ensure that the individual who will be screening for property and submitting requests on behalf of the LEA, has completed the mandatory training and has a full understanding of the allocation limits, justification requirements and forms utilized for all requests. ii) Ensure that at least one person maintains access to and understands the use of the property accounting system as long as the LEA is an active participant in the LESO program. iii) Ensure that the individual responsible for managing the property accounting system, notifies the Texas SC/SPOC office of any property that is damaged upon receipt or is missing quantities that were requested, so that an immediate adjustment may be made prior to receipt being made in the property accounting system. 11) PROPERTY MANAGEMENT Certain controlled equipment shall have a documented chain of custody (i.e. an acceptable ECR), including a signature of the recipient. Controlled property requiring an ECR: small arms (including parts and accessories), aircraft, vehicles, optics, and robots. It is encouraged to utilize ECRs for all controlled property. LEAs may request cannibalization on aircraft or vehicles. Cannibalization requests shall be submitted to the State for review. Cannibalization must be approved by the LESO prior to any cannibalization actions. The cannibalized end item shall be returned to DLA Disp Svcs within the timeframes determined by the LESO. - a) Aircraft -Aircraft will not be obtained by LEAs for the purpose of sale, lease, loan, personal use, rent, exchange, barter, transfer, or to secure a loan and shall be reported to the LESO at the end of their useful life. All aircraft are considered controlled property, regardless of DEMIL code. Aircraft that are no longer needed or serviceable shall be reported to the General Services Administration (GSA) for final disposition by the LESO Program Aircraft Specialist. b) Vehicles -Program participants that request vehicles used for disaster -related emergency preparedness, such as high-water rescue vehicles, should receive the highest preference. Vehicles will not be obtainedby LEAs for the purpose of sale, lease, loan, personal use, rent, exchange, barter, transfer, or to secure a loan and vehicles that are considered controlled property will be returned to DLA Disp Svcs at the end of their useful life. DLA Disp Svcs Field Activity/Site will identify qualifying DEMIL A or Q6 vehicles and may issue (upon LEA request) a Standard Form (SF) SF-97 to the LEA upon physical transfer of the vehicle. The LEA may modify the vehicle during the one year conditional transfer period. c) Ammunition-LESO will support the U.S. Army (USA), in allocating ammunition to program participants. Ammunition obtained via the program will be for training use only. At the time of request, the LEA will certify in writing that the ammunition will be used for training use/purposes only. The USA will issue approved transfers directly to the LEA. The LEA is responsible for funding all packing, crating, handling, and shipping costs for ammunition. The LEA will make reimbursements directly to the USA. Ammunition will not be obtained by LEAs for the purpose of sale, lease, loan, personal use, rent, exchange, barter, transfer, or to secure a loan. Ammunition obtained via the program shall not be sold. Ammunition will be treated as a consumable item and not tracked in any DLA inventory system or inspected during PCRs. LESO shall track and maintain necessary records of ammunition that has been transferred to LEAs and will post all requests, approvals, and denials on the LESO public website. d) Small arms: i) Small anus will not be obtained by LEAs for the purpose of sale, lease, loan, personal use, rent, exchange, barter, transfer, or to secure a loan and shall be returned to DLA Disp Svcs at the end of their useful life. Cannibalization of small arms is not authorized. Page 7 of 14 Version February 2021 Vol. 3� (�____ P. ii) Temporary modifications to small arms are authorized; permanent modifications to small arms are not authorized (i.e. drilling holes in the lower receiver of a small arm). In cases of temporary modifications, all parts are to be retained and accounted for in a secured location under the original serial number for the small arm until final disposition is determined. If the modified small arm is transferred to another LEA, all parts will accompany the small arm to the receiving LEA. iii) Small arms will be issued utilizing an acceptable ECR which obtains certain information about the property being issued to include (but is not limited to) the signature of the law enforcement officer who is accepting responsibility for the small arm(s), the serial number of the small arm, the date in which the law enforcement officer took possession of the small arm, etc. iv) Small arms that are not carried on an officer's person or in the officer's immediate physical vicinity will be secured using "two levels of physical security". Two levels of physical security meaning two distinct lockable barriers, each specifically designed to render a small arm inaccessible and unusable to unauthorized persons. Lockable barriers meeting this description may be either manual or electronic. v) Program participants no longer requiring program small arm(s) shall request authorization to transfer the small arm to another participating LEA or request authorization to tum-in/retum the small arm. Transfers and turn -in requests shall receive final approval from the LESO; small arms will not physically move until the LESO provides official notification that the approval process is complete. When taming -in small arms to Anniston Army Depot, the LEA shall follow LESO turn -in guidance. vi) Local destruction (DEMIL) of small arms is not authorized. vii) Lost, Stolen or Destroyed (LSD) small arms: (1) Program participants with multiple instances of LSD small arms in a five-year window will be assessed by DLA Disp Svcs to determine if a systemic problem exists IAW DLAI 4140.11. (2) DLA OIG investigations may be initiated if small anus are improperly disposed of or become LSD while in program inventory. The LEA may be required to reimburse DLA the fair market value of the small arms when negligence, willful misconduct, or a violation of the MOA between the Federal Government and the State/U.S. Territory and/or this SPO is confirmed at the conclusion of the Financial Liability Investigation of Property Loss (FLIPL). (a) Reimbursement will be within 60-days of the completion of the FLIPL. (b) Title will never transfer to the recipient regardless of the status of the small arm. (c) Payments due to DLA Disp Svcs, based upon the findings of the FLIPL, may be paid by one of three methods: 1) credit card via pay.gov, 2) cashier/ business check, or 3) wire transfer. (3) In instances of LSD small arm recovery, DoD retains title in perpetuity and the small arm shall be immediately relinquished/surrendered back to the program. 11) PROGRAM COMPLIANCE REVIEWS (PCR) a) The LESO shall: i) Conduct PCRs to ensure that the SC/SPOC, and all LEAs within a State are compliant with the terms and conditions of the program as required by 10 USC § 2576a, the MOA between the Federal Government and the State/U.S. Territory and/or this SPO and any DLA Instructions and manuals regarding the Page 8 of 14 Version-Febmary 2021 Vol. &.0 Pg.11 program. PCRs are conducted to ensure property accountability, program compliance, and program eligibility. ii) Conduct PCRs for participating States every 2 years, providing training to the State/LEA as needed. iii) Reserve the right to conduct no notice PCRs, or require an annual review, or similar inspection, on a more frequent basis for any State/LEA. iv) Intend to physically inventory 100% of property selected for review at each LEA during a PCR. The use of ECRs in lieu of physical inspection is discouraged during PCRs. Extensive use of the ECR (without prior coordination with LESO) may result in a non-compliance finding during the PCR. v) Intend to review as much property as possible during a PCR. (1) The goal is to review 20% of a State's overall small arms inventory. (2) The goal for inventory selections (at LEAS selected for review) is 15% of an LEAs general property to include non -controlled property (DEMIL code A and Q6). vi) Select LEAs not visited during the last three regularly scheduled PCR cycles (as applicable). vii) Recommend corrective actions (which may include suspending a State/LEA from program participation) for findings of non-compliance identified during a PCR. (1) The LESO shall issue corrective actions (with suspense dates) to the State, which will identify what is needed to rectify the identified deficiencies within the State/LEA. (2) If the State/LEA fails to correct identified deficiencies within the LESO suspense dates, the LESO may move to restrict, suspend, or terminate the State/LEA from program participation. (3) States found non -compliant for a PCR will be suspended for a minimum of 60-days and will not be reinstated until the State successfully passes a LESO-conducted PCR. viii) Ensure the State/LEA understand that property shall be transferred to a participating agency with SC/SPOC and LESO approval or returned to DLA Disp Svcs when no longer needed or serviceable. b) The State shall: i) Assist the LESO as required, prior to, during and upon completion of the PCR. ii) Assist in the coordination of the PCR daily schedule of events and forward the schedule to LEAs that have been selected for review. iii) Contact LEAs that have been selected for the PCR via phone, email or in person to ensure they are aware of the schedule and are prepared for the PCR. iv) Receive inventory selections from the LESO and forward them to the selected LEAs. The State shall ensure the LEA physically gathers the selected property in a central location (to the greatest extent possible) which will allow the LESO to physically inventory the property efficiently during the PCR. v) Coordinate the use of any ECR with the LESO prior to the PCR. vi) Ensure LEAs understand property shall be transferred to a participating agency with SC and LESO approval or returned to DLA Disp Svcs when deemed no longer needed or serviceable. Page 9 of 14 Version-Febmary 2021 vir7 Conduct State -level (internal) PCRs of participating LEAs to ensure property accountability, program compliance and program eligibility utilizing a PCR checklist provided by the LESO, or equivalent (for uniformity purposes). (1) Ensure a State -level (internal) PCR of at least 8% of LEAS with program inventory is completed annually (3% of which will be focused on program participants with no controlled property). Results of the State -level (internal) PCR will be kept on -file, with the State. Documentation shall be provided to the LESO for each LEA that received a State -level PCR. (2) The State -level (internal) PCR will include, at minimum: (a) A review of the dually -signed SPO, ensuring it is uploaded to the property accounting system. (b) A review of the LEA application package to confirm authenticity and eligibility of the LEA. (c) An inventory of property selected for review at each LEA. (d)A review of each selected LEA files for any of the following which may include turn- in/transfer DD Form 1348-IA, ECR, small arm documentation, FLIPL documents, exception to policy letters, approved cannibalization requests, or other pertinent documentation as required. (3) Request that the LESO restrict, suspend or terminate an LEA based on findings during State - level internal PCR or due to non-compliance with terms of the MOA between the Federal Government and the State/U.S. Territory and/or this SPO, DLA Instruction/Manual or any statute or regulation regarding the program. (4) Notify the LESO and initiate an investigation into any questionable activity or action involving property issued to a LEA that comes to the attention of the State and is otherwise within the authority of the Governor/State to investigate. Upon conclusion of any such investigation, take appropriate action and/or make appropriate recommendations on restriction, suspension, or termination of the LEA to the LESO. The SC may suspend or terminate a LEA participation in the program at anytime for non-compliance. c) The LEA shall: i) Agree to comply with all requests and requirements pertaining to both a LESO PCR and an internal State PCR, including, but not limited to the following: 1) Ensuring all program property and files that are requested to be seen by either the LESO or SC/SPOC, are available on the date/time selected. 2) Ensuring all program property is laid out in an orderly fashion and easily accessible by the LESO or SC/SPOC. 3) Coordinate the use of any ECR with the LESO or SC/SPOC, prior to the PCR. 4) Notify the SC/SPOC, prior to the PCR, of any LSD property, so that adjustments may be made. 5) Notify the SC/SPOC, prior to the PCR, of any property that will need to be seen at multiple locations, so that accommodations may be made ahead of the PCR date/time. Page ld of 14 VersionFebrumy 2021 Vol. pg.- 12)- 13) ANNUAL PHYSICAL INVENTORY Each State/LEA is required to conduct an annual physical inventory of all property on the active property book and provide certification in the property accounting system. DEMIL "A" and "Q6" property records will not be closed during the annual physical inventory period. In the State of Texas, the annual physical inventory and certification in the property accounting system process starts on July 131 and must be completed by August 315`. The State shall: a) Provide training to LEAs to properly conduct the annual physical inventory and complete the certification of property in the property accounting system. b) Ensure an approved and current SPO is uploaded in the property accounting system for each LEA. c) Validate the annual physical inventory certifications submitted by LEAs. d)Adhere to annual physical inventory certification requirements as identified by the LESO. Physical inventories and certification statements will be maintained on file IAW the DLA records schedule. e) Annually certify property is utilized and is within allocation limits IAW the MOA between the Federal Government and the State/U.S. Territory and this SPO . 0 Recommend suspension of program participants who fail to complete or submit the certified annual physical inventory. The LEA shall: a) Ensure a physical, hands-on inventory of all assigned LESO property is conducted annually prior to certifying it in the electronic property accounting system. b)Annually certify property is utilized and is within allocation limits IAW the SPO between the State of Texas and the participating LEA. c) Not certify any property that is found to be LSD and will notify the SC/SPOC office immediately. d) Complete the electronic certification of all assigned inventory on or before August 311' of every year. 13) REPORTING LOST, STOLEN, OR DESTROYED (LSD) PROPERTY Any property identified as LSD on a LEA current inventory, shall be reported to the State/LESO. A FLIPL (aka the DD Form 200) shall be submitted to the State/LESO for LSD property. Program participants agree to cooperate with investigations into LSD property by any federal, state, or local investigative body and, when requested, assist with recovery of LSD property. a) LSD controlled property shall be reported to the State/LESO within 24-hours. Program participants may be required to provide their SC/SPOC additional documentation which may include (but is not limited to): 1) Comprehensive police report, 2) NCIC reportlentry, and 3) Contact information for the Civilian Governing Body (CGB) over the LEA involved, to include: Title, Name, Email, and mailing address. b) LSD property with a DEMIL code of "A" and "Q6" shall be reported to the State/LESO within 7-days. 14) RESTRICTION, SUSPENSION OR TERMINATION Program participants are required to abide by the terms and conditions of this SPO in order to maintain active program participation status. If a LEA fails to comply with any term or condition of the SPO, DLA Instruction or Manual, federal statute or regulation, the LEA may be suspended, terminated, or placed on restricted status. Restriction, suspension, or termination notifications will Page 11 of 14 Yersior: Februaq 2021 be in writing and will identify remedial measures required for reinstatement (if applicable). Suspension -A specified period in which an entire LEA is prohibited from requesting or receiving additional property through the program. Additional requirements may be implemented, to include the LEA requirement to return specifically identified controlled property. Suspensions will be for a minimum of 60-days. Termination -The removal of a LEA from program participation. The terminated LEA shall transfer or turn -in all controlled property previously received through the program at the expense of the LEA involved. Restricted Staters -A specified period in which a LEA is restricted from receiving an item or commodity due to isolated issues with the identified item or commodity. Restricted status may also include restricting a LEA from all controlled property. a) State termination -The SC/SPOC will coordinate with LESO to identify a realistic timeframe to complete the transfer or tum-in of all property. The LESO retains final authority to determine timeframe requirements. b) LEA termination -The SC/SPOC will coordinate with LESO to identify a realistic timeframe to complete the transfer or turn -in of all property. The LESO retains final authority to determine timeframe requirements. c) In the event of a termination, the LEA will make every attempt to transfer the property of the terminated LEA to an authorized LEA, as applicable, prior to requesting a tum-in of the property to DLA Disp Svcs. In cases that require a repossession or turn -in of property, the LEA will bear all expenses related to the repossession, turn -in or transfer of property to DLA Disp Svcs. d) The State shall: i) Suspend LEAS for a minimum of 60-days in all situations relating to the suspected or actual abuse of property or requirements and/or repeated non-compliance related to the terms and conditions of this SPO. Suspension may lead to termination. The State shall also issue corrective action guidance to the LEA with suspense dates to rectify issues and/or discrepancies that caused the restriction, suspension, or termination. The State shall require the LEA to submit results on completed police investigations and/or reports on LSD property to include the LEA CAP. The LESO retains final discretion on reinstatement requests. Reinstatement to full participation from a restriction, suspension or termination is not automatic. ii) initiate corrective action to rectify suspensions or terminations of the LEA for non-compliance to the terms and conditions of the program. The State shall also make contact (until resolved) with suspended LEAs to ensure corrective actions are rectified within required timeframes provided by the LESO. iii) Require the LEA to complete and submit results on completed police investigations or reports regarding LSD property. The State will submit all documentation to LESO upon receipt. iv) Provide documentation to LESO when actionable items are rectified for the LEA. v) Request that the LESO suspend or terminate an LEA based upon their findings during State -level internal PCR or due to non-compliance with any term of this SPO, DLA Instruction/Manual or any statute or regulation regarding the program. vi)Notify the LESO and initiate an investigation into any questionable activity or action involving property issued to an LEA that comes to the attention of the State and is otherwise within the authority of the Governor/State to investigate. Upon conclusion of any such investigation, take appropriate action and/or make appropriate recommendations on restriction, suspension, or termination of the LEA to the LESO. The SC may. revoke or terminate concurrence for LEA participation in the program at any time. vii) Provide written request to the LESO for reinstatement of an LEA for full participation status at the conclusion of a restriction or suspension period. Written verification shall be provided that the SC/SPOC has validated the LEA CAP. Page 12 of 14 Version Febneary 2021 Vol. �l 0 pg. 15 15) RECORDS MANAGEMENT The LESO, SC/SPOC, and LEAs participating in the program will maintain program records IAW the DLA records schedule. Records for property acquired through the program have retention controls based on the DEMIL code. Property records will be filed, retained, and destroyed IAW DLA records schedule. Records may include, but are not limited to: DD Form 1348-IA for transfers, turn -ins, requisitions, Bureau of Alcohol, Tobacco, Firearms and Explosives (BATFE) Forms 5 and 10. 16) TRADE SECURITY CONTROL (TSC) and COMPLIANCE WITH EXPORT CONTROL REGULATIONS Items transferred to program participants, including DEMIL A and Q (with an Integrity Code of 6) property, may be subject to export control restrictions. Program participants shall comply with U.S. export control laws and regulations if they contemplate further transfers of any property. Once title transfers, LEAS should consult with the Department of State (DoS) and Department of Commerce (DoC) export control regulators about the type of export controls that may apply to items, regardless of DEMIL code. Program participants may request a formal Commodity Classification from the DoC, Bureau of Industry and Security (BIS), or submit a general correspondence request to the DoS, Directorate of Defense Trade Controls. Information on managing exports of CCL items can be found at the U.S. DoC Bureau of Industry and Security website. Program participants shall notify all subsequent purchasers or transferees, in writing, of their responsibility to comply with U.S. export control laws and regulations. 17) NOTICES Any notices, communications, or correspondence related to this SPO shall be provided by email, the U.S. Postal Service (USPS), express service, or facsimile to the appropriate DLA office. The LESO may (from time to time) make unilateral modifications or amendments to the provisions of the MOA between the Federal Government and the State/U.S. Territory and/or this SPO. Notice of these changes will be provided to the State in writing. Unless the State takes immediate action to terminate the MOA between the Federal Government and the State/U.S. Territory and/or this SPO, such modifications or amendments will become binding. In such cases, reasonable opportunity will (insofar as practicable) be afforded the LEA to conform to changes affecting their operations. 18) ANTI -DISCRIMINATION By signing or accepting property, the LEA pledges agreement to comply with provisions of the national policies prohibiting discrimination: 1) On the basis of race, color, or national origin, in Title VI of the Civil Rights Act of 1964 (42 USC 2000d et seq.) as implemented by DoD regulations 32 CR Part 195, 2)On the basis of age, in the Age Discrimination Act of 1975 (42 USC 6101, et seq) as implemented by Department of Health and Human Services regulations in 45 CFR Part 90 and 3) On the basis of handicap, in Section 504 of the Rehabilitation Act of 1973, P.L. 93-112, as amended by the Rehabilitation Act Amendments of 1974, P.L. 93-516 (29 USC 794), as implemented by Department of Justice (DoJ) regulations in 28 CFR Part 41 and DoD regulations at 32 CFR Part 56. These .elements are the minimum essential ingredients for establishment of a satisfactory business agreement between the State and the DoD. 19) INDEMNIFICATION CLAUSE The LEA is required to maintain adequate liability insurance to cover damages or injuries to persons or property relating to the use of property issued under the program. Self-insurance by the LEA is considered acceptable. The USG assumes no liability for damages or injuries to any person(s) or property arising from the use of property issued under the program. It is recognized that State and local law generally limit or preclude the LEA from agreeing to open ended indemnity provisions. However, to the extent permitted by State and local laws, the LEA shall indemnify and hold the USG harmless from any and all actions, claims, debts, demands, judgments, liabilities, cost, and attorney's fees arising out of, claimed on account of, or in any manner predicated upon loss of, or damage to property and injuries, illness or disabilities to, or death of any and all persons whatsoever, including members of the general public, or to the property of any legal or political entity including States, local and interstate bodies, in any manner caused by or contributed to by the LEA, its agents, servants, employees, or any person subject to its control while the property is in the possession of, used by, or subject to the control of the LEA, its agents, servants, or employees after the property has been removed from USG control. Page 13 of 14 Version -February 2021 Vol. - 3C�. pg. (lp— 20) TERMINATION This SPO may be terminated by either party, provided the other party receives a thirty (30) day notice (in writing) or as otherwise stipulated by Public Law. The undersigned SC, CLEO and CGB hereby agrees to comply with all provisions set forth herein and acknowledges that any violation of the terms and conditions of this SPO may be grounds for immediate termination and possible legal consequences, to include pursuit of criminal prosecution if so warranted. 21) AGREEMENT OF PARTIES The parties below agree to enter this agreement as of the last date below: Governor -appointed SC/SPOC, State of Texas: Full Name (Print): Michelle Farris Signature (Sign): Date (ivlM/DD/YYYY): Chief Law Enforcement Official (CLEO) (or designee): Title (Print): Sheriff Full Name (Print):. vvayne '"Y Signature (Sign): LDate (IvMDD/YYYi ): SIAN Civilian Governing Body Official (CGB) (or designee): Title (Print): County Judge Full Name Signature (Sign): Page 14 of 14 PRv1/DD,YYYY): G l A`'I- ! a2 Version February 2021 von. _ale 0 Pg. I `l APRIL 2022 Unclaimed Property �W, Capital Credits for Counties I Texas Comptroller of In conjunction with Local Government Code, Section 381.004, Texas Public Accounts i property Code, Section 74.602 authorizes the Texas Comptroller of Public ' Accounts (Comptroller's office) to allocate a portion of the unclaimed { capital credits received from electric cooperatives back to the counties in the cooperatives' service area. • - I f - •1 , i r , I i t For more information; visit our website at - ClalmitTexts.org. For questions on 1 t Capital Credits, contact i our Holder Education and i Reporting section at f 800=$21-2274, option 2 or i ' up,,holder@cpa.td'xas.gov What are unclaimed capital credits? Electric cooperatives that have lost contact with a previous customer sometimes report capital credits to the Comptroller's office as unclaimed property. Texas law allows counties to claim a portion of unclaimed capi- tal credits originating from their county and use them for specific programs. How are funds divided among counties? • Electric cooperatives report unclaimed capital credits and the county of service from which they originated. • Electric Cooperatives must use the numeric Federal Information Processing Standard (FIPS) county code of the service address. This code must be entered in the country code field of the remittance report • A county mayor may not receive funds in a given year. Who qualifies? • Any county can request a portion of these funds. . The county mustfollow instructions in Local Government Code, Section 381.004to requestfunds. • The commissioners courtis the primary governing body and ultimate decision -making authorriy on the legitima- cy of fund requests. General uses of capital credits The county commissioners court may use capital credits to develop and administer a program:* • for state or local economic development • for small or disadvantaged business development • to stimulate, encourage and develop business location and commercial activity in the county • to promote or advertise the county and its vicinity or conduct a solicitation program to attract conventions, Visitors and businesses • to improve the extentto which women and minority businesses are awarded county contracts • to support comprehensive literacy programs that benefit county residents • for the encouragement, promotion, improvement and application of the arts • to support a children's advocacy center 'Review Local Government Code. Section 381.004 before starting a program. How to request capital credits The countyjudge and/or commissioners courtmust complete and submitthe form on the back of this notice. • The form must be signed by a representative of the commissioners court or the county judge. • The form must include the complete name, address and federal tax identification number of the commissioners court Funds will be paid directly to the court Fvoi. 30 Pa. 18 ! ..UNC,LAIMiD' PRO'OEkTY;CAP-ITAL CREDITS --FOR COUNTIES County Request for Capital Credits County Name Brazos County FEIN 74.6000433 Authorized by ❑ Judge RfCommissloners Court Name ofCountyJudge Duane Peters Approved Date 5124122 Send the requested funds to: Address 200 S. TX. Ave., Suite 332 City Bryan State TX Zip 77803 1 acknowledge that the purpose of the funds complies with provisions of Texas Local Government Code, Section 381.004. Name Signat Title County Judge Date 5124122 Email Address countyjudge@brazoscountytx.gov Phone979-361.4102 Submit signed and completed form by either mail, email or fax byJuly 31, 2022. Mail Texas Comptroller of Public Accounts Email up.hoider@cpa.texas.gov Unclaimed Property Division Holder Education and Reporting section P.O. Box 12019 Austin, Texas 78711-2019 FOR COMPTROLLER'S USE ONLY: We are authorized to release °k of the total amount available to your county. We will send a $ payment to the address provided above. By requesting funds,,you have certified that they will be used in compliance with the provi- sions of Texas Local Government Code, Section 381.004. Comptroller's Representative Date This publication is Intended as a general guide and not as a comprehensive resource on the subjects covered. It is not a substitute for legal advice. 