Dale County Commission Commission Meeting Minutes - May1 14, 2019  The Dale County Commission convened in a regular session Tuesday, May 14, 2019. The following members were present: Chairman Mark Blankenship; District One Commissioner Chris Carroll; District Two Commissioner Steve McKinnon; District Three Commissioner Charles W. Gary; and District Four Commissioner Frankie Wilson. Chairman Blankenship called the meeting to order at 10:30am. Commissioner McKinnon opened with the Pledge of Allegiance. Commissioner Carroll followed with  prayer.  APPROVED - AGENDA  Commissioner McKinnon made a motion to approve the agenda. Commissioner Wilson seconded the motion, all voted aye. Motion carried.  APPROVED - MEMORANDUM OF WARRANTS Accounts Payable Check Numbers 83350-83543. Payroll Check Numbers: 154554-154564. Direct Deposit Check Numbers: 30735-30873.  Commissioner Gary made a motion to approve the following Memorandum of Warrants:  Commissioner Wilson seconded the motion, all voted aye. Motion carried.  APPROVED - APRIL 23, 2019 MINUTES  Commissioner McKinnon made a motion to approve the Minutes of the Commission Commissioner Carroll seconded the motion, all voted aye. Motion carried.  Meeting on April 23, 2019.    Dale County Commission  Commission Meeting Minutes May1 14,2019  Page2of4  APPROVED - EMPLOYEE TRAVEL  Commissioner Gary made a motion to approve the of the following:  Mark Blankenship, Chris Carroll, Steve McKinnon, Charles Gary, Frankie Wilson and Cheryl Ganey - ACCA. Annual Convention $1,062.16 each. Commissioner Wilson seconded the motion, all voted aye. Motion carried.  APPROVED - INMATE TELEPHONE SERVICES-JAIL  Commissioner McKinnon made a motion to approve the Inmate Telephone Services Commissioner Carroll seconded the motion, all voted aye. Motion carried.  agreement. See Exhibit 1.  APPROVED - PERSONNEL  Commissioner Carroll made a motion to approve the hiring of Thomas Hardy - Maintenance Technician - $13.50/hour and to promote Derek Dickens to part-time Commissioner McKinnon seconded the motion, all voted aye. Motion carried.  Certified Deputy Sheriff to $13.52.  APPROVED = BOARD APPOINTMENTS = DALE COUNTY HEALTHCARE Commissioner Carroll made a motion to approve the reappointment of Mr. Larry Ezell and Mr. Miach McNab to the Healthcare Authority Executive Board. Commissioner McKinnon seconded the motion, all voted aye. Motion carried.  AUTHORITY EXECUTIVE BOARD  APPROVED - BOARD APPOINTMENT- SOUTHEAST ALABAMA  EMS COUNCIL, INC  Commissioner McKinnon made a motion to approve the appointment of Chief Phillip Prince, Ozark Fire Chief to the Southeast Alabama EMS Council Board. Commissioner Carroll seconded the motion, all voted aye. Motion carried.    Dale County Commission  Commission Meeting Minutes - May 14, 2019  Page3of4  APPROVED BOARD APPOINTMENT - OZARK-DALE COUNTY  ECONOMIC DEVELOPMENT BOARD  Commissioner McKinnon made a motion to approve the appointment of Mr. Vernon Johnson to the Ozark-Dale County Economic Development Board, Place 4 and to Commissioner Carroll seconded the motion, all voted aye. Motion carried.  except the resignation of Mrs. Tara Baker.  APPROVED -EMPLOYEE SICK LEAVE DONATIONS  Commissioner Gary made a motion to approve the sick leave donations for Debra Commissioner Wilson seconded the motion, all voted aye. Motion carried.  Walters.  APPROVED - PROPOSAL = COUNTY GOVERNMENT BUILDING  Commissioner Carroll made a motion to approve the proposal from Decks Unlimited/Rusty Lavender Enterprises for fascia board, gutters and window Commissioner Gary seconded the motion, all voted aye. Motion carried.  replacements for $41,571.00. See Exhibit 2  APPROVED -PROJECT JEEP - ROAD & BRIDGE WORK  Commissioner Gary made a motion to approve the Road & Bridge work for Project Commissioner Wilson seconded the motion, all voted aye. Motion carried.  "Jeep". See Exhibit 3.  TABLED - BIDSFORROAD PROJECT - DCP 23-06-19  Commissioner Wilson made a motion to table the awarding of this bid. Commissioner Carroll seconded the motion, all voted aye. Motion carried.  APPROVED - BUDGET AMENDMENT REQUEST  Commissioner McKinnon made a motion to approve the Budget Amendment Request.  See Exhibit 4.  Commissioner Carroll seconded the motion, all voted aye. Motion carried.    Dale County Commission  Commission Meeting Minutes - May 14,2019  Page4of4  APPROVED -SOLICITATION OF BIDS- ROAD & BRIDGE  Commissioner McKinnon made a motion to approve the solicitation of bids for the following road projects: 1) Country Estates Subdivision 2) Wynnwood Circle/Georgian  Terrace.  Commissioner Gary seconded the motion, all voted aye. Motion carried.  APPROVED E ECONOMIC DEVELOPMENT INCENTIVE  FUND REQUEST  Commissioner Gary made a motion to approve the Economic Development Incentive Commissioner Wilson seconded the motion, all voted aye. Motion carried. Commissioner Wilson made a motion to approve the 2011 Ford F250 Sheriff Commissioner Gary seconded the motion, all voted aye. Motion carried. Commissioner McKinnon made a motion to approve the EMA Grant. Commissioner Gary seconded the motion, all voted aye. Motion carried.  Fund Request. See Exhibit 5.  APPROVED - TRUCK DISPOSAL  Department truck disposal - Asset # 3772.  APPROVED - EMA GRAMT  See Exhibit 6.  ANNOUNCEMENT = NEXT REGULARMEETING  Chairman Blankenship announced that the next regular meeting of the Dale County  Commission will be Tuesday, May 28, 2019 at 10:00am.  ADJOURNMENT: CONFIRMATORY STATEMENT  Commission Wilson made a motion to adjourn the meeting. Commissioner Gary  seconded the motion. All voted aye. Motion carried.  