Ra -  MISS  Dale County Commission  Commission Meeting Minutes - November 28, 2023  The Dale County Commission convened in a regular session Tuesday, November 28, 2023. The following members were present: Chairman Steve McKinnon; District One Commissioner Chris Carroll; District Two Commissioner Donald O. Grantham; District Three Commissioner Adam Enfinger; and District Four Commissioner Frankie Wilson. Chairman McKinnon called the meeting to order at 10:00am. Commissioner Carroll opened with prayer. Commissioner Grantham followed with the Pledge of Allegiance.  APPROVED  AGENDA, MINUTES & MEMORANDUM OF WARRANTS  Commissioner Carroll made a motion to approve the memorandum of warrants and minutes:  Memorandum of Warrants:  Accounts Payable Check Numbers 97769-97868. Payroll Check Numbers: 154940 - 154942. Direct Deposit Check Numbers: 426831 - 426976. Minutes: Commission Meeting of November 14, 2023.  Commissioner Enfinger seconded the motion, all voted aye. Motion carried.  APPROVED - PERSONNEL  Commissioner Enfinger made a motion to approve the following:  1. Austin Smith - Mapping & Appraisal - Real Property Appraiser Trainee- New Hire. 2. Evan Faircloth - Sheriff - Deputy to Investigator - Promotion. 3. Tyler Harrington - Sheriff - Part-time to Full-time Deputy - Promotion.  Commissioner Wilson seconded the motion, all voted aye. Motion carried.    Dale County Commission  Commission Meeting Minutes - November 28, 2023  Page 2of3  APPROVED = ROAD & BRIDGE - ALDOT AGREEMENT  Commissioner Carroll made a motion to approve an agreement for a Local Road Safety Commissioner Grantham seconded the motion, all voted aye. Motion carried.  Initiative Program Project. See Exhibit 1.  APPROVED - WORK REQUEST - TOWN OF GRIMES  Commissioner Wilson made a motion to approve a work request for the Town of Grimes. Commissioner Grantham seconded the motion, all voted aye. Motion carried.  See Exhibit 2.  APPROVED - ARPA - ROAD & BRIDGE OFFICE ADDITION  Commissioner Carroll made a motion to approve the additional expenditures for the ARPA  Road & Bridge Office Addition. See Exhibit 3.  Commissioner Grantham seconded the motion, all voted aye. Motion carried.  APPROVED - CAPITAL FUNDS EXPENDITURE - CORONER'S OFFICE Commissioner Wilson made a motion to approve expenditures for a covered parking structure for the Coroner's office. After three quotes were reviewed, the Commission Commissioner Grantham seconded the motion, all voted aye. Motion carried.  approved JNB Services. See Exhibit 4  APPROVED - ARPA - ELECTIONS  Commissioner Enfinger made a motion to approve the expenditure of ARPA funds for Election equipment such as polling pads, printer, and routers. The Commission authorized the Chairman to sign the ES&S agreement for the purchase. See Exhibit 5. Commissioner Wilson seconded the motion, all voted aye. Motion carried.  APPROVED - AL DEPT OF YOUTH AGREEMENT  Commissioner Enfinger made a motion to approve an Alabama Department of Youth Services Agency Grant Agreement and for Chairman to sign agreement. See Exhibit 6. Commissioner Wilson seconded the motion, all voted aye. Motion carried.    Dale County Commission  Commission Meeting Minutes November 28, 2023  Page 3of3  ANNOUNCEMENT - NEXT REGULAR MEETING  Chairman McKinnon announced that the next regular meeting of the Dale County Commission  will be Tuesday, December 12, 2023, at 10:00am.  ADJOURNMENT: CONFIRMATORY STATEMENT  Commissioner Wilson made a motion to adjourn the meeting. Commissioner Enfinger  seconded the motion. All voted aye. Motion carried.  Itis hereby ordered the foregoing documents, resolutions, etc., be duly confirmed and entered  into the minutes of the Dale County Commission as its official actions.  ahAy  Steve McKinnon, Chairman    Exhibit 1  CONSTRUCTION AGREEMENT FORA PROJECT  LOCAL ROADS SAFETY INITIATIVE PROGRAM  BETWEEN THE STATE OF ALABAMA DALE COUNTY COMMISSION  AND  Guardrail and Guardrail End Anchors at 3 Sites Site 1: BIN 012726 on CR-2 Site 2: BIN 012995 on CR-19 WEST Site. 3: BIN 008291 ON CR-19 EAST  Project No. LRSI-23240 CPMS Reference No. 100077768 PART ONE (1): INTRODUCTION  This Agreement is made and entered into by and between the State of Alabama (acting by and through the. Alabama Department ofTransportation), hereinafter referred to as the STATE; and the Dale County Commission, Alabama, (FEIN 63-6001505) hereinafter referred to as the WHEREAS, the STATE and the COUNTY desire to cooperate on a project for installation ofGuardrail and Guardrail End. Anchors at: 3 Sites; Site 1: (BIN 012726) on CR-2, Site 2: (BIN 012995) on CR-19 West, and Site 3: (BIN 008291) on CR-19 East; Project No. LRSI-2324( );  COUNTY.  CPMS Reference No. 100077768.  NOW, THEREFORE, it is mutually agreed between the STATE and the COUNTY as A. Project Funding: Funding for this Agreement is subject to availability of Federal Aid funds at the time ofauthorization. The STATE will not be liable for Federal Aid funds in any amount. Cost for the project will be financed, when eligible for Federal participation, on thel basis of90 percent Local Roads Safety Initiative (LRSI) funds with 10 percent COUNTY funds. Any deficiency inl Federal Aid or overrun in costs will bel borne by the COUNTY from County Federal Aid funds, ifavailable, and from COUNTY funds unless approved in writing by the STATE. Ini the event ofa an underrun inj project costs, the amount of Federal. Aid funds will be the amount stated below, or 90 percent ofe eligible  follows:  PART' TWO (2): FUNDING PROVISIONS  LRSI project costs.    Exhibit 1  B. Estimated Cost: The estimated cost and participation by the various parties is as follows:  ESTIMATED COSTS $277,128.00 $_30.792.00 $307,920.00  LRSI County Funds - 10% TOTAL (Incl CE&I & Indirect Cost)  Itis further understood that this is a cost reimbursement program and no federal funds will bej provided to the COUNTY prior to accomplishment of the work for which it is requested. Furthermore, no federal funds will bei reimbursed for work performed prior to project Any cost incurred by the COUNTY relating to this project which is determined to be ineligible for reimbursement by the Federal Highway. Administration (FHWA), or in excess oft the limiting amounts previously stated, will notl be an eligible cost to the project and will C. Time Limit: This project will commence upon written authorization toj proceed from the STATE directed to the COUNTY. The project shall be advanced to authorization by the end ofthe fiscal year, unless approved in writing by the State. The COUNTY agrees that  authorization.  be borne and paid by the COUNTY.  the STATE may unilaterally extend the time ofthe agreement.  PART THREE (3): PROJECT SERVICES  A. The COUNTY will furnish all Right-of-Way for the project. Associated Right-of-Way acquisition costs will notl be an eligible cost as part ofthis Agreement. The Right-of-Way acquisition phase is hereby defined as the appraisal fees, appraisal review fees and the cost All work accomplished under the provisions oft this Agreement will be accomplished on property, owned by or which will be acquired by the COUNTY in accordance with applicable Federal and state laws, regulations, and procedures. Any exceptions to this requirement must be approved by the STATEi in writing prior to incurring costs for which reimbursement is requested by the COUNTY. In cases where property is leased, or easements obtained, the terms oft the lease or easement will not be less than the expected Acquisition ofreal property by the COUNTY as aj part oft this project will conform to and be in accordance with the provisions oft the Federal Uniform Relocation Assistance & Real Property Acquisition Policies Act (49CFR 24, Subpart B), all federal environmental laws, Any property or property: interests acquired shall bei in the name oft the COUNTY with any condemnation or other legal proceedings being performed by the COUNTY. The COUNTY shall follow alll Federal regulations related to the Management, Leasing, and Disposal of Right-of-Way, uneconomic remnants and excess Right-of-Way as found in CFR 23 $710 Subpart D. Proceeds for Leases and Disposals shall be credited to the Project No change in use or ownership ofreal property acquired or improved with funds provided under the terms ofthis Agreement will be permitted without prior written approval from the STATE or FHWA. The STATE orl FHWA will be credited on aj prorata share, as provided in Part Two, Section B, any revenues received by the COUNTY from the sale or B. The COUNTY will relocate any utilities in conflict with the project improvements in accordance with applicable Federal and State laws, regulations, and procedures. Associated C. The COUNTY will make the Survey, perform thel Design, complete the Plans and furnish all Preliminary Engineering for the project with COUNTY forces or with a consultant  of acquisition incurred.  life ofthe improvements.  and all other applicable state and federal laws.  or to the' Title 23 Collector Account.  lease of property.  Utility costs will not be an eligible cost as part ofthis Agreement.  2    Exhibit 1  approved by the STATE.. Associated Survey, Design, Plan Preparation, and Preliminary Engineering costs will not be an eligible cost as part of this Agreement. Ifany Associated Survey, Design, Plan Preparation, and Preliminary Engineering costs are an eligible cost to the project, the COUNTY will develop and submit to the STATEa project budget for approval. This budget will bei in such form and detail as may be required by the STATE. Ata minimum, all major work activities will be described, and an estimated cost and source of funds willl be indicated for each activity. A signature line will be provided for approval by the Region Engineer and date of such approval. All costs for which the COUNTY seeks reimbursement must be included in al budget approved by the STATE in order to be considered for reimbursement. Budget adjustments may be necessary and may be allowed, subject to the approval oft the STATE in writing, in order to successfully carry out the project. However, under no circumstances will the COUNTY be reimbursed for expenditures over and beyond the amount approved by the STATE. The COUNTY will undertake the project in accordance with this Agreement, plans approved by the STATE and the requirements, and provisions, including the documents relating thereto, developed by the COUNTY and approved by the STATE. The plans, including the documents relating thereto, are ofrecord in the Alabama Department of Transportation and are hereby incorporated in and made aj part ofthis Agreement by reference. Itis understood by the COUNTY that failure oft the COUNTY to carry out the project in accordance with this Agreement and approved plans, including documents related thereto, may result in the loss ofi federal or state funding and the refund ofa any D. The COUNTY will: furnish all construction engineering for the project with COUNTY forces or with a consultant approved by the STATE as part oft the cost oft the project. Construction Engineering & Inspection cost are not to exceed 15%, without prior approval by the State. Associated Construction Engineering & Inspection costs will be an eligible E. The STATE will furnish the necessary inspection and testing ofi materials when needed as part ofthe cost ofi the project. The COUNTY may request the use ofa an approved third- party materials inspection and testing provider, as approved by the STATE.  federal or state funds previously received on thej project.  cost as part oft this Agreement.  PART FOUR (4): CONTRACT PROVISIONS  A. The COUNTY shall not proceed with any project work covered under the provisions ofthis Agreement until the STATE issues written authorization to the COUNTY to proceed. B. Associated Construction cost willl be an eligible cost as part of this Agreement. Forj projects let to contract by the STATE, the STATE willl be responsible for advertisement and receipt ofbids and the award of the Contract. Following the receipt of bids and prior to the award ofthe Contract, the STATE will invoice the COUNTY fori its proi rata share oft the estimated cost as reflected by the bid oft the successful bidder plus Engineering & Inspection and Indirect Costs (if applicable). The COUNTY shall pay this amount to the STATE no later than 30 days after the date bids are opened. Failure to dos sO For projects let to contract by the COUNTY, the COUNTY shall comply with all Federal and State laws, rules, regulations and procedures applicable to the advertisement, receipt of bids, and the award of the contract. The COUNTY will, when authorized by the STATE, solicit bids and make awards for construction and/or services pursuant to this Agreement. The COUNTY shall not solicit bids until the entire bid package (plans, specifications, estimates, etc.) has been reviewed and approved by the STATE. Following receipt ofbids, the COUNTY will provide all bids to the STATE with ai recommendation for award. The COUNTY shall not award the contract until it has received written approval from the For projects with approval by the STATE to use COUNTY Forces, the Construction for the project will be performed by the COUNTY at actual costs for labor, materials, and  may lead to the rejection oft the bid.  STATE.  equipment, as approved by the STATE."  3    Exhibit 1  The purchase of project equipment and/or services financed in whole or inj part pursuant to this Agreement willl bei in accordance with applicable Federal and State laws, rules, regulations, andj procedures, including state competitive bidding requirements applicable to counties and municipalities in the State of Alabama when the purchase is made by any such C.I Ifnecessary, the COUNTY will file an Alabama Department of] Environmental Management (ADEM) National Pollutant Discharge Elimination System (NPDES) Notice of Registration (NOR)(Code Chapter 335-6-12) for this project without cost to the State or this project. The COUNTY will be the permittee ofi record with ADEM for the permit. The COUNTY and the contractor will be responsible for compliance with the permit and the State will have no obligation regarding the permit. The COUNTY will furnish the State (Region) a copy oft the permit prior to any work being performed by the contractor. The COUNTY will secure all permits and licenses of every nature and description applicable to the project in any manner; conform to and comply with the requirements of any such permit or license; and comply with each and every. requirement of any and all agencies, and of any and all lawful authorities having. jurisdiction or requirements D. The COUNTY will comply with the Alabama Department of Transportation Standard Specifications for Highway Construction, Latest Edition, on this project and will ensure that work associated on this project meets the standards ofthe Alabama Department of Transportation, and the project will be built in accordance with the approved plans. E. The COUNTY shall be responsible at all times for all ofthe work performed under this Agreement and, as provided in. Ala. Code $ 11-93-2(1975), the COUNTY shall indemnify and hold harmless the State of Alabama, The Alabama Department ofTransportation, its For all claims not subject to Ala. Code $ 11-93-2( (1975), the COUNTY shall indemnify and hold harmless the State of Alabama, the Alabama Department of Transportation, its officers, officials, agents, servants, and employees from and against any and all damages, claims, loss, liabilities, attorney' 's fees or expense whatsoever or any, amount paid in compromise thereofarising out of, connected with, or related to the (1) work performed under this Agreement, (2) the provision of any services or expenditure ofi funds required, authorized, or undertaken by the COUNTY pursuant to the terms oft this. Agreement, or (3)misuse, misappropriation, misapplication, or misexpenditure ofany source. of funding, F. The COUNTY will be obligated for the payment of damages occasioned to private property, public utilities or the general public caused by the legal liability (in accordance with Alabama and/or Federal law) oft the COUNTY, its agents, servants, employees or G. Upon completion and acceptance ofthis project by the State, the COUNTY will assume full ownership and responsibility for the portion of the project work on COUNTY right-of- way and maintain the project in accordance with applicable State law and comply with the  entity.  