98-1013 (05121) Vol. (PCB Pg. Marsha D. Anderson From: Martha Velazquez<Martha.Velazquez@cpa.texas.gov> Sent: Wednesday, May 18, 2022 9:09 AM To: Marsha D. Anderson; County Judge Subject: Brazos County - 2022 Capital Credit Attachments: 2022 Capital Credit Form.pdf Brazos County Disclaimer *** This is an email from an EXTERNAL source. DO NOT click links or open attachments unless you recognize the I se'nder•and have verif ed•that the content is safe. Never. enter USERNAME,•PASSWORD or sensitive information on Pages linked from.this email.***-** Good Morning, Section 74.602 of the Texas Property Code authorizes the Texas Comptroller of Public Accounts to allocate a portion of the unclaimed capital credits received from electric cooperatives back to counties in cooperatives' service areas. The Code also states that the money may only be used to fund an appropriate program under Section 381.004 of the Local Government Code. The commissioners' court is the primary governing body and ultimate decision -making authority regarding the legitimacy of requests for funds under this provision. The amount available to each county is based on total capital credits remitted this reporting year, minus anticipated claims as determined by the Comptroller. When completing the attached request form, please refer to the following guidelines: Requests are to be submitted by the commissioners' court to the Texas Comptroller of Public Accounts before or by July 29, 2022. Requests must include the complete name, address and federal tax identification number of the Commissioners' Court. Funds will be paid directly to the court. All requests must include certification that the purpose of the funds is in compliance with the provisions of Section 381.004 of the Texas Local Government Code. If you have any questions concerning these procedures, please contact Martha Velazquez by email at Martha.Velazquez@cpa.texas.gov or by phone at (512) 936-9228. Sincerely, Vol.- 3(Vv Pg. 10o r WE EM&MU-2 Holder Reporting $Education, Unclaimed Property Division Texas Comptroller of Public Accounts ZBJ State Office Building 111 E 17th Street Austin, Texas 78701 Direct (S12,)936-9228 Toll free (800) 321-2274 Fax_ (512) 475-5495 IMPORTANT NOTICE: This communication and any attachments may contain privileged or confidential information under the Texas Public Information Act and/or other applicable state and federal laws. If you have received this message in error, please notify the sender immediately, and delete this e-mail from your system. Vol. 5Q 0 pg. 9, Item Coversheet Page 1 of 1 BRAZOS COUNTY BRYAN,TEXAS DEPARTMENT: Brazos County Office of the NUMBER: Sheriff -Detention Ctr. DATE OF COURT MEETING: 5/24/2022 ITEM: TO: FROM: DATE: FISCAL IMPACT: BUDGETED: DOLLAR AMOUNT: SOURCE OF FUNDS: ACTION REQUESTED OR ALTERNATIVES: iM! Request from Sheriffs Office, Jail Administration, to purchase two (2) Soler TS Full Body Scanning Security Systems in the amount of $227,500.00 to be taken from Capital Improvement Fund. Commissioners Court Chief Kevin Stuart, CJM 05/18/2022 False False $0.00 45000-63110001-61130000 (Commissioner's Court - Capital Contingency) Request approval. ATTACHMENTS: File Name Description N22 body scaners- new capital mciect.pdf Budget Amendment Memo request Type Backup Material PPRO D .24 l aa. Duane Peters Date County Judge Vole �-e(�7 pg o , l /�A //1rk/ e% BRAZOS COUNTY OFFICE OF THE SHERIFF WAYNE DICKY, SHERIFF IUL MARTINEZ, CHIEF DEPUTY OF ENFORCEMENT 1700 WEST STATE HIGHWAY 21 EVIN STUART, CHIEF DEPUTY OF CORRECTIONS BRYAN, TEXAS 77803-1300 May i8, 2022 To: Brazos County Judge Duane Peters Commissioner Steve Aldrich Commissioner Russ Ford Commissioner Nancy Berry Commissioner Irma Cauley From: Chief Kevin Stuart, Brazos County Office of the Sheriff -Detention Centel{ RE: Request for Budget Amendment, Body Scanner -new capital project for FY22 The Brazos County Sheriffs Office is requesting a Budget Amendment to the new capital project, FY 22. Request — Jail Administration to purchase two (2) Soter TS Full Body Scanning Security Systems in the total amount of $227,500.00 to be taken from the Capital Improvement Fund. For the source of funds: 45oo-63n000i-6n30000 (Commissioner's Court — Capital Contingency) Thank you Chief Kevin Stuart Brazos County Office of the Sheriff -Detention Center 1835 Sandy Point Road Bryan, TX 778o7 lc OFFICE (979) 361-4900 ADM MSTRATION (979) 361-4992 FAX (979) 361-4999 voi. 3u0 pg. a3 AMENDMENT #3 TO 21-008 — PEST CQNTROL SERVICES FOR BIOS COUNTY THIS AMENDMENT TO 21-008 Pest Control Services for Brazos County ("Amendment") is entered - into and effective this 17th day of May, 2022 ("Effective Date") through September 30, 2023 ("Expiration Date") by and between Brazos County ("Customer"), and Allstar Pest Control ("Provider") each of which may alternatively be referred to herein as a "Party" and collectively as the "Parties". All capitalized terms in this Amendment shall have the same meaning as in the Agreement (as defined below) unless otherwise stated herein. RECITALS WHEREAS, the Parties entered into that certain original contract # 21-008 ("Agreement") for purposes of Allstar Pest Control to provide of the service for pest control for Brazos County; and WHEREAS, the Parties desire to amend the pricing as set forth in original contract # 21-008. AGREEMENT NOW THEREFORE, in consideration of the above premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree to amend the Agreement as follows: 1. Adding the new BISD Building; pricing is $75.00 per month as quoted. 2. Increase service for Brazos County Detention Center to include gnat treatment/maintenance. The monthly price will increase from $90 to $240 per month. 3. Renewing the contract for an additional year, expiring September 30, 2023. Renewal of the contract will be known as 23-002R. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their authorized representatives as of the Effective Date. This Amendment may be executed in counterparts, all of which taken together shall constitute one instrument. Electronic or facsimile signatures are acceptable forms of execution of this Amendment and shall be binding on all Parries hereto. I".11--o" Si ature _,'L C PETr✓-�s XqAte -T i0et "rq Vt.�t'7C�E Title sCa�-1 a-oaaa Date Name 1 0WY1 •eta Title Date Vol. Pg. a�- Allstar Pest Control ESTIMATE SPCB TPCL: 13672 8899 Greenbranch Loop Bryan, TX 77808 979.229-2855 Brazos County Service Address Estimate # 5078 206 North Washington Ave BISD Estimate Date 04/29/22 Bryan, TX 77803 101 North Texas Avenue M1 6yEstimate.Tota1 ^ $7.5i00 I Bryan, TX 77803 ..Item;:..`Descr lotion Coi6J iQ*.4b!nt11ty TOW Regular Pest Control $75.00 1 $75.00 General maintenance Subtotal $75.00 Tax $0.00 EsthwiAte Total H ~ M $75';bQ41 I Vol. 3Q 0 pg. 0-6 Allstar Pest Control ESTIMATE SPCB TPCL: 13672 8899 Greenbranch Loop Bryan, TX 77808 979-229-2855 Brazos County Service Address 206 North Washington Ave Detention Facility/Jail null 1835 Sandy Point Road Bryan, TX 77803 Brvan, TX 77807 Estimate # Estimate Date Regular Pest Control $150.00 1 Monthly gnat treatmentimaintenance for the jail- Focusing on breeding areas such as bathrooms, showers, kitchen, garbage storage areas, and areas with drains. Customer environment modificationneeded to control conducive conditions for breeding and to keep gnat population at a minimum. Recommendations: Keep garbage containers clean and covered. Throw out rotting food. Thoroughly sanitize the garbage disposal as often as possible. Thoroughly sanitize floors as often as possible. 5080 05/05/22 $150.00 ..:.S:os•• : !�: _..... .r. o-r�• ^ns�':•s..n... ,.,..xi�sn+' r.:. �R. ... � : rs. _ .... _._. ... •�.r.•.. .: •i • _ . ._ _ .... _ _ [; sow. _..;�:.: >rs::_?:��.....::c+•_ ............�:<+_ _r,?:�'•.xocio: Subtotal $150.00 Tax $0.00 �Estiiriate:total�-- �; ER 0 pg. 3 ' 17 Brazos County storage / Anderson street 18 IJustice of the Peace Pct. 3 von. —34o Pg.��._ Agustin Gutierrez, Jr. Sex Offender Treatment Services Agreement June 1, 2022-August 31, 2022 CONTRACT AND AGREEMENT FOR SEX OFFENDER TREATMENT SERVICES FOR JUVENILE OFFENDERS Agustin Gutierrez, Jr. Sex Offender Treatment Services Lune 1, 2022-August 31,202 This Agreement is entered into by and between Brazos County, acting by and through its duly authorized representative (hereinafter, "Juvenile Probation") and Mr. Agustin Gutierrez, Jr. (Licensed Sex Offender Treatment Provider). i'7_• 1.00 The purpose of this Service Agreement is to provide Juvenile Probation with sex offender evaluations and treatment for children on deferred prosecution or adjudicated to have committed delinquent conduct or conduct indicating a need for supervision. TERM 2.00 The term of this Agreement is for 3 months commencing June 1, 2022-August 31, 2022. SERVICES 3.01 Mr. Gutierrez will perform the following services: B. Provide and document professional sex offender counseling and treatment. C. Initiate and document meetings and attempted meetings among juvenile Probation staff and contracted children for the purpose of justifying continued treatment. Justification shall be done at a minimum of every thirty (30) days. A copy of the treatment justification shall be submitted to Juvenile Probation within ten (10) working days. F. Document and maintain records of all goods and services provided to contracted children. These records shall contain, but are not limited to: hours of services provided, number of children served, total hours of counseling or treatment provided. These records shall be made available to juvenile Probation for periodic inspection and upon request by the court. 3.02 Mr. Gutierrez shall report on a monthly basis to Juvenile Probation regarding the status of each youth referred. These reports will be reviewed by juvenile Probation in order to ensure youths' compliance with court ordered treatment COMPENSATION Vo I - ---AL(L g i Agustin Gutierrez, Jr. Sex Offender Treatment Services Agreement June 1, 2022-August 31, 2022 4.01 For and in consideration of the above -mentioned services, juvenile Probation agrees to pay the Agustin Gutierrez the sum of $1,750.00 per psychosexual evaluation and the sum of $125.00 for Bach counseling session with each youth and or family member(s). While the majority of counseling sessions will be face to face, some counseling sessions may be held virtually. 4.02 Reimbursement for mileage shall be at the county approved rate. 4.03 Reimbursement for driving time shall be at a rate of J65.00 per hour. 4.04 Service Provider will submit an invoice for payment of services to juvenile Probation on a monthly basis. Said invoice shall be submitted with ten (10) working days following the end of the invoiced month and shall include information deemed necessary for adequate fiscal control, including but not limited to: to be attributed to specific clients if appropriate, date service was rendered, total daily cost, and total monthly cost. Each invoice received for payment will be reviewed by Juvenile Probation in order to monitor Service Provider for financial compliance with this Agreement. Invoices submitted by Service Provider in proper form shall be paid by Juvenile Probation in a timely manner. 4.05 When needed, juvenile Probation shall arrange for polygraphs with the designated vendor in the Bryan, Texas area. 4.06 Except to the extent that a party to this Agreement seeks emergency judicial relief, the parties agree to negotiate in good faith in an effort to resolve any disputes related to this contract that may arise, no matter when the dispute may arise. If a dispute cannot be resolved by negotiation, the dispute shall be submitted to mediation before the parties resort to arbitration or litigation. The parties shall choose a mutually acceptable mediator to mediate the dispute, and the parties shall pay the costs of mediation services equally. 4.07 Mr. Gutierrez will keep a record of all services provided to juvenile Probation, under this agreement, and upon reasonable notice will provide information, records, papers, reports, and other documents regarding services furnished as may be requested by Juvenile Probation. Mr. Gutierrez will maintain the records (as referenced above) for seven (7) years after the termination of this Agreement. CONFIDENTIALITY OF RECORDS 5.00 Mr. Gutierrez shall maintain strict confidentiality of all information and records relating to children involved in juvenile Probation, and shall not re -disclose the information except as required to perform the services to be provided pursuant to this Contract, or as may be required by law. DISCLOSURE OF INFORMATION 6.01 Mr. Gutierrez warrants that, prior to entering this Contract, he has verified and disclosed the Vol. �J�e.o 2 pg.aC)_ Agustin Gutierrez, Jr. Sex Offender Treatment Services Agreement June 1, 2022-August 31, 2022 following information to juvenile Probation, and agrees that it shall have an ongoing affirmative duty under this Agreement to promptly ascertain and disclose in sufficient detail this same information to Juvenile Probation: A. Any and all corrective action required by any of Mr. Gutierrez's licensing authorities; B. Any and all litigation filed against Mr. Gutierrez, or against its employees, interns, volunteers, subcontractors, agents and/or consultants that have direct contact with children; C. Any arrest of any employee, intern, volunteer, subcontractor, agent and/or consultant of Mr. Gutierrez that has direct contact with juveniles; D. Any finding of "Reason to Believe" by a state regulatory agency in a child abuse, neglect and/ or exploitation investigation where an employee, intern, volunteer, subcontractor, agent and/or consultant of Mr. Gutierrez that has direct contact with juveniles was the alleged or designated perpetrator, 6.02 Mr. Gutierrez agrees and understands it has an affirmative and ongoing duty to ascertain and disclose to juvenile Probation any and all of the foregoing information as to any individual, whether a prospective or existing employee, intern, volunteer, subcontractor, agent and/or consultant of Mr. Gutierrez, prior to placing that individual in a position that involves direct unsupervised contact with juveniles in a juvenile justice facility or community setting. EQUAL OPPORTUNITY 7.00 Mr. Gutierrez agrees to respect and protect the civil and legal rights of all children and their parents. He will not unlawfully discriminate against any employee, prospective employee, child, childcare provider, or parent on the basis of age, race, sex religion, disability or national origin. Mr. Gutierrez shall abide by all applicable federal, state and local laws and regulations. ASSIGNMENT & SUBCONTRACT 8.00 Mr. Gutierrez may not assign or subcontract any of his rights, duties and / or obligations arising out of this Agreement without the written consent of juvenile Probation. OFFICIALS NOT TO BENEFIT 9.00 No officer, employee or agent of Juvenile Probation and no member of its governing body and no other public officials of the governing body of the locality or localities in which the project is situated or being carried who exercise any functions or responsibilities in the project, shall participate in any decision relating to this Agreement which affects or conflicts with his/her personal interest or have any personal or pecuniary interest, direct or indirect, in this Agreement or the proceeds thereof. TERMINATION 10.01 This Agreement may be terminated: Vol. �� �3 Pg.�_ Agustin Gutierrez, Jr. Sex Offender Treatment Services Agreement June 1, 2022-August 31, 2022 A. By either party upon thirty (30) days written notice to the other party of the intention to terminate; or B. Upon expenditure of available funds. 10.02 If at anytime during the term of this agreement juvenile Probation, in its sole discretion, determines that the safety of children being served under this Agreement may be in jeopardy, juvenile Probation may immediately suspend the effect of this Agreement, including but not limited to the obligation to pay, upon giving notice to Mr. Gutierrez. WAIVER OF SUBROGATION 11.00 Mr. Gutierrez expressly waives any and all rights it may have of subrogation to any claims or rights of its employees, agents, owners, officers, or subcontractors against Juvenile Probation. Mr. Gutierrez also waives any rights it may have to indemnification from juvenile Probation. REPRESENTATIONS & WARRANTIES 12.01 Mr. Gutierrez hereby represents and warrants the following: A. That he has all necessary right, title, license, and authority to enter into this Agreement; A. That he is qualified to do business in the State of Texas; that he holds all necessary licenses and staff certifications to provide the type (s) of services being contracted for; that it is in compliance with all statutory and regulatory requirements for the operations of his business and that there are no taxes due and owing to the State of Texas, the County of Brazos or any political subdivision thereof; 12.02.1 Mr. Gutierrez shall maintain, during the term of this contract, a $1,000,000.00 nr alpractice insurance policy. Mr. Gutierrez shall provide a certificate of insurance for the policy and shall provide for a fifteen (15) day advance notice to Brazos County of the cancellation of such policy. INSURANCE REQUIREMENTS 13.01 The Licensed Sex Offender Treatment Provider (Provider) shall instruct his insurance agent or carrier to furnish to the County a Certificate of Insurance attesting to the issuance of the following parts of this section. Please note that such Certificates of Insurance and must be issued and then approved by Brazos County Risk Management. The Certificate of Insurance must be approved by Risk Management before any services can be rendered. The Provider shall furnish and keep in full force the following insurance during the term of this Contract: Professional Liability (Errors and Omissions) Insurance appropriate to the services being provided, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. If the Licensed Sex Offender Treatment Provider maintains broader coverage and/or higher Vol. 3c�04 pg Agustin Gutierrez, Jr. Sex Offender Treatment Services Agreement June 1, 2022-August 31, 2022 limits than the minimums shown above, Brazos County requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Brazos County. Abuse and molestation insurance as an endorsement to the professional liability policy in a form and with coverage that are satisfactory to covering damages arising out of actual or threatened physical abuse, mental injury, sexual molestation, negligent: hiring, employment, supervision, investigation, reporting to proper authorities, and retention of any person for whom the Provider is responsible including but not limited to Provider and Provider's employees and volunteers. Policy endorsement's definition of an insured shall include the Provider, and the Provider's employees and volunteers. Coverage shall be written on an occurrence basis in an amount of not less than $1,000,000 per occurrence. Any annual aggregate limit shall not be less than $1,000,000. These limns shall be exclusive to this required coverage. Incidents related to or arising out of physical abuse, mental injury, or sexual molestation, whether committed by one or more individuals, and irrespective of the number of incidents or injuries or the time period or area over which the incidents or injuries occur, shall be treated as a separate occurrence for each victim. Coverage shall include the cost of defense and the cost of defense shall be provided outside the coverage limit. Automotive Liability with $300,000 CSL for Bodily Injury and $100,000 Property Damage Liability with Brazos County named as an additional insured. All of the aforementioned policies and Certificates of Insurance should be issued immediately after the Licensed Sex Offender Treatment Provider receives notification of award. The Provider agrees to release and hold harmless Brazos County from any and all claims and liability due to the acts of the Provider's employees and the operation of his equipment. The Provider also agrees to hold harmless Brazos County from any and all expenses, including attorney fees, incurred by Brazos County in litigation or otherwise resisting such claims or liabilities as a result of the Provider's employees' activities. Further, the Provider agrees to protect, indemnify and hold harmless Brazos County from and against all claims, demands and causes of action of every kind and character brought by any. employees of the Provider against Brazos County due to personal injuries and/or death to such employee resulting from any neglect act, by either commission or omission on the part of the Provider. or Brazos County. TEXAS LAW TO APPLY 14.01 This Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Brazos County, Texas. 14.02 Mr. Gutierrez verifies that it does not boycott Israel and will not boycott Israel during the term of this contract. VENUE 15.00 Exclusive venue for any litigation arising from this Agreement shall be in Brazos County, Texas. 5 VcrB. _-3kL(2 Pg. �� Agustin Gutierrez, Jr. Sex Offender Treatment Services Agreement June 1, 2022-August 31, 2022 LEGAL CONSTRUCTION 16.00 In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceable provision shall not affect any other provision thereof and this Agreement shall be construed as, if such invalid, illegal or unenforceable provision had never been contained therein. PRIOR AGREEMENTS SUPERSEDED 17.00 This Agreement constitutes the sole and only Agreement of the parties hereto and supersedes any prior understandings or written or oral agreement between the parties respecting the within subject matter. This Contract and Agreement is executed with the declared intention of the parties that this Contract and Agreement is a contract providing for the care of children who have committed an act of delinquency or an act indicating a need for supervision, and payment for such care will be made by Juvenile Probation for the children ordered sex offender treatment services ordered by the Judge of Brazos County having juvenile jurisdiction. PRISON RAPE ELIMINATION ACT 18.00 If applicable, Mr. Gutierrez shall adopf and comply with all federal, state, county, and city laws, ordinances, regulations and standards applicable to the provision of services described herein and the performance of all obligations undertaken pursuant to this Contract, including the Prison Rape Elimination Act of 2003 (PREA) which establishes a zero -tolerance standard against sexual assault of incarcerated persons, including juveniles, and addresses the detection, elimination, prevention, and reporting of sexual assault in facilities housing adult and juvenile offenders. [PREA §115.312(a)]. Brazos County Probation Department Linda Ricketson Chief Juvenile Probation Officer Licensed Sex Offender Treatment Provider A stin Gutierrez, Jr. -LSO 6 VOL 3Ct0 pg. Agustin Gutierrez, Jr. Sex Offender Treatment Services Agreement June 1, 2022-August 31, 2022 Brazos County Commissioners Court ON M i-( 04 , 20 a a , FULLY EXECUTED, EACH OF WHICH SHALL HAVE THE FULL FORCE AND EFFECT OF AN ORIGINAL. By: Duane Peters, County Judge Juvenile Board Chair 200 S. Texas Ave., Ste. 332 Bryan, TX 77803 Phone: 979-361=4102 Fax: 979-361-4503 7 voo. 31.e o pg.-34 - 4� 'E Up Brazos County Purchasing Department p artment TroF� . 200 S. TX AVE., SUITE 352 BRYAN, TX 77803 PHONE (979) 361-4290 ' FAX (979) 3614293 BRAZOSCOUNTY BID/RFP/RFQ DOCUMENTATION SHEET The Purchasing Department would like to request Commissioner's Court approval to advertise and go out for Bid on the following: DATE: May 24, 2022 RFP NUMBER: 22-134 TITLE: Third Party Guardianship Services REQUESTING DEPARTMENT: County Courts at Law APPROVAL SIGNATURE: Duane Peters, Coun Judge DATE .APPROVED: W` Al a !, v10oRa Vol. _. e0 _ pg. 35 equivant Northpointe Inc. Wb/a equivant SOFTWARE LICENSE & MAINTENANCE AGREEMENT This Agreement is made and entered into as of June 1, 2022 (the "Effective Date") by and between Northpointe, Inc. d/b/a equivant, a Delaware Corporation, having its principal place of business at 1764 Forest Ridge Drive, Suite A, Traverse City, MI 49686 ("equivant") and Brazos County Sheriffs .Office, herein referred to as "CUSTOMER" having its principal place of business at 1835 Sandy Point Road, Bryan, Texas 77803. Pursuant * to this Agreement, equivant is licensing its Northpointe Suite Software (hereafter "Software") and providing related services to the CUSTOMER under the terms and conditions of this Agreement; 1. LICENSE AND USE 1.1 License. Subject to the terms and conditions of this Agreement, including without limitation the CUSTOMER's payment of all applicable annual License Fees (as defined below), equivant hereby grants to the CUSTOMER and the CUSTOMER hereby accepts from equivant a nonexclusive, nontransferable license, without the right to grant sublicenses, to use the Software, in executable code form only, for the number of users for which the CUSTOMER has paid the applicable annual License Fees, in accordance with this Agreement, the user manuals provided to the CUSTOMER with the Software in either electronic, online help files or hard copy format ("Documentation") and with the limitations set forth in Exhibit A, if any, solely for the CUSTOMER's internal business purposes. 1.2 Restrictions. The CUSTOMER acknowledges that the Software and the structure, organization, and source code thereof constitute valuable trade secrets of equivant. Accordingly, except as expressly permitted in Section 1.1 or as otherwise authorized by equivant in writing, the CUSTOMER will not, and will not permit any third party to (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) sublicense, lease, rent, loan, sell, distribute, make available or otherwise transfer the Software to any third party, (c) ' reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; or (d) otherwise use or copy the Software except as expressly allowed under Section 1.1 above. The CUSTOMER may make one (1) copy of the Software solely as necessary for archival or backup purposes. 1.3 Additional Materials. Unless otherwise expressly agreed to by the parties, the CUSTOMER shall provide and obtain for itself all hardware, software, services and technology necessary to operate the Software not owned or provided by equivant. 2. DELIVERY, ACCEPTANCE AND INSTALLATION 2.1 Delivery and Acceptance. If equivant is not hosting the Software for the CUSTOMER as provided in Section 3.4, equivant will deliver the Software to the CUSTOMER in accordance with the CUSTOM ER's'reasonable instructions. The Software will be deemed accepted upon delivery. 2018v1 Vol. —3&eo P9•3�e_ �. L 0 equivant Northpomta Im d/b/a equivant 3. MAINTENANCE AND SUPPORT; TRAINING; ADDITIONAL SERVICES 3.1 Maintenance and Support. equivant will provide the CUSTOMER with those maintenance and support services described on Exhibit ("Maintenance and Support Services"). 3.2 Training. equivant will provide the CUSTOMER with training services related to the Software as described in the Statement of Work. Trained personnel from the Customer agency are authorized to train others within the CUSTOMER agency on the use of the Software, but are not authorized to train personnel from other agencies on the use of the software or the Decision Tree. 4. FEES AND PAYMENT SCHEDULE 4.1 Fees. The CUSTOMER will pay equivant the fees set forth on Exhibit A, after receipt by CUSTOMER of complete access to aft licenses specified in ExhibitA. Ail Fees are non-refundable. Fees are due within thirty (30) calendar days of the Effective Date of this Agreement. 4.2 Payment. The CUSTOMER agrees to pay equivant within thirty (30) calendar days after the date of any invoice from equivant. Fees for any Services will be billed as set forth on Exhibit A. Fees exclude, and the CUSTOMER will make all payments of fees to equivant free and clear of, all applicable sales, use, and other taxes and all applicable export and import fees, customs duties and similar charges. equivant may charge interest on all late payments equal to one and one-half percent (1'/%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. 4.3 Audit Rights. Upon ten (10) days written prior notice, equivant will have the right to have an independent audit firm inspect the CUSTOMER's records relating to the CUSTOMER's use of the Software, and access and query the CUSTOMER's equipment on which the Software is operating, in order to verify the CUSTOMER's compliance with the terms and conditions of this Agreement. The audit will be performed during the CUSTOMER's normal business hours. The costs of the audit will be paid by equivant, unless the audit reveals that the CUSTOMER has (i) failed to strictly comply with the restrictions set forth in Section 1 or (ii) underpaid the amounts owed to equivant by five percent (5%) or more, in which case the CUSTOMER will reimburse equivant for all reasonable costs and expenses incurred by equivant in connection with such audit. The CUSTOMER will promptly pay to equivant any amounts shown by any such audit to be owing plus interest as provided in Section 4.2. Such audits will be conducted no more than once in any period of six (6) consecutive months. 5. TERM AND TERMINATION 5.1 Term. The initial term of this Agreement is for twelve months ("Initial Term"). After the Initial term, this Agreement will automatically renew for one year periods unless terminated, in writing, in accordance with this Agreement. EITHER PARTY MAY 2018 v1 Vol. _5Q __ pg.