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AGENDA
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BRAZOS COUNTY COMMISSIONERS COURT MEETING
THE COMMISSIONERS COURT WILL MEET IN REGULAR SESSION ON MONDAY,
OCTOBER 30, 1995 AT 9:00 A.M. IN THE COMMISSIONERS COURTROOM OF THE
BRAZOS COUNTY COURTHOUSE, 300 EAST 26TH STREET, SUITE 115, BRYAN,
TEXAS.
1. Invocation - Commissioner Walker.
2. Pledge of Allegiance - Commissioner Walker.
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3. Citizens input and/or concerns. At this time, the Judge will open the floor to citizens
wishing to address the Court on county-related issues not scheduled on the agenda. Please
limit subject matters to five minutes. The Commissioners will receive the information,
conduct research into the matter, and/or place the matter on a- future agenda for
discussion. (A recording is made of the meeting; therefore, please give your name and
address for the record.)
Consider and take action on agenda items 4 - 26:
4. Personnel Change of Status.
S. Payment of Claims.
6. Budget Amendment 94/95-37.
7. Delinquent Taxes Receivable for the Brazos County Water Control Improvement District
No. 1.
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8.
Tax Resale Deed and authorization for County Judge to execute deed for Lot 30, Block
2, McCulloch Subdivision, Brazos County, Texas to Elmer Lister and Inez Lister.
9.
Matching Funds Agreement under the Medicaid Waiver Program.
10.
Letter of intent to form an Intergovernmental Initiative.
11.
Earnest money contract for purchase of property from W. E. Keller for office site for
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Justice of the Peace, Precinct 3.
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Contract with West Publishing for CD Rom Law Library.
13.
Lease Agreement for office space located at 14821 FM 2154 for Constable, Precinct 2.
14.
Lease Agreement for space at the Brazos Center for the Brazos Valley Art League.
15.
Election of members to the Brazos County Appraisal District Board of Directors.
16.
Travel policy for employees reporting to the Courthouse for week-end duty.
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Commissioners Court Meeting Agenda, October 30, 1995
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17. Requisitions for travel to and from Courthouse by three (3) individuals during the 1994/5
fiscal year.
18. Amend effective date for health insurance for all employees hired after November 1,
1995. Effective date to be the first of the month following 30 days of continued
employment, excepting elected officials.
19. Approval to advertise for the following Annual Contracts for Road & Bridge:
a. Cold mix limestone, rock asphalt.
b. Fencing supplies.
c. Fence building.
d. Motor grader blades.
e. Road gravel.
20. Requisition from Capital Projects for speaker and page horn addition to the new phone
system at Road and Bridge.
21. Requisition from Capital Projects for tape reformatter for the 272nd District Court.
22. List of vehicles for public auction scheduled November 11, 1995.
23. Acceptance of Warranty Deed from Megan F. Yeager on the expansion and improvements
to Cobb Road located in Precinct 3.
24. Acceptance of Warranty Deed from Mrs. Oscar K. Murphy on the expansion and
improvements to North Dowling Road located in Precinct 1.
25. The Final Plat of Willow Run, Phase One, 100.761 acres, John Payne Survey, A-195,
John Childress Survey, A-92, Brazos County, Texas. Site is located in Precinct 1.
26. Request by Mr. Stanley Ferrell, owner of adjoining lots I and 2 of Canyon Creek West
Subdivision, to abandon the 10' public utility easements along both sides of the common
property line of said lots. Site is located in Precinct 4.
27. Call for citizen input and/or concerns.
28. Adjourn.
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COMMISSIONERS' COURT
REGULAR MEETING
OCTOBER 30, 1995
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A regular meeting of the Commissioners' Court of Brazos
County, Texas was held in the Commissioners' Courtroom in the
Courthouse in Bryan, Brazos County, Texas, beginning at 9:00
a.m. on Monday, October 30, 1995, with the following members
of the Court present:
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Alvin W. Jones, County
Judge, Presiding;
Gary Norton, Commissio
ner of Precinct 1;
Sandie Walker, Commiss
ioner of Precinct 2;
Randy Sims, Commissioner of Precinct 3;
Carey Cauley, Jr., Commissioner of Precinct 4, Absent;
Mary Ann Ward, County
Clerk.
The following citizens
and officials were in attendance:
Ruth McLeod
Executive Assistant
Bea Green
Secretary to Commissioners
Susan Gandy
Secretary to County Judge
John Reynolds
Auditor
Cheryl Turney
Auditor's Office
Kay Hamilton
Treasurer
Richard Vance
County Engineer
Ralph Jones
Jail Administrator
Rita Watkins
Sheriff's Office
Fred Forsthoff
Emergency Management
Ed Dobbins
Maintenance
Ray Crow
Road & Bridge
Katie Stevens
Auditor's Office
Marijane Deen
CNS
Buddy Winn
Tax Assessor/Collector
Steve Smith
Judge, County Court at Law I
Mary Lou di 2erega
BVDC
Phyllis C. Fahlquist
LWV
Clara Mounce
Bryan Public Library
D. Brooks Cofer, Jr.
Attorney
Mike McClure
McClure Engineering, Inc.
Commissioner Walker gave the invocation and led the
pledge of allegiance.
There was no citizen input and/or concerns.
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Commissioners Court meeting October 30, 1995
I The Court proceeded to consider the change of status of
the following employees.
NAME DEPARTMENT REASON
Collins, Clyde County Attorney New Employee
Holland, Shelley Auditor New Emp Temp
Palomares, G. Maintenance Resignation
Stewart, Bernarda Maintenance New Employee
Washington, D. Juvenile Services New Emp Temp
Holzfaster, Bessie Juvenile Services Make payroll
Ramirez, Olga Juvenile Services records agree
Whetstone, Artis Juvenile Services with budget
Goldfarb, Jeff Juvenile Services to
Rendon, Gilbert Juvenile Services it
Fecowycz, Michelle Juvenile Services of
Toomer, Tessa Juvenile Services of
Crenshaw, Michelle Juvenile Services
Lyon, Lisa Juvenile Services it
Hernandez, Carlos Juvenile Services "
Martinez, Jose Juvenile Services it
Hughson, John Juvenile Services to
Trevino, Jaime Juvenile Services
Hall, James F. Road & Bridge New Emp Temp
Schultz, Scott Sheriff Office New Employee
Kelly, Trey Sheriff Office Comp Training
Perry, Clay Sheriff Office Tr Jail to SO
Johnson, James Sheriff Office Transfer in Dpt
Phillips, Daniel Sheriff Office Comp Training
On motion by Commissioner Walker, seconded by Commissioner
Norton, the Court voted unanimously to approve the changes as
submitted.
The Court next considered the following Claims as
submitted by the County Treasurer for payment:
96-000712 through 96-000959
plus 96-000527, 96-000580 and 96-000675
Commissioner Sims questioned claim # 96-000896 which had a
meal expense on it but no travel expenses. On motion by
Commissioner Norton, seconded by Commissioner Walker, the
Court voted unanimously to approve the Claims as submitted.
The Court next considered' Budget Amendment $94%95-37,
which would reallocate funds budgeted for the offices of
'i Justice of the Peace Precinct 1, Constable Precinct 2 and
Constable Precinct 4. On motion by Commissioner Sims,
i seconded by Commissioner Walker, the Court voted unanimously
to approve the budget amendment as submitted, a copy of which
' is attached hereto.
The next matter for consideration was the Delinquent
Taxes Receivable for the Brazos County Water Control
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Commissioners Court meeting October 30, 1995
Improvement District No. 1. The Tax Assessor/ Collector
informed the Court that the district had been dissolved and
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turned over to the County with uncollected ad valorem taxes
due in the amount of $14,505.29. He said that should have
been taken off the tax rolls earlier but it had not been done.
on motion by Commissioner Sims, seconded by Commissioner
Norton, the Court voted unanimously to approve the recom-
mendation of the assistant county auditor, and write off the
amount from the county's general ledger effective September
30, 1995.
on motion by Commissioner Norton, seconded by Commis-
sioner Walker, the Court voted unanimously to authorize the
County Judge to execute a Tax Resale Deed to the following
individuals:
Elmer Lister and Inez Lister - Lot 30, Block 2,
McCulloch Subdivision, Brazos County, Texas
The Court next considered a Matching Funds Agreement
under the Medicaid Waiver Program. This is an agreement to
participate in the Medicaid Reform Program. on motion by
Commissioner Sims, seconded by Commissioner Walker, the Court
voted unanimously to authorize the County Judge to execute the
Matching Funds Agreement under the Medicaid Waiver Program,
but to strike the last paragraph of Exhibit 2 as recommended
by Jim Allison, General Counsel for the County Judges and
! Commissioners Association of Texas. The elimination of this
paragraph will prevent the Commission from requiring matching
funds from the county without the Court's approval. A copy of
the agreement is attached hereto.
The next matter for consideration was the Letter of
Intent to form an Intergovernmental Initiative (IGI) for the
seven (7) surrounding counties. This is also necessary in
order to participate in the Medicaid Reform Program and have
administration of the program remain within the county. on
motion by Commissioner Sims, seconded by Commissioner Norton,
the Court voted unanimously to authorize the County Judge to
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Commissioners Court meeting October 30, 1995
sign the Letter of Intent to form an Intergovernmental
Initiative (IGI).
The Court next considered the Earnest Money Contract for
the purchase of property from W. E. Keller for the office site
for Justice of the Peace, Precinct 3. The Earnest Money
Contract is for the purchase of a two (2) acre tract of land
lying in the Moses A. Foster League fronting on Highway 21
East. The County is offering a purchase price of Fifty Five
Thousand and No/100 Dollars ($55,000.00). The County Engineer
asked if the State will be taking right-of-way for the
widening of Highway 21. On motion by Commissioner Norton,
seconded by Commissioner Walker, the Court voted unanimously
to approve the Earnest Money Contract for the purchase of
property from W. E. Keller and to check into the question of
right-of-way for the widening of Highway 21.
The Court next considered entering into contract with
West Publishing for a CD Rom Library. The contract would
allow the County to receive one copy of Texas Cases, one copy
of Vernon's Annotated Texas Statutes & Codes, one copy of
Texas Digest and one copy of Untied States Code Annotated all
on CD Rom. This is supported by Windows with research
capabilities that allow four users on the system simul-
taneously. This offer is made available only to District
Judges and the County Court at Law Judges. There is no charge
for the first year but there after an annual charge of
$2,125.00 for the products listed. This will be a $2,355.00
saving annually. On motion by'Commissioner Cauley, seconded
by Commissioner Walker, the Court voted unanimously to approve
the contract with West Publishing for a CD Rom Library. A
copy of the Contract is attached hereto.
The Court next considered renewal of a lease agreement
between Brazos County and Mike Hensarling of Brazos County for
rental of office space in the building located at 14821 FM
2154, on the corner of FM 2154 and Church Street, in Wellborn,
• Texas, for the use of the Justice of the Peace for Precinct 2.
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Commissioners Court meeting October 30, 1995
Term of the lease is for the period of one year commencing on
November 1, 1995 and ending on September 3, 1996. The County
agrees to pay to Mr. Mike Hensarling the amount of one hundred
forty dollars (;140.00) per month. On motion by Commissioner
Sims, seconded by Commissioner Norton, the Court voted
unanimously to renew the lease agreement between Brazos County
and Mr. Hensarling for the period stated above. A copy of the
lease agreement is attached.
The next matter for consideration was a lease agreement
between Brazos County and the Brazos Valley Art League for
space at the Brazos Center. Term of the lease will be from
October 1, 1995 and ending September 30, 1996. The League
will pay $50.00 monthly. On motion by Commissioner Sims,
seconded by Commissioner Walker, the Court voted unanimously
to approve the lease agreement with the Brazos Valley Art
League for space at the Brazos Center. A copy of the
agreement is attached hereto.