applicable to thej project or to the project activities.  officers, officials, agents, servants, and employees.  compensation or reimbursement by the COUNTY, its officers, officials,  agents,  servants, and employees.  facilities.  Department's 's Local Road Maintenance Certification Policy.  PART FIVE (5): ACCOUNTING PROVISIONS  A. The COUNTY will, when appropriate, submit reimbursement invoices to the STATE: for work performed in carrying out the terms ofthis Agreement. Requests for reimbursement will be made on forms provided by the STATE and will be submitted through thel Region Engineer for payment. The COUNTY may invoice the STATE: not more often than once per month for the funds due for work performed under this Agreement. Invoices for payment will be submitted in accordance with state law. and will indicate that the payment is-due, true, correct, and unpaid, and the invoice will be notarized. Invoices for any work performed under the terms ofthis Agreement will be submitted within twelve (12) months  4    Exhibit 1  after the completion and acceptance by the STATE ofthe work. Any invoices submitted B. The COUNTY will not assign any portion of the work to be performed under this Agreement or execute any. contract, amendment or change order thereto, or obligate itself in any: manner with any third party with respect to its rights and responsibilities under this Agreement, without the prior written approval oft the STATE. .The COUNTY will establish and maintain a cost accounting system that must be adequate and acceptable to the STATE as determined by the auditor of the STATE. All charges to the Project willl be supported by properly executed invoices, contracts, or vouchers, as applicable, evidencing inj proper detail the nature and propriety ofthe charges in accordance with the requirements of the STATE. All checks, invoices, contracts, vouchers, orders or other accounting documents pertaining in whole or in part to thej project will be clearly identified, readily accessible and to the maximum extent feasible, kept The COUNTY will report to the STATE the progress oft the project in such manner as the STATE: may require. The COUNTY will also] provide the STATE any information requested by the STATE: regarding the project. The COUNTY will submit to the STATE financial statements, data, records, contracts and other documents and items of any respect The COUNTY will permit the STATE, the Comptroller General ofthe United States, and the Secretary of the USDOT, or either oft them or their respective authorized representatives, toi inspect, at any time, vehicles and equipment utilized or used in performance oft the project and any and all data and records which in any way relate to the project or to the accomplishment oft the project. The COUNTY will also permit the above noted persons to audit the books, records and accounts pertaining to the project at any and all times, and the COUNTY will give its full cooperation to those persons or their The COUNTY will comply with all audit requirements set forth in the 2 CFR Part 200 requirements, or the most current version oft those requirements under federal law. D. The COUNTY will retain all books, records, and other documents relative to this Agreement for a minimum of three (3), years after project termination, expiration of Federal interest, or close out, and the STATE, the Comptroller General oft the United States, and the Secretary oft the USDOT, or either oft them or their respective authorized representatives, will have full access to and the right to examine any of said materials at all reasonable E. Any user fee or charge to the public for access to any property or services provided through the: funds made available under this Agreement, ifnot prohibited by a Federal, State or local law, must be applied for the maintenance and long-term upkeep oft the project F. An audit report must be filed with the Department of] Examiners of] Public Accounts, upon receipt by the COUNTY, for any audit performed on this project in accordance with Act  after this twelve-month period will not be eligible forp payment.  separate and apart from all other such documents.  related to thej project as may be requested by the STATE.  authorized representatives, as applicable.  times during said period.  authorized by this agreement.  No. 94-414.  PART SIX (6): MISCELLANEOUS PROVISIONS  A. By entering into this Agreement, the COUNTY is not an agent oft the STATE, its officers, employees, agents or assigns. The COUNTY is an independent entity from the STATE, and nothing in this Agreement creates an agency relationship between the parties. B. Iti is agreed that the terms and commitments contained in this Agreement shall not constitute ac debt ofthe State of. Alabama in violation of Article 11, Section 213 ofthe Constitution of Alabama, 1901, as amended by Amendment 26. Iti is further agreed that, ifany provision of this Agreement shall contravene any statute or Constitutional provision or amendment, either nowi in effect or which may be enacted during the term oft this Agreement, then the conflicting provision ini this agreement shall be deemed null and void.  5    Exhibit 1  C. By signing this Agreement, the contracting parties affirm, for the duration ofthe Agreement, that they will not violatel Federal immigration law or knowingly employ, hire for employment, or continue to employ an unauthorized alien within the State of Alabama. Furthermore, a contracting party found to be in violation of this provision shall be deemed inl breach oft the Agreement and shall be responsible for all damages resulting therefrom. D. No member, officer, or employee oft the COUNTY, during their tenure of employment and for one year thereafter, shall have any interest, direct or indirect, in this Agreement ort the E. The terms ofthis Agreement may be modified by revision of this Agreement duly executed F. This Agreement may be terminated by either party upon the delivery ofat thirty (30) day G. Nothing shall be construed under the terms oft this Agreement that shall cause any conflict H. Exhibits A, E,H, M, and N are hereby attached to and made aj part oft this Agreement.  proceeds, profits, or benefits therefrom.  by the parties hereto. notice of termination.  with Section 23-1-63, Code of Alabama, 1975.    Exhibit 1  IN WITNESS WHEREOF, thej parties hereto have caused this Agreement to be executed by those officers, officials and persons duly authorized to execute same, and the. Agreement is deemed to be dated and to be effective on the datel hereinafter stated as the date ofits  approval by the Governor of Alabama,  ATTEST: By:  Dale County, Alabama As Chairman (Signature) tle missw  By: 5 E5  Clerk  A4 6y  Print Name of  Print Name of Chairman  (AFFIX SEAL)  This agreement has been legally reviewed and approved as to form and content.  By:  William F. Patty Chief Counsel  RECOMMENDED FOR. APPROVAL:  Steve Graben, P.E. Southeast Region Engineer  Bradley B. Lindsey, P.E. State Local Transportation Engineer  Edward N. Austin, P.E. Chief Engineer  STATE OF ALABAMA, ACTING BY AND' THROUGH THE ALABAMA DEPARTMENT OF TRANSPORTATION  John R. Cooper, Transportation Director  THE WITHIN AND FOREGOING AGREEMENT ISI HEREBY EXECUTED AND  SIGNED BY THE GOVERNOR ONTHIS  DAYOF  20  KAYIVEY 7  GOVERNOR, STATE OF ALABAMA    Exhibit 1  RESOLUTION NUMBER 2023-11-28  BE ITI RESOLVED, by the Dale County Commission as follows: Alabama Department of Transportation relating to aj project for: Project No. LRSI-23240 ); CPMS Reference No. 100077768.  That the County enter into an agreement with the State of Alabama, acting by and through the Installation of Guardrail and Guardrail End Anchors at: 3 Sites; Site 1: (BIN 012726) on CR-2, Site 2: (BIN 012995) on CR-19 West, and Site: 3: (BIN 008291) on CR-19 East; Which agreement is before this Commission, and that the agreement be executed in the name of the County, by the Chairman for and on its behalf and that it be attested by the County Clerk and BEI IT FURTHER RESOLVED, that upon the completion oft the execution oft the agreement by all I,t the undersigned qualified and acting Clerk of Dale County, Alabama, do hereby certify that the above and foregoing is a true copy of a resolution lawfully passed and adoptedt by the County Altak25 and that such resolution is on filei in the County Clerk's Office.  the official seal of the County be affixed thereto.  parties, that a copy ofs such agreement bel kept on filel by the County. named therein, a! a regularmeeting ofs such Commission held on the  day of  ATTESTI County yot the Minute Book oft thé County.  Fm5 Chairman  and that such resolution is ofrecordi in  5  IN WITNESS WHEREOF, ,Ihaye hereurto set my hand anda affixed the official seal oft the County  on this 28 day of Nlcnbe  a  (AFFIX SEAL)  8    Exhibit 1  STD CONTRACT EXHIBITS  REV. 9/19/16  EXHIBIT. A  PARTICIPATION BY DISADVANTAGED BUSINESS ENTERPRISES IN FEDERAL-AID Policy. Iti is the policy of the U.S. Department of Transportation that Disadvantaged Business Enterprises (DBE) as defined in 49 CFR Part 26 shall have the opportunity to. participate in the performance of contracts financed in whole or in part with Federal funds under this AGREEMENT. Consequently, the DBE requirements of4 49 CFR Part 26 apply to this AGREEMENT. DBE Obligation. The recipient of funds under the terms of this AGREEMENT agrees to ensure that Disadvantaged Business Enterprises as defined in 49 CFR Part 26 have the maximum opportunity toj participate in thej performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement. The recipient shall take all neçessary and reasonable steps in accordance with 49 CFR Part 261 to see that Disadvantaged Business Enterprises have the opportunity to compete for and perform contracts and shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of U.S. Department of Failure ofthe recipient off funds under thei terms ofthis AGREEMENT, or failure ofits subcontractor (ifa subcontractor is authorized) to carry out the DBE requirements of this AGREEMENT shall constitute a breach of contract, and may result ini termination oft the contract by the STATE, or such  PROGRAM  Transportation assisted contracts.  other remedy may be undertaken by the STATE as it deems appropriate.  9    Exhibit 1  STD CONTRACT EXHIBITS  REV. 9/19/16  EXHIBITI E  TERMINATION OR ABANDONMENT  a. The STATE has the right to abandon the work or to amend its project at any time, and such action on its part shall ini no event be deemed al breach of contract. b. The STATE has the right to terminate this AGREEMENT at its sole discretion without cause and make settlement with the COUNTY upon an equitable basis. The value of the work performed by the COUNTY prior to the termination of this AGREEMENT shall be determined. In determining the value oft the work performed, the STATE shall 1. The ratio of the amount of work performed by the COUNTY prior to the termination of the AGREEMENT to the total amount of work contemplated by 2. The amount of the expense. to which the COUNTY is put inj performing the work to be terminated in proportion to the amount of expense to which the COUNTY would have been put had he been allowed to complete the total work contemplated by the AGREEMENT, less any, payments previously made. In determining the value of the work performed by the COUNTY prior to the termination, no consideration will be given toj profit, which the COUNTY might have made on the uncompleted portion ofthe work. Ifthe termination is brought about as a result of unsatisfactory performance on the part oft the COUNTY, the value ofthe work performed by the COUNTY prior to termination shall be fixed solely on the ratio of the amount of such work to the total amount of work  consider the following:  this AGREEMENT less any payments previously made.  contemplated by this AGREEMENT.  CONTROVERSY  In any controversy concerning contract terms, or on a question of fact in connection with the work covered by this project, including compensation for such work, the decision of the Transportation Director regarding the matter in issue or dispute shall be final and conclusive of all parties.  CONTRACT BINDING ON SUCCESSORS AND ASSIGNS  a. This contract shall be binding upon the successors and assigns of the respective parties b. Should the AGREEMENT be terminated due to default by COUNTY, such termination shall be in accordance with applicable Federal Acquisition Regulations.  hereto.  10    Exhibit 1  STD CONTRACT EXHIBITS  REV.9/16/2021  EXHIBITH Page 1  EQUAL RIGHTS PROVISIONS interest agrees as follows:  During the performance of this contract, the COUNTY for itself, its assignees and successors in  a. Compliance with Regulations  The COUNTY will comply with the Regulations of the Department of Transportation relative to nondiscrimination in federally-assigned programs of the Department of Transportation (Title 49, Code of] Federal Regulations, Part 21, as amended by 23 CFR 710-405(b), hereinafter referred to as the Regulations), which are herein incorporated During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees to comply with the following non-discrimination statutes and authorities; including but not Title VI of the Civil Rights Act of 1964 (42 U.S.C. 8 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. $ 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because ofFederal Federal-Aid Highway Act of 1973, (23 U.S.C. $ 324 et seq.), (prohibits Section 504 oft the Rehabilitation Act of 1973, (29 U.S.C. $7 794 et. seq.), as amended, (prohibits discrimination on the basis of disability); and 49 The Age Discrimination Act of 1975, as amended, (42 U.S.C. S 6101 et Airport and Airway Improvement Act of 1982, (49 USC $471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, The Civil Rights Restoration Actof1987,(PL 100-209.(Broadened the scope, coverage and applicability ofTitle VI oft the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all ofthe programs or activities ofthe Federal-aid recipients, sub-recipients and contractors, whether such Titles II and III ofthe Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation ofpublic entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. $8 12131- 12189) as implemented by Department otTransportation regulations at  by reference and made aj part oft this contract.  limited to:  Pertinent Non-Discrimination Authorities:  origin); and 49 CFR Part 21.  