-3-1 2 equivant NortNpointe Inc. C/b/a equivant CHOOSE TO TERMINATE THE AGREEMENT FOR ANY REASON,AT THE END OF A CONTRACT YEAR BY GIVING SIXTY DAYS PRIOR NOTICE OF SUCH INTENT.. equivant shall provide CUSTOMER with forty-five (45) days written notice of renewal price prior to the end of the contract year, provided however that such renewal price for license and maintenance, for the modules licensed in this agreement, shall not be increased by more than 3% over the prior year's price. Further, parties may mutually agree on Additional Services at the time of renewal or such other times as mutually agreed. The obligations of Brazos County are expressly contingent upon the availability of funding for the obligations contained herein for the term of this contract and any extensions and renewals. 5.2 Termination. Either party shall have the right to terminate this Agreement if the other party is in material default hereunder, which default.cannot be cured, or which being capable of cure has not been cured within sixty (60) calendar days of the non - breaching party's written notice of such default or such additional cure period as the non -breaching party may authorize. 5.3 Effects of Termination. Upon termination or expiration of this Agreement for any reason, .any amounts owed to equivant under this Agreement before such termination or expiration will be immediately due and payable, all licensed rights granted in this Agreement will immediately cease to exist, and the CUSTOMER must promptly discontinue all use of the Software, erase all copies of the Software from the CUSTOMER's computers, and return to equivant or destroy all copies of the Software, Documentation and other equivant Confidential Information in the CUSTOMER's possession or control. Sections 1.2, 3.2, 4.2, 4.3, 5.3, 6, 7.2, 8, 9, 10 and 11, together with any accrued payment obligations, will survive expiration or termination of this Agreement for any reason. 6. . PROPRIETARY RIGHTS 6.1 equivant's Rights. The CUSTOMER acknowledges and agrees that the Software, Documentation and any Customization of the Software, and all worldwide copyrights, trademarks, service marks, trade secrets, patents, patent applications, know-how, moral rights, contract rights, and other proprietary rights therein, are the exclusive property of equivant and its suppliers and that this Agreement grants the CUSTOMER no title or right of ownership in the Software, Documentation and any Customization of the Software. All rights in and to the Software,. Documentation and any Customization of the Software not expressly granted to the CUSTOMER in this Agreement are reserved by equivant and its suppliers. The CUSTOMER agrees not to remove or destroy any proprietary markings or proprietary legends placed upon or contained within the Software, Documentation, any Customization of the Software, or any related materials. 6.2 CUSTOMER's Rights. The CUSTOMER retains all right, title and interest in and to the CUSTOMER Data, and equivant acknowledges and agrees that it neither owns nor acquires any additional rights in and to the CUSTOMER Data not expressly granted by this Agreement. "CUSTOMER Data" means the data and content provided by the 2018 v1 'Vol. � � Pg. 33 3 i equivant Northpotnlc Inc. d/b/a equivant CUSTOMER in the course of the CUSTOMER's use of the Software in accordance with this Agreement. 7. WARRANTY 7.1 Limited Warranty. equivant warrants for a period of ninety (90) days following the date of delivery of the Software to CUSTOMER that the Software will substantially operate according to the specifications set forth in the Documentation. If it is determined by CUSTOMER that the Software does not substantially operate according to such specifications, equivant may, at its option and expense, apply commercially reasonable efforts to designing, coding and implementing programming changes to the source code to correct reproducible errors or correcting misstatements and omissions in the User Guide documentation. Licensee shall report ail errors or other defects in the Software to equivant immediately upon their discovery. It is acknowledged that the Software is inherently complex and may contain errors and equivant cannot and does not guarantee to correct all such errors. The remedies set forth in this Section 7 constitutes CUSTOMER's sole and exclusive remedy for breach of this Warranty. The Software contains third party assessments for use by the CUSTOMER. equivant has no proprietary claim on these assessments and therefore disclaims any and all liability, including any express or implied warranties, whether oral or written, for such third party assessments. The customer acknowledges that no representations have been made. 7.2 No other Warranties. equivant makes no other warranties, whether express, implied, or statutory regarding or relating to the software or the documentation, or any materials or services furnished or provided to customer under this agreement, including maintenance and support. equivant specifically disclaims all implied warranties of merchantability and fitness for a particular purpose with respect to the software, documentation and said other materials and services, and with respect to the use of any of the foregoing. 8. LIMITATION OF LIABILITY IN NO EVENT WILL EQUIVANT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, OR FOR ANY LOST DATA, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF EQUIVANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EQUIVANT'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND. THE COMPAS SYSTEM, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID TO EQUIVANT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. The CUSTOMER acknowledges that these limitations reflect the allocation of risk set forth in this Agreement and that equivant would not enter into this Agreement without these limitations on its liability, and the CUSTOMER agrees that these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. In addition, equivant disclaims all liability of any kind of equivant's licensors and suppliers. 2018 v1 I Vol. � 3U0 pg.3� 4 l - ..-- equivant Nanhpante Inc. d/tr/a equivant 9. INDEMNIFICATION 9.1 Indemnity by equivant. Equivant will defend at its own expense any action against the CUSTOMER brought by a third party to the extent that the action is based upon a claim that the Software infringes any U.S. patents or any copyrights or misappropriates any trade- secrets of a third party, and equivant will pay those costs and damages finally awarded against the CUSTOMER in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on the CUSTOMER (a) notifying equivant promptly in writing of such action, (b) giving equivant sole control of the defense thereof and any related settlement negotiations, and (c) cooperating and, at equivant's request and expense, assisting in such defense. If the Software becomes, or in equivant's opinion is likely to become, the subject of an infringement claim, equivant may, at its option and expense, either (i) procure for the CUSTOMER the right to continue using the Software, (ii) replace or modify the Software so that it becomes non -infringing, or (iii) accept return of the Software; terminate this Agreement upon written notice to the CUSTOMER and refund the CUSTOMER the License Fees paid for the Software upon such termination, computed according to a thirty-six (36) month straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, equivant will have no obligation under this Section or otherwise with respect to any infringement claim based upon (a) any use of the Software not in accordance with this Agreement or for purposes not intended by equivant, (b) any use of the Software in combination with other products, equipment, software, or data not intended by equivant to be used with the Software (c) any use of any release of the Software other than the most current release made available to the CUSTOMER, or (d) any modification of the Software by any person other than equivant or its authorized agents or subcontractors. THIS SECTION STATES EQUIVANT'S ENTIRE LIABILITY AND THE CUSTOMER'S EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS. 9.2 Indemnity by the CUSTOMER. The CUSTOMER agrees to indemnify, defend and hold harmless equivant and its employees, directors, stockholders, officers and other affiliates, agents, representatives, successors and assigns, from and against any and all liabilities, losses, damages, costs, and other expenses (including attorneys' fees) arising from the CUSTOMER's use of the Software, or any information obtained thereby, any breach of this Agreement. or any intentional misconduct or negligence of the CUSTOMER, its employees, officers, affiliates, agents, and representatives. 10. CONFIDENTIALITY 10.1 Confidential Information. Each party (the "Disclosing Party") may from time to time disclose to the other party (the "Receiving Party") certain information regarding the business of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, planning, and other confidential or proprietary information ("Confidential Information"). Any information that the Receiving Party knew or should 2018 v1 � / L 5 equi\ ant Northpoinle Ina d/b/a equivant have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party will be considered Confidential Information of the Disclosing Party. The Software, including without limitation any routines, subroutines, directories, tools, programs, or any other technology included therein, shall be considered equivanVs Confidential Information. 10.2 Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors.of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party's duty hereunder. The Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. 10.3 Exceptions. The Receiving Party's obligations under Section 10.2 with respect to any Confidential Information of the Disclosing Party will terminate if such information: (a) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party's Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party's request and expense, in any lawful action to contest or limit the scope of such required disclosure. 10.4 Return of Confidential Information. The Receiving Party - will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party's possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party upon the expiration or termination of this Agreement. Upon request from the Disclosing Party, the Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section 10.4. 10.5 Confidentiality of Agreement. Neither party will disclose any terms of this Agreement to anyone other than its attorneys, accountants, and other professional advisors except (a) as required by law or (b) pursuant to a mutually agreeable press release or (c) in connection with a contemplated transfer of such party's business permitted by Section 11.2 (provided that any third party to whom the terms of this Agreement is to be disclosed signs a confidentiality .agreement reasonably satisfactory to the other party). 2018 v1 I Vol. �_ � 00 P .4� 6 equivant NorthFeinle Inc. d/b/a equivanl 11. GENERAL PROVISIONS 11.1 Notices. All notices, requests, demands, or other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by certified mail, return receipt requested, or delivered in person to whom it is to be given at the addresses set forth above or to such other addresses as a party may designate pursuant to this notice provision. Any notice given shall be deemed to have been received on the date on which it is delivered personally or if mailed, on the third business day following the mailing thereof. 11.2 Assignment. Neither the CUSTOMER nor equivant may assign or transfer, by operation of law or otherwise, any of its rights under this Agreement (including the license rights granted to the CUSTOMER to the Software), in whole or in part, to any third party, without prior written approval of the other party, which shall not unreasonably be withheld or delayed; except that equivant may assign this Agreement, without consent, to any successor to all or substantially all its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any attempted assignment or transfer in violation of the foregoing will be null and void. 11.3 Entire Agreement. This Agreement and the exhibits and schedules attached hereto constitute the entire agreement of the parties with respect to the subject matter hereof, and this Agreement supersedes all previous agreements, whether written or oral and all negotiations as well as any previous agreements presently in effect between the Provider and the Customer relating to the subject matter hereof. There shall be no modification, rescission, waiver, release or amendment of any provision of this Agreement, except by an express written amendment to this Agreement signed by authorized representatives of each of the parties hereto, and for the CUSTOMER by same person or persons, or their successors and/or expressly authorized designee(s), who signs the original Agreement. The terms of any purchase order or similar document submitted by the CUSTOMER to equivant will have no effect. 11.4 .Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of Texas without regard to its principles of conflicts of law. 11.5 Dispute Resolution. The parties will seek a fair and prompt negotiated resolution within ten (10) days of the initial notice of the dispute ("Dispute"). If the Dispute has not been resolved after such time, the parties will escalate the issue to more senior levels. If the parties are unable to resolve any dispute at the senior management level, then any controversy, claim, or Dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. Before commencing any such arbitration, the parties agree to enter into negotiations to resolve the Dispute. If the parties are unable to resolve the Dispute by good faith negotiation, either party may refer the matter to arbitration. The arbitrator(s) shall be bound to follow the provisions of this Agreement in resolving the Dispute, and may not award any damages excluded by this Agreement. The decision of the arbitrator(s) shall be final and binding on the parties, and any award of the arbitrator(s) may be 2018 v1 1l. 7 // Vol. �JLP� pg. "la. equivant Northpomle Inc. d/b/a equivant entered or enforced in any court of competent jurisdiction. The prevailing party will be entitled to recover its reasonable attorneys' fees and costs, in addition to any other relief ordered by the arbitrator(s). Such fees and costs will include those incurred in connection with the enforcement of any resulting judgment or order, and any post judgment order will provide for the right to receive such attorneys' fees and costs. Any request for arbitration of a claim by either party against the other relating to this Agreement must be filed no later than six (6) months after the date on which equivant concludes performance under this Agreement. Nothing herein shall prevent either party from seeking a preliminary or permanent injunction to preserve the status quo or prevent irreparable harm during the arbitration process. 11.6 Compliance with Laws. The CUSTOMER shall comply with all applicable export and import control laws and regulations concerning its use of the Software and, in particular, the CUSTOMER will not export or re-export the Software without all required government licenses and the CUSTOMER agrees to comply with the export laws, restrictions, national security controls and regulations of all applicable foreign agencies or authorities. The CUSTOMER and equivant agree to defend, indemnify, and hold harmless the other party from and against any violation of any applicable laws or regulations by the CUSTOMER or equivant or any of their agents, officers, directors, or employees. 11.7 Force Majeure. Except for any payment obligations, neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder for any cause which is beyond the reasonable control of such party. 11.8 U.S. Government End Users. If the CUSTOMER is a branch or Customer of the United States Government, the following provision applies. The Software is comprised of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 and are provided to the Government (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. 11.9 Remedies. Except as provided in Section 9.1, the parties' rights and remedies under this Agreement are cumulative. The CUSTOMER acknowledges that the Software contains valuable trade secrets and proprietary information of equivant, that any actual or threatened breach of Section 1 will constitute immediate, irreparable harm to equivant for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought by equivant to enforce this Agreement, the prevailing party will be entitled to receive its attorneys' fees, court costs, and other collection expenses, in addition to any other relief it may receive. 11.10 Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 2018 v1 VOB. 3U_0 pg, y3 8 equivant Northpomte Inc. d/o/a equivant 11.11 Severability. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. 11.12 Construction. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to." [Signatures Appear On Following Page] 2018 v1 Vol. ___, -ua P9. l t 9 equivant Northpamte Inc. d/b/a equivant IN WITNESS WHEREOF, the equivant designated agent whose signature appears below, hereby warrants that he has been authorized to execute this Agreement on behalf of equivant and hereby accepts and binds equivant to the terms and conditions as of the Effective Date. equivant Name: Greg Eash Title: Chief Operating Officer Signature: yWgdV '4' Suls Date: Max 11, 2022 CUSTOMER Name: Title: Signature: Date: Please list the appropriate Billin contact information if different from above: Contact Name: Title: Address: Phone: Email: Please list the correct Pediect Lead contact information if different from above: Contact Name: Title: Address: Phone: Email: 2018 v1 Vol. p9. Z4 �- — — v equivant Northpointe Inc. d/b/a equivant EXHIBIT A Software --License, Maintenance and Support Fees Software: The CUSTOMER shall be entitled to use the Software set forth below in accordance with the terms and conditions of the Agreement, including, without limitation, the restrictions indicated in this Exhibit. License Fees: The License Fees for the Software are annual fees that are payable per section 4.1 of the software license & maintenance agreement for each contract year and are listed below. The License Fees will be negotiated each year based on the number of users and the package of product modules provided, but shall not exceed 3% over the previous year's price per section 5.1 of the software license & maintenance agreement. Maintenance and Support Fees: The Maintenance and Support Fees are annual fees that are payable in advance for each contract year in which Maintenance and Support Services are to be provided. The Maintenance and Support Fees will be negotiated each year based on the number of users and the package of product modules provided, but shall not exceed 3% over the previous year's price per section 5.1 of the software license & maintenance agreement. Additional Services: Additional Services are billed as delivered unless otherwise agreed. Expenses are billed at actual cost as incurred. CONTRACT TERM: June 1, 2022 — May 31, 2023 ANNUAL SUBSCRIPTION & HOSTING FEES Northpointe Classification Management (i bundle of 5 use licenses) 6 $1,700 $10,200 Northpointe Suite Supervision (1 bundle of 5 use licenses) 2 $2,750 -$5,500 Hosting -Amazon GovCioud 1 $6,000 $6,000 Northpointe Classification AN 1 $2,500 $2,500 Subtotal, Annual Software Subscription and Hosting $24,200 2018 v1 Vol. -3(„ o Pg equivant Northpomte Inc d/b/a equivant EXHIBIT B Support Services 1.1 equivant, or its agents, shall provide support services as described in this Exhibit B ("Support Services") for the Software. The COUNTY will have access to equivant's support services during normal business hours (8:00 A.M. - 5:00 P.M., E.S.T.), Monday through Friday, excluding published holidays ("Support Hours"). The initial term for the provision of Support Services will be concurrent with the term of the equivant license as set forth on Exhibit A, unless the Agreement is terminated in accordance with its terms. Upon expiration of the initial term, and COUNTY agreement to negotiated Software Fees for the new term, the provision of Support Services will automatically renew for additional one (1) year renewal terms, unless the COUNTY provides equivant with written notice of the COUNTY'S intent not to renew the Support Services no later than sixty (60) days prior to the next anniversary of the Effective Date. 1.2 equivant will provide the following Support Services to the COUNTY: 1.2.1 Correction of confirmed defects in the Software, based upon deviations from documented software functionality; 1.2.2 Documentation updates via published Release Notes; 1.2.3 Assistance in resolving issues with Software. 1.3 Response Times and Availability. The Customer Care Department is the primary -means of communication between the COUNTY and equivant regarding all equivant software issues. Customer Care provides the most efficient means to track, manage, and resolve all equivant software issues. The following table provides information on equivant's categorization of issues. Urgent Issue results in broad disruption or degradation of production environment services (not caused by the County's hardware or environment) causing a Extremely severe business impact to the County, and for which no acceptable Severe workaround exists, including where: Business • A core business function is prevented from being carried out; or Impact • An issue results In a disruption or degradation for multiple core business functions that affect one or more of the County's business groups. 2018 v1 , Vol. 2�D pg. L�� equivant Northpante Inc d/UIa egUivant �" Priority, Criteria High An error or Software issue related to a core system or business function Serious that causes a serious business impact to the County by impeding the Business normal intended use of the software but allowing processing to continue in a restricted manner, and forwhich there is no known system Impact workaround_ Normal A software operational error related to a core system or business function Moderate that causes a moderate to low business impact to the County but does Business not cause a serious impediment to the normal intended use of the Impact software, and for which a system workaround may exist; or questions about how to use the application. Low System functionality is largely correct except for minor, display or Little or No cosmetic errors with non -core functions of the software that causes little or Business no business impact to the County. Includes requests for documentation Impact changes or corrections. 1.3.1 Response Time. equivant will respond as quickly as possible to each request, but uses the response time targets for Average First Reply Time, during the defined hours of operation, provided in the table below. First Reply Time is defined as the time it takes an equivant Customer Care Agent to respond to COUNTY'S request for assistance. Average_.First4Reply ,. Average Resotutron iime Target of ar a, Urgent 1 hour As soon as possible, but no more than 24 hours High 8 business hours 48 hours (not including development or release time) Normal 2 business days 5 business days (not including development or release time) Low 2 business days Mutually agreed time or Scheduled for future release 1.3.2 Resolution Time. Resolution time will vary depending on the severity and complexity of the reported problem. Resolution time is defined as the time it takes equivant to sufficiently remedy the problem or return the system to operational status. Resolution may mean that a temporary fix has been provided to correct a problem until a permanent solution can be delivered. Average Resolution Time targets are provided in the table above. Elapsed time for development effort is not included in Resolution time. 1.4 Exceptions. 2018 v1 P g j� equivant uodhpocnte Inc. Wb!a equivant 1.4.1 Inquiries related to interpretation of results or configuration decisions based on COUNTY policies and/or procedures are NOT included in the Support Services. 1.4.2 equivant will provide the Support Services only for the most current release and the immediately preceding major release of the Software. equivant may elect to cease supporting a platform upon twelve (12) months' notice to the COUNTY. equivant shall have no responsibility under this Agreement to fix any errors in the Software arising out of or related to the following causes: (a) the COUNTY'S modification or combination of the Software (in whole or in part), (b) use of the Software in an environment other than any hardware and operating system platform which equivant supports for use with the Software ("Supported Environment); or (c) County owned hardware problems. 1.5 equivant will provide updates for the Software as and when developed for general release at equivant's sole discretion. 5.1 equivant hosted COUNTIES will request the software update to be performed and will approve the modifications necessary to the active Test/Production environments when an update is required. equivant will perform the software update within its hosted environment upon approval. Documentation (Northpointe Suite- Release. Notes) will be made available to inform the COUNTY of software modifications. 5.2 On -premise hosted COUNTIES will request the software update to be performed. equivant will build -the software installation package necessary to update the COUNTY'S active Test/Production environments. Each update will consist of a set of files made available electronically and will be accompanied by Documentation (Northpointe Suite Release Notes) adequate to inform the -COUNTY of software modifications. The COUNTY will be responsible for performing all on -premise software updates. 1.6 The COUNTY is responsible for undertaking the proper supervision, control and management of its use of the Software. 2018 v1 EVOL._.___�5- o P9 -� �-- equivant Northpo:nte Inc. d/b/a EgUivaM EXHIBIT C Northpointe, Inc. (d/b/a equivant) Hosting Services equivant utilizes the AWS GovCloud platform for all hosted services. The general scope of services addressed by this Agreement includes the operation, maintenance, and support of the: • Application and Database hosted under this agreement • Database security • Database Backup services, with retention • Data Center server operation. Amazon Web Services Service Level Agreement Amazon Web Services (AWS) is the hosting provider for equivant's hosting services. AWS provides secured data centers within the United States, server hardware, scheduled maintenance services, replication options, back-up utilities and service utilities needed for monitoring and penetration testing. AWS will use commercially reasonable efforts to make the services available for each AWS region with a Monthly Uptime Percentage of at least 99.99%. This Service Commitment stipulates that major routing devices within the AWS operated data center and internal network are reachable from the United States internet 99.99% of the time. AWS's hosting SLA includes exclusions for scheduled maintenance, malicious attacks, and legal actions that may impact network uptime. Amazon SLA Exclusions The Service Commitment does not apply to any unavailability, suspension or termination an included service, or any other service performance issues: (i) caused by factors outside of Amazon's reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the applicable Included service; (ii) that result from any actions or inactions of COUNTY or any third party, including failure to acknowledge a recovery volume; (iii) that result from COUNTY'S equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Amazon's direct control); or (iv) arising from our suspension or termination of COUNTY'S right to use the applicable service in accordance with this Agreement If availability is impacted by factors other than those used in Amazon's Monthly Uptime Percentage calculation, then Amazon may issue a service credit considering such factors at their discretion. equivant Scope of Services All of the services, functions, processes, and activities described below will be collectively described as the "Hosting Services" for purposes of this Agreement. 1. Application Application refers to the COUNTY'S software licensed from equivant pursuant to the Software License Agreement. The Application is hosted by equivant pursuant to this Agreement. 2018 v1 Vol. — 3(00 -- g. �C7 �-��� 0 equivant NonhM. me tnc. &bla equivant II. Support Software_ Support Software includes the operating system, utilities, database software, monitoring services and necessary licenses required to operate the Application and is provided by equivant as part of the scope. • Monitoring includes Maintenance and Performance monitors on bandwidth access (connectivity), server up time and processing stability, unauthorized access, and back door attacks. III. Backups The Production Database will be backed up two times per day: • Full back-up of Production and Test database files executed each Sunday: 10:00 PM EST • Differential back-up of Production and Test database files executed nightly at 10:OOPM EST • Transaction log back-up of Production database files executed every 5 minutes. (Test databases are not configured for full transaction logs.) • Backups are physically stored in the assigned AWS data center. • Backup files are retained for 14 calendar days. • An image of all data and backup drives are securely transferred daily at 6:OOAM EST to an encrypted storage volume located in a second storage location within the assigned data center. • All backup files are stored electronically, on approved servers. No other media is used to backup, store, or secure offsite backups. IV. Maintenance Schedule Maintenance is scheduled and delivered by equivant technical engineers. Maintenance refers to the maintaining all equivant host servers that house application software and databases. Hosted servers may not be available to the COUNTY during regularly scheduled maintenance windows; maintenance activates are mandatory. The equivant maintenance schedule is set as follows: • The first Sunday of every month from 9PM to 12PM EST (Windows and Security Updates). Hours of System Operations The Application will be accessible and available to the COUNTY and capable of normal operating functions 24 hours a day, seven days a week, except for periods of Scheduled Maintenance and previously approved outages communicated by the hosting provider. equivant will not be responsible for inaccessibility arising from communications problems occurring anywhere beyond the equivant production server side of the router resident at the AWS Data Center. Compliance Status AWS GovCloud (US) allows customers at the state, local and federal level to adhere to ITAR, FedRamp/FISMA High and DoD SRG impact levels 2,4 and 5. All AWS published compliancy certifications can be referenced directly at: https://aws.amazon.com/compliance/oroarams/ 2018 v1 ! O� J=- v p .