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HomeMy WebLinkAbout2004-11-23-9:00AM-RegularTHE CO SESSIOi COURTI SUITE 1. In~ 2. C~ Consider 3. Bt 4. Pe 5. Pa 6. Re C1 7. Re Y( 8. Re Ot 9. Re $1 10. Re Jo, BRAZOS COUNTY BRYAN, TEXAS NOTICE OF MEETING AND AGENDA BRAZOS COUNTY COMMISSIONERS COURT IMISSIONERS COURT OF BRAZOS COUNTY WILL MEET IN REGULAR ON 23 NOVEMBER 2004 AT 9:00 A.M. IN THE COMMISSIONERS DOM OF THE BRAZOS COUNTY COURTHOUSE, 300 E. 26TM STREET, i, BRYAN, TEXAS. )cation and Pledge of Allegiance - Commissioner Mallard for citizen's input and/or concerns. nd take action on agenda items 3 - 20: iget Amendment 04/05-8.1 ;onnel Change of Status. ment of Claims. uest from Jail Administration to reclassify Class 1511, Positions 71 through 75 from is 1511 (Detention Officer)4o Class 1515 (Detention Officer - Booking). -- ewal of the IRC Section 125/Cafeteria Plan Administration (FLEX Plan) with David K. Lng, Consultant, effective 01/01/2005. uest from Building Maintenance for approval of the bid of $17,100.00 submitted by A- utodoor System, Inc. for the purchase and installation of handicap doors at the Tax .ce, Courthouse, Brazos Center and the Brazos Valley Museum. uest from Building Maintenance for approval to pay the invoice from Terminix 0.00 for emergency pest control services. uest by Archie Clark, Precinct 1 Constable, for permission to appoint Jay T. Sartain and F. Thomas as non-paid Deputy Constables. VOL Cq- 11. Col 12. Ext 13. Am COIl 14. Ret the 15. Pn 16. 17. 18. Commissioners Court Agenda 23 November 2004 Page 2 ract with ISI Telemanagement Solutions, Inc. for long distance recording. asion of Bid 2003-054, Oversized Limestone Aggregate, until 30 December 2004. nded Blanket Maintenance Agreement with Ikon for copiers not covered by state 'act agreements for the period 10/01/2004 through 09/30/2005. ~wal of the Maintenance Agreement on the Sharp copier purchased for the Justice of eace, Pct. 2.2 office. ~ntation and approval of the Commissioners Court minutes for 7-23 July 2004 Workshop Session h. 20 August 2004 b. 26-30 July 2004 Workshop Session i. 23 August 2004 c. 3 August 2004 Regular Meeting j. 24 August 2004 d. 4 August 2004 Workshop Session k. 24 August 2004 e. 10 August 2004 Regular Meeting 1. 24 August 2004 f. 17 August 2004 Public Hearing m. 25 August 2004 g. 17 August 2004 Regular Meeting n. 31 August 2004 the following dates: Special Session Workshop Session Regular Meeting Public Hearing 1:00 pm Public Hearing 3:00 pm Special Meeting Regular Meeting Per ~ission to enter Dwayne Creel's property located off Shirley Road for the purpose of cle~ lng an approximate 50' x 50' area for sight distance for the health, safety and welfare oft general public. Site is located in Precinct 2. The ~nended Plat of lots 17, 18, 20, 33, 34 and 36 of block 4, Bentwood Estates Phase Tw, (volume 5856, page 177, official records of Brazos County), 126.616 acres, B.B.B. & C.l~l~ ?~' survey, A-82 and B. McGregor survey, A-170, Brazos County, Texas. Site is loc~ed in Precinct 1. Re~at[:[ of lots 7-R and 9-R out of lots 7, 8 and 9 - block 8, Resubdivision of Indian Lakes Ph~[4e One (volume 5978, page 150, official records of Brazos County), 4.971 acres, J. M. Baflflera survey, A-69, Brazos County, Texas. Site is located in Precinct 1. 19. Fin~ Cot ach 21.An 22. Cai 23. Ag{ 24. Ad The Brazos C services must Plat of Cornerstone Acres, 17.928 acres, Thomas M. Splane League, A-53, Brazos tty, Texas. Site is located in Precinct 2. aded Plat of Duck Haven: Subdivision, Phase One, lots 1-R through 13-R, 18.997 , (volume 4858, page 114, official records of Brazos County), B. McGregor survey, 0, Brazos County, Texas. Site is located in Precinct 1. ~uncement of interest items and possible future agenda topics. ['or citizen input and/or concerns. tcy/ Board / Committee reports by Court members. aty Courthouse is wheelchair accessible. Handicap parking spaces are available. Any request for sign interpretive made two business days before the meeting. To make arrangements, call (979) 361-4102. VOL.. x PAG£ COMMISSIONERS' COURT REGULAR MEETING NOVEMBER 23, 2004 A regular meeting of the Commissioners' Court of Brazos C¢ ~nty, Texas was held in the Brazos County Commissioners C¢ ~rtroom in the Courthouse in Bryan, Brazos County, Texas, b~ 'inning at 9:00 a.m. on Tuesday, November 23, 2004 with the f¢ lowing members of the Court present: Randy Sims, County Judge, Presiding; Eric Caldwell, Commissioner of Precinct 1; Duane Peters, Commissioner of Precinct 2; Kenny Mallard, Commissioner of Precinct 3; Carey Cauley, Jr., Commissioner of Precinct 4; Karen McQueen, County Clerk, Absent. The attached sheet contains the names of the citizens and ol [icials that were in attendance. Commissioner Mallard gave the invocation and led the pi ~dge of allegiance. Under citizen input/and or concerns the following spoke: Constable, Precinct 2, Donald Lampo a) Asked who pays for the annual hamburger luncheon. He st ~ted that it seemed to him that the Courthouse family feels t~ ~y are owed this. He thanked the Court for this and paying f( the luncheon from personal funds. /.,,bt PAGE t~ at ached. Cou~ meetingNovember23,2004 2 b) Commissioner Mallard apologized for running out of fc )d. He was not sure of the reason but would work to make it b( :ter next year. The Court next considered Budget Amendment #04/05-8.1 ti it would reallocate funds for the Certificates of Obligation 2 )3. On motion by Commissioner Peters, seconded by 'ssioner Mallard, the Court voted unanimously to approve budget amendment as submitted, a copy of which is The Court proceeded to consider the change of status of )loyees as submitted on the attached Personnel Action R~ uests. On motion by Commissioner Cauley, seconded by ti County Judge, the Court voted unanimously to approve the c~ nges as submitted. The Court next considered the following Claims as st ~mitted by the County Treasurer for payment: 7001413 through 7001646 Or motion by Commissioner Mallard, seconded by Commissioner C~ ~ley, the Court voted unanimously to approve the Claims as st ~mitted. The next matter before the Court was a request from the J~ il Administrator to reclassify Class 1511, Positions 71 t~ :ough 75 from Class 1511 (Detention Officer to Class 1515 6'/ PAGE Court meeting November 23, 2004 Dc ;ention Officer-Booking). c( C( 3 This is necessary to maintain iance with Texas Minimum Jail Standards. On motion by 'ssioner Peters, seconded by Commissioner Cauley, the C< ~rt voted unanimously to approve the request. The Court next considered the renewal of the IRC Section Ii 5/Cafeteria Plan Administration (FLEX Plan) with David K. Y( :ng, Consultant. Commissioner Mallard asked if the rate were ti same. He was informed that they were. On motion by Cc 'ssioner Mallard, seconded by Commissioner Cauley, the Cc :rt voted unanimously to approve the renewal. A copy is al ;ached. The Court next considered a request from Building M~ [ntenance for approval of the bid submitted by A-1 Autodoor S ~tem, Inc. in the amount of $17,100.00 for the purchase and il ~tallation of handicap doors at the Tax Office, Courthouse, B~ azos Center and the Brazos Valley Museum. On motion by ssioner Caldwell, seconded by Commissioner Cauley, the C( voted unanimously to approve the bid submitted by A-1 At ;odoor System, Inc. The Court heard another request from Building Maintenance f< approval to pay an invoice from Terminix. This is sc arate from the pest control contract. The Tax Office had a fl ~a problem inside the office area and Terminix was called to PAGE Cou~meetingNovember23,2004 4 ti ~at the area. Cost of treatment was $100.00. On motion by C( 'ssioner Peters, seconded by Commissioner Cauley, the C¢ ~rt voted unanimously to approve payment of the invoice to T( :minix. The Court next considered a request from Constable PI ~cinct 1, Archie Clark, to appoint Jay T. Sartain and Joe F. Ti ~mas, as non-paid Deputy Constables. On motion by ssioner Caldwell, seconded by Commissioner Cauley, the voted unanimously to approve the request from Constable C] ~rk to appoint Jay T. Sartain and Joe F. Thomas as non-paid Constables subject to appointment being within the a] Lotted number of deputies. The next matter before the Court was approval of a cr with ISI Telemanagement Solutions, Inc. for long d: stance recording. On motion by Commissioner Caldwell, s( by Commissioner Peters, the Court voted unanimously t( approve the contract with ISI Telemanagement Solutions, Il for long distance recording. A copy is attached. The Court next considered extension of Bid 2003-054, O' rsized Limestone Aggregate, until December 30, 2004. The P~ mary Vendor, Young Contractors is willing to continue s~ ling the oversized limestone aggregate at the same price f( the additional 30 day period but the Secondary Vendor, PAGE Cou~meetingNovember23,2004 5 Hi ~son Aggregates is not. On motion by Commissioner Caldwell, sc ~onded by Commissioner Peters, the Court voted unanimously tc extend Bid 2003-054, Oversized Limestone Aggregate, until Dc ~ember 30, 2004 with the Primary Vendor, Young Contractors. The next matter before the Court was consideration of the ~nded Blanket Maintenance Agreement with IKON for copiers nc covered by state contract agreements. The contract period i~ from October 1, 2004 through September 30, 2005. On motion bx Commissioner Peters, seconded by Commissioner Cauley, the C :rt voted unanimously to approve the amended blanket mc .ntenance agreement and authorized the County Judge to e> ~cute the document. A copy is attached. The Court next considered the renewal of the Maintenance Ac reement on the Sharp copier purchased for the Justice of the P, ice, Precinct 2, Place 2 office. Term of the agreement is J~ ~uary 22, 2005 through January 21, 2006 at a cost of $ )0.00. Commissioner Cauley asked if the price of the copier w~ worth the price of the maintenance agreement. He was told t~ t it is more expensive for maintenance on one copier, r~ ;her than several. Judge Truelove chose a Sharp rather than or from IKON, but the Sharp copier itself was less expensive. motion by Commissioner Peters, seconded by Commissioner M lard, the Court voted unanimously to approve the PAGE CouffmeetingNovember23,2004 6 mi Lntenance agreement and authorized the County Judge to e~ ~cute the document. A copy is attached. The Court next considered approval of the minutes of the C¢ ers' Court meetings held in July and August 2005 on following dates: Workshops July - 7th - 23r~ and 26th - 30th Regular Meetings August - 3rd , l0th ,17th, 24th , 31st Special Meetings August - 20th , 25th Public Hearings August - 17th , 24th (2) Or motion by Commissioner Peters, seconded by Commissioner ley, the Court voted unanimously to approve the minutes as s~ The Court next considered authorizing work outside of c¢ lnty rights-of-way for the health, safety and welfare of the gc ~eral public. The Road and Bridge Department requested pc :mission to enter the private property of Dwayne Creel on S~ _rley Road in Precinct 2 to clear approximately a 50 ft x 50 fl area for sight distance. On motion by Commissioner Peters, sc :onded by Commissioner Cauley, the Court voted unanimously tc authorize the work. The Court next considered approval of the Amended Plat of L( ;s 17,18,20,33,34 and 36 of Block 4 of Bentwood Estates Phase Two located in Precinct 1. Richard Vance, PAGE Cou~meetingNovember23,2004 7 C¢ ~nty Engineer, stated that he had reviewed the plat and oJ ~ered the following comment: 1) Subdivision is located within the Extra Territorial Jurisdiction of the City of College Station. Or motion by Commissioner Caldwell, seconded by Commissioner C~ :ley, the Court voted unanimously to approve the amending pl it of Lots 17,18,20,33,34 and 36 of Block 4 of Bentwood E~ nates Subdivision Phase Two, subject to the developer ir ~luding on the plat the exception noted by the County Er lneer. The Court next considered approval of the Re-Plat of Lots 7[ 8, and 9, Block 8, Re-Subdivision of Indian Lakes S~ division Phase One, 4.971 Acres located in Precinct 1. Ri ~hard Vance, County Engineer, stated that he had reviewed plat and offered the following comment: 