Itis is hereby ordered the foregoing documents, resolutions, etc., be duly confirmed and entered into the minutes of the Dale County Commission as its official actions.  1  Mark Blankenship, Commission Chairman    Exhibit. 1  AGREEMENT TERMSF FOR INMATE TELEPHONE SERVICES Dale County Commission INTRODUCTION  Inmate Calling Solutions, LLC, d/b/al ICSolutions, withi its principal place of business located at 220 Danbury Street, San Antonio, TX78217 (hereinafter "Vendor") and the Dale County Commission with its principal plaçe of business at 202 Highway 123 South, Suite C, Ozark, Alabama 36360 (hereinafter "Customer") heréby agree to execute this Inmate Telephone Services Agreement ("Agreement"), effective  6715-/7,20191 ("Effective Date").  1. AGREEMENT  1.1. Pursuant to the Request for Proposal (RFP) #2018-08-01, Customer hereby awards this Agreement to Vendor and provides Vendor the exclusive right and privilege to install and operate all inmate telephone services inclusive of an inmate telephone system (ITS) and related equipment at Customer's Dale County Jail ("Facility"). Attachment 1 - Mandatory Requirements of the RFP is herebyincorporated intoi the Agreement: and attached hereto as Attachment 1 - Mandatory Requirements. Details surrounding Customer's Facility and required equipment is found in Attachment 1, Section F( (Facility Specifications). 1.2. Vendor shall provide a turn-key ITS which shall include inmate telephones, inbound voicemail messaging and audio recording of visitation sessions. Vendor shall, at no cost to Customer, provide all wiring for the inmate and visitation telephones, install the inmate and visitation telephones and the related hardware and software specifically identified herein, to enable inmates at the Facility to make free, pre-paid and/or debit local and long distance calls and international calls and conduct visitation sessions via the ITS from the Facility  pursuant to thet terms set forth herein.  2. TERM  This Agreement shall commence uporfei Effective Date above and remaini int force for an initial term of3 years with an expiration date of 0715-22 ("Initial Term"). This Agreement shall not bind, nor purport to bind, Customer for any contractual commitment in excess of the Initial Term. This  Agreement will not automatically renew. 3. VENDOR RESPONSIBILITIES  Vendor shall agree to all terms and conditions set forth in this Agreement, and' Vendor shall agree to the specifications, including, but not limited to, the features and functionalities of the ITS listed in Attachment 1- Mandatory Requirements. If Customer designates an agent to act on Customer's behalf ("Designated Agent"), Vendor shall follow Customer's direction in working with such  Designated Agent.  Page1    Exhibit. 1  TERMS  4. REVENUE: SHARE, PAYMENT AND REPORTING  5.1. Pursuant to Vendor's response to RFP #2018-08-01, Vendor shall remit to Customer 70% revenue share to Customer on Gross Revenue generated by and through all ITS. Gross Revenue is defined in Attachment 1, Section A (General Conditions), Subsection 2 (ITS 5.2. Customer reserves the right to recoup from Vendor certain administrative and operational expenses ("Cost Recoupment Payment") in connection with the provision of inmate telephone services. Such Cost Recoupment Payment may take the form of a per-minute rate, flat monthly payment, or other fee structure. The Cost Recoupment Payment shall be due and payable upon receipt of thei invoice by Vendor. Customer may accompany the Cost Recoupment Payment invoice with a supporting report documenting the administrative and operational expenses incurred by Customer in association with inmate telephone services covered by the Cost Recoupment Payment. Customer does not require a Cost Recoupment Payment upon execution of the Agreement. IFVendorand Customer are unable to mutually agree within 30 days of Customer's request, then Customer may terminate the Agreement at its sole discretion and without penalty or liability to Customer, and Customer may select  Revenue Share, Payment and Reporting).  another provider.  5. RATES ANDI FEES  5.1. Both parties herein mutually agree upon the rates and fees for inmate telephone calls as  detailed in Attachment: 1, Section G (Rates, Fees and Revenue Share).  AOTIONALTECANOLOGY  6.1. Vendor agrees to provide the following additional technology: 6.1.1. Initial Voice Biometrics 6.1.2. Automated Information System (AIS) 6.1.3. Investigative Technology 6.1.4. Lobby Kiosks H(Additional Technology Requirements).  6.2. Details and specifications for the additional technology are found in Attachment 1, Section  7. RECONCILIATION  7.1. Customer, or its Designated Agent, shall have the right from the Effective Date of this Agreement and for a period of 2 years after the termination date of this Agreement, upon 10 business days' written notice, to fully reconcile or examine any and all of Customer information pertaining to this Agreement. Customer retains the right to have another independent agency of Customer's exclusive choice, perform any or all reconciliations and  examinations pertaining to this Agreement.  7.2. Vendor shall maintain accurate, complete and reconcilable records, in an electronic format, detailing the Gross Revenues from which revenue share payments can be determined for the ITS. The records shall include all CDRS, EMI billing files, debit purchase or usage reports and associated invoices and traffic detail reports during the term of this Agreement and for  no less than 2 years after the term of this Agreement.  