--- -- 2 equivant Northpamte Inc Wbla equivant Customer Responsibilities The COUNTY is responsible for: • Assigning a primary and alternate COUNTY representative to coordinate all communications and activities related to equivant hosting services. These representatives should be authorized decision -makers with appropriate technical capabilities. • Providing user identification data and determining the appropriate security profile for each user account within the software application. COUNTY will control security at the Application level within all hosted environments. • All printing activities. No print job will print at the Data Center and all physical printing requirements will be handled by the COUNTY. This includes the purchase and installation of printers at COUNTY'S sites for the Application being utilized as defined in the Scope of Services. • Installing, operating and maintaining all workstation software (and COUNTY'S LAN, existing data communications configuration, hardware, or software required at the COUNTY'S site) except as otherwise stipulated in the Scope of Services. equivant network and network responsibility includes the data center hardware configuration (servers, routers) to the boundary of the COUNTY network. Internet bandwidth and uptime from the COUNTY'S entry point (physical location/s) is the responsibility of the COUNTY. • Requesting and scheduling all software release upgrades with equivant technical staff. This must be performed a minimum of once per contract year in order to maintain compliance with equivant's End of Life Software Policy. • Testing application upgrades and/or application fixes applied by equivant to Applications used by COUNTY. COUNTY will test all software release updates and fixes prior to their Introduction to the COUNTY's Production environment within a mutually agreed upon time frame. Approval to alter the hosted test and production environments is required by the COUNTY. The following pertains to all COUNTY systems hosted by equivant: 1. Confidentiality, Integrity, Availability (CIA) • equivant shall protect the Confidentiality, Integrity, and Availability (CIA) of all COUNTY Data ensuring extra levels of security. All COUNTY information must remain private and permit redaction of protected information before publication. Audit trails cannot be altered. 2. Breach Notification • equivant agrees that upon discovery of unauthorized access to COUNTY Data, equivant shall notify COUNTY both orally and in writing. In no event shall the notification be made more than forty-eight (48) hours after equivant knows or reasonably suspects unauthorized access has or may have occurred. In the event of a suspected unauthorized access, equivant agrees to reasonably coordinate with COUNTY to investigate the occurrence. 3. Data • All COUNTY data will remain in the 48 contiguous states at all times. 2018 v9 �a equivant Nonhpomte Inc. d/b/a equivant PROFESSIONAL SERVICES AGREEMENT This Agreement is made and entered into as of June 1, 2022 (the "Effective Date") by and between Northpointe, Inc. d/b/a equivant, a Delaware Corporation, having its principal place of business at 1764 Forest Ridge Drive, Suite A, Traverse City, MI 49686 ("equivant") and Brazos County Sheriffs Office, having its principal place of business at 1835 Sandy Point Road, Bryan, Texas 77803 (Customer). 1. SERVICES. This Agreement shall apply each time Customer engages equivant to provide services. All services provided will be described in an equivant quotation or a mutually agreed upon "Statement of Work" ("SOW") as applicable (hereinafter referred to as "Services"). 2. TERMS 2.1 Requests for Service, Quotes, and Orders. Customer shall sign and return this agreement for the initial order for Services. All subsequent orders for Services must specify equivant's quotation (if any), and reference the Services requested and Invoice address. All orders are subject to acceptance by equivant. 2.2 Prices. The prices charged for Services purchased under this Agreement will be equivant's then current charges for such services or as quoted by equivant. If the Services are being performed on a time and materials basis, any estimates provided by equivant are for planning purposes only. 2.3 Additional Fees; Taxes. Prices are exclusive of all country, provincial, state and local sales, use, value added, excise, privilege, franchise and similar taxes. Taxes imposed on equivant (other than taxes related to equivant's income) in connection with the Services purchased under this Agreement will be paid by Customer, unless tax exempt, and will appear as separate items on equivant's invoices. 2.4 Invoicing and Payment. Customer's payment terms will be net thirty (30) days from the date of invoice. 2.5 Term. This Agreement will begin on the effective date stated above and will continue until terminated in accordance with its terms. Each SOW will continue for the term stated therein, unless otherwise terminated pursuant to this Agreement. 2.6 Termination. Either party may terminate this Agreement by providing at least thirty (30) days prior written notice to the other. Termination of the Agreement will not terminate any outstanding SOWs and the terms of this Agreement will survive such termination to the extent that such terms are incorporated into any outstanding SOWs. Either party may terminate an individual SOW if the other party commits a material breach of such an agreement and the breach is not cured within thirty (30) days of receipt of written notice from the injured party. Termination of one or more SOW will not terminate this Agreement. Upon termination, all rights and obligations of the parties under this Agreement will automatically terminate except for rights of action accruing 2018 v1 O 4 vol. 3U0 pg. L--Z- equivant Northpointe Inc. d/b/a equivant prior to termination, payment obligations and any obligations that expressly or by implication are intended to survive termination. 3. PROPRIETARY RIGHTS equivant will retain exclusive ownership in all deliverables created by equivant hereunder and will own all intellectual property rights, title and interest in any ideas, concepts, know how, documentation or techniques developed by equivant under this Agreement. equivant will also retain all intellectual property rights with respect to the tools and/or software that equivant uses to deliver the Services. Subject to payment in full for the applicable Services, equivant grants Customer a perpetual, non-exclusive, -non-transferable, royalty -free right to use the deliverables solely for Customer's internal use. 4. EXPORT: REGULATORY REQUIREMENTS Customer acknowledges that the Services sold under this Agreement, which may include technology and software, are subject to the customs and export control laws and regulations of the United States ("U.S.") and may also be subject to the customs and export laws and regulations of the country in which the Services are rendered and/or received. Customer agrees to abide by those laws and regulations. Customer further represents that any software provided by Customer and used as part of the Services contains no encryption or, to the extent that it contains encryption, such software is approved for export without a license. If Customer cannot make the preceding representation, Customer agrees to provide equivant with all of the information needed for equivant to obtain export licenses from the United States. government and to provide equivant with such additional assistance as may be necessary to obtain such licenses. Notwithstanding the foregoing, Customer is solely responsible for obtaining any specific licenses relating to the export of software if a license is needed. equivant may also require export certifications from Customer for Customer provided software. equivant's acceptance of any order for Services is contingent upon the issuance of any applicable export license required by the United States Government; equivant is not liable for delays or failure to deliver Services or a product resulting from Customer's failure to obtain such license or to provide such certification. 5. CUSTOMER RESPONSIBILITIES EQUIVANT WILL NOT BE RESPONSIBLE FOR LOSS OF OR DAMAGE TO DATA OR LOSS OF USE OF ANY COMPUTER OR NETWORK SYSTEMS. Customer acknowledges that equivant's performance and delivery of the Services are contingent upon: (i) Customer providing safe and hazard -free access to its personnel, facilities, equipment, hardware, software, network and information and (H) Customer's timely decision -making, notification of relevant issues or information and granting of approvals and/or permission. Customer will promptly obtain and provide to equivant any required licenses, approvals or consents necessary for equivant's performance of the Services. Information disclosed by Customer pursuant to a separate Nondisclosure Agreement ("NDA") signed by both parties will be protected under the terms of the NDA. Customer acknowledges that any information or data disclosed or sent to equivant that is not protected under a separate NDA is not confidential or proprietary to Customer. 2018 v1 VOL �� pg. 5 equivant Northp&nte Inc. dlbla equivant 6.'LIMITED WARRANTY & LIMITATION OF LIABILITY 6.1 Limited Warranty. EQUIVANT WARRANTS THAT SERVICES WILL BE PERFORMED IN A GOOD AND WORKMANLIKE MANNER. EXCEPT AS EXPRESSLY STATED IN THE PRECEDING SENTENCE, EQUIVANT MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY RELATING TO THIRD PARTY PRODUCTS OR THIRD PARTY SERVICES; ANY WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN CONDUCTING SERVICES; ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE SERVICES OR THE RESULTS OF ANY RECOMMENDATION EQUIVANT .MAY MAKE; AND,ANY IMPLIED WARRANTIES CONCERNING THE PERFORMANCE, MERCHANTABILITY, SUITABILITY, NON -INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE DELIVERABLES OR OF ANY SYSTEM THAT MAY RESULT FROM THE IMPLEMENTATION OF ANY RECOMMENDATION EQUIVANT MAY PROVIDE. 6.2 Limitation of Liability. NEITHER CUSTOMER, EQUIVANT NOR EQUIVANT'S SUBCONTRACTORS WILL BE LIABLE FOR ANY -INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR .IN CONNECTION WITH THE SERVICES PROVIDED BY EQUIVANT EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EQUIVANT SHALL NOT. HAVE LIABILITY FOR (1) LOSS OF INCOME, PROFIT, OR SAVINGS, WHETHER DIRECT OR INDIRECT, (11) LOST OR CORRUPTED DATA OR SOFTWARE, OR (III) PRODUCTS NOT BEING AVAILABLE FOR USE. EXCEPT FOR CLAIMS THAT THE SERVICES (EXCLUDING THIRD PARTY PRODUCTS) CAUSED BODILY INJURY (INCLUDING DEATH) DUE TO EQUIVANT'S NEGLIGENCE OR 'WILLFUL MISCONDUCT, EQUIVANT'S TOTAL LIABILITY ARISING OUT OF, OR IN CONNECTION WITH, ANY SERVICES PURCHASED PURSUANT TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE SPECIFIC SERVICE(S) GIVING RISE TO SUCH CLAIM DURING THE PRIOR TWELVE MONTH PERIOD. 7. INDEMNIFICATION Customer accepts responsibility for, and agrees to indemnify and -hold equivant harmless from, any and all liability, damages, claims or proceedings arising out of (i) the failure of Customer to obtain the appropriate license, intellectual property rights, or any other.permissions, regulatory certifications or approvals required to support any SOW or equivant's performance of the Services, or (ii) any inaccurate representations regarding the existence of an export license. 8. MISCELLANEOUS ITEMS 8.1 Assignment; Subcontracting. Unless otherwise provided in the SOW, Customer may not assign this Agreement without the prior written consent of equivant. equivant has the right to hire subcontractors to perform the Services provided that equivant shall remain 2018v1 Vol. — it�(%�I Pg° � 6 equivant Northpointe Inc d/b/a equivant responsible for the performance of Services under this Agreement, or to assign Services to its affiliates. 8.2 Entire Agreement; Severability. This Agreement (with attachments) is the entire agreement between equivant and Customer with respect to its subject matter and supersedes all prior oral and written understandings, communications or agreements between equivant and Customer. No amendment to or modification of this Agreement, in whole or in part, will be valid or binding unless it is in writing and executed by authorized representatives of both parties. If any provision of this Agreement is void or Unenforceable, the remainder of this Agreement will remain in full force and will not be terminated. 8.3 Independent Contractor. The parties are independent contractors. Neither party will have any rights, power or authority to act or create an obligation, express or implied, on behalf of another party except as specified in this Agreement. 8.4 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, acts of God, war, governmental action, labor conditions, material shortages or any other cause which is beyond the reasonable control of such party. 8.5 Dispute Resolution. The parties will seek a fair and prompt negotiated resolution within ten (10) days of the initial notice of the dispute. If the dispute has not been resolved after such time, the parties will escalate the issue to more senior levels. Nothing herein shall prevent either party from seeking a preliminary or permanent injunction to preserve the status quo or prevent irreparable harm during the negotiation process or diminish the respective rights of the parties to pursue any and all remedies available in law and/or equity at any time. 8.6 Notices. To give notice under this Agreement, the notice must be in writing and sent by postage prepaid first-class mail, receipted courier service, facsimile telecommunication or electronic mail to the address which appears below each party's signature below or to such other address as any party shall specify by notice in writing to the other party and will be effective upon receipt. 8.7 Section Headings. The section headings contained in this Agreement are inserted for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 8.8 Governing Law, Jurisdiction and Language. The laws of the State of Texas will govern this Agreement. 8.9 Limitation Period. Neither party may institute any action in any form arising out of this Agreement more than two (2) years after the cause of action has arisen, or in the case of nonpayment, more than two (2) years from the date of last payment. 7VOI. 2018 v1 1 ,. 7 equivant Northponte Inc. d/b!a equivant 8.10Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. 8.11 Additional Services and Expenses. If the Customer requests additional Services, these services will be on a chargeable basis to the Customer for actual time, plus travel expenses. 9. SERVICE AGREEMENT PRICING Implementation Package $78,531 • includes Travel Fees Subtotal, Professional Services $78,531 equivant Name: Greg Eash Title: Chief Operating Officer Signature: 04PV-4. SON"" Date: May 11, 2022 CUSTOMER Name: te: e.l 16� uc�. W I Signature: Date: A�-( -+a oZ0c'aZ- 2018 v1 Vol. 8 16 ilk SECTION 1: Getting Started equivant is pleased to partner with the Brazos County Sheriffs Office (Customer). This Statement of Work (SOW) identifies the tasks required to implement this project based on the software and services in the approved Price Proposal and equivant's understanding of all requirements. equivant will utilize the total number of hours listed within this Statement of Work as needed for any of the estimated activities included herein. Identified hours in the Work Breakdown Structure may be moved between tasks as necessary to complete service delivery. equivant Responsibilities Upon execution of the contract, an equivant Project Manager will be assigned. The equivant Operations Division will process the contract and prepare for project launch within two weeks of contract execution, dependent upon equivant service team availability. The equivant Project Manager will coordinate kick-off tasks and assign the equivant project team. Circumstances may necessitate changes to the tasks and/or time estimates, at which time equivant and the Customer will, in good faith, discuss these changes and any potential adjustments in tasks, time or costs per the approved change management process outlined herein. Customer Responsibilities The Customer will identify their internal stakeholders and include all management, end user and IT resources necessary to complete the software installation, configuration and training as outlined in this Statement of Work. The Customer will also be responsible for contacting and/or securing any third party resources required to build/test/implement interfaces to systems beyond the boundary of the Northpointe Suite application; equivant does not schedule or manage third party resources as part of this project scope. This includes all Customer technical personnel that may be assigned to interface development efforts, including the required JMS vendor efforts needed to complete this project. equivant will work directly with the Customer's appointed Project Manager for resource coordination when necessary. Upon contract execution, the Customer will prepare for project launch by coordinating all stakeholders, scheduling the project kick-off call with the equivant Project Manager and reviewing the scope in detail. The Customer will be responsible for contacting and/or securing all third party resources required to build/test/implement interfaces to systems beyond the boundary of the Northpointe Suite software application; equivant does not schedule or manage third party resources as part of this project scope. Page 2 I Statement of Work Va. -uo. I Mwww.equivant.com Northpointe Suite SECTION 2: Work Breakdown Structure WBS 1.0 Professional Services - Project Management equivant will provide project management services and oversight to execute a project schedule for the project's requirements, including the management of applicable resources. These services will be delivered incrementally over the life of the project. equivant will provide the following project management services: • Host a kickoff conference call between the equivant team and the Customer to review the Services within the Statement of Work and discuss the project timeline. • Coordination of internal and external project resources and activities to ensure milestones are achieved as planned within the project schedule. • Coordinate project tasks to minimize implementation time and costs, while taking into consideration resource and time constraints. • Serve as the main point of contact for the Customer's Project Manager. • Provide project status updates. equivant requires that the Customer appoint a Project Manager and identify all required resources that will be assigned on the Customer's Project Team, including the JMS vendor contact. The Customer's Project Manager will be responsible for the Customer's personnel resources and deliverables within the project. This team must have the authority to make decisions regarding the scope and details of the project for design and implementation purposes. Change Management Process Any change or modification to this SOW and to the functionality or response of the software application will result in a Change Control and will be managed through the Change Management Process. The scope of a project is defined by this Statement of Work. Requests to change the scope of the project by adding or editing requirements will be represented within a specific Change Control Request form, regardless of the size or impact of the requested change. Although either party may request a change, documenting the change will be overseen by the equivant project lead. Joint approval of the Change Control Request form is required before work on the change can be scheduled and initiated. Changes to this contract or scope of work may only be approved on behalf of Brazos County, by the Brazos County Commissioners' Court. Deliverables for Project Management Services • Up to 92 hours of Project Management services Page 3 1 Statement of Work td ® I 2 P r� 8 www.equivant.com WBS 2.0 Professional Services - Software Installation For hosted solutions, equivant will install the software agreed to within the Software License and Maintenance Agreement. The Customer will ensure that all client machines meet the Minimum Client Requirements needed to access and work in the hosted web application. equivant requires that the Customer configure their network to allow all necessary client machines to communicate with the equivant Hosted web application over standard internet protocols (HTTP and HTTPS). equivant will perform the software installation on the equivant hosted UAT and Production servers accordingly: ■ The UATapplication will be installed first, upon acceptance of this Statement of Work. Building and utilizing a UAT server is a project requirement. This test environment will be used by the project teams for all service delivery tasks outlined within this Statement of Work. o When involved, any third -party vendor must provide access to their own UAT environment as required for testing purposes related to data exchanges of any kind. equivant will ensure that third party vendors working for the Customer can access the equivant UAT server as needed for system testing and full interface testing as defined within this Statement of Work. o equivant is not responsible for the setup or configuration of any third -party vendors' systems or network access. ■ equivant will duplicate the UAT environment, which will include the Customer's final software configuration setup, in order to create the Production application/database in a production environment. This will be accomplished prior to Go Live approval from the Customer. The Customer will provide the required operating software - including licenses, media, and documentation - for all client machines. equivant will not be responsible for Customer network infrastructure or client machine management. Minimum Client Requirements: Windows 7; Internet Explorer 11 or Chrome; Adobe Reader 9. Client Hardware Suggestions: System hardware should meet or exceed Microsoft minimums for the operating system installed; Graphics card and monitor that will support 1024 by 768 pixels screen resolution. equivant Hosted System Testing Within each of the hosted environments, equivant will conduct a test to validate that the software is installed and will verify: • The application is accessible via approved browser connection • The ADMIN user can login successfully • The creation of: (1) a scale set; and (2) a case plan • The ability to create and print: (1) an assessment and (2) an Alternative Screening • The ability to access the Ad Hoc Report Generator module. Deliverable for Software Installation • Up to 12 hours for Software Installation: o Delivery and Installation of contracted Software Subscription in the UAT environment. Page 4 1 Statement of work a www.equivant.com Manual Data Import equivant will provide assistance for one custom manual import to the Customer's production database in order to populate criminal and misconduct codes used by the Customer. This import will be performed using only Customer provided data (via equivant approved format: flat files or Excel files) and will be limited to one import total. Additional import needs will be estimated for a Change Control, and all budget proposals will be submitted to the Customer for review/approval. Deliverables for Software Installation and Testing • Up to 12 hours for Software installation and Testing: 0 1 manual database import of criminal and misconduct codes (data file to be supplied by Customer) o Delivery and Installation of Software License in UAT environment. WBS 3.0 Professional Services — Analysis Workflow analysis is included in the scope of this project. This activity focuses on the Customer's business processes and the existing design of daily operations. equivant will review process design and the impact on the Northpointe Suite setup and implementation. In addition, equivant will review existing secondary screening tools within the software, and how they can be incorporated into daily work flow. equivant will meet with the Customer to discuss and define the Customer's internal work processes. The Customer will be required to define organization structure, staff and security rules and detail policy related to decision making. This workflow analysis session will inform the software configuration efforts, and allow the team to identify and find solutions to specific problem areas noted by the Customer. Deliverables for Analysis Services o Up to 32 hours analysis: 0 16 of Core (Assessments) process analysis: to be delivered on two consecutive days onsite 0 16 hours of Classification process analysis: to be delivered in a one -day session onsite WBS 4.0 Professional Services - Software Configuration The Northpointe Suite comes with many of the configurable fields pre -populated with common criminal justice default values. The configuration support work included in this Statement of Work provides the Customer with an overview of the configuration options and assists with the key decisions required for Go Live. This includes data elements needed for the set-up of the system such as Customer ID/Location and User Security Groups. Application and security settings are the foundation for the implementation. Software configuration is primarily the Customer's responsibility. System administrators will be the audience for this software configuration support, as it addresses system setup, configuration and system management. in addition, Customer personnel that will be responsible for the ongoing maintenance of the system should be included in all configuration planning. Deliverables for Software Configuration o Up to 56 hours of software configuration: o 28 hours of Supervision (Assessments) software configuration - Page 5 1 Statement of Work a www.equivant.com FVOI.