1) Subdivision is located within the Extra Territorial Jurisdiction of the City of College Station. Or motion by Commissioner Caldwell, seconded by Commissioner C~ :ley, the Court voted unanimously to approve the Re-Plat of Lc ;s 7R, 8, and 9, Block 8, Re-Subdivision of Indian Lakes Si ~division Phase One, 4.971 Acres, subject to the developer ~ on the plat the exception noted by the County ineer. PAGE Coua meetingNovember23,2004 8 The Court next considered approval of the Final Plat of C¢ Acres Subdivision, 17.928 Acres located in PI ~cinct 2. Richard Vance, County Engineer, stated that he reviewed the plat and offered the following comment: 1) Cornerstone Acres Subdivision plat was previously approved by Commissioners Court March 30,2004; however, the plat was never submitted (by developer) to the County Clerk for recording. Current plat does include a minor change to lot (size) boundary lines. Subdivision is located in City of Bryan ETJ; Bryan has no objection to current plat as submitted. Ti County Engineer then recommended approval of the plat as mitted. On motion by Commissioner Peters, seconded by C¢ 'ssioner Cauley, the Court voted unanimously to approve ti final plat of Cornerstone Acres Subdivision, 17.928 Acres submitted. The Court next considered approval of the Amending Plat o Duck Haven Subdivision, Phase One, Lots 1-R thru 13-R and 1 -R, 18.997 Acres in Precinct 1. Richard Vance, County iineer, stated that he had reviewed the plat and offered the fc .lowing comment: 1 Subdivision is located within the Extra Territorial Jurisdiction of the City of College Station. O~ motion by Commissioner Caldwell, seconded by Commissioner Pc ;ers, the Court voted unanimously to approve the Amending Pi of Duck Haven Subdivision, Phase One, Lots 1-R thru 13-R L (,,q PAGE q/ Cc Court meeting November 23, 2004 9 al 18-R, 18.997 Acres subject to the developer including on t~ plat the exception noted by the County Engineer. Under announcement of interest items and possible future ac nda topics the following spoke: County Judge a) He received information from the Texas Association of Counties on using inmates for work projects. None of these inmates are forced to work but are volunteers. Someone from Smith County has filed a bill to correct the law saying inmates cannot be used for work project for non-profit. The County Judge has spoken to our representative, Fred Brown, in the Texas Legislature. There was no citizen input and/or concerns. Under Agency/Board/Committee reports by Court members, following spoke: Commissioner Mallard a) He attended a CUC luncheon in Austin where they discussed inmates used for work projects. The Lt. Governor, David Dewhurst, spoke on school tax reform. Also discussed was dropping the franchise tax and setting up a business tax. County Judge a) He attended a high speed rail meeting in Temple with Commissioner Mallard. This bill will have to be re- introduced or re-presented to the Legislature. In doing so, it will push the project back to May. It is listed in the transportation bill but there are no dollars attached to it. Commissioner Caldwell PAGE qoq Court meeting November 23, 2004 10 t~ a) He attended a meeting in Millican last night. He explained to the citizens the steps they will need to take now that Brazos County has determined that Millican is a city and the county will no longer be able to provide certain services. The meeting was well attended and went well. Mrs. Patricia Meronoff, legal counsel was there to answer questions. There being no further business to come before the Court, meeting was adjourned. PAGE Nc C( B] m~ Dt Cc :rt this the ~6~ ~zos County, Texas. ~dy ~/m~ mt~ Judge foregoing minutes of the Commissioners Court meeting held ember 23, 2004 have been examined and are approved in open , 2005, in Bryan, ~ne Peters ~nissioner, Precinct 2 LloydWWasserman Commissioner, Precinct 1 C4~missi~ner, Precinc~ 4' At :est: :en McQueen mty Clerk 3L b'i PAGE BRAZC MEETIN Name COUNTY COMMISSIONERS COURT ~,ON '~_~AAg~-~-~ ~'/ 200~ AT ~/q9 0_~ Organization/Department VOL ~ PAGE BRAZO MEETIN Name COUNTY COMMISSIONERS COURT :,ON I Organization/Department VOL ~ PAGE O following The follo~ TI for the 201 W conditiom following A] THE COI~ BRAZOS COUNTY, TEXAS BUDGET AMENDMENT(S) FOR THE 2004-2005 BUDGET YEAR NO. 04/05-8.1 this the 23rd day of November 2004 at a regular meeting of the Commissioners' Court, the ~embers were present: Randy Sims, County Judge, Presiding Eric Caldwell, Commissioner, Precinct 1 E. Duane Peters, Commissioner, Precinct 2 G. Kenny Mallard, Commissioner, Precinct 3 Carey Cauley, Jr., Commissioner, Precinct 4 Karen McQueen, County Clerk ng proceedings were held: AT WHEREAS, on 23 November 2004 the Court heard and approved a budget amendment ;-2005 budget year for Brazos County, Texas. [EREAS, an expenditure is necessary due to the necessity to meet unusual and unforeseen a/hich could not be reasonably included in the original budget adopted 25 August 2004 the nendment(s) to the original are hereby authorized, as described on the attached page(s). OPTED AND APPROVED this the 23ra day of November 2004. dlSSIONERS' COURT OF BRAZOS COUNTY, TEXAS. By:~ Original: '1~t lounty Clerk's Office and attached to the riginal budget Copies: IilCounty Auditor I IC~ounty Treasurer ommissioners' Court Minutes VOL PAGE q7 J BRAZOS COUNTY, TEXAS · BUDGET AMENDMENTS No. 04/05-8.1 11/23/2004 FD DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease 4800 63481000 80380000 DR Improvements- Courthouse 37,000.00 4800 63481000 80101000 CR Building Renovations 37,000.00 Certificate of Obligation 2003 - To move funds to allow for the completion of the Space Needs Assessmen VOL 6~ ¢ PAGE qoc' / / / VOL (~ PAGE PERSONNEL CHANGE OF STATUS DATE: November 23, 2004 DE ~T: Personnel ~O~]~: Approve Personnel Change of ~tatus EMPLOYEE NAME ACTION REQUESTED TAX HEARD, AMBRA N. DISCHARGED TECHNOLOGY GOLSON, TOM RESIGNATION ING MAINTENANCE LEDEZMA, RAUL RESIGNATION DI: GROTE, KRIS NEW HIRE CORBETT, REVA ZACHARY, DANA RESIGNATION ADDITIONAL DUTIES VOL ¢'_..__.__PAG£ CO1 DEl PUl ROA Apprl Coun (This PERSONNEL CHANGE OF STATUS page 2 of 2 RT DATE: November 23, 2004 kRTMENT: Personnel ,OSE: Approve .P.e.r.so..n .n.el..C.h.a.n. ~ e..o.f,St.at.u, s, mmlmlmmlmmmmmmmmlmlmm lmmllmmmmmmmmmmmmmmlmlm RTMENT NAME EMPLOYEE NAME ACTION REQUESTED ~ILE SERVICES DETENTION RAOELINA, YVES ALLEN, SHIRLEY BOOKER, SHERRIE TRANSFER WITHIN DEPT. RESIGNATION DISCHARGED AND BRIDGE IVERSON, CHARLES E. BUDGETED INCREASE ~ed in Commissioners' Court: Noyember 'Judge's or Commissioner's Signature: opy to be attached to minutes) The follo continuin are agre~ DKY GE mainten~ human re IRC SECTION 1251CAFETERIA PLAN ADMINISTRATION lng is agreed, effective 1/I/05, between David K. Young, TPA (DKY) and Brazos County (Employer) for the admini.~ration ora Section 125/Cafeteria Plan (the Plan) with Flexible Spending Accouats. The following conditions le to both parties. ERAL RESPONSIBH/I'IE$: DKY will consult with the Employey concerning plan design, implem~tation and e of specified employee compensation and benefits maintained or implemented by the Employer and/or spec/fled ,urce (m9 mattcrso m losee month ~B. $1[~, __ per employee per month (minimum [I~ C. $1[~ ,_per employee permonth (minimum ['[ D. ... per employee for ['lE. DKYAD Plan and ] FSA clair employer F. mploye~ reports of thr~ mor status; pr~ for the Er M~iuten~ transactio books an¢ following standards represen~ continuin obligatio~ written ag the books delivefin~ EMPLO~. and partic family sts fumbhed provided ~ and eptio~ FSA ~ 1.) Depo., 2.) DK~ DKY AS ~per month) for Flex Spending Account adminl.stmtion __ per month) for Premium Only Adrnlni.qtrafiffm __ per month) for Debit Card option. __project fee for - -per-partieipatiugemi~loyee.per-month-in-flex-~le-spending/premium accounts.-' ............... [IItlSTRATION RESPONSIBILITIES: DKY will assist. Employer in the admini.~rafion and maint~a,ce of the ovide assistance and support as needed. DKY will also provide claim.~ form5 and other necessary means of filing ~; issue reimbursement checks at least twice monthly, and/or perform debit, card account administration; issue nd of month repolis to include Deposit Transmittal Report, Bank Reconciliation Report, Detail Statement of ~alanees for the flexible spending accounIs, a Wire Transfer Report/Check register,.and issue planyear quarterly ~count balances for those employees participating in the'FSAs with a 'Use It or Lose It" warning notice for the last a of the plan year, provide forms to Employer for communicating participant i~n-mlnations and changes in family [de Employer a dependent/child care report at the end of each calendar year;, prepare the IRS Form 5500, if required, ,loyer's signature; prepare the Plan's Plan Document, S, rmmsry Plan Description and Adoption Agreement. ce of Information: (a) DKY shall maintain at its principal administrative office adequate books and records of all ; in which the admink-haior engages with insurers, plans, plan sponsors, insureds, and plan participants. (b) The ecords will be malntsln~l for the term of the written agreement to which they relate and for the .five-year period le end 0fthe written agreemengs term. (¢) DKY will mainlain the baoks and records in accordance with prudent f insurance record keeping. (d) The Commissioner of the Texas Department of Insurance and Iris designated ve must be given access to those books and records for the purpose of ex amlnafion, audit, and inspection (e) Trade ading the identity and addresses of policyholders and certificate homers, are confidential, except th~ commi~ioner ! information in proceeding instituted against the admini.<~'ator. (f) Au insurer, the Plan, Employer is entitled to access to these books and records sufficient to permit the insurer, The Plan, Employer to fulfill contractual to insureds and plan participants. The right provided by this subsection is subject to any restrictions included in the ement between the aitmin i~'u-ator and the insurer, the Plan, or Employer relating to proprietary rights ofthe parties to nd records. (g) DKY may ~ the requirements of this section on termination of the written agreement by o the Employer or Employei~s designated agent, the books and records and by giving written notice to the ~er of the location of the books and records. CR GENERAL RESPONSIBIIITIE~: Employer will distribute FSA Checks ifmailedto the l~.mployer's offices ant statements to participants; report to DK'Y, in a timely manner, participant changes, term/nations mad change~ in s; if Employer mainta[us the fiduciary account, then Employer will reconcile the bank statement with the DKY id of month report and notify DKY of~ay discrepancies; cause to be recorded relevant amounts from the DKY d o£year dependent/child care report on the employee W-2 ~u the appropriate block; secure, at Employers expense professional review of the Phm documents, summa.fy plali description and legal and tax implications of the Plan. ~S MANAGE~: DI~'-Y reFre.4en~aHve' ss au~o'r~z2~d $i'gnat~'3~'(lf yes, Employer ~ecifically a~.es to exeCUte requirexi :uments.): Yes {21 No [] DKY representative will he provided with check steck, but ~thout signatory authority: Yes [] No [] presentat~ve is'assigned authority to request transfer of fm~cls from th~ Employer: Yes [] No [] ~UBCONTI{a%.c~roR: When DK-~' is functio~fing as Da~/id K Young, TPA, Employer shall be the Plan Page 1 of 2 VOL b4/ PAGE Adminis control a and tax i AGENI agreem~ instate conditim between this agro ARBrr~ an matt¢ sabmit-.m America will be c( the parti~ arbitraioz enforc~ attonmys Howe¥¢i rnaximu~ court for PERFOI obligatio~ PAYMI Comme~ (30 days ACCEFI to and ac( BY: BY: yfinalr, unless, otherwise stated ~. the Plan Document DKY has no authority, d~zretionary or othenvi~, as regards thc administrative decisions of the Plan(s). DKY is not an attorney or CPA, and thus all matlrcs regard/rig legal lioations of the Plan(s) should be reviewed by Employer's counsel ELECTION: If the Employer desires to install products associated with this agreement, Employer designates as agent(s) of record. Employer