HomeMy WebLinkAbout2009-04-07-9:00AM-REGULAR
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B12AZOS COUNTY ~~~r/l~°Q--Pvt r~
BRYAN, TEXAS
NOTICE OF MEETING AND AGENDA
BRAZOS COUNTY COMMISSIONERS COURT
THE COMMISSIONERS COURT OF BRAZOS COUNTY WILL MEET IN REGULAR SESSION ON 7 APRIL 2009 AT 9:00 A_M_ IN THE COMMISSIONERS COURTROOM
OF THE COUNTY A1110MI1,4ISTI2_ATION BUILDING, 200 SOUTH TEXAS AVENUE, SUITE 106, BRYAN, TEXAS_
1 _ Invocation and Pledge o£ Allegiance C oi-missioner Mallard.
2_ Call for citizen's input and/or concerns.
Consider and take action on agenda items 3 - 17- 3- Budget Amendment 08/09 - 26.1 thm 26-3.
4. Persor>.r>_el Change of Status_
5_ Interlocal Agreement with the County Information Resources Agency - ~CIRA)
amending the previously approved Interlocal Agreement to include the f- Brazos County Justices of the Peace contribution of $50,000.00 for the software solution
needed by Brazos County as well as others across the State of Texas.
6- Pay-ent of Claims.
7. Order 09-005 prohibiting outdoor burning in Brazos County for ninety (90) days, effective immediately (previously tablecZ)_
8- Adoption of the 2009 Brazos County Commissioners Court Rules of Procedure,
Conduct and Decorum (previously rabZecZ)-
Office of the County Judge - 200 South Texas Ave- Suite 332 Bryan, Texas 77803 - Fax: (-0) 3el-4503
v0L ~ RAGE
Commissioners Court Agenda
7 April 2009
Page 2
9. Reappointment of the following members of the Brazos County Child Welfare Board;
term of each appointment is 6/01/2009 through 5/31/2012:
a. Marsy Clark
b. Nancy Algert
10. Contract renewal with Government Payment Services, Inc. as Brazos County's credit
and debit card payment service provider, effective on the date executed for one year
with the option to automatically renew for one year periods for up to five years or until
terminated.
11. Contract with GHG Corporation for the time keeping solutions as recommended by the
Time Clock Committee.
12. Addition of an Amendment to the provisions in the two contracts with Rosser
International, Inc. dated 20 June 2007 and 13 July 2007 which provides for a ten
percent surcharge fee, and corrects a typographical error in the basic services fee for
Phase II.
13. Applications of three (3) citizens to form a local government corporation, and Articles
of Incorporation forming Bryan - Brazos County Economic Development Foundation,
Inc. - A Local Government Corporation with Bryan and Brazos County as the principal
members, and with Judge Randy Sims and City of Bryan Mayor Mark Conlee serving
as initial co-chairs of the Corporation's Board until such time as Board appointments
have been made.
14. $105,000.00 to fund Brazos County's share of the principal and interest payment of the
Wheeler Property (Next Generation Industrial Park) during the term of the note with
said funds being granted to the local government corporation to make said payment.
15. Tax Refund Applications for the following:
a. Hallie A. Vanderhider
b. Amelia Bonita Penrose
c. Land Design Group, Inc.
d. Richard S. Smith & Associates
e. Ted Higginbottom
16. Requisition 00023655 in the amount of $25,116.00 to Caldwell Country, for the
purchase of a new 2009 Chevrolet Silverado for the Brazos Center
17. Acceptance of a Special Warranty Deed from the W. W. Humphries Family Limited
Partnership for improvements to Clear Lake Road located in Precinct 2.
18. Acknowledgement of the Monthly Reports submitted in March 2009. These reports are
available for review in the County Judge's Office.
19. Announcement of interest items and possible future agenda topics.
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Commissioners Court Agenda
7 April 2009
Page 3
20. Call for citizen input and/or concerns.
21. Agency/ Board/ Committee reports by Court members.
22. Adjourn
PUBLIC COMMENTS
Public Comment during the Commission Meeting may be for all matters, both on and off the agenda, and be limited to
four minutes per person. Persons are invited to submit comments in writing on the agenda items and/or attend and make
comment at the Commission meeting. Members of the public are reminded that the Brazos County Commissioners
Court is a Constitutional Court, with both judicial and legislative powers, created under Article V, Section 1 and Section
18 of the Texas Constitution. As a Constitutional Court, the Brazos County Commissioners Court also possesses the
power to issue a Contempt of Court Citation under Section 81.024 of the Texas Local Government Code. Accordingly,
members of the public in attendance at any Regular, Special and/or Emergency meeting of the Court shall conduct
themselves with proper respect and decorum in speaking to, and/or addressing the Court; in participating in public
discussions before the Court; and in all actions in the presence of the Court. Those members of the public who are
inappropriately attired and/or who do not conduct themselves in an orderly and appropriate manner will be ordered to
leave the meeting. Refusal to abide by the Court's Order and/or continued disruption of the meeting may result in a
Contempt of Court Citation.
It is not the intention of the Brazos County Commissioners Court to provide a public forum for the demeaning of any
individual or group. Neither is it the intention of the Court to allow a member (or members) of the public to insult the
honesty and/or integrity of the Court, as a body, or any member or members of the Court, individually or collectively.
Accordingly, profane, insulting or threatening language directed toward the Court and/or any person in the Court's
presence and/or racial, ethnic or gender slurs or epithets will not be tolerated. Violation of these rules may result in the
following sanctions:
1. cancellation of a speaker's time;
2. removal from the Commissioners Court;
3. a Contempt Citation; and/or
4. such other and/or criminal sanctions as may be authorized
under the Constitution, Statutes and Codes of the State of Texas.
The County Commissioners Court can deliberate or take action only if a matter has been listed on an agenda properly
posted prior to the meeting. During the public comment period, speakers may address matters not listed on the published
agenda. The Open Meeting Law does not expressly prohibit responses to public comments by the Commissioners Court.
However, responses from the County Judge or Commissioners to unlisted public comment topics could become
deliberation on a matter without notice to the public. To ensure the public has notice of all matters the Commissioners
Court will consider, the County Judge and/or Commissioners may choose not to respond to public comments, except to
correct factual inaccuracies, recite existing policy in response to an inquiry or to ask that a matter be listed on a future
agenda. See Texas Open Meetings Act §551.042.
The County Administration Building is wheelchair accessible. Handicap parking spaces are available. Any request for sign
interpretive services must be made two working days before the meeting. To make arrangements, please call (979) 361-4102.
'U A.GE
COMMISSIONERS' COURT
REGULAR MEETING
APRIL 7, 2009
A regular meeting of the Commissioners' Court of Brazos
County, Texas was held in the Brazos County Commissioners
Courtroom in the Administration Building, 200 South Texas
Avenue, in Bryan, Brazos County, Texas, beginning at 9:00 a.m.
on Tuesday, April 7, 2009 with the following members of the
Court present:
Randy Sims, County Judge, Presiding;
Lloyd Wassermann, Commissioner of Precinct l;
Duane Peters, Commissioner of Precinct 2;
Kenny Mallard, Commissioner of Precinct 3;
Carey Cauley, Jr., Commissioner of Precinct 4;
Karen McQueen, County Clerk.
The attached sheet contains the names of the citizens and
officials that were in attendance.
Commissioner Mallard gave the invocation and then led the
pledge of allegiance.
There was no citizen input/and or concerns.
The Court next considered Budget Amendment #08/09-26.1
through 26.3 that would reallocate funds for the Law Library,
Hotel Occupancy Tax Fund; transfer funds from the Brazos
Center to Capital Improvement Fund. On motion by Commissioner
Cauley, seconded by Commissioner Peters, the Court voted
Vol i ) X Page 4
Commissioners Court meeting April 7, 2009 2
unanimously to approve the budget amendment as submitted. A
copy each amendment is attached.
The Court proceeded to consider the change of status of
employees as submitted on the attached Personnel Action
Requests. On motion by Commissioner Wassermann, seconded by
Commissioner Peters, the Court voted unanimously to approve
the changes as submitted.
The next matter before the Court was consideration of an
Interlocal Agreement with the County Information Resources
Agency (CIRA) amending the previously approved Interlocal
Agreement to include the five (5) Justices of the Peace
contributions of $50,000.00 for the software solution needed
by Brazos County as well as others across the State of Texas.
Eric Caldwell, Director of the Information Technology
Department, said that this contribution is in addition to an
earlier contribution which makes Brazos County one of the
largest contributors so far. CIRA is asking key members to
participate by giving input on how we manage criminal justice
data. Jail Administrator, Wayne Dicky has offered his and his
staff's expertise. It was also noted that input from the
Courts and Community Supervision and Corrections Division will
be needed. On motion by Commissioner Peters, seconded by
Commissioner Cauley, the Court voted unanimously to approve
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Commissioners Court meeting April 7, 2009 3
the Interlocal Agreement and authorized the County Judge to
execute the document. A copy is attached.
The Court next considered the following Claims as
submitted by the County Treasurer for payment:
7060579 through 7060798
On motion by Commissioner Cauley, seconded by Commissioner
Peters, the Court voted unanimously to approve the Claims as
submitted.
The next matter for consideration by the Court was Order
09-005 prohibiting outdoor burning in Brazos County for a
period of ninety (90) days. Precinct 2 Constable, Donald Lampo
spoke on behalf of the Volunteer Fire Department in his
Precinct saying that it is still dry even with the rain. He
did not know what the KBD Index was currently, but that they
have been battling fires. He recommended instituting the ban.
On motion by the County Judge, seconded by Commissioner
Peters, the Court voted unanimously to institute the burn ban.
The County Judge asked his secretary to place this matter on
the agenda for the next Commissioners Court meeting.
Commissioner Mallard asked Gary Arnold, Director of Planning
and Traffic about signage relating to the outdoor burning ban
and Mr. Arnold replied that they were still waiting on
hardware.
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Commissioners Court meeting April 7, 2009 4
The Court proceeded to consider adopting the 2009 Brazos
County Commissioners Court Rules of Procedure, Conduct and
Decorum. Demetrios Basdekas stated the he believed the
document to be unconstitutional, suppressed free speech, one
sided and does not address the conduct of the Court members.
Tina Snelling, Court Counsel stated that it contained sound
legal advice. Mr. Basdekas then addressed prayer in Court and
said in the name of Jesus Christ might be offensive to some
people. He suggested the Court follow the lead of the City of
Bryan and each week ask a different member of the clergy to
lead the prayer. He said this issue has bothered him for quite
sometime. He then stated that the Court does not represent
Christians only. On motion by Commissioner Mallard, seconded
by Commissioner Peters, the Court voted unanimously to approve
the Rules of Procedure, Conduct and Decorum. A copy is
attached.
The next matter before the Court was the reappointment of
individuals to serve on the Brazos County Child Welfare Board.
On motion by Commissioner Peters, seconded by Commissioner
Wassermann, the Court voted unanimously to reappoint the
following individuals:
a) Marsy Clark
b) Nancy Algert
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Commissioners Court meeting April 7, 2009 5
The Court next considered a contract renewal with
Government Payment Service, Inc. as Brazos County's credit and
debit card payment service provider. Commissioner Mallard
questioned the fees for this service. The County Auditor
explained the transaction Payment Fee Schedule. On motion by
Commissioner Mallard, seconded by the County Judge, the Court
voted unanimously to table consideration.