Page2    Exhibit 1  7.3. Vendor shall pay resolved and agreed upon amounts due plus, in the event the foregoing reconciliation reveals an amount due Customer at least 3%a above the amount otherwise paid for the period reconciled, Customer's reasonable cost of reconciliation, all within 30 days of the resolution date. If the agreed upon amounts are not paid within 30 days, the amounts due to Customer will accrue interest at the rate of 1.5% per month, or the highest rate  permitted by law (whichever is less) until such monies are paid.  8. - ASSIGNMENT AND MERGERS/ACQUISTION  8.1. The services to be performed under the Agreement shall not be assigned, sublet or transferred without 30-days advance written notification to Customer. and then only upon 8.2. Upon receipt of Customer's written consent, any such purchaser, assignee, successor, or delegate shall thereupon assume all rights and responsibilities of Vendor. However, Customer may assign any and/or all ofi its rights and obligations hereunder without' Vendor's written consent but upon Customer's written notice thereof to Vendor (1) to any affiliate; (2) pursuant to any sale or transfer of all or substantially all of its business or assets; (3) pursuant to any merger, acquisition or reorganization; or (4) as part ofa al bona fide pledge to at third party lending institution of collateral of the assignor's rights hereunder. 8.3. Ifduring the Agreement term, Vendor merges ori is acquired by another entity, thet following  Vendor's receipt of Customer's written consent.  documents must be submittedi to Customer.  8.3.1. Corporate resolutions preparedb by' Vendor and the newe entity ratifying acceptance  ofall of the Agreement and its terms, conditions and processes; 8.3.2. New Federal Identification Number (FEIN) if applicable; and, 8.3.3. Other documentation requested by Customer.  8.4. Vendor expressly understands and agrees that it assumes and is solely responsible for all legal and financial responsibilities related to-the execution ofa a subcontract. Vendor agrees that utilization of a subcontractor to provide any of the products/services in the Agreement shall in no way relieve Vendor of the responsibility for providing the products/services as  described and set forth herein.  9. TERMINATION/DEFAUIT  9.1. In the event Vendor fails to perform any terms or conditions of the Agreement, Customer may consider Vendor in default of the Agreement and supply' Vendor written notice of such default. In the event said default is not remedied to the satisfaction and approval of Customer within 30 calendar days of receipt of such notice, Customer may terminate the Agreement. Upon termination, Vendor shall adhere to the transition requirements as outlined in Attachment 1, Section D General Installation Requirements). 9.2. The Agreement between Customer and Vendor may be terminated by Customer upon 90- days written notice from Customer to Vendor without penalty. Upon termination, Vendor shall adhere to the transition requirements as outlined in Attachment 1, Section D( (General 9.3. Shouldar material change in the rules or policies oft the Federal Communication Commissions (FCC), the Alabama Service Commission (ALI PSC) and/or other regulatory body applicable to inmate telephone services occur following the execution of the Agreement, which change affects (a) the rates permitted tol be charged by Vendor to inmates under the Agreement; (b)  Installation Requirements).  Page3    Exhibit 1  the right of Customer to recover its costs; or (c) the ability for Vendor to pay to Customer: a revenue share, fees (including but not limited to the Cost Recoupment Payment) or other cost recovery mechanisms, then, at Customer's request, Vendor and Customer will mutually agree on an amount that enables Customer to fully recover its costs in a manner compliant with the change in the FCC's (or other regulatory body's) rules or policies. If Vendor and Customer: are unable to mutually agree within 30 days of Customersrequest, then Customer may terminate the Agreement at its sole discretion and without penalty or liability to Customer, and Customer may: select another inmate telephone services provider.  10. INDEMNIFICATION  10.1. Vendor shall defend, indemnify, and hold Customer and its affiliates, agents, employees, officers, directors, and successors harmless from loss, cost, expenses, damages or liability (including reasonable attorney's fees and court costs)resulting from actions, causes of action or claims brought or threatened under the Agreement, for (a) any actual or alleged negligence or dishonesty of, or any actual or alleged act of commission or omission by, Vendor or any ofi its employees, agents or subcontractors in providing the equipment and services hereunder; (b) the operation of Vendor's business or thei inmate telephone: services; (c)a any breach by Vendor ofi its obligations hereunder; or (d) any alleged patent, copyright or trademark infringement or unauthorized use of trade secrets or other proprietary rights in connection with the inmate telephone services, except where such claims, demands or liabilities are due to the negligence of Customer, its agents or employees. 