or Federal-aid programs and projects); discrimination on the basis ofsex);  CFR Part 27;  seq.), (prohibits discrimination on the basis ofage);  national origin, or sex);  programs or activities are. Federally funded ornot);  49 C.P.R. parts 37 and 38;  11    Exhibit 1  STD CONTRACT EXHIBITS  REV. 9/19/16  EXHIBITH Page 2  The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. $ 47123) (prohibits discrimination on the basis of race, color, Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures nondiscrimination against minority populations by discouraging programs; policies, and activities with disproportionately high and adverse human health or environmental effects on minority and Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you. must take reasonable steps to ensure that LEP persons have meaningful access to Title IX oft the Education Amendments of 1972, as amended, which prohibits you from discriminating because ofsexi in education programs  national origin, and sex);  low-income populations  your programs (70] Fed. Reg. at 740871 to 74100); or activities (20U.S.C. 1681 etseq)  b. Nondiscrimination  In: accordance with Title VIofthe Civil Rights Act, as amended, 42 U.S.C. $2000d, Section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. S 6102, Section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. S 12132, and Federal transit law at49U.S.C. $5332, the COUNTYagreest thati it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. The COUNTY will not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices where the contract covers a program set forth in The COUNTY will comply with all provisions ofExecutive Order 11246 of September 24, 1965 as amended by Executive Order 11375, and oft the rules, regulations (41 CFR, In all solicitations either by competitive bidding or negotiation made by the COUNTY for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor, supplier orl lessor shall be notified by the COUNTY of the COUNTY'S obligation under this contract and the Regulations relative to nondiscrimination on the ground of race, color, religion, sex or national  Appendix B oft the Regulations.  Part 60) and relevant orders of the Secretary ofLabor.  C. Solicitations  origin.  d. Information and Reports  The COUNTY will provide all information and reports required by the Regulations, or orders and instructions issued pursuant thereto, and will permit access to its books,  12    Exhibit 1  STD CONTRACT EXHIBITS  REV. 9/19/16  EXHIBIT H Page 3  records, accounts, other sources of information and its facilities as may be determined by the STATE or the Federal Highway Administration to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required ofa COUNTY is in the exclusive possession of another who fails or refuses to furnish this information, the COUNTY shall sO certify to the STATE, or the Federal Highway Administration as appropriate, and shall set forth what efforts it has made to  obtain the information. e. Sanctions for Noncompliance  In the event of the COUNTY'S noncompliance with the nondiscrimination provisions provided for herein, the STATE shall impose such contract sanctions as it may 1. withholding of payments to the COUNTY under contract until 2. cancellation, termination or suspension oft the contract, in whole  determine to be appropriate, including but not limited to,  the COUNTY complies, and/or  ori inj part.  Incorporation of] Provisions  The COUNTY will include the foregoing provisions a. through f. in every subcontract, including procurements of materials and leases of equipment, unless excepted by the Regulations, orders or instructions issued pursuant thereto. The COUNTY will take such action with respect to any subcontract, procurement, or lease as the STATE may direct as a means of enforcing such provisions, including sanctions for noncompliance; provided, however, that int the event a COUNTY becomes involved in, or is threatened with, litigation with subcontractors, suppliers, orl lessor as ai result ofs such direction, the COUNTY may request the STATE to enter into such litigation toj protect the interest of g. Equal Employment Opportunity - The following equal employment opportunity  the STATE.  requirements apply to the underlying contract:  1. Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. $ 2000e, and Federal Transit laws at4 49U.S.C. S $5 5332, the COUNTY agrees to comply with all applicable equal employment requirements ofU.S. Department ofL Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department ofLabor," 41 C.F.R. Parts 60 ets seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. $ 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course oft the Project.  13    Exhibit 1  STD CONTRACT EXHIBITS  REV. 9/19/16  EXHIBIT: H Page 4  The COUNTY agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not limited to, the following: employment, upgrading, demotion ort transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the COUNTY agrees to comply with any 2. Age In accordance with Section 4 of the Age Discrimination in Employment Act of1967, as amended, 29 U.S.C. S 623 and Federal transit law at 491 U.S.C. $ 5332, the COUNTY agrees to refrain from discrimination against present andj prospective employees for reason ofage. In addition, the COUNTY agrees to comply with any implementing requirements FTA may 3. Disabilities 1 In accordance with Section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. $ 12112, the COUNTY agrees that itwill comply with thei requirements ofU.S. Equal Employment Opportunity Commission, Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,"29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.  implementing requirements FTA may issue.  issue.  COST PRINCIPLES  The STATE'S cost principles for use in determining the allowability of any item of cost, both direct and indirect, in this AGREEMENT, shall be the applicable provisions of Volume I, Federal Acquisition Regulations, Parts 30 and 31. The COUNTY shall maintain costs and supporting documentation in accordance with the Federal Acquisition Regulations, Parts 30 and 31 and other Regulations referenced with these Parts where applicable. The COUNTY shall gain an understanding of these documents and regulations. The applicable provisions of the above referenced regulations documents are hereby incorporated by reference herein asi iffully set forth.  EXECUTORY CLAUSE AND NON-MERIT SYSTEM STATUS  a. The COUNTY specifically agrees that this AGREEMENT shall be deemed executory only to the extent of moneys available, and no liability shall be incurred by the STATE  beyond the moneys available for this purpose.  14    Exhibit 1  STD CONTRACT EXHIBITS  REV. 9/19/16  EXHIBITH Page 5  b. The COUNTY, in accordance with the status of COUNTY as an independent  contractor, covenants and agrees that the conduct OfCOUNTY will be consistent with such status, that COUNTY will neither hold COUNTY out as, or claim to be, an officer or employee oft the STATE by reason hereof, and that COUNTY will not, by reason hereof, make any claim, demand or application to or for any right or privilege applicable to an officer or employee oft the STATE under the merit system or any other law of Alabama, including but not limited to workmen's compensation coverage, orr retirement membership or credit or any Federal employment law. This paragraph  also applies inl like manner to the employees ofCOUNTY.  COUNTY'SCERTIFICATIONS  The COUNTY by acceptance ofthis contract certifies that the rates or composition of cost noted in Article IV-PAYMENTS. are based on the current actual hourly rates paid to employees, estimated non- salary direct cost based on historical prices, the latest available audited indirect cost rate, and estimated cost of reimbursements to employees for travel (mileage, per diem, and meal allowance) based on the current policy of the COUNTY. The COUNTY agrees that mileage reimbursements for use of company vehicles is based on the lesser of the approved rate allowed by the General Services Administration of the United States Government or the reimbursement policies of the COUNTY at the time of execution of the AGRBEMENT. The COUNTY agrees that no mileage reimbursement will be allowed for the purpose of commuting to and from work or for personal use ofa vehicle. The COUNTY agrees that the per diem rate will be limited to the rate allowed by the STATE: at thet time ofe execution ofthe AGREEMENT. The COUNTY agrees that ai meal allowance shall bel limited to COUNTY employees while in travel status only and only when used in lieu ofa The COUNTY shall submit detailed certified labor rates as requested, andi in at timely manner, to the External Audits Section of the Finance and Audits Bureau of The Alabama Department of Transportation. The COUNTY agrees that material differences between rates submitted with a proposal and rates provided as certified for the same proposal are subject to adjustment and  per diem rate.  reimbursement.  15    Exhibit 1  STD CONTRACT EXHIBITS  REV. 9/19/16  EXHIBIT M  CERTIFICATION FOR FEDERAL-AID CONTRACTS: LOBBYING  This certification is applicable to the instrument to which it is attached whether attached directly or The prospective participantrecipient, by causing the signing of and the submission of this Federal contract, grant, loan, cooperative AGREEMENT, or other instrument as might be applicable under Section 1352, Title 31,U.S. Code, and the person signing same for and on behalfofthe prospective participantrecipient each respectively certify that to the best of the knowledge and belief of the prospective participant or recipient and of the person signing for and on behalfo of the prospective a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the prospective participantrecipient or the person signing on behaif of the prospective participantrecipient as mentioned above, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee ofal Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any. cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or b. Ifany funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, ai member of Congress, an officer or employee of Congress, or an employee ofa Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, or other instrument as might be applicable under Section 1352, Title 31,U.S. Code, thej prospective participantrecipient shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.  indirectly with other attachments to such instrument.  participantrecipient, that:  cooperative agreement.  This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission oft this certification is aj prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty ofnotl less than $10,000 and The prospective participantrecipient also agrees by submitting this Federal contract, grant, loan, cooperative agreement or other instrument as might be applicable under Section 1352, Title31,U.S. Code, that the prospective participant/recipient shall require that the! language oft this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall  not more than $100,000 for each such failure.  certify and disclose accordingly.  16    Exhibit 1  STD CONTRACT EXHIBITS  REV. 9/19/16  EXHIBIT. N  FUNDS SHALL NOT BE CONSTITUTED AS A DEBT  Itis agreed that the terms and commitments contained herein shall not be constituted as a debt of the State of Alabama in violation of Article 11, Section 213 of the Constitution of Alabama, 1901, as amended by Amendment Number 26. Itisi further agreed thati ifany provision ofthis AGREEMENT shall contravene any statute or Constitutional provision ofamendment, either now in effect or which may, during the course of this AGREEMENT, be enacted, then the conflicting provision in the When considering settlement of controversies arising from or related to the work covered by this AGREEMENT, the parties may agree to use appropriate forms of non-binding alternative dispute  AGREEMENT shall be deemed null and void.  resolution.  TERMINATION DUE TO INSUFFICIENT FUNDS  a. Ifthe agreement term is to exceed more than one fiscal year, then said agreement is subject tot termination in the event that funds should: not be appropriated for the continued payment b. Int the event of proration oft the fund from which payment under this AGREEMENT is tol be  oft the agreement in subsequent fiscal years. made, agreement will be subject to termination.  NO GOVERNMENT OBLIGATION TO THIRD PARTY CONTRACTORS  The STATE and COUNTY acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations of or liabilities to the STATE, COUNTY, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the The COUNTY agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided to) FHWA. Itis further agreed that the clause shall not be modified,  underlying contract.  except toi identify the subcontractor who will bes subject to its provisions.  17    Work Request Form  Exhibit 2  Dale County Road & Bridge Department  Government Entity: Date Requested: Requested by: Project Location: Description of Work:  Town ofGrimes 11/14/2023 Mayor Kirkland Town of Grimes  Culverts being cleaned  Cost Estimate: (to be completed by County Engineer and/or personnel  $3,177.10  Road and Bridge Reimbursement Options:  X  1. 100% by the requesting entity  2. 50% General Fund. 150%1 requesting entity 3. 100% by the General Fund  Commission Meeting Date: 11/28/2023  Approved (Y/N):  NOTE: Responsible party will be invoiced the actual county cost for labor,  equipment use and materials. Equipment use cost is based on Blue Book rates.    Exhibit 3  RESOLUTION FOR THE EXPENDITURE OF AMERICAN RESCUE PLAN ACT REVENUE REPLACMENT FUNDS FORGOVERNMENT SERVICES WHEREAS, Dale County, Alabama (the "County") has received American Rescue Plan Actf fiscal recovery funds ("ARPA funds") andi is charged with ensuring thats such funds are expended in accordance WHEREAS, under the Final Rule published by the United States Department of Treasury dated January 6, 2022, the County has elected to designate a standard allowance of up to $10,000,000 of its ARPA funds, noti to exceed the County's total ARPAI funds award, as revenue replacement ("Revenue  with state and federal law; and  Replacement funds"); and services; and  WHEREAS, the County may expend designated Revenue Replacement funds for government WHEREAS, the County has determined that there is a need to construct ar new county-owned shop facility to support its Engineering Department tof facilitate governmental services for its citizens ("Project'); WHEREAS, the Commission has determined that funds necessary to complete this projecti is a WHEREAS, the Commission entered into a contract dated June 6, 2023, for the construction oft the Project with Hughes Construction Services, LLC and subsequently allocated $559,000.00 of ARPAI revenue.  and  necessary, eligible, and reasonable use oft these funds; and replacement funds for this project on June 13, 2023; and  WHEREAS, the contract pricei included ac contingency amount of $10,000.00, some of which was WHEREAS, during the course of construction, Hughes Construction Services, LLC has identified the need for a Change Order to add additional electrical upgrades needed tol bring the property up to code  alreadyencumbered, leaving $1,610.55i in the contingency fund for this project to date; and  and has proposed a cost of $14,202.50;  WHEREAS, consistent with multiple Attorney General's Opinions, Poly, Inc., the architect of record fort the project, has submitted a statement detailing the need, review of the pricing, and recommending. that  the Change Order be approved; and  WHEREAS, the Commission has reviewed the information submitted by Poly, Inc., and hereby WHEREAS, the Commission further finds that the covering the cost oft the the Change Order, less the remaining contingency budget, is a necessary, eligible, and reasonable use of ARPA revenue  approves the Change Order as requested; and  replacement funds.  NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION as follows:    Exhibit 3  1) The County shall use an additional $12,068.14, totaling up to $611,068.14 of ARPAf funds, sO designated as ARPA revenue replacement funds, to cover costs of construction oft thel Projectin in support  oft the above-referenced govemmental service.  2) The County Administrator is hereby authorized to expend ARPAI funds for costs of expenses to support the govemmental services pursuant to the contract and Change Order #1. continued appropriation and availability of ARPAI funds for this purpose and in no event shall be used for any costs associated with the ARPAi infrastructure project that are not obligated on or before December 31,  3)  Expenditure oft theset funds, as authorized by this Resolution, shall be contingent on the  2024, and expended on or before December 31, 2026.  IN WITNESS WHEREOF, thel Dale County Commission! has caused this Resolution to be executed  ini its name and oni its behalf by its Chairman on the 28th day of November, 2023.  Sbre Yfm Steve McKinnon, Chairman Dale County Commission    Exhibit 3  AIA Document G701'-2017  Change Order PROJECT: (Name and address) Dalc County Road: and Bridge Oflice Addition 1725 County Road 30 Ozark, AL: 36360 OWNER: (Name and address) Dale County Commission 202 South AL-123, Suitc C Ozark, AL 36360  CONTRACT INFORMATION: Contract For: Date:. Junc 6, 2023 ARCHITECT: (Name and address) Poly, Inc. 1935 Headland. Avenue Dothan, AL: 36303  CHANGE ORDERI INFORMATION: Change Order Number: 0I Date: December 4,2023 CONTRACTOR: (Name ando address) Hughes Construction Services. LLC Highway 27 11083E. Ozark, AL36360  Construction  THE CONTRACT IS CHANGED ASF FOLLOWS: (Insert a detailed description ofthec change and, ifapplicable, attributable to execuled Construction Change Directives.) The original Contract Sum was The net changel by previously authorized Change Orders The Contract Sum priort to this Change Orders was The Contract Sum will bei increased by this Change Order int the amount of Ther new Contract Sum including this Change Order will be The Contract Time will bei incrcased by Zero (0) days. Ther new date of Substantial Completion will be April 21, 2024  atacho or reference specific exhibits. Also include agreed upon adjustments  Refert tot the attachments tot this change order for supporting documentation: and detail descriptions.  $ $  599,000.00 0.00 599,000.00 12,068.14 611.068.14  NOTE: This Change Order docs noti include adjustments tot the Contract Sum or Guaranteed Maximum. Price. or the Contract Time, that! havc been authorized by Construction Change Dircctive until the cost and time havei bcen agrecd upon! by both thc Owner and Contractor, in which  casca a Change Orderi isc executed tos supersede the Construction Change Directive. NOT VALID UNTIL SIGNED BY THE ARCHITECT, CONTRACTOR: AND OWNER.  Poly. Inc. ARCHITECT (Firm name) Clybn SIGNATURE Clayton M. Wilks, Principal Architect PRINTED NAME AND TITLE 12/4/23 DATE  Hughes Construction* Services, LLC SIGNATURE I4 James S. Hughes, Owner PRINTED NAME AND TITLE 12/8/23 DATE  Dale County Commission OWNER (Firm St SIGNATURE Steve! McKinnon, Chairman PRINTED NAME AND TITLE SHevr MKNsN DATE  m. wilks  77,  Digitally signed by Clayton M Wilks Date: 2023.12.04 16:02:29-0600  AIA Document G701- 2017. Copyright9 1979, 1987. 2000. 2001 and: 2017. All rights reserved. "The American Institute ofA Architects," documenty was "American Institute 16:51:12 of Architects." "AIA," the AIALogo, and" "AIA Contract Documente" aret tradomarks ofT The Amorican Instituto of Architocts, This ETon 12/04/2023 under Order No.2114410787: which expires on 02/22/2024, is not! forr resale. is licensed for one-time use only. andr may only accordance: witht the AIA Contract Documents? Terms ofs Service. Toreporto copyrights violations. e-mail docinlo@alacontractis. com.  produced be usedi at1 in (3B9ADA42)  1  User Notes:    Exhibit 3  CHANGE ORDER JUSTIFICATION  Change Order No. Date:  1  December4 4,2023  Purpose andi instructions on next page. Dor not staple this form and/or attachments; use clips. (A) PROJECT NAME &1 LOCATION: Dale County Road and Bridge Office. Addition 1725 County Road: 30 Ozark, AL: 36360 CONTRACTOR COMPANY NAME & ADDRESS: Hughes Construction Services, LLC 11083 E. Highway 27 Ozark, AL: 36360 (B) DESCRIPTION OF PROPOSED CHANGE(S):  OWNERI ENTITY NAME &A ADDRESS: Dale County Commission 202 South AL-123, Suite C Ozark, AL: 36360 Poly, Inc. 1935 Headland. Avenue Dothan, AL 36303  ARCHITECTURAL /ENGINEERING FIRMI NAME &ADDRESS:  ATTACH CONTRACTOR'S DETAILED COST PROPOSAL(S)  Upgrading an existing transformer, panel andf feeders needed for the new addition electrical to1 tie into the  existing building main panel and building service.  AMOUNT: VADD DEDUCTS (C) ORIGINAL CONTRACT AMOUNT (D) JUSTIFICATION FOR NEED OF CHANGE(S):  12,068.14 TIME EXTENSION: 0 CALENDAR DAYS  CONTRACT AMOUNT PRIORTO PAOPOSEDCMANSEORDER  PREVIOUS C.O.'s - THRU.  $_  599,000.00 + $_  12,068.14 = $  611,068.14  During course ofhis work, the electrical sub discovered that an existing transformer, panel and feeders needed to be upgraded for them tot tie the new addition clectrical into the existing building main pancl. Thesc necessary upgrades werc items that the electrical engineer would not have been able to forescc until pancl covers werc removed and existing wiring routing was identified during the construction process. Proposed work outlined in the attached work proposal from Contractor's electrical subcontractor is already onsite. Therefore, mobilization costs would be reduced. In: addition, work  electrical subcontractor.  (E) JUSTIFICATION OF CHANGE ORDER vs. COMPETITIVE BID: could be complcted more quickly compared to competitive bid.  (F) ARCHTECTIENGNERS EVALUATION OF PROPOSED COST:  The cost of work based on the amount of work required appears to be fair and appropriate.  (G)  CHANGE ORDER RECOMMENDED PUICTURATENGRERNG FIRMI NAME ARC'TECTV/ENGINEERS SIGNATURE OWNER'S PROJECTI REPRESENTATIVES SIGNATURE  CHANGE ORDER JUSTIFIED AND APPROVED Dale County Commission OWNER ENTITYN NAME OWNER'S SIGNATURE s B By: OWNERSLEGAL COUNSELSSIGNATURE  Poly, Inc. m. lwilks  By: Tleybr By:  By:.  Page 1of1    Exhibit 3  CHANGE ORDER JUSTIFICATION: PURPOSE and INSTRUCTIONS The awarding of work through an existing contract may potentially conflict with, or violate, the "Competitive Bid Laws" of the State of Alabama. The determination of legality of Change Orders rests with the Awarding Authority and its legal advisor. In a June 15, 1979, Opinion, the Office of the Attomey General offered guidelines for making such determinations in conjunction with considering the facts and merits of each situation. The purpose of the CHANGE ORDER JUSTIFICATION is to provide a means through which the Awarding Authority considers these guidelines and the intent of the "Competitive Bid Laws" when authorizing Change Orders. Pursuant to these guidelines, the following types of changes meet the criteria for awarding work through II. Changes for matters relatively minor and incidental to the original contract necessitated by unforeseeable IV. Bid altemates provided for in the original bidding where there is no difference in price of the change order V. Changes of relatively minor items not contemplated when the plans and specifications were prepared and the project was! bid which are int the public interest and which do not exceed 10% of the contract price. Under these guidelines the cumulative total of Change Orders, including any negotiations to bring the original contract price within the funds available, would become questionable if the total of such changes and negotiations exceed 10% of the original contract price. These guidelines are not intended to interfere with the Awarding Authority's good faith discretion to respond to specific situations in the public's best interest. If the cumulative change order amount exceeds 10% of the original contract amount then the Owner's legal consultant must The CHANGE ORDER JUSTIFICATION is to be prepared by the design professional, who has evaluated the faimess and reasonableness of the proposed cost of the change(s) and recommends that the proposed Change 1. Insert the proposed Change Order Number, date of the Justification, and DCM (BC) Project Number in the 2. Section (A): Insert the complete name and address of the PROJECT, OWNER, CONTRACTOR, AND 3. Section (B): Provide a complete description of the proposed changes in work, referring to and attaching revised specifications and/or drawings as appropriate. An attachment may be used if additional space is needed, but insert the proposed amount and time extension of the change(s) in the spaces provided.. 4. Section (C): Insert the Original Contract amount, the net increase or decrease of previous Change Orders, . Section (D): Explain why iti is necessary, or in the public's interest, to make the proposed change(s) to the 6. Section (E): Explain why award of the changed work to the existing contractor instead of awarding the work 7. Section (F): The design professional must state his evaluation of the reasonableness and faimess of the 8. Section (G): The design professional must recommend the Change Order to the Owner by signing the the document; the Owner may require such recommendation from other individuals. The Owner must justified sign document indicating that they believe change order action inl lieu of the competitive bid process isj the proposed change(s). Revlew of the matter and signing of the document by, the Owner's legal counsel is highly. recommended. Ifthe cumulative change order amount exceeds 10% of the original contract amount then the Owner's legal consultant must sign the Change Order. Justification prior to  PURPOSE  Change Orders in lieu of through the Competitive Bid process: circumstances arising during the course of the work. III. Emergencies arising during the course of the work of the contract. from the original best bid on the alternate.  Minor Changes for a monetary value less than required for competitive bidding.  sign the Change Order. Justification prior to submission  INSTRUCTIONS Order be executed.  spaces providedi in the upper right-hand corner.  ARCHITECTIENGINEER.  Attached a copy of the contractor's detailed cost proposal.  and the Current Contract amount (preceding the currently proposed Change Order).  Work.  under the competitive bid process is justified.  proposed costs based upon his review of the contractor's proposal.  for  submission to DCM.    Exhibit 3  HUGHES CONSTRUCTION SERVICES, LLC  CHANGE ORDER PROPOSAL  B.C.No Project: Architect Change Request: Description of Change: Electrical Deficiencies  Date of Request: Change Order No.:  11/20/2023 Clay Wilks CONSTRUCTION CONTRACT CHANGE ORDER: #01  Dale County Road and Bridge Renovation Requested by:  Poly, Inc.  Electrical Deficiencies  Note: Lead' Time on Transformer is Appox. 2v weeks Lead Time on Electrical Panel is Approx 5 Weeks  Subtotal of/ Additional work Less Contingency in Bid G.C. OVERHEAD & PROFIT Net Change Order Amount:  $ 11,117.45 $ (1.610.55) 10% $ 950.69 $ 10,457.59  Work performed on thel basis of:  LUMP SUM  Ift this proposal is accepted the AIA documents will reflect this change to our total contract along with any previous changes.  Ifworki is tol bec done onu unit pricest basis, quantities shown are approximate and payment will ber made fora actual quantilies as determined under the Subcontract. Increase (Decrease) in Contract Time:  $12,068.14  Total Proposal Amount  0  APPROVED BY: HUGHES CONSTRUCTION SERVICES, LLC  By: Keith Richardson Title: Project Manager Date: 11/20/2023 ACCEPTED BY: THE ARCHITECT  Witness:  By: Title: Date:  Witness:  Digitally signedby Clayton M' Wilks l BAe-2023-120+6: 03:04-06'00    Exhibit 3  SCARBOROUGH&. ASSOCIATES, INC. ELECTRICAL CONTRACTORS, AND ENGINEERS DOTHAN, ALABAMA 36302 P.0.BOX7127  FAX (334)671-1710  TELEPHONE (334)7 794-2781  November 18, 2023  Hughes Construction Services 11083E. Hwy 27 Ozark, AL 36360 Attention: Keith Richardson  Reference: Dale County Road & Bridge Office Addition  Keith,  We are pleased to submit a price of $11,117.45 to bring the electrical system up to code compliance.  Scope of Work  Remove and replace the 37.5kva transformer with a 45kva transformer.  Remove and replace the 100amp fuses with 70amps fuses in the existing disconnect switch serving Remove and replace the primary conduit and wire with 3 #4 and 1 #8 ground. Connect to primary of Disconnect the transformer ground and reconnect toi the new transformer. Remove and replace the secondary wiring with 4 #1/0 and 17 #6 ground, retain existing conduit for reuse. Connect to the secondary of the newt transformer and new panel Remove LB and conduit going thru the wall to the existing low voltage panel. Provide and install a new. 42 circuit 120/208V panel behind the existing panel on backside of wall, where the LB was removed. New panel will be provided with a 150Amp main breaker rated 10KAIC Refeed the existing MLO panel from the new panel utlizing the feed thru lugs. Label new panel RPA Sec #1. Label existing panel RPA: section #2 and as being fed from RPA section #1. Label transformer TX-RPA. Label transformer disconnect switch.  the transformer.  the new transformer and existing disconnect switch.  and feed thru lugs.  General. Work to be performed during normal working hours Monday thru Friday, no premium time included.  Sales tax excluded from price. This price is good for 60 days. Ify you have any questions, please contact me  Davis Bacon wages and certified payrolls excluded. This price is for the above scope of work, no other work included.  Sincerely,  Gu Ky Dhompion James D (Danny) Champion Project Manager    Exhibit 3  NOTICE TO PROCEED  Owner: Dale County Commission Contractor: Hughes Construction Services, LLC  Owner's Contract No.: Contractor's Project No.: Architect's Project No.:  Architect: Poly, Inc. Project: Addition  26420  Dale County Road and Bridge Office  Effective Date of Contract: June 6, 2023  TO CONTRACTOR: July26,2023.  Owner hereby notifies Contractor that the Contract Time under the above Contract will commence to runon  On that date, Contractor shall start performing its obligations under the Contract Documents. No Work shall be done at the Site prior to such date. In accordance with the Agreement, the date of Substantial Completion is  April21,2024 and the date to achieve readiness for finai payment is May21,2024. Before starting any' Work at the Site, Contractor must comply with the following:  Install construction sitei fencing, gates ands safety signage for protection of students.  AIII local and state permits should be issued for the project.  