On motion by the County Judge, seconded by Commissioner
Walker, the Court voted unanimously to cast its votes equally
among the candidates for membership to the Board of Directors
to the Brazos County Appraisal District. Those candidates
being:
1) Lonnie Jones Bryan Independent School District
2) Bill Lero Bryan Independent School District
3) Larry Mariott College Station
4) Ples Turner Bryan
5) Patricia Cornelison College Station ISD
The next matter for consideration was adoption of a
travel policy for employees reporting to the Courthouse for
weekend duty. This was necessitated because two (2) Justices
of the Peace had requested reimbursement for pay for travel
from their home to the courthouse for inquests and for weekend
duty. The County Auditor pointed out that Revenue Ruling 90-
23 makes an allowance to reimburse a tax payer if they are
commuting between a residence and a temporary work location. ,
It further stated that a temporary place of business for this
purpose is a location at which the taxpayer performs services
VOL=-- PAGE
Commissioners Court meeting October 30, 1995
on an irregular or short term basis. on motion by Commis-
sioner Sims, seconded by Commissioner Walker, the Court voted
unanimously to establish a policy to reimburse an employee for
mileage from one work location to another while performing
weekend duty and to exclude reimbursement to an elected
official.
On motion by the County Judge, seconded by Commissioner
Sims, the Court voted unanimously to reimburse two (2)
employees from Justice of the Peace Precinct 7 office for
travel from the employee's residence to the Courthouse to take
care of weekend judicial duties.
on motion by Commissioner Walker, seconded by Commis-
sioner Norton, the Court voted unanimously to amend the
effective date for health insurance for all employees hired
after November 1, 1995. The effective date will be the first
of the month following 30 days of continued employment,
excepting elected officials.
The next matter for consideration was approval to
advertise for bids for the following items:
a) Cold mix limestone, rock asphalt
b) Fencing supplies
c) Fence building
d) Motor Grader blades
e) Road gravel
on motion by Commissioner Sims, seconded by Commissioner
Walker, the Court voted unanimously to authorize the
Purchasing Agent to advertise for bids for the previously
mentioned items.
The next matter for consideration by the Court was a
requisition from Capital Projects for speaker and page horn
additions and expansion slots to the new phone system at the
Road and Bridge Department. On motion by Commissioner Norton,
seconded by Commissioner Walker, the Court voted unanimously
to approve payment of the requisition from Capital Projects
for a speaker and page horn additions and expansion slots to
the new phone system at the Road and Bridge Department.
The next matter for consideration by the Court was a
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Commissioners Court meeting October 30, 1995
requisition from Capital Projects for a tape reformatter for
the 272nd District Court. On motion by Commissioner Walker,
seconded by Commissioner Sims, the Court voted unanimously to
approve payment of the requisition in the amount of $1,413.00
from Capital Projects for a tape reformatter for the 272nd
District Court.
an motion by Commissioner Sims, seconded by Commissioner
Norton, the Court voted unanimously to approve the following
list of vehicles for public auction scheduled for November 11,
1995:
1. 1989 Chevrolet Caprice 7. 1990 Chevrolet Caprice
2. 1988 Chevrolet Caprice 8. 1990 Chevrolet Lumina
3. 1990 Chevrolet Caprice 9. 1991 Chevrolet Caprice
4. 1989 Ford Crown Victoria 10.1991 Chevrolet Caprice
5. 1990 Chevrolet Caprice 11. 1984 Jaguar (seized)
6. 1988 Dodge Diplomat
The Court next considered acceptance of a Warranty Deed
for right-of-way on Cobb Road in Precinct 3. On motion by
Commissioner Norton, seconded by Commissioner Turner, the
Court voted unanimously to authorize the County Judge to
accept on behalf of Brazos County a Warranty Deed from Megan
Yeager for a 0.1314 acre tract.
The Court next considered acceptance of a Warranty Deed
for right-of-way on North Dowling Road in Precinct 1. On
motion by Commissioner Norton, seconded by Commissioner
Walker, the Court voted unanimously to authorize the County
Judge to accept on behalf of Brazos County a Warranty Deed
from Mrs. Oscar R. Murphy for a 0.9823 acre tract along Graham
Road.
On motion by Commissioner Norton, seconded by Commis-
sioner Walker, the Court voted unanimously to table consider-
ation of the final plat of Willow Run, Phase One, Subdivision
in Precinct 1.
The next matter for consideration by the Court was a
request made by Mr. Stanley Ferrell, owner of adjoining lots
1 and 2 of the Canyon Creek West Subdivision to abandon the 10
foot public utility easement along both sides of the common
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Commissioners Court meeting October 30, 1995
property line of 'the two lots located in Precinct 4. Signed
letters from the affected utilities indicate no conflicts
exist with the request. On motion by Commissioner Sims,
seconded by Commissioner Walker, 'the Court voted unanimously
to approve the request made by Stanley Ferrell to abandon the
10 foot public utility easement along the common property line
of two lots.
The County Judge announced the following:
a) He would be going to Bastrop to represent
Brazos County at the Presidential Corridor meeting.
b) November 7, 1995 would be the date of the first
Commissioners Court meeting held on a Tuesday
There being no further business to come before the Court,
the meeting was adjourned.
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The foregoing minutes of the Commissioners Court meeting
held October 30, 1995 have been examined and are approved in
open Court this the Y ti-I day of 19 96
in Bryan, Brazos County, Texas.
Alvin W. Jones
County Judge
Sand Wa ker
Commiss er, Precinct 2
Gary Norto
Commissio er, ecinct 1
Randy 4 Ks
Commis over, Precinct 3
,
Carey Cau ey, Jr.
Commissioner, Precinct 4
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Mary Ajin War
County Clerk
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BRAZOS COUNTY, TEXAS
BUDGET AMENDMENT(S) FOR THE 1994-1995 BUDGET YEAR
NO. 94/95-37
On this the 30th day of October 1995 at a special meeting of the
Commissioners' Court, the following members were present:
Alvin W. Jones, County Judge, Presiding
Gary Norton, Commissioner, Precinct 1;
Sandie Walker, Commissioner, Precinct 2;
Randy Sims, Commissioner, Precinct 3;
Carey Cauley, Commissioner, Precinct 4;
Mary Ann Ward, County Clerk.
The following proceedings were held:
THAT WHEREAS, on October 30, 1995, the Court heard and
approved a budget amendment for the 1994-1995 budget year for
Brazos County, Texas.'
WHEREAS, an expenditure is necessary due to the necessity to
meet unusual and unforeseen conditions which could not be
reasonably included in the original budget adopted September 8,
1994 the following amendment(s) to the original are hereby
authorized, as described on the attached 1 page(s).
ADOPTED AND APPROVED this the 30th day of October 1995
THE COMMISSIONERS' COURT OF BRAZOS COUNTY, TEXAS.
By: Alvin W. Jones, County Judge
Original: County Clerk's office and attached to the original
budget
Copies: County Auditor
County Treasurer
Commissioners' Court Minutes
Budget Amendment File
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BRAZOS COUNTY, TEXAS
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BUDGET AMENDMENTS
NO. 94/95 - 37
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ACCOUNT NAME
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01
240001
617400
Telephone
100.00
01
240001
802850
Equipment - Office
100.00
Justice of the Peace Pct 1- To reallocate the budget to allow for line item
expenditure overrun.
01
302001
606000
Office Supplies
13.00
01
302001
653500
Gasoline
13.00
Constable Pct 2-Marrow-To reallocate the budget to allow for line item
expenditure overrun.
01
304001
600800
Clothing/Uniforms
751.00
01
304001
802850
Equipment-Office
751.00
Constable Pct 4 -Peters-To reallocate the budget to allow for line item
expenditure overrun.
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BALANCING TOTAL
864.00
864.00
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MATCHING FUNDS AGREEMENT
This matching funds agreement ee n' is made between the Texas Health and Human
Services Commission ("HHSC'? and the governing body of the County of Brazos ("Funding
Entity) pursuant to Article 4113(502) S 16A-16F, Tex.Rev.Civ.Stat.Ann.
In reliance upon and in consideration of the mutual representations and obligations contained
herein, the receipt and sufficiency of which is hereby acknowledged, and intending to be bound
hereby, HHSC and the Funding Entity agree as follows:
SECTION I.
RE.SPONSIBIL1711E5 OF THE PARTIES
A. Responsibilities of HHSC.
1. Development of Health Care Delivery System. HFISC shall develop a health care
delivery system that restructures the delivery of health care services provided under the
state Medicaid program in accordance with the requirements for such health care delivery
system contained in Article 4113(502) S 16A - 16F, Tex.Rev.Civ.Stat.Ann. ("Health Care
Delivery System").
2. 1115 Waiver Application. HHSC shall develop die Health Care Delivery System only if
it obtains an 1115 waiver from the federal government to implement the system
("Approved Federal Waiver"). The request submitted to obtain the federal waiver sets
forth certain parameters for the Medicaid health care delivery system, including but not
limited to eligibility standards and services covered. 'I'sle provisions of "'Texas 1115
Medicaid Waiver, State of Texas Access Reform, 8/31/-95," submitted to the Icderal Health
Care FinancuigAdministration ("HCFA") and on file with HHSC and HCFA, are hereby
incorporated by reference ("Waiver Application"). In addition, HHSC amendments to the
Waiver Application and HCFA's letter approving the Waiver Application and special
terms and conditions are hereby incorix)rated by reference.
3. Distribution of Funds. HHSC will distribute fwlds, including Transition Pool and value
added services funds, or ensure that funds are distributed, for providing services under the
Health Care Delivery System in accordance with the requirements for such Health Care
Delivery System contained in Article 4413(502),§ 16A-16F, Tex.Rev.Civ.Stat.Aim.
consistent with tic Approved Federal Waiver and, where an Intergovcnuncntal Initiative
CIGI") is formed, the Hcalth Care Delivery Plaii Agreement.
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4. Annual Report on Health Care Delivery System. On in annual basis, HHSC will supply
the Funding Entity with a report of all Medicaid funds distributed to each IGI and
expended in oilier parts of the state that year ("Annual Report'). The report will state for
each IGI and service delivery areas not covered by an IGI:
a) the amount of Medicaid payments received by each IGI and the amount expended in
service delivery areas not covered by an IGI;
b) the established rates or other basis for calculation of the payments;
c) the number of covered lives represented by the payments; and
d) the benefit package covered by the payments.
In addition, the report will include a report of the experience data reviewed by HHSC and
provided to the Governor and the Legislature in accordance with the requirements stated
on pages 114-115 of the Waiver Application, and an annual update of the data provided by
HHSC pursuant to Sccdon VII.C.2. of the Agreement.
B. Responsibilities of Funding Entity
Transfer of Funds. Contingent on receipt of an Approved Federal Waiver and pursuant to the
provisions of Section V of this Agreement regarding Transfer of Funds, the Funding Entity
shall make funds available to HHSC for matching under the Health Care Delivery System.
• SECTION II.
ELIGIBILITY STANDARDS
The standards for determining eligibility of individuals for die Health Care Delivery System and
the estimates of the number of eligible individuals, by category and income level, are set forth in
` the Waivcr Application. As stated in the Waiver Application on page 114, the proposed
expansion of eligibility under the waiver includes coverage of children ages 6 through 18 up
through 133% of federal poverty level ("FPL") and (nonpregnant) adults through 45% of FPL with
a goal of 7596 of FPL Projections for eligibility standards are set forth in Exhibit 1.
SECTION III.
SCOPE OF SERVICES
The Health Care Delivery System will provide coverage for those services set forth in the Waiver
Application.
SECTION IV.
ESTIMATED COST OF PROVIDING SERVICES
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The estimated cost of providing services to the eligible individuals described in Section II of this
Agreement, by category and by income level, is set forth in the Waiver Application. Projections for
the estimated cost of providing services are set forth in Exhibit 1.