10.2. Customer: agrees to provide' Vendor with reasonable andt timely notice of any claim, demand, ord cause of action made or brought against Customer arising out of or related tot the services rendered. by Vendor: shall havet the right to defend any such claim ati its sole costa and expense and with its exclusive discretion. Customer will promptly advise Vendor of any proposed agreement to compromise or settle any claim and Vendor will have ten (10) days to respond  tos such proposal.  10.3. In the event any infringement claim is made or threatened against Customer, or injunctive relief is granted to a claimant, Vendor shall at its sole cost and expense () obtain the right for Customer to continue use of the services; (ii) substitute other services of like capability, or (ii) replace or modify the services to render them non-infringing while retaining like capability. In the event Vendor is unable to perform any of the above, Customer may terminate this Agreement upon providing sixty (60) days written notice to Vendor and Vendor shall be responsible for all of Customer's costs and expenses of whatever nature or  kind in connection therewith.  10.4. These indemnities and remedies shall survive the expiration or other termination of the  Agreement.  11. INSURANCE  11.1. During the period of the Agreement,' Vendor at its owne expense agrees to carry andi maintain the following minimum insurance policy of public liability and property damage issued by a casualty company authorized to do business in the state of Alabama and in a standard form approved by the Board of Insurance Commissioners in the state of Alabama. The insurance company should have a Best Rating of no less than A. Coverage provisions should insure  Page4    Exhibiti  Customer and the public from any loss or damage that may arise to any person or property  asaresult oft thes services rendered by' Vendor. orn material changes in said insurance.  11.2. Vendor shall provide Customer with at thirty (30) day advance written notice of cançellation 11.3. Annualrenewals for the term of this policy should be submitted prior to the expiration date 11.4. Vendor shall provide Customer a Certificate of Insurance, on an original ACORD certificate, evidencing required coverage described below, within 10 days after receipt of notice of award. Said certificate shall show Customer as an additional insured and shall include a  ofany policy.  waiverofsubrogation.  Automobile Liability  Bodily Injury- - Each Person Bodily Injury - Each Accident Bodily Injury or Death - Each Person Property Damage - Per Incident (Resulting in Injury/Destruction of Property)  $ $ $ $ $  250,000.00 500,000.00 1,000,000.00 100,000.00 1,000,000.00  General Liability  Excess Liability  Umbrella Form Worker's Compensation  Statutory  11.5. Customer agrees to provide Vendor with reasonable and timely notice on any claim, demand or cause of action made by or brought against Customer arising out of the service provided by Vendor. Vendor shall have the right to defend any such claim at its sole cost and expense 11.6. For any person or contractor with whom Vendor enters into a contract to provide the 11.6.1. Provide a certificate of coverage, for all persons providing the services defined in this Agreement. Coverage shall be based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets showing extension of coverage if the coverage period shown on Vendor current certificate of coverage ends duringt the duration of the project;  and with its exclusive discretion.  services defined in this Agreement, Vendor must:  the statutory requirements of Alabama Labor Code;  11.6.2. Provide a new certificate, prior to the end of the coverage period, of coverage 11.6.3. Retain all required certificates of coverage for the duration of the project and for 11.6.4. Notify Customer in writing, within 101 business days after Vendor knew or should  2years thereafter; and  have known, of any change that materially affects the provision of coverage of  any person providing services on the project.  Page5    Exhibitl  12. DISCREPANCY  12.1. Should a discrepancy or conflict among the specific provisions of this Agreement, the RFP #2018-08-01 (and its attachments and amendments), Vendor's RFP response, the 12.1.1. The specific provisions of the Agreement Terms (and its attachments) will prevail 12.1.2. The RFP (and its attachments and amendments) will prevail over the Vendor's  discrepancy or conflict shall be resolved as follows.  over the RFP, its attachments and amendments.  RFP Response.  12.2. Exceptions or objections to specific RFP provisions in Vendor's RFP Response that have not been explicitly accepted by Customer in writing shall not bei included in this Agreement and  shall be given no weight or consideration.  13. SUBCONTRACTS  13.1. Any subcontracts for the products/services described herein shall include appropriate provisions and contractual obligations to ensure the successful fulfillment of all contractual obligations agreed to by Vendor and Customer and to ensure that Customer is indemnified, saved and held harmiess from and against any and all claims of damage, loss and cost (including attorney fees) of any kind related to a subcontractor in those matters described 13.2. Vendor expressly understands and agrees that it assumes and is solely responsible for all legal and financial responsibilities related to the execution ofas subcontract. Vendor agrees that utilization of a subcontractor to provide any of the products/services in this Agreement shall in no way relieve Vendor of the responsibility for providing the products/services as described and set forth herein. Vendor shall identify any subcontractors used to provide 13.3. In the event of unsatisfactory performance, as determined by Customer, Customer may request to substitution of a subcontractor utilized by' Vendor to fulfill the obligations under  int this Agreement.  