Owner: Dale County Commission shg Authorized Signature By: Steve McKinnon Title: Chairman Date: June 6, 2023 Copy: Architect Owner Contractor  Contractor: Hughes Construction: Services, LLC  2E  By: James 5. Hughes Title: Owner Date: June 6, 2023    Exhibit 3  ALLOW/ANCE LOG SUMMARY DALE COUNTY ROADA ANDI BRIDGE OFFICEADDITION DALE COUNTY,AL DCMF PROJECTI NO: N/A PSCA PROJECT NO: N/A POLVPROJECTI NO: 26420 DATE:11/22/23 ITEM  Original Contract Allowances $ 10,000.00 $ 4,000.00  Furnishings  Construction and Contingency Equipment Allowance Allowance $ 1,714.45 $ 2,700.00 $ 3,975.00 $ 12,068.14  Notes  DESCRIPTION  1 Extra Electrical Outlets 2 Corian Countertops 3 WallF Relocation 4 Additonal Electrical Upgrades 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25  TOTAL CONTINGENCY ITEMS TODATE $ 20,457.59 $ BALANCE OF CONTINGENCYREMANING $ (10,457.59) S 4,000.00  (5,45750 $ 20,457.59  TOTAAIPAAEPMANNS TOTALALLOWANCES, SPENT TOD DATE  GACIEWNSTUP157FVEAD Dale County! Engineer rcMN.CeA Allowancel  Dale Co Eng- Allowances 11-22-23    Exhibit 4  Estimate  AUME Yourl Hamel Improvement Specialinal ervices  Customer Steve McKinnon  719 S Union Ave Ozark, AL 36360  From JNB Services  Estimate Number 8315  381 N Daleville Avenue Daleville, AL 36322 334-599-0169 nbservcasalegmal.com License #: #25756  Sent Date October 30, 2023 Expires January 28, 2024  Estimate for Front section porch  Item  Quantity  Price  Total  install bottom brace anchored. install 6x6 post. frame ceiling structure (open ceiling). structure will gabled with proper slope to fit 2 vehicles. install metal roofing with proper screws. install gutters on each side of porch. Estimate includes labor, materials and trash removal. (Structure will not be attached to building)  1 $18,300.00 $18,300.00  (20x23)  1  $0.00  $0.00  $18,300.00 $18,300.00  Subtotal Total  Notes  This estimate does not include the removal/relocation of Personal pelongings/Fumnture. any items not removed prior to the start of the job are not the responsibility oft the contractor if damaged or dirty. If removal of personal Delongings/furniture by the contractor is desired an additional fee will need itt to  cover this cost.  Florida Builders License - CBC1263783  Estimate delivered by  breezeworks breezeworks.com  Pagelof2    Exhibit 4  CONSTRUCTION CONTRACT  This Construction Contract ("Contract") is entered into November 30, 2023 ("Effective Date"), by and between JNB Services LLC, with an address of3 381 N Daleville Ave, Daleville, AL 36322 "Contractor") and Steve McKinnon, with an address of719S Union Ave Ozark,  AL 36360-Customer", collectively the"Parties."  1. Construction Services. The customer wishes to obtain the Contractor's services to  perform the following work.  Extra:  install bottom brace anchored. install a 6x6 post. frame cciling structurc (opcn ceiling). structure will be gablcd with proper slopc to fit 2 vchicles. install metal roofing with Estimates include labor, materials and trash removal. (Structure will not be attached to  propcr scrcws. install guttcrs on cach sidc of thc porch. (20x23)  building)  Note:  This Contract does not include the removal/relocation of Personal bclongings/Pumiture, any items not removed prior to the start oft the job arc not the responsibilily of the contracior if damaged or dirty. If removal of personal belongings/fumiture by the contractor is desired an additional fec will bc nceded  to cover this cost. ("Services").  The Services are to bej performed at the following address: 719: S Union Ave Ozark, AL: 36360  ("Property").  The contractor agrees to fumish the labor, materials, and supplies necessary to perform the Services in accordance with the terms and conditions contained in this Contract. Upon completion of the Services, the Contractor will remove all materials, 2. Changes in the Services. Customers may requcst rcasonable changes to thc services described in Scction 1. Any changcs to thc Scrvices must bci in writing and signed by both Contractor and Customer. The customer agrees thal any changes to the Services  supplics, and other debris.  Page1  Initials Sh    Exhibit 4  may result in additional chargcs and cxtcnd thc Construction Schedulc described in 3. Construction Schedule. Thc contractor will completc the Serviccs in accordancc with thc following schedulc. The customer agrccs thal all dates arc: subjcct to change if the Customer requests any changes or additions to the Services. The completion  Section 3.  date is further subject to weather conditions Start Date: tol be determined Complction Date: tol be determined  4. Payment Schedule. Customer agrecs to pay Contractor the Total Payment specified bclow for thc Scrviccs in accordancc with thc following schedule: Thc clicnt will give an upfront down payment of $5.490.00  Total projcct amount: $18.300.00 The remainder ofthe Balance:  1. when the Contractor rcaches 50% oft thc complete amount willl be $6,405.00 2. when the Contractor reaches 100% of the complete amount will be! $6.405.00  Wea accept checks and cash. 5. Representations.  Contractor Representations. The contractor is duly licensed. Homebuilders #25756, HVAC license #1999243, Master Plumbing license #EMP-2092 Florida Builders License!l CBC1263783. The contractor will perform the Services in a workmanlike manner, in compliancc with all applicable laws, regulations, codes, restrictive Customer Representations. The customer is thc legal owner of the Property, or otherwisc has the authority to permit construction upon the Property. The requested Services are in accordance with all applicable laws, regulations, codes, restrictive covenants, and homeowners' association requirements. The customer has the  covenants, and homcowners' association requircments.  financial ability to pay the Contraçtor for the Services,  6. Obligations.  Contractor Obligations. The contractor will obtain, at its own cost, all necessary permits and approvals to perform the Scrviccs. The contractor agrecs to provide Customer licn waivers, licn relcascs, and/or acknowlcdgment of full payment upon receipt of each payment laid out in the Payment Schedule in Section 4 above. The contractor will take all reasonable safcty prccautions in performing the Scrviccs. Thc contractor will comply with all applicable laws, ordinances, rules, regulations, and  orders of public authorities for the safety of persons and property.  Page2  Initials5/A    Exhibit 4  Customer Obligations. The customer will providc thc Contractor, its cmployccs, agents, and subcontractors, reasonable access to the Property for the purpose of performing the Scrvices. The customer agrccs tol kecp the property cicar ofa all known and potential hazards. The customer further agrccs 10 kccp all pets out of the work arca of the Property. The Customer will be responsibic to make a decision to vacate the property; if chosen otherwise The Contractor will not be responsible for any medical issues. We advise you to stay away from working areas due tos safety hazards. We advise all customers with medical conditions that may worsen by the type ofv work being conducted in the property to vacant while work is performed. 7. Insurance. Contractor warrants it is adequately insured for injury to its cmployces and any others incurring loss or injury as a result of thc acts of Contractor or its  cmployces and subcontractors.  8. - Subcontractors. No Subcontraciors will be used.  9. Events Beyond Contractor's Control. Customer agrees that if the Contractor is unable to complete the Services by the Completion Date because ofreasons that were not caused by the Contractor (i.e., availability of necessary supplies, materials, etc.) or because of events beyond the Contractor's control (such as labor issues, fire, flood, acts of God, vandalism, etc.), Contractor will not be deemed to have breached this Contract and the time for Contractor to completc the Scrvices will bc extended by the amount of time reasonably necessary for Contractor to complete the Services and at a schedule agrecable to the Partics. Thet time for the Customer toj pay the Contractor for 10.Liability Waiver. If Contractor, any ofi its employccs, contractors, agents, or the like arc injured in the course of performing the Services, Customer is cxcmpt from  thc Scrviccs will bc cxtended in thc samc manncr.  liability for those injurics to the fullest extent allowed by law.  11.Termination. Customer can terminate the Contract by giving written notice: (a) if Contractor commits any material breach of this Contract and fails to correct the breach within 10 days ofi notice of the breach; or (b) ifthere is any repeated failure by Contractor to provide the Services of an acceptable standard and to the reasonable satisfaction of Customer. Thc customer is obligated to pay for thc matcrials installed Thc contractor can terminate the Contract by giving written notice: (a) if Customer fails to make thc payments required and sct forth in Scction 4 within 5 days ofnoticc of failure to make a payment; or (b) if Customer commits any other material,  att the property if! he decides to terminate thc contract.  Page3  Initials 577    Exhibit 4  non-financial breach and fails to correct thc brcach within 10 days of noticc of thc 12.Entire Agrecment. This document reflccts the entirc agrecment bctween the Partics and reflects a complete understanding oft the Parties with respcct to the subject matter. This Contract supersedes all prior written and oral representations. The Contract may not be amended, altered, or supplemented except in writing signed by both Contractor 13.Dispute Resolution and Legal Fees. In the event of a dispute arising out of this Contract that cannot be resolved by mutual agrcement, the Parties agrcc to engage in mediation. If the matter cannot bc resolved through mediation, and Icgal action cnsucs, thc successful party will bc cntitled to its legal fces, including, but not limited 14.Legal and Binding Contract. This Contract is legal andl binding between the Parties as stated above. This Contract may be cntered into and is legal and binding both in thc United Statcs and throughout Europc. Thc Partics cach represcnt that they havc 15.Severability. If any provision of this Contract shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If the Court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and cnforccablc, then such provision shall bc dccmed to be written, construcd, and 16.Waiver. The failurc of cither party to enforce any provision oft this Contract shall not bc construcd as a waiver or limitation oft that party's right 10 subscquently enforce and 17.Applicable Law. This Contract shall bc governed and construed in accordance with the laws of the state where the property is located, without giving effect to any  breach.  and Customer.  toi its atlorneys' fees.  the: authority to enter into this Contract.  cnforced as sO limited.  compel strict compliance with every provision oft this Contract.  conflicts ofl laws provisions.  Page4  Initials s/    Exhibit 4  BY SIGNING BELOW, THE CUSTOMER ACKNOWLEDGES HAVING READ AND UNDERSTOOD THIS CONTRACT AND THAT CUSTOMER IS SATISFIED WITH THE TERMS AND CONDITIONS CONTAINED IN THIS CONTRACT. THE CUSTOMER SHOULD NOT SIGN THIS CONTRACT IF THERE ARE ANY BLANK SPACES. THE CUSTOMER IS ENTITLEDTO. A COPY OF THIS CONTRACT. The Parties agree to the terms and conditions set forth above as demonstrated by their signatures  as follows:  Print)  Title: General Administrator Date: 12//2673 "CUSTOMER" or Authorized Signed:s  Print Name: Slese MKIAN Date: Dec 192023  E  Page5  Initials Sh    Exhibit 5  RESOLUTION FOR THE EXPENDITURE OF AMERICAN RESCUE PLAN ACT  FUNDS FORGOVERNMENT SERVICES  WHEREAS, Dale County, Alabama (the "County") has received. American Rescue Plan Act fiscal recovery funds ("ARPA funds") and is charged withe ensuring that such funds are expended in accordance  with state andi federal law; and  WHEREAS, under the Final Rule published by the United States Department of Treasury dated January 6,2 2022, the County designated a standard allowance of up to $10,000,000 ofi its ARPA funds, not toe exceed the County's total ARPA funds award, as revenue replacement ("Revenue Replacement funds");  and  WHEREAS, the County may expend designated Revenue Replacement funds for government WHEREAS, the County has determined that there is a need to purchase additional polling pads to WHEREAS, consistent with Code of Alabama (1975) S 17-4-2.1, Counties may utilize electronic polling devices to effectuate elections, provided the poling devices and software are certified by the  services; and  provide for safe and efficient elections; and  Alabama Secretary of State for use; and  WHEREAS, consistent with Code of Alabama (1975) S 41-16-51, resources and materials needed WHEREAS, the County has determined that the procurement of the following equipment is a necessary, reasonable, and proportionate measure to facilitate the provision of these government services: $38,425.00 to purchase 18 ExpressPoll System electronic polling devices, including all necessary software, routers, and printers from Election Systems & Software, LLC, as approved by the Alabama  to effectuate elections is exempt from the Competitive Bid Law, and  Secretary of State; and  WHEREAS, the County has identified the vendor from which to procure this equipment in a manner consistent with federal and state laws and guidelines, including compliance with the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2C.F.R. Part  200) asi it relates to the expenditure of Revenue Replacement Funds.  NOW, THEREFORE, BE ITI RESOLVED BY THE COMMISSION as follows:  1)  The County shall use up to $33,991.00 of ARPA funds, which are hereby designated as  Revenue Replacement funds, tot facilitate the provision oft the government services described herein. 2) The County Administrator is hereby authorized to expend these funds to purchase equipment as described herein from the designated vendor to facilitate the provision of these services. allocated and expended to provide these government services will not be used in such a way as to frustrate  3)  The ARPAI Program Director is charged with ensuring that Revenue Replacement funds    Exhibit 5  COVID-19 mitigation guidance issued by the Centers for Disease Control, orf for any other use prohibited by  the Final Rule or any applicable state ort federal law.  4)  Expenditure of these funds, as authorized by this Resolution, shall be contingent ont the  continued appropriation and availability of ARPA Revenue Replacement funds for this purpose and in no event shall be used for any expenses not obligated by December 31, 2024, and expended by! December  31,2026.  IN WITNESS WHEREOF, the Dale County Commission has caused this Resolution to be executed  in its name and oni its behalf byi its Chairman on the 28th day of November, 2023.  Sh f Steve McKinnon, Chairmanl Dale County Commission    Exhibit 5  Maintaining: voter confidence Enhancng che voter experience.  Dale County, AL Purchase Proposal Quote Submitted by Election Systems & Software Purchase Solution! Includes: Item] Description Pollbook Hardware  Unit Price $55.00 $230.00 $2.00  Extended Price $24,030.00 $660.00 $4,140.00 $36.00 $1,975.00 Included $450.00 $31,291.00 $15,645.50 $15,645.50 $2,700.00 $2,700.00  Quantity  18 ExpressPolls Systemi including Tabiet, Premiums Stand, Integrated Barcode Reader, Carrying Case, Mobile! Device Management $1,335.00  andE ExpressPoll Software Application 12 TP-Link Wireless Router 18 ExpressPollT Thermal Receipt Printer 18 Thermal ReceiptP Paper Roll Pollbook Equipment Installation 1Year Hardware ands Software Warranty Estimated Shippinga andH Handling Totall Purchase! Solution Payment Terms  Election! Services  Amounto duew withint thirty (30) calendar daysofcontracte execution: Amountduev within thirty (30)calendar daysofdeliveryo ofHardware: and/ors Software: Annual Post-W Warranty Softwarel Licensea and ExpressPoll Softwarel Licensea andN Maintenance: ands SupportF Fee Total Annual Post-Warranty License andI Maintenance: and Support Fees  Annual Post-Warranty License: and! Maintenance: and! SupportFees (Fees arel Based Upon a1 1-Year Customer Commitmenti to Subscribe tot thel Following Services)  ands SupportF Fees:  $150.00  Footnotes:  1. Thisq quotel isane estimate: andi iss subjectt tof finalr reviewa anda approvalb by both ES&Sa andd thec Customer. Ratesv validf fort thirty (30)daysa andt thereafter may change. intendedo onlyf for theu useo ofthei individualo ore entityt towhicht thed document entity withoutt thep priory writtena authorizationc ofES&S.  