The next matter before the Court was consideration of a
contract with GHG Corporation for the Time Keeping Solutions.
On motion by Commissioner Peters, seconded by the County
Judge, the Court voted unanimously to approve the contract. A
copy is attached.
Court next considered an Amendment to Provisions of the
two (2) contracts between Brazos County and Rosser Architect,
dated June 20, 2007 and July 13, 2007. The first contract did
not provide for the 10 percent surcharge fee. The second
contract also failed to provide for a 10 percent surcharge fee
plus there was a typographical error that read 8.5% rather
than the intended 850. On motion by Commissioner Peters,
seconded by Commissioner Cauley, the Court voted unanimously
to approve the Amendment to Provisions. A copy is attached.
The next matter before the Court was consideration of an
application of three (3) citizens to form a local government
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Commissioners Court meeting April 7, 2009 6
corporation, and Articles of Incorporation forming the City of
Bryan and Brazos County Economic Development Foundation, Inc.
a Local Government Corporation. The City of Bryan and Brazos
County are the principal members, with County Judge Randy Sims
and Bryan Mayor Mark Conlee serving as initial co-chairs of
the Corporation's Board until such time as Board appointments
have been made. On motion by the County Judge, seconded by
Commissioner Peters, the Court voted unanimously to approve
the application and Articles of Incorporation. A copy of the
Application and the Articles of Incorporation are attached.
The next matter before the Court was consideration of the
payment of $105,000.00 per year to fund Brazos County's share
of the principal and interest payment of the Wheeler Property
(Next Generation Industrial Park) during the term of the note
with said funds being granted to the local government
corporation to make said payment. On motion by the County
Judge, seconded by Commissioner Cauley, the Court voted
unanimously to approve the payment.
The next matter for consideration was approval of tax
refund applications from the following individuals and/or
companies:
a. Hallie A. Vanderhider, over payment $7.83
b. Amelia Bonita Penrose, over payment $57.87
c. Land Design Group, Inc., over payment $170.48
d. Richard S. Smith & Associates, over payment $280.55
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Commissioners Court meeting April 7, 2009 7
e. Ted Higginbottom, over payment $7.13
On motion by Commissioner Wassermann, seconded by Commissioner
Peters, the Court voted unanimously to approve the tax refund
applications. Let it be noted that item "c" was not refunded
to the Land Design Group, Inc. as noted on the agenda but to
the Lipps Family Joint Venture.
The Court next considered requisition #00023655 in the
amount of $25,116.00 to Caldwell Country for the purchase of a
new 2009 Chevrolet Silverado for the Brazos Center. On motion
by Commissioner Peters, seconded by Commissioner Mallard, the
Court voted unanimously to approve the requisition.
The Court next considered acceptance of a Special
Warranty Deed for right-of-way on Clear Lake Road in Precinct
2. On motion by Commissioner Peters, seconded by Commissioner
Wassermann, the Court voted unanimously to authorize the
County Judge to accept on behalf of Brazos County a Special
Warranty Deed from W. W. Humphries Family Limited Partnership
for the expansion and improvements to Clear Lake Road.
The Court acknowledged receipt of the Extension Service
reports for December 2008 and acknowledged receipt of reports
from the following County and Precinct Offices showing
revenues collected and remitted to the County Treasurer:
County Clerk
District Clerk
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Commissioners Court meeting April 7, 2009 8
Justice of the Peace Precinct 1
Justice of the Peace Precinct 2, Place 1
Justice of the Peace Precinct 2, Place 2
Justice of the Peace Precinct 3
Justice of the Peace Precinct 4
Constable, Precinct 1
Constable Precinct 2
Constable Precinct 3
Constable Precinct 4
Brazos County Events Facilities
Road & Bridge
Sheriff
A copy of the Officials' reports can be viewed in the County
Auditor's office.
There were no announcements of interest items and
possible future agenda topics.
Under Agency/Board/Committee reports by Court members:
the following spoke:
Commissioner Mallard
a) He attended a High Speed Rail meeting
yesterday. They are moving right along and
going back to the legislature next week.
They are seeing lots of interest in the High
Speed Rail in Texas, Louisiana and Oklahoma.
The County Judge inadvertently skipped item 20 on the
agenda. He then proceeded to consider it.
Under citizen input and/or concerns, the following
spoke:
Sheriff Chris Kirk
a) There were 539 inmates in jail, 36 are in
Anderson County, 79 have monitors and 29 are
pending for monitors.
Vol IA' Page f
Commissioners Court meeting April 7, 2009 9
There being no further business to come before the Court,
the meeting was adjourned.
Vol ~ 0 Page
The foregoing minutes of the Commissioners Court meeting held
April 7, 2009 have been examined and are approved in open
Court this the (Q-Y- day of Y 2009, in Bryan,
Brazos County, exas
i
i
Randy Si Lloyd Wassermann
County udge Commissioner, Precinct 1
Duane Peters Kenny Mallar~
Commissioner, Precinct 2 Commissioner, Precinc 3
Carey Cauley, Jr.
Commissioner, Precinct 4
Attest:
G
Kar n McQueen
County Clerk
Vol )0 Page 13
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BRAZOS COUNTY
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BRAZOS COUNTY, TEXAS
BUDGET AMENDMENT(S) FOR THE 2008-2009 BUDGET YEAR
NO. 08/09 - 26.1 thru 26.3
On this the 7 h day of April 2009 at a regular meeting of the Commissioners' Court, the following
members were present:
Randy Sims, County Judge, Presiding
Lloyd Wassermann, Commissioner, Precinct 1
E. Duane Peters, Commissioner, Precinct 2
G. Kenny Mallard, Commissioner, Precinct 3
Carey Cauley, Jr., Commissioner, Precinct 4
Karen McQueen, County Clerk
The following proceedings were held:
THAT WHEREAS, on 7 April 2009 the Court heard and approved a budget amendment for the
2008-2009 budget year for Brazos County, Texas; and
WHEREAS, an expenditure is necessary due to the necessity to meet unusual and unforeseen
conditions which could not be reasonably included in the original budget adopted 19 September 2008, the
following amendment(s) to the original budget are hereby authorized, as described on the attached page(s).
ADOPTED AND APPROVED this the 7t' day of April 2009.
THE COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS.
By: 2.0~
Randy /Sills, County Judge
Original: County Clerk's Office and
attached to the original budget
Copies: County Auditor
County Treasurer
County Budget Officer
Commissioners' Court Minutes
L i PAGE C7
BRAZOS COUNTY, TEXAS
BUDGET AMENDMENTS
No. 08/09 - 26.1
4/7/2009
FUND Div ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease
1500 52000100 67205000 CR Network Costs 2,000.00
1500 52000100 61620000 DR Subscriptions & Publications 2,000.00
Law Library
To reallocate funds to allow for additiona monies for on line acess to legal library.
Depa ent Tkpprova-1-- Date
Prepared By: if)
Date: 4/2/2009 l
County Judg pproval Date
~ Psi E 1,91
BRAZOS COUNTY, TEXAS
BUDGET AMENDMENTS
No. 08109 - 26.2
4/7/2009
FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease
1100 11002500 67205000 CR Clothing & Uniforms 100.00
1100 11002500 61620000 CR Printers 1,500.00
1100 11002500 60170000 DR Co ier/Printer Supplies 2,500.00
Hotel Occupancy Tax Fund (HOT) L
To reallocate funds to allow for the purchase of a printer for printing color brochures and to allow for the purchase of color
cartria es needed for the printer.
Department,Approv Date
Prepared By: ifj
bate: 41212009_
County~Judge prova Date
116,'JL PAGE
BRAZOS COUNTY, TEXAS
BUDGET AMENDMENTS
No. 08/09 - 26.3
4/7/2009
FUND DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease
0100 36500100 59100000 CR DDEA 4,137.00
0100 91110000 DR Transfer to Capital Improvement Fund 4,137.00
4500 63000500 80890000 DR Vehicles 4,137.00
4500 49028000 CR Transfer from General Fund 4,137.00
Brazos Center and Capital Improvement Fund
To reallocate funds from the Brazos Center for additional funds needed to replace the truck used b the Landscaping
Division that was involved in an accident and was totalled on January 22, 2009.
The replacement truck will cost a total of $25,116. The insurance proceeds received are$ 20,979.79. This amendment allows for
full funding the cost of the replacement vehicle.
4~66ihfnentApprov Date
Prepared By: ifj
i
'Date: 412120U9
7
County Judge prova Date
1° -
PERSONNEL
CHANGE OF STATUS REQUESTS
Commissioner Court Date: April 7, 2009
Department Submitting Information: Human Resources
Purpose of Submissions: Consider and Take Action on Change Requests
Department Submitting Employee Request Action Requested
Request(s) Applies To
Building Maintenance Nutall, Dina Step Increase
Robertson, Dennis Termination
Juvenile Services Benivades, Martha New Hire
Tax Office Earle, Patricia Reinstated Employee
Zavala, Daniel Active Duty
Approved in Commissioners' Court: April 7,2009:
County Judge's or Commissioner's Signature:
(This Copy to be attached to minutes)
COUNTY INFORMATION RESOURCES AGENCY
INTERLOCAL PARTICIPATION AGREEMENT FOR
A PROJECT TO DEVELOP STANDARDS AND REQUIREMENTS
FOR A COMMON INTEGRATED JUSTICE SYSTEM
SOFTWARE SOLUTION FOR COUNTY GOVERNMENT
This Agreement between the County Information Resources Agency and
Brazos County, Texas ("Member") is entered into pursuant to the Texas
Interlocal Cooperation Act, Chapter 791, Texas Government Code.
I.
RECITALS
WHEREAS, CIRA was created by Texas counties to provide assistance to its
Member counties in all matters relating to information resources and
technologies in order to increase efficiencies and improve the quality and
reliability of governmental services; and
WHEREAS, the delivery of governmental services could be enhanced by
developing a software solution to support a common integrated justice system
for county government; and
WHEREAS, the CIRA IT Advisory Committee recommended to the Board of
Directors of CIRA that CIRA assist in determining whether the development of
such software is feasible; and
WHEREAS, a number of county officials have also expressed support for such a
venture; and
WHEREAS, the first step in determining the viability of developing or obtaining
such software is to reach a consensus about what county government needs such
software to do and determine the system requirements most appropriate to meet
those needs; and
WHEREAS, the CIRA Board has determined, as authorized by its bylaws, to
work with its Members to jointly determine the work flow and processes of the
various county offices that make up the justice system, and to develop standards
and requirements for a software solution that will facilitate efficient processes in,
Y: A I d6 G`A 4u'~a ;ZA
and communications between, these various offices regardless of the size of the
county; and
WHEREAS, Member desires to participate in a project to develop a scope of
work that defines standards and system requirements and business processes
necessary for the development of integrated software for the justice system;
NOW, THEREFORE, CIRA and Member agree as follows:
II.
NATURE AND SCOPE OF THE PROJECT
The Project will be a collaborative effort to determine what CIRA's
collective membership wants from justice system software. The scope of work
will require CIRA and its interested Members to determine the work flow and
processes of the various county offices that serve the justice system and, based on
those processes and the requirements of law, develop standards and
requirements for a software solution in support of a common integrated justice
system. However, no Member participating in the project is committed to
pursuing software development, and no guarantee is made that such software
will ever be developed.
III.
PROJECT GOVERNANCE
The CIRA Board will have final policymaking authority over all aspects of
this Project. The CIRA Board may designate other individuals or groups to
coordinate some aspects of the project and provide information and/or
recommendations to the CIRA Board.