services under this Agreement.  this Agreement.  14. FORCE MAJEURE  Neither party shall be held liable for any delay or failure inj performance of any part oft this Agreement froma any cause beyond its control and without its fault or negligence, such as acts of God, acts of civil or military authority, government regulations, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, other major environmental disturbances, or unusual weather conditions.  Page6    Exhibitl  15. NOTICE  Any notice required by this Agreement shall be supplied in writing in electronic format and/or delivered in person or by registered or certified mail addressed to the party's address listed below. Notice shall be presumed to have been received five (5) business days after it is deposited in a U.S.  Postal Service depository. FOR CUSTOMER: Dale County Commission Attn: Cheryl Ganey 202 Highway 123 South, Suite C Ozark, AL: 36360  FOR VENDOR: ICSolutions Attn: Brendan Philbin 220 Danbury Street San Antonio, TX 78217  Inmate Calling Solutions, LLC, d/b/a  16. ADDITIONAL REQUIREMENTS, AND SPECIFICATIONS  16.1. Vendor shall provide any and all notices as may be required under the Drug-Free Workplace Act of 1998, 28 CFR Part 67, Subpart F, and any applicable Alabama State laws, to the employees and all subcontractors to ensure the Facility maintains a drug free workplace. Customer reserves the right to review drug testing results of Vendor's personnel assigned to work at the Facility. Customer may require, at Vendor's expense, drug testing of Vendor's personnel if no drug testing records exist ori ifsuch test results are older than 61 months. 16.2. Vendor does not, and shall not during the performance of this Agreement knowingly employ an unauthorized alien as defined ini the Federal Immigration Reform and Control Act of1986,  and shall comply with Alabama Immigration Law Act No. 2011-535.  17. MISCELLANEOUS TERMS 17.1. Independent Vendor  Nothing in this Agreement is intended nor shall be construed to create an employer/employee relationship, a joint venture relationship or any other relationship allowing Customer to exercise control over the manner or method by which Vendor or its  subcontractor perform under the Agreement.  17.2. Interpretation  This Agreement and any document executed pursuant to the terms of this Agreement shall be governed, construed, and enforced in accordance with the laws oft the State of Alabama. Notwithstanding the actions, conduct, course, or place of performance of or by the parties hereto, Vendor and Customer agree that as between the parties to this Agreement, it is established andi it is conclusively determined hereby that at all times this Agreement shall be construed and deemed executed, accepted, agreed upon, performed, and otherwise consummated in Dale County, Alabama. Both parties hereby acknowledge and consent to thej jurisdiction and venue of the Circuit Court of Dale County, Alabama for the resolution of  any dispute or issue arising out of or related tot this Agreement.  17.3. Mutual Drafting and Interpretation  Both parties have participated jointly in the drafting of this Agreement. If an ambiguity or conflicting provisions arise within this Agreement, this Agreement shall be construed as if drafted jointly by' Vendor and Customer, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue oft the authorship of this Agreement.  Page7    Exhibit. 1  17.4. Severability  Ifany part of this Agreement is contrary to any Federal, State or Local law, it is not applicable and such invalidity shall not affect the other provisions or applications of this Agreement which can be given effect without the invalid provision or applications. To that end, the provisions of this Agreement are declared to be severable. Ifany provision hereof is held invalid by a Court of competent jurisdiction that provision shall be automatically deleted and  allremaining provisions shall remaini int full force and effect.  17.5. Entirety, Waiver, and Modification  This Agreement, together with any Attachments, represents the entire understanding between Customer and Vendor (collectively "Parties") with respect to the subject matter hereof and supersedes all prior communications, agreements and understandings relating thereto. Only a written instrument executed by the Party waiving compliance may waive or modify the terms of this Agreement. The failure of either Party at any time to require performance of any provision hereof shall in no manner affect the right at a later date to enforce the same. No waiver by either Party of any term of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be a further or  continuing waiver of such term or of any other term of this Agreement.  