Anya applicable( (City&State)s salestaxesh haver notbeeni includedinp pricingand: are then responsibility ofthec customer. isconfdential, proprietarya andt trades secreti informationo ofES&Sa andis Subjectt tos state, municipal., jurisdictional, provinciald ort territory) lawstot thec isdirectedt contrary, thea to.1 Thisir abovep informationn pricingin informationi notbed disclosedo orr reproducede either publiclyo ort toz any otheri individualor  mayn  1of1  Date Presented: 11/27/2023  Quote    Exhibit 5  11208J JOHNGALTBLVD OMAHA, NE68137-2364 (402)593-0101  Sales Order Agreement  ELECTION SYETEME SOFWIRE  1stE Election! Date: March 5. 2024 Estimated Delivery! Date: December 2023 PhoneN Number: 334-774-2754 FaxNumber., NA  Customer Contact," Title: Sharon Michalic Probate. Judge Customer Name:, Dale Counly, Alabama a NEW D NEW a REFURBISHED  TypedfSale: Typeo ofEquip: BiTo: Dale County, Alabama Sharon! Michalic Probate, Judge P.O. Bax580 Ozark AL 36361 ltem Pollbook 2 Pollbook 3 Pollbook Polbook Pollbook Shipping  ShipTo: Dale County. Alabama Sharon Michalic-Probate Judge 100E Courts Square Ozark, AL 36361 Description  gty Price 12 $55.00 18 $230.00 18 $2.00 $1,975.00 $450,00 Order Total $ 31,291.00  Total $24,030.00 $660.00 $4,140.00 $36.00 $1,975.00 $450.00  ExpressPoll Systemi including Tablet, Premium Stand, IntegratedBarcodel Reader, Carrying 18 $1,335,00  Case, Mobile! Device! Managament, andE ExpressPoll SoftwareA Application  TP-Link Wireless Router Thermal ReceiptF Printer Thermal Receipt Paper Roll Equipment! Installation Shipping&H Handling  Frelght Billable: yes D no D Grega Woodyard Regionals SalesN Manager   SA CusiomérSignature Lhng!  1-123 Date  12/14/2023 Dale  Title  100% df Order Totald duel Thirty (30) Calondar Days aftert thela laterc of(a)E Equipment Delivery, or( (b)F Receipt df Corresponding! ES8S Invaice.  Payment Terms  Invaices arec duen net3 30f from recaipto ofinvoice.  Note1 1:A Anya applicables state andk localt taxesa arenoti included, anda aret then responsibilityc ofthe Customer.  Warranty Period (Years): One(1)Year FromE Equipment Dellvery Software License, Maintenance and Support Services (Post-Warranty Period)  Thet terms, conditions, andp pricingfo for thes Softwarel License, Maintenance and Support Services( Pos-WarertyPariod): ares setf forthi inE Exhibit/ Aa attached hereto.  SEEH HARDWARE PURCHASE ANDS SOFTWARET LICENSE TERMS Dale County, AL- Pallbook Fron!s Sides Sales OrderA Agreement- 12.04.2023  Page1    Exhibit 5  HARDWARE PURCHASE ANDS SOFTWARE! LICENSE TERMS  1, Definitions: shall! havet thet following meanings:  () thet total cost ofa any replacements, retrofits or modifiçations tot theE ES&S Hardware contracted for herein thatr may be developed andc offeredit byE ES&S in ordert fors such ES&S Hardware tor remain (i) Customer's pro-ratas share ofthed costs ofdesigning, developinga and/orc certificationby: applicable and/or ES8S Software purchased and! licensed by Customer under this Agreement. Customer shall. required duet toad changei inlocall law.c oriso otherwiser requestedo orr required! by Customer. 5. Delivery: Risk ofLoss. The Estimated Delivery Dates andF FirstE Election Use (ifany)s setf forth on! thefr fronts sideoft thisA Agreementa aree estimates andmays onlybe estabishedorrevsed, as applicable, by the parties, in a witten amendment to this Agreement, because of delays in executing this Agreement, changes requested by Customer, product availability and other events, ES&S willr notify ES&S Hardware and ES&S Software shall pass to Customer when such items are delivered to: Customer's designated location. Upon transfer of risk of loss to Customer, Customer shall be responsible for obtaining andr maintaining sufficient casualty insurance ont the ES&S Hardware and  Allo capitalizedt terms used, butn not otherwise defined, int these General Terms ori ina an Exhibit complianty witha applicablel lawsa andn regulations; and  federala ands statea authorities ofs suchs staten mandated Updates.  "Documentation") means any anda allv writtend ore electronic documentationf fumished Customer's pro-ratas share ofthe costs includedu unders subsection (im)a aboves shalll be determineda atthe org generallyn made availablet to Customert by ES&S relatingt tot theE ES&SH Hardware time by dividing the number ofr registered voters in Customer's jurisdiction by the total number of andE ES&S Software, includinga any operatingit instructions, userr manualsort training registered votersi inallo counties in Customer's state tov which ES&S has sold and/or ES&S Hardware "ES&SH Hardware" means ES&S's proprietary electronicp pollbook tablet, electronic pay ES&S the entire costsi incurred for design, development: ando certification ofa any Update whichis "ES&S Software License, Maintenance and Support Services" means those Customer ofs suchn revisions as soon as ESAS becomes aware ofs suchn revisions. Risko ofk loss fort the and/or developed by parties other than ES&S, including butr notli limitedt to, non- deliver writtene evidencet thereoft toE ES&S untila alla amounts payablet toES&S undert thisA Agreementhave  materials,  pollbook standa andE ExpressVote Activation CardF Printer, "ES&S Software"r meansE ES&S's proprietarye electronicp pollbook onE ES&S'se electronicp pollbooks. services describedo on ExhibitA "Software" means ES&S Software andT Third-Partys software.  Third Party Items" means hardware, equipment and software manufactured ES&SS Software ands shall name ES&S as anadditional insuredt  and, atES&S' request, shall  proprietary peripheral printers, wireless routers, USBO drives and/ors SDC Cards. beenp paidby Customer.  6. Warranty.  2. Hardware Purchase ands Software License Terms. Subjecttot thet terms andic conditionsofthis  ES&S Hardware/ESSS Software. ESES warrants thatf for ac one (1) year period (the components thata arec consumed inther normalc course ofo operating theE ES&S Hardware, including, but and make available additional Consumables as they may become available from time to time. The including. butnotli limitedt to, screen cracks. scratches, dents andb brokenp plastic orany defectsr resulting replacedit itemo ofES8S Hardware orE ES&S Software shall bey warrantedo only fort thes unexpiredt termof thep property OfES8S. Thisv warranty is effective providedt that( ()9 Customer notifies ES&S within three hasr notb been repaired, changed, modified or alterede excepta as authorzed ora approved by ES&S, (I the ES&SH Hardware or ES&S Softwaret to be repaired or replaced! hast beenmaintainede or repairedby disassembled. dismantied, modified, and/or tampered with by athird partyv without ES&S prior written resulto ofa accident, theft, vandalism, neglect, abuse, liquid contact, usev whichi isr notir ina accordance with the Documentation or causes beyondt ther reasonable control ofE ES&S or Customer, including acts of pandemics or outbreak ofcommunicables disease: quarantines: nationald or regional emergencies. labar  Sales Order Agreement (Agreement). ES&S agrees to sell and/or license, and Customer agrees to "Warranty Period"). itwil repair or replacea any component oft the ES&S Hardware or ES&S Software purchase andlor license, the ES&S Hardware andE ES&S Software described ont thef fronts side ofthis which, while underr normal usea ands service: ()failst top performi inaccordancev withi its Documentationin Agreement. Thepaymentt terms fort theE ES&SH Hardware andES&S Software ares setf fortho onthef front alln materialr respects, crdmidainmaanae orv workmanship." Thev Warranty! Periodwill commence side oft this Agreement. The considerationf for ES&S' grant oft thel license fort thel Initial Term for the upon delivery. The Warranty shall not include the repair or replacement of any ES8S Hardware ES&S Hardware Purchase Subject to thet terms and conditions of this Agreement, notli limitedt to, headphones andh headphone protectived covers. protective coatings, printer cartridgesor ES&S agrees to sell, and Customer agrees to purchase, the ES&S Hardware. Titet to the ESES ribbons, paper, batteries. removabler medias storaged devices (e.g. USBD Drivesa and/or SDC Cards). seals, Hardwares shail passt to Customery whend Customerk hasp paidE ES&St thet totala amounts setforhonthefront keys. powers supplies/cords, or marking devices (collectively, the Consumables'). ESRS mayr modity Grantoflicenses. Subjecttothet termsa ando conditions ofthisA Agreement, ES&SH hereby Warrantys shallr notir include ther repairs orr replacemento ofa anyE ES&S Hardware duet tocosmeticd damages, grants to Customer nonexciusive. nontransferable licenses for its bona fide full time, part time or fromr normal wear andt tear. ESES has no obligation undert thisA Agreement toa assume thec obligations temporary employees to use the ES&S Software and the Documentation in the Jurisdiction while under existing or expiredy warranty fora a Third-Party Item. ES&S shall notp av Customeris isu usingt the ES&SI Hardware andt timely paysthea applicable annualE ES&SS Sofiwarel License, Third Party! anye Items. Customer acknowledges! ES&S purchases ThirdF Party Itemsf provide for resale warranty to Customer Maintenancea ands SupportF Fees setforthons ScheduleA1 Thelicenses allows suchbonaf fidee employees andu thatproprietary: andi intellectual property rights tothe Third Party! Items are owned! by parties other touset the ES&SS Software (ins objecto code only) andt the Documentation, inthec course ofo operatingt the thanES&S. Customer furthera acknowiedgest thate exceptfor paymenttoES8Sfort theT ThirdF Party items, ES&S Hardware andn managing the ES&S Software voterli lists andv voter registration process ate each all ofitsn rights ando obligations with respect thereto flowt froma andtoth the Third Parties. Any repaired or 2. ProhibitedUses. Customers shallnott take anyo ofthef followinga actions withn respectt tot the ES8S they Warranty Period, Alir replaced components ofu the ES&S Hardware or ES8S Software willl become Reverse engineer, decompile, disassemble, re-engineer ord otherwise create, attempt to (3)business daysofthed discoveryo ofthefailured ofperformanceord defecta andis otherwisei inc compliance create, orp permit, allow or assisto others toc create, thes source codec ort thes structuralf frameworkf forp part withi its obligations hereunder, (I) the ES&S Hardware or ES&S Software to ber repaired or replaced Causeo or permita any use, display, loan, publication, transfer ofp possession, sublicensing an individual other than an authorized representative of ES&S (V the ES&S Hardware or ES&S orc other dissemination ofu theE ESRSS Software or Documentation, inwhole ori inp part, toorb by anyt third Software tober repaired or replaced has not been used, displayed, disseminated, transferred, loaned, Causeorpermits anyo changet tober madel totheES&SS Softwarev withoutES&S' priory written consent (V) theE ES&S Hardware or ES&S Software to ber repairedo or replaced is not'd damaged asa d. Cause orp permit anyn review, testing, examination or audit ofthe Software without God, fire, floods, rots, acts of war, terrorism ori insurrection, govemment acts or orders; epidemics, 3. Term of Licenses. Thel licenses granted in Section 2(b) shall commence upont the disputes. transportation delays, governmental regulations and utity or communication interruptions, delivery ofthe ES&SS Software describedi ins Section 2(b) ands shall continuet fora one (1)) year period and (VI) Customer has installed andi is using ther most recent Update provided toit itby ESAS. This (the" Initiall License Term"). Upone expirationo ofthel Initiall License Term, thell licenses shalla automatically. warranty isvoidf for any units ofhardware which: ()haver notb beens storedord operatedi inate temperature renewf fora an unlimitedr numbero ofs successive one-y year periods (eacha" License Renewall Term)upon: range according to their specifications, () have beens severely handled so as to cause mechanical thep payment by Customer oft the annual software license ands software maintenance ands support fee damage tot theu unit, or () havet been operated or handledi inan manneri inconsistenty withn reasonable assetforthd onE ExhibitA. Thel licenset termsf for anyl License Renewall Term shall bes setforthonE Exhibit treatmento ofa an electronicy product. Upon expiration ofthev Warranty Period, Customers shall be entitied A.E ESES may! terminate any of the licenses granted hereunder if Customer fails tot timely. pay! the tor receive Softwarel License, Maintenance: ands Support Services, thet terms ofwhich ares setf fortho on termination any of the licenses granted in Section 2(b) for ES&S Software or upon Customer's b. Exclusive RemediewDisclaimer, IN THE EVENT OF AI BREACH OF SUBSECTION: 7(a), discontinuance oft the use of any ES8S Software, Customer shall immediately retum such ES8S ESES' OBLIGATIONS, AS DESCRIBEDI IN SUCH SUBSECTION, ARE CUSTOMER'S SOLE AND Sofwarea andthen relatedDocumentationt (indudinganya anda allc copiesthereofto! ES&S, or(frequested EXCLUSIVE REMEDIES. ES&S EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER byE ES&S) destroy suchE ES&S Software and Documentation: and certify inv writingt toE ES&S thats such EXPRESS ORI IMPLIED, WHICH ARE NOT SPECIFICALLY: SET FORTH INT THIS AGREEMENT, 4. Updates. During thet Initiall License Term ora any License Renewal Term for which Customer: FITNESS FORA PARTICULARI PURPOSE. FURTHER, IN THEE EVENT CUSTOMERI DECLINES has paid the associated renewal fees. ES&S may provide new releases, upgrades. or maintenance ESBS'! INSTALLATION AND ACCEPTANCE1 TESTING SERVICES ORINA ANY WAY AT ANY TIME patchest tot the ES&S Software, together with appropriate Documentation ("Updates"). ona a schedule ALTERS, MODIFIES OR CHANGES ANY HARDWARE, SOFTWARE, THIRD-PARTY ITEMS solelys definedby ES&S. Customeri is solelyr responsiblet foro obtaininga andp purchasings any upgradesor ANDIOR NETWORK (COLLECTIVELY: "SYSTEM") CONFIGURATIONS WHICH HAVE BEEN Third-Party Items requiredt to operatet thel Updates, asv wella ast the cost ofany upgrades, replacements, PREMOUSLYNSTAIEDEY: ES&S ORV WPHICHAREOTHERWISE: REQUIREDINA ACCORDANCE retrofits or modifications to the ES&S Hardware which may be necessary ins order: to operate the WITH THE CERTIFIED VOTING SYSTEM CONFIGURATION, ALL WARRANTIES OTHERWISE Updates, All Updates shall be deemed to be ES&S Software for purposes oft this Agreement upon PROVIDED HEREUNDER WITH REPECT TO THE SYSTEM PURCHASED, LEASED, RENTED delivery. Updates totheE ES&SS Software shalll ber made onascheduleda agreedu uponinw writingbyE ES8S ANDIORI LICENSED UNDER1 THISA AGREEMENT SHALLE BEV VOIDA ANDOFN NOF FURTHERI FORCE instructions, or Customer may request that ES&S install the Updates at Customer's designated 7. Limitation Of Liability, Neither party shall be liable for any indirect, incidental, punitive, location. ES&S shall charge Customer atit its then-current rates to: () install the updates () train exemplary. special, orc consequential damages of any kindw whatsoever arising out of or relating.tot this Customer on Updates, if such training is requested by Customer and (iy if applicable, provide Agreement Neither party shall be liablef for the otherp party's negligent orv willfulr misconduct. ESAS maintenance ands supporto on the ES&S Softwaret thati is requireda as aresulto of Customer's failuret to total liabilityt to Customer arising out ofor relating tot this Agreements shallr note exceedt the aggregate timely installe anu Update. ES&S represents to Customert thatt thel Updates willc comply witha allapplicable amount to be paid! to ES&S hereunder. Bye entering intot thisA Agreement, Customer agrees to accept state law requirements att thet time ofd delivery. Customer shall ber responsible to ensuret thati ithas responsibility for (a)t the selection of, use of and results obtained from any equipment, software or installeda andi is using only certifiedy versions of ES&S Softwarei ina accordance witha applicablel law. In servicesnotp providedby ES&S andu usedy withtheESESH HardwareorESaSS Sofware;orD)user: errors, thee eventthata anyl Updates arer required duet toc changesins statel law,E ES&S reservest ther rightto charge voter errors or problems encountered! by anyi individuali in voung thata are noto otherwise ar resulto tofthe  ES&S Softwareis isi includedi int thec costo ofthe ES&S Hardware. sidec ofthisA Agreementfort theE ES&S Hardware.  