Initials) Employer understands some or all products sold with any Plan associated with this could be:under, vriRen; therefore, some employees who apply for the'coverages may be, .at the discretion of the :artier(s), declined coverage, rated at a higher premium than was originally illustrated, or not be. covered for certain It is further understood that DKY may be compensated by the designated agent(s), via separate agreements solely id Agent(s) and DKY. May Not: DKY may o~: may not receive commi.o, sions derived directly fi'om the sale ofproducts assOCiated with ~TION: DKY, tho Employer, the Plan Trustee and the Plan.Administrator agree to me. et and confer in good faith on and dispute~ arising under this Agrecanent. If a diepu~ is not resolved under the foregoing, then any party may h-disputo-first,-to-mediafion,--and-then-as a-final-msor~-to binding- arbitration-under-ihe-¢0mmexcial-rules, o f the~- M-bitration Association ("AAAT).' Such arbitration will be held as promptly as possible in Bexar Couaty, Texas and duc'ted before a single arbitrator, not withstanding any rule of the AAA to the contrary unless otherwise agreed to by at the time of the arbitration_ Furtbermom, notwithstanding any rule of the AAA to the contrary, SUch single hah not be chosen without a list of potential arbitrators. The AAA shall then have tho discretion to select an kom those remaining. The decision of the arbitrator will be binding on the parties and maybe mbmitted for ~t'to any court of competent jurisdiction. Ail costa ami expense associated with the arbitration, including the ~s of the prevailing party, shall be borne by the non-prevailing party to the arbitration. Lotwithstauding the above requirements to submit claims to arbitration, any clakn, thc amount ofwhich is below the ilrisdi~on~l Iimita ora Jllstice Court or a Small Claims Court in Bexar County, Texas shall be submitted to SUch ;torminntion and shall not be required to be SUbmitted to arbitration. guiaNCE: This agreement shall be construed under and in accordance with'the laws of thc State of Texas, and all of Employer and DKY arc performable in Bexar County, Texas. L,ATION: This Agreement shall initially be for 12 months, and thereafter can be canceled by ~ither party with 60 notice. r Trmm: 1) [~] In full on commencement of contract; Amount due with contract aent and balance in progress; Due with contract ; Remaining balance due __ 'invoice). · 2) J~,Partial .on · '3) ; am payable at DKY's bu,sine~s office, 11107 Wurzbach Road, Suite 403, Bexar County, San Antonio, Texas 78230. ~CE: ,A[I_ tho ..o0~0ns descr~ and outlk/ed within lids agreement, consisting of pages 1 through 2, arc agreed ~~ DATE:. P'age 2 of 2 VOL PAGE_ TMI~ SOLUTIONS, INC. SALE, LICENSE, AND SERVICE AGREEMENT SERVICE AGREEMENT ("Agreement") is entered into on, 10/14/2004 between ISI Telemanagement Solutions, Inc. ("ISI"), located Drive System Location: 300 Bmzos County Court House ("Customer"), located at Suite #314 Bryan, TX 77803 Contact Person at Sales Re[ Est. Installation Date: The ("RTSS") as set forth below hereto and made the "S, ~stem." Number Street City State Zip Code Site: Bill Bowers Dept: Title: Customer SIC No.: Purchase Order No.: Tax Exemption Certificate No.: ("Equipment"), the licensing and support of telemanagement software ("TS") and/or the licensing of rate table subscription software e made subject to the terms and conditions set forth herein ('q'erms and Conditions") and on Attachments A, B, and C (as applicable) attached TS and RTSS are hereinaf[er collectively referred to as the "Programs." The Equipment and Programs are hereinafter collectively referred to as # of Units 1 1 Model&Type 011100 008982 Description of Product/Service Upgrade from IFW 1000 vers 4.2.2 to Infortel Select vets 7.x On-site installation and training Software at no charge with 3-year support and Rate Table subscription agreement, paid mmually Per Unit Cost Total Cost No charge $1,800 Initial Year/Prepaid Rate Table Subscription 760 Initial Year/Prepaid Software Support 1,388 Initial Year/Prepaid Hardware Support 593 .ATTACHMENTS Rate Table Subsequent Years $ Telemana Subsequent Years $___ Equi Subsequent Years $ This Agreement Accepted by: By:. Print Name: Title: Date: Sub Total (Less Discount/Trade In) __2 years.(Annually) **NET AMOUNT DUE [Attachment B) 2.__years.(Annually) (Less Down Payment/Deposit) ',Attachment C) **BALANCE DUE __2 years.(Ann"ually) ** Exclusive of all applicable sales taxes and freight which will be billed to and paid by Customer [ne. by an authorized officer oflSI at its principal office in Schaumburg, IL. PrintName: C~~~(~ Title: _ Date: $ 4,541 $ 4,541 VOL Form 1007 Sale, License, and Rev. D Print Date 10/14/04 I[.~.~. 'ISI TELE] This annual subscfiptk calls are rated by ISI sc the call accounting sys reporting of all calls, ii PRICING OPTIONS __ Three year, Pre x Three year, Pai, Two Year, PreI __ Two Year, Pai~ __ One Year, Paid TERM OF AGREElg (the "Installation Date" Upon expiration of the has been given by eith¢ ~NAGEMENT SOLUTIONS, INC. Changes to R: would affect ti case of import rate informatic Defective and no charge. If ¢ obligated to pe Service Dep~ Loading RTSI available to Ct p.m., Central Shipping of R first table of th aRcr receipt fn be delayed duc request by Cus Notification ot 5. Tables Provid such tables are 6. Discount/P~ commencen Agreement. 6. Substituted geographice 7. Special plal single rate t Accepted by: ISI Telen By: Print Name: Title: Date: Rate Table Subscriptio~ SALE, LICENSE, AND SERVICE AGREEMENT Attachment A - Rate Table Subscription Agreement service supplies four (4) rate tables per year, sent out quarterly. A separate rate table license is required for each PBX or data source whose ware. These tables allow the call accounting system to be kept up-to-date with new area codes and exchanges. The subscription will allow n to continue to deliver the cost control/allocation benefits, correct city/state pairings, rate changes for local/long distance, and accurate which the call accounting system was purchased. id (20% Discount) -~amually in Advance (10% Discount) d (10% Discount) annually in Advance (5% Discount) . Advance (No Discount) NT. The RTSS Term will commence 90 days aRer the date on which RTSS is installed at the System Location and accepted by Customer provided, however, that if installation is not being provided by ISI, Inc., the date of delivery of RTSS shall be deemed the Installation Date. ifial RTSS Term, the RTSS Term shall be automatically extended for increments of one (1) year, unless at least 30 days prior written notice ;tarry before the expiration of the initial RTSS Term or then current renewal period. Service Provisions .' Table SubsCription Service ("Service"). It is the responsibility of Customer to notify ISI's Telesales Department of any changes that Service. Such changes include, but are not limited to, the following: Carrier Change, Table Type, Plan Type, and Delivery Information. In the hies, it is the responsibility of Customer to notify ISI of changes in area codes/exchanges that are not supported by ISI's current supplier of Changes in Table Type will result in adjustment of the mn schedule for the generation of the tables and a processing charge of $50.00. Damaged Tables. Customer will have thirty (30) days after receipt of RTSS to report defective or damaged tables to ISI for replacement at ~cts or damage are reported to ISI after the expiration of such 30-day period, the nm schedule will not be changed and Customer will be Co ISI a $50.00 processing charge, plus the shipping charge, for a replacement table. Any problems with RTSS should be reported to ISl's ent. [Jpon Receipt. It is the responsibility of Customer to load RTSS upon receipt by Customer. Limited loading support, at no charge, is omer through ISI's Technical Assistance Department during ISI's standard workdays and business hours (Monday through Friday, 7 a.m. - 7 excluding ISI-recognized holidays). SS. Except otherwise provided herein, RTSS will be shipped on a quarterly basis to Customer with no additional charge for shipping. The mbscription will be sent three (3) months after the Installation Date; however, for renewals, the first table will be sent within thirty (30) days Customer of a signed Sale, License, and Service Agreement, Purchase Order, or Payment. Shipping schedules are approximate and could special circumstances. Customer will be allowed to receive the next update at any time upon request to ISI's Order Entry Department. This rner will change the mn schedule. No additional tables will be sent if Customer has already received the last table of the subscription. te pending expiration oftbe RTSS Term will be sent to Customer with the last table provided during the existing RTSS Term. During Area Code/Exchange Probationary Periods. Tables provided during these transition periods may appear incorrect; however, tlly functional during this period, and will not be replaced without adjustment to the mn schedule. eessing Charges. ISI will apply the applicable discount to thc RTSS Price if Cnstomer has in effect or purchases, on or prior to the at of the RTSS Term, the Premium Plan of the TS Support Agreement. Such discount is not available with the Basic Plan of the TS Support rocessing Charges are subject to change without notice. ,oeai Rates. If ISI's rate table vendor is unable to provide rates for Customer's local service, ISI will substitute rates from the nearest located local exchange carrier for which our vendor supplies rates. provide additional licenses to aecommo~ate multiple PBXs or other data sources within the same exchange. ISI is precluded from allowing a e to be used for more than one PBX or other data source. ~agement Solutions, Inc. Customer: 5~ _~n_ ty C~b~se~__~.~ By: ~-'~-~~ ~) Completion of the Rate Table Order Form is mandatory. kgreement, Attachment A, 1039, Rev. B VOL Print Date 10/14/04 ~agement Solutions, Inc. Attachment B-IS-E - Telemanagement Software Support: Infortel® Select Customer Nam __Brazos County CoUrthouse Customer No: __44678 II Enhanced I Premium _Warranty Benefit Premium [;overage Support Plan Support Plan Only 1. Access to ~ur Customer Servi0e 800 Number I: :~ / X X 2. Remote di~ tnosis of ISI software XI X X 3. Free Softw~ re Updates Needed to Maintain Proper Sysll em Operation X X X 4. Remote O[ ~rational Assistance 30 days Unlimited ~ Unlimited following i / shipment I ,sco-,n, o "ean a er'a's'a'es'°r t/ non-coven I Services 50% 5 ~ ,once to sup_port Calls X 7. Free Softw re Version Updates Within ~he Infortel Sel itt Product Line Included Free ~ Included Free ~ 8. Free Softw !re Upgrades to a new Product Included Free ! ~ ' ~ Line within1. he ISI Call Accounting Family of .with a Three- / with a Three- ~ Products Year Agreement / Year Agreement ~ 9. Discount o i, Individual Rate Table Purchases 5% ~ 5% ~ 10' Disc°unt ° ! Rate Table Subscripti°ns 10% / 10%~ 11, Free remot assistance with Rate Table updates i X X 12. Remote Sy:ilem Diagnosis due to or Related to Non-ISI I ]uipment or Software X 13. Monitoring ~f Emailed Reports to ICI -Daily X 14. Proactive ( i~ntact with Customer should there be a ti ilure in receiving the Daily X Emailed Re ,orts 15. Configurin! and monitoring No CDR and Undefined' funk alarms X 16. Assisting v th the Configuration and Schedulin~q )f BaCkups X 17. Call Costin Administration X 18, Trunk Data ase Administration X 19. Defining ar I Scheduling of Standard' __~_e_ports . x 20. Loading of iuarterly Rate Tables (if Rate Table Subs ~chased~ X 21. Loading of l;oftware Updates that can be performedi;motel}/ X Plan Selection Three Year, Pre Three Year, Pai, One Year, Paid Annual Form 1067 Infortel Select So: ricing Options Enhanced Premium Premium ,id [] [] \nnually in Advance [] X in Advance [] [] 'are Support Agreement for Existing ISI Telemanagement Solutions, Inc. Customers, Rev. B VOL Print Date 10/14/04 .[~ ISI Telem[ ~agement Solutions, Inc. Attachment B-IS-E - Telemanagement Software Support: Infortel® Select The following ~ ~pport Plan terms and conditions define the benefits that will be provided by ISI to the designated cu.