17.6. Confidentiality  17.6.1. The Parties hereto shall, to the extent allowed by law or regulation, keep  confidential any and all information which either Party states to be confidential or proprietary and 5o advises the other Party or labels the information as such ("Confidential Information"). Such information shall remain the property of the Party owning such information and, when in tangible form shall be returned to the respective Party or otherwise disposed of as directed by the appropriate Party. Any violation of this provision by either Party shall be actionable. However, notwithstanding the foregoing, neither Party shall be under any obligation to maintain in confidence any portion of the information it has received which (i) is now, or which becomes hereafter through no act or failure to act on the part of the receiving Party, generally known or available to the public; (ii)i is already known by the receiving Party at the time of the disclosure of such information and was not under any obligations of confidence; (ii) is hereafter furnished to the receiving Party by a source other than the owner, provided such source is not known by the receiving Party to be prohibited from disclosing such information bya a contractual, legal or fiduciary obligation; (iv) has been independently developed by the receiving Party without benefit of the confidential or proprietary information of the other; or, (v) is required to be disclosed by any applicable law or regulation or by order of any governing body or court of competent jurisdiction; provided however, that the Party being required to disclose the confidential or propnetayinformation oft the other must promptly notify the owner of same of the demand for such disclosure and such disclosure to a government entity pursuant to law, order or regulation shall not provide al basis fora any additional disclosure of such information by either Party. procedures to protect and maintain the confidentiality of the Confidential Information; (ii) not disclose, or allow to be disclosed, the Confidential Information to any party other than to its employees, contractors, officers, or directors who havea a needt to knowi in ordertop performthes services contemplated under this Agreement, and are under the same binding obligation of confidentiality provided herein with respect to any such information; (ii) not use the Confidential Information for any purpose other than to perform under this  17.6.2. Each Party including its agents and representatives shall: (i) follow reasonable  Page8    Exhibit 1  Agreement; and, (iv) treat all Confidential Information of the other Party with the same degree of care to avoid disclosure to third parties as it uses with respect to the recipient Party'sown Confidential information, but not less thanar reasonable  degree of care.  17.7. Dispute Resolution  The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between senior executives oft the Parties who have authority to settle the same. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach aj just and equitable solutions satisfactory to both Parties. Disputes or controversies related to this Agreement not resolved through negotiation within a period of 60 days shall be governed by and interpreted in accordance with the laws of Alabama without regard to its conflicts of law provisions. In the event of litigation relating to this Agreement, the Parties agree to submit said dispute to the In no event shall either Party be liable hereunder for loss of profits, loss of goodwill, consequential or punitive damages of any kind regardless oft the form or theory of any claim andi irrespective of whether such Partyl has been advised of the possibility of such damages. Itis expressly understood that Customer is not responsible in any way, manner or form for any of Vendor's costs, including but not limited to, taxes (including sales tax), shipping charges, network charges, insurance, interest, penalties, attorney fees, liquidated damages, licenses, fees, tariffs or other costs related to any and all Vendor's services. Vendor agrees that it is entirely responsible for calculating, collecting and remitting all fees and taxes, including sales tax where applicable, on all services and items provided to the inmates. Including, but not limited to, any and all taxes as applicable for1 thei inmate telephone services  jurisdiction of Alabama courts. 17.8. Limitation of Liability  17.9. Vendor Costs and' Taxes and Fees on Services  such as; debit, pre-paid and any other calls.  18. LIQUIDATED DAMAGES  19.1. Vendor's failure to meet Agreement requirements both correctly and on time may result in substantial injury to Customer; the amount of damages resulting from such failure may not always be quantified with certainty. Each failure to meet a requirement, both correctly and on time, may be subject to fines and liquidated damages as outlined herein. Any enforced fines/liquidated damages will be invoiced by Customer to' Vendor. Payments due Customer for thei invoiced amount(s) shall be due within 30 days of Vendor's receipt of the invoice.  LIQUIDATED DAMAGES  Description  Amount  Unauthorized bill types including single-call features $150.00 per day from the dayt the single-call requiring the end-user to pay the per minute calling feature was activated through the day the rate plus an additional fee per call. Additionally, bill single-call feature is deactivated.  types implemented or removed regarding the processing and/or completion of inmate telephone calls without the express written consent of  Customer.  Pages    Exhibit 1  LIQUIDATED DAMAGES (CONTINUED)  Any charges/fees added to the called party's bill, $100.00 per day from the date the called party's pre-paid account, or to the inmate additional charges/fees were first added without the express written consent of Customer. through the date the charges/fees were Unauthorized free telephone calls completed by $2.00 per completet,unauthoned free call.  discontinued.  Vendor including allowing access to unauthorized  wireless networks.  