IV.
OBLIGATIONS OF MEMBER
4.1 Member will contribute: (1) the sum of one-tenth of one percent of
its FY 2008-2009 general fund ($65,604.45) and (2) on behalf of its JP Courts, the
sum of $50,000.00 from the FY 2008-2009 JP Technology Fund as its share of the
cost of the Project. Unless Member pays this amount in full, it has no right to
participate in the Project, no ownership of any intellectual property or any other
item or material developed during the Project, and no right to benefit from the
results of the Project.
4.2 Member agrees to allow the officials and employees of Member
with knowledge or skills that might benefit the Project to contribute time to the
Project to the extent such time spent would serve the public interest and not
interfere with the performance of the individual's duties.
4.3 Member agrees to provide, upon request of CIRA, information that
will assist in the successful completion of the project. Such information may
include, for instance, information about: 1) Member's available information
resources; 2) work flow processes in the county offices that play a role in the
administration of justice; and 3) the perceived needs and/or preferences of
Members' elected officials concerning various aspects of justice system software.
4.4 Member will designate the County Judge or another individual to
serve as the primary contact for the exchange of information.
4.5 Participation in the Project is limited to CIRA Members, so Member
must maintain its CIRA Membership throughout the course of the Project or its
participation in the Project will be terminated.
V.
OBLIGATIONS OF CIRA
5.1 Governance and Administration. CIRA will provide governance
and administration of all aspects of the Project, including determining the tasks
that need to be performed and the timeline for completing the project. If
appropriate, CIRA may contract for some or all aspects of the administration of
the project.
5.2 Obtaining Necessary Assistance. CIRA will endeavor to identify
and obtain, to the extent possible with existing resources, the technical and
administrative expertise necessary for successful completion of the project.
When necessary knowledge and expertise cannot be obtained from within the
CIRA Membership, CIRA will contract with third parties to obtain the necessary
assistance. With respect to any contract, CI RA will oversee the RFP process and
the award of contract. CIRA will also prepare all necessary agreements. CIIZA
may, in its discretion, determine that the Project would be best served by asking
TAC to hire employees for some functions rather than contractors. All costs for
employees and contractors shall be an expense of the Project and shall be paid
from the Project Account.
5.4 Accounting. CIRA will receive all Member contributions, note the
amount of each contribution and place the contributions into an interest-bearing
account ('the Project Account"). CIRA will pay from the Project Account all
expenses of the Project, and will keep and make available to participating
Members an account of all expenditures. At the completion of the Project, after
the payment of all amounts due to 3rd parties, CIRA will return any unexpended
funds in the Project Account to the Members; each Member will receive a
percentage of the remaining funds equal to the percentage that Member's
contribution was of the total amount contributed by the Membership collectively.
VI.
COMPENSATION OF CIRA
To defray the cost of creating and administering the program, CIRA will
receive 4.25 % of all amounts paid by Members during the Project.
VII
RIGHTS TO INTELLECTUAL PROPERTY
CIRA will own the results of the Project, including all intellectual property
created during the course of, or as a result of, the Project. Such intellectual
property will be used at the discretion of the CIRA Board, for the benefit of
CIRA's Members collectively. No individual Member will own or have a right
to use such intellectual property except as authorized by the CIRA Board,
provided, however, if the CIRA Board ultimately determines not to proceed to a
software development phase, the CIRA Board will grant each Member
participating in the Project the right to use such intellectual property as it sees fit.
VIII.
DISCLAIMER OF WARRANTY AND AGREEMENT REGARDING LIABILITY
The Project is a cooperative effort of the CIRA Members that choose to
participate. CIRA's agreement to manage and coordinate the Project does not
constitute a promise that a particular result will be achieved or that any
particular Member will be satisfied with the result. Accordingly, regarding its
performance under this Agreement, CIRA DISCLAIMS ANY AND ALL
WARRANTIES OF ALL TYPES. Member and CIRA both agree that neither
party to this Agreement shall be liable to the other claims arising from this
Agreement.
hp-.
IX.
MISCELLANEOUS PROVISIONS
8.1 Current Revenue. All payments required of the Member
hereunder shall be made from current revenues. No debt is created by this
Agreement.
8.2 Term and Termination. The term of this Agreement shall begin
on the date it is fully executed and shall continue until the end of the Project
when the Scope of Work is completed. Either CIRA or Member may terminate
the Agreement without cause at any time upon 60 days notice. This agreement
will terminate if Member ceases to be a Member of CIRA. If Member terminates
this Agreement without cause or if this Agreement is terminated because
Member ceases to be a Member of CIRA, Member shall not be entitled to a
refund of any amounts paid to CIRA. If CIRA cancels the Project prior to
completion, any unexpended funds in the Project Account after payment of third
party claims will be returned to the Membership; each Member will receive a
percentage of the remaining funds equal to the percentage its original
contribution was to the total amount contributed by the Membership collectively.
8.3 Applicable Law. The laws of the State of Texas shall govern the
interpretation, validity, performance and enforcement of this Agreement.
8.4 Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws, the legality,
validity and enforceability of the remaining provisions of this Agreement shall
not be affected thereby and this Agreement shall be liberally construed so as to
carry out the intent of the parties to it.
8.5 Immunity. Both CIRA and Member expressly retain all immunities
to which they are entitled under the law and do not, by entering this contract,
waive any immunity.
8.6 Amendment. This Agreement shall not be amended or modified
other than in a written agreement signed by the parties, or as otherwise provided
under this Agreement.
8.7 No Third Party Beneficiaries. There are no third party
beneficiaries to this Agreement, and a person or entity that is not a party to the
Agreement has no right to enforce it.
8.8 Notices. All notices and communications to the Member will
be sent to the CIRA Coordinator. All notices to CIRA shall be sent via the United
States Postal Service with proper postage by certified mail, return receipt
requested, or delivered, to the Agency at the following addresses or to such other
address as the Board of Directors of the Agency may later designate by
amendment to the Bylaws of the Agency:
CIRA Director
The County Information Resources Agency
The Texas Association of Counties
1210 San Antonio
Austin, Texas 78701
IN WITNESS WHEREOF, the governing bodies of both the County Information
Resources Agency and the undersigned Member have approved and adopted
this Agreement and have caused this Agreement to be executed and it shall
become effective upon the date that both parties have signed this Agreement.
AGREED to and ADOPTED by commissioners court of LRMym on
the day ofr l 2009 and executed by the
undersigned authorized memb of its go erning body:
Name:
Randy S'
Title: c J
Brazos ounty Judge
AGREED to by the County Information Resources Agency on the,3/J-;Lday of
2009.
~l~Gfi
Karen Ann Norris, TAC Executive Director
For the County Information Resources Agency
~ oFT~ ~
q
BRAZOS COUNTY
BRYAN. TEXAS
COMIVIISSIONERS COURT ORDER
PROHIBITION OF OUTDOOR BURNING
WHEREAS, in accordance with provisions of the Texas Disaster Act of 1975, a state disaster has been
based on the imminent threat of disaster from wildfire; and
WHEREAS, declaration of such disaster authorized the imposition of controls on activities which tend to
increase the likelihood of such fires:
BE IT TBEREFORE ORDERED that the following emergency regulations are hereby established for
all unincorporated areas of Brazos County , Texas for the next seven (7) days, and will be re-evaluated
again at the next regular session of the Brazos County Commissioners Court:
1. Actions Prohibited:
A person violates this order if he or she bums any combustible material outside of an enclosure
serving to contain all flames and/or sparks, or orders such burning by others.
2. Enforcement:
A. Upon notification of suspected outdoor burning, the fire department assigned to the
location of the fire shall respond to the scene and take immediate measures to contain
and/or extinguish the fire.
B. As soon as possible, a duly commissioned peace officer shall be sent to the scene to
investigate the nature of the fire.
C. If in the opinion of the officer at the scene and/or the fire chief, the goal of the order can
be attained by informing the responsible parry about the prohibitions established by this
order, the officer may, at his discretion, notify the parry about the provisions of this order
and request compliance with it. In such instances, an entry of the notification shall be
made into the dispatchers log containing the time, date, and place of the warning, and the
name of the person receiving the warning.
3. At the discretion of the peace officer or the fire chief, second or flagrant violations of this order
may be prosecuted in accordance with the statutes and procedures governing misdemeanors.
BE IT ALSO ORDERED that this order may be enforced by any duly-commissioned peace officer and
that the venue for prosecution of this order will be the Justice of the Peace.
APPROVED, this day of 20
dy Sims
County Judge
Commi loner Lloyd Wassermann Commissioner Duane Peters
Precinct 1 Precinct 2
,y
Commissioner K y Mallard Co issioner Carey C uley .
Precinct 3 Precinct 4
~P r Order 09-005
Brazos County Commissioners Court
Rules of Procedure, Conduct & Decorum
1. All Regular, Special, Emergency and Executive Session Meetings of the
Brazos County Commissioners Court will be called and conducted in
accordance with the provisions of the Texas Open Meetings Act, Chapter 551,
Government Code.
II. Regular, Special and Emergency Meetings of the Brazos County
Commissioners Court are open to the public and to representatives of the press
and media. Executive Sessions of the Commissioners Court are not open to the
public, the press or the media and only those individuals expressly requested or
ordered to be present are allowed to attend Executive Session.
III. The Brazos County Commissioners Court meets every Tuesday at 9:00 a.m.,
except for the third Tuesday of the month, which is at 6:00 p.m. In order for a
matter or issue to appear as an agenda item on the Agenda of any Regular or
Special Meeting of Commissioners Court, a request must be filed with and
approved by the County Judge by 12:00 p.m. (Noon) on the Thursday
preceding the next Meeting of the Commissioners Court. Only members of the
Commissioner's Court and/or the County Judge can place items on the court
agenda.
IV. The business of Brazos County is conducted by and between the members of
the Brazos County Commissioners Court and by those members of the County
staff, elected officials, department heads, consultants, experts and/or members
of the public requested to be present and participate. While the public is invited
to attend all meetings of the Commissioners Court (except Executive Sessions)
the public's participation therein is limited to that of observers. However, a
member (or members) of the public may comment on an agenda item (or
items) once he or she signs the Public Participation sign up sheet prior to the
start of Commissioner Court. Upon request, someone will be provided to assist
those individuals with special needs.
A. Each member of the public who appears before the Commissioners Court
shall be limited to a maximum of four (4) minutes to make his or her
remarks. Time for each speaker shall be maintained by the designated
representative of the Commissioners Court.
B. Maximum discussion during the public comment section of the agenda at
any regular, special or emergency commissioner's court meeting shall be
limited to forty-five (45) minutes. The County Judge or presiding officer
may also require the designation of a speaker or speakers to speak for a
group that shares a commonality of an issue The maximum number of
speakers during the public comment section shall be limited to ten (10)
members of the public. In the event that more than ten (10) members of
the public wish to address a particular agenda item (or items), then only
the first ten (10) speakers will be recognized to speak. However, in
matters of exceptional public interest, the County Judge or presiding
officer at the meeting, may lengthen the total time or amount of speakers
or shorten the amount of time given to each speaker. If any member of
the Court objects to the change, a vote will be taken on the change to the
normal procedure.