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SECTION V.
RESOURCES MADE AVAILABLE FOR MATCHING
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A. Amount of Resources Made Available for Matching.
The Funding Entity shall make resources or other funds available for matching, as defined in
Article 4113(502) §16(1)(5)-(6), Tex.Rev.Civ.Stat.Ann., available to HHSC under subsections
0) and (g) of Article 4113(502) § 16A, Tex.Rev.Civ.Stat.Ann. The amount of such resources or
other funds that the Funding Entity shall be obligated to make available in each year of this
Agreement is set forth in Exhibit 2 and has been computed in accordance with Article
4113(502) § 16A(D.
B. Timing of Matching
The Funding Entity is not required to make funds available for matching under this Agreement
until after the State receives an Approved Federal Waiver and HHSC (or IGI if applicable) is
ready to raise eligibility standards in the Funding Entity's area and make health care services
available to individuals eligible under the Approved Federal Waiver in the Funding Frhtity's
area. HHSC will provide the Funding Entity written notice of the date on which it must make
funds available under the Agreement, no less than 60 days prior to such (late.
C. Recamure
'11ic l-icalth Care Delivery System will include a method to ensure that the Funding Entity will
receive funds to provide healthcare services to persons who are eligible for Medicaid under
die expanded eligibility criteria developed under subdivision (a)(3) or (a)(4) of Article
4113(502) § 16A, Tcx.Rev.Civ.Stat.Ann., in an amount that is at (cast equal to the amount of
resources or other funds available for matching provided by the Funding Entity under this
Agreement.
D. Method of Matching
The Funding Entity shall make funds available for matching either through intergovernmental
transfer, certification of funds, or a combination of these methods, as set forth below in Section
V.E. If the Funding Entity makes funds available for matching through certification, the
Funding Entity must maintain and make available to HHSC documentation that complies with
federal requirements for certification. Failure by the Funding Entity to do so will result in
Funding Entity liability to HHSC for all consequent losses, including any loss of federal
financial participation under die Approved Federal Waiver.
E. 't'ransition Pool and Default Mechanism
As stated in tic Waiver Application at page 115, the State will establish a transition pool
("'Cnnsition Pool") which will be used to facilitate the transition of hospitals currently receiving
a high level of disproportionate share funds ("DSH") into managed care in accordance with
Article 4113(502) §16A(a)(16), Tex.Rev.Civ.Stat.Ann. which requires establishing this pool if
necessary to ensure that all resources or other funds available for snatching are maximized in
accordance with Article 4413(502) §16A(a)(3). As provided in the Waiver Application at page
47, the State also may use funds from the Transition Pool as a method to ensure that the
Funding Entity will receive funds in an amount that is at least equal to die amount of resources
or other funds available for matching provided by tie Funding Entity under this AbTecment
("Match Amount").
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1. Transition Period.
W Transition Period. 't'ransition Period shall mean the three year period beginning on
the (late on which the Funding Entity fast transfers funds to HHSC pursuant to Section
V.B. and this section.
b) Match Amount Transfers. During each year of the Transition Period the Funding
Entity will transfer to HHSC, in the form of monthly payments, funds totaling the
Funding Entity's annual Match Amount. Within five days of receipt of each monthly
translcr from the Funding Entity, HHSC will transfer from the Transition Pool to the
Funding Entity funds equal to the most recent monthly transfer received by HHSC
from the Funding Entity. HHSC does not incur any obligation under this section until
HHSC receives funds from the Funding Entity as provided by this section, and the
amount of any such obligation shall not exceed the amount of funds actually received
by HHSC from the Funding Entity. Match Amount transfers pursuant to this
paragraph are deemed to constitute fulfillment of the requirements of Section V.C. of
the Agreement and Article 4413(502) §16A(a)(5).
c) High Volume Payments. HHSC will design a methodology to use funds from the
Transition Pool, after deducting Match Amount transfers, to make special periodic
payments (High Volume Payments) to hospitals that:
i. provide at least 14,000 low-income patient days as determined by the
commission under the methodology used for calculating eligibility for the
Medicaid DSH program; and
ii. are located within an IGI or service delivery area in which Funding Entities have
begun to make funds available for matching pursuant to Section V.E.I. or
V.E.4.
HHSC will make High Volume Payments to such hospitals on a pro rata basis,
calculated based on the hospital's pro rata share of the total number of low-income
patient days among all qualifying hospitals.
2. Post Transition Period
a) • Post Transition Period. Post Transition Period shall mean the period of time
beginning at the end of the Transition Period and ending when the Agreement
terminates in accordance with Section VII.
b) Default Mechanism. HHSC may elect to continue to use the Transition Pool to make
Match Amount transfers (and High Volume Payments if applicable) during the Post
Transition Period. If HHSC discontinues using a Transition Pool for such purpose,
then the Health Care Delivery Plan Agreement affecting the Funding Entity will be
amended (or in the absence of an IGI, HHSC will arrange with the Funding Entity) to
provide for a default mechanism (which must comply with the provisions set forth on
page 47 of the Waiver Application) to ensure fulfillment of Article 4413(502)
S16A(a)(5). 11
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3. Use of Match Amount and High Volume Payment Funds
To qualify to receive Match Amount transfers (and High Volume Payments if applicable),
the Funding Entity must demonstrate that during each State fiscal year it provided
unsponsored charity care in an amount no less than the total of its Match Amount transfers
(and High Volume Payments if applicable). If the Funding Entity fails to do so, it will
promptly reimburse to HHSC the difference between the Match Amount transfers (and
High Volume Payments if applicable) the Funding Entity received and the amount of
unsponsored charity care it provided.
4. Default Mechanism as Alternative to Match Amount Transfers
No later than 60 days after the federal government provides to HHSC final approval for
the Approved Federal Waiver, the Funding Entity may provide HHSC written notice that
the Funding Entity does not desire to make or receive Match Amount transfers as
described in Section V.E.1. but rather, elects to use a default mechanism (which must
comply with the provisions set forth on page 47 of the Waiver Application) to ensure
fulfillment of Article 4413(502) S16A(a)(5).
5. Return of Match Amount. During a State fiscal year quarter that the Funding Entity is
using client choice and die default mechanism with regard to newly eligible clients pursuant
to a Hcalth Care Delivery Plan Agreement to ensure return of the Match Amount if the
Funding Entity does not receive through client choice and the default mechanism funds
equal to its Match Amount within each quarter of the Stale fiscal ye..r, then 1-IUISC will
ensure that the Funding Entity receives widin 45 clays of the end of each State fiscal year
quarter the portion of its Match Amount that it did not receive during the quarter.
't'ransfers by HHSC pursuant to this section are deemed to constitute fulfillment of (lie
requirements of Section V.C. of the Agreement and article 4413(502) S 16A(a) (5).
6. Waiver Anplication Goals.
a) Waiver Period. For purposes of the Agreement, the Waiver Period shall begin on the
first day funds are made available for matcWng by any Funding Entity to HFISC
pursuant to Section V.E. and shall end on the day the Approved Federal Waiver
terminates. Tlic Waiver Period is estimated to be five years.
b) Methodology for Reaching Goals. HHSC may design a methodology to use funds that
become available during the first three years of the Waiver Period in the "Transition
Pool (other than Match Amount transfers and High Volume Payments) to facilitate
reaching, during the last three years of the Waiver Period, the Waiver Application goals
of achieving eligibility for (nonprcipuuri) adults at 75% of FPI., or guaranteed eligibility,
or bode.
F. Effect of Change in Ownershin or Management.
The Funding bitity's obligation to make funds available for matching under this Agreement is
not discharged if the Funding Entity is transferred to new ownership or management. Prior to
a change in ownership or management of the Funding Entity, die Funding Entity and HHSC
will negotiate die Funding Entity's continued performance under this Agreement, including but
not limited to the Funding Entity's setting aside funds for matching in the future.
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G. Audits.
The Funding Fntity is subject to and will cooperate in audits conducted or requested by HHSC
regarding matching funds or any financial matter related to the Approved Federal Waiver or
the Agreement.
SECTION VI.
ANNUAL MEE PING TO ASSESS STATUS OF PROGRAM
A. Obligation to Hold Annual Meeting.
Beginning in January of the State fiscal year after the Approved Federal Waiver is obtained,
and every subsequent January during the term of this Agreement, representatives of HHSC will
convene a single Annual Meeting with the Funding Entities to discuss the status of the
Medicaid program under the Approved Federal Waiver. HHSC will provide the Funding
Entity with the report required by Section 1.4. of the Agreement no less than five days prior to
this meeting.
3
B. Assessment of Program Status.
At the Annual Meeting, HHSC and die Funding Entities will assess the status of die Medicaid
program under the waiver, review estimates and projections for subsequent years, and review
any adjustments proposed by HHSC in die eligibility income level, guaranteed eligibility,
Transition Pool, and administrative costs in accordance with the Waiver Application, page 114.
SECTION VII.
TERM, MODIFICATION, AND TERMINATION
A. Term of Agreement.
T1his Agreement is effective on the day it is fully executed by the parties, and expires tie same
(late as die expiration (late of the Approved Federal Waiver, unless earlier terminated pursuant
to this Section.
B. Basis for Modification of Agreement
1. Waiver Modificsilion.
In accordance with Article 4413(502) 416AO)(6), if die Approved Federal Waiver modifies
tlhc Waiver Application with respect to eligibility standards, the Transition Pool, scope of
services, or estimated cost of providing services as described in Sections 11, 111, IV and V of
this Agrec(ncnt, or with respect to die roles and responsibilities of an IGI then HHSC or
die Funding Entity may request renegotiation or modification of this Agreement, and the
other party shall make a good faith effort to renegotiate or modify the terms of the
Agreement.
2. Substantial Changes.
In accordance with Article 4413(502) S16A(0(7), if substantial changes in the eligibility
standards, Transition Pool, scope of services, estimated cost of providing services as
described in Sections II, III, IV and V of this Agreement, or in the roles and
responsibilities of an IGI, are mandated by federal or state law, HHSC and the Entity may
mutually agree.to modify the Agreement.
Mudmw Pwdb Avewwo VOL PW g
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C. Basis for Termination of Agreement
1. Automatic Termination. This Agreement will terminate automatically if any one of the
following occurs:
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a) Failure to obtain an Approved Federal Waiver by February 1, 1997; or
b) Termination of the Approved Federal Waiver by HHSC pursuant to the terms of
the Approved Federal Waiver.
2. Termination for Cause.
a) Approved Federal Waiver Estimates. Within 30 days after the federal
government provides to I'IHSC final approval for the Approved Federal Waiver,
HHSC will provide to the Funding Entity Approved Federal Waiver estimates
(Approved Federal Waiver Estimates) which will include:
i. Ali estimate of the number of individuals eligible for Medicaid in die
Funding Entity's Metropolitan Statistical Area showing a
separate estimate for newly eligible individuals, and providing estimates
for other individuals on a county by county basis if available;
ii. An estimate of the cost of providing covered services to individuals eligible
for Medicaid in the Funding Entity's MSA;
iii. An estimate of numerical limitations on cnrolhiient for newly eligible
individuals (enrollment caps) in die Funding Entity's MSA; and
iv. An estimate of the total Medicaid funds to be available to the Funding
Entity's MSA.
b) Basis for Termination. This Agreement may be terminated by HHSC or the
Funding Entity if:
i. Tlie Approved Federal Waiver Estimates provided to the Funding Entity
pursuant to this section of this Agreement represent a material change (as
defined herein) from the Waiver Application estimates as contained in
Exhibit 1; or
ii. A material change (as defined herein) is made at any point during die term
of this Agreement in the eligibility standards, Transition Pool, scope of
services, or estimated cost of providing services as described in Sections
II, III, IV and V of this Agreement and as contained in Exhibit I .and in
die Approved Federal Waiver Estimates, or if there is a material change in
the roles and responsibilities of an IGI.
