HomeMy WebLinkAbout1994-08-29-0900AM-Special0
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AGENDA
BRAZOS COUNTY COMMISSIONERS' COURT MEETING
THE COMMISSIONERS' COURT WIM MEET IN SPECIAL SESSION ON MONDAY,
AUGUST 29. 1994 AT 9:00'A.M. IN THE COMMISSIONERS' COURTROOM OF THE
BRAZOS COUNTY COURTHOUSE, 300 EAST 26TH STREET. SUITS 116, BRYAN,
TEXAS.
1. Invocation.
2. Pledge of Allegiance.
3. Consider and take action on budget amendments.
4. Consider and take action on Contract with Montgomery County for Detention
Services.
5. Consider and take action on authorizing the purchase of conference tables and
stack chairs for the Brazos Center.
6. Consider and take action on outside auditor Contract with Ingram, Wallis &
Company.
7. Consider and take action on the purchase of financial and human resource
software from Pentamation.
8. Consider and take action on the purchase of 5.4 acres of land on Silver Hill
Road & Highway 21 West.
9. Consider and take action on personnel change of status.
10. Consider and take action on payment of claims.
11. Adjourn.
The building is wheelchair accessible. Handicap parking spaces are available. Any
request for sign interpretive services must be made 48 hours before the meeting.
To make arrangements call (409) 361-4102.
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COMMISSIONERS' COURT
SPECIAL MEETING
AUGUST 29, 1994
A special meeting of the Commissioners' Court of Brazos
County, Texas was held in the Commissioners' Courtroom in the
Courthouse in Bryan, Brazos County, Texas, beginning at 9:00
a.m. on Monday, August 29, 1994, with the following members of
the Court present:
R. J. Holmgreen, County Judge, Presiding:
Gary Norton, Commissioner of Precinct 1;
Walter Wilcox, Commissioner of Precinct 2=
Randy Sims, Commissioner of Precinct 3;
Milton Turner, Commissioner of Precinct 4s
Mary Ann Ward, County Clerk.
The following citizens and officials were in attendance:
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Ruth McLeod
Carol Palmer
Bea Green
John Reynolds
Sandie Walker
Richard Vance
Linda Muegge
Bobby Riggs
Rita Watkins
Johnny Burkhalter
M.J. Deen
Janet McNutt
Sean Frerking
Al Jones
W.S. Thornton
Mark O'Brien
Phyllis Fahlquist
Executive Assistant
Admin. Asst. to County Judge
Secretary to Commissioners
Auditor
Treasurer
County Engineer
Road & Bridge
Sheriff
Sheriff's Office
Jail Administrator
Data Processing
Juvenile Services
Bryan/College Station Eagle
Brazos County Resident
Thornton, Paine, Watson & Kling
Lewis De Rozerio & Co.
LWV
Commissioner Sims gave the invocation and led the pledge
of allegiance.
The Court first considered Budget Amendment 193/94-28,
which would transfer funds budgeted for the Non Departmental
Department to the offices of the Auditor and Constable
Precinct 7. on motion by Commissioner Sims, seconded by
Commissioner Norton, the Court voted unanimously to approve
the budget amendment as submitted, a copy of which is attached
hereto.
On motion by commissioner Sims, seconded by Commissioner
Norton, the Court voted unanimously to approve a contract with
Montgomery County for the boarding of Brazos County juvenile
offenders. A rate increase to $109.00 per juvenile per day
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Commissioners Court meeting August 29, 1994
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goes into effect September 1, 1994. The contract is of
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indeterminate term. It is a standard detention contract with
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Brazos County remaining responsible for all medical costs for
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the juveniles. On motion by Commissioner Sims, seconded by
Commissioner Norton, the Court voted unanimously to approve
the contract with Montgomery County for the boarding of
juvenile offenders. A copy is attached hereto.
The Court next considered authorizing the purchase of
conference tables and stack chairs for the Brazos Center and
Arena Hall. On motion by Commissioner Norton, seconded by
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Commissioner Turner, the Court voted unanimously to grant two
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(2) Bid Exceptions. Bid Exception 194-016 is for the purchase
of 16 - 8' plastic top Bryan Tables and 2 - 61x18" conference
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tables to replace the plywood tables in the Arena Hall. Bid
Exception 194-017 is for the purchase of 125 Astro stack
chairs for the Arena Hall. Tables and chairs will match those
at the Brazos Center chairs thus allowing interchanging if
needed.
The next matter before the Court was approval of a
Contractual Agreement between Brazos County and Ingram, Wallis
for external audit services for the 1993-1994 year and for the
three subsequent years. The agreed price for everything is
approximately $55,000 per year unless there are extenuating
circumstances. On motion by Commissioner Sims, seconded by
Commissioner Norton, the Court voted unanimously to enter into
contractual agreement with Ingram, Wallis Company for external
audit services. A copy of the contractual agreement is
attached hereto.