~ :~mer for those Infortel~ Select software options identified below. I~ortel Select Discount ~ftware Product List Price Net Price Ir~ortel Select 1000 $ $ $1,388/yr ear support reement paid allnually (~ $1,388 p~lr year Total: $1,388/yr 1. Access to ou through 7:00 F to confirm or to bill for = work with 2. Remote Diag; as our by customer; assistance; an ISI service no charge. 3. charge based updates will r equipment 4. Remote oPer will receive un ISI admit the s sessions may software on that Customer. In for Time and 5. Preferred Time and 6. Priority routine assi., 7. Infortel charge, updates may i~ Customer ass~ programming product/versic Form 1067 Benefit Provisions 800 Number- Customer will be able to access our toll free 800 number during the hours of 7:00 AM (Central Time), Monday through Fdday (excluding ISI-recognized holidays) for assistance with Infortel Select. In order request for service is a bona fide service issue, ISl will only accept a service call requesting assistance, from a trained System Administrator. ISI reserves the right to defer assistance until a System Administrator is available support or service calls even though they may normally be covered by an ISl service agreement, if ISl is requested to of Infortel Select Software - ISI requires remote access to our Customer's system. While ISI uses PC Anywhere remote diagnostics software, we are able to work with many other remote access methods as requested and provided including PAS or VPN connections, etc. ISI will remotely diagnose reported difficulties with the assistance of the requested, and the Customer does not have remote diagnostics available, ISI reserves the right to defer remote access is available or to bill for such support or service calls even though they may normally be covered under reement. If the software is found to be defective within one year of purchase, ISI will replace or correct the software at pdates Needed to Maintain Proper System Operation - ISI will replace or update Infortel Select at no ISl's determination that an update or replacement is needed to maintain proper operation of Customer's system. Such (i) rate table or software necessary to reflect changes in dialing methods; (ii) changes due to non-lSl software or ~n conjunction with Customer's system; or (iii) changes necessitated by circumstances not within ISl's control. Assistance - Dudng the pedod of this Agreement, Customer's ISl-trained Infortel Select System Administrators ~ited telephone assistance with the operation of the Infortel Select software as installed and trained by ISl. Operational not in any case be deemed to include data entry of any kind, reinstallation assistance or assistance with the use of non- hardware or network issues of any kind. Enhanced Premium Support Plan Customers receive additional as indicated in the Matrix on Page 1 of this Agreement. Any changes made by the Customer to uration or network environment that are outside of standard maintenance procedures as outlined in the ISI training in the assessment of Time and Materials charges. These changes include, but are not limited to, installing additional Infortel Select PC/Server, installing~lnfortel Select on a new PC/Server, changing network or email configurations such or email-reliant features of Infortel Select are not functional. ISI will investigate system problems as requested by event the problem is found to be the result of configuration changes, as outlined above, Customer will be responsible charges for the ISI effort. and Materials Rates for Non-Covered Services - Plan customers will receive a 50% discount off ISl's then-prevailing rates for any remote services rendered which are not covered under the Plan. to Support Calls - While all customers will receive pdority in the case of urgent calls, response to requests for customers will be given priority over Time and Materials customers. Jpdates of New or Basic Features within the Infortel Select Product Line - Plan Customers will receive, at no ; version updates within the Infortel Select product line, which become available during the Support Term. These ..lude new features or may provide improved operation. ISI MAKES NO EXPRESS OR IMPLIED REPRESENTATION ~ REGARDING THE FREQUENCY OF THE ISSUANCE OF PROGRAM UPDATES OR THE NATURE THEREOF. The all responsibility for any updated hardware requirements or any service fees required to install, implement and ~n the new version. The Customer assumes all responsibility for the fees associated with requested custom connection with the software upgrade, even if said custom programming was previously purchased for a prior Agreement for Existing ISI Telemanagement Solutions, Inc. Customers, Rev. B VOL ~ z/.. PAGE lO 7_ Print Date 10/14/04 .!!~, ISI Telem; 8, THREE-YEAr Plan Custom~ during the Su OR IMPLIED PROGRAM U requirements responsibility' programming g. Discount on I prevailing list l has been pure 10. Discounts on the then-prev; the Plan has 11. Free Remot~ for the end us~ no additional ¢ 12. Remote Syst~ assistance in ¢ not provided b diagnosis cam 'diagnosis" sh~ activities perfo including utiliz~ ISl's then-prey 13. Term of Softw~ is installed at C commence on I Agreement Ten prior to the expi 14. Renewal Char Fee for subseq Term or then c: NOTE t: On-site vi NOTE 2: Software Customer Sigr Form 1067 Infortcl Select !iagement Solutions, Inc. Attachment B-IS-E - Telemanagement Software Support: Infortel® Select ~UPPORT Plan BENEFIT: Soft. are Upgrades to Products Within the ISl Call Accounting Family - Three-year ; will receive, at no charge, software upgrades to products within the ISI call accounting family, which become available orr Term. These upgrades may include new features or may provide improved operation. ISl MAKES NO EXPRESS --PRESENTATION OR WARRANTY REGARDING THE FREQUENCY OF THE ISSUANCE OF NEW PRODUCTS OR -~RADES OR THE NATURE THEREOF. The Customer assumes all responsibility for any updated hardware any service fees required to install, implement and receive training on the new product, The Customer assumes all r the fees associated with requested custom programming in connection with the software upgrade, even if said custom as previously Purchased for a prior product/version. I~lvldual Rate ?able Purchases - Plan customers may purchase individual rate tables at a 5% discount off the then- )~ice. Such discounts are not app cab e to "custom" rate tables or rate tables already ordered pdor to the date the Plan ased. ',ate Table Subscription Purchases - Plan customers may purchase rate table subscriptions at a 10% discount off of ng list price. Such discounts are not applicable to "custom' rate tables or subscriptions already ordered prior to the date .~n purchased. ssistance for Rate Table Updates - Although ISI rate table updates include installation instructions and are designed to self-install, Plan customers may request telephone assistance in performing the update of ISl-supplied rate tables at arge. t Diagnosis Due to or Related to Non4SI Equipment or Software - Plan customers will receive free remote ignosing covered software difficulties which are determined by ISI to be caused by or related to equipment or software ISl. However, while reasonable efforts will be made to investigate the problem and recommend corrective action, t be guaranteed. Such investigation may include diagnosis of difficulties due to Customer's local area network, although not be deemed to include the performance of activities associated with the administration of Customer's network. Any led remotely at Customer's request to correct difficulties caused by or related to non-lSl equipment or software, on of diagnostic sol.are, re-installation of ISI software, or administration of the Customer's network, will be billable at ling Time and Material rates less 50%, as described in Section 5 above. s Support Agreement - The Software Support Agreement Term shall commence on the date on which the relevant Equipment ~tomer's site; provided, however, that if installation is not being provided by ISI, the Software Support Agreement Term shall ; date this Agreement is accepted by ISl. Upon expiration of the Software Support Agreement Term, this Software Support shall be automatically extended for increments of 1 year, unless written notice has been given by either party at least 30 days tion of the initial Software Support Agreement Term or then current renewal period. .s - Effective at any time after the Software Support Agreement Term, ISI may increase its annual Software Support Agreement nt renewal periods upon notice to Customer not less than 30 days prior to the expiration of the Software Support Agreement ent renewal period. ts are not included under this Software Support Agreement. tpport Agreem en~l~e~n~ndable. I~ture: ~ ~ ~'~r~'~~~~itle: ~a~ ~'-C~ Date: are Support Agreement for Existing ISI Telemanagement Solutions, Inc. Customers, Rev. B VOL ~q PAGE /0~' Print Date l 0/l 4/04 ,management Solutions, Inc. CUSTOMER: Br~ :os County Court House Service to be R~r~dered at: Company Name I~os County Court House Address: 3~) East 26th Street Suite #314 ~'~an, T~"~'"'~ ~ - -/-~ U ~ Attachment C- Equipment Maintenance Agreement Contract No: 00044678 Customer No: 00044678 Company Name Address Effective Date: Month Day Year Accepted: ISl T [emanagement Solutions, Inc. By Title Date CHARGES PER BILLING PRODUCT FREQUENCY CODE PRODUCT DESCRIPTION ZONE MONTHLY ANNUALLY Ad' ~nced depot support for 2MB buffer box $ 593 3-y ~r support agreement paid annually @ $593 per year Form1012 Equipment lV ntenanceAgreement-AttachmentC Rev. 4/15/04 V0~. ~;~J'~ PA~E /Oc 1 of 1 · Page 2 ISI and Customer (the "Equipment"): 1. ISI because the pay the 2. Inspection and Equipment shall necessary, in th~ commencement 3. Term expiration of th, either 4. Renewal notice to ~ 5.1 5.2 Labor and 5.3 Labor and 5.4 Labor and ' manual. Agreement 5.5 5.6 5.7 5.8 Installation 5.9 Installation, 5.10 days written r 5.11. 6. Accrual Credit- I of the upgrade. 7. Responsibilities 7.1 7.2 Customer ~ 7.3 ~ 7.4 Customer., ten*n of this maintenance NOTE 1: Equipment October 14, 2004 following terms and conditions relating to the maintenance of the equipment listed in Schedule A on reverse side will use its best efforts to maintain the Equipment in good operating condition, including replacement of parts deemed necessary by parts will be fumished on an exchange basis; the failure by Customer to return the defective part will result in Customer being ri from the Equipment become the property of ISl. Should a part or covered Equipment be unavailable, ISI reserves a like part or Equipment. ISI shall provide service between 8:00 AM and 5:00 PM (Local Tm3e), Monday through Friday, excluding ISI- Maintenance requested by Customer at any other time will be provided by ISI on an "as available" basis and Customer will be billed and ISI overtime rotes. used Equipment only) - Prior to the commencement of maintenance under this Maintenance Agreement, the ISI to determine if it is in acceptable condition. Any repairs or adjustments then deemed SI, to bdng the Equipment up to an acceptable condition, shall be made at lhe Customer's expense prior to the ce Agreement- The Maintenance Term shall commence on the date on which the relevant Equipment is installed at Customer's site; f ISl, the Maintenance Term shall commence on the date this Agreement is accepted by ISl. Upon Term, this Maintenance Term shall be automatically extended for increments of 1 year, unless written notice has been given by expiration of the initial Maintenance Term or then current renewal period. - Effective at any time alter the Maintenance Term, ISI may increase its annual Maintenance Fee for subsequent renewal pedods upon less than 30 days prior to the expiration of the Maintenance Term or then current renewal period. am the following (which, if provided by ISI, will be b~lled to Customer at ISl's then current Equipment damaged by accident, tim, theft, power failure, abuse, unsuitable environmental cond~ions, Customer's attempt to the Equipment, operational errors, or other drcumstances not under the control of ISl. provided by ISI and o~her expenses