for  pollingk locationi in Customer'sj jurisdiction. Software ort theD Documentation: oralloftheE ES&S Software; partyv withoutE ES&S' priorv written consent; or consent;or ESES priorwrittend consent:  ES&S  consideration duef for, or breaches Sections 2(b), 3, or9w with respectt to, such licenses. Upon the ExhibitA.  destructionh haso occurred.  INCLUDING, BUT NOT LIMITED TO, ANYI IMPLIED WARRANTIES OF MERCHANTABIITYOR  and Customer. Updates can be installed in accordance with ES&S's recommended practice and ANDE EFFECT.  Customerf fort thef following:  failure ofES8St toperform. ES&S shallr notbel liable undert thisA Agreementf for anyo claim, damage, loss, judgment. penally. cost. amountp paidi in setlemento orf feet thatis is caused by (y) Customer's failuret to  0 thet totalo costofany Third-F Partyl Itemst thata aren requiredino ordert to operate thel Updates;    Exhibit 5  timely or properly instal! and use ther mostr recent update providedt to itby ES8S or (2) Customer's perform anys services provided under this Agreement, Customer shall ber responsible for any such ES&S ownst the ES&S Software, allD Documentation; providedbyE ES&S, thec designa andc configurationof the ES&S Hardware and/or ESES Software (Enhancements), such requests shall be submittedi in theE ESES Hardware andt thef format, layout, measurements, design, anda alld other technicali information writing to ES8S. ES&S will evaluate each of the Enhancements to determine if any of such associatedv with theb ballots tobe usedv with theE ES&S Hardware. Customer hast ther right to uset the Enhancements are technologically feasible, commercially reasonable and consistent with ES&S's aforementioned items to the extent specified int this Agreement ESES also owns all patents, product direction, secunty protocol andp proçedures. Int the event thatE ES&S determines that any of trademarks. copyrights, trade names and other proprietary or intellectual property in, or used in suchE Enhancementsf meett thef foregoingr requirements. then ES&S shallp prepareas scope ofworky which connection with, the aforementionedi items. The aforementionedi items aisoc contain confidential and shall include an estimated timeline and the estimated costs for design, development, testing, proprietary trade secrets of ESES that are protected by. law and are ofs substantial valuet to ES&S. certificationa andi implementations ofs suchE Enhancements (the" sow). ES&S shallp providet thes SOWtO Customer shallk keept the ES&S Software andr related Documentationf freea ando clear ofallc claims. liens Customer forr reviewa anda approval. After ES&S's receipt ofv wnitten approvalofthes sowby Customer, ande encumbrances ands shalln maintaina allcopyright, trademark. patentorotheri intellectual orproprietary ES&S shallpreparea awrittend change orderf for Customer'se execution. ES8Ss shall solely owna andretain rights noticest thata ares setf forth ont theE ES&SH Hardware, theE ES&S Software, the Documentation, and any and all intellectual proprietary nghts in any Enhancements developed and provided: to the other party breaches anyn material provision hereofa andd does notcures such breachy within30d daysa after 18. Entire Agreement, This Agreement, including all exhibits hereto, shall be binding upon and 10. Excusable Nonperformance. Except for obligations to make payments hereunder. ife either Agreement, including all Exhibits hereto, containst the entire agreement oft the partiesv withr respectt to partyis delayedo or preventedf from performing its obligations undert this Agreement asar result ofany thes subjectr matterh hereofa ands shalls supersede andr replace any anda all otherp prioro or contemporaneous cause beyondi its reasonablec control, including acts of God, fire. floods, riots, acts ofwar, terrorism or discussions. negotiations, agreements oru understandings betweent the parties, whethery writtens or oral, insurrection, govemment: acts ororders; epidemics, pandemicso or outbreako ofc communicable disease: regarding thes subject matter hereof. Any provision of any purchase order, form, ord other agreement national or regional emergencies, labor disputes, transportation delays, governmental whicho confictsv withorisina addition! tothep provisions ofthis Agreements shallb beofnoforceort effect In regulations and utility or communication interruptions, the delay shall be excused during the the event ofa any confict between a provision contained ina an Exhibitt tot this Agreement andt these continuance of, andt tot the extent of, such cause. andu thep periodo ofperformance shall bes extendedto General Terms, the provision contained in the Exhibit shall control. No waiver, amendment, or thee extent necessaryt toa allow performance aftert the cause ofdelay hast beenn removed. ES&S agrees modification of any provision oft this Agreement shall be effective unlessi inv writing ands signed by the towork with Customer, at Customer's request, to develop mutually agreeable alternatives in ordert to party againsty whoms suchy waiver, amendmento or modificationiss sought to! be enforced. Noo consent by 11. Notice. Anyr noticed ord other communication requiredorp permitted hereunders shall beinw writing accordancey with thel laws ofthe State inwhich the Customern resides, withoutr regardi toi its conficts of andy will be deemed given when (a) delivered personally, (b)s sent by confirmed email, (C) sent by laws principles. Theparties agreet thatv venue fora anys disputeorc cause ofactiona arisingo outoforn related commercial ovemight courier (withy written verification ofr receipt)o or (d)s sent byr registered or certified tothis Agreement shall bei int thes state and federal courts of the United States locatedi int the Statei in mail, retum receipt. requested, postage prepaid, when the retur receipt is received. All whicht the Customerr resides. ES&S isp providing equipment, software, and's services to'Customer: asan communications) shall bes sent to the attention of the persons listed. ont the signature page to this independento contractor, ands shalln notb bec deemedt tobea"s state actor forpurposes 0f42US.C.51983 Agreementa andatthea addresseso ore emaila addresss setfo fortho onsuchs signature page unless otherr names ES8S maye engages subcontractors toy provide certaino oft thee equipment software, orservices. buts shall  electionnotton receive, orb tot terminate, theE ES&S Software Maintenance: ands Support 8, Proprietary Rights. Customera acknowledges anda agreesa asf follows:  additional charges, whichs shallb bei invoiceda atESaS'sthen currentr rates, 17. CustomerE Enhancements. Int the eventt that Customerr requests any future enhancements of  ballots! thata arep provided, anda all permitted copies ofthef foregoing. itreceivesv writtenn notification thereof fromt ther non-b breachingparty.  Customer.  9. Termination, This Agreement may be terminated, inwriting, ata anyt time bye either party ifthe  inuret tot thet benefito oft the parties and! theirr respectiver representatives, successors, anda assigns. This  minimizet then negativel impacto ofa anys sucho delay.  eitherp partyt to, orw waiver of,a abreachb bye eithers partys shalld constitute ac consent! tos ory waiver ofa any other differentors subsequent breachb by either party." This Agreement shallb beg govemed! bya andc construedin remain fully responsible for such performance. The provisions of Sections 1-3, 6(b), 7-8, 11,1 12(b), 13-16, and1 18ofthese General Terms shalls survive any termination ore expirationo oft this Agreement, to  ora addresses arep provided! bye either orb bothp partiesi ina accordance herewith. Payment of Undisputed/ Amounts. int the event ofa dispute between the parties regarding (1)ap product or servicef forv whichp paymenthas noty yet beenr madet toE ES&S, (2)t the amount dueE ES&Sfora anyp productors service, or(3) thec duec date ofany payment, Customers shallr nevertheless pay to ES&S when due all undisputed amounts. Such payment shall not constitute a waiver by Customer orE ES8S ofa any ofitsr rights andr remedies against! theo other party. Remediesf for Past Due Undisputed Payments. lfanyu undisputedp paymentto ES&Sis pastduen moret than3 30days, ES&S mays suspend performanceu undert thisA Agreement untils sucha amount isp paid. Any disputed oru undisputed payment notp paid by Customer to ES&S when dues shall bear interestf fromt the dued date atar rate equal tot thel lesser ofonea and one-halfp percent per montho ort the maximum amountp permittedbya applicablel lawf fore eachr monthorporionthereord duringy whichit tremains 13, Assignment. Excepti int thec case ofar reorganization ofthe assets or operations ofE ES8S with one orn more affiliates ofE ES&S ort thes sale, transfer ora assignmentofallo ors substantially: allo ofthe assets ofES&S or any business operationst thereoftoas successory whoh has assertedit itsi intentt to continuet the applicable business ofE ES&S, neither party may assign or transfer this Agreement or assign, subcontract ar delegate any of its rights, duties or obligations hereunder without the prior written consent ofthe other party hereto, sucho consent notb to be unreasonably withheldo or conditioned, nor 14. Compliance with Laws. ES&S warrants to Customer that, atthe time ofo delivery, theE ES&S Hardware andE ES&S Software solda andli licensed undert this Agreementv will comply with alla applicable requirements ofs statee electionl laws andregulations! thata arer mandatorya ande effective aso ofthel Effective Date: andw willh have beenc certifiedbyt thea appropriate state authontiesf for useir inCustomer'ss state. 15. Pollbook System Reviews. Inthe eventt thatt theJ Jurisdiction ort thes Stater require anyr reviews ore examinations (Reviews") ofc current or previous versions ofs state- certified ES8S Hardware andlor ESES Software or components thereof that arer not otherwise required as aresult of any changes or modifications voluntanly made by ES&S tot the ES&S Software and/or ESBS Hardware licensed and ()Customer'sp pro-ratas share ofthe costs of designing, developing, manufacturing and/or certification bya applicablef federala ands statea authorities ofanymandatedn modificationstotheE ES&SH Hardwarea and/or (Np)t thet total costo of any Third-Party Items thata arer requiredi in orderf fort the ES&S Hardware andlor ESES Software tos satisfy any new requirements resultingf from such Reviews in order to remain Customer's pro-rata share oft the costs included under subsections 15(i) and. 15Q) above shall be determineda atthe timeb bys dividingt ther numberofregistered) votersi nusomersiutidcsioby: thete total number ofregisteredv votersi inallo counties inCustomer'ss statet towhichE ES&SI hass solda andiori licensed the ES8S Hardware and/or ES&S Software purchased and licensed by Customer under this 16. Additional Services: Changes. Unless otherwisep providedi int this/ Agreement, Customer shall besolely responsiblef fora all costsn related tos servicese enteredi intolr ins separatea agreements sucha as, but notlimitedto, electiono coding, datac conversionc costsa andn neworks setupa ando communication. Customer shall also be solely responsible for all equipment and associated setup costs for the network infrastructure for data transfer and application communication, unless otherwise specified in this Agreement or separate agreements between the parties. Int the event that Customer makes any changes, updates, enhancements oro otherwisen modifes Customerscurrentlys existingvotern registration system and such changes, updates, enhancements. or modifications resulti in ES8S having to re-  12. Disputes.  thee extenta applicabie.  unpaid.  unduly delayed.  soldr hereunder, Customer shall ber responsiblet for: 0 Customer's pro-ratas share ofs suchF Review costs; ES&S Softwaret thatm mayr resultf froms such Reviews; and  certified; Agreement    Exhibit 5  EXHIBITA POST-WARRANTY PERIOD) ARTICLEI GENERAL  ES& SOFTWARE LICENSE, MAINTENANCE AND SUPPORT SERVICES  1.  Term: Termination. This Exhibit A for Software License, Maintenance and Support  Services shall bei in effect fort the coverage period as described in Schedule A1 (the "Initial Post-Warranty Term"). Upon expiration of the Initial Post-Warranty Term, this Exhibit A shall automatically renew for an unlimited number of successive One-Year Periods (each a "Renewal Period") until this ExhibitA is terminated byt thei firstt to occur of (a) either party's written election not to renew, which shall be delivered to the other party at! least thirty (30) days prior to the end of the Initial Post-Warranty Term or any Renewal Period, as applicable, (b) the date which is thirty (30) days after either party notifies the other that it has materially breached this Exhibit A, if the breaching party fails to cure such breach (except for a breach pursuant to subsection 1.(d) below which will require no notice), (c) the date on which thel ES&S Software is no longer certified by federal and/or state authorities for use in Customer's jurisdiction; or (d)t the date which ist thirty (30) days after Customer fails to pay any amount due to ES&S under this ExhibitA. Thet termination of this Exhibit A shall not relieve Customer of its liability to pay any amounts due to ES&S hereunder. Maintenance and Support Services under this ExhibitA, Customer shall pay to ES&S the Software License, Maintenance and Support Fees set forth on Schedule A1 for the Initial Post-Warranty Term. The Software License, Maintenance and Support Fees fort the Initial Post-Warranty Term are due as set forth on Schedule A1. ES&S may increase the Software License, Maintenance and Support Fees for al Renewal Period by not more than 10% of the amount of the most recent Fees paid by Customer. All fees for any Renewal Period shall be due and payable no later than thirty (30) days prior toi the beginning of such Renewal Period. The Software License, Maintenance and Support Fee shall be comprised of a fee for the Software License, Maintenance and Support provided for all other ES&S Software, and shall be in addition to any fees or charges separately referred to in any Section of this Exhibit A. If Customer elects to receive Software License, Maintenance and Support for an Add-On or New Product during the Initial Post-Warranty Term or any Renewal Period thereof, ES&S will charge an incremental Software License, Maintenance and Support  2.  