- 3qo ■ 16 hours delivered onsite on two consecutive days Remaining 12 hours to be delivered remotely. Sessions scheduled by Project Manager. o 28 hours of Classification software configuration - • 16 hours delivered onsite on two consecutive days Remaining 12 hours to be delivered remotely. Sessions scheduled by Project Manager. WBS 6.0 Professional Services - Training This project will include deliverables that focus on user training for the following software modules: — Classification — Supervision The Software Navigation and Ad Hoc Report training provides hands on software navigation and use training. Each training participant must have access to a computer with internet access in order to access the Customer's UAT site for hands on training exercises. Software training services will not be provided by equivant until the Customer's consulting and software configuration activities are complete per this Statement of Work. The equivant training will: • Provide standard electronic training materials to the Customer for distribution as needed for participants. • Provide trainees with the basic navigation skills in the Northpointe Suite Classification module. • Provide trainees with the ability to complete the automated Classification and Reclassification process. • Guide interpretation of the classification and assessment outcomes. • Guide users in navigating the Ad Hoc Report Generator module: o Includes building a new report o Includes review of the "My Saved Reports" versus software standard reports. equivant training materials assume all users are familiar with a Windows environment —the equivant training will not include any Windows or remedial computer training. Deliverables for Training • Up to 48 hours of Training: • Up to 16 hours of training preparation (remote delivery): • Up to 16 hours of Classification Software Navigation Training (delivered on two consecutive days; onsite) • Up to 8 hours of Basic Risk & Needs Software Training (delivered in one session, onsite) • Up to 8 hours of System Administrator training (delivered onsite with another scheduled training) WBS 6.0 Professional Services — Software Development and Quality Assurance equivant will develop a new broker service to receive a one-way data push from the Agency's JMS vendor, Tyler. Northpointe will receive a flat file in DES Broker service. This flat file will contain the following columns related to an inmate: Page 6 1 Statement of Work www.equivant.com Vol. 3 P—o pg.:3 (F) BOOKING NO ARREST AGENCY LAST _NAME FIRST NAME MIDDLE NAME ID NO RACE SEX DATE _OF_BIRTH ARREST DATE BOOK DATE BOOK TIME CHARGE MISD_FEL CHARGE_DESC No data will be sent from the Northpointe Suite system to the Tyler jail management system. If additional columns are required by the Agency to capture additional data elements, equivant may issue a Change Control Request form outlining the additional time and cost associated with the requested change. equivant reserves the right to accept or deny any requested change/s to the existing Northpointe Suite data exchanges. The equivant Project Manager will schedule a Team Review meeting with the Agency/ JMS vendor to review the final specification, and define the data exchange frequency. • All outstanding questions or issues will be submitted by the Agency to the equivant Project Manager In writing for review. • If issues require changes to the broker service, equivant will review the requested scope change. No changes will be made to the broker without an approved Change Control Request allocating additional time and budget for the work. DEVELOP equivant will develop and test code within its system to receive one flat file from Tyler. Upon receipt of this file, the Northpointe Suite system will parse the data, and create a unique Person record within the system. The JMS vendor will commence development of the flat file as required for the Jail Management System to create and send the flat file. Development will be done based on the approved data element list from above. The Agency will work to define and build the test datasets that are required in order to fully initiate system testing once development is complete. Deliverables for Software Development and Quality Assurance • Up to 82 hours of software development and QA: o equivant to facilitate one planning meeting with Agency and JMS vendor to finalize broker development o equivant to finalize Broker Specification document o equivant to develop the broker to receive flat file from JMS vendor o equivant to perform a maximum of three tests of data file from JMS vendor: Page 7 1 Statement of Work e www.equivant.com 1. data field parsing is correct in the Northpointe Suite 2. Person record successfully created in the Northpointe Suite upon receipt of flat file 3. Error handling logs are activated. ■ Customer will validate results of successful Inputs and.outputs based on the approved API Technical documentation. WBS 7.0 Professional Services — User Acceptance Testing The Northpointe Suite application is a COTS solution (commercial off the shelf). in order to ensure that the Installed application meets the functional scope as defined by equivant in its software documentation, the Customer will perform user acceptance testing. equivant assumes that the Customer will schedule and complete this testing within two (2) consecutive business days. equivant will provide one (1) staff to support the UAT during this period. equivant will assist the Customer during the UAT period by answering questions regarding functionality or operation, and by investigating reported software application issues and by remediating any validated software defects. The Customer will be responsible for managing and conducting the UAT, including the coordination of any third parties other than equivant if needed. The Customer will develop a user acceptance test plan that will delineate the use cases to be tested, the data to be used in testing each use case, the expected outcome of each test and the pass/fail criterion for each test. The means by which the test cases will be tracked and the outcomes reported will be in a mutually agreeable format. The fully completed user acceptance test plan must be provided to equivant prior to the start'of user acceptance testing. equivant will review the test plan and provide feedback to the Customer regarding the scope and sufficiency of the test plan. During the UAT period, daily stand-up calls will be scheduled at a mutually agreeable time each business day to review the progress of the testing and the status of any open items. Once The Customer has successfully completed the User Acceptance Test the Software may be deployed to the production environment for production use. Deliverables for UAT • Up to 24 hours of user acceptance testing support (remote) o Attendance at Daily Stand-up Call WBS 8.0 Professional Services — Go Live Support As part of planning and preparing for go-Ilve, equivant will conduct a planning meeting with the Customer to assess readiness, and discuss go -live and any cut -over activities. The Customer will also receive Customer Care support information and all Customer Information will be set up in the equivant online Support Portal prior to Go Live. When the Customer commences live operations, equivant will schedule one (1) staff to provide remote "go live" assistancefor the first three business days of production use of the Software. Deliverables for Go Live Support Page 8 1 Statement of Work M WWW.egUlVBnt.Con7 (B • Up to 16 hours of go live support (remote) Travel Expenses All equivant travel expenses are included in the Fixed Fee project pricing. Travel charges include all related charges for airfare, lodging and transportation, meals and automobile expenses related to onsite Customer trips. If last minute travel change requests are made by the Customer, the Customer will be responsible for reimbursing equivant for any related change fees or related expenses. 6 onsite trips are included in the scope of this project: Trip Summary Classification Analysis (2 days) Trip 1 Supervision Analysis (2 days) Trip 2 Classification Configuration, Navigation Training (4 days) Trip 3 Supervision Configuration, UAT (3 days) Trip 4 Supervision Navigation Training (1 day) Trip 5 Classification Configuration, UAT (2 days) Trip 6 All on -site trips must be scheduled at least three weeks in advance SECTION 3: Project Pricing Pricing Summary The following table summarizes the Professional Services pricing for this engagement: SERVICES - FI�ED FEE, .PROFESSIONAL Implementation Package • includes Travel Fees $78,531 Subtotal, Professional Services $78,531 1. All pricing excludes applicable taxes, which are the responsibility of the Customer, unless tax exempt. 2. If project is cancelled prior to completion, all effort and travel -related costs expenses through the date of cancellation will be due and payable. Payment Milestones This project is a fixed fee engagement. All invoices for services delivered will be issued based upon pre- defined milestones outlined in this section. Page 9 1 Statement of Work 8 www.equivant.com Vol. � � Pg. U(v .�.. Upon milestone completion, equivant will issue an invoice in the amount assigned for the completed milestone. Invoices will be sent to the Customer per equivant's monthly billing cycle. Note that one to many milestones may be billed in one billing cycle. This project will use the following milestone payment schedule: ID_ Milestone Description _ _ Payment Due 1.07 _ ;' Project Kick -Off Complete - $12,000 �_ 2.0 - - -- _. -_-� . •...____ - j Software Install Complete - UAT .._.. __. ___ _:_ _� $10,643 - 3.0 Onsite Classification Analysis Completed $7,808 4.0 Onsite Supervision Analysis Completed $5,308 5.0 ,:— Software Configuration Completed 6.0 Software Navigation Training Completed_ . $9,212 _ _L SysteniAdrriinistrato_aT fining Co_moleted . _ _ 4 ; $6,712 - UAT Launched ; $14#212 _8.0 9.0- _-_�•GoLiveComplete--�-:• ---.-- .. _—._.__:.__ . �' $208._..----- SECTION 4: Assumptions General Assumptions 1. These services are priced on a fixed fee basis. Travel expenses are included as outlined herein. 2. equivant's scope of work does not include installation and/or configuration of any computer hardware or peripheral equipment housed within the Customer's environment. The end user will be responsible for installing and configuring computer hardware and peripheral equipment and following all system requirement specifications. 3. Customer will purchase all hardware and software required for implementation based upon equivant's 'Minimum Client Requirements', including any and all hardware and software needed for client machines and hosting environment. 4. Customer will have all of the necessary and appropriate personnel at the project meetings for the purpose of defining and approving the requirements of the project. 5. Customer is responsible forTCP/IP connectivity from all client workstations to the necessary servers. 6. Customer will appoint a single point of contact for the duration of the project. This person should have project management responsibilities and decision -making authority for the Customer. This person will be the primary point of contact for equivant's Project Manager. 7. Customer will make appropriate technical resources available to equivant, including but not limited to Customer administrators, supervisors, IT'administrators/engineers and end users as needed. 8. equivant will provide on -site training to Customer in a classroom environment suitable for training. Customer will be responsible for providing and preparing the training facility to include a computer terminal with internet access for every participant and the presenter, a projector and screen, flip charts and a white board. 9. The training noted in the Scope of Work does NOT certify participants as trainers unless explicitly noted in this SOW. equivant is the only entity that can certify trainers to train others. 10. For professional services or customizations not expressly included within this Statement of Work, equivant will issue a Change Control including work/budget estimates to accommodate the additional requirements. Page 10 1 Statement of Work 8 www.equivant.com F.I— Ppg __� 11. This Statement of Work does not include any costs associated with 3rd party vendors or software that may require development to complete the implementation of the work described herein. 12. Customer is responsible for all manual data entry and/or data scrubbing related to production data sets. 13. This Statement of Work is valid for 120 days. Project Management and Risk Factor Assumptions 14. The Customer project manager will be responsible for obtaining all required approvals and/or signoffs by Customer related to project deliverables and project progression in a timeframe that is In alignment with the Project Schedule. Delays to this process, as well as any Customer tasks not completed within the Project Schedule timeframe, may be subject to the Change Order Management process. Delays will adversely impact targeted deadlines, and may Include Increased project fees required to maintain baseline Project Schedule activities. 15. Any scheduled equivant resource that is unable to proceed with assigned tasks due to an Customer Initiated delay (i.e. Lack of approvals, failure to engage Jail Management System vendor, interface development delays, etc.) will be reassigned to other work within the equivant queue. If equivant resources are reassigned to other projects, the Customer project will be placed on hold until additional resources become available. 16. Customer is fully responsible for all data exchange efforts not described within this Statement of Work. 17. if Customer approvals are delayed for more than 10 business days for no defined reason, equivant will consider the project on hold and will invoice for services rendered to that time. Infrastructure Assumptions 18. Access to all working environments must be made available to the project team throughout the project, including technical UAT and production environments. 19. Acquisition, installation, testing, support, and tuning of any additional required application software, hardware, DBMS, other software, peripherals and communications infrastructure will be the responsibility of Customer. 20. Customer will be responsible for deploying access to the system and for providing all supporting software, hardware, and connectivity to the servers. Page 111 Statement of Work www.equivant.com EXHIBIT A AGREEMENT FOR CONTRACTED SERVICES Date of Agreement: June 1, 2022 Services Provided to: Brazos County Juvenile Services For the Purpose of: Providing review and approval of menu cycle with special diet modifications as needed. For the Period Covering: July 1, 2022 - June 30, 2023 Services.and Associated Fees: Review and approve the menu cycle for breakfast, lunch, snack and dinner for compliance with U. S. Department of Agriculture (USDA) meal pattern requirements and/or Texas Juvenile Justice Department (TJJD) regulations. Perform nutrient analysis as may be required. Provide technical assistance related to preparation for any compliance reviews subsequent to menu cycle review and approval through June 30, 2023, as needed. Modify the menu cycle for special diet modifications. A signed physician's statement may be required for verification of special dietary requirements. Offer unlimited telephone and email support. Services offered at $90.00 per hour, rounded up to the -nearest 1/4 hour, and are billed on an as needed basis with no minimum usage required beyond the rounding formula. Maximum Cost of Agreement: $1,800.00 Services will be billed as services are rendered. Terms are Net 30. pY&cd& R.ce t &6-cma v May 16, 2022 Priscilla Riedel -Cohan, MS, RDN, LD, SNS Date The BRAZOS COUNTY JUVENILE SERVICES accepts this agreement as written and,—J2.y s,igni this agreement, secures products and services for the pe .od a d to s o li ed herein. Authorized Representative Date Vol. k ,v FEES AND PAYMENTS A. Fees. SNRG shall charge the fees for the work to be performed hereunder as more fully set forth in Exhibit "A" set forth and made a part hereof. In addition, SNRG shall absorb all travel expenses incurred by SNRG in the performance of its services, which travel expenses shall include mileage cost, hotel cost for overnight stays, and reimbursement for meals. B. Expenses. All internal costs and expenses not described in the paragraph above, incurred by SNRG, shall be borne by SNRG, including, but not limited to, cost of supplies, materials, computers, and other material or data necessary for SNRG to provide their services. In no event shall Contractor be liable for the, expenses described in this paragraph incurred by SNRG for services rendered, nor shall SNRG be responsible to Contractor for any expenses incurred by Contractor in connection with its activities, including, but not limited to, costs of supplies, office expenses and other expenditures. C. Invoice. All invoices for services rendered and reimbursable expenses shall be submitted by SNRG to Contractor and shall be paid by Contractor in full with in thirty days from receipt of said invoice. D. Independent Covenants. The fee arrangement between SNRG and Contractor is an independent covenant, and this Agreement between the parties in not contingent on performance of any other party or any other contract. GENERAL COVENANTS AND WARRANTIES A. Contractor Representations. Contractor represents and warrants to SNRG that it is lawfully engaged in the conduct of its business, is in good standing, and has all necessary permits or licenses required for it to conduct and operate its business. B. SNRG Representations. SNRG represents and warrants to Contractor that SNRG is a company in good standing in the State of Texas, and has all necessary licenses and permits required for it to conduct its business operation in the State of Texas. C. Further Covenants. Except to the extent expressly set forth herein, neither party shall have the authority to bind, obligate or contract for or commit the other party to any act, promise or representation, unless specifically authorized in writing prior to any such action. This Agreement does not constitute a hiring or any employment agreement between the parties. SNRG is an independent contractor. This Agreement shall not be deemed or construed to create a vol� 3(-Po CONSULTING AND SERVICING AGREEMENT THIS AGREEMENT (herein so called), is made and entered into on this 1st day of July, 2022, by and between SCHOOL NUTRITION RESOURCE GROUP, INC., a tax-exempt, nonprofit corporation, ("SNRG") and Brazos County Juvenile Services, ("Contractor"). INTRODUCTORY PROVISIONS: The following provisions are a part of and form the basis for this Agreement: A. SNRG is a tax-exempt, nonprofit corporation in Houston, Harris County, Texas, that provides consulting and other services to school districts and other entities on a membership or contract basis. B. SNRG desires to provide consulting and other services to Contractor, and Contractor desires to have SNRG perform its services for the benefit of Contractor. C. SNRG and Contractor desire to enter into this Agreement to evidence their covenants whereby SNRG shall perform such consulting and services, using its staff and equipment, upon the terms and conditions set forth herein. D. NOW, THEREFORE, for and in consideration of the mutual covenants and promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: CONSULTING EFFORTS A. SNRG's Efforts. SNRG agrees to conduct and perform the programs and services, during the time periods listed, all as more fully described on Exhibit "A" attached hereto and made a part hereof. SNRG agrees to use its best efforts in a professional and efficient manner to perform such services for the benefit of Contractor. B. Contractor's Efforts. The Contractor agrees to furnish SNRG with such information, access, and support as SNRG may reasonably request in connection with the performance of the services provided for in this Agreement. Contractor agrees that it will promptly and efficiently assist SNRG with the information, data, and other support necessary to allow SNRG to conduct the services that it had agreed to perform herein. F . 34o Pg._-2_I—. partnership, joint venture or common interest in profits or income between the parties. This Agreement only governs work performed by SNRG for customers acquired by Contractor. Each party shall have the right to conduct, participate, seek, or perform such other business opportunities as may be available to it without the consent, permission, or participation of the other party. Neither of the parties are restricted from engaging in or possessing any interest in any other business or venture, independently or with other parties, including, but not limited to, agreements that are formed for a purpose similar to the covenants contained herein. D. Proprietary Matters. SNRG has the ownership and all rights to all information, processes, training techniques, methods and trade secrets it has developed in its business. All such information, processes, training tools and devices, materials, data processing, analysis and other trade secrets are the sole property of SNRG. Contractor agrees that neither it, nor any of its agents, employees, or other representatives shall use or appropriate any such information for its own commercial use. Upon request, Contractor agrees to sign any other or further agreements with SNRG to confirm that, except to the extent required by law, information obtained by Contractor from SNRG shall be held confidentially. Any information obtained by SNRG during the course of the performance of its services of such a nature shall be held confidentially by SNRG and shall not be divulged to any third party, except to the extent required by law. TERMINATION A. Termination. This Agreement may be terminated upon the occurrence by any of the following events: (i) at any time after ninety (90) days written notice of termination given by either party to the other, with or without cause; (ii) immediately, upon the breach of this Agreement by either party, or if either party shall go out of business, terminate its business activity, cease to be authorized to conduct business, or otherwise suspend its business operations; (iii) immediately upon the filing of a voluntary bankruptcy action under the United States Bankruptcy Code by either party. Immediately upon such termination, Contractor shall pay SNRG all sums doing owing pursuant to this Agreement based on the payment terms set forth above. Thereafter, each party shall have no further duties or obligations to the other party. Notwithstanding any provisions contained herein, the obligations of Brazos County are expressly contingent upon the availability of funding for the obligations contained herein for the term of the contract and any extensions and renewals thereto. Vol. 3uo �g.�_ MISCELLANEOUS A. Notices. All notices, demands, requests, and other communications required or ,permitted shall be in writing, and shall be deemed to delivered when actually received if earlier, and regardless whether actually received, upon deposit in regularly maintained receptacle for the United States mail, registered or certified, with postage prepaid, to the parties -at the address set forth below, or at such other address as such party may have specified by notice in accordance with this section and actually received by the addressee: If to Contractor: Brazos County Juvenile Services 1904 West State Highway 21 Bryan, TX 77803 If to SNRG: School Nutrition Resource Group 6200 Savoy Drive, Suite 1202 Houston, TX 77036 B. Governing Laws. The laws of the State of Texas shall govern the validity, enforcement, and interpretations of -this Agreement. The parties acknowledge that the violation of this Agreement by disclosure of any confidential or proprietary information would result in a irreparable injury to SNRG, and Contractor acknowledges that in the event Contractor violates any such covenants and agreements contained herein, .SNRG will be entitled to obtain preliminary or permanent injunctive relief as well as damages and other remedies allowed by law as a result of such violation by Contractor, which remedies will be cumulative and in addition to any other rights and remedies to which SNRG may be entitled to. In the event of any such action, Contractor shall be responsible for costs, fees, attorney s fees and expenses incurred by SNRG and enforcing its rights hereunder. C. Integration and Modification. This Agreement constitutes the complete and final expressions of the Agreement of the parties relating to the engagement of SNRG by Contractor and supersedes all previous contracts, agreements and understanding of the parties, oral or written, relating thereto. This Agreement cannot be modified, nor any of the terms hereof waived, except by an instrument in ,writing, referring specifically to this Agreement, executed by both parties. D. Counterpart. This Agreement may be executed in several counterparts, each of which shall be fully effective as an original and all of which together shall constitute one in the same instrument. E. Construction. Any heading which may have been used in this Agreement have been inserted for convenience only and does not constitute matter to be construed in interpreting this E !. 2J Pg. contract. Words of any gender shall be held and construed to include any other gender and words in the singular shall be held to include the plural, and vice versa, unless the context requires otherwise. The words "herein", "hereof", and "hereunder" and other similar compounds when used in this Agreement shall be refer to the entire Agreement not to any particular provision or such. F. Invalid Provisions. If any one or more of the provisions of this Agreement or the application of any such provision to a specific situation shall be held invalid or unenforceable, such provision shall be modified to the minimum extent to make its application valid, and the validity and enforceability of all provisions of this Agreement and all other applications of any such provisions shall not be effected hereby. G. Binding Effect. either party. Except to binding upon and inures to their successors. Except nothing contained herein i than the parties hereto, remedies by reason of this This Agreement is not assignable by :he extent so limited, the Agreement is the benefit of Contractor and SNRG, and _s expressly provided in this Agreement, intended to confer on any person other and their successors, any rights or Agreement. IN WITNESS HEREOF, the parties execute this Agreement, the date first written above. ' School Nutrition Resource Group By: Pr&�c� ki#�a co" Name: Priscilla Riedel -Cohan Title:Executive Director Br zos unt Juveni Services By: Name: _ U/k 1,3 a t—CLS Title: Lou,VX(,-y 'ZJ"i uPCoE TerraClaim Software as a Service Agreement This SOFTWARE AS A SERVICE AGREEMENT (this "Agreement") is entered into by and between InsureTech Software, LLC, a Delaware Limited Liability Company (hereinafter "Insuretech") County of Brazos (hereinafter "Licensee") (Insuretech and Licensee each individually, a "Party" and both collectively, the "Parties"): Section 1. License. Subject to the terms and conditions of this Agreement, Insuretech grants to Licensee a non-exclusive, non -transferable, non -assignable, limited license to access and use Insuretech's suite of web -based "software -as -a -service" product known as TerraClaim, including all updates, enhancements, revisions, derivatives and/or new versions thereto (in object code version only), and such data base maintenance and accompanying documentation, as is reasonably necessary for Licensee to access, use and operate the Software ("Documentation") as provided under and subject to this Agreement and identified in Schedule 1 attached below (hereinafter collectively, the "Software") under the Proprietary Rights (as defined below) owned by Insuretech in the Software, to the extent necessary for Licensee to access and use the Software for Licensee's business operations and provided services and for the purpose and in the manner as set forth in this Agreement and for which Insuretech provides the Software to Licensee under this Agreement (collectively the "Permitted Use"). Licensee has no right to engage in any use of the Software other than the Permitted Use unless a license is granted by Insuretech under another license upon the payment of all fees or royalties specified in such other agreement with Insuretech. Any use of the Software other than Permitted Use, or in violation of this Agreement, is not permitted under this Agreement. Section 2. Permitted Use, Restrictions on Use. Licensee may access and use the Software and Documentation only for a Permitted Use, and may authorize use and access to the Software only to, Licensee's authorized users, third party service providers and administrators. Licensee has no license or right to, and shall not: (i) copy or reproduce the Software or any part thereof (except solely as necessary and incidental to the access, use and/or execution of the Software as part of any -Permitted Use) or decompile, reverse engineer, modify, change, customize, adapt, or create any derivative work from, to, or of the Software or any part thereof, (ii) rent, sublicense, distribute the Software or any part to any third party or otherwise authorize its use by third parties, unless such third parties constitute Licensee's authorized users; (iii) use or utilize the Software for, in connection with, or in any type of service outsourcing, service bureau, time-sharing, or similar arrangement or transaction or one in which Licensee is not a principal, or to market or deliver services or products offered or marketed by Insuretech; (iv) use the Software for any purpose or any manner that is illegal or in violation of any applicable law or third -party rights; or (v) make, cause or authorize any third party to do any of the foregoing. All copies of the Software shall bear all, and Licensee may not remove, modify, or obliterate any, copyright, trade secret, trademark and any other intellectual property right notices on the copy delivered by Insuretech to Licensee under this Agreement. Insuretech shall have the right to obtain injunctive relief against unauthorized copying or use of the Software, in addition to any other rights to which it may be entitled. Notwithstanding any permitted or prohibited uses, Licensee is entitled to copy, display and distribute the Documentation as necessary to train, educate or otherwise reasonably enable its authorized users to access and use Software, and nothing in this Agreement shall limit the rights of Licensee or its authorized users to exercise any legal rights pursuant to the United States Copyright Act. Vol. Section 3. Services; Software Amendments. Insuretech will provide maintenance and/or support and/or other services related to the continuing operation and maintenance of the Software. If and to the extent Insuretech and Licensee so agrees in a written agreement signed by both parties, setting forth the fees, charges, and expenses to be paid by Licensee to Insuretech in consideration therefor, Insuretech will provide additional services to and/or on behalf of Licensee, including the development of certain Software enhancements, derivatives, features and/or reports as mutually agreed upon by Insuretech and Licensee (the "Services"). All such Services will be billable to Licensee at Insuretech's standard hourly rate of $150.00 per hour. Insuretech agrees and represents that Insuretech will timely revise, update, upgrade and/or enhance the Software as needed to maintain the security, functionality and operations of the Software, to cure any bugs, defects or other material flaws in the Software, and to remain in compliance with all applicable laws and regulatory updates or rate changes and similar revisions applicable to the industry (collectively "Software Amendments'). For purposes of this Agreement, all Software Amendments will also be deemed and shall constitute Software. Subject to the foregoing, Insuretech is not otherwise obligated to provide, deliver, or make available any enhancement, addition, new or other version, improvement, derivative work, derivation, customization, or adaptation to or from or including or based on any Software or part thereof unless and except to the extent Insuretech expressly agreed to do so as part of any Services requested by Licensee in writing. If and to the extent that Insuretech provides any Software Amendment to Licensee as required herein or as part of, and in accordance with, any Services, such Software Amendment shall be deemed to be part of the Software Iicensed under this Agreement. Notwithstanding anything in the Section or Agreement to the contrary, Insuretech represents and agrees that (i) the Software will comply, and will continue to comply, with any all applicable laws and regulations; (ii) Insuretech will timely provide and incorporate, at no charge to Licensee, any Software Amendment necessary to ensure that the Software remains fully operational and current, and fully compliant with all applicable laws and regulations, including both state and federal; and (iii) Insuretech will not replace any Software with a Software Amendment that is materially less functional or useful