for maintenance or repair due to causes not atl~ibutable to normal wear and tear. provided by ISI and other expenses for any repairs or adjustments deemed necessary and performed by ISI es a result of the inspection above. for service calls made only for the purpose of parforming operator or key operator functions as specified in the operator will be performed without charge when ISl is present at Customer's site perfon'ning services covered by this Maintenance I because of inadequate fadlitias on see or by the failure of equipment or system other than the Equipment, including, without limitation, ! the telephone company, by the power company, or any other vendors of equipment. lines connecting the EquipmenL maintenance or replacement of interconnecting cables in connection with this Agreement, except for those cables listed on Page 1. are no longer serviceable because of excessive wear or deterioration shall be deleted from this Agreement upon 30 ISI with a corresponding reduction in the ISI Maintenance Fee. the Customer to be shipped Ovemight (in a non-Erne~ situalJon) or NFO (Next Right Out). pgrades any Equipment covered by this Agreement to other ISl equipment, ISl will credit the unused purlJon of this towards a new maintenance agreement covering the new equipment at the published rates in effect at the time ' ISI service personnel upon Equlpr~ent failure or malfunction and shall allow ISI full and free access for performing maintenance on authorize or cause modifications or alterations to be made or attempted to be made to the Equipment during the period of ~s in advance by ISl. request of ISI service personnel, make the Equipment available, load remote diagnostics tests ('d~ available), and permit ISI to access service representatives to inspect the Equipment periodically. in advance by ISI, Customer shall not perform, or cause to be performed, maintenance or repair to the Equipment dudng the A~lreement by anyone other than aulhedzed ISI service representatives, except for simple daily or weekly preventive to the instructions of ISl. care in handling and operating the Equipment according to the instructions of ISl. and non-refundable. Form 1012 Equipment C Rev. 4/15/04 2 of 2 V'0L PAGE TERMS AND CON~TIONS 1. Sale and License. IilSubject to the terms and conditions contained I~q~ein: (a) ISI hereby sells, and Customer hereby ~rehases, the Equipment, maintenance, installat~h, and/or training shown on the first page hereo~~] Co) ISI hereby grants to Customer, and Custd~er hereby accepts, a non- exclusive license to u~ subject to th0.e term which are incorporate ISI hereby grants Cus~ nonexelusive license each of the RTSS bereinaf~cr be referre furnish Customer one manuals for the Equip instructions for the Pi Instructions"). Subse Instructions shall be Customer as they bo granted herein is limit the Programs as descr provided by ISI~ Cu~ only on the Equipmen previously approved i the System only at stated herein or at sucl approved in writing b or any portion thereof authorized subject to that its networked exclusively for aeces,~ taken all standard and external access to Customer shall not: (i the Programs; (ii) use of a service bureau; (ii through terminals loca Location; (iv) make transferable over the network accessed Customer; and (v) Section 11, extract copy or reproduce the extraction, merging, copy to any other pa~. License to use thc Pr~ and does not cxte subsidiaries, parent clients or any other tel 2. Term of License. pursuant to Section License is in pcrpet~ will commence on th~ at thc System Locati~ (the "Installation Dan installation is not beir delivery of thc TS Date. Within 5 days any reason, Customer TS and System Instrt by ISI or, upon requc Customer shall fumi: compliance with the p authorized officer of£ 3. Delivery and Instalh and risk of loss to the F.O.B. shipping poin date sct forth herein shall not be liable o date regardless of eau Customer install thc on a mutually cony expense, shall provi& installation an appro1 system in ccordanc~ failure of which will attempted installation rote. A cancellation amount will be assc: installation is subs Customer regardless Form 1007 Sale, License, ant RTSS (the "RTSS License") contained in Attachment A herein by reference; and (c) net, and Customer accepts, a use TS (the "TS Lioense"; ense and TS License shall , as the "License"). ISI shall py of all relevant instruction mt and any user manuals and ,,rams (collectively, "System ent revisions of the System ,rovided at the request of me available. Thc License to normal and proper use of xl in the System Instructions ,mcr shall usc thc Programs ,r such other Cxluipment as is ~vriting by ISI and shall use astomcr's System Location ther location as is previously ISl. Usage of thc Programs a nctworked environment is stomer's written certification atabases and servcm are y Customer, and that it has '.cessary measures to prevent ae databases and servers. ~ermit any third party to use ~e Programs in the operation allow access to the Programs outside Customer's System Program~ accessible to or erect, or any public access' users not employed by ept as otherwise stated in , merge, join, compile, edit, ograms, nor deliver any such ining, compilation, edit or n any form whatsoever. The rams is limited to Customer I to any of Customer's )rporations, subcontractors, xl or affiliated entities. bject to earlier termination hereof, the term of the TS ' (the "License Term'') and ate on which TS is installed and accepted by Customer ; provided, however, that if provided by ISI, the date of t be deemed the Installation :r any Liconse terminates for all return to ISI all copies of ions at the place designated by ISI, destroy such copies. to ISI a certificate stating :eding sentence signed by an :tomer. on. Title to the Equipment ~stem shall pass to Customer The estimated installation approximate only, and ISI my delay in the installation · ISI will at the request of ;tom at thc System Location lent date. Customer, at its t the time of the scheduled ate installation site for the vith ISI's requirements, the uit in a charge by ISI for an the then prevailing billing of 15% of the total order on all orders where the uently cancelled by the rvice Agreement, Rev. F 4. Payment Terms. A down payment of 30% of the Net Contract Price set forth herein is due upon execution of this Agreement by Customer. An 7. additional 50% of the Net Contract Price is due upon receipt of the System by Customer, and the balance of thc Net Contract Price is due on the Installation Date. The RTSS Fee, Support Fee, and Maintenance Fee (collectively, the "Fees'3 are payable annually in advance or fully prepayable, as selected by Customer, for the RTSS Term, Support Term, or Maintenance 8. Term, as applicable. If the Fees are payable in annual installments, the first payment of the Fees is due on the Installation Date of the RTSS Term, License Term, and the Maintenance Term, respectively;, any subsequent installment payments shall be due on the anniversary date(s) of the relevant Installation Date. ff Customer upgrades TS to other ISI products and such upgrades are not included in the software support plan selected by Customer, ISI shall credit (the "Accrual Credit") the unused portion of the Support Fcc [based on the unexpired Support Term (exclusive of renewal periods)] towards a new software support agreement covering the new products at the published rates in effect at the time of the upgrade. The Net Contract Price, TS Fee, and Fees do not include, and Customer shall pay upon being invoiced, all transportation charges and all taxes, duties and assessments, including penalties and interest, now or hereaiter levied or imposed by reason of the ~tions covered by this AgreemenL Without limiting the foregoing, Customer shall promptly pay to ISI an amount equal to any such items actually paid, or required to be collected or paid, by ISl. Customer shall pay interest at 1.5% per moth or the highest rate permitted by law, whichever is less, on any sum not paid within 30 days of the date on which such sum became due. 5. Telecom Profit Optimizer. Your purchase of an ISI telemanagement software system entities you to our 9. Telecom Profit Optimizer ('FPO) service. Under the TPO service, ISI will: (i) evaluate a broad range of communication areas for opportunities to reduce costs, including local, long distance, wireless, fax, eonferencing, directory assistance, Interoct access, data networks and other service areas. (ii) compile and analyze data obtained from several sources (e.g., staff interviews and Customer records; contracts, tariffs/rates, invoices, and account/service records; PBX equipment reports; call accounting data; and vendor quotations). (iii) provide verbal and written status updates on a periodic, as-needed basis, throughout the project. (iv) issue reports assessing thc data, identifying billing error claims, and recommending cost-saving opportunities, on-going 10. expense conmals, vendor management and other telecom operational matters. Thc scope of thc project will be approved by the Customer prior to commencing thc project. There IS no cost for this servic? unless ISI is successful in identifying actual Customer cost savings. If ISI is successful in identifying actual cost savings, the fcc to be paid for the TPO by thc Customer shall be equal to 50% of vendor credit savings and the estimated annual cost savings for thc year following implementation, payable upon implementation. (Through this service many of our Customers have realized enough cost savings to pay for a substantial portion of their telemanagement software system, reducing its overall cos0. Under our Risk-Frec Guarantee, if thc Customer's accumulated realized cost savings, during the 12-month period following the implementation of ISI's recommended changes, do not exceed the fees paid for this service, ISI will refund the difference upon written notice by the Customer. 6. Trade-In Equipment Any equipment traded in by Customer shall become the propeay of ISI pursuant to a proper bill of sale provided by Customer. Customer hereby warrants that it is the sole owner of such equipment and that it is transferring title thereto bee and clear of all liens, security interest, and other encumbrances. Title and risk of loss shall remain VOL PAGE with Customer until thc equipment has been received, inspected, and accepted by ISI. Support and Maintenance. If purchased by Customer, ISI shall provide: (i) TS Support pursuant to the terms contained in Attachment B which are incorporated herein by reference; and (ii) Equipment maintenance pursuant to the terms contained in Attachment C which are incorporated herein by reference. Proprietary Rights. Customer acknowledges that title to the Programs, Program updates (as referred to in Attachments A and B, as applicable) and System Instructions are and shall remain in ISI or its licensor, including all applicable rights to patents, copyrights, trademarks, and trade secrets inherent therein and appurtenant thereto (collectively, "Proprietary Rights"). Subject to the resections contained in this Agreement, Customer agrees: (a) that any replacements, updates, revisions, enhancements, additions, new versions or convemions made to the Programs by Customer or a third party under Customer's control shall be deemed to be part of the Programs and subject to the terms of this Agreement; (b) to ~produce and include a statement of ISI's or its licensor's ownership and Proprietary Rights on any copies of the Programs or System Instructions, in whole or in part; (c) not to remove from any of the Programs or System Instructions delivered pursuant to this Agreement any statements appearing therein concerning ownership of Proprietary Rights. ISI or its licensor shall have and retain all rights (including Proprietary Rights pcrtaiuing thereto) to all copies, partiai copies, and derivative wonks of the Programs, and all modifications, if any, which are made to the Prognuns and, upon termination of this Agreement, Customer agrees to execute assignments and any other documents necessary to evidence ISI's or its licensor's rights