Revenue share payments, traffic detail reports, 5% per month of the revenue share amount after the date specified in Attachment 1, Section A, $200.00 per month for each report not Subsection 2 (Reporting and Payments). If the received by the due date specified or for revenue share payment is late, reporting is late each report that does not contain all of the and/orreports do not contain all required fields, late fields and information identified in charges/interest for all three shall apply. Revenue Attachment 1, Section A (General within thirty (30) days of receipt of notification ofa $50.00, per day for any daily CDR reports not discrepancy from Customer and/or its Designated submitted by Vendor, for each day where Agent or such discrepancy is subject to late charges, the CDR report does not contain all of the as described and/or termination of this Agreement fields and information identified in at the sole discretion of Customer and/or any legal Attachment 1, Section A (General Any changes to the rates without the express $2.00 per completed call rated/charged written approval of Customer. Vendor must issue using the unauthorized rates(s).  billing files, CDRS, and/or all other reports not due. containing ther required fields, received by Customer  share payment discrepancies must be resolved by Conditions). Vendor and to Customer's reasonable satisfaction,  course of action Customer elects to pursue.  Conditions).  refunds to all overcharged end-users or inmates within 5 business days; a list of the issued credits must be provided to Customer as documentation. Customerwill noti issue a refund ofr revenue-share or cost recoupment for unapproved rate increases.  Due to Vendor's action(s), if any installation, initial $150.00 per day for each day the after the or additionally requested inmate telephone agreed-upon date until the installation is Vendor shall be responsible for resolving any $100.00 for each day after the Cure Period reported repairs or replacements within 10 days andi foreachr reported repair or replacement following the date ofr notificationofaservice request that the Vendor fails to resolve, until each ori inmate telephone service failure ("Cure Period"). reported repair or replacement is resolved  equipment is not completed within the timeframe complete. allowedi in the agreed-upon implementation plan.  Should Vendor fail to resolve the reported repair or byVendor. replacement within the specified Cure Period, Vendor may be liable for liquidated damages. unrecoverable or un-useable ITS recording(s). Customer agrees to notify Vendor of such instances and provide up to 7 days per instance for Vendor to  When Customer suffers one or more lost, $250.00 per occurrence.  produce the recordings.  Page 10    Exhibit 1  LIQUIDATED DAMAGES (CONTINUED)  Vendor shall adhere to Customer's performance $200.00 per occurrence.  process when upgrading each inmate telephone service, software, equipment, or performing any changes to the inmate telephones, which affect the scope under this Agreement. Any deviation from the process may result in liquidated damages  incurred by Vendor.  In Witness Whereof, the Parties have set their hands as on1 the day and year written below, acting through  their authorized representatives. Dale County Commission h Authorized Signature Mak Blaukesh Typed or Printed Name Dhaimen Title 5li? Date  Inmate Calling Solutions, LLC, d/b/aiCSolutions  AheDhereh Authorized Sigriature Michael Kennedy. Typed or Printed Name Vice President Sales & Marketing  Title 4/29/19 Date  Page 11    Exhibit. 2  Proposal Ag- Plex Building: Fascia Board replacement Remove Gutters and replace  Windows Rotting : Replace with metal windows  Restroom Painting  Feb 01-2018  Eugene (cajun)Evans    Working Properties II  Exhibit 2  10137 E State Highway 52 Hartford Alabama 36344 fgregas@gmal.com 334-248-4289  Proposal  Location: Dale County Government Office Building  Scope:  Remove exiting windows and replace with 44 vinyl windows  Remove exiting gutters and down spouts and replace with new seamless gutter system, Wrap brick freeze and facia with metal coil and install vinyl soffit around the builds eave  Replace any damaged wood  Price:  $48,078.00  Alternate #1 Install new vinyl soffit under the front porch area  $2,237.00  Alternate # 2 replace the wood around the four columns @ front entrance  with synthetic materials  $7,985.00    Exhibit. 2    Exhibit 2  DECKS UNLIMITED 277 Myrtle Dr. OZARK.AL.36360  PROPOSAL/ESTIMATE  DALE COUNTY COMMISSION 202 HWY 123 SOUTHSUITE C OZARK.AL36360  SCOPE OF PROPOSED WORK  Fascia:  1. Remove/dispose of ALL Existing Rain Gutters (existing Downspouts remain in Note - Actual Cost to repair Damaged Wood will be Determinedinegotaled After 3. Install New White Aluminum Fascia on Building as noted below:  Place and will be reattached) 2. Inspect All Fascia Inspection  Front- - 248ft @$2,480.00 Right Side - 80t@$800.00 Back-321 ft @$3,210.00 Left side - 78ft @ $780.00 Front Entrance -46ft @$460.00  Total of Fascia metal project (not including any needed wood repair)  $7,730.00  Gutters: Downspouts)  Install ALL New White Seamless 6 in Gutters (Reattaching to Existing  Front: : 248ft@ $ 1,984.00 Right Side: : 80f@$640.00 Back:: 321 ft. @$2,568.00 Left side : 78Ft@$624.00 Total of New Gutters including labor  $5,816.00    Exhibit3  PROJECT "JEEP"  SPREAD, PLACE AND COMPACT (6)LOADS 825B DENSE GRADE  2 HRS OF DITCHING WITH GRADALLXL4100  NOT TO EXCEED $7,500.00 May! be less ifle less rock ist needed  The Road & Bridge Department (Gas Tax 111) will get reimbursed from the The $7,500.00 will then be deducted from the Funding for the Economic  General Fund.  