to Licensee or materially more costly to access and use. Section 4. Access and Use. A - The license under this Agreement permits Licensee and its authorized users to access and use the Software remotely on Insuretech's website accessible through an internet portal designated by Insuretech and as may be modified by Insuretech from time to time (the "Portal"). Except as otherwise provided herein, Licensee has no right or claim to download and install the Software on any server or computer owned or controlled by Licensee. Licensee agrees to reasonably and timely respond to any requests by Insuretech that are necessary to the setup and operation of the Portal and Licensee's access to and use of the Software pursuant thereto. B - Insuretech may, from time to time, temporarily take down or shut down access to the Portal or the Software, or parts thereof, for routine maintenance, repair, or service as Insuretech may deem necessary in its sole discretion ("Downtime"). Downtime shall be reasonably scheduled in advance on weekends during non -business off hours do not exceed what would be considered standard or normal for the industry. Subject to Licensee's contractual rights and remedies, in no event shall Insuretech be liable to Licensee or any third party in connection with any Downtime. During the Term of this Agreement, Insuretech agrees and represents that the Software and Portal shall be available for normal access and use by Licensee and its authorized users twenty-four (24) hours a day, seven (7) days a week, as further provided in the Service Level Agreement attached as Schedule 3 hereto. C - Licensee will receive a unique login identity or username and password for each of Licensee's authorized users to access and use the Software through the internet at the Portal (collectively, "Log -In Information"). Licensee may identify and designate, as its authorized users, (i) full, part-time and/or temporary employees, including without limitation such Licensee employees who are working for Licensee affiliates and/or subsidiaries; (ii) third party independent contractors providing services for or on behalf of Licensee who need access and use of the Software to provide their services; (iii) third party regulatory representatives, including without limitation auditors and examiners; and (iv) individual customers or clients of Licensee on a case -by -case basis as deemed reasonably necessary or appropriate by Licensee (collectively "authorized users"). Licensee shall not share any Log -In Information with any other person or permit any other person to know or use any of the Log -In Information, except solely for any employee of Licensee or other individual who is authorized by Licensee to access and use the Software in accordance with this Agreement. Once a person ceases to be an employee or an employee authorized to access and use the Software, Licensee shall ensure that such employee has no further access to the Software, if necessary, by changing the Log -In Information. D - Licensee is solely responsible for obtaining, providing, establishing and maintaining, at all times at Licensee's sole cost, all third party software, hardware, communication, internet access and connection, electricity, and any other prerequisites that are or may be necessary for the access to and use of the Software, as set forth in Schedule 5 attached hereto (collectively, "Access Requirements"). Insuretech is not liable for any Access Requirements, the provision thereof, or any costs, charges, fees, taxes, rates, or payments related thereto. E - Insuretech represents and agrees that the Software, Portal and any Services agreed upon by the Parties, will be provided by Insuretech in accordance and compliance with Schedule 4. Section 5. Indemnification. A Party (the "Indemnifying Party") shall defend, indemnify, and hold harmless the other Party (the "Indemnified Party") and any affiliate of the Indemnified Party, and all officers, directors, employees, and agents of the Indemnified Party or any of its affiliates (collectively, the "Indemnitees') from and against any claim, action, suit, litigation, demand, allegation, arbitration, proceeding, judgment, order, damages, loss, liability, injury, costs, expenses (including, without limitation, reasonable attorneys' fees and witness and other defense costs), settlement, and other payment obligation of any Indemnitee arising from or in connection with any claim or litigation asserted by a third party against any Indemnitee resulting from any breach of this Agreement by the Indemnifying Party, or any violation by the Indemnifying Party of any law or third party's rights or property. Section 6. Reservation of Rights. Insuretech represents that it owns and shall retain all rights, title and interest in and to the Software, any Software Amendment (by whomever or for whomever made), and any and all parts thereof, any and all marks and names of Insuretech or any of its affiliates, any work, technology, invention, concept, system, method, process, and other element of the Software and/or Software Amendment, any and all copyrights, patents, patent applications, trade secret rights, know-how rights, trademark rights, service mark rights, and other intellectual property rights of any kind, anywhere or under any law ("Proprietary Rights") in or to any of the foregoing (collectively and individually, "Insuretech Property"). All Software (and any Software Amendment, if any) is licensed to Licensee, not sold. Insuretech does not make, and nothing in or under this Agreement shall be interpreted or construed to be, any assignment, transfer or conveyance of any right, title, or interest whatsoever, or an ant of any license. (&j=ptsolWy-for-tlu license expressly granted VOL M Pg •--L-1- to Licensee in the License Section of this Agreement), lien, or other right whatsoever, in or to any Insuretech Property. Licensee shall not claim, any ownership, co -ownership, license (except solely for the license expressly granted to Licensee in the License Section 1 of this Agreement), or other right in or to or under any Insuretech Property. Section 7. Licensee Data. A - Licensee shall exclusively retain all ownership, rights, and responsibility for any data entered by or for Licensee in connection with the access or use of the Software ("Licensee Data") and be solely responsible and liable for any and all permissions necessary for Licensee's use, input, processing, sharing, and other handling of any Licensee Data. In addition and supplemental to any other rights or obligations pertaining to the return of Licensee Data, upon the termination or expiration of this Agreement, Insuretech will, within five (5) business days of written request by Licensee to Insuretech, deliver a complete and accurate backup copy of the Licensee Data on the database of Insuretech used in connection with providing access and use of the Software if such request is received by Insuretech within ninety (90) days after the termination or expiration of this Agreement. Thereafter, Insuretech may delete any and all Licensee Data, and Insuretech shall not be liable or responsible for any such deletion of any Licensee Data. B - Insuretech agrees to preserve and maintain the security and confidentiality of any and all Licensee Data, while such Licensee Data are in the possession of Insuretech, and conduct all collection, processing, and use of such data shall be in accordance with Insuretech's Data Policy as of the Effective Date as set forth at https://terraclaim.com/privacy-policy and shall be compliant with all applicable laws and regulations, both state and federal. Licensee agrees that Insuretech may collect, store, process, and use the anonymous and aggregated meta data in connection with Licensee's access and use of the Software and prepare, distribute, and use reports on such meta data, including, without limitation, for benchmarking, marketing, and promotion, provided that such meta data is anonymous and aggregated and all Licensee identifiers and all identifiers of any individuals are removed. C - Licensee Data Transition. Upon any expiration or termination of this Agreement for any reason and provided that Licensee promptly proceeds in a reasonably expedient manner to secure, implement, and transition to a replacement provider upon any expiration or termination of this Agreement, Insuretech will reasonably cooperate with Licensee in effectuating a prompt and orderly transition, including working with its vendors and licensors to provide Licensee with a suitable electronic copy of its Licensee Data and other system data needed by Licensee to transition to another service provider, in a standard electronic format (e.g. transition of data to another third party vendor, extraction to reports Licensee can archive on disks or print and file, extracts, or other reasonable methods as mutually agreed by the parties). In addition, Insuretech will provide Licensee with continued access to the Portal and Software during any post -termination or post -expiration transition period to facilitate continuity of Licensee's operations and services (the "Transition Services"), which Transition Services will be provided subject to the terms and conditions of a written agreement between the parties (the "Transition Agreement"). The Transition Agreement will also require Licensee to pay Insuretech for all reasonable costs incurred by Insuretech in providing the Transition Services to Licensee. Insuretech shall not be obligated to provide Licensee any Transition Services or access to the Portal and/or Software following termination of this Agreement unless and until the parties have entered into a Transition Agreement mutually acceptable to both parties. This provision will survive any expiration or termination of this Agreement. If this Agreement is terminated by Insuretech for Licensee's failure to pay any fees owed to Insuretech, then Insuretech shall have the right to require additional assurances before continuing access to the Portal and Software or providing any Transition Services, including, without limitation, advance payment of all agreed VOL coo pg.-ag upon fees. Section 8. Term and Termination. A - The term "Effective Date" means the later of the dates on which the latter of Insuretech or Licensee have signed this Agreement. B - This Agreement shall be effective and commence on the Effective Date and continue for a term of five (5) years until the end of the date that is the fifth anniversary of the Effective Date (the "Initial Period") and continue for successive one (1) year periods (each a "Renewal Period") immediately upon the end of the Initial Period or any Renewal Period unless and until it is terminated early in accordance with this Agreement. In addition: (i) a Party may terminate this Agreement by written notice of termination to the other Party if: (aa) such other Party breached this Agreement, which termination shall be effective at the end of thirty (30) days after such notice unless such other Party has cured such breach within such thirty (30) day period, or (bb) if a bankruptcy petition is filed by or for such other Party, or if such other Party ceases to operate its business, becomes insolvent, makes a general assignment to creditors, or appoints or has appointed a receiver, and (ii) Licensee may, upon not less than fifteen (15) days prior written notice to Insuretech, terminate this Agreement at any time with or without reason or cause, subject to compliance with Section 7.C. All rights of termination are without prejudice to claims and obligations then accrued. C - Immediately upon any termination or expiration of this Agreement, the license and any right to access and use the Software shall immediately cease. Licensee shall pay in full any and all License Fees and other payments owed and unpaid under this Agreement and/or for any Services rendered through the date of termination. Licensee shall no longer access or use the Software or other Insuretech Property, and Licensee shall, upon written request of Insuretech specifically describing any such Insuretech Property, destroy or return to Insuretech all Insuretech Property and any copy and manifestation thereof, at Insuretech's expense. Each Party's obligation to protect Confidential Information shall survive termination of this Agreement. Sections 4.1), 5, 6, 7, 9, 10, 11, 12, and 13, and this Section 8.C, of this Agreement shall survive any termination or expiration of this Agreement. In.the event of early. termination in accordance with Section 8.13, Insuretech shall refund Licensee all prepaid License Fees and other fees for Services that would have been provided after the termination date. Section 9. License Fees. A - For and in consideration of the license to access and use the Software under this Agreement, Licensee agrees to pay the license fees and other payments set forth in Schedule 7 to this Agreement attached below (the "License Fees") and any other fees and other payments mutually agreed upon in writing in connection with the provision of any Services. Any third party ancillary service fees including, but not limited to, registration filing fees, bill review fees, payment services fees, etc., that are not paid directly by LICENSEE to said vendor and are incurred by INSURETECH shall be treated as pass -through expenses from vendors and will be billed to and paid by Licensee, if approved in advance by LICENSEE and actually paid by INSURETECH. All undisputed License Fees and other payments shall be due within thirty (30) days of the receipt by Licensee of a valid invoice issued by Insuretech, as provided in Schedule 7. If Licensee fails to pay all or part of any undisputed License Fee, any undisputed payment for any Services, or any, other undisputed payment when due, Licensee agrees to pay interest on such unpaid amount at the rate of 1% of such unpaid and undisputed amount per calendar month until such unpaid and undisputed amount is paid in full to Insuretech. B - Each payment under this Agreement by Licensee to Insuretech shall be made in U.S. Dollar currency in immediately available funds, without any deduction or set-off, by wire or bank transfer to a bank account designated by Insuretech or in such other manner as agreed by Licensee and Insuretech. Licensee shall be responsible for any fees, taxes (other than the income tax due from Insuretech under its applicable law for its revenue comprising such payment), charges, and costs for such payment, and if any withholding or deduction for any such fees, taxes, charges, or costs are required under applicable law, Licensee shall gross up such payment so that Insuretech receives such payment without any reduction for any such fees, taxes, charges, or costs attributable to Licensee. Section 10. Insuretech Representations and Warranty. Insuretech represents and warrants to Licensee that it: (i) has the right to grant the license set forth in Section 1 of this Agreement and the Software will comply with all applicable federal, state, and Iocal Iaws, rules, and regulations and will reliably operate and perform in accordance with the specifications set forth in Schedule I and be free from material defects, malware and/or viruses; and (ii) the Services, when used as completed in this Agreement, shall comply, at all times with applicable federal, state, and local laws, rules, and regulations. If any Software fails to operate and perform in accordance with the specifications set forth in Schedule 1 or includes any material defects, Insuretech shall credit Licensee's account with an amount of time equal to the period such Software was out of service, provided such claimed deficiencies were due solely to the operation and availability the Software and were not caused by equipment, communication, or Internet service failures beyond the control of Insuretech. If such failure to operate continues for a period of thirty (30) days after any written notice of breach provided to Insuretech, Licensee may immediately terminate this Agreement and promptly receive a pro-rata refund from Insuretech of any prepaid license fees. Neither Insuretech nor Licensee assumes or authorizes any other person to assume any other liabilities in connection with the license or use of any Software. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE IN THIS SECTION 10, INSURETECH MAKES NO REPRESENTATIONS, CONDITIONS, COVENANTS, GUARANTIES OR WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS, CONDITIONS, COVENANTS, GUARANTIES, AND WARRANTIES, WHETHER EXPRESSED OR IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WORKMANSHIP, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY. Section 11. Limitation of Liability. EXCEPT WITH RESPECT TO A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOSS OF PROFITS, GOODWILL, LOST COMPUTER TIME, DESTRUCTION, DAMAGE OR LOSS OF DATA, OR ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, LIQUIDATED, OR PUNITIVE DAMAGES FROM ANY CAUSE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SOFTWARE, THE PORTAL, ANY SERVICES, OR ANY ACCESS, MAINTENANCE, OR USE, OR LACK THEREOF, OR THIS AGREEMENT. EXCEPT WITH RESPECT TO A PARTY'S INDEMNIFICATION OBLIGATIONS, A PARTY'S LIABILITY FOR DIRECT DAMAGES RESULTING FROM THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF AMOUNT PAID BY THE LICENSEE TO LICENSE THE USE OF THAT SOFTWARE OR ONE HUNDRED THOUSAND DOLLARS ($100,000.00). Section 12. Bases of Bargain, Legal Restrictions. VOL/ jU o pg. _ R A - The Parties have entered into this Agreement in reliance on the limited warranties, warranty disclaimers, limitations and exclusions of liability, and indemnity set forth herein, that the same reflect an agreed -to allocation of risk between the Parties (including the risk that a remedy may fail of its essential purpose and cause consequential loss), and that the same forms an essential basis of the bargain between the Parties. The Parties further agree and acknowledge that neither Party would have entered into this Agreement without such limitations._ B - Some countries and jurisdictions do not allow the conditions, limitations, disclaimer, or exclusion of implied warranties, representations, or conditions in Sections 10 and 11 of this Agreement, in which case: (i) the conditions, limitations, disclaimer, or exclusion of implied warranties, representations, or conditions shall not be invalidated or nullified but be revised and remain valid and enforceable such that they are effective to the greatest extent as permitted under applicable law, and (ii) if any implied warranties or conditions would then otherwise arise, such implied warranties and conditions will be limited in duration to ninety (90) days, or if applicable law requires a longer time period, the shortest legally required time period, from the date of the delivery of the Software. The warranties given herein give Licensee specific legal rights and Licensee may have other rights, which may vary from jurisdiction to jurisdiction. Section 13. Confidential Information. "Confidential Information" shall mean all information concerning past, present, and future business activities, including information, technical or otherwise, written or oral, including data held in confidence by Licensee or Insuretech which is designated as proprietary at the time of disclosure and provided that Confidential Information shall not include: (1) information, which at the time of the disclosure by the disclosing Party, is in the public domain; (2) information which, after disclosure by the disclosing Party, enters the public domain, except where such entry is the result of the receiving Party's breach of this Agreement or other obligation of confidentiality; (3) information, which, prior to the disclosure by the disclosing Party, was already in the receiving Party's possession and not subject to an obligation of confidence with respect to, said Confidential Information. Licensee and Insuretech covenant and agree to hold all Confidential Information in confidence, both during the term of this Agreement and for two (2) years thereafter and agrees not to use or to disclose Confidential Information to any person, firm or corporation, or to use such Confidential Information or any part thereof, either directly or indirectly, in any manner other than as provided herein. Insuretech's separate obligations to secure and maintain the confidentiality of Personal Information shall not expire after two (2) years, but shall separately remain as provided in Schedule 4. Section 14. Insurance. Insuretech agrees to maintain in full force and effect during the Term of the Agreement, at its own cost, the following coverages: (a) Commercial General or Business Liability Insurance with minimum combined single limits of One Million ($1,000,000) each occurrence and Two Million ($2,000,000) general aggregate. (b) UmbreIla Liability Insurance with minimum combined single limits of Two Million ($2,000,000) each occurrence and Five Million ($5,000,000) general aggregate. (c) Errors and Omissions Insurance (specifically including Professional Liability and Cyber Insurance coverage for security incidents and/or Personal Information Incidents) with limits of liability of at least One Million Dollars ($1,000,000) per claim and Two Million ($2,000,000) in the aggregate. Insuretech will notify Licensee, in writing, within three (3) days in the event of any cancellation or Vol. � Pg. policy reduction pertaining to the above minimum insurance requirements. Section 15. Miscellaneous. A - Notices. All notices or other communications required or permitted to be given by a Party pursuant to this Agreement to the other Party shall be in a writing and shall be personally delivered or mailed by U.S. mail, postage prepaid, or emailed at the address, if such notice is to Licensee, such address as provided by Licensee in connection with entering into this Agreement, or if such notice is to Insuretech, such mailing address of Insuretech as then set forth at Insuretech's website (https://terraclaim.com/privacy-policy). Notice shall be effective upon receipt. B - Export Control. Licensee acknowledges that the Software, or any part thereof, may be subject to the jurisdiction of the U.S. Export Administration Regulations (Title 15 of the U.S. Code of Federal Regulations Part 730 et seq.), U.S. trade embargo regulations (Title 31 of the U.S. Code of Federal Regulations Part 500 et seq.), other regulations of the U.S. Departments of Commerce, State, and Treasury (collectively, "Export Control Law"). Accordingly, Licensee agrees that Licensee will comply with all applicable Export Control Law and that the Software, or any part thereof, or any part or information thereof, or any access or use thereof, will not be: (i) reexported, sold, or otherwise transferred to countries outside of the United States of America in violation of Export Control Law or any other U.S. Iaw; or (ii) made available to any person or country outside, or any person that Licensee knows or has reason to suspect will cause the Software, or any part or information thereof, or any access or use thereof, to be made available outside, the United States of America in violation of Export Control Law or any other U.S. law; or (iii) reexported, sold, or otherwise transferred to or made available to persons or countries within the United States if such a reexportation, sale, transfer or making available would violate the Export Control Law or any U.S. law. Licensee specifically agrees to make best efforts to cause all users, including, without limitation, all its employees, if any, to comply with all provisions, terms and conditions set forth in this Section 15.13 to the same extent as Licensee has such obligation of compliance. In the event of any violation or breach of any of the provisions of this Section 15.13, Insuretech may immediately terminate this Agreement by providing written notice. Licensee is solely responsible for determining its obligations under Export Control Law. C - Force Maieure. Subject to any other legal and/or contractual rights, neither Party will have the right to claim damages as a result of the other Party's inability to perform or any delay hi performance (other than any payment or payment obligation) due to unforeseeable circumstances beyond its reasonable control, such as labor disputes, strikes, lockouts, war, riot, insurrection, epidemic, Internet virus attack, Internet failure, supplier failure, act of God, or governmental action not the fault of the nonperforming Party. Notwithstanding the foregoing and/or any other rights of termination, Licensee may immediately terminate this Agreement by providing written notice of termination to Insuretech in the event any force majeure event continues for a period of seven (7) days during which time Licensee is unable to access and use the Software. D - Injunctive Relief. The Parties agree that damages alone may be an insufficient remedy for a Party in the event of a breach by the other Party of the terms of this Agreement, and that such Party shall be entitled, in the event of such other Party's breach or threatened breach of such sections, to seek injunctive relief (or equivalent relief available under the law of the jurisdiction where such Party seeks such relief) to enforce the provisions of such sections, without requirement to post a bond. Injunctive (or such equivalent) relief shall be in addition to all other rights and remedies available to such Party, including, without Iimitation, damages. E - Waiver. No waiver by a Party of any right or remedy in or under this Agreement shall be valid Vol. unless set forth in writing and duly executed by such Party. No waiver of any breach of any term, covenant, warranty or condition herein shall constitute a waiver of any other or subsequent breach of any term, covenant, warranty or condition hereunder. The prevailing Party in any action to interpret or enforce this Agreement, or any part hereof, shall be entitled to all reasonable costs and expenses of such action, including reasonable attorneys' fees. F - Severability. The invalidity or unenforceability of any portion or provision of this Agreement shall not affect the validity or enforceability of any other portion or provision hereof. Any invalid or unenforceable portion or provision shall be deemed severed from this Agreement and the balance of the Agreement shall be construed and enforced as if the Agreement did not contain such invalid or unenforceable portion or provision. G - Governing Law. THIS AGREEMENT, AND THE APPLICATION OR INTERPRETATION THEREOF, SHALL BE GOVERNED EXCLUSIVELY BY ITS TERMS AND BY THE LOCAL, INTERNAL LAW OF THE STATE OF TEXAS, EXCLUDING ITS CONFLICTS OF LAWS RULES. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AGREEMENT OR ANY TRANSACTION HEREUNDER. THE PARTIES CONSENT TO T14E JURISDICTION, INCLUDING PERSONAL JURISDICTION, AND VENUE OF THE STATE AND FEDERAL COURTS LOCATED 1N THE STATE OF TEXAS. H - Dispute Resolution Procedures. In the event of any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, validity, or termination of this Agreement, the parties shall first negotiate in good faith for a period of ten (10) days from the date of notice of any such dispute to try to amicably resolve the controversy or claim. If the controversy or claim remains unresolved after the negotiation period concludes, the parties shall then make good -faith efforts for thirty (30) days to mediate the controversy or claim in Bryan, Texas, before a mediator mutually selected by the parties. Upon any unsuccessful conclusion of the mediation of the dispute, any such dispute or remaining dispute arising under or relating to this Agreement, or the breach, termination, or validity of this Agreement, may be adjudicated only as provided in this Section 15.H. Any party's right to demand good faith negotiations or mediation of a particular dispute arising under or related to this Agreement, or.the breach, termination, or validity of this Agreement, shall be waived if that party either: (1) brings a lawsuit over that controversy or claim against the other party in any state or federal court; or (2) does not make a written demand for negotiations or mediation within thirty (30) days of service of process on that party of a summons or complaint from the other party instituting such a lawsuit in a state or federal court of competent jurisdiction. I - Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the Licenses granted herein. This Agreement supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the Parties with respect to the subject matter hereof. No changes, modifications, or additions to this Agreement shall be valid unless the same is in writing, referencing this Agreement, and signed by each Party through its authorized representative therefor. J - No Third -Party Beneficiaries. The Parties do not intend any third party to be a third -party beneficiary under this Agreement (other than the indemnitees under Section 5, and nothing in this Agreement shall be construed for any third party to be a third -party beneficiary or to confer any third -party beneficiary rights or status on any third party. K - Assiggment. This Agreement and the rights and obligations hereunder shall not be assigned or delegated by a Party ithout-the-express-prier-writterreonsent-ofto r Party, which will not be unreasonably withheld. Notwithstanding the foregoing, a Party may assign this Agreement, without prior consent from the other Party to a purchaser of all or substantially all the Parry's assets or to an entity that results from a merger with the Party. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their successors and assigns. A permitted assignment under this Section 15.K shall not constitute an amendment of this Agreement if the assignment does not change any terms, conditions or provisions of this Agreement other than replacing the assigning Party with the assignee. L - Language. This Agreement is presented in English. If this Agreement is translated into any other language, then the Parties hereto agree that the English text shall prevail as between them. M - Publici . Insuretech agrees that it shall not have the right to use (whether in customer lists, press releases or otherwise) the name or logos belonging to Licensee without the express written permission of an officer of Licensee. To the extent any such permission is granted, such name and logo shall be displayed only in accordance with Licensee's then current branding standards, including, without limitation, those related to colors and placement and all TM and 0 marks. To the extent permission to use Licensee's name and/or company logo is granted, Insuretech agrees to promptly remove such references upon receipt of Licensee's written request to do so. - WHEREFORE, Insuretech and Licensee's duly authorized representatives have caused this Agreement (and the following schedules) to be executed as of the Effective Date. INSURETECH SOFTWARE, LLC PO BO 11, Bryan, TX 77806 Name: - James M Benham Title: CEO County of Brazos 3 By. Name: OL& P-nl E Title: GUu-O-C`( Schedule 1 TERRACLAIM SOFTWARE SOFTWARE SPECIFICATION REQUIREMENTS The Software provides functionality that enables licensee to perform claims administration for any insurance carrier or third party administrator in the workers' compensation, property & casualty and auto insurance industries. The Software shall contain the following necessary features and functions: For the administration of claims: Vol. ?jLe() _ pg. 8� - information contained in the first report injury or accidentlincident report. - ancillary support information related to medical, legal and other consultants assigned to the claim. - claims action plan function. - claims notes platform. - document file platform. - medical and other bill payment capabilities including medical explanation of benefits forms and IRS 1099 reporting. - accumulate and track claim payment, reserves and total incurred data by claim. - transactional diary system. - compliance with electronic reporting byjurisdiction and the Center for Medicare/Medicaid reporting and tracking of this reporting; - standard letter generation. Electronic Interfaces to send data and receive data to insurance providers: - medical bill utilization and adjudication. - excess insurance reporting. - NCCI or experience modifier preparer. - direct deposit payments. - positive pay reporting. Electronic Interfaces to send data and receive data to insurance providers; including but not limited to: - medical professionals. Reports of Claims data including but not limited to: - claims loss runs by claim. - check/disbursement register - possible duplicate payment report - explanation of medical benefits paid summary report. Schedule 2 Fees Post Go Live Import Fees: After the initial import and go live of the TerraClaim system, for any new data imports of Licensee, claim data can be imported for $1 per claim (no manual data entry or manipulation is included — must be in a machine-readable file like CSV, XLS, etc. To import old images or files the files must be indexed and referenced to the claim record and must not require manual import and indexing). Ancillary, Reporting, Miscellaneous and Payment Service fees: Shall be incurred at the cost provided by the payment provider (i.e., InsurCard) or the other providers (i.e. Mitchell Government Reporting) Any Insuretech fees chargeable to Licensee hereunder shall be limited to annual inflationary increases of two percent (2%). Any third parties' fees chargeable to Licensee hereunder shall be limited to reimbursement of the approved third parties' fees actually paid by Insuretech for and on behalf of Licensee. Statement of Work: Scope & Purpose Insuretech agrees to (i) provide and license the Software for the management of insurance claims related to Licensee's business and operations; (ii) provide all necessary hosting for Licensee's use and access of the Software pursuant to the Portal to be provided by Insuretech; and (iii) backups, support, geo-redundancy, and security from hosting service. In performing such services, Insuretech shall communicate directly with Licensee's Program Manager. Prior to payment of the Implementation Fee, Insuretech will accurately import Licensee's entire claim history and policy information for use in connection with the Software. Deliverables Licensee will be allowed unlimited User IDs for Licensee's internal users to access and use the Software, including for purposes of data and export available reporting through the Software. Out of Scope Third Party contracts and payments vendor will be contracted separately by Licensee for use in' connection with the Software. Customization of Software, including but not limited to report customization, scheduled reporting, field renaming, and integration buildout, is outside of this Scope of Work. If Insuretech and Licensee decide to work further together on the specification and implementation of customization, that effort will be executed in a separate Scope of Work. Insuretech does not guarantee to Licensee any specific level of claim completion as a result of services provided under this Scope of Work as this is dependent on responsiveness and cooperation of the insureds and related personnel outside the control of Insuretech. Reporting. only (rpo) is.not considered a claim and Licensee will not be billed for adding or customizing this feature to the Software. - Any other services not specifically provided or set forth in the Agreement or this Scope & Purpose are considered out of scope. Licensee Support Licensee's Responsibilities Licensee agrees to do the following to ensure the successful completion of this SOW: a. Submit the Required Contact Information. b. Submit the Team Members in Dependencies above. c. Allocate a Licensee project manager ("Project Mana er" to s ort the execution of this SOW. Vol. 3Qo P9. �P __ Licensee's Project Manager will: 1. Work closely with Licensee personnel to ensure engagement goals and timelines are met 2. Provide Insuretech with access to resources needed to support the project 3. Act as the focal point for resolution of project -related issues 4. Setup, assign security rights, and maintain user IDs for all Users. 5. Make final decisions regarding the functionality, usability, and data access rights of any configurations. Schedule 3 Service Level Agreement This Service Level Agreement is entered into by and between Insuretech ("Provider") and Licensee. Any capitalized term used but not otherwise defined in this Service Level Agreement shall have the meaning assigned thereto in main body of the Agreement as applicable. Performance Standards: Metrics. In accordance with all applicable terms of this Agreement, Provider agrees to comply with the performance standards set forth in this Service Level Agreement (the "Performance Standards"). Provider will meet the below Performance Standards when making the Portal and Software available to Licensee, its authorized users or any other entity as designated under the Agreement. Service Level Measures - - Standards Service -Availability -(as measured monthly) 99.95% leverage service Response Time (as measured over monthly periods) 140 ms (milliseconds) Provider will use its best efforts to exceed the above Performance Standards to meet Licensee's approval. In the event Licensee is not satisfied, in its sole but reasonable discretion, with the Performance Standards achieved by Provider within six (6) months following the Go -Live Date, Licensee may terminate the Agreement without penalty upon thirty (30) days written notice to Provider, unless such failure is cured before such time to the satisfaction of Licensee. Provider shall not be responsible for any failure to meet Performance Standards to the extent resulting from any act or omission by Licensee. Such failures shall be documented by ticket in the Parties' shared Zendesk customer service platform. Licensee will also have the right to terminate the Agreement within fifteen (15) days' notice if failure to achieve the Performance Standards occurs two (2) times in any ninety (90) day period or three (3) times in any one hundred eighty (180) day period. Licensee will have the right to -terminate the Agreement upon thirty (30) days' written notice if Provider fails to meet any of its obligations set forth in this Service Level Agreement and fails to cure any such breach within such thirty (30) day period. Vol.3(,0 Pg--n" Support and Problem Resolution: Technical Support. Provider will provide Licensee with Support around the clock every calendar day (365x24). To facilitate such support, Provider will provide Licensee with telephone/pager numbers for submission of all Support Requests to on -call support technicians. Problem Classification. The following Problem Classification Table definitions are used for classifying performance issues: Problem Classification Table Severity Level 'Criteria Severity 1 The impact on business is severe with many users unable to perform their normal } (Very High) work, or there is a serious, adverse business / financial impact. The users have no readily available alternative way of performing their normal work. Severity 2 There is a significant impact on business. The users are having difficulty performing (High) part of their normal work. Workaround solutions can be implemented but with i significant degradation of productivity. Severity 3 There is no immediate impact on business with only a few users affected. The users are: (Normal) inconvenienced by the problem but, have alternative ways of performing work with nominal productivity impact. Severity 4 _...._ _T9.__--._.._ Additional development or enhancement services which are not critical in nature. _._....___ — ._-_ .. _ _.. _._... __.____...._ ..__.....___....._... _....-...—._...- .--_........: Response Expectations. Immediately upon Provider's knowledge of any failure to conform with the Performance Standards set forth above, Provider will contact Licensee, Licensee will classify the problem according to the Problem Classification Table, above, and Provider will assign resources to resolve the problem as required in the Response Expectation Table below. Response Expectation Table. The following Response Expectation Table specifies the required response for problems.based upon the Severity.Level assigned by Licensee. The table specifies the maximum amount of time permitted to complete each of the following steps: Step 1. Represents the acknowledgment of the problem and the beginning of the information gathering process. Step 2. Represents the timeframe during which the problem is actively addressed and a temporary patch, correction, or work around is provided. Provider will provide a fix or a work around for all problems as soon as possible. As a first step, for problems reported by Licensee, Provider will provide Licensee an analysis of the root cause and the proposed fix as soon as possible. Critical problems will be worked on continually until a satisfactory problem resolution can be reached. Both Parties will apply immediate and continuing best efforts to achieve problem resolution. Step 3. Represents the timeframe by which a permanent solution willkbe available. Response Expectation Table Severity, Level ;Step 2 . Step 1 (Identify) {Assessment and Step 3 (Fix) Severity I (Very High) 30 minutes 2 hours 4 hours Severity 2 (High) 2 hours 4 hours 8 hours Severity 3 (Normal) 4 hours 8 hours 24 hours Severity 4 (Low) ..._........ ..-- 48 hours ___ 48 hours .._- ._ . _ ___ _._ ._.. _.___...._...._ As agreed, to on a case- by -case basis i . _._ __ .._. _...._.__. — _J *The Parties agree that some Severity Level 4 problems lack commercial justification on which to expend resources and, therefore, may never be resolved. Escalation Process. All problems with a Severity Level of I or 2 will be escalated if a solution or plan of resolution cannot be achieved within the designated amount of time as described above. Provider management will be made aware of issues according to the following timeframes. As succeeding levels of Provider management become involved in the resolution process, Licensee will provide contacts at proper levels within its organization to consult in resolving the problem. Upon execution of the Agreement to which this Service Level Agreement is attached, Provider will designate its support contacts and provide Licensee with the name, and phone number of its support contacts for each support level. Escalations will occur in accordance with the following schedule: Severity Level 1 and 2 Problem Escalation. 0 to 4: IProvider's management and engineering personnel are notified and actively working the Hour 5: Provider's Director(s) are notified and involved in the problem resolution. Hour 6:Provider's Vice Presidents are notified and involved in the problem resolution. I Hour 8: Provider's executive management team including the CEO are notified and involved in the problem resolution. Severity Level 3 Problem Escalation. Hours 0 to-72: Provider will work to resolve the problem and will attempt to provide a solution within 72 hours after problem identification. If problem identification has not occurred within the timeline outlined in the response expectation table, the problem will be assigned Severity Level 1 and Provider will follow the escalation procedures for Severity Level I problems. After 4 business days (provided that the problem is not due to the fault of Licensee), if Provider has not established a plan to correct the problem within a 10-day period, Provider will escalate the problem in accordance with the Severity Level 1 escalation procedures described above. Postmortem Reports: Provider will provide postmortem reports after each failure to meet any Service Levels. An initial report will be due within two (2) days of each such incident. A final report will be due within seven (7) days of the incident and must identify the problem, explain the root cause of the problem, and provide the short-term solution implemented to mitigate the issue and a long-term solution for preventing the problem. This document should be emailed to the following Licensee email address: Credits: Provider will credit Licensee, as set forth in the table in this section below and at Licensee' discretion, each time Provider fails to meet any Service Levels. The "Monthly Look -Back Average" shall be calculated as follows according to the timing noted in the failure's Zendesk ticket submission: For the first twelve (12) months from the Go -Live' Date, the Parties shall take (i) the days passed and (ii) the total monies paid to Insuretech, and divide (ii) by (i) to calculate the "Daily Average;" such Daily Average shall be multiplied by thirty (30) to calculate the Monthly Look -Back Beginning on the thirteenth (13th) month from the Go -Live Date, the Parties shall take the rolling average of total monies paid to Insuretech across the prior twelve (12) months; such average shall then be deemed the Monthly Look -Back Average. Average Credits consist of hard dollars, and Licensee's credit shall be the following: Standard Credit Service Uptime 10% of the Monthly Look -Back Average j Service Response Time T 10% of the Monthly Look -Back Average Licensee will determine, in its sole discretion, within thirty (30) days of its discovery or of any received report of an incident, whether a credit is due and shall notify Provider in writing. Credits will be due and payable within thirty (30) days of written notice from Licensee. Schedule 4 Software Hosting, System Security and Data Security General Hosting Services Insuretech shall exclusively provide all necessary services required to, operate, maintain, and support the Software and Portal in accordance with the obligations set forth in the Agreement, and as further provided below. Insuretech shall provide complete facilities management• and any other tasks as required to reliably, operate and maintain the Software and Portal in accordance with the requirements and other obligations herein. Insuretech's standards shall conform to prevailing professional and industry standards and shall ensure that the Software is reliably available for normal access and use by or on behalf of Licensee in accordance with the Agreement, specifically including the standards set forth in the Service Level Agreement attached hereto as Schedule 3. Insuretech shall ensure substantially error free operation of the Software to industry and professional standards and prompt correction of any defects, bugs, or material deficiencies. Insuretech shall maintain the Software and Portal in a secure manner in accordance with industry standards and shall use commercially reasonable efforts to enforce the appropriate industry standards for network, data, and physical site security in order to protect the privacy and confidentiality of Licensee Data and to prevent access to or use of any such data by unauthorized users. Security Measures Insuretech agrees to safeguard and protect Licensee Data in accordance with all applicable laws and prevailing professional and industry standards, which protection efforts shall, at a minimum, consist of the following: 1. Password Restricted Access. Insuretech will ensure that access to Licensee Data assessable through the Software or Portal is restricted to (i) Licensee, its representatives and/or end users authorized to access such data; and (ii) Insuretech's employees and agents that require access to Licensee Data in order to reasonably perform Insuretech's obligations to Licensee or to exercise Insuretech's rights hereunder. Subject to the foregoing, Licensee acknowledges that Insuretech is not responsible for any access to Licensee Data that results from any improper use or sharing of passwords or similar access credentials by any Licensee or its authorized users, or their failure to reasonably safeguard and maintain the confidentiality and security of their passwords used to access the Software or Portal. Insuretech shall have no liability to Licensee or any third party whatsoever for unauthorized access to the Software or Portal to the extent resulting from a failure of Licensee or its authorized users to reasonably maintain the confidentiality and security of Licensee passwords. 2. Insuretech Security Solutions. Insuretech agrees that it has installed and will maintain appropriate and commercially reasonable physical, electronic and administrative security'solutions to (i) restrict and prohibit unauthorized access to the Software and/or Portal and any Licensee Data accessible through the Software and/or Portal, including adequate firewalls, intrusion detection, anti -virus and physical security solutions, (ii) protect against ransomware attacks and/or demands (iii) protect the transmission of Licensee Data to, through or from the Software and/or Portal, and (iv) properly authenticate authorized end users. 3. Daily Back-ups. Consistent with commercially reasonable measures, Insuretech will use reasonable efforts to ensure that all Licensee transactions processed using the Software are backed -up daily. In the event any Licensee Data is lost or corrupted through no act or omission of Licensee or its authorized users, Insuretech shall notify Licensee, and promptly reinstate said data, to the extent reasonably possible, using the abovementioned backups. In addition to the foregoing, Insuretech shall promptly investigate the cause of any such data loss or corruption and report its findings and proposed solutions to Licensee and thereafter implement reasonable measures to avoid any similar loss or corruption of Licensee Data attributable to Insuretech's acts or omissions. 4. Licensee Locations. While providing any services, training or installation services onsite at Licensee's place of business, Insuretech's employees and agents shall reasonably comply with any Licensee policies and procedures with respect to safety, health, facility security and the environment that are provided or otherwise made available to Insuretech, and shall take all actions necessary to avoid injury, property damage, and other dangers to persons, property, or the environment. 5. Disaster Plan. Insuretech shall maintain and comply with a commercially reasonable disaster recovery plan that expressly establishes commercially reasonable contingency plans for promptly restoring and maintaining Licensee's access to and use of the Software and Portal pursuant to the Agreement ("Disaster Recovery Plan"). Among other things customarily expected and included in such a plan, INSURETCH's Disaster Recovery Plan shall include established procedures for: (a) keeping the Software and Portal functioning during natural and man-made disasters and all other disruptions, including without limitation cyberattacks, ransomware attacks and force majeure events (as that term is used in Section _, of the Agreement (collectively, a "Disruption"); and (b) promptly restoring regular access, use and functionality of the Software and Portal promptly after a Disruption. Insuretech shall include and adopt procedures in its Disaster Recovery Plan that are no less protective than industry standard, and Insuretech shall update its the Disaster Recovery Plan as the industry standards change and as necessary to reasonably maintain Licensee's reliable access and use of the Portal as set forth in the Agreement. Attached as Schedule 6 is Insuretech's Disaster Recovery Plan. 6. Access Security. Access to any data centers used by Insuretech to host, support and/or enable operation of Software and/or Portal shall remain under Imsuretech_s xclusive control and shall be securely controlled by Insuretech in a commercially reasonable manner through the use of a card access system and other appropriate physical and electronic systems that will be maintained and utilized by Insuretech to control physical and electronic access to the data centers under Insuretech's control, and Insuretech shall require its third party vendors that provide data center and/or hosting services hereunder to implement and maintain security procedures that are at least equivalent to those set forth in this section. The access system shall be programmed to permit only persons who have authorized security clearance from Insuretech to enter or otherwise electronically access critical areas of the data centers under Insuretech's control. 7. Protection of Personal Information. In addition to any other obligations hereunder for the protection of Licensee Data or Confidential Information, Insuretech agrees that it will maintain the security and confidential of, and shall not use or disclose any, Personal Information included within the LICENSEE Data unless Insuretech receives LICENSEE's prior written consent, except disclosure to and subsequent uses by Insuretech's authorized employees and agents on a need -to -know basis, provided (a) that such employees or agents have executed written agreements restricting use or disclosure of such Personal Information as provided herein, and (b) such disclosure is strictly required for Insuretech to perform its obligations under the Agreement. Subject to and without limiting the foregoing nondisclosure and non-use obligations, Insuretech shall maintain the privacy and security of all Personal Information and shall provide reasonably appropriate safeguards to protect against accidental or unlawful destruction, loss, alteration or unauthorized disclosure, access or use of any such Personal Information included within Customer Data. Insuretech shall comply with the terms and conditions set forth in this Agreement in its receipt, transmission only in accordance with LICENSEE's instructions, storage and disposal of Personal Information and be responsible for the unauthorized, transmission, storage and disposal of Personal Information under its control or in its possession. Insuretech shall be responsible, and remain liable to LICENSEE, for the actions and omissions of its employees and agents concerning the treatment and protection of Personal Information as if their actions were Insuretech's own actions and omissions. S. Return of Personal Information. Upon Licensee's written request or upon expiration or termination of this Agreement for any reason, Insuretech will promptly return or destroy, at Licensee's option, all originals and copies of Licensee Data it has received or stored containing any Personal Information and, within ninety (90) days of written request, provide a notarized written statement to Licensee certifying that all such Personal Information has been delivered to Licensee or destroyed, as. requested by Licensee. 9. Indemnity. Insuretech agrees to defend, indemnify and hold Licensee, its affiliates, managers, members, officers, employees, contractors and agents, harmless from and against any and all claims, damages, losses, fees or expenses (including attorney's fees and other litigation expenses) and legal costs, arising from any breach of security attributable to Insuretech through its acts or omissions, which results in any Personal Information Incident. With regard to Licensee Data and any Personal Information included therein or associated therewith, a "Personal Information Incident" means any "breach of the security of the system where personal identifiable information is breached." 10. Personal Information Incident Requirements. Insuretech agrees to notify Licensee by the next Business Day after Insuretech confirms the occurrence of any potential or actual Personal Information Incident. Insuretech shall also promptly inform Licensee, as described below, about any known impact such potential or actual Personal Information Incident may or will have on the Licensee, its officers, employees, customers, or any other individuals. In so doing, Insuretech shall provide the following information during each such notification telephone call: (i) detailed explanation of the potential or actual Personal Information Incident and how it was discovered; (ii) detailed explanation of the cause of the potential or actual Personal Information Incident; VOL �OPg . CG ----- (iii) detailed explanation of curative and responsive measures undertaken by Insuretech: (iv) detailed explanation of measures taken or to be taken by Insuretech to determine if an actual Personal Information Incident has occurred, including the identity of all individuals whose Personal Information is involved in the Personal Information Incident, including the types of Personal Information involved; (v) estimation of time expected to conclude any continued investigation of the Personal Information Incident: and (vi) the name and telephone number of the Insuretech representatives that Licensee can contact to obtain incident updates. 11. Remedial Measures. Insuretech shall, consistent with Licensee s reasonable instructions: (i) assist in the identification of all individuals affected by a Personal Information Incident; and (ii) undertake a prompt procedural review and security audit to determine any appropriate corrective measures to secure Licensee's Personal Information and to avoid the recurrence of a similar situation, and promptly report to Licensee all corrective actions taken by or on behalf of Insuretech. If the Personal Information Incident results from the Insuretech's acts, omissions or breach of this Agreement, Insuretech shall be responsible for all reasonable costs associated with any notification obligations, specifically including: (i) establishing and allocating call center resources and training to manage inquiries; (ii) providing affected persons with assistance in the form of free credit monitoring for up to two (2) years, (iii) providing timely and effective delivery of electronic, hard copy and telephone notifications to affected individuals, or assisting Licensee in doing so if Licensee chooses or its otherwise legally obligated to provide such notifications. In each other case in which the Personal Information Incident is not a result of Insuretech's acts, omissions or breach of this Agreement, Insuretech shall not be responsible for any costs associated with any Licensee notification obligations described above and/or any other related costs. 12. Insuretech Resources. In recognition of the fact that Licensee will be dependent upon the continuing function and operation of the Insuretech's Software and Portal, as, provided herein, for the performance of various operations deemed critical to Licensee, Insuretech agrees to maintain sufficient resources, facilities, capacity, and manpower to ensure that the Insuretech's Software and Portal will continue to be provided to Licensee and/or available for Licensee's on -going use, as set forth herein. H. SOX Compliance. Insuretech represents that it has taken all actions it deems reasonably necessary or advisable to take on or prior to the Effective Date of this Agreement to assure that, upon and at all times after the Effective Date, it will be in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the "Sarbanes-Oxley Act") that are then in effect. 