C) Definition of "Material Change'. Material Change means any one of die
following, calculated on an annual basis for each State fiscal year except as stated
below:
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i. A change in the eligibility standards described in Section II of this
Agreement as contained in Exhibit I or contained in the Approved Federal
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Waiver Fstimates during the tern of thus Agreement that constitutes a
change of more than 25% in the FPL required for eligibility, except that an
increase in adult eligibility from 4596 to no more than 75% will not be a
Material Change;
ii. During die Transition Period, a change in Transition Pool funding that
would preclude HHSC from transferring the Match Amount to the
Funding Entity as set forth in Section V, unless the Funding Entity has
elected to use a default mechanism as an alternative to Match Amount
transfers, pursuant to Section V of the Agreement;
iii. Failure of HHSC to comply with Section V.C. or V.F,.S. regarding return
of the Funding Entity's Match Amount;
iv. A change that constitutes a decrease of more than 10% in the total amount
of federal financial participation estimated under the Waiver Application at
FAhibit 2.9, as calculated over the Waiver Period;
v. A change in the scope of services or estimated costs of providing services as
described in Sections III and IV of this Agreement as contained in Exhibit
1 or the Approved Federal Waiver Estimates during the term of this
Agreement that constitutes an increase of more than 25% in the total costs
of the program;
vi. A change in the amount of funds the Funding Entity makes available in
each year of this Agreement as set forth in Exhibit 2 that constitutes an
increase in the maximum amount stated in Exhibit 2 by 15% or more of
that amount; or
vu. A significant change in the roles and responsibilities of an IGI as stated in
Article 4413(502) S 1 GA-F and the Waiver Application that results from
changes mandated by state or federal law or conditions imposed by HCFA
in the Approved Federal Waiver.
d) Notice of Termination for Cause.
i. Written notice of termination for cause pursuant to Section VII.C.2.b.i.
must be delivered by the notifying party to other signatories of this
Agreement within 30 days of the Funding Entity's receipt of the Approved
Federal Waiver Estimates. Ilse notice must specify the Material Change
on which it is based and set forth related calculations.
H. Written notice of termination for cause pursuant to Section VII.C.2.b.ii.
must be delivered by the notifying party to other signatories of this
Agreement within 30 days of an occurrence that forms the basis of the
notice. The notice must specify the Material Change on which it is based
and Set forth related calculations.
iii. A party receiving written notice of termination for cause will have 30 days
opportunity to cure.
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e) Voluntary Funding Entities. In addition to the bases for termination set forth
above, if the Funding Entity is unable to participate as a Funding Entity in an IGI,
the Funding Entity may terminate the Agreement upon 30 days written notice to
HHSC. The parties will use reasonable efforts to include the Funding Entity as a
Funding Entity in an IGI.
c
3. No Grounds for Termination. If the Funding Entity ultimately forms an IGI and
enters into a Health Care Delivery Plan Agreement, and HHSC determines to initiate
enforcement action against the IGI, such enforcement action may not form the basis
for termination of this Agreement by the Funding Entity.
SECTION VIII.
VALUE ADDED SERVICES
Pursuant to article 4413(502) S 1611(m)(6) (A)-(B), HHSC will determine on a statewide basis the
j type of services for which added weight or supplementation may be provided and the manner for
j determining the value of such services. HHSC will direct each IGI, as part of its Health Care
{ Delivery Plan Agreement, to establish a mechanism for selection based on the added weight and
I supplemental payment for such services within each IGI.
SECTION IX.
DISPUTE RESOLUTION
The parties agree that all negotiations under this Agreement will be conducted in good faith. In
the event of a dispute resulting from changes in the Waiver Application with respect to eligibility
standards, Transition Pool, scope of services, or estimated cost of providing services, or with
respect to the roles and responsibilities of an IGI, the Funding Entity and HHSC agree that, if
direct, good faith negotiation fails to resolve the issue, they may attempt to resolve the dispute by
mediation. If a dispute arises that affects more than one Funding Entity, a joint mediation between
HHSC and the affected entities may be conducted.
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SECTION X.
GENERAL PROVISIONS
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A. Amendment of Agreement
This Agreement may not be amended except in writing signed by HHSC and the Funding
Entity.
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It. Notice
All notices, requests, or other communications under this Agreement will be in writing and
may be tr:ulsinittcd either by first class mail, courier or confirmed tclecopy, addressed as stated
below.
To HrISC:
Dr. Michael D. McKinney, Commissioner
Texas Health and Human Services Commission
4807 Spiccwood Springs Rd., Building 4
Austin, TX 78759
Telecopy No. 512-502.3294
To County of Brazos:
County Judge Alvin W. Jones
Brazos County Courthouse
300 East 26th Street, Suite 114
Bryan, Texas 77803
C. Authority to Sian
The parties to the Agreement wan-ant and represent that their signatories are fully authorized
to sign the Agreement on the parties' behalf and to bind them to die terms of the Agreement.
•
County of Brazos:
Executed on this 30th day of October 1995, b pe having the authority to
bind die County of Brazos contractually:
1Qy
Print Name: Alvin W Jones ide: Countv Judcre
Texas Health and Human Services Commission:
Executed on this day of 1995, by a person having the authority to
bind the Texas Health and Human Services Commission contractually:
A1'
Print Name: Tide:
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'llhc maximum amount of resources or other funds that the Funding Entity shall be obligated to
make available in each year of this Agreement is set forth below ("Maximum Local Match
Amount". The Maximum Local Match Amount is based on an eligibility level for (nonpregnant)
adults of 75% of FPI, which is the eligibility standard goal stated in the Waiver Application on
page 114 and in Section II of this Agreement.
'llhe actual amount die Funding Entity shall make available in each year of this Agreement will be
based on the eligibility level covered under the Waiver in each year of the Agreement ("Annual
Local Match Amount"). Tlhe Annual Local Match Amount is set forth below and is based on die
eligibility level for (nonpregnant) adults of 4596 of FPL, which is the initial level of eligibility stated
in the Waiver Application on page 114 and in Section II of this Agreement. The Annual Local
Match Amount will be increased proportionally when the eligibility standard is raised to reach the
goal of 75% of FPL, provided however that the Annual Local Match Amount will not exceed die
Maxihnuhn Local Match Amount unless agreed upon by die Funding Entity.
The parties agree that, on an annual basis, mutually agreed upon adjustments may be made in the
Annual Local Match Amount if such adjustments are necessary to:
(1) more accurately reflect the Funding Entity's contribution in accordance with the computations
required by Article 4413(502) Section 16A(f); or
(2) contiihue to provide services at the eligibility standards established by the Approved Federal
Waiver.
'Ilhe p:u further that HHSC may accelerate the geographic phi c hide by
implementing the Appro Waiver in a geographic are han stated in the Waiver
Application if the IGI located in the g cnthfied for acceleration agrees to such
acceleration. If the geographic ar c h the Fun in located is accelerated, then the
Funding Entity In
ng the Annual Local Match Amount a r matching in
s as necessary to comply with the accelerated scihedule.
Year 1:
Year 2:
Year 3:
Year 4:
Year 5:
Exhibit 2 - Amount of Resources Made Available for Matching
Annual Local Match Amoun
$0.00
$0.00
$96,568.00
$96,568.00
$96,568.00
Funding Entity: County of Brazos
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Maximuhn Local Match Amount
$0.00
$0.00
$183,728.00
$'183,728.00
$183,728.00
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RANDY VMS
Pnidnd 1
381.4106
3614106 Brazos County
Commissioners' Cou
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SANDIE WALKER
AL JONES
CAREY CAULEY
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381-4111
361-4112
381.4102
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October 30, 1995
Dr. Michael D. McKinney, Commissioner
Texas Health and Human Services Commission
4807 Spicewood Springs Road, Building 4
Austin, Texas 78759 '
RE: INTENT TO FORM AN INTERGOVERNMENTAL INITIATIVE
Dear Dr. McKinney:
You are hereby informed that Brazos County intends to form an Intergovernmental Initiative
under the provisions of S.B. 10, 74th Legislature Regular Session.
Sincere y,,
Alvin W. Jones
County Judge
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Brazos county Courthow •300 East selh St. sulfa 118 Bryan,Taxes77603-6327 Fax:(4M623-6M
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THIS PURCHASE AND SALE CONTRACT (the "Contract") Is made and entered
into by and between FRED W. KELLER and wife, MARILYN KELLER ("Seller"), and
BRAZOS COUNTY, TEXAS, ("Purchases"), upon the following terms and conditions:
1. Agreement of Sale and Purchase. For and in consideration of the premises,
undertakings and mutual covenants of the parties set forth herein, Seller hereby agrees to
sell to Purchaser and Purchaser hereby agrees to purchase and take from Seller that certain
tract or parcel of land lying and being, situated in Brazos County, Texas, and being a 2 acre
tract of land lying in the Moses A. Foster League described as approximately 295.161' x
i
295.161', fronting on Highway 21 and containing within its boundaries the premises known
as 8991 East Highway 21 and being currently used for the offices of the Justice of the Peace
for Precinct Three, Brazos County, Texas (the "Property"), subject, however, to the
Permitted Encumbrances (as hereinafter defined). The Property shall be more particularly
described by metes and bounds prepared from the field notes resulting from the survey as
hereinafter described.
I.
2. Purchase Price. The purchase price (the "Purchase Price") for the Property
E
shall be Fifty-five Thousand and No/100 Dollars ($55,000.00) which amount shall not be
adjusted, payable at the closing of the sale of the Property in immediately available funds.
3. Survey On or before twenty (20) days from and after the effective date
'
hereof Purchaser shall obtain at Purchaser's sole cost and expense a currently dated on-the-
ground measurement and description of the Property (the "Survey"), which shall: (i) include
!
a survey plat of the Property showing a metes and bounds description of the Property and
the actual dimensions of and the total number of square feet within the Property; (ii)
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describe the monuments of the Property with pipes set in concrete or other permanent
markings and show the north direction and all natural monuments, improvement, fences,
drainage ditches and/or courses and any and all other objects visible on the ground; (iii)
identif
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of the Property together with the title, date and recording data for any instrument creating
such easement, right-of-way or road; (iv) show all areas affected by encroachments upon or
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protrusion by the Property and all areas involved in boundary disputes; and (v) be certified
I
as to all matters thereon by a duly licensed surveyor or engineer, reasonably acceptable to
the Title Company (hereinafter defined).
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4. Title Commitment. On or before twenty (20) days from and after the effective
date hereof; Seller shall deliver to Purchaser at Seller's sole cost and expense, a currently
dated Commitment for Title Insurance (the "Commitment")issued by Lawyers Title company
of Brazos County, Texas (the "Title Company"), to issue, at Closing, a Texas Owner's Policy
of Title Insurance on the standard form of policy prescribed by the Texas State Board of
Insurance, in the full amount of the Purchase Price, which shall (i) set forth in Schedule B
all exceptions or objections to the title to the Property which will appear in the Owner's
1
Policy of Title Insurance to be issued to Purchaser at the Closing, and (ii) be accompanied
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by legible copies of any instruments of record creating such exceptions or objections to the
title to the Property.