C. It is the intention of the Court to provide open access to the citizens of
Brazos County to address the Commissioners Court and express
themselves on issues of County Government. Members of the public are
reminded that the Brazos County Commissioners Court is a
Constitutional Court, with both judicial and legislative powers, created
under Article V, Section 1 and Section 18 of the Texas Constitution. As a
Constitutional Court, the Brazos County Commissioners Court also
possesses the power to issue a Contempt of Court Citation under Section
81.024 of the Texas Local Government Code. Accordingly, members of
the public in attendance at any Regular, Special and/or Emergency
meeting of the Court shall conduct themselves with proper respect and
decorum in speaking to, and/or addressing the Court; in participating in
public discussions before the Court; and in all actions in the presence of
the Court. Those members of the public who are inappropriately attired
and/or who do not conduct themselves in an orderly and appropriate
manner will be ordered to leave the meeting. Refusal to abide by the
Court's Order and/or continued disruption of the meeting may result in a
Contempt of Court Citation.
D. Cell phone usage during court is strictly prohibited. All cell phones,
pagers and other mobile communication devices should be in "silent"
mode at all times while court is in session.
E. It is not the intention of the Brazos County Commissioners Court to
provide a public forum for the demeaning of any individual or group.
Neither is it the intention of the Court to allow a member (or members)
of the public to insult the honesty and/or integrity of the Court, as a body,
or any member or members of the Court or employees of the County,
individually or collectively. Accordingly, profane, insulting or
threatening language directed toward the Court and/or any person in the
Court's presence and/or racial, ethnic or gender slurs or epithets will not
be tolerated. Violation of these rules may result in the following
sanctions:
1. cancellation of a speaker's time;
2 removal from the Commissioners Court;
3. contempt citation; and/or
4. such other civil and/or criminal sanction as may be authorized
under the Constitution, Statutes and Codes of the State of
Texas.
F. During the course of the meeting, the presiding officer has discretion to
take items out of agenda order for the convenience of the Court, county
staff or others in attendance.
V. The County Judge is the presiding officer of the Brazos County
Commissioners Court and is a fully participating member thereof. In the event
of the absence of the County Judge, the senior member of the Commissioners
Court (in terms of total numbers of years as an elected representative) present
at the Regular, Special, Emergency meeting or Executive Session, shall serve
as the Judge Pro-Tem of the Court. However, nothing herein shall prevent the
senior member of this Commissioners Court from delegating this duty to
another member of the Commissioners Court.
VI. The County Judge (or the designated Judge Pro-Tem of the Commissioners
Court), as presiding officer of the Commissioners Court, is responsible for
conducting all meetings, and members of the public who have properly signed
the public participation sign up sheet and submitted the same to the Assistant
to the Commissioners Court must wait to be recognized by the County Judge
or Judge Pro-Tem prior to beginning any address to the court.
VII. Special Rules for the Press and Media.
A. No media personnel or equipment, including lights, cameras or
microphones will be located on the Commissioner Court bench nor closer
than five (5) feet in front of the Commissioners Court bench during the
time Court is in session.
B. Reporters and media technicians are required to structure their
movements, equipment set-up and take-down and adjustments, etc., in
such a manner as to not disrupt the Commissioners Court deliberations or
the ability of the public to see, hear, and participate in the proceedings.
C. Interviews shall not be conducted inside the Commissioner's Courtroom
during the time the Court is in session.
D. Media interviews which are conducted outside the Commissioners
Courtroom should be conducted in such a manner that the interview does
not disturb, impede or disrupt the proceedings of any Regulator, Special,
Emergency and/or Executive Session meeting of the Court.
VIII. The Sheriff or the Constable or his designated deputy, shall serve as the bailiff
at all Regular, Special and Emergency Meetings However, in the event there
exists a conflict of interest between the Sheriff or any member of the Sheriff's
Department, or the Constable or any member of the serving Constable's
department and the Commissioners Court, or in the event of any Executive
Session of the Court in which either the Sheriff or Constable is not an
authorized participant, the Court shall appoint such other commissioned peace
officers to serve as bailiff as may be necessary.
IX. From time to time, the Commissioners Court may have town meetings, public
hearings and/or workshops. These Rules of Procedure, Conduct and Decorum
shall also apply to the same; however, the Commissioners Court may adopt
such additional and supplemental rules for such meetings as may be necessary
and appropriate to conduct such meetings in an orderly, efficient and proper
manner.
X. These Rules of Procedure, Conduct and Decorum at meetings of the Brazos
County Commissioners Court shall be effective immediately upon adoption by
the Court and shall remain in full force and effect until amended or repealed by
a majority vote of the Commissioners Court.
IT IS FURTHER ORDERED THAT these Rules of Procedure, Conduct
and Decorum shall be effective upon approval.
APPROVED, this Wt- day of 20 Oq
Randy Si razos County Judge
l'~iLd1i!-rv~ tf~
2v"
Lloyd assermann, Comm. Pct I Duane Peters, Comm. Pct 2
v
Kenny Mall , Comm. Pct 3 arey Ca ey, Comm. P t 4
ATTEST:
jar n McQueen
Brazos County Clerk
i
a ,r, J F
GHG Corporation
InnM&TSOIL& Mmugh&Vnemngano!!
January 21, 2009
Brazos County
200 S. Texas Avenue, Suite 332
Bryan, TX 77803
Subject: GHG Corporation Contract/Service Level Agreement
Katie,
GHG Corporation is pleased to submit a working copy of the contract for RFP Number: 2008- 022 titled
"Electronic Time Clock And/Or Electronic Time Sheet". Also attached is GHG's Service Level
Agreement. GHG plans to use our commercial off the shelf (COTS), software package electronic Time
Sheet Solution (eTSS) to meet the requirements detailed in the following document.
The applicable business rules which are set forth in the RFP 2008-022 and included in the quoted prince
in response to the RFP are:
1. County-wide rules
a) Vacation time cannot be taken until employee has been with the county for at least 6 months.
b) Sick leave cannot go negative.
i. Sick pool is an exception to this rule - sick pool can be used only when all accrued sick leave has
been exhausted.
c) Sick time cannot be taken until employee has been with the county for at least 30 days.
d) Floating holiday cannot be taken until employee has been with the county for at least 6 months.
2. Departmental level rules
a) Employee vacation time can go negative with a maximum of the projected accrued time for that
employee till the end of year.
b) The system shall allow compensatory (comp) time to be coded as per department policy.
i. Some departments have a maximum limit on comp time before it has to be used.
ii. Some departments bank all comp time.
c) The system shall allow customized departmental business rules to be applied to the input fields
for the employee's leave bank.
d) Holidays
i. Special case for Law Enforcement personnel must be handled where holidays can
be taken in a 30-day window.
ii. Ability to track individual holidays.
3. Military hours
a) Eligible for 15 days per year.
4. FMLA
5. Over time is calculated differently for Law Enforcement and for non-law enforcement.
Page 1 of 19
Brazos County
I~~" 33
GHG Corporation
Innovative SOIL& u&wgh EngfWdnganag
a) For law enforcement personnel
i. All over time from first pay period of the month carries over to the second pay-
period of the month.
ii. In the second pay-period of the month all OT 161 and OT 171 is paid at
straight and all OT > 172 is paid at time and a half.
b) For civilian hourly employees
i. All over time above 40 hours of actual worked hours per week is paid at time and a
half.
ii. All over time below 41 hours of actual worked hours per week is paid at straight.
iii.Actual hours worked does not include county holidays.
6. Workers comp
a) Law enforcement pays out all workers comp.
b) b. All others workers comp is unpaid.
c) Need to use 5 sick days before workers comp payment kicks in.
7. Maximum comp time allowed is 40 hours
a) All comp time is paid out at the end of the fiscal year.
If you have any questions pertaining to GHG's response, please feel free to contact the
undersigned at 281-488-8806 x108.
Si rely,
~c
J
Debbie Sabin
Sales Manager
Page 2 of 19
Brazos County
GHG Corporation
lmrovalive Sofuh'ms gnough fngraee~ing aM ff
Table of Contents
Section A: Pricing .........................................................................................................................................3
Year 1 Purchase Price ................................................................................................................4
Year 2 and Beyond Cost 4
Options for Additional Items 4
Section B: eTSS Service Level Agreement ...................................................................................................5
Hours of Service 5
Service Infrastructure (for GHG hosted Customers only) 5
Support Call/Email Turnaround Times 6
Problem Escalation 6
Services Covered .....................................................................................................................7
Security Reviews
Copyright ..........................................................................................................9
10Sellers Responsibilities 0
Limits on Scope .......................................................................................................................10
Loss of Data ...............10
Retention of Records ...........................................................................................................101
Compliance With Laws .......................................................................................................102
Customer Responsibilities ........................................................................................................12
Data Security .........................................................................................................................10
Cost ........................................................................................................................................13
Section C: Implementation Plan ..................................................................................................................13
Section D: Standard Purchase Terms And Conditions ...............................................................................14
Section A:.Pricing
Page 3 of 19
Brazos County
,l
35
GHG Corporation
Innovative S*6= fhwgii Engineaft and?
Year 1 Purchase Price
1. Time and Attendance Software License
eTSS 800 user license (Includes 1 year of warranty) $13,500
Includes active users, non-active users do not count against the license
2. Time Clocks
(Option 1)
• 12 Genus 1 with Biometric Reader only - $1,600/each $19,200
• 12 Clock Warranty at $100 per clock $1,200
• 12 Clock Installations at $100 per clock $1,200
(Option 2)
16 Genus 1 with Biometric Reader only - $1,600/each $25,600
• 16 Clock Warranty at $100 per clock $1,600
• 16 Clock Installations at $100 per clock $1,600
3. Implementation (Project Management) $2,000
4. Software Installation (Includes Travel Cost) $5,000
5. Training - Onsite training at Brazos County (Includes Travel Cost) $3,200
6. Custom Business Rule - Law Enforcement Overtime Rule $5,000
7. Custom Business Rule -Negative Leave Balance Rule $3,000
OPTION 1 TOTAL $53,300
OPTION 2 TOTAL $60,500
Year 2 and Beyond Cost
1. eTSS 800 user license' Annual Software Warranty $2,700
2. Option 1 Clock Warranty ($100/clock for 12 clocks) $1,200
3. Option 2 Clock Warranty ($100/clock for 16 clocks) $1,600
Options for Additional Items
1. PoE (Power over Ethernet) Splitter (2070-004) $120
2. PoE (Power over Ethernet) Injector (2070-002) $160
The license permits installation of the program(s) on specified numbers of computers within the organization.
Page 4 of 19
Brazos County
W D
GHG Corporation
Innovaf v SoMim f mVii Engineering and?
SECTION B: ETSS SERVICE LEVEL AGREEMENT
This Section defines the set of services that GHG Corporation (GHG) shall provide to County under this
Agreement.
Goals
• Provide a robust and reliable application (eTSS)
• Dependable and knowledgeable support
• Timely response to problems, new users, and other service requests
SUPPORT PROVIDER
GHG Corporation uses a customer relationship management ("CRM") tool to track tickets that document the
problem/issue tracking and support cases. GHG Corporation's Help Desk is the initial point of contact for
asking questions and reporting problems.
SUPPORT RECIPIENTS
The target audience for GHG Corporation's eTSS is the designated point of contact for each customer. Many
support reps have extensive experience in customer configuration and eTSS functionality. This knowledge
base includes all facets of the application including hardware and software supported by the product.