On motion by Commissioner Norton, seconded by Commis-
sioner Wilcox, the Court voted unanimously to purchase
financial and human resource software from Pentamation. The
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County Judge noted that the contract had not been reviewed by
an attorney but that the County Auditor had - negotiated a
payment schedule, maintenance charge and the purchase of a•
software license. Cost of the software is $146,360.00.
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Commissioners Court meeting August 29, 1994
on motion by Commissioner Turner, seconded by Commis-
sioner Sims, the Court voted unanimously to purchase 5.40
acres of land on Silver Hill Road for the use as a Citizen's
Collection Station and possible park. The owner agreed to
sell the property for it's appraised value on the tax rolls of
$14,190. The land is the site of the SPJST Lodge that burned
in April of this year.
The Court proceeded to consider the change of status of
the following employees.
NAME DEPARTMENT REASON
Headley, Craig Juvenile Serv. New Emp P/T
Huddleston, S. Jr. Road & Bridge Resignation
LeRow, Stefan Road & Bridge Resignation
Sweeney, Ruth Treasurer New Emp P/T
On motion by Commissioner Turner, seconded by Commissioner
Sims, the Court voted unanimously to approve the changes as
submitted.
The Court next considered the following Claims as
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submitted by the County Treasurer for payment:
10--GeneralFund-------------- Claims-19063--thru-19316--
20--Road & Bridge-------------Claims-19463--thru-19558--
22--Road & Bridge II---------- Claims-19317--thru-19329--
30--Capital Projects & Improvements:
Proposition-I------- Claims-19330--thru-19332--
31--State Lateral Road Claims-19333--thru--------
54--Health Department Claims-19338--thru-19367--
56--Pct. 7 Training Fund Claims-19368--thru--------
61--Health & Life Ins--------- Claims-19369--thru--------
90--Brazos County Grants Claims-19370--thru-19459--
91--MPO----------------------- Claims-19460--thru-19461--
97--Marc. Traf. Task Force Claims-19462--thru--------
On line checks - 23519
On motion by the County Judge, seconded by Commissioner
Sims, the Court voted unanimously to approve the Claims as
submitted.
There being no further business to come before the Court,
the meeting was adjourned.
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The foregoing minutes of the Commissioners Court Meeting held
have been /examined and approved in open Court
this the _ day of l~(6/ 4- 4-./ , 19da , in Bryan,
Brazos County, Texas.
Gary Nortgd/-
R.J. Holmgreen
County Judge Commissi%fn
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Walter Wilcox Rand -Si
Commissioner, Precinct 2 Commis oner, Precinct 3
Milton Turner Mary OUm War
Commissioner, Precinct 4 county Clerk
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BRAZOS COUNTY,
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BUDGET AMENDM ENT (S) FOR THE 1993-1994 BUDGET YEAR
NO. 93/94-28
On this the 29th day of August 1994 at a special meeting of the
Commissioners' Court,•the following members were present:
R. J. Holmgreen, County'Judge, Presiding
Gary Norton, Commissioner, Precinct i=
Walter Wilcox, Commissioner, Precinct 2s
Randy Sims, Commissioner, Precinct 3;
Milton Turner, Commissioner, Precinct 4=
Mary Ann Ward, County Clerk.
The following proceedings were held:
' THAT WHEREAS, on August 29 1 1994, the Court heard and approved
a budget amendment for the 1993-1994 budget year for Brazos County,
. Texas.
WHEREAS, an expenditure is necessary.due to the necessity to
meet unusual and unforeseen conditions which could not be
-reasonably included in the original budget adopted September 13,
1993, the following amendment(s) to the original are hereby
authorized, as described on the attached 1 page(s).
ADOPTED AND APPROVED this the 29th day of August 1994
THE COMMISSIONERS' COURT OF BRAZOS COUNTY, TEXAS.
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• By R. J. Holmgreen, County Judge
Original: County Clerk's office and attached to the original ~budget
Copies: County Auditor
County Treasurer
Commissioners' Court Minutes
Budget Amendment File
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Budget Amendment No. 93M4.2g
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FUND DEPT ACCOUNT #
ACCOUNT NAME
INCREASE- (DECREASE)
REASON
General Auditor 10-24{124
UnempkwmmntInsurance
Trandw
10-24-CAIS
Maintenance Contracts
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from ND
10-24-212
Computer EqulP..mit
416
10-24-6215
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224
10.24-6210 Office Supplies 20D
10-24-6630 Travel, Meal & lodging 600
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Non Depart 10-14-5672 U"collectable T" (1
andl ,706) Trarrdar
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Constable 10.66-413 RepairMaintVehicle 1,000 Trander `
Pet 7 _ ~ •
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Commissioners Court
. meeting August
29,1994 .
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State of Texas
• County of Montgomery
• CONTRACT AND AGREEMENT FOR THE
DETENTION OF JUVENILE OFFENDERS
This Contract and Agreement made and entered in to by and
between the Juvenile Board of Montgomery County, acting by and
through its duly authorized representatives, The Honorable Mason
Martin, Chairman, and Melvin Brown, Jr., Executive Director of
Juvenile Services, Montgomery County by and through its
Commissioners' Court and the Juvenile Board of Brazos County
acting by and through its duly