Development (last quarterly payment).    Exhibit4  BUDGET AMENDMENT REQUEST  Date: May 14, 2019  To: Commissioners  From: Cheryl Ganey- Coumty Administrator  Original Budget  Addition $824,846.00 $ $315,307.50 $ $528,124.70 $ $324,000.00 $ 1,992,278.20 $  New Total 824,846.00 315,307.50 528,124.70 634,000.00 2,198,280.20  117-44225-000 Federal Reimb. 117-44710-000 FEMAI Reimb 117-44222-000 State Reimb 117-61125-000 Transfer from 119 117-53900-238  $ $ $ $ $  310,000.00 206,002.00 $  Reason for amendment:  Road projects approved by the Commission to date.  This has been reviewed and approved by County Engineer- Derek Brewer.  Approved:    Exhibit 5  Economic Development Incentive Fund Request  City/Town: Ozark  Project Short Description: Incentive Request in Support of Description of Potential Impact: This project will result in necessary repairs to East Gate Corporate Park in support of Project Sombrero. This project provides a valuable economic development incentive that directly results in providing 20 jobs to Ozark and Dale county citizens and an investment of  Project Sombrero  $110,000.  Request Amount: Not to exceed $14,640 Percentage ofTotal Budget: 40% City Contribution to the Project: $21,960 Percentage of Budget: 60% Total Project Budget: $100,000  Company Investment in the Project: $73,400  Project Description:  Project Sombrero is a salsa manufacturing and distribution facility that is to be located in the cafeteria building at East Gate Corporate Park. The company is currently located in Ozark and plans to open a new manufacturing facility that will initially employ 5-10 employees with plans to increase to 20 jobs within 5years. They will distribute salsa to retailers including Piggly Wiggly, WalMart, Grocery Outlet, Dollar General, and El Palacio. The company increased sales by 200% from Year 1 to Year 3--from $500,000 in year 1 to 1.5 million in Year 3. Ifthe request is approved, the incentive will be paid directly to the City to be applied toward required repairs ofthe East Gate Corporate Park, specifically electrical and plumbing work, a roll-up door, and door and window replacements.    Exhibit 6  SIAILOE ALABAMIN  MERGENCYMANAGIMINTAGENCY STesSRgNA PPIRR -:0 NVAMPA  :  IN33,  BRIASI HASTINGS nRicTs  Dear DR-4-06-AL. PabigAssistance Dachic C'ounties.  Thisi isal Notice, offinlAisihhliy (NOrAfer thel Hazad Mitigition Grant Progran (MGP) thau is asailableto fund cligble mitigatinn: actinns followingi lie 41 106 major declaredo cient. lunding priarities will hes set bs the Local Hazard Mitigation Committces but must b: in line wwith the Mitigatian. Activities for the Sta'e ofAlbara includedi int the 3013. State llazard Mitigation Plan,  Asailable Federal funding by County'Stata Aycney  Dale County Hlenry County Houston C'ounty Genesa County Mobilc Couty allacated fimding  531.650 $299,433 51,327,725 $722.495 5295.304  Each caimty applyig for funds must consene Is Local llazard. Mitigation Plaming Commitlec to complcte on: Leiter ofl letent (Oh percousty" state: apenss toi inclde all the proposed projects upt tot thc * lhe LOI process must be coordinated and prioritized through the local mitigation planning commitice nnd signed by Ihe County CMA DireciarAuthorired Agent and all affected 101'smnust bes subinitiodt ta AEMA by cmailt to! matimismsalahxuw. ges within 30 days of dc date fdsNOTA and licatinl liefingnil.! bes schedaled Cempletedarpliastians: willl bos suhmitedin Wel lonk forwardl tos sorking with eacli ol'yo and jour jurisdictions that chopse to appls fir this grant findny Ifyon hase qestions. please contact Michacl Jolsun, State Hazard Mitigation Officer. at  applicants (template enclrised).  MIN Es,emas alaiamiyas and: aret duet to AEMAby May 19.2019. mmshclzema alulgns E 0E/205)511-3723. Very repectfulls. Brian R ESHastings. Coltret). USAF Govo cruor's S Autiorized Repres.ntativg    Exhibit 6  ST VEOFALABANN  RGINCYMAMAGEINCY ESSoLSIS 101D4: - O.PRMIRZ - UIAMI,MENENNEMYN3ENm2I  225-32  FV2442NIS  KAYI IVFY GOVERSOR  BRIANE HASTINGS DIRECTOR  DR-4406 (urricane Michael) HMGP Notice of Funds Availability Ila/ani,Mitigatina Ciant Programt-IINdii fiunds ae now availablet lo be applied for by the Public Aiarlcimolouutie. Projectswill he nsidered baedon miligatinn stralegies myor local Letters of intent (attached) to apply for this funding must he suhmitted lo AEMA by May 19, ALMA will utilize the HMGP implementation process tor this divisieriscilaschu), Thiss step must het taken  mitigation plan. 2019.  moder for AEMIto accept the letters ofintent:  Bach county applying lor funds must conene its Localllazard Miligation Plunniny Committee to  msewelaterulimeLObper rcoanty:  1 The LOI ns! be courdinated and prioritired through the local mitigation planning committec and signed by the C'ounty EMA Director/Authurized Agent and  all affected applicants.  Onseletters ofintent arereceived: and reviewed. Nniwiihalacaplatin brielings workshops.  Pleasenote:  Applicutions musl he submilled on AEMASFzard Mitigation Assislancer website:  htps Hanl.TN4LnmIw, Mire infomation regarding thisonline application uhrisimpinceswill Thefindiny: alations cb.Bandeathe Cavet paga. Thesanouris Mereersulatolly the percentagent PahcAsss cla thut e stihaited le FEMA per ds Please note that these allocations are based 0n cument esiimates froni TEMA ancl are subject to change (may inerense or decrease) at a later  heaMlablewheithe lul application delmeisse.  date.