1
For a period of seven (7) days from and after the date Purchaser has received the
last of the Survey, the Commitment and copies of all documents referred to in Schedule B
of the Commitment (the "Title Examination Period"), Purchaser shall have the right to
examine the same. If after such examination, Purchaser determines that the title to the
Property as reflected in Schedule B of the Commitment or the condition of the Property on
the ground as reflected on the Survey fails to show indefeasible fee simple title to the
Property to be in Seller free and clear of any encumbrances (the "Encumbrances"),
Purchaser shall notify Seller in writing of Purchaser's objections thereto prior to the
expiration of the Title Examination Period; the failure of Purchaser to notify Seller in
writing of Purchaser's objections prior to the expiration of the Title Examination Period
shall be deemed acceptance by Purchaser of Seller's title to the Property as reflected in
Schedule B of the Title Commitment and the Survey. If Purchaser so notifies Seller in
writing of Purchaser's objections, Seller may, but shall- not be required to, attempt to
eliminate or modify such objections. In the event Seller is unable or unwilling to effectuate
the elimination or modification of such matters within ten (10) days after receipt of
Purchaser's notice regarding such objections ("Seller's Cure Period"), Purchaser may, within
five (5) days after the expiration of Seller's Cure Period, by written notice delivered to
Seller, either (i) waive such objections and consummate the purchase of the Property subject
to said objections, with no reduction in the Purchase Price, or (ii) terminate this Contract,
in which event, after the return to Purchaser of the "Earnest Money" (hereinafter defined),
neither Seller nor Purchaser shall have any further duties or obligations hereunder. If
Purchaser fails to properly elect to terminate this Contract on or before the expiration of
said five (5) day period, Purchaser shall be conclusively deemed to have accepted the title
to the Property as reflected in Schedule B of the Commitment and the Survey. All items
contained in Schedule B of the Commitment and reflected on the Survey accepted or
deemed accepted by Purchaser, pursuant to the terms hereof, shall hereinafter be referred
to as the "Permitted Encumbrances."
5. Insvectionc Investigations and Financing
(a) Purchaser and its Agents shall have a period of twenty (20) day after the
effective date of this Contract (the "Inspection .Period") to enter upon the Property at
reasonable hours to conduct all such engineering studies, surveys, appraisals, tests, analyses,
inspections or investigations of the Property as Purchaser may deem necessary or desirable.
Purchaser agrees to repair any and all damage caused to the property arising or resulting
from any and all such inspections, reviews, approvals and determinations made by or on
behalf of Purchaser under this Contract or in connection with Purchaser's proposed use of
the Property.
(b) Purchaser shall indicate in writing the unacceptability of any inspection or
study conducted by Purchaser in accordance with this Paragraph 5 on or before the
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expiration of the Inspection Period. In the event that Purchaser finds the Property
unacceptable, Purchaser shall have the right to terminate this Contract by giving written
notice of termination to Seller on or before the expiration of the Inspection Period and
upon such termination the Earnest Money shall be returned to Purchaser, whereupon this
Contract shall be rendered null and void and neither party hereto shall have any rights or
obligations hereunder. If Purchaser fails to properly elect to terminate this Contract before
the end of the Inspection Period, Purchaser shall be conclusively deemed to have waived any
right to terminate this Contract pursuant to this Paragraph 5.
6. Warranties. Representations and Covenants. Seller makes the following
warranties and representations to Purchaser:
(a) that, except as specifically disclosed to Purchaser in writing, there is no
action, suit, proceeding or claim affecting the Property, or any portion thereof',
presently pending in any court of before any federal, state, county or municipal
department, commission, board, bureau or agency or other governmental
instrumentality, nor, to the best knowledge and belief of Seller, is any such action,
suit, proceeding or claim threatened;
(b) that there are no unpaid governmental assessments for sewer, sidewalk,
water, paving, electrical power or other improvements, matured or unmatured,
relating to the Property, and Seller does not know of any such threatened
government assessments;
1•"
(c) that Seller has not received any notice from a governmental authority that
the Property does not comply with all laws, regulations, ordinances, orders and other
requirements of any governmental authority having jurisdiction over or affecting all
or any part thereof;
(d) that Seller shall convey to purchaser, at the Closing, good and indefeasible
title to the Property, subject only to the Permitted Encumbrances;
(e) that no portion of the Property is located inside the one hundred (100)
year flood plain for Brazos County, Texas, as such plain is determined by the United
States Army Corps of Engineers;
(f) that Seller has obtained waivers of all options, contracts or rights-of-first-
refusal, if any, to purchase all or any portion of the Property held by any party;
(g) that Seller is not prohibited from consummating the transaction
contemplated in this Contract by any law, regulation, agreement, instrument,
restriction, order of judgment;
3
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(h) prior to the Closing, Seller shall not create or voluntarily permit to be
created any liens, easements or other conditions affecting any portion of the Property
without the prior written consent of Purchaser;
(i) other than matters disclosed to Purchaser in writing, there are, to the
knowledge of Seller, no governmental or private regulations, orders, agreements or
instruments restricting the use of the Property;
0) Seller shall pay all bills and expenses of the Property to the date of Closing
and Purchaser shall be obligated for the expenses accruing thereafter, subject to the
proration requirements contained herein; provided, however, Seller shall not
voluntarily enter into or assume any new contracts or obligations with regard to the
Property;
(k) the Property is adequately served by all necessary utilities, including
without limitation, gas, telephone, electricity, sewer, water and refuse collection; and
(1) Seller is not aware of the existence or disposal of solid waste or hazardous
substances, as those terms are defined by current state and federal environmental
laws, in, on or upon the Property.
Purchaser is relying on the foregoing warranties and representations in entering into
this Contract and, if applicable, closing the transactions contemplated herein. If any of the
foregoing warranties and representations shall prove to be untrue or incorrect in any
material respect, Purchaser may terminate this Contract by written notice delivered to Seller
within ten (10) days after receipt by Purchaser of information or notification as to the
untruth or modification of any such representation or warranty, in which event the Earnest
Money shall be promptly refunded to Purchaser, and thereafter neither Seller not Purchaser
shall have any further duties or obligations hereunder.
7, Farnest Money and Title Compa= By 5:00 p.m. on the fifth business day
following the execution of this Contract by all parties hereto, Purchaser shall deposit in
escrow with the Title Company as "Earnest Money" (herein so called) the sum of $1,000.00.
8. Closing This Contract shall be closed (the "Closing") at the offices of the
Title Company on or before December 1, 1995.
9.
(a) Current ad valorem taxes shall be prorated at the Closing effective as of the
date of the Closing. If the Closing should occur before the ad valorem tax rate is fixed for
the then current year, the proration of current ad valorem taxes shall be made upon the
basis of the tax rate and assessed valuation for the previous year. If there are items
affecting the Property which are not mentioned above, but which would normally be
4
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prorated in similar transactions in the county in which the Property is located, such items
shall be prorated at the Closing effective as of the date of the Closing in the manner
customary in similar transactions in such county, or if there is no established custom shall
be divided equally between Seller and Purchaser.
(b) All insurance covering the Property held by Seller, if any, shall be cancelled
by Seller at the Closing, and Seller shall be entitled to all refunds for prepaid premiums, and
Purchaser shall obtain Purchaser's own insurance covering the Property.
10. Seller's Obligations at the Closing. At the Closing, Seller shall do, or cause
to be done, at Seller's sole cost and expense, the following:
(a) deliver to Purchaser possession of the Property subject only to the Permitted
Encumbrances;
(b) execute, acknowledge and deliver to Purchaser a general warranty deed, dated
as of the date of the Closing, duly executed and acknowledged by Seller, subject only to the
Permitted Encumbrances;
(c) Cause the Title Company to issue to Purchaser the usual form of Texas
Owner's Policy of Title Insurance with liability in the full amount of the Purchase Price, and
assuring unto Purchaser good and indefeasible title to the Property subject only to the
standard printed exceptions (modified as hereinafter set forth), and the Permitted
Encumbrances. The standard printed exceptions shall be modified to include the survey
exception which shall be modified to delete all provisions thereof except "shortages in area".
The cost of such policy of title insurance, in the form set forth herein and pursuant to
Paragraph 4 hereof, shall be bome entirely by Seller;
(d) pay one-half (1/2) of the Title Company's escrow fee, recording fee for the
General Warranty Deed, and his own attorneys' fees, and other Closing costs customarily
charged to a seller in a similar transaction in the county in which the Property is situated;
and
11. Purchaser's Obligations at the Closin . At the Closing, Purchaser shall, at
Purchaser's sole cost and expense, do the following:
(a) pay to Seller the Purchase Price in cash or by a certified check;
(b) execute and deliver or obtain for delivery to the Title Company any
instruments reasonably necessary to close this Contract, including by way of example but not
limitation, closing statements and evidence of the authority of the party executing
instruments on behalf of Purchaser; and
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(c) pay one-half (1/2) of the Title Company's escrow fee and its own attorneys'
+ fees, and any other closing costs customarily charged to a purchaser in a similar transaction
in the county in which the Property is situated.
12. Remedies.
(a) If Purchaser fails or refuses to consummate the purchase of the Property
pursuant to this Contract at the Closing for any reason other than termination of this
Contract by Purchaser pursuant to a right so to terminate expressly set forth herein, then
Seller shall have the right to terminate this Contract by giving written notice thereof to
Purchaser at or prior to the Closing. If Seller terminates this Contract because of a breach
thereof by Purchaser, then neither parry hereto shall have any further rights or obligations
hereunder, and the Title Company shall deliver the Earnest Money to Seller, the amount
of the Earnest Money being liquidated damages. It is agreed that the amount of the
Earnest Money to which the Seller is entitled hereunder is a reasonable forecast of just
compensation for the harm that would be caused by Purchaser's breach and that the harm
that would be caused by such breach is such that accurate estimation would be very difficult
or impossible.
•
(b) If Seller fails or refuses to consummate the sale of the Property pursuant to
{ this Contract at the Closing for any reason other than the termination of this Contract by
Seller pursuant to a right so to terminate expressly set forth in this Contract or Purchaser's
failure to perform Purchaser's obligations under this Contract, then Purchaser shall have the
right to terminate this Contract or enforce specific performance of Seller's obligations under
this Contract. If Purchaser terminates this Contract pursuant to a right so to terminate
E expressly set forth in this Contract, then neither party hereto shall have any further rights
' or obligations hereunder, and Title Company shall deliver the Earnest Money to Purchaser,
free of any claims by Seller or any other person with respect thereto.
' 13. Commissions and Fees. Each party hereby warrants and represents to the
! other that neither has authorized other real estate commissions or fees in connection with
this transaction. Both parties shall indemnify and hold each other harmless from any loss,
liability, damage, cost or expense (including, without limitation, reasonable attorneys' fees)
paid or incurred by either party by reason of any claims for broker's, finder's or real estate
commissions or fees alleged to have been authorized by the other parry.
14. Saturday. Sund vs. Holidays. If the final date of any period which is set out
in any paragraph of this Contract falls upon a Saturday, Sunday or legal holiday under the
laws of the United States or the State of Texas, then, and in such event, the time of such
period shall be extended to the next day which is not a Saturday, Sunday or legal holiday.
•
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15. Notices,
(a) All notices, demands and requests which may be given or which are required
to be given by either party to the other shall be in writing.
(b) All notices, demands and requests by Purchaser to Seller shall be deemed
given on the earlier to occur of (i) actual receipt of same by Seller or the third day after
(ii)
same is deposited with the United States certified or registered mail, postage fully prepaid,
j return receipt requested, addressed to Seller as follows:
I
Fred W. Keller
8032 E. SH. 21
Bryan, Texas 77808
with a copy to:
(Attorney) „
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or at such other place as such parties may from time to time designate in a written notice
to Purchaser.
(c) All notices, demands and requests by Seller to Purchaser shall be deemed
given on the earlier to occur of (1) actual receipt of same by Purchaser or (ii) the third day
after same Is deposited with the United States certified or registered mail, postage fully
prepaid, return receipt requested, addressed to Purchaser as follows:
Judge Alvin W. Jones
300 F- 26th St., Room 114
Bryan, Texas 77803
with a copy to:
Patricia E. Meronoff
3131 Briarcrest Drive, Suite 200
Bryan, Texas 77802
or at such other place as such parties may from time to time designate in a written notice
to Seller.
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16. Miscellaneous.
i (a) This Contract embodies the entire agreement between the parties and cannot
be varied except by the written agreement of the parties.
!