HOURS OF SERVICE
Telephone and on-site support for eTSS service will be available from 8:00 am to 6:30 pm (CST), Monday
thru Friday and 10:00 am to 5:00 pm (CST) on Saturday and Sunday Off-hours problems can be reported via
GHG Corporation Help Desk voice mail (866 380 4146 ext 200) system or email (eems_support@ghg.com).
SERVICE INFRASTRUCTURE
To ensure continuous IT service to the users of the eTSS software, all eTSS servers are located on the 11th
floor of a downtown Houston datacenter where they are in a securely monitored, temperature controlled, and
fire and flood preventive environment. eTSS servers will be in service and monitored 24 hours a day, 7 days
a week. Regularly scheduled maintenance will be performed during a regularly scheduled "maintenance
window" (1 st Sunday of every month). Any planned activities that will result in an extended outage will be
announced one week in advance. Emergency maintenance will be performed as needed, always with the
attempt to minimize disruption to customers.
Page 5 of 19
Brazos County
A GHG Corporation
k-M* ve Sol &M Onough&91ftMn_Q and IT
All servers are connected to a clean power source, which provides continuous power to the servers to ensure
that random power surges or power outages do not occur. In case of a complete power outage to the entire
building, the datacenter is attached to a battery back up system that will provide roughly 1-2 days worth of
power. In the case that the battery backup runs out of power, attached to the datacenter are two fuel
generators that are located on the roof of the building. The datacenter has a contract with a fuel company to
supply constant fuel to the generators if needed. Each eTSS database server has been configured with
redundant array of inexpensive disks ("RAID") 52 to maximize full hard drive redundancy. To prevent data
loss in the case of complete hard drive failure or file corruption, all eTSS servers are backed up on a daily
basis. In the case of the eTSS databases, all databases are backed up daily and copies of the backups are
placed in remote storage. This methodology allows GHG to retain 3 months worth of backups.
SUPPORT CALL/EMAIL TURNAROUND TIMES
Expected turnaround times
• Basic Usage Functionality - 8 Business Hours
• Importing/Exporting (Problems with interface) - 2 hour resolution/does not include spec changes
• Change in Configuration Options - 8 Business Hours
• Custom Report Request - 5 to 15 Days (time of completion is dependant on the complexity of the
report)
• Leave Management Issues - same business day
• Business Rule Issues- same business day
• System Generated Notifications -1 to 2 business days
• Input Device (Biometric Clock) malfunction- 2 hour call back
• Customization Request - 2 day response with estimate
PROBLEM ESCALATION
Not all problems are emergencies, but some are. And some problems that are not resolved expediently
become emergencies (such as an email account that can't be accessed for a second day). After pursuing the
standard problem reporting mechanism via our Rep creating a case number through the Help Desk, the
submitter will have a support ticket created for each issue that can be used for reference. The user in this
manner can progressively escalate emergency problems:
z RAID 5 (striped disks with parity) combines three or more disks in a way that protects data against loss of any one
disk; the storage capacity of the array is reduced by one disk.
Page 6 of 19
Brazos County '117
A GHG Corporation
1.omfim SM&ws unw/i &girwAng and?
• 1' level - all calls handled by support desk (required response time is - 1 business day)
2nd level - account reps will be available to discuss any customizations for each customer as well as
any other "outside the scope" requirements.
• 3Td level - GHG developers are available to the customer for any critical bug fixes that impact the
functionality of the product
• 4"' level - GHG's lead technical person will facilitate any support need that has not been addressed
in the 3 above levels.
GHG is committed to first call resolution. When a customer with a support agreement calls or emails our
support desk, we strive to answer the phone or respond to emails as soon as possible, with the next available
agent. Regardless, we will respond to all calls or emails within one business day. When help desk
technicians are busy with another customer, they will respond to the messages and emails in the order in
which they are received. However, occasionally, a customer may have system-critical issue that renders their
system unusable. These calls will take priority over simple "how to" questions and other user related
questions.
SERVICES COVERED (SUPPORT AND ANNUAL WARRANTY)
GHG Corporation warrants that Electronic Timesheet Software (eTSS), including new releases, versions or
upgrades will perform substantially as described in the Software Product Description and under normal use
and conditions for a period of one year from the date of delivery (the "Warranty Period").
Customers may designate up to three customer service points of contact. GHG will accept support requests
from these designated individuals. GHG's technical Support services do not include support for the
customer's end user community. Support for customers of GHG eTSS service consists of installing,
configuring, and troubleshooting the following software and services:
• eTSS Application support
• Integration with Accounting or Payroll Software
• Email Notifications
• Business Rule Support
• Report Writing
• Import/Export processes and procedures
• Leave Management
• Direct Deposit Support
Page 7of19
Brazos County
E a ~
GHG Corporation
Innovative $910M through En99ftling and IT
• Training
• Documentation
• GHG-Provided Hardware - - includes malfunction of time clock (base unit), under normal
usage/normal working environment.
• IVR Interface Support - (if applicable)
SECURITY REVIEWS
(a) Review
GHG shall have their software reviewed for security flaws, in binary format (i.e. compiled or byte code;
source code is not required), at their expense, prior to delivery to the County.
(b) Review Coverage
Security reviews shall cover all aspects of the software delivered, including third party components, and
libraries.
(c) Scope of Review
At a minimum, the review shall cover common software vulnerabilities. The review may include a
combination of static analysis of the binary code, dynamic web application vulnerability scanning, and
manual penetration testing.
(d) Issues Discovered
Overall application security ratings with aggregate number of flaws found will reported to the County.
Detailed reports of specific vulnerability instances within the application will also be provided to the County.
(e) Review Frequency
Reviews shall be conducted to revalidate the software prior to delivery of any new major or minor release
prior to delivery to County.
SECURITY ISSUE MANAGEMENT
(a) Identification
GHG will track all security issues uncovered during the security review, whether a requirements, design,
implementation, testing, deployment, or operational issue. The risk associated with each security issue will
be evaluated, documented, and reported to County as soon as possible after discovery.
Page 8 of 19
Brazos County
GHG Corporation
JnWvagve Solg6= t1mgh Engineering mrd if
(b) Protection
GHG will appropriately protect information regarding security issues and associated documentation to help
limit the likelihood that vulnerabilities in operational County software are exposed.
(c) Remediation
County and GHG shall create a mutually agreed upon remediation roadmap to resolve security issues that are
identified. GHG shall make all commercially feasible efforts to fix all high level issues prior to delivery to
County.
COPYRIGHT/TRADEMARK INFORMATION
Electronic Timesheet Software (eTSS) is owned by GHG Corporation and is protected by copyright laws and
international treaties. Your use of the software and associated documentation is subject to the applicable
copyright laws and the express rights and restrictions of these terms. Please refer to the License Agreement
for complete Copyright/Trademark Information.
The Seller agrees that at all times during the term of this Contract and thereafter, the works created and
services performed under this Contract shall be "works made for hire" as that term is interpreted under U.S.
copyright law. To the extent that any products created under this Contract are not works for hire for the State,
the Seller hereby relinquishes, transfers, and assigns to the County all of its rights, title, and interest
(including all intellectual property rights) to all such products created under this Contract, and will cooperate
reasonably with the County in effectuating and registering any necessary assignments.
Seller shall report to the County, promptly and in written detail, each notice or claim of copyright
infringement received by the Seller with respect to all data delivered under this Contract.
SELLER'S RESPONSIBILITIES. All Confidential Information of one party ("Disclosing party") in the
possession of the other ("Receiving party"), whether or not authorized, shall be held in strict confidence, and
the Receiving party shall take all steps reasonably necessary to preserve the confidentiality thereof. The
Disclosing party's Confidential Information shall not be used or disclosed by the Receiving party for any
purpose except as necessary to implement or perform this Agreement, or except as required by law, provided
that the other party is given a reasonable opportunity to obtain a protective order. The Receiving Party shall
Page 9 of 19
Brazos County
4
GHG Corporation
]rmo a4me Solu6'ons tluougir Engineering arM iT
limit its use of access to the Disclosing party's Confidential Information to only those of its employees
whose responsibilities require such use or access. The Receiving Parry shall advise all such employees,
before they receive access to or possession of any of the Disclosing Parry's Confidential Information, of the
confidential nature of the Confidential Information and require them to abide by the terms of this Agreement.
The Receiving Party shall be liable for any breach of this Agreement by any of its employees or any other
Person who obtains access to or possession of any of the Disclosing Party's Confedential Information from
or though the Receiving Party.
GHG acknowledges and understands that Customer is subject to the requirements of the Texas Public
Information Act.
LIMITS ON SCOPE
There will be requirements for which the standard support representative is not suited. The support defined
by this service level agreement ("SLA") cannot cover all platforms, software, and services. Given the goals,
the user population, and the service and support list, there must also be some limits on scope of support and a
"Won't Do" list. Here is a partial list of services that this SLA does not include:
• For Customer-Hosted configurations, customer is responsible for all servers, server operating
systems, database maintenance, security and backups
• For Customer-Hosted configurations, customer is responsible for notifying GHG a minimum of 7
days in advance for any changes to configuration of server/operating system/database/IP addresses
and 14 days in advance of accounting software interface.
• For Customer-Hosted configurations, customer will provide high speed 1 MG) remote connection
virtual private network ("VPN") for GHG support to resolve issues.
• Network Troubleshooting
• Support for County Software beyond those products that access information on the eTSS server.
• Support will only be provided to customers that are current in payment terms (up to date on annual
support)
• Hardware warranty does not cover damage to clock by Moisture, Negligence, Intentional Acts of
Destruction, Tampering, Excessive Heat, Chemicals and Installation in Harsh Environments. Seller
however passes through all manufacturer's warranties.
LOSS OF DATA
• In the event of loss of any Customer data or records where such loss is due to the intentional act,
omission, or negligence of the Seller or any of its contractors, subcontractors or agents, the Seller
Page 10 of 19
Brazos County
GHG Corporation
Innovative SoPob'ans lhiough FngincYing mM R
shall be responsible for recreating such lost data in the manner and on the schedule set by the
designated representative of the County. The Seller shall ensure that all data is backed up and is
recoverable by the Seller.
RETENTION OF RECORDS
The Seller shall retain and maintain all records and documents in any way relating to this Contract for three
years after final payment by the County under this Contract or any applicable statute of limitations,
whichever is longer, and shall make them available for inspection and audit by authorized
representatives of the County, including by way of example only, the Brazos County Auditor or her
designee, at all reasonable times. All records related in any way to the Contract are to be retained
for the entire time provided under this section. The Seller shall, upon request by the County,
surrender all and every copy of documents needed by the County, including, but not limited to
itemized billing documentation containing the dates, hours spent and work performed by the Seller
and its contractors or assignees under the Contract. The Seller agrees to cooperate fully in any audit
conducted by or on behalf of the County, including, by way of example only, making records and
employees available as, where, and to the extent requested by the County and by assisting the
auditors in reconciling any audit variances. Seller shall not be compensated for providing any such
cooperation and assistance.
COMPLIANCE WITH LAWS
The Contractor hereby represents and warrants that:
A. It is qualified to do business in the State of Texas and that it will take such action as, from time to time
hereafter, may be necessary to remain so qualified;
B. It is not in arrears with respect to the payment of any monies due and owing the State of Texas or Brazos
County or any department or unit thereof, including but not limited to the payment of taxes and employee
benefits, and that it shall not become so in arrears during the term of this Contract;
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C. It shall comply with all federal, State and local laws, regulations, and ordinances applicable to its activities
and obligations under this Contract; and
D. It shall obtain, at its expense, all licenses, permits, insurance, and governmental approvals, if any,
necessary to the performance of its obligations under this Contract.