Fees. In consideration for ES&S' agreement to provide ES&S Software License,  Fee for such services.  ARTICLEII HARDWARE  1.  Maintenance Services. Hardware Maintenance Services are not provided for any annual  or other periodic predetermined fees for the ES&S Electronic Pollbook Hardware. Any Hardware Maintenance Services shall only be available on at time, travel, and materials basis at ES&S' then current rates and only after Customer has delivered a written purchase order or other written agreement to pay for  such services in advance of ES&S' provision of the same.  ARTICLEI III  SOFTWARE LICENSE, MAINTENANCE, AND SUPPORT SERVICES  1.  License and Services Provided. ES&S shall provide license, maintenance and support  services ("Software License, Maintenance and Support') for the ES&S Software, to allow Customer to continue to license and use the software in accordance with the license terms setf forth in Sections 2-4 of the General Terms as well as to enable it to perform in accordance with its Documentation in all material respects, and to cure any defect in material or workmanship. The specific Software License, Maintenance and Support services provided by ES&S and each party's obligations with respect to such services are set  forth on Schedule A1.  1    Exhibit 5  2.  Updates. During the Initial Post-Warranty Term and any Renewal Period thereof, ES&S  may continue to provide Updates in accordance with the terms of Section 4 of the General Terms. Unless otherwise agreed to by the parties, ES&S shall install Updates in accordance with Section 4 of the General Terms. Updates to thel ES&S Software shall be made on a scheduled agreed upon in writing! by ES&S and Customer. Updates can bei installed in accordance with ES&S's recommended practice and instructions, or Customer may request that ES&S install the Updates at Customer's designated location. ES&S shall also charge Customer at its then-current rates to; () install the Updates; (i) train Customer on Updates, ifs such training is requested by Customer and (ii) if applicable, provide maintenance and support on the ES&S ES&S Software ifs such item requires suchs services as a result of(a) Customer'si failure tot timely and properly install and use the most recent update provided to it by ES&S, (b) repairs, changes, modifications or alterations not authorized or approved by ES&S, (c) use, modification, dismantling, or transfer to third party without ES&S's prior written consent, (d) accident, theft, vandalism, neglect, abuse, liquid contact or uset that is not in accordance with the Documentation, (e) causes beyond the reasonable control of ES&S or Customer, including acts of God, fire, floods, riots, acts of war, terrorism ori insurrection, government acts or orders; epidemics, pandemics or outbreak of communicable disease; quarantines; national or regional emergencies, labor disputes, transportation delays, governmental. regulations and utility or communication interruptions, or () Customer's failure to notify ES&S within three (3) business days after Customer knows of the need for such services. Any such Software License, Maintenance and Support shall be provided at the fees to be agreed upon byt the parties if and when the need for such Software License, Maintenance and Support arises. Replacement versions of Software requested by Customer as a result of items set forth in this Section 3 or as a result of Customer's actions or inactions shall be billable to Customer at ES&S' then corrections, programs, information and work product conceived, created or developed, alone or with Customer or others, as a result of or related to the performance of this Exhibit A, including all proprietary rights therein or based thereon. Subject tot the payment of all Software License, Maintenance and Support Fees, ES&S hereby grants to Customer a non-exclusive liçense to use that portion of such corrections, programs, information and work product that ES&S actually delivers to Customer pursuant to this ExhibitA. AIII licensed items shall be deemed to be ES&S Software for purposes of this ExhibitA. Except and to the extent expressly provided herein, ES&S does not grant to Customer any right, license, or other proprietary right, express or implied, in or to any corrections, programs, information, or work product covered by this Warranty Term or any Renewal Period thereof expires without being renewed, Customer may thereafter receive a Software License and resume receiving Software Maintenance and Support upon (a) notification toE ES&S, (b) payment of all fees, which would have been due to ES&S had the Initial Post-Warranty Term or any Renewal Period not expired, and (c) the granting tol ES&S of access to the ES&S Software, so that ES&S may analyze it and perform such maintenance as may be necessary before resuming the Software  Software that is required as a result of Customer's failure to timely install an Update.  3.  Conditions. ES&S shall not provide Software License, Maintenance and Support for the  current rates. 4.  Proprietary Rights. ES&S shall own the entire right, title and interest in and to all  ExhibitA. 5.  Reinstatement of Software License. Maintenance and Support. If the Initial Post-  License, Maintenance and Support services.  2    Exhibit 5  Schedule A1 Pricing Summary  Sale Summary: Description  Refer To ES&S Software License, Maintenance and Support Description and Fees Below  Amount $2,700.00 $2,700.00  ES&S Electronic Pollbook Software License, Maintenance and Support Fees  Total Maintenance Fees for the Initial Post-Warranty Term:  Terms & Conditions:  Note 1: Any applicable state and local taxes are not included and are the responsibility of Customer,  Note 2: Invoicing and Payment Terms are as follows:  ES&S shall Invoice Customer annually for each year of the Initial Post-Warranty Term. Payment is due before the start of each period within the Initial Post-Warranty Term.  3    Exhibit 5  ES&S SOFTWARE LICENSE, MAINTENANCE AND SUPPORT DESCRIPTION, AND FEES Initial Term: Expiration oft the Warranty Period through the first anniversary thereof Listed below is the Software and Fees for which Software License, Maintenance and Support willl be  SOFTWARE  provided:  Electronic Pollbook Software License, Maintenance and Support Fee In Total $2,700.00 $2,700.00  Annual Fee Per Unit $150.00  Qty  Description  18 ExpressPoll Software. Application  Total Software License, Maintenance and Support Fees  for the Initial Post-Warranty Term  Software License, Maintenance and Support Services Provided by ES&S under the Agreement  1. Telephone Support 2. Issue Resolution  3. Technical Bulletins available through Customer's ES&S Web-based portal  Note: Except for those Software License, Maintenance and Support services specifically set forth herein, ES&S is under no obligation and shall not provide other Software License, Maintenance and Support  services to the Customer unless previously agreed upon by the parties. Software License, Maintenance and Support Customer Responsibilities  1. Customer shall have completed at full software training session for the ES&S Software.  2. Customer shall have reviewed a complete set of User Manuals.  3. Customer shall ber responsible fort the installation and integration of any third-party hardware or software application, or system purchased by the Customer, unless otherwise agreed upon, in 4. Customer shall be responsible for data extraction from Customer's voter registration system. Customer shall additionally be responsible fort the accuracy of its voter registration data. 5. Customer shall be responsible fori implementation of any security protocols physical, network or otherwise which are necessary for the proper operation of the ES&S Software. 6. Customer shall be responsible for the design, layout, set up, administration, maintenance, or 7. Customer shall be responsible for the resolution of any errors associated with the Customer's network or other hardware and software not purchased or recommended by ES&S and not 8. Ifapplicable, Customer shall be responsible to ensure that its electronic pollbooks are properly connected to Customer's network for purposes of election day use and updates.  writing, by the parties.  connectivity of the Customer's network.  otherwise identified in the ES&S Software User Manuals.  4    Exhibit 6 23b  ALABAMA DEPARTMENT OF YOUTH SERVICES AGENCY GRANT AGREEMENT Fiscal Year 2023-2024 The Alabama Department of Youth Services hereby awards to Dale County Commission (Fiscal Agent, hereinafter called Recipient)  the amount of One hundred fifty-six thousand and no/100 dollars ($156.000.00).  These funds shalll be used for non-residential diversion services for Dale County youth who would otherwise bec committed toi the Alabama Department ofYouth Services (DYS). Based on youthr needs, the Dale County Juvenile Court (DCJC) will develop or collaborate in the development ofa diversion program, which may include the identification and selection of community providers. As a result oft the interventions funded by these monies and based on the estimates provided ini the grant application, thej program will provide diversion services to 44 youth annually with an ongoing capacity of22 youth at any given time. Thereby aiding ina reduction of county commitments tol DYS (including CLIMB, formerly! known as HIT), barring as significant increase in serious juvenile crime (i.e. violent felonies, felony sex offenses). To assistj juvenile courts in the provision ofservices for children in need ofs supervision (CHINS), DYS will permit the program to provide  diversion services to noi more than 10% ofyouth with CHINS offenses. These funds shall be utilized for the followingi purpose/activities:  The Dale County Juvenile Court Services is a community reinforcement, program designed to divert low to very high risk) youth) from DYS commitment. Pathway, Inc. services are individualized to address the unique risks and needs ofeach) youth. Interventions will focus on performance-based. outcomes for youth and their  families, and use those outcomes to determine program efficacy and youth progress.  Thej program that reçeives funding from this grant will:  Serve youth who would have historically been committed to the Alabama Department of Youth Services (CLIMB or regular DYS) ini the absence of the funded program. Specifically, this includes  youth with the following characteristics:  Males Females between the ages of1 12-18 instrument available on the DYS website  Delinquent youth with a medium to high risk of re-arrest, as determined by the risk assessment  Be developed by or in collaboration with the Dale County Juvenile Court (DCJC). Conduct regular self-evaluations. of program effectiveness, including evaluations that track outcomes for children served by the program (GIMS outcome measures). Maintain data on program participants as required in the DYS Grantee Information Management Produce an annual report for the October September fiscal year by utilizing the form available on the DYS website. Each such completed annual report shall be made available to the Alabama Department ofYouth Services by November 30. Decisions about renewing grants may be: made based on the courts' ability to show through these reports that the funds have been effective in diverting youth from To ensure fiscally responsible management of state funds, quarterly evaluative criteria are integral to the diversion grant funding process. These criteria include, at ar minimum, program adherence. to youth capacity, annual numbers, average length ofs stay, ands successful completion rates.. Ata any given time within a quarter,  System database (GIMS) on a monthly basis.  commitment to DYS or CLIMB.  I    Exhibit 6  numbers will be reviewed. Ifa at the time of review the total number of youths reported  program in the GIMS population is below 50% of the maximum capacity, an initial warning will be provided. If a subsequent review during the following quarter indicates that the program population remains below 50% maximum capacity, thej program may receive a 25% reduction in funding for the following quarter(s). Program and/or designated court representatives will be given an opportunity to explain the low population numbers. Both the DCJC and DYS acknowledge that this Award may be terminated at will by thel DCJC or DYS: for The grant award contained herein is payable in installments, subject to the availability of funds and adjustments by the Alabama Department of Youth Services, as it deems necessary or advisable. All parties that prior year funds may be available to fund this program and have and/or willl be applied to the total grant award. Any herein unexpended shall be grant deemed to be a debt oft the State of Alabama in the contravention of the By signing this agreement, the contracting parties, including sub-contractors, agree that representatives that all of the Department of Youth Services will conduct site visits (both announced and unannounced), and records pertaining these records would program, include: court referrals, JPO reports, service plans, progress notes and The Recipient or its designee shall administer the services for which this grant is awarded, in accordance with the grant application, and applicable rules, regulations and conditions as set forth by the Department. This agreement is for a one-year period and may be extended for an additional year. Nothing contained herein shall be deemed tol be a debt ofthe State of Alabama in) the contravention ofthel laws and constitution signing this contract, the contracting parties affirm, for the duration of the agreement, that they will not Bys violate federal immigration lawi or knowingly employ, hire for employment, or continue to employ an unauthorized alien within the State of Alabama. Furthermore, a contracting party found to be in violation of this provision shall be deemed int breach oft the agreement and shall be responsible for all damages resulting  However, final reduction determinations will be made by) DYS administration.  funds remaining  from the award shall be returned to DYS upon the termination ofs said  any reason. Any award. agree Nothing contained  fund amounts shall be reported. to DYS no later than November Ist.  laws and constitution of the State of Alabama.  to the  including financial records will be made available for review. At a  minimum, termination summaries.  oft the State of Alabama.  therefrom. BY:  ALABAMADEPAKIMENT OF YOUTH SERVICES  BY:  Steven P. Lafreniere Executive Director  Legal Review Approved as toi form only.  ACCEPTANCE OF AWARD  its  oft the grant 2023. BY: She  award and the terms and conditions set forth, this the  Recipient herebys signifies acceptance dayof ARA  BY:  SAE Commission Dale County  Diversion. Program (Director/Agent)  (Fiscal_Agent)  2