(b) In the even either party to this Contract commences legal action of any kind
to enforce the terms and conditions of this Contract, the prevailing party in such litigation
shall, to the extent not prohibited by applicable law, be entitled to collect from the other
party all costs, expenses and attorneys' fees incurred in connection with such action.
(c) Words of any gender used in this Contract shall be held and construed to
include any other gender and words in the singular number shall be held to include the
plural, and vice versa, unless the context requires otherwise.
(d) The captions used in connection with the paragraphs of this Contract are for
convenience only and shall not be deemed to expand or limit the meaning of the language
of this Contract.
(e) This Contract shall be binding upon and inure to the benefit of the parties
hereto and their respective legal representatives, successors and assigns.
(f)' Time is of the essence in the performance of this Contract.
(g) All exhibits, attachments, annexed instruments and addenda referred to herein
shall be considered a part hereof for all purposes with the same force and effect as if copied
verbatim herein.
(h) This Contract shall be governed by and construed in accordance with the laws
of the State of Texas.
(i) This Contract may be executed in several counterparts, each of which shall be
deemed an original, and all of which shall constitute but one and the same instrument.
(j) Seller is not a "foreign person" as that term is used in §1445 of the Internal
Revenue Code, and Seller agrees to furnish Purchaser with a non-foreign certification or any
other documentation required under Internal Revenue Code §1445 to evidence that Seller
is not a "foreign person".
VOL PAGE 1f
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EXECUTED as of the respective dates of the signatures but effective upon delivery
in fully executed form, together with the Earnest Money, to the Title Company.
SELLERS
FRED W KELLER
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MARILYN KELLER
PURCHASERS
BRAZOS COUNTY, TEXAS
By: C' - 'C YA-O-,%
Judge Alvin W. Jon
RECEIVED AND EFFECTIVE as of this day of .1987.
LAWYERS TITLE COMPANY OF
BRAZOS COUNTY
By.
Title:
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WEST PUBLISHING CORPORATION ORDER FORM
620 OPPERMAN DRIVE, P.O. BOX 64833, ST. PAUL, MN 55164-1803 TEL: 612/687-8000 Account N PO w Date IO-1& 19 95 WM
Name iiRAZOS CJUNI f ILISTRICT CvUFTS
A rm ATTN : CJUNTY AULITJri JJHN REYNJI W ttW1% 314 300 rAziT 2611-,
City BAYAly State TX yip 77803 SSa/FEIN#
Contact Person JyHI4 HEYNJLAS Telephone (t4g9jFjf# 361-4354
Sales Representative W13 JONES (713) 963-0333 Order Number
PC or Number of Subscription Service Subscription Charge initial Charges
CD-ROM Libraries ('TRIAL CUURT) LIBRARY) Concurrent Users (Full or Reference) Monthly Annual
JaAs CASu:S(SIWLd 230-DATE)
NW-4
FULL
$
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PREMISE Research-For use with West Libraries Selection: O DOS Windows O Macintosh = - -
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Unpaid purchase price or balance of beense fee(s) for previously delivered products listed below:
Combined total of this order and of above listed products previously delivered _
Terms: $ -0- initial payment and; plus tax, per month for approximately months, beginning 30 days from
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to be bound by them.
WEST PUBUiSHING CORPORATION CUSrp
BY SIGNATURE Q CWW.
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if customer is not a lawyer or partnership oflawym the following trust be completed by s lawyer perama"r. I ague to these cants and mono guarantee pwru ad--
this contract and adw iptlM aerobe fumWW dxn nldec
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• WEST PUSUSHING CORPORATION ORDER FORM
ADDITIONAL 1MR143 AND CONDITIONS
1. Governing Agreements. Ibis Order Form Is it binding agreement. Customer adcrimledges and agrees that the West products ordered on this Order Form are
governed by its terms and also by the separate agreements between Customer and West Identified below. Terms used in this Order Form have the me:uiings attributed to
them in the separate agreensents.
man
a) West CD-ROM Mirada"
b) PREMISE* Research Software
. c) PREMISE' Publisher
d) West Books
e) West's- Desktop Practice Systems'
f) CD-ROM Equipment
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Subscriber Agreement")
CD-ROM Libraries Subscnber Agreement and PREMISE Software License Agreement
PREMISE Publisher Software License Agreemmt
No separate agreement necessary
West's Desktop Practice Systems license Agreement
CD-ROM Libraries Subscriber Agreement
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party. Subscription service for each West product may consist of the following:
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TY WESTLAW AccEss
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AGREEMENT entered into between 1✓ "ZOS COUNTY-DISTRICT (c) Rights in Data and Data Architecture
i UOU RTS
Except for the CD-ROM License granted herein, all right, title and
("Subscriber") and West Publishing Corporation ("West") regarding
interest in the CD-ROM Data, in all languages, formats and media
West CD-ROM Libraries and WESTLAW, as follows:
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Subscriber agrees to subscribe to the West CD-ROM Libraries ("Librar-
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Subscriber may use CD-ROM Data contained in West's Legal Directory i
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distribution to third parties is prohibited. Subscriber may download,
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store and use CD-ROM Data consisting solely of Subscriber's own list- r
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or complimentary advance sheets.
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(a) License
West may issue update CD•ROMs ("Update CD-ROMs") as part of a
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may issue supplemental CD-ROMs ("Supplemental CD-ROMs") or
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ice or off-Site on stand-alone PCs. Each Library is
access to the S
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•
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~
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License -Asreement -if Subscriber does rm-so av t, Subscriber may ,
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return the unopened copy of PREMISE to West for a full refund of any
q PPJDAM license fee paid.
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(b) Update Service
. West may issue PREMISE updates from time to fink. One copy of any
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ed license to WESTLAW (which includes "Features" as defined below),
and certain third party gateway services ("Gateways") available through
WESTLAW. Subscriber may access WESTLAW and Gateways at such
times as they are generally available and use data made available to
Subscriber on WESTLAW and Gateways ("WES'TLAW Data," which
includes "Downloaded WESTLAW Data" as defined below) solely in
the regular course of legal and other research and related work. Except
as otherwise provided herein, such license includes the right to
download and temporarily store insubstantial portions of WESTLAW
Data ("Downloaded WESTLAW Data") to a storage device under
Subscriber's exclusive control solely (i) to display internally such
Downloaded WESTLAW Data and (ii) to quote from such
Downloaded WESTLAW Data (appropriately cited and credited) in
memoranda, briefs and similar work product created by Subscriber.
Subscriber may also create printouts of WESTLAW Dana for internal
use and for distribution to third parties if such third parties agree not to
further distribute the printouts.
10. Limitation of License
Neither the WESTLAW Data not any portion thereof may be copied,
downloaded, stored, published, transmitted, transferred, sold or other-
wise used, in any form or by any means, except (i) as expressly permit-
ted herein, (ii) with West's prior written permission, or (iii) if not
otherwise expressly prohibited by this Agreement, as allowed by the fair
use provision of the Copyright Act (17 U.S.C. 6 107). Subscriber shall
not store or use Downloaded WESTLAW Data in a searchable database
except as quoted in Subscriber's work product. Further, Subscriber shall
not sell or license WESTLAW Data (including printouts and
Downloaded WESTLAW Data) to third parties or use WESTLAW
Data as a component of or as a basis for any material offered for sale
or licem.
11. Rights in WESTLAW Data
Except for the license granted herein, all right, title and interest in
WESTLAW Data, in all languages, formats and media throughout the
world, including all copyrights therein, are and shall continue to be the
exclusive property of West, WP and other Contributors of
WESTLAW Data.
12. WESTLAW Charges
Charges payable for access to and use of WESTLAW ("WESTLAW
Charges") by means of PREMISE will be as stated in the Schedule A
WESTLAW/CD Price Plan designated on the final page of this
Agreement ("WESTLAW/CD Price Plan") or as otherwise agreed by
the parties. In addition, Subscriber may elect a )WESTLAW Subscriber
Agreement Schedule A Price Plan ("WESTLAW Price Plan") which
will govern the WESTLAW Charges to be paid for Subscriber's access
to and use of WESTLAW by means other than PREMISE. WESTLAW
Price Plans may have minimum usage requirements and a minimum
required term WESTLAW usage by means of PREMISE will not apply
to any minimum usage requirements under a WESTLAW Price Plan.
Subscriber may add or change a WESTI-AW Price Plan by giving West
written notice at least 30 days prior to the first day of a WESTLAW
billing cycle, effective as of the first day of such billing cycle. No
WESTLAW Price Plan may be adopted for less than a three month
period. For new WESTLAW Subscribers, WESTLAW Charges shall
commence on the date Subscriber first accesses WESTLAW or a
Gateway. If Subscriber's WESTLAW usage under an Existing
WESRAW Agreement is governed by a WESTLAW Price Plan 1C or
1D, minimum WESTLAW usage requirements will be waived
beginning twelve months after the first day of the month following the
effective date of the Existing WESTLAW Agreement so long as
Subscriber remains a Libraries Subscriber.
13. WESTLAW Features and Gateways
From time to time, West may notify Subscriber that certain
WE,ST7AW databases or other features ("Features") or Gateways are
available to Subscriber on or through WESTT-AW. Access to and use
of Features and Gateways may be governed by terms and conditions,
including charges, which are different than those set forth herein
("Additional Terms"). Subscriber may be notified of Additional Terms
in writing or online. By using such Features or Gateways, Subscriber
agrees to, and shall be obligated to comply with, all such Additional
Terms as well as the terms and conditions hereof.
14• West's Legal Directory
Subscriber may use Data contained in WLD internally in the regular
course of Subscriber's business. Use of WLD to create mailing or mar-
keting lists for commercial purposes or for distribution to third parties is
prohibited. Subscriber may download, store and use Data consisting
solely of Subscriber's own listing on WL-D in a searchable database.
15. Prentice Hall Legal & Financial Services Public Record Databases
Prentice Hall Legal & Financial Services Public Record Databases
("Public Record Databases") may be used in connection with transac-
tions involving businesses or involving individuals acting in business or
commercial capacities. Use of Public Record Databases listings con-
taining information on individuals in connection with transactions
involving a consumer as defined in the Fair Credit Reporting Act, 15
U.S.C. J 1681 et seq., is prohibited. Such prohibited uses include but
are not limited to (i) a credit transaction involving the consumer and
involving the extension of credit or review or collection of credit
accounts of the consumer, (ii) determination of the consumer's eligi-
bility for employment, NO determination of eligibility for insurance
involving the consumer, (iv) determination of the consumer's eligibility
for any governmental license or benefit, and (v) a business transaction
involving an individual acting in a consumer capacity. Further, use of
any listing containing information on individuals acting in their indi-
vidual capacities in any judicial or administrative proceeding, including
any discovery, is prohibited
. .
VOL ..PAGE
Y ,
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16.WESTLAW Software
PART IV: GENERAL PROVISIONS
'From time to time, West may make available to Subscriber certain
23. Responsibility for Certain Matters
software for use in connection with WESTLAW. Such software, new
Subscriber shall be responsible for all access to and use of the Libraries,
versions thereof and the accompanying user documentation are referred
CD-ROM Data, PREMISE, WESTLAW, WESTLAW Data, Software,
to collectively herein as "Software." Subscriber shall pay West's charges
Gateways and Equipment by Subscriber's personnel or by means of
for such Software ("Software Charges") as set forth in the then-current
Subscriber's equipment or WESTLAW passwords, whether or not
Schedule 84 WESTLAW Software Order Form. All Software shall be
Subscriber has knowledge of or authorizes such access and use.
w
licensed to Subscriber under a license agreement which shall be
24. Disclaimer of Warranties and Limitation of Liability
enclosed with the Software. By opening the package and using the
(a) Disclaimer of Warranties
i
Software, Subscriber agrees to be bound by the terms and conditions of
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, IN SCHED-
the accompanying license agreement. If Subscriber does not so agree,
ULES HERETO OR IN APPLICABLE LICENSE AGREE-
i
Subscriber may return the Software to West for a full refund of any
MENTS, THE LIBRARIES, WESTLAW, CD-ROM AND WEST-
j
fee paid.