CUSTOMER RESPONSIBILITIES
• Customers of the service, as part of this SLA in which the services they will receive are detailed, also
have some responsibilities:
• Report problems in a timely manner, using the support email address or toll free number, including
clear description of the problem, sample data, and other problem documentation.
• Use GHG Support Reps for primary support, with requests only for more detailed or unusual support
going to your implementation representative
• Make judicious use of backup/recovery services and other support services as a way to help ensure
timely services remain available to all. Customer may copy and use the software for inactive backup
and disaster recovery purposes. Customer may also copy related documentation to the extent
necessary for use of the software under this agreement.
• Obtain customer training as a way to enhance effectiveness and to minimize questions or problems
that require support intervention.
CUSTOMER'S OTHER OBLIGATIONS
Access to Facilities and Employees. Customer shall provide to GHG access to the Customer's
facilities, equipment and employees, and shall otherwise cooperate with GHG, as reasonably necessary for
GHG to perform its installation, training, support and other obligations under this Agreement. Customer shall
devote all equipment, facilities, personnel and other resources reasonably necessary to (a) install the
Software, (b) be trained in the use of the Software and (c) begin using the Software in production on a timely
basis as contemplated by this Agreement.
REMOTE ACCESS. Customer shall permit GHG, at GHG's option, to remotely access the Software for the
purpose of providing maintenance and support services to Customer and otherwise implementing the
purposes of this Agreement. All remote access privileges must be first undertaken, however, with the
cooperation and approval of Customer's IT department and its personnel.
DATA SECURITY. If the Software or data maintained by the Software is accessible through the Internet or
other networked environments, Customer shall maintain, in connection with the Software, adequate technical
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and procedural access controls and system security requirements and devices, necessary for data privacy,
confidentiality, integrity, authorization, authentication and non-repudiation and virus detection and
eradication. To the extent that Customer's Affiliates or Customers have access to the Software through the
internet or other networked environments, Customer shall, if applicable, maintain agreements with such end-
users that adequately protect the confidentiality of GHG in the Software and documentation.
COST
For purchased licensed customers, maintenance and upgrades are included for one year with the initial
license agreement. The Agreement renews automatically after one year from the effective date of the parties'
contract unless the Agreement has been canceled. A renewal form will be sent to the main contact listed
under the parties agreement. If a response is not received within 33 days, the Agreement will be considered
canceled. Costs of renewal shall not exceed 10% of the preceding year's purchase price of each license.
Maintenance and upgrades include software maintenance, problem resolution, bug fixes, enhancements, and
new product releases.
SECTION C: IMPLEMENTATION PLAN
Implementation is a six-stage process and should take 5-6 weeks. The six stages include: Installation of
Software, Loading of Data, System Verification, Training of Personnel, Testing/Acceptance and System
Roll-out.
Time clock installation will occur during onsite software installation.
GHG will provide onsite system engineers to either perform all tasks related to installation or work with
Brazos County IT personnel to perform a co-installation.
• Software Installation - usually takes two days. GHG personnel will install software on Brazos
County designated computer platform.
• Loading of Data - usually takes two days. All employee data can be loaded on the back end of the
database through this process. This will require Brazos County personnel to export data from the
accounting/financial software to load into eTSMS.
• System Verification - usually takes 1 week. GHG will work with Brazos County personnel to
ensure the system is installed and communicating properly.
• Training of Personnel - GHG will schedule 1 week to complete. GHG support personnel will train
Brazos County administrative personnel on all system functions. In addition, GHG will provide
training material for all users.
• Testing/Acceptance - usually takes 1 week. Brazos County personnel will utilize the system to
ensure data and system integrity. This will be done by a select group of Brazos County personnel.
• System Roll Out - usually takes 1 week. GHG personnel will support Brazos County personnel with
rolling out the system.
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Implementation is relatively straight forward, and due to minor required customization, Brazos County
should be operational in less than 6 weeks from receipt of order. Installation can begin immediately upon
receipt of order.
SECTION D: STANDARD PURCHASE TERMS AND CONDITIONS
GHG Agrees to the following Terms and Conditions as stated by Brazos County
0~ Aer,-( 1 0 2yal
Signature Date
Printed Name Title
Seller and Buyer agree as follows:
1. SELLER TO PACKAGE GOODS - Seller will package goods in accordance with good commercial
practice. Each shipping container shall be clearly and permanently marked as follows: (a) Seller's name
and address; (b) Consignee's name, address and purchase order or purchase release number and the
supply agreement number if applicable; (c) Container number and total number of containers, e.g. box 1
of 4 boxes; and (d) the number of the container bearing the packing slip. Seller shall bear cost of
packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation
costs and to conform to requirements of common carriers and any applicable specifications. Buyer's
count or weight shall be final and conclusive on shipments not accompanied by packing lists.
2. GHG warrants, promises, and represents that all components, systems and services that are provided as a
result of entering into this contract, whether specifically required by the contract or not, shall be Year
2000 compliant. "Year 2000 compliant" shall mean that all components, systems and services shall
operate accurately and in the manner intended as they relate to date related operations when given a valid
date containing century, year, month and day.
3. TITLE & RISK OF LOSS - The title and risk of loss of the goods shall not pass to Buyer until Buyer
actually accepts the goods at the point or points of delivery.
4. FOB POINT - Delivery of all products under this contract shall be made Free On Board to final
destination, at the address shown in this contract or as indicated on each Delivery Order placed against
this contract. The title and risk of loss of the goods shall not pass to Brazos County until receipt and
acceptance takes place at the F.O.B. point.
5. NO REPLACEMENT OF DEFECTIVE TENDER - Every tender or delivery of goods must fully
comply with all provisions of this contract as to time of delivery, quality and the like. If a tender is made
which does not fully conform, this shall constitute a breach and Seller shall not have the right to
substitute a conforming tender, provided, where the time for performance has not yet expired, the Seller
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may seasonably notify Buyer of his intention to cure and may then make a conforming tender within the
contract time but not afterward.
6. PLACE OF DELIVERY - The place of delivery shall be that set forth in the block of the purchase order
release entitled "Deliver To". Any change thereto shall be effected by modification as provided for in
Clause 20, "Modifications", hereof. The terms of this agreement are "no arrival, no sale".
7. INVOICES AND PAYMENTS
a. Seller shall submit separate invoices on each purchase order or purchase release after each
delivery. Invoices shall indicate the purchase order or purchase release number and the supply
agreement number, if applicable. Invoices shall be itemized and transportation charges, if any,
shall be listed separately. A copy of the bill of lading, and the freight waybill when applicable,
should be attached to the invoice. Mail to: Brazos County Auditor's Office, 200 S. Texas
Avenue, Suite 218, Bryan, TX 77803. Payment shall not be due until the above instruments are
submitted after delivery. Suppliers should keep the Auditor's Office advised of any changes in
your remittance addresses.
b. Buyer's obligation is payable only and solely from funds available for the purpose of this
purchase. Lack of funds shall render this contract null and void to the extent funds are not
available and any delivered but unpaid for Buyer will return goods to Seller.
c. Do not include Federal Excise, State, County, or City Sales Tax. The County shall furnish tax
exemption certificate upon request.
8. GRATUITIES - The Buyer may, by written notice to the Seller, cancel this contract without liability to
Seller if it is determined by Buyer that gratuities, in the form of entertainment, gifts, or otherwise, were
offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of
Brazos County with a view toward securing a contract or securing favorable treatment with respect to the
awarding or amending, or the making of any determinations with respect to the performing of such a
contract. In the event Buyer cancels this contract pursuant to this provision, Buyer shall be entitled, in
addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by
Seller in providing such gratuities.
9. SPECIAL TOOLS & TEST EQUIPMENT - If the price stated on the face hereof includes the cost of any
special tooling or special test equipment fabricated or required by Seller for the purpose of filling this
order, such special tooling equipment and any process sheets related thereto shall become the property of
the Buyer and to the extent feasible shall be identified by the Seller as such.
10. WARRANTY PRICE
a. The price to be paid by the Buyer shall be that contained in Seller's proposal which Seller
warrants to be no higher than Seller's current prices on orders by others for products of the kind
and specification covered by this agreement for similar quantities under similar or like
conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the
items shall be reduced to the Seller's current prices on orders by others, or in the alternative.
Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense.
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Mnoyative SoMtiwrs lhrougfr Fnpineering aNIT
b. The Seller warrants that no person or selling agency has been employed or retained to solicit or
secure this contract upon an agreement or understanding for commission, percentage, brokerage,
or contingent fee excepting bona fide employees of bona fide established commercial or selling
agencies maintained by the Seller for the purpose of securing business. For breach or violation of
this warranty the Buyer shall have the right in addition to any other right or rights to cancel this
contract without liability and to deduct from the contract price, or otherwise recover the full
amount of such commission, percentage, brokerage or contingent fee.
11. PRODUCT WARRANTIES - Seller shall not limit or exclude any implied warranties and any attempt to
do so shall render this contract voidable at the option of the Buyer. Seller warrants that the goods
furnished will conform to the specifications, drawings, and descriptions listed in the proposal invitation,
and to the sample(s) furnished by Seller, if any. In the event of a conflict between the specifications,
drawings, and descriptions, the specifications shall govern.
12. SAFETY WARRANTY - Seller warrants that the product sold to Buyer shall conform to the standards
promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act of 1970. In
the event the product does not conform to OSHA standards, Buyer may return the product for correction
or replacement at the Seller's expense. In the event the Seller fails to make the appropriate correction
within a reasonable time, correction made by Buyer will be at Seller's expense.
13. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS - Seller warrants that all applicable
patents and Copyrights, which may exist on items proposed upon, have been adhered to and further
warrants that Brazos County shall not be liable for any infringement of those rights. Seller agrees to
defend Brazos County in any legal cause of action resulting from any violations to existing patents,
licenses, or copyrights applicable to items sold hereunder.
14. RIGHT OF INSPECTION - Buyer shall have the right to inspect the goods at delivery before accepting
them.
15. CANCELLATION - Buyer shall have the right to cancel for default all or any part of an undelivered
portion of this order if Seller breaches any of the terms hereof including warranties of Seller or if Seller
becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in
lieu of any other remedies, which Buyer may have in law or equity.
16. TERMINATION - The performance of work under this order may be terminated in whole or in part by
the Buyer in accordance with this provision. Termination of work hereunder shall be effected by the
delivery to the Seller of a "Notice of Termination" specifying the extent to which performance of work
under the order is terminated and the date upon which such termination becomes effective. Such right of
termination is in addition to and not in lieu of rights of Buyer set forth in Clause 15, herein.
17. FORCE MAJEURE - If, by reason of Force Majeure, either parry hereto shall be rendered unable wholly
or in part to carry out its obligations under this Agreement then such party shall give notice and full
particulars of such Force Majeure in writing to the other party within a reasonable time after occurrence
of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is
affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed,
except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or
overcome such inability with all reasonable dispatch.
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/nnova5ve $D/UUaIIS Urrougfr Fsgineering aiM fI
The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial
disturbances, act of public enemies, orders of any kind of government of the United States or the State of
Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquake,
fires, hurricanes, storms, floods, washouts, droughts, arrests, restraint of government and people, civil
disturbances, explosions, breakage or accidents to machinery, pipelines or canals or other causes not
reasonably within the control of the party claiming such inability. It is understood and agreed that the
settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty,
and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch
shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party
or parties when such settlement is unfavorable in the judgment of the party having the difficulty.