14. Source Code Escrow. If requested by Licensee, Insuretech shall, within thirty (30) days of the execution of this Agreement, and at the sole cost and expense of Licensee (to be quoted by and paid to Iron Mountain by Licensee), cause complete copies of the source code for the Software to be deposited with an escrow agent reasonably satisfactory to the parties ("Escrow Agent"). Insuretech shall, within ten (10) days of the implementation of any Software Amendment or significant core system upgrade or customized development work to the Software, deposit with the Escrow Agent copies of the source code for such core system upgrade or customized development work. The Parties shall cooperate in good faith to develop a complete and reasonable verification procedure to verify that the appropriate version of source code is included in the materials provided to the Escrow Agent, such procedures should include: (a) a list of the files that are included in the escrow materials and, for each file, the file size, file name and the date such files were modified; and (b) documentation that describes the software functions that have been modified in any such version. Licensee shall be entitled to receive a copy of the source code, in accordance with the procedures described in the escrow agreement, in the event of termination of this Agreement as a result of Insuretech being the subiect of a Bankruntev Event. For the avoidance of doubt Vol. 3�_fo pg. oy� Licensee shall be given an irrevocable license to use the source code in accordance with the terms of this section for a period of two years after any such Bankruptcy Event. Notwithstanding anything to the contrary in this Agreement, in no event shall Licensee be permitted to sell, license, distribute or otherwise transfer the source code to any other party, and the source code, upon delivery to Licensee, shall only be used by it to provide continued operations by Licensee and/or to provide continued services to its customers; provided that Licensee may disclose the source code to its sub -contractors and third party vendors, who shall agree to be bound by this Agreement, to the extent necessary for Licensee to continue to provide such services. For purposes of this Section 14, Insuretech agrees and acknowledges that the source code to be deposited with the Escrow Agent from time to time must be, and will be, reasonably sufficient for Licensee to use to reestablish and or maintain the Software and Portal for Licensee's continuing use as contemplated in the Agreement, without material diminution in operations or functionality. Schedule 5 Access Requirements - A working high speed internet connection - A current and updated computer with a current and updated operating systems - A current and updated web browser - Legitimate and valid authentication credentials to login to the system Schedule 6 Disaster Recovery Plan TerraClaim is deployed into the Microsoft Azure cloud system. Our Disaster prevention and recovery plan is as follows. • Application - A globally cached content delivery network (CDN) and Application Gateway provides fast, reliable access to the application from anywhere. in the world. • Storage - Files are protected with Azure Geo-redundant storage with anytime read access. - Files backups are stored in Azure for real time recovery. - Files are replicated to offsite (off -Azure) storage providing a source of recovery in the event that need arises. • Data - Point in time DB recovery is stored for stored for 2 months. - Daily/Weekly/Monthly/Yearly Backups are stored for 12 months/3 Years/5 Years/5 Years respectively. - Customer databases have Geo-redundant replicas providing recovery options in the event of a sustained regional outage of the cloud provider. - Database backups are replicated off site for additional recovery options if the need arises. I LICENSE FEE SCHEDULE (Sales Tax charged where applicable) The pricing in the chart below is for the annual subscription and for the one time setup fee. I Voi. �J�� pg. 04 Additional new claims above the included annual totals for new claims will be Invoiced quarterly and billed at a rate of: $85.00 each for new Indemnity claim $25.00 each for new Medical only claim $50.00 each for new liability claim $50.00 each for new auto claims claim (Sales Tax charged where applicable, some states not available for work comp claims) s Implementation, Setup and Training Fee One Time Implementation, Setup and Training Fee $1,250.00 � New Liability Claims � _ _.__ .._...._,...�..._�.._.�,_._._...__�...�_..,_..._._.._. ,.� Annual subscription for up to 50 new liability claims per license year $2,500.00 New Auto Claims $2,500.00 Annual subscription for up to 50 new auto claims per license year Total $6,250.00 F01. � �'9• �� Brazos County Purchasing Department 200 S. TX AVE., SUITE 352 BRYAN, TX 77803 PHONE (979) 361-4290 FAX (979) 3614293 BRAZOSCOUNTY� BID/RFP/RFQ DOCUMENTATION SHEET The Purchasing Department would like to request Commissioner's Court approval to advertise and go out for Bid on the following: DATE: May 24, 2022 RFQ NUMBER: CIP 22-624 TITLE: Architect for Brazos County Road and Bridge and Heavy Fleet Building REQUESTING DEPARTMENT: Road & Bridge and Heavy Fleet APPROVAL SIGNATURE: Duane Peters, County Judge DATE APPROVED: V YI pa � 1 °2oa g-, Voi. g(3 Pg. 9�P Item Coversheet Page 1 of 1 BRAZOS COUNTY BRYAN,TEXAS R DEPARTMENT: CC 2022 - Utility Permit - Wickson Road and Bridge NUMBER: Creek SUD - Forest Drive - 350' NE of Wooded Drive DATE OF COURT MEETING: 5/24/2022 ITEM: Consider and take action on the Wickson Creek Special Utility District utility permit to construct a road bore for a 1 Inch water line crossing under Forest Drive 350 feet northeast of Wooded Drive. Line will provide service to customer at 11132 Forest Drive. Site is located In Precinct 2. TO: Commissioners Court FROM: Darrell Kolwes DATE: 05/17/2022 FISCAL IMPACT: False BUDGETED: False DOLLAR AMOUNT: $0.00 ATTACHMENTS: File Name Description die Utility Permit - Wickson Creek SUD - Utility Permit - Wickson Creek SUD - Forest Drive - 350 NE of Wooded Drive.odf Forest Drive - 350' NE of Wooded Backup Material Drive APR �laa Duane Peters Date County Judge E 3Qo pg: q`1 1.+a_. . rri _ .... .. ,_.,. . _ a . -- i ,., a ... tin ._.._ci + ._..nT+ ....TTI-7 C GrJG O_A T . a: , _TTl c In in Ann APPLICATION FOR WATER UTILITY PERMIT DESIGNATING PLACEMENT -OF UTILITY IN -COUNTY FIGHT OF WAY TO: THE COUNTY ENGINEER OF BRAZOS COUNTY, TEXAS Pursuant to the Texas Utility Code, Section 181.024, comes now WICKSON CREEK SUD [company name], hereinafter referred to as "Company" a TEXAS [slate] Corporation, with authority io 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 water line 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 Road Name & Block Number Length of Crossing I TYPE OF CONSTRUCTION (CHECK ONE) Bored Jacked Driven Cased FOREST DRIVE 50, X X Facility to Parallel Count}_Road Within Right -Of -Why Road Name and Block Number From To Depth Distance CONSTRUCTION TYPE 1" Diameter wall Thickness 1 t/z" Encasement Pipe Material Specification PVC r4mcimum Operation Pressure 80 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 1 working.days. (COMPANY MUST FILL LN). If such construction is riot begun by the 601h day, Company will be required to apply for a 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 will not conflict with any existing utility. A copy of this permit shall be kept at the job'site any time work is being performed. It 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 Tight, 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 indemni6,, defend and save harmless Brazos County from and against any and all loss, damages, cost or expense arising in any manner on account of the exercise or attempted exercise by said holder of the aforesaid rights and privileges. . Vol. Pg. �� Any deviation from ihese-speciiications must be. approved. by Brazos County --Engineer's Officee-or its designated represeritetive.. . Approval of County Engineer's Office may take as long as two weeks after'compleie application is received. Applicant agrees to conipty syitit alI-rules of the County. Commissioners and the County Engineer in construction of " ''said installation:attoched hereto as BRAZOS COUNTY DESIGN. STANDARDS AND SAFETY PRECAUTION REQUIREMENTS FORMORK CONDUCTED IN BRAZOS COUNTY•'RIGHTS OF WAY and incorpbrated herein for reference. In the event Company►falls to.ablahr aPernik pilor 16 theIsrallation or does nor Instal/ ntilides In cotnpllnnce wim : installation regh1renreirts set forth herein (i e...depth, location, "etc), Company ew-antes all friiancli or "- - . ' damages and/or. destruelMir"of lines, cables, eta based ri " its failure to caiirpiy rriitlr Brazos Carlrr l requlreri:eirts. 'Applicant agrees that if Brazos County dentmonstrates a violation of the lerars of tlrispallhy, Applicmrt stipulates /lrat .. " -requisites for iiyninclive relief exist and that Brazos County is entitled to rellef eajoining any conduct by applicant •-`.:' . whic/r -is contrary to fhe policies 71is per -Wit is a revocable j eindt. ' Brazos Couhly reserves the right to revoke this pernilt at any firrre, it: the sale discretion of B gzgs Con,16" jor lirleresfs of prnbtic lrcaltlr, safery :or we fare; or for fgilrae to repair alhy danragGs ; upon demand,,qrf0P:dfij other reason deemed sr " rcienl b +Brazos Corun In the even( Company fails 10' COMplp. with aay or all of the regnire"Inents:as set forth herein, the" Cnrinty pray lake . strc/t nction as It teens appropriate to compel compliance. The County Engineer fitrOner retalns the right to revoke this Permit byw-rhal notification to the Applicant/Conrparry: • Fdflrrre to ohtalir tlrls per�pit aiirl/or noliJy t/te Corrnn+ Englrreer's Office ivitliin .241rnirrs' of beginrrtirg constrrretlori ... - WWII cornsdrate graiurds jor job'slrrrldotva. By signing below, I cent* that 1 am authorized to represent the Company listed below; and that the Company agrees id the •conditions/provisions included in this permit. WICKSON CREEK SUD" :.: Compa y Name ... /Ark,' sigh6ture GENERALMANAGER ... • .... Title..: • .. P:O:• BOX 4756 :.::.. ...... :. -Address" , •BRYAN: • TX. 77.808 :. t .. :.. C' Sate :..::..p (979) .589=3030' ••: ' Telephone Number. WATSON@WICKSONCREEK.COM Emall::. Vol. ti 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/DayNcar) EXCEPTIONS: n J ... . •' .... ---, .� .. .,..• .'• ., .... •:. 1-- tom-- .. �, .•••• - •• . RIGHT-0F�1P.44Y,• � �•• ��: • � •J� Q' J z• � a. L) w .LU CO .. z � J us :. w. W W z w C)' a : . o :a• cc � :.. : • E z- Lu .z o-o d o. LA d.; r N m:• 9• ---------------- C LI N LLJ \ o O L7 C $ Q? W \ w Ln Ln 09 �z w gI tl ��ewCF-�O N L m . r Z � q O qq 3 31 Ln W � � ! (D �oC�a+• �Z�_yy � Vw!��-nni �_ O d- C L ot.in.a O �a I ✓S. b A"i ` i S4 {t� Q • 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 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 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 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 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 installation shall be. placed at the back of the Right of Way. Exceptions may be approved by the County Engineer. C. Traffic Control Plan 1. A traffic control plan, pursuant to the TMUTCD or Engineered Traffic Control Plan must be provided for the following: a. Any construction (i.e. pit, excavation, hole) left open overnight, requires specific nighttime traffic control measures pursuant to the TMUTCD; Vol. _ l7 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 anytime 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, Seclion 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. 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; c. 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-way). Power— 0 to 2 feet, nominally I' 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 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. 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. 8. Crossings under a county road shalt: a. be bored or jacked. ABSOLUTELY NO OPEN CUTS WITHIN COUNTY ROAD PAVEMENT; b. be pressure grouted for the full length of the crossing i, jthe 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; Vol. Koo Pg. _�v�. 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 Plan listed above. c. pits shall NOT be 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 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. backfclled 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 be 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 instance 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 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. E. Emeraency 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. vo 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 to eristin a 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. High Pressure Pipelines 1. All utility Permits for high pressure pipelines (generally 60 PSI or greater), whether pertaining to controlled access or non -controlled access installations, should contain the following additional 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 on company letterhead and signed by an authorized representative of the company. 4. Petroleum Pipelines: Depth Type of Pipeline (below deepest ditch grade) Snecial Requirements 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 County Road 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 Distr ionas.a-line-that_serxesAhe°final-customer. .6 $14i pp � �•. � N ovcy8 AN,t eTi iao g�E b„gSb„ w w .1 1..i. M V1 . H . . 1+ J J al ti p -s g a4 b � IS eaO e-p �'s ..pIs E�g�yB�b�hb�8b��b E� •- .- ti§ LL. to Q V R•xol00t. 'VI J�* Aj wt®CC oi, A A a , ti[ •.•i Ju ci bR�� " V 000p W+ 00 .01 x 4 g�� w R @ � ,r •xoACT uin r a o� r VOx 04 NOW xs a 9 sxxi Je � • J77tn. [S .. JMiKxIS NOx 04 [c ffi w JOAO JO) Rc '� Q n Jo w0! A) x taa] = O V � rii za o V V O) Jglixxi, t" a. C N U h � a: •uln �a.c Joi K [1�A s Of A ■1.1 A M W 4ux py Job x . - o: • x Rg 4 J+{f[noVc w JpiflO[jf a a J W IRx1L JM iitetix yOY 0C J.no Jei xc v o xs.i Jo 1px 02 Joa 3Ec T = a $ w & a "B8@# - a .M U. rail 6u,., [ id L{4DJJ4 Ory i••�./ p11[ON OVI�w107+t9.iy�.Y[ 1cq pw4w] .i�� [i 1VI9%. 1� wNy ,yg1[1"tIT[O a: uw O to en 0 en v � [� W C Z O FV U 0 a. 'C N 0 V 0 vol. Pg..��. Item Coversheet Page 1 of 1 BRAZOS COUNTY BRYAN,TEXAS ial DEPARTMENT: Road and Bridge NUMBER: CC2022 Final Plat Los Lobos Lot 2011 Blk 1 DATE OF COURT MEETING: 5/24/2022 ITEM: Approval of the Final Plat of Los Lobos Subdivision Lot 20R, Block 1 & Right of Way Dedication; being a Replat of Lot 20, Block 1, Los Lobos Subdivision; Brazos County, Texas. Site is located in Precinct 2. TO: Commissioners Court FROM: Karen Tyler DATE: 05/17/2022 FISCAL IMPACT: False BUDGETED: False DOLLAR AMOUNT: $0.00 ATTACHMENTS: Fite Name Description Tvpe Plat Application -Lot 20R- ROW Dedication.odf Application for Development Backup Material Plat -Final Plat Lot 20R Blk 1 04-28- Plat Backup Material 22 pdf APPROVED ��- laa Duane Peters Date County Judge 0 pg.0� i t,++..,..in.....,,,.....................a,.,.,,..,./..,.,...a,....,.t_in,..,,...at1..,.+..,.....or+,..,..m—�cc�nD.a,r..,.+:,..�Tr� c hAMrnrf Brazos County Road & Bridge Office 2617 SH 21 West Bryan, TX 77803 Telephone: (979) 822-2127 Fax: (979 775-0456 Email: olatsl'o�brazoscountytx.gov PLAT APPLICATION PROPERTYSUBJECT •- • APPLICATION DATE •: 04/11 /2022 1 RESUBMITTAL: ❑ YES 9 NO PROJECT / SUBDIVISION NAME: Los Lobos Subdivision PROJECT ADDRESS OR LOCATION:8031 GRASSBUR RD TX & 7800 VENADO CT TX LEGAL DESCRIPTION:AO15700, A MCLAUGHLIN A-157, TRACT 4 & LOS LOBOS, BLOCK 1, LOT 20 IF RESUBMITTAL, PROJECT FORMERLY KNOWN AS: NUMBER OF LOTS:2 1 TOTAL ACREAGE 1.467 JURISDICTION: ❑ CITY LIMITS ❑ ETJ A OUTSIDE ALL CITY LIMITS AND ETJs • Notification of Application completeness will be given within 10 days of Application date. All Incomplete Applications will be rejected. This Application shall expire five (5) years from the Application date of the project. TYPE OF APPLICATION ❑ MASTER PLAN ❑ SIMPLIFIED PLAT ❑ PRELIMINARY PLAN ❑ FINAL PLAT ❑ AMENDING PLAT N REPLAT APPLICATION PURPOSE 9 RESIDENTIAL ❑ MANUFACTURED HOME ❑ COMMERCIAL RENTAL COMMUNITY ❑ OTHER (Please explain): FLOODPLAIN IS ANY OF THE PROPERTY LOCATED IN A FLOODPLAIN OR FLOOD HAZARD AREA? ❑ YES 9 NO Acknowledgment: The flood hazard boundary maps and other flood data used by Brazos County in evaluating flood hazards to proposed Developments are considered reasonable and accurate for regulatory purposes and are based on the best available scientific and engineering data On rare occasions greater floods can and will occur and flood heights may be increased by man-made or natural causes. Issuance of a Fioodplain Permit in accordance with the Brazos County Flood Damage Prevention Ordinance does not imply that Development outside the areas of special flood hazard will be free from flooding or flood damage. Issuance of a permit shall not create liability on the part of Brazos County or any officer or employee of Brazos County in the event flooding or flood damage does occur. TxDOT RIGHT OF + WILL ANY CONSTRUCTION OCCUR IN TxDOT RIGHT-OF-WAYS? ❑ YES 9 NO Vol. � pJ•�� APPLICANT INFORMATION FIRM NAME: CONTACT: Courtney & Daryll Zalesak ADDRESS:7800 VENADO CT CITY: Bryan STATE: TX ZIP: 77808 PHONE: 979-820-1566 FAX: EMAIL: COurtney.Zalesak@gmail.com 'PROPERTY OWNER INFORMATION FIRM NAME: CONTACT: Same as applicant ADDRESS: CITY: STATE: ZIP: PHONE: FAX: EMAIL: ENGINEER INFORMATION FIRM NAME: J4 Engineering CONTACT: Glenn .tones ADDRESS:P.O Box 5192 CITY: Bryan STATE: TX ZIP: 77805 PHONE: 979-739-0567 FAX: EMAIL: gjones@j4engineering.com SURVEYOR INFORMATION FIRM NAME: Kerr SUrveying,LLC CONTACT: Nathan Kerr ADDRESS:409 N. Texas Ave CITY: Bryan STATE: TX ZIP: 77803 PHONE: 979-268-3195 FAX: EMAIL: nathan@kerrsurveying.net OTHER INFORMATION FIRM NAME: CONTACT: ADDRESS: CITY: STATE: ZIP: PHONE: FAX: EMAIL: PROPERTY OWNER CONSENT / AGENT AUTHORIZATION By my signature, I hereby affirm that I am the property Owner of record, or if the Applicant is an organization or business entity, that authorization has been granted to represent the Owner, organization or business in this Application. I certify that the preceding information is complete and accurate, and it is understood that I agree to the Development/Subdivision of this property. SIGNATURE: PRINTED NAME: Courtney Zalesak DATE: 0411212022 SIGNATURE64A PRINTED NAME: Daryll ZaleSak DATE: 04/12/2022 By signing this orm, the Owner of the property authorizes Brazos County to begin proceedings in accordance with the process for this type of Application indicated on page one of this Application. The Owner further acknowledges that submission of an Application does not in any way obligate the County to approve the Application and that although County staff may make certain recommendations regarding this Application, the Commissioner's Court may not follow that recommendation and may make a final decision that does not conform to the staffs recommendation. CALCULATIONS OF MASTER PLAN: No charge SIMPLIFIED PLAT: $100 PRELIMINARY PLAN: $150 + $10 per lot FINAL PLAT: $200 + $20 per lot AMENDING PLAT: $100 REPLAT. $200 RECEIPT BY BRAZOS COUNTY• Only) DATE APPLICATION RECEIVED: / / DATE APPLICATION RECEIVED I REJECTED: 1 1 SIGNATURE: SIGNATURE: Receipt of this Application by Brazos County does not provide confirmation or acceptance of a complete Application, nor does it waive requirements for any additional information not contained as part of this Application which may also be needed as a part of the review process. Application Check List: Copies of finished plat with corrections (if any): ❑ Three (3) hard copies to Brazos County ® One (1) .pdf copy to Brazos County ❑ One (1) .dwg copy to Brazos County ® One (1) hard copy to Brazos County Health District * One (1) hard copy to Brazos County 911 ❑ One (1) hard copy to local Water District or Company Letters of approval (to be sent by the approving institution directly to Brazos County Engineering): ® Letter from Brazos County Health District - For On -site sewage evaluation. ® Letter from Brazos County 911 -For Road names. ❑ Letter from Water District or Company. - Stating water availability, etc. If property is within an Extraterritorial Jurisdiction (ETJ) of a City: ❑ Approval notification from appropriate City. Applicant attests that they have signed this Application in the capacity designated, if any, and further attests that they have read document and the statement contained herein and any attached are true and factual. All Applicants are encouraged to review the County Regulations prior to any plat submittal. It is understood that this Application is not finished or dated until all documents listed above are filed at the Brazos County Engineering Office and all applicable blanks are filled in the Application above. Vol. �_Uo Pg.1.11___ is; a 1715 is A_� uj ll a 1T Bs D 1 iae= az ag Jx '�'S i'a gay! wi f 6 4 a—CT..A� .1c• 7 �' f: fill ac a: a� !� 6I C e— li 3[ei pi aa.- ? F �saj i a. gig -, �d Y :5 $a dH .O c- eIE di i• e a E is j ae y C e Fad ia8;�4;,;� z _ j ill 'S�$ 11-33i $ 339ll ` yTflldBE Ej5a'3ai•a p �;�a ;!�dii� hO O 51 ? a11 !,al 11:9g$1.755 $pz5:3 ia E;3 �85�a allY � m Not AA 1 ell? ° �l 'a �i+e ���` •9.81 . %X -Nns, �. _ • Ifs , �@� gg 'big t all a N•� i _ a8 A. RIO �@ �A as I g Eg g 3 a; k 44 jFp �+ON � a Fal �d aaja fla lI IN SO R $/� " S d E � L ',+i;' -r : 'i'. wj• SJ� a �° a�' 86 6 v c $ ip.`.� �L� �: � e:g v � :� ( 1 ���$ �;, '• ;; a ... 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Z Q :ra: :s.::;'..;:::r.;Yz:::s{•.#:};.' x F��o-j a����, 2 ¢a� a3zLLGy �FO�:-J o 1nejo o�. z 2x�g7 �2Z WaLL a•C awC,w�i ww ��¢wQlY co�ilpO,. �2o wc N u2�Qi �zO {a�{yLJ W�°�So�N•::t,% g�c¢Di FOFJ•- ' Nam8N fgou ��qOF-uu-1 WCZ7 Qm zi��aN¢ uuG}•�{� U L u zu_• � -0a: LD o.O n0Vn J0X g�J0Q �¢�Z �I�DI°1L'. �CZ7 �� WNO � Z }�c•. 2 � U U O OiN m6 ZF rKj1 �U¢ nz N=Um W P lw7 0u Oi••• 8888 a�Xa O 8G x :}. N ...i O O OOO O O O O O bN O H 000 N O O 0 0 00000G1y 0 0 H O H O pO0 H O m00{n0 H O O O m O O O 000 O 6 0 C H n O O M1pn00ep•1mn b 0 0 0 0 O O :"• O C CD.H•I (0� .-1 .-1 .P-1 �P•1 N ti th•1 'mf N N N N N N N ' N N N N N N M 7 M m M V• P P N 1D m m m .- V' w•:•.• .-� '•:i s The State of Texas, County of BRAZOS We, the undersigned, as County Commissioners within and for Brazos County, and the Honorable Duane Peters, County Judge of Brazos County, constituting the entire Commissioners' Court of Brazos County, during a regular meeting of said Court have examined the foregoing report and have caused an order to be entered upon the Minutes of the Commissioners' Court of Brazos County approving said Report as presented and submitted as true and correct by Laura Taylor Davis, Treasurer of Brazos County, as provided for in the Revised Statutes of the State of Texas. (Texas Local Government Code, 114..02b) - - - - - .... - .._..._..... _ ........... _...... _ .__ ...._._ ._ _ .... v� Witness my hand this o2 I day of M AL( A.D. 2022 4W gzce Karen McQueen County Clerk, County of BRAZOS, State of Texas 01 Ur Examined and approved in open Commissioners' Court this day of 2022. Duane Peters, County Judge Steve kdrich, Commissioner Precinct #1 Russ Ford, Commissioner Pre inct 42 Nancy Berry, Cojimissioner Precinct #3 Irma Cauley, Commissioner Pr #4 Treasurer's Report for the MONTH MARCH 2O22 AND WE 3/31/202.2 kristeen Roe, CTA, PCC Brazos County Tax Assessor/Collector 4151 County Park Ct Bryan TX 77802 979-775-9930 979-775-9938 Fax REFUNDS PENDING 05/17/2022 REQUESTOR Leblanc Joseph & Elizabeth LVG TR ADDRESS PO Box 12208 College Station Tx 77842 OWNER NAME Leblanc Joseph PROP ID# 38175 REFUND AMOUNT $90.68 REQUESTOR ADDRESS OWNER NAME PROP ID REFUND AMOUNT REQUESTOR ADDRESS OWNER NAME PROP ID# REFUND AMOUNT REQUESTOR ADDRESS OWNER NAME - PROP ID# REFUND AMOUNT REQUESTOR ADDRESS OWNER NAME PROP ID# REFUND AMOUNT REQUESTOR ADDRESS OWNER NAME PROP ID# ' - REFUND AMOUNT- REQUESTOR ADDRESS . OWNER NAME PROP ID# . REFUND AMOUNT REQUESTOR ADDRESS OWNER NAME PROP ID# . REFUND AMOUNT vas. I)Uo Pp.AU APPLICATION FOR TAX REFUND Collecting Office Name Brazos County Tax Office 4151 County Park Court Bryan, Texas 77802 Ph. 979-775-9930 OWNER'S NAME- AND ADDRESS LEBLANC JOSEPH U PO BOX 12208 COLLEGE STATION TX 77842-2208 Collecting Tax for: (taxing entities) Brazos County, City of Bryan, City of College Station Bryan ISD, College Station ISD, F1, F2, F3, F4, City of Kurten, Navasota ISD Legal: QUAIL RUN ESTATES PH 1, BLOCK 1, LOT 23, ACRES 2.95 Address: 1500FEATHER RUN CIR , Account# 38175 TAX PAYMENT INFORMATION' Name of Taxing Unit Tax Year of Refund 2REFUND 2021 Taxpayer's reason for refund: OP -Overpayment REFUND TO: LEBLANC JOSEPH &ELIZABETH LVG TR PO BOX 12208 COLLEGE STATION TX 77842-2208 Payment Date Amount Paid Refund Amount Requested 04/28/2622 $2357.39 $90.68 Sign below and return form to the Brazos County fax Office. "I hereby apply for the refund of the above -described taxes and certify that the information on this form is true and correct." 21 • igneturg Date Phone # Email Address If you make a false statement on this application, you could be found guilty of a Class A misdemeanor or a state jail felony under Texas Penal Code Section 37.10. TAX -REFUND DETERMINATION Th Eltax re u is [ pproved 3 1 Disan6roved 5 j aL4- I aoaa.- Authorized Officer Signature NibDate Authorized Officer, of taxing unit for refund applications over amount required under Section 31.11 Tax Code Authorized Officer Signature Date Vol. _aQ o Pg. lt'1� TAX RECEIPT 04128/2022 01.52PM KRISTEEN ROE, CTA PH# (979) 776-9930 BRAZOS COUNTY TAX ASSESSOR COLLECTOR 4151 COUNTY PARK CT BRYAN, TX 77802 PAID BY: LEBLANC JOSEPH & ELIZABETH LVG TR ELIZABETH LEBLANC TSTEE PO BOX 12208 COLLEGE STATION, TX 77842-2208 3149301 -0202622* PM @01 -PyeYkefund Tota[ tty0 r! 1520500-0101-0230 .:2.9500 r LEBLANC JOSEPH & ELIZABETH LVG T ELIZABETH LEBLANC TSTEE ;QUAILRUN ESTATES PH 1, BLOCK 1, LOTi3, ACRE§ i6d BOX 22 PO 1 08 —- e-� -:p • w- wp COLLEGE STATION, TX 77842. 2208 1500 FEATHER RUN CIR 7;dw—t7 ZROURIJUYITq' 2021 000000 0 145446 A 90.68 0.00 0.00 0.00 0.00 90.68 EMG SVCS DIST #1 2021 0:02667 448,375 74472 N 57.28 0.00 0.00 0.00 0.00 57.25 COLLEGE STATION ISD 2021 1.21620 406,375 74472 N 1,639,67 0.00 0.00 0.00 0.00 1.639.67 BRAZOS COUNTY 2021 0.49350 371,375 74472 N 569.86 0.00 0.00 0.100 0.00 669.66 2,357.39 *-90.68 Balance Due As Of 0412812022: .6sr. 1p Check •2177• 2357.39 2367.39 I':.,' ., - ;•; .::' =: :F; : =':� fr ��_; ::;:..:. :., ;, ___ tmoore 41618 (0t7*4/2012022TM) 2,357.39 Page: R, L7207 , 77'.317:-� Property Tax Code v 9. BRAZOS COUNTY, TEXAS BUDGET AMENDMENT(S) FOR THE 2021-2022 BUDGET YEAR NO.21/22 32.1- 32.4 On this the 24th day of May 2022 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. Russ Ford, 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 24th day ofMay 2022 the Court heard and approved abudget amendment(s) for the 2021-2022 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 7 September 2021, the following amendment(s) to the original budget are hereby authorized, as described on the attached page(s). ADOPTED AND. APPROVED this the 24th day of May 2022. THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS. BQv,- Duane Peters, County Judge Original: County Clerk's Office and Attached to the original budget Val.=_1�� _ Pg. `�C1 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 21122 - 32.1 5/24/2022 FUND NAME DEPARTMENT NAME CLASS DESCRIPTION ACCOUNT CATEGORY INCREASE DECREASE Hotel Occupancy Tax Fund Expo Complex Improvements Repairs and Maintenance Expenditure 338,000.00 Hotel Occupancy Tax Fund Venue Tax - Kyle Field Community Contracts Expenditure 338,000.00 Hotel Occupancy Tax -Venue To reallocate funds for the Kyle Field Venue payment for the Qtr ended 351/2022 and the amount for the Qtr ending 6/3012022. bip 5/19/2022; L.__, County Judge Approval_ W_ Date _�� E voi. A &e�. BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 21122 - 32.2 5/24/2022 FUND NAME DEPARTMENT NAME CLASS DESCRIPTION ACCOUNT CATEGORY INCREASE DECREASE General Fund Sheriffs Office -Jail Administration Repairs and Maintenance Expenditure 150.00 General Fund Sheriffs Office -Jail Administration Contractual Services Expenditure 150.00 Sheriffs Offfrce Jail Administration To reallocate funds for disposal of old mattresses at the Jail. _ .. blp! Date: 511912022! (; County Judge Approval -Date i vo1.. pg- 3 BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 21122 - 32.3 5/24/2022 FUND NAME DEPARTMENT NAME CLASS DESCRIPTION ACCOUNT CATEGORY INCREASE DECREASE General Permanent Improvement Fund Commissioners' Court - Capital Departmental Support Expenditure 227,500.00 General Permanent Improvement Fund Sheriffs Office -Jail - Capital Capital Outlay Expenditure 227,500.00 Sheriffs Office Jail -Capital To reallocate funds for the purchase of two body scanners. This budget amendment is contingent on approval of prior agenda item regarding approval of the purchase. c ' blpi EDate: 511912022; Oi t-. i ounty Judge•Approval Date J BRAZOS COUNTY, TEXAS BUDGET AMENDMENTS No. 21122.32.4 6124/2022 FUND NAME DEPARTMENT NAME CLASS DESCRIPTION ACCOUNT CATEGORY INCREASE DECREASE Commissioners' Court - Non Capital Information Technology - Non Capital De arunental Support Expenditure 741.14 Commissioners' Court -Non Capital Tax Office - Non Capital De arimental Support Expenditure 741.14 Tax Office Non Capital To reallocate funds to purchase a printer to replace a broken unit at the Tax Office. blpf Date: 5/19/2022; County Judge Approval _ Date A . PERSONNEL CHANGE OF STATUS REQUESTS Commissioner Court Date: 05-24-2022 Department Submitting Information: Human Resources Purpose of -Submissions: Consider and Take Action on Change Requests Department Submitting Employee Request Action Requested Request(s) Applies To Fleet Shop- Heavy Equipment Pre -Trail Bond Supervision Sheriffs Office — Administration Quigg, Aaron Valdovinos, Celeste Grissom, David Approved in Commissioners' Court: 05-24-2022: County Judge's or Commissioner's Signature: (This Copy to be attached to minutes) voI.mm. 3�0 _ Pg. �-1 Change of Status Change of Status Change of Status Personnel Change of Status ( May 1% 2022 ) Commissioners' Court Date: Department Submitting Information: Purpose of Submissions: 05-24-2022 Human Resources Consider and Take Action on Change Employment Department Name Employee Name Information Technology - Administration Shaw, Travis* Separations Department Name Employee Name Juvenile Services - Probation Calzada-Sanchez, Sandra Juvenile Services - TJJD - Commitment Diversion Castile, Ramon Road & Bridge - Administration Gardner, Aaron District Attorney - Administration Mendoza, Monica Brazos Center - Administration Pineda, Nina** Brazos Center - Administration Valadez-Dimas, Abel Approved in Commissioners' Court: 05-24-2 County Judge's or Commissioner's Signature: (This Copy to be attached to minutes) vos..-3�_ pg. ia5