LAW DATA, GATEWAYS, EQUIPMENT, PREMISE AND
PART 111: EQUIPMENT
SOFTWARE ARE PROVIDED "AS IS," WITHOUT WARRAN-
17. Equipment
TY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING,
i
From time to time, West may make available to Subscriber certain
BUT NOT LIMITED TO, THE WARRANTIES OF PERFOR-
equipment ("Equipment") by purchase ("Purchased Equipment") or
MANCE, MERCHANTABILITY OR FITNESS FOR A PARTIC.
lease ("Leased Equipment") for use in connection with Libraries or
ULAR PURPOSE.
WESTLAW. Subscriber shall pay West's charges for such Equipment
(b) Limitation of Liability
("Equipment Charges") as set forth in the then-current Libraries Order
Subscriber's exclusive remedy and West's, WP's, Contributors and/or
Form or Schedule B1 WESTLAW Equipment Order Form. Leased
West's suppliers' entire liability hereunder, if any, for any claim(s) for
Equipment shall be leased for a term of no less than one year from the
damages made against them, individually or jointly, whether based in
date upon which such Equipment is delivered to Subscriber, provided,
contract or negligence, shall be as follows: (i) any claim(s) relating to
however, that such leases shall terminate upon termination of this
Libraries or CD-ROM Data shall be limited to the amount of CD-ROM
'
J
Agreement if Subscriber has no other valid WESTLAW subscription in
Charges paid by Subscriber relative to the period of occurrence of the
effect at the time of termination of this Agreement.
events which are the basis of the claim(s); (ii) any claim(s) relating to
18. Ownership and Use of Leased Equipment
WEST LAW, WESTLAW Data or Gateways shall be limited to the
Leased Equipment shall remain the sole and exclusive property of West.
amount of WESTLAW Charges paid by Subscriber relative to the peri-
rl
Subscriber shall not take any action which may, directly or indirectly,
od of occurrence of the events which are the basis of the claim(s); and
impair the value of the Leased Equipment or West's right, title and
NO any claim(s) relating to Equipment, including any claim(s) for
interest therein and shall immediately notify West of any legal proceed-
property damage or personal injury, shall be limited to the amount of
ing affecting such Leased Equipment. Leased Equipment shall be kept
Equipment Charges paid by Subscriber for the Equipment in question.
in Subscriber's sole possession at the address(es) specified on the applic.
Notwithstanding the foregoing, West, WP, Contributors and/or West's
able Schedule BI. West may enter Subscriber's premises during normal
suppliers shall have no liability whatsoever to Subscriber for any
business hours to remove such Leased Equipment if Subscriber is in
claim(s) relating in any way to Subscriber's inability or failure to per-
material breach of this Agreement.
form legal or other research or related work or to perform such research
19. Purchased Equipment Warranty and Service Agreement
or related work properly or completely, even if assisted by West or WP.
'
Purchased Equipment shall be covered by the applicable warranties or
In no event will West, WP, Contributors or West
s suppliers be
exemplary, inciden.
liable for any lost profits or other consequential
service agreements set forth in the applicable Libraries Order Form or
Schedule B1.
,
tal, indirect or special damages arising out of this Agreement or
20. Leased Equipment Warranty
Subscriber's use of Libraries, WESTLAW, Gateways, Equipment,
PREMISE or Software, even if advised of the possibility of such lam-
West warrants that it shall maintain Leased Equipment in good operat-
ages. Further, West and WP shall have no lability whatsoever to
ing condition. West shall perform all repairs and maintenance of
Subscriber for any claim(s) relating in any way to any Gateway.
Leased Equipment, or, at its option, may replace such Equipment.
Limitations of Claims
25
Subscriber will be billed for all damage to and repair or maintenance of
Leased Equipment resulting from misuse, abuse, theft or any other
.
Except for claims relating to CD-ROM Charges, WESTLAW Charges,
,
cause, normal use excepted. Subscriber's exclusive remedy for breach by
Software Charges and Equipment Charges (collectively, "charges") or
tl
West of the Leased Equipment warranty shall be repair of the defective
improper use of a Library, CD-ROM Data, PREMISE, WESTLAW,
'
Leased Equipment or replacement upon its return to West. If West is
Gateways, WESTLAW Data or Software. no claim, regardless of form,
unable to repair or replace defective Leased Equipment, Subscriber's
which in any way arises out of this Agreement or the use of, or inability
exclusive remedy shall be to obtain a refund of the Equipment
to use, Libraries, CD-ROM Data, PREMISE, WESTLAW, WEST LAW
Charge(s) paid for the Leased Equipment in question during the period
Data, Gateways, Software or Equipment may be made, nor action based
such Equipment was defective.
upon such claim brought, by either party hereto more than one year
,
21. Purchase Money Security Interest
after the basis for the claim becomes known to the parry desiring to
f
party, retains a
Subscriber, as debtor, grants West, and West, as secured
asses it.
26. Modification of Charges
aA
purchase money security interest in Purchased Equipment, including all
accessions and attachments thereto and any pmereeds thereof, until the
Charges other than CD-ROM Charges may be modified prior to the
app:icable Equipment Charges are paid in full.
effective date of this Agreement and upon at least 30 days prior notice
22- Risk
to Subscriber in writing or online. CD-ROM Charges may be modified
r
'
Except as specifically provided herein, as of the date of delivery-of
at any time without prior notice.
Equipment, Subscriber assumes all risk of loss and liabilities, whether or
not covered by insurance, for any damages to or loss of Equipment or for
27. Billing and Payment
FROM Charges will be invoiced as stated on the Libraries Order
property damage or personal injury arising out of or related to the
Forma. All other Charges will be invoiced after the end of each
,
Equipment provided hereunder.
WESTLAW billing cycle. Charges are exclusive of sales, use and other
y
taxes. which are the responsibility of Subscriber. Subscriber shall pay all
invoices in full within 30 days of receipt. If full payment is not made,
Subscriber may be charged up to the mnotimnun legal interest on the
f
unpaid balance.
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31. Force M*ure
• West Publishing Company may exercise any rights of perform any
West's performance hereunder is subject to interruption and delay due'
obligations hereunder on behalf of West.
to causes beyond its reasonable control such as acts of God, acts of any
29. Entire Understanding and Amendment
governmem war or other hostility, civil disorder, the elements. fire,
This Agreement, including all applicable Libraries Order Forms,
explosion. power failure, equipment failure, industrial or labor dispute,
Schedules and Additional Terms, and any Existing WESTLAW
inability to obtain necessary supplies and the like.
Agreement embody the entire understanding between the parties with
32. Notices
respect to the subject matter hereof and supersede any and all prior
All notices hereunder shall be given in writing to West Publishing
understandings and agreements, oral or written, relating thereto.
Corporation at 620 Opperman Drive, P.O. Box 64833, St. Paul,
Except as otherwise provided herein. West may amend the terms and
Minnesota 55164-0883, Attention: James E. Taylor, and to Subscriber
conditions of this Agreement by giving Subscriber at least 30 days prior
in writing or online at the address set forth below.
written or online notice thereof. Any other amendment must be in
33. Governing Law
writing and signed by both parties.
This Agreement shall be governed by and construed under the laws of
30. Term and Termination
the State of Minnesota, U.S.A.
(a) Effective Date
34. General Provisions
This Agreement and each Libraries Order Form incorporated herein
Neither this Agreement nor any part or portion hereof shall be assigned,
will become effective upon approval and execution by West in St. Paul,
sublicensed or otherwise transferred by Subscriber without West's prior
Minnesota.
written consent. Should any provision of this Agreement be held to be
(b) Termination
void, invalid, unenforceable or illegal by a court, the validity and
Subscriber may terminate any one or more Library subscriptions by
enforceability of the other provisions shall not be affected thereby.
returning the Library(ies) to West, together with a written notice of ter-
Failure of either parry to enforce any provision of this Agreement shall
urination. If Subscriber terminates all its Library subscriptions but an
not constitute or be construed as a waiver of such provision or of the
Existing WEST LAW Agreement is in effect. this Agreement will termi-
right to enforce such provision. The headings and captions contained
nate and all subsequent WESTLAW access and use by Subscriber will
in this Agreement are inserted for convenience only and shall not con-
be governed by the Existing WEST LAW Agreement. If Subscriber ter.
stitute a part hereof.
minates all its Library subscriptions but no Existing WESTLAW
Agreement is in effect, this Agreement will terminate, effective 30 days
SUBSCRIBER
after termination of all Library subscriptions, unless Subscriber elects to
FirmNuru BRAZ S CWN'ff DISTRICT COURTS
continue its WES r1AW subscription under an applicable WESTLAW
Price Plan which may have minimum usage requirements. If Subscriber
AlV1 : NUrrl: AUDITuR
so elects, this Agreement will remain in effect until terminated by
JU&N fC_ Y1';0LW
either party upon 30 days prior written notice of termination. West may
Office Location
terminate a Library subscription if such Library is no longer commercial-
300 E. 26th AVE*
ly available from West by giving Subscriber at least 30 days prior written
RJUP, 314
notice of termination.
(c) Termination Upon Breach
bRYAN, TX. 77803
West may terminate this Agreement, including all Libraries subscrip-
tions a,id the WEST'LAW sub6criptivn, immediately upon giving writ-
aw TUi~'T REYN31,1xi
ten notice of ten~nination to Subscriber if Subscriber commits a material
(409) 361-4354
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breach of this Agreement or of any obligation to West under any other
.
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agreement between the parties. Subscriber may terminate this
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immediately upon giving written notice termination to West if West
Printed Name
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commits a material breach hereof.
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(d) Obligations Upon Termination
Upon termination of any Library subscription-by either party,
10-18-95'
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Subscriber shall return the terminated Library(ies) to West according to
West's directions. Upon terrimination of a Library subscription. Wm at
WEST PUBLISHING CORPORATION
its option, may declare all Charges with respect to such subscription
By - -
immediately due and payable, including all unmatured installments of
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initial Charges and the full subscription a-targes for any minimum ini-
Date
tial subscription term agreed to by Subscriber. Upon any termination of
this Agreement, the PREMISE licenses granted hereunder shall also ter.
minate and Subscriber shall comply with its obligations under the
applicable license agreements.
Price Plan (Must be completed)
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LEASE AGREE1ViENT "
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This lease Agreement is made and entered into this 30thday of October, 1995
by, and between MIKE HENSARLING of Brazos County, herein called "Lessor", and
BRAZOS COUNTY, TEXAS herein called "Lessee".
In consideration of the mutual covenants and agreements herein set forth, and
other good and valuable consideration, Lessor does hereby demise and lease to
Lessee, and Lessee does hereby lease from Lessor, the following described premises
located in Brazos County, Texas:
Office and storage space (approximately 428 sq. ft.) in the buildin located
at 14821 FM 2154 which is on the corner of FM 2154 and Church Street in Wellborn to '
f
Y include water and sewer along with restroom. It will also provide handicap access.
TERM
The term of this lease shall be for a period of eleven months commencing on
November 1, 1995 and ending on September 30, 1996.
t
RENT
Lessee agrees to pay to Lessor as rent for the leased premises the sum of ONE
HUNDRED FORTY DOLLARS ($140.00) per month on the first of each month.
• USE OF PREMISES
Y •
The leased premise shall be used only as office and storage space and Lessee t~
b
shall not permit the leased premises or any part thereof to be use for: (a) the
u „
conduct of any offensive, noisy, or dangerous activity that would increase the
premiums for fire insurance on the leased premises; (b) the creation or maintenance
of a public nuisance; (c) anything which is against public regulations or rule of
any public authority at any time applicable to the leased premises; or (d) any
~
e
purpose or in any mann r which will obstruct, interfere with, or infringe on the
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rights of other tenants or adjoining property owned by Lessor, nor shall the leased
• rpremises be occupied by any person or persons other than the. person on persons... _
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premises be occupied by any person or persons other than the person or persons
authorized by Lessee.