18. ASSIGNMENT DELEGATION - No right or interest in this contract shall be assigned or delegation of
any obligation made by Seller without the written permission of the Buyer. Any attempted assignment or
delegation by Seller shall be wholly void and totally ineffective for all purposes unless made in
conformity with this paragraph.
19. WAIVERS - No claim or right arising out of a breach of this contract can be discharged in whole or in
part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by
consideration and is in writing signed by the aggrieved party.
20. MODIFICATIONS - This contract can be modified or rescinded only by a writing signed by both of the
parties or their duly authorized agents.
21. INTERPRETATION PAROL EVIDENCE - This writing is intended by the parties as a final expression
of their agreement and is intended also as a complete and exclusive statement of the terms of their
agreement. No course of prior dealings between the parties and no usage of the trade shall be relevant to
supplement or explain any term used in this agreement. Acceptance or acquiescence in a course of
performance rendered under this agreement shall not be relevant to determine the meaning of this
agreement even though the accepting or acquiescing party has knowledge of the performance and
opportunity for objection. Whenever a term defined by the Uniform Commercial Code is used in this
agreement, the definition contained in the Code is to control.
22. APPLICABLE LAW - the Uniform Commercial Code shall govern this agreement. Wherever the term
"Uniform Commercial Code" is used, it shall be construed as meaning the Uniform Commercial Code as
adopted in the State of Texas as effective and in force on the date of this agreement.
23. ADVERTISING - Seller shall not advertise or publish, without Buyer's prior consent, the fact that Buyer
has entered into this contract, except to the extent necessary to comply with proper requests for
information from an authorized representative of the federal, state, or local government.
24. RIGHT TO ASSURANCE - Whenever one party to this contract in good faith has reason to question the
other party's intent to perform, he may demand that the other party give written assurance of his intent to
perform. In the event a demand is made and no assurance is given within five (5) days, the demanding
party may treat this failure as an anticipatory repudiation of the contract.
25. VENUE - Both parties agree that venue for any litigation arising from this contract shall be in Bryan,
Brazos County, Texas.
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26. NOTICES. Notices by either party shall be provided by either telefacsimile transmission or by United
States Mail postage prepaid. No electronic communications shall be considered effective as notice.
27. SUCCESSORS AND ASSIGNS. The Contract and the respective rights and obligations of the
parties hereto shall inure to the benefit and be binding upon the successors and assigns of the
parties hereto, as well as the parties themselves. The Seller and Customer respectively bind
themselves, their partners, successors, assigns, and legal representatives to the other party hereto
and to partners, successors, assigns, and legal representatives of such other party with respect to
covenants, agreements, and obligations contained in the Contract Documents. The Seller may
not assign its rights and duties under this Contract without the prior written consent of the
Customer and formal approval of the Brazos County Commissioners Court, even if such
assignment is due to a change in ownership or affiliation. Any assignment attempted without
such prior consent and approval shall be null and void and the Seller shall nevertheless remain
legally responsible for all obligations under the Contract. Such consent and approval shall not
relieve the Seller of liability in the event of a default by its assignee.
28. FISCAL FUNDING CLAUSE. Notwithstanding any provisions contained herein, the
obligations of the Customer under this Contract are expressly contingent upon the availability of
funding for each item and obligation contained herein for the term of the Contract and any
extensions thereto. The Seller or any other person or entity directly or indirectly employed by
the Seller or performing Work or supplying materials or equipment on the Seller's behalf, or
any other person or entity to whom the Seller may be liable to, shall have no right of action
against the Customer in the event the Customer is unable to fulfill its obligations under this
Contract as a result of lack of sufficient funding for any item or obligation from any source
utilized to fund this Contract or failure to budget or authorize funding for this Contract during
the current or future fiscal years. In the event that the Customer is unable to fulfill its
obligations under this Contract as a result of lack of sufficient funding, or if funds become
unavailable, the Customer may, in its sole discretion, provide funds from a separate source or
may, in its sole discretion, terminate this Contract by written notice to the Seller at the earliest
possible time under the circumstances.
29. SEVERABILITY. If any provision of this Contract is construed or held to be illegal, invalid,
void, voidable, or unenforceable, this will not affect the legality, validity, or enforceability of
any of the other provisions in this Contract. The illegal, invalid, or unenforceable provision will
be deemed stricken and deleted, but all other provisions shall continue in full force and effect as
if the illegal, invalid, or unenforceable provisions had never been incorporated.
30. AMENDMENTS AND CHANGES IN THE LAW. No modification, amendment, innovation, renewal,
or other alteration of the Contract Documents shall be effective unless mutually agreed upon in
writing and executed by the parties hereto. Any alteration, addition, or deletion to the terms of
the Contract Documents that are required by changes in federal or state law are automatically
incorporated herein without written amendment to this Contract and shall be effective on the
date designated by said law.
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31. COUNTERPARTS, NUMBER/GENDER AND HEADINGS. This Contract may be executed
in multiple counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument. Words of any gender used in this Contract shall be held
and construed to include any other gender. Any words in the singular shall include the plural
and vice versa, unless the context clearly requires otherwise. Headings herein are for the
convenience of reference only and shall not be considered in any interpretation of this Contract.
32. INDEPENDENT CONTRACTOR. Seller, including its employees, agents, licensees, or any
other person or entity directly or indirectly performing Work under the Contract or supplying
materials or equipment under the Contract on the Seller's behalf, is an independent contractor
and not an agent, servant, joint enterprise, or employee of the Customer, and is responsible for
its own acts, omissions, forbearance, negligence, and deeds, and for those of its agents or
employees in conjunction with the performance of services covered under this Contract, and
shall be specifically responsible for sufficient supervision and inspection to ensure compliance
in every respect with the requirements of the Contract Documents. There shall be no
contractual relationship between any assignee, subcontractor, agent, employee, or supplier of the
Seller and the Customer by virtue of this Contract. This provision of this Contract shall not be
for the benefit of any other party other than the Customer and the Seller.
IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THEIR DULY AUTHORIZED
REPRESENTATIVES TO EXECUTE THIS AGREEMENT AS OF THE LAST OR CONCURRENT
DATE(S) SET FORTH BELOW.
G Corporation Brazo unty aD-
Authorized Representative Brazos my Judge
p~~( I , zo~~ ~~D7~
Date Date
Attest:
Kar McQueen, Br Court Clerk
A-Y l
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!AD 6
AMENDMENT TO PROVISIONS OF CONTRACT BETWEEN BRAZOS COUNTY
AND ROSSER ARCHITECT DATED JUNE 20, 2007 AND JULY 13, 2007
Brazos County ("County") and Rosser International, Inc. ("Rosser") desire to and do by this
Agreement clarify and amend certain provisions in two contract(s) between them dated June 20,
2007 and July 13, 2007. The parties agree as follows:
The June 20, 2007 contract ("first contract" attached hereto as Exhibit "A") set forth as a lump
sum fee for basic service the amount of $555,750.00. The parties agreed in the first contract that,
out of the fee of $555,750.00, the sum of $40,000.00 was designated as payment for the cost of
Civil Fees. Rosser intended for a ten percent surcharge fee ($4,000.00) to also have been added
to the $40,000.00 Civil Fees. However, the language of the parties' first contract did not provide
for the ten percent surcharge fee and Brazos County paid the $40,000.00 Civil Fee.
The July 13, 2007 contract ("second contract" attached hereto as Exhibit "B") also failed to set
forth one or more provisions intended by the parties. The second contract also provides for a
Civil Fee of $40,000.00 and does not include the ten percent surcharge fee desired by Rosser.
The parties agree that Brazos County should pay to Rosser the additional sum of $8,000.00 (of
which one-half constitutes the ten percent surcharge fee assessed in the $40,000.00 first contract
and carried forward), which constitutes the ten percent surcharges placed on the Civil Fees in the
first and second contracts.
In addition to the correction of the ten percent surcharge fee, the parties observed that Exhibit C
of the second contract contains a typographical error. As stated in Exhibit C, under Phase II of
the parties' contract, the basic services fee for Phase II was computed as 8.5% x 6.9% times the
cost of work plus $80,000 for Civil Engineering Services described in Exhibit E. The 8.5%
should have been listed as 85%. The parties hereby agree to the correction of 8.5 to the figure of
85% on Exhibit C of the second contract.
Signed on the date(s) listed below.
i
Randy Sims Authorized Representative
Brazos C ty Judge Rosser International, Inc.
Date: Date:
I~ Sn
17/3
APPLICATION FOR CREATION
OF A LOCAL GOVERNMENT CORPORATION
To the Honorable Commissioners Court of Brazos County, Texas:
To the Honorable City Council of the City of Bryan, Texas:
I, the undersigned, being a local resident of Brazos County/the City of Bryan over the age
of 18 and a citizen of the State of Texas, hereby apply for the creation of a local
government corporation to be created under the authority of Subchapter D, Chapter 431,
of the Texas Transportation Code. The proposed corporation should be organized for the
purpose of aiding, assisting and acting on behalf of the City of Bryan, Texas, and Brazos
County, Texas, in the performance of their governmental functions to promote the
common good and general welfare of their citizens, including without limitation, to cause
or arrange for the assembly of land and financing same, and the design, development,
construction, implementation, financing and operation of Public Facilities, Public
Buildings, and Infrastructure; (the "Projects"), and any related matters thereto, located
within the geographical boundaries of the City or its extraterritorial jurisdiction and to
own, lease, sell, convey and otherwise deal with these Projects. In so acting on behalf of
the City and County, the Corporation will assist the City and County in the performance
of their governmental fumctions to promote, develop, encourage and maintain
employment, commerce, and economic development in the City, County and in the State.
Dated: April _7_, 2009.
[printed n e]
i ol(' ~c~stins Est Q^
[address]
lZ
lab
APPLICATION FOR CREATION
OF A LOCAL GOVERNMENT CORPORATION
To the Honorable Commissioners Court of Brazos County, Texas:
To the Honorable City Council of the City of Bryan, Texas:
I, the undersigned, being a local resident of Brazos County/the City of Bryan over the age
of 18 and a citizen of the State of Texas, hereby apply for the creation of a local
government corporation to be created under the authority of Subchapter D, Chapter 431,
of the Texas Transportation Code. The proposed corporation should be organized for the
purpose of aiding, assisting and acting on behalf of the City of Bryan, Texas, and Brazos
County, Texas, in the performance of their governmental functions to promote the
common good and general welfare of their citizens, including without limitation, to cause
or arrange for the assembly of land and financing same, and the design, development,
construction, implementation, financing and operation of Public Facilities, Public
Buildings, and Infrastructure; (the "Projects"), and any related matters thereto, located
within the geographical boundaries of the City or its extraterritorial jurisdiction and to
own, lease, sell, convey and otherwise deal with these Projects. In so acting on behalf of
the City and County, the Corporation will assist the City and County in the performance
of their governmental functions to promote, develop, encourage and maintain
employment, commerce, and economic development in the City, County and in the State.
Dated: April 2009.