thereto. Security Interest. To secure payment of the Net Contract Price, TS Fee, Fees and any other amounts due hereunder, ISI reserves and Customer hereby grants to ISI, a purchase money security interest in: (a) thc System or any portion thereof; Co) any substitutions, replacements, and additions thereto; and (c) any proceeds thereof. This agreement shall be deemed a security agreement, and a copy hereof may be filed as a financing statement, or any other appropriate financing statement may be filed, as determined by ISI to be reasonably necessary to perfect ISl's security interest. Customer hereby grants ISI a power of attorney to execute any such financing statement or perform any such filing on behalf of Customer. Warranties. (a) ISI warrants, to Customer only, that the Equipment shall be free from defects in material and workmanship for a period of 90 days from the commencement date of thc Maintenance Tenn. ISI's obligations under this warranty are limited solely to using its commercially reasonable efforts to repair or, at ISl's option, replace the Equipment or any component part thereof which ISI determines to be defective, such repair or replacement to be at no charge to Customer. All replacement parts furnished to Customer under this warranty shall be: (i) on an exchange basis and thc failure by Customer to return the defective part to ISI will result in Customer being charged therefor; and (ii) new or refurbished and equivalent to new, and shall be warranted as new for the remainder of thc original warranty period. Exchanged parts removed from the Equipment become the property of ISI. This warranty does not cover supplies, consumable parts, or periodic adjastotents necessitated by normal use of the Equipment. (b) ISI warrants, to Customer only, that TS shall be frec from programming errors materially detrimental to the operation of the System in substantial conformity with the System Inslmctions for a period of I year from the Installation Date. ISI's obligations under this warranty are limited solely to using its commercially reasonable efforts to correct TS or, at ISI's option, issue new TS free of programming errors determined by ISl to be it~. materially deffimental (c) ISI,warrants, to Cu the terms contained have no obligation pm or (c), as the case ma maintenance pursuant the event that: (i) the been subject to ab~ application, alteration, storage, transpoRation: or of~urr~nee5 Rio Equipment or Ping provided in At~chm~ applicable) are used with other equipmo supplies, or soRware (iii) installation, repai~ other work on the performed by Custome same shall have been by ISI; (iv) Custom~ service conforming to ISI's requirements; or perform preventative as specified in ISI's work performed by IS CO) shall be performed during ISI's regular reasonably possible 'All requests for wa paragraph (a) and CO warranty period as FOREGOING LIMITI LIEU OF ALL OTI-I~ KIND WHATSOEVEI STATUTORY, INCI WARRANTY OF FITNESS FOR A PAR 11. Indemnification. IS Customer harmless fro the Programs fumist United States patent, tn defend or settle any s costs and damages fins that are attributable Customer: (a) pmmptl claim; (b) provides assistance to settle or grants ISI sole authoriv settlement of such cia settle any such claim written approval. If, as threat thereof, ISl enjoined f~om using option and expense, Customer to continue replace or modify the non-infringing. If alternatives is aVailabh discontinue the Licens and, upon the return b' shall refund to Custom the infringing Program the TS Fee paid for the a 5-year straight-line ar to commence on the da RTSS is the infringin RTSS Fee is paid annu of the RTSS Fee paid calculated by dividing yet delivered during th, (z) if the RTSS Fee i multiple annual period: the TS Fee or RTSS Program based on a si the RTSS Tenn. The liability and obligatior remedy of Customer w: any patents, trademal Programs or any parts expressly waives any Form 1007 Sale, License, and S the operation of the System. ~mer only, RTSS pursuant to ~ttachment A. (d) ISI shall ant to subparagraph (a), Co), be, or to provide support or Attachments A, B, or C, in quipmem or Programs have · improper installation or ~cident, or negligence in use, r handling, and such actions the fault of ISI; (ii) the ns (except as otherwise s A and B, to the extent combination or connection attachments, peripherals, approved in writing by ISI; adjusmaent, maintenance or quipment or Programs is ~r any third party, unless the ~ressly authorized in writing has not provided electrical ~ National Elecffic Code and r) Customer fails to timely intenance on the Equipment eration man~. Warranty mrsuant to paragraph (a) or a regular business days and iuess hours as promptly as awing Customer's request. try fulfillment pursuant to must be made during the ~tated herein. (d) THE , WARRANTIES ARE IN WARRANTIES OF ANY EXPRESS, IMPLIED, OR DING ANY IMPLIED ERCHANTABILITY OR U~-LAR PURPOSE. shall indemnify and hold and against any claim that [ hereunder infringe any mark, or copytight ISI will h claim, and will pay any , awarded against Customer such claim, provided that )titles ISI in writing of such rensonablc information and cloud such claim; and (c) nd control of thc defense or In no event will Customer action without ISI's prior result of any such claim or Customer is permanently Programs, ISI, at its sclc ay procure thc right for use the Programs, or may ograms so that it becomes ther of thc foregoing ISI's sclc opinion, ISI may pon 30 days written notice 2ustomcr of thc Programs, thc following: (i) if TS is he unamortized portion of ~ffinging Program based on rtization, such amortization of this Agreement; or (ii) if Programs, then (y) if thc y in advance, a percentage br thc infringing Program ~ number of rate tables not ~,TSS Term by four (4); or prepayablc in advance for ~hc unamoaized portion of ,'c paid for thc infringing ight-linc amoaization over )regning states thc entire of ISI and thc exclusive respect to infringement of ;, or copyrights by thc reof, and Customer hereby ~er such claims. ISI shall ice Agreement, Rev. F have no liability hereunder if the alleged infringement is based upon: (i) the combination of the Programs with any software not fumished by ISI to Customer; (ii) the modification of the Programs other than by ISI; (ii) the use of the Programs as part of any infringing process; or (iv) the use of other than a current unaltered release of thc Programs. 12. Confidentiality. The System and the System Insmactions contain trade secrets of ISI or its licensor and are provided to Customer on a confidential basis. Customer shall maintain the confidential nature of the System, System Instructions, and any information regarding the business al'faits, property, method of operation, or other information relating to ISI or its licensor (collectively, "Confidential Information") by taking every reasonable precaution to protect the confidentiality thereof~ but in no event less than the degree of care Customer uses to maintain the confidentiality of Customer's own confidential information. Customer shall not disclose or otherwise make available the Confidential Information, or any portion thereof, to any person other than any employee of Customer having a need to know. Customer shall take approptiate action, by instruction or agreement with such employees, to protect the confidentiality of the Confidential Information. Customer will use its best efforts to assist ISI or its licensor in identifying and 'preventing any unauthorized use or disclosure of the Confidential Information or any portions thereof. The System is offered for sale or license and is ~old and licensed by ISI subject, in eve~ case, to the condition that such sale or license does not convey any right, expressly or by implication, to manufacture, deeompile, disassemble, reverse engineer, modify, duplicate, or otherwise copy or reproduce the System or any portion thereo~ provided, however, that Customer may make one copy of the Programs for backup purposes only. The provisions of this Section 11 shall survive the termination of this Agreement. 13. Injunctive Relief. Customer acknowledg~ that any breach of its obligations under this Agreement with respect to the Proprietary Rights in Section 7 or the Confidential Information in Section l l shall immediately give rise to continuing irreparable injury to ISI or its licensor inadequately compensatory in damages at law. Accordingly, ISI or its licensor shall be ontiflod to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available, and Customer consents to and will not oppose the obtaining of such injunctive relief. 14. Limit~flon of Liability. ISI'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT, THE TERMINATION THEREOF, OR THE PERFORMANCE OR NONPERFORMANCE OF THE SYSTEM FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE, SIt~LL NOT EXCEED (i) Tim PURCHASE PRICE (AS TO EQUIPMENT) ACTUALLY PAID HEREUNDER BY CUSTOMER, OR (ii) THE LICENSE FEE (AS TO TS AND RTSS) AND/OR SUPPORT FEES (AS TO TS) ACTUALLY PAiD HEREUNDER BY CUSTOMER WITHIN THE PRIOR 12 MONTHS, AND, IN EACH CASE, FOR THE PARTICULAR ITEM OF THE SYSTEM THAT CAUSED THE DAMAGE OR IS THE SUBJECT MATTER OF OR IS DIRECTLY RELATED TO THE CAUSE OF ACTION. IN NO EVENT SHALL ISI BE LIABLE TO CUSTOMER OR ANYONE CLAIMING THROUGH OR AGAINST CUSTOMER FOR (i) COSTS OF PROCUREMENT OF SUBSTITUTE GOODS; OR (ii) ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, OR 15. 16. 17. 18. INTERRUPTION OF BUSINESS) RESULTING FROM OR ARISING OUT OF THE DELIVERY, INSTALLATION, OPERATION, PERFORMANCE, NONPERFORMANCE, OR USE OF THE SYSTEM OR SYSTEM INSTRUCTIONS, EVEN IF ISI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. ISI Remedies. In the event Customer fails to pay any amount due and owing hereunder or fails to perform any other obligation hereunder, ISI shall have, in addition to any other remedies at law or in equity, the tight to: (a) terminate this Agreement, whereupon Customer's right to use the System and System Instructions shall cease; Co) terminate support service; and (c) take immediate possession of the System, System Iusttuctions, and all copies of the Programs wherever located and retain all prior payments for the System not as a penalty but as compensation for the loss suffered by ISl. Customer shall pay ISI all costs and expenses, including reasonable attorney's fees, incurred in exercising any of its rights and remedies hereunder. If more than one Customer is named in this Agreement, the liability of each hereunder shall be joint and several. ISI's fights shall be cumulative and no delay or failure oflSI to exercise in any respect any fight or remedy hereunder shall operate as a waiver Force Majeure. ISI shall be ex~used from performance he,under and shall not be liable for any failure or delay in performing its obligations hereunder due to causes beyond its control Choke of Law. This Agt~ement and performance hereunder shall be governed by the laws of the State of Illinois. The sole jutisdietion and venue for any litigation or other dispute settlement proceeding arising out of this Agreement shall be an appropriate tribunal located in Chicago, Illinois. GeneraL This Agreement constitutes the entire agreement between the parties, which supersedes all prior proposals, agreements, and representations, whether oral or written, between the parties relating to this Agreement. This Agreement may not be modified, amended, or changed except by vn'itton agreement between the parties. Any terms or conditions of any purchase order or other instrument issued by Customer in addition to or inconsistent with the terms and conditions of this Agreement shall not be binding upon ISI and shall not apply to this AgreemenL Should any provision of this Agreement or any remedy provided for herein be held invalid or unenforceable by any court of competent jurisdiction, the remaining provisions and remedies shall remain in full force and effect. This Agreement shall be binding upon and inure to the benefit of all parties, their heirs, personal representatives, successors and assigns, but neither this Agreement nor the License and tights