INDEMNITY AGREEMENT
Lessee agrees to indemnify and hold Lessor and the property of Lessor,
including the leased premises, fee and harmless, from any and all liability for injury
to, or death of, any person, including employees of Lessee or for damage to property
arising from the use and occupancy of the leased premises by Lessee or from the act
z
` or omission of any person, or persons, including employees of Lessee, in or about
the leased premises with the express or implied consent of lessee; provided that
' nothing in this agreement shall expand or enlarge the liability of lessee greater than
that of Lessee under the Texas Tort Claims Act.
ALTERATIONS AND IMPROVEMENTS
r Lessee shall make no alterations to the building on the leased premises nor
F
' construct any buildings or other improvements on the leased premises without first
having obtained the written consent of Lessor.
LESSOR REPAIRS'
Lessor shall, at his expense, change, clean, or replace all air conditioning
filters as he deems necessary for the proper maintenance of the air conditioning
equipment. Lessor shall, after notice and at his expense, make all roof, floor (other
r '
than surface material), pavement, electrical, plumbing. air condition, heating,
,s
k '
structural repairs and replacements, including but not limited to those required by
public authorities, all repairs and replacements to and painting of the exterior walls,
' (outside doors and overhead doors are considered as outside walls). Lessor shall
replace all broken window and plate glass except damage resulting from negligence
of Lessee. If Lessor fails or neglects within a reasonable time to make repairs or
corrections which, under the terms hereof Lessor is required to make after written
2
VOL A/zo AQ X06
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140
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notice to Lessor by Lessee, or having started such repairs or corrections, Lessor
fails to complete them within a reasonable time, Lessee may cause such repairs or
corrections to be made or completed at Lessor's cost and expense and may deduct
from subsequent installments of rent an amount sufficient to reimburse itself for
costs and expenses incurred. Unless otherwise herein provided, all normal repairs,
painting and replacements to the inside of buildings shall be made at the expense of
Lessee which shall surrender the same at the end of the Lease term or any extension
thereof in substantially as good condition as when received, ordinary wear and tear,
damage by fire or the elements and unavoidable casualties excepted. {
DESTRUCTION OF PREMISES
Should any building or improvements on the leased premises be damaged or
destroyed by fire, the elements, acts of God, or other causes not the fault of Lessee
or any person in or about the leased premises with the express or implied consent
of Lessee, they shall be repaired or replaced by Lessor at his own cost and expense
and the rent payable by Lessee pursuant to this lease shall be abated to the extent
such damage or destruction renders the leased premises uninhabitable by Lessee.
Provided however, should the cost of repairing or restoring any buildings or
improvements so damaged or destroyed exceed twenty-five percent (25%) of the
replacement cost of all buildings and improvements now located on the leased
premises, or if more than fifty percent (50%) of the total floor space of the leased
premises shall be rendered unfit for Lessee's occupancy this lease may be terminated
by either party by ten (10) days written notice. If less than fifty percent (50%) of
the total floor space of leased premises shall be uninhabitable and repair and
restoration can be accomplished within ninety (90) days, Lessor may, at his option,
either repair and restore the damaged buildings and improvements or cancel this
lease and return any unearned rent previously paid by Lessee under this lease.
3
VOL. _PAG1E....~~~
4 0-1
CONDITION OF PREMISES
Lessee stipulates that the leased premises, as well as all building and
improvements located thereon, are at the date of this lease in good order, repair and
a safe and clean condition.
UTILITIES
1 All charges for electricity shall be paid by Lessee. All charges for water and
4
other utility services shall be paid by Lessor.
F IMPROVEMENTS PROPERTY OF LESSOR
All alterations, changes, and improvements built constructed, or plac& in the
i
leased premises by Lessee, other than movable personal property shall, unless
i'
otherwise provided by written agreement between Lessor and Lessee, be the
f property of Lessor and remain in the leased premises at the expiration or sooner
termination of this lease. Lessee at the termination of the lease shall not be required
to restore the improvements to their original condition. Nothing contained in this
paragraph, however, shall authorize Lessee to make or place any such alteration,
f change, or improvements on the leased premises without having first obtained the
written consent of Lessor.
ASSIGNMENT AND SUBLETTING
Lessee shall not assign this lease nor sublet the leased premises or any
interest therein without first obtaining the written consent of Lessor, which consent
shall not be unreasonablv withheld. A consent by Lessor to one assignment or
4 '
subletting shall not be deemed to be a consent to any subsequent assignment or
3 '
subletting. An assignment or subletting without the written consent-of Lessor, shall
' be void and shall, at the option of the Lessor, terminate the lease.
4
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LESSEE'S RIGHT TO PERFORM
In the event Lessor violates or fails to perform any provisions or agreements
of the lease to be performed or complied with by Lessor, and such violation or failure
continues for fifteen days after written notice thereof to Lessor, Lessee may, in
addition to all remedies available to it, be entitled to perform on behalf of Lessor and
deduct all such payments from the rent.
DEFAULT BE LESSEE
Should Lessee be in default for a period of more than ten (10) days in the
payment of any rent payable under this lease or in the performance of any other
provision of this lease and such default continues for thirty (30) days after written
notice, Lessor may terminate this lease and regain possession of the leased premises
in the manner provided by the laws of the State of Texas in effect at the date of such
default.
HOLD OVER
At the expiration of this lease, should Lessee hold over for any reason
whatsoever, it is hereby agreed that in the absence of a written agreement to the
contrary, such tenancy shall be from month to month only under the same conditions
and at the same monthly rental as provided herein.
SUBORDINATION OF LEASE
This lease and Lessee's leasehold interest under this lease are and shall be
subject, subordinate, and inferior to any lien or encumbrance now on the leased
premises by Lessor.
RIGHT OF INSPECTION
Lessor and his agents have the right at all reasonable times during the terms
of this lease to enter the leased premises for the purpose of inspecting them and all
r1 h~
5
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building and improvements thereon; provided however that the right of inspection
shall not extend to any record, the disclosure of which is prohibited by law.
PARKING
Ample space will be provided for parking vehicles.
NOTICES
Any and all notices or other communication required or permitted by this lease
to be served on or given to either party to this lease by the other party hereto shall
be in writing and shall be deemed duly served and given when personally delivered
to the party to whom it is directed, or in lieu of such personal servic7, when
deposited in the United States Mail, postage prepaid, addressed to Lessor, Mike
Hensarling, P. O. Box 126, Wellborn, Texas 77881; addressed to Lessee, Brazos
County, 300 East 26th Street, Bryan, Texas 77803-5327, until otherwise notified.
Father party hereto may change his address for the purpose of this paragraph by
giving written notice of such change to the other party in the manner provided for
in this paragraph.
USE OF OFFICES
The leased premises are to be used as office and storage space for the
Constable, Precinct Two (2) of Brazos County.
LOCATION FOR RENT PAYMENT
Unless changed by written notice pursuant to the provisions in the above
heading under Notices, all rent payable under this lease shall be paid to Lessor at
P. O. Box 126, Wellborn, Texas, 77881.
ATTORNEY'S FEES
Should any litigation be commenced between the parties hereto concerning the
leased premises, this lease, or the rights and duties of either party in relation
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` thereof , the party prevailing in such litigation shall be entitled, in addition to such
relief as may be granted, to a reasonable sum as and for his attorney's fees in such
I
litigation.
TEXAS LAW TO APPLY
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.
LEGAL CONSTRUCTION
In case any one or more of the provisions contained in the agreement hall for
any reason be held to be invalid, illegal or unenforceable it 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 herein.
PRIOR AGREEMENTS SUPERSEDED
: This agreement constitutes the sole and only agreement of the parties hereto
and supersedes any prior understandings or written or oral agreements between the
parties respecting the within subject matter.
AMENDMENT
No amendment, modification, or alteration of the terms hereof shall be-binding,
n unless the same be in writing, dated subsequent to the date hereof, and duly
executed by the parties hereto.
OPTION TO RENEW
Lessee may renew this lease for one year by giving Lessor written notice of
such renewal at least thirty (30) days prior to the expiration of the then current
term. Each such renewal shall be upon the same terms and conditions.
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ATTEST:
Mary nn Ward
County Clerk
LESSOR:
MIKE HENSARLING
LESSEE:
BRAZOS COUNTY
By:__c444,,, evic
Alvirf -W . Jones
County Judge /q3p 9~
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STATE OF TEXAS
COUNTY OF BRAZOS
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This agreement is made between BRAZOS COUNTY, TEXAS, hereinafter called Lessor, and BRAZOS
VALLEY ART LEAGUE, hereinafter called Lessee is as follows:
Lessor, the Owner of the Brazos Center, a multiuse building and the adjacent grounds has agreed and
does hereby agree, to lease and demise unto Lessee, a portion of the Brazos Center, hereinafter described,
upon the following terms and conditions.
1. Lessee shall be entitled to the space allocated to it by the Director of the Center
for a term beginning October 1, 1995 and ending September 30, 1996. The space
allocated to Lessee is described in Attachment W hereto, which has been signed
by the Director of the Center.
2. A. In consideration therefore, Lessee agrees to pay the Lessor on the first day of
each calendar month during the term hereof, in advance, the sum of $50
representing the agreed monthly rental for use of such space as herein set forth.
B. In addition Lessee has permission to use Concourse and other space needed
which has been scheduled with the Brazos Center for three art shows per year.
Two shows, the Juried Art Show as well as the Nature in Art Show are to be the
responsibility of Lessee. At least one other show, the Youth Art Show, has
permission to use similar space scheduled with Brazos Center agreement if Lessee
has agreed to serve as prime consultants.
3. Lessee agrees to arrange and hang work of local artists on a continual basis In
Showcase III. Artists works chosen to be spotlighted are the sole responsibility of
Lessee. At least six artists per year will be featured.
4. Lessor shall furnish all utilities, including gas, water and electricity.
5. Lessee will pay the regular User fees for space used by it, other than space
allocated to it under this agreement.
6. Lessor does not provide and will not provide furnishings, custodial care, or
maintenance of the space allocated to Lessee under this agreement.
7. Lessee shall take good care of the space allocated to it, reasonable wear and tear
only excepted, and shall surrender the premises at the termination of this
agreement.
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8. Lessee agrees that no improvements to or alterations to the space shall be made
without the consent of Lessor in writing.
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8. Risk of loss of all property owned by Lessee shall remain with Lessee, it being
understood that Lessor will maintain no insurance on such property. Any insurance
desired by Lessee on Lessee's property shall be purchased by Lessee at its
expense.
10. Lessor shall not be liable to Lessee or the Lessee's employees for any damage to
person or property caused by the negligent act of Lessor, its agent, servants,or
employees or due to the act of any other tenant in the building, or due to any
defect or want of repair in any part of the building of which the allocated space
forms a part.
11. Lessee agrees to hold Lessor harmless from any and all claims, damages, expenses,
including attorney's fees, growing out of or arising from any negligent act on the
part of Lessee, its agent, servants or employees.
12. No sign shall be placed at, on, or about the premises by Lessee except with the
approval of the Center Director in writing.
IN TESTIMONY WHEREOF, the parties to this agreement have hereunto set their hands in duplicate,
the day and year written below.
BRAZOS COUNTY, TEXAS
ALVIN V4 JONES, B64ZOS COUNTY JUDGE
LESSOR
• Orr. 30, /q4'i''
DATE
BRAZOS VALLEY ART LEAGUE
PRESIDENT, BRAZOS VALLEY ART LEAGUE
LESSEE
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DATE
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