AJ wtze&a J"
MILarKs
[printed name]
W716"' darfcr C.rre~lz . ~ l
[address]
1 c 54
f
APPLICATION FOR CREATION
OF A LOCAL GOVERNMENT CORPORATION
To the Honorable Commissioners Court of Brazos County, Texas:
To the Honorable City Council of the City of Bryan, Texas:
I, the undersigned, being a local resident of Brazos County/the City of Bryan over the age
of 18 and a citizen of the State of Texas, hereby apply for the creation of a local
government corporation to be created under the authority of Subchapter D, Chapter 431,
of the Texas Transportation Code. The proposed corporation should be organized for the
purpose of aiding, assisting and acting on behalf of the City of Bryan, Texas, and Brazos
County, Texas, in the performance of their governmental functions to promote the
common good and general welfare of their citizens, including without limitation, to cause
or arrange for the assembly of land and financing same, and the design, development,
construction, implementation, financing and operation of Public Facilities, Public
Buildings, and Infrastructure; (the "Projects"), and any related matters thereto, located
within the geographical boundaries of the City or its extraterritorial jurisdiction and to
own, lease, sell, convey and otherwise deal with these Projects. In so acting on behalf of
the City and County, the Corporation will assist the City and County in the performance
of their governmental functions to promote, develop, encourage and maintain
employment, commerce, and economic development in the City, County and in the State.
Dated: A, 2009.
Lun n A ilcn
[printed name]
0 "1 low
[address]
00_
ARTICLES OF INCORPORATION OF CITY OF BRYAN AND 1SRAZOS COUNTY ECONOMIC DEVELOPMENT
FOUNDATION, INC.
We, the undersigned three natural persons, each of whom is at least eighteen (18) years of
age cr more, and a resident and qualified voter of the City c f Bryan (the "City") and Brazos (--ounty. Texas (the "County") and a citizen of the State of Texas (the "State"),
acting as incorporators o£ a local government corporation under the provisions of Subchapter D of Chapter 431, Texas Transportation Code, as amended (the and to
the extent required by Chapter 394, Texas Local Governirzent Code, as amended (the "Local Government Code" do hereby adopt the following Articles of Incorporation for
such corporation (the "Articles of Incorporation"
ARTICLE I The name of the corporation is CITY OF BRYAN AND BR.AZOS COUNTY
ECONOMIC DEVELOPMENT FOUNDATION, INC. A LOCAL GOVERNMENT CORPORATION the "Corporation").
ARTICLE II
The Corporation is a public, non-profit corporation.
ARTICLE III
The period o£ duration of the Corporation shall be perpetual.
ARTICLE IV
The Corporation is organized for the sole purpose of aiding, assisting. and acting on
behalf c f the City and County in the performance of their governmental functions to promote the common good and general welfare o£ their citizens, including without limitation, to cause or arrange for the assembly of land and financing same, and the
design, development, construction, implementation, finaracitrg and operation o£ Public Facilities, Public Buildings, and Infrastructure; (the "Projects"), and any related matters
thereto, located within the geographical boundaries of the City or its extraterritorial jurisdiction and to own, lease, sell, convey and otherwise deal with these Projects. In so
acting on behalf of the City and County, the Corporation will assist the City and County in the performance o£ its govcrnmeratal functions to promote, develop, encourage and
maintain employment, cc> a aerce, and economic development in the City, County and in the State.
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The Corporation is formed pursuant to the provisions of the Act as it now or may
hereafter be amended, and the Local Government Code, which authorizes the
Corporation to assist and act on behalf of the City and County and to engage in activities
in the furtherance of the purpose for its creation.
To the extent necessary to carry out its purpose(s), under the Act, the Corporation shall
have and exercise all of the rights, powers, privileges, authority, and :ftmctions given by
the general laws of the State to non-profit corporations incorporated under the Act
including, without limitation, the Texas Non-Profit Corporation Act, as amended Article
1396, Vernon's Texas Civil Statutes or its successor. The Corporation shall have the
power to acquire land in accordance with the Act. The Corporation shall have all other
powers of a like or different nature not prohibited by law which are available to nonprofit
corporations in the State and which are necessary or useful to enable the Corporation to
perform the purposes for which it is created. The Corporation is created as a local
government corporation pursuant to the Act and shall be a governmental unit within the
meaning of Section 101.001, as amended, Texas Civil Practice and Remedies Code. The
operations of the Corporation are governmental and not proprietary functions for
purposes of the Texas Tort Claims Act Chapter 101, as amended, Texas Civil Practice
and Remedies Code. The Corporation shall not exercise the powers of sovereignty of the
City or County, including the power to tax, eminent domain power, or police power.
ARTICLE V
The Corporation shall have no members and shall have no stock.
ARTICLE VI
The street address of the initial registered office of the corporation is 200 South Texas
Avenue, Bryan, Texas 77803, and the name of its initial registered agent at such address
is Randy Sims.
ARTICLE VII
The affairs of the corporation shall be managed by a Board of Directors which shall
initially be the County Judge of Brazos County and the Mayor of the City of Bryan.. No
later than 30 days after the filing of the Articles of Incorporation of the Corporation, the
Board of Directors shall be expanded to be composed of nine (9) persons including the
County Judge of Brazos County and three other persons appointed by the Commissioners
Court of Brazos County, the Mayor of the City of Bryan and three other persons
appointed by the City Council of the City of Bryan, and one individual appointed by the
Board of Directors of Twin Cities Endowment, Inc.. However, the director appointed by
the Board of Directors of Twin Cities Endowment, Inc., shall have no voting rights
except in the case of a deadlock in votes by the other directors. Further, the authorities
granted herein are condition on the provision that the City Council of the City of Bryan,
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or Commissioners Court of Brazos County, Texas may, in their discretion and at any
time, alter the structure, organization, programs, or activities of the corporation, subject
only to any limitation provided by the constitution and laws of the State of Texas and of
the United Stales relating to the impairment of contracts entered into by the corporation.
Directors shall be residents of the City of Bryan or Brazos County, Texas, and four shall
be appointed by the City Council of the City of Bryan, and four by the County of Brazos,
Texas, and one by Twin Cities Endowment, Inc. for a term of no more than two years.
Until additional directors are appointed as set out above, the original number of directors
shall be 2. The names and addresses of the persons who shall serve as initial directors of
the corporation are as follows:
Randy Sims
200 S. Texas Avenue, Ste. 332
Bryan, Texas 77803
D. Mark Conlee
300 S. Texas Avenue
Bryan, Texas 77803
The terms of directors shall be as set out in this paragraph. The County Judge of Brazos
County and the Mayor of Bryan terms shall be fixed by and run coterminous with their
respective terms of office, and such positions shall thereafter be held by their successors
for like terms The term for the director appointed by Twin Cities Endowment, Inc., shall
be for two years. For the remaining six directors to be appointed as provided above by
the County and City, the first person appointed to each position shall draw from slips of
paper numbered 4 through 9 to denote their director position, and those with odd numbers
shall serve a term of one year, and the successor for each such position shall serve terms
of two years; and even numbered positions shall serve for terms of two years.
Each director shall hold office for the term for which he is appointed and until his
successor shall have been appointed and qualified unless sooner removed. Directors shall
serve as such without compensation except that they may be reimbursed for their actual
expenses incurred in the performance of their duties.
ARTICLE VIII
The initial bylaws of the corporation shall be adopted by its board of directors, and the
power to alter, amend, or repeat the bylaws or adopt new bylaws shall be vested in the
board of directors; provided that the initial bylaws and all amendments thereto,
substitutes therefore, and repeals thereof shall be subject to the approval of the City
Council of the City of Bryan and the Commissioners Court of the County of Brazos.
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ARTICLE IX
Whenever all bonds and obligations of the corporation have been paid and discharged or
adequate provision has been made therefore and the City Council of the City of Bryan
and the Commissioners Court of the County of Brazos, Texas, shall have by written
resolution authorized and directed the dissolution of the corporation, the corporation shall
be dissolved as provided in the Act, Whenever dissolution occurs, the title to all funds
and properties then owned by the Corporation shall not be transferred to private
ownership, but shall automatically vest in equal pro rata distribution in the City Council
of the City of Bryan and the Commissioners Court of Brazos County, Texas without any
further conveyance, transfer, or act of any kind whatsoever.
ARTICLE X
The name and street address of each incorporator is as follows:
Randy Sims
200 S. Texas Avenue, Ste. 332
Bryan, Texas 77803
D. Mark Conlee
300 S. Texas Avenue
Bryan, Texas 77803
Mike Holmgren
1500 Research Pkwy, Ste. 270
College Station, Texas 77845.
ARTICLE XI
The Corporation is a constituted authority and a public instrumentality within the
meanings of the regulations of the United States Treasury Department and the rulings of
the Internal Revenue Service prescribed and promulgated pursuant to Section 103 of the
Internal Revenue Code of 1986, as amended (the "Code") and the Corporation is
authorized to act on behalf of the City of Bryan and Commissioners Court of the County
of Brazos as provided in these Articles of Incorporation. However, the Corporation is not
a political subdivision of the State within the meaning of its State constitution and laws,
including, without limitation, Article III, Section 52 of the State Constitution, and no
agreements, bonds, debts, or obligations of the Corporation are or shall ever be deemed to
be the agreements, bonds, debts, or obligations, or the lending of credit, or a grant of
public money or thing of value, of or by the City, except as provided by State law, or any
other political corporation, subdivision, or agency of the State, or a pledge of the faith
and credit of any of them.
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ARTICLE XII
A resolution approving the form of these Articles of Incorporation has been duly adopted
by the City Council of the City of Bryan on April 7, 2009, and Commissioners Court of
the County of Brazos, on April 7, 2009.
ARTICLE XIII
The Corporation may indemnify and advance expenses to a governing person, former
governing person or delegate, or any other qualified person, in accordance with and to the
fullest extent allowed by Subchapter C of the Texas Business Organizations Code.
ARTICLE XIX
No dividends shall ever be paid by the Corporation and no part of its net earnings
(beyond that necessary for retirement of the indebtedness of the Corporation or to
implement the public purpose of the City of Bryan and the County of Brazos for which
the Corporation has been created) shall be distributed to or inure to the benefit of its
directors or officers or any private person, firm, corporation, or association except in
reasonable amounts for services rendered. No part of the Corporation's activities shall be
carrying on propaganda, or otherwise attempting to influence legislation, and it shall not
participate in, or intervene in (including the publishing or distributing of statements), any
political campaign on behalf of or in opposition to any candidate for public office.
IN WITNESS WHEREOF, we have hereunto set our hands this _ day of
2009.
Randy Si 311, Brazo County Judge
Mark Conlee, Mayor City of Bryan
ATTEST
01ty Saga ary
I& -
Vol. pg._
THE STATE OF TEXAS §
COUNTY OF BRAZOS §
I, the undersigned) a Notary Public of the State of Texas, do hereby certify that on this
day of, 2009, personally appeared before me, Randy Sims who, being by
me first duly sworn, severally declared that he is one of the persons who signed the
foregoing document as incorporators and that the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above
written.
~ti{{{I{llllltllry/~
LQCk~~ii~~V,
~Uh4c 'G~* N- 4
otary Public STATE OF TEXAS
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THE STATE OF TEXAS §
COUNTY OF BRAZOS §
1, the un ersi ned) a Notary Public of the State of Texas, do hereby certify that on this
day of r 1 , 2009, personally appeared before me, Mark Conlee who, being by
me first duly sworn, severally declared that he is one of the persons who signed the
foregoing document as incorporators and that the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above
written.
C11Wft A. p01M!iRAN
Notary pint. taupe of Tome otary Public STAT OF TEXAS
utyCanmlaioi+E~puee
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Vol.