granted hereunder shall be assigned, sublicensed, or otherwise transfer~d by Customer without the prior written consent of ISI. Customer hereby acknowledges that ISI's liconsors are third party beneficiaries of this Agreement with respect to those non-payment provisions of this Agreement governing the licensing and permitted use of the Programs (or portions thereo0 licensed by ISl. Any notice required or permitted under this Agreement shall be in vaiting and be deemed given: (a) if by hand delivery, upon receipt thereo~ or Co) if mailed, 3 days after deposit in the U.S. Mail, sent by registered or ceaified mail, return receipt requested, postage prepaid, delive~l or addressed at the addresses set forth herein, or at such other address provided by advance written notice to the other party. The headings or capfens of paragraphs are for identification purposes only and do no limit or conslxue the contents of the paragraphs. Septemb Dear Val Currentl~ Please nc terms ant 1. Acces,, The follo In order to assistance until a Sys! covered b 2. Rem¢ The follo ISI require., diagnostics Customer, of the cust( reserves th though the,. one year ot 4. Remol The follo During the assistance shall not in of non-ISI., receive ad( applicable) of standard and Mated; installing th email-reliar Customer. will be res 5. Prefe: The follo Plan custor rendered w 16, 2004 :d ISI Customer: you have a Software Support Agreement with ISI Telemanagement Solutions, Inc. that renewal of your agreement indicates acceptance of thc fo]lowing changes in ~onditions: to our Customer Service 800 Number ,ing sentences have been added: )nfirm that a request for service is a bona fide service issue, ISl will only accept a service call requesting rom a Customer-designated, trained System Administrator. ISI reserves the dght to defer assistance ~ Administrator is available or to bill for such support or Service calls even though they may normally be n ISI service agreement, if ISI is requested to work with untrained personnel. Diagnosis of Covered Software 5rig changes have been made: emote access to our Customer's system. While ISl uses PC Anywhere as our preferred remote ;oftware, we are able to work with many other remote access methods as requested and provided by the cluding PAS or VPN connections, etc. ISI will remotely diagnose reported difficulties with the assistance ~er staff. If support is requested, and the Customer does not have remote diagnostics available, ISI right to defer assistance until remote access is available or to bill for such support or service calls even Hay normally be covered under an ISI service agreement. If the software is found to be defective within ~urchase, ISI will replace or correct the software at no charge. Operational Assistance 5ng changes have been made: ;dod of this Agreement, Customer's ISl-trained System Administrators will receive unlimited telephone ith the operation of the lnfortel Select software as installed and trained by ISI. Operational Assistance ny case be deemed to include data entry of any kind, reinstallation assistance or assistance with the .use [tware, non-ISI hardware or network issues of any kind. Enhanced Premium Support Plan Customers ional administrative operational assistance as indicated in the Matrix on Page 1 of this Agreement (if Any changes made by the Customer to the system configuration or network environment that are outside ~aintenance procedures as outlined in the ISI training sessions may result in the assessment of Time ; charges. These changes include, but are not limited to, installing additional software on the PC/Server, product on a new PC/Server, changing network or email configurations such that network-reliant or features of the product are not functional. ISI will investigate system problems as requested by i the event the problem is found to be the result of configuration changes, as outlined above, Customer lsible for Time and Matedal charges for the ISI effort. Time and Materials Rates for Non-Covered Services 'ing sentence has been changed from a 20% discount to a 50% discount. .~rs will receive a 50% discount off ISl's then-prevailing Time and Materials rates for any remote services ch are not covered under the Plan. ~Ot ~pq P~,GE /I,5 7. Infort This sect Version Plan cust(~ during the NO EXPR[ ISSUANCE any update version. TI connection product/ve~ 8. THRl~ ISI Call This sect: Three-year family, whi( improved o THE FREC THEREOF required to the fees as custom pro 9. Disco~ This sectl Plan custer are not apl: purchased. Select Updates of New or Basic Features within a Product n has been changed fi-om providing free updates of new or basic features within a within a Product Line, as follows: ars will receive, at no charge, software version updates within a product line, which become available jpport Term. These updates may include new features or may provide improved operation. ISI MAKES ;S OR IMPLIED REPRESENTATION OR WARRANTY REGARDING THE FREQUENCY OF THE DF PROGRAM UPDATES OR THE NATURE THEREOF. The Customer assumes all responsibility for hardware requirements or any service fees required to install, implement and receive training on the new ~ Customer assumes all responsibility for the fees associated with requested custom programming in tith the software upgrade, even if Said custom programming was previously purchased for a prior on. ;-YEAR SUPPORT PLAN BENEFIT: Software Upgrades to Products Within the .ccounting Family ~ ' ,n has been added as a new benefit: 'lan Customers will receive, at no charge, software upgrades to products within the ISI call accounting become available during the Support Term. These upgrades may include new features or may provide .~ration. ISI MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY REGARDING ENCY OF THE ISSUANCE OF NEW PRODUCTS OR PROGRAM UPGRADES OR THE NATURE The Customer assumes all responsibility for any updated hardware requirements or any service fees ~stall, implement and receive training on the new product. The Customer assumes all responsibility for )ciated with requested custom programming in connection with the software upgrade, even if said ~mming was previously purchased for a pdor product/version. at on Individual Rate Table Purchases n has been modified to reflect the correct discount rate: .~rs may purchase individual rate tables at a 5% discount off the then-prevailing list price. Such discounts :able to "custom" rate tables or rate tables already ordered pdor to the date the Plan has been 10. Discol~nts on Rate Table Subscription Purchases This sectl~n has been modified to reflect the correct discount rate: Plan custo~rs may purchase rate table subscriptions at a 10% discount off of the then-prevailing list price. Such discounts ql'~ not applicable to "custom" rate tables or subscriptions already ordered prior to the date the Plan has been purebred. 11. Rem{ This secti Time Plan custor by ISI to be be made to investigatio be deemed activities pc or software Customer',' 5 above. e System Diagnosis Due to or Related to Non-ISI Equipment or Software n has also been changed to reflect the 50% discount (rather than 20% discount) on aterials rates, as indicated below: .~rs will receive free remote assistance in diagnosing covered software difficulties which are determined aused by or related to equipment or software not provided by ISl. However, while reasonable efforts will 3vestigate the problem and recommend corrective action, diagnosis cannot be guaranteed. Such may include diagnosis of difficulties due to Customer's local area network, although "diagnosis" shall not ) include the performance of activities associated with the administration of Customer's network. Any 'ormed remotely at Customer's request to correct difficulties caused by or related to non-ISI equipment ncluding utilization of diagnostic software, re-installation of ISI software, or administration of the ~etwork, will be billable at ISl's then-prevailing Time and Matedal rates less 50%, as described in Section 12. Tern This sect The Softw~ Customer!,' Term shall Agreemenl unless writ Support Ac. 13. Rene This sect Effective al Agreemen! of the Sofb, All Softy Thank yc to come! Sincere1, Mary E. Vice Pre. ISI Telen of Software Support Agreement ~n has been added: Support Agreement Term shall commence on the date on which the relevant Equipment is installed at ;ire; prov dedl however that if installation is not being provided by ISI the Software Support Agreement ~mmence on the date this Agreement is accepted by ISl. Upon expiration of the Software Support 'erm, this Software Support Agreement Term shall be automatically extended for increments of 1 year, notice has been given by either party at least 30 days prior to the expiration of the initial Software ;ement Term or then current renewal period. ~al Charges ,n has been added: ~ny time after the Software Support Agreement Term, ISI may increase its annual Software Support :ee for subsequent renewal periods upon notice to Customer not less than 30 days prior to the expiration ~re Support Agreement Term or then current renewal pedod. a'e Support Agreements are non-cancelable, non-refundable. We appreciate your business and look forward to a continued relationship for years ~ehmhoefer ~ent of Customer Support tnagement Solutions, Inc. Septe ~ber 16,2004 Dear ralued ISI Customer: Cum Ily, you have an Equipment Maintenance Agreement with ISI Telemanagement Solut )ns, Inc. Please note that renewal of your agreement indicates acceptance of the follm ina changes in terms and conditions: Secti~ ~ 1. Definition of Service: The f llowing sentence has been added: Shoul([I ~a part or covered Equipment be unavailable, ISI reserves the right to substitute a like part or Equip~ll nt' .~t~ntli' '1 z[ I~ o. newM ('~harc~o.~ ~1;'" il(~w~i;~';Ve'l~;n~:'~;een changed from 75 to 30 days Effect subsel Maint~ Secti~ The Shipp situati( All E Than~ years Since Mar, Vice l ISI T, : at any time after the Maintenance Term, ISI may increase its annual Maintenance Fee for ~ent renewal periods upon notice to Customer not less than 30 days prior to the expiration of the ance Term or then current renewal pedod. ~ 5. Non-Standard Service: [lowing sentence has been added as a non-covered item: charges for Equipment requested by the Customer to be shipped Overnight (in a non-Emergency or NFO {Next Flight Out). ipment Maintenance Agreements are non-cancelable, non-refundable. ~ou. We appreciate your business and look forward to a continued relationship for come! ly, ~. Wehmhoefer resident of Customer Support emanagement Solutions, Inc. REMIT TO: ISI TELEMA! 31231 NETW( CHICAGO, (847) 995-~ A/R CUSTOM! SOLD TO: BRAZOS C 300 EAS% S-316 BRYAN ATTN: AC SHIP VIA: CUSTOMER P.O. ITEM NO. /M * * * * AMOU PLEASE REFERENC ~ND INVOICE NUM} *** INVOICE *** ~GEMENT SOLUTIONS· PLACE 60673-1312 02 INC. INVOICE NUMBER: INVOICE DATE: PAGE 1 6057293-IN 09/15/04 #: 00-0044678 UNTY COURT HOUSE 26TH STREET TX 77803 OUNTS PAYABLE SHIP TO: ORDER NUMBER: ORDER DATE: SALESPERSON: I' Br_a z..os County Au litors Office D044 INVOICE TYPE PAYMENT TERMS PMA PAYABLE ON RECEIPT ORDERED SHIPPED BACK ORD PRICE AMOUNT ERVICE AGREEMENT IWN00440C {AZOS COUNTY COURT HOUSE ~REEMENT RENEWAL FOR 11-05-04 TO 11-05-05 )NTRACT AMT: $640.00 )R SERVICE FROM 11-05-04 TO 11-05-05 ~ NOW DUE * * * * )R SERVICE AT THE FOLLOWING LOCATION(S) 0000044678 BRAZOS COUNTY COURT HOUSE 300 EAST 26TH STREET , BRYAN ITEM NO ITEM DESC SERIAL NO. 003138 POLLSAFE MODEL P5680201327 · TX 640.00 YOUR A/R CUSTOMER NUMBER CR WITH YOUR PAYMENT. THANK YOU! VOL PAGE. l TAXABLE AMOUNT: NONTAXABLE AMT: SHIP & HANDLE: SALES TAX: INVOICE TOTAL: .00 640.00 .00 .00 640.00 REMIT TO: ISI TELEMA~ 31231 NETWC CHICAGO, II (847) 995-C A/R CUSTOM5 SOLD TO: BRAZos C 300 EAST S-316 BRYAN ATTN: AC SHIP VIA: CUSTOMER P.O. *** INVOICE *** ~GEMENT SOLUTIONS, ~K PLACE 60673-1312 ~02 INC. #: 00-0044678 UNTY COURT HOUSE 26TH STREET TX 77803 OUNTS PAYABLE PAGE, 1 INVOICE NUMBER: INVOICE DATE: 6057292-IN 09/15/04 SHIP TO: ORDER NUMBER: ORDER DATE: SALESPERSON: rtl =, osCougty D044 INVOICE TYPE PMA PAYMENT TERMS PAYABLE ON RECEIPT ITEM NO. ORDERED SHIPPED BACK ORD PRICE AMOUNT ERVICE AGREEMENT IWN00440B RAZOS COUNTY COURT HOUSE SREEMENT RENEWAL FOR 11-05-04 TO 11-05-05 DNTRACT AMT: $1499.00 /M * * * * AMOU DR SERVICE FROM 11-05-04 TO 11-05-05 NOW DUE * * * * DR SERVICE AT THE FOLLOWING LOCATION(S) 0000044678 BRAZOS COUNTY COURT HOUSE 300 EAST 26TH STREET , BRYAN ITEM NO ITEM DESC SERIAL NO. 008973 IFW 1000 PKG. 008976 IFW CAPS 1-5 SI , TX 1,499.00 PLEASE REFEREN~ AND INVOICE YOUR A/R CUSTOMER NUMBER WITH YOUR PAYMENT. THANK YOU! TAXABLE AMOUNT: NONTAXABLE AMT: SHIP & HANDLE: SALES TAX: INVOICE TOTAL: .00 1,499.00 .00 .00 1,499.00 Brazos County Courthouse %nfortel Select Call Accounting Upgrade Proposal August 23, 2004 IST Tele agement Solutions, ]~nc. Art Niemaszyk (847) 706-5093 !05! Perir~ ~ter Drive, Suite 200 Fax (847) 995-0003 Schaumbut IlL 60173 TS[ Part #1 Unit Price (~ Total Price 011100 ~ Upgrade from .rnfortal for I/Yindow~ ;JO00 version 4.2.2 to $ 4,496 I No charge* / .rnfortol ~elect .~000 Oe~/~op vera/on 008969S-Q i Rrst of 3 years Rate Table Subscription - 4 updates/year 760 I 760 51203 I Rrst of 3 years Software Support for Infortel Select 1000 1,388 I 1,388 2710A-53 [ Fimt of 3 yea~ advanced depot support for existing 2MB buffer box 593 I 593 008982 i On-site installation & training 1,800 I 1,800 Total Cost ~ year for .rnfortel ~elect b~/stem $ Tax and freight additional * No charge [l notJon based on 3 year support and Rate Table Subscription agreement, billed annually. 2"~ Year Sup? t & Rate Tables Cost $ 2,741 3~ Year SuPP~ t & Rate Tables Cost 2,741 Total [ $10,023 l'nfortel Pentium 3.5" Flop CD-PON 40 GB Hz 512 MB [ Two Seal One Para One Mou Window., elect Minimum PC Reauirements: 2 Ghz or Faster Processor Disk Drive dve 2rive Ports .,I Port : Port 000 Professional or Windows XP Professional Brazos County Courthouse - Site ID #q4678 This PBX. was prepared based on i main site with no more than 1,000 extensions using a Nortel Option 61C Notes: 1) 2) 3) 4) s) customer will furnish the PC and Laser Printer. PC requirements are listed above. database will not exceed 2 million total transactions (call records) on line; if so, Infortel Select configuration is required. work will be done at the time of the initial installation. Any work required afterward may be subject 31 charges. These may include, but are not limited to, charges for return trips, data entry, or configuration work, )ment/software that is shipped and is then returned to IS! is subject to a 25% restocking fee. services are scheduled from 8:30AM - 5PM local time, Monday through Friday excluding 6) Technical Support is available from 7AM-7PM Centra! Time, Monday through Friday excluding 7) luote does not include any applicable taxes or shipping and handling charges. 8) 'dcing is valid for 90 days from date of quote. * Your I~Jrchase of an IS! telemanagement software system entitles you to our Telecom Profit Optimiz ~ (TPO) service. As part of the TPO, IS! will review your telecom invoices, contracts, etc. to (1) ider~l~f~ and obtain vendor refunds due to billing errors, (2) provide recommendations on how to reduce~ur overall voice and data communication costs on an ongoing basis, and (3) implement approv~l~ recommendations. There is no cost for this service unless IS! is successful in creating actual c~t savings. Through this service many of our customers have realized enough cost savings to pay for [] substantial portion of their telemanagement software system, reducing its overall cost. Brazos County Courthouse - Site ID #44678 Brazos County Purchasing Department 300 EAST 26TH STREET SUITE 117 BRYAN, TX 77803 PHONE (979) 361-4290 FAX (979) 361-4293 Purchasing Agent ~hens, Senior Buyer Marcia Mann, Buyer Robin Wood, Admin. Assist. ;WAL ACCEPTANCE By and I undo 2004 YOU1 herewith, I acknowledge and agree to renew Bid #2003-054, LIMESTONE AGGREGATE, in accordance with all terms previously agreed to and accepted. this agreement will be for the period beginning November 30, December 30, 2004. CONTRACTORS Auth~ BRAi AppI~ DS COUNTY )VED: Date Date VOL g ........ o~,~,~ .... o DAi ILL INDU TRIES Maintenance Agreement Connecting Curtoz 'r~ To Total Solutions Order Date: II Effective Date: Service Locali~n: Name Address f / City/State/Zip d~ ,~.-x ~ .~2C~,~ County Houm of Ope~flon: ICustomer No: Bill To: Name Austin 512-83 6-21 O0 Bryan 979?774-2200 Corpus Christi . 361-289-0900 Dallas 817-329-1017 Harlingen 956-425-3010 La redo 956-724-8188 San Antonio 210-805-8200 Tyler 903-509-8200 ILease No: I PO No. Jel Serial No.' "~ Start Meter Special Instruc~ns: . ------ ,,," ',. PriC6"11"i ', . .;'" ":'.,' .COpies/Scans ..... "'"',' ~' ': ......... Additional Copies/SCans Price "' "' $ .~ ,~c~ Includes: ~_.~ From: ~.~---~/ To' +' Cost; per: '.~ ' per: , ~ From: To' Cost: From: To · Cost: · . ' .Maintenance Includes: : .' : 'ElectriCal Requiremehts: " ~m [~'e~loper [:~P~x~Option [:3S~1~ Use Circuit I ICo~r Supplilats F-lPrint Controller [:]Dedicated Line ~1'~ck T nerl 'l Labor & Travel EISpecial: sPe~e__~fl1~ature / ~Ue:' Dahill Industries Acc oT~er. This ~greeme~ which do not // ~ .-- Date ptance sup~=~des any other wfilten or oral communications between the parties. DahUI Inclusldes is ~i~4i,h~ be]owr you a~.~.,~,[ the terms end cc.-,G;Jons of the cc.~bi~ Credit Approval Account Manager Date Title 1. TERM This agreemer occurs first) pv maintenance e subject to any thereafter. 2. CANCELLATI( This agreemer 3. BREACH OR I If the custome equipment or ~ including the r All equipment i (1) Ma (2) ~ (3) Ma H) on If the custome~ Industries may 4. RELOCATION Burr agrees event of such 5. NO WARRAN~ · Other than the WARRANTIES RESPONSIBLI PERFOP, MA~ 6. PARTS AND Dahlll Indust 7. ASSIG~4MENT No assignment 8. COMPLETE Al Buyer specifics been relied on · 9. RECONDITIO~ This agresmen accident or mis 10. CHARGES The initial chaq respect to any ~ the Initial term i specification of any pest baier~ INDUSTRIES 1: SATISFIED. If 11. SERVICE HOL In the event sel following ratee. 5:00 p.m. to ml~ 12. CONNECTED i Connected equ published rate. TERMS AND CONDITIONS ~hall become effective upon receipt by Dahlll Industries in accordance to term, maintenance charge and maxlmum number of copies(whichever dad on the reverse side hereof. Unless notified in writing sixty (60) days prior to the expiration date hereof by the customer o~: Dahlll Industries, this semant shall be automatically renewed for the same successive period of time upon the same terms and conditions as stated herein end shell be ce/rate Increase necessary to conform to the then Dahlll Industries rates (not to exceed 10% per year) a. nd at any twelve (12) month interval nay not be transferred If the equipment Is sold or title is transferred. This agreement is non-cancelabis or refundable. FAULT :)es not pay all charges for maintenance or pads as provided hereunder, promptly when due: (1) Dahlll Industries may (a) refuse to seneca the ~urnlsh service on a C.O.D. *Per Call" basis at published rates and (2) the customer agrees to pay Dahill Industries cost and expenses of collection ;onable attorney's fee permitted by law in addition to all other rights and remedies available to Dahlll Industries. ' dnbY Dab!II Ind.ustds. s. is design ..~ t_o give _ex. cai. lent.performance when operated within the following guldelinas es mus~ ee places In a normal omca sarong a'es worn excessive dust, humidity, temperature and ammonia fumes. ines must be operated on an isolated electrical line (if so noted on reverse side of this document). ines should be operated within the specified volume limitations. suppr~es within manufacturer required specifications should be u~ed. ~erates any machine outside the above listed guidelines and thereby causes abnormally frequent sewlce calls or service problems, then Dahlll ~ option, terminate this agreement Immediately. In that event, the customer will be offered service on a 'per cell' basis et published rates. to relocate the equipment subject to the Malntanance Agreement portion of thl~ agreement outside of Dahlll Industries servlctng ar~a and In the ,::atkm Buyer agrees that this agraemant shall be deemed terminated by Buyer and Buyer agrees to pay balance remaining on agreement. ,llgaflona set ~orlh herein, DAHILL INDUSTRIES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED~ INCLUDING ANY iMPMED F MERCHANTABILITY, FITNESS FOR USE OR FITNESS FOR A PARTICULAR PURPOSE. DAHILL. INDUSTRIES SHALL NOT BE :OR DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. INCLUDING BUT NOT LIMITED TO, DAMAGES ARISING OUT OF THE USE OR OF THE EQUIPMENT OR THE LOSS OF USE OF THE EQUIPMENT AND CUSTOMER HEREBY WAIVES ANY CLAIMS THEREBY. =PLIES viii retain title to all supptles furnished hereunder, Including consumable pads such es drum remains, with Dahlll Industries until said supplies are ~-tent they may not be further utilized in lhe copy making process. ' any rights thereunder shell be valid as to Dahlil Industries unless consented to in v~ting In advance by same. [EEMENT agrees that NO OTHER representations, constitutions or warranties other than those set specifically In writing herein have been made or have the making of this agreement. IG oas not include: In shop reconditioning or oven%auling that requires major disassembly. The replacement of trays, dcora & covers caused by e. The repairs necessitated by the use of toner not consistent with 1he model copier listed on reverse side. for maintenance under this agreement shall be the amount set forth as the "Rate" on lhe reversed side hereof. The maintenance charges with i~wal term will be Dahlil Industries charge In effect st the time of renewal. Customer agrees to pay the tote[ of all charges for maintenance during J any renewal term within 10 days of the date of Dahlil Industries Invo(ca for such charges. Customer understands that alterations. Attachments or gee may require an increase In maintenance charges and agrees to pay such promptly when due. Dahlll Industries is hereby authorized to offset ' BALANCES SHALL HAVE BEEN ~hill industries does not receive the current month copy count, the current month Maintenance Agreement charges will be estimated. ;e is requested by the custome~ other than 8:00-5:00 Monday-Friday, it will be provided, If available with forty eight hour prior notice, subject to the ~rvlce pedormed on Saturday between 8:00 a.m. and 5:00 p.m., will be at one and one-half times the prevailing hourly rate. Service performed after Ight, Sunday and holldaye will be charged twice the hourly rate. )PIER/PRINTERS nent will be covered up to the computer/network co..noection. Service calls produced by computer/network p~obiems may be billed at current ' DI DATE ITEM: BRAZOS COUNTY COMMISSIONERS' COURT ACTION FORM 'MENT Road and Bridge NUMBER 5600'10 COURT MEETING: November 23, 2004 ;rmission to enter Dwayne Creers property located off Shirley Road for the clearinq an approximate 50' X 50' area for siqht distance for the health, welfare of the general public. Site is located in Precinct 2. SOUR( OF FUNDS: N/A PRESE Area may be treated with an herbicide and hand cleared of brush; all debris will be hauled off from the property. SUBMI~ ED BY: I~ic~rdLi~. Vance, P.E. County I~gineer CC04-1 II ~ This Re~:~uest is Approved (or) Denied Date:I1 _ R~dy ~1~, (~ou~"'ty-Judge APPROVED BY: CTommissioner E. Duane Peters Precinct 2 ,by Commissioners' Court Randy Sims County Judge Tony Jones Commissiom Duane Peten Corem/ss/onE Kenny MallarE Commissione~ Carey Cauley Commissione~ I. I, I1. i11. IV. L( DI BRAZOS COUNTY PRIVATE PROPERTY ACCESS PERMISSION FORM )ct 1 'ct 2 'ct 3 ct 4 ND OWNER AND ADDRESS Date October 26, 2004 Dwayne Creel 2103 Williams Way Bryan, Texas 77808 CATION OF WORK Shirley Road at ~M 2038 SCRIPTIONOFWORKTOBEDONE Permission to enter propert7 to clear approximate 50~ x 50' area for sight distance for the health, safety and lfare of the general public. Area may by treated with a herbicide then nd cleared of brush. Ail brush and debris will be hauled off from the operty. !NTENANCE YES ~ NO 'ES, ESTIMATE FREQUENCY OF MAINTENANCE as needed (Owner will  to maintenance) RiC~rd F"[ Vance, P.E. E~r Z.;,:'c; ,"oreiiian/'Right o~°V~ay Agent County E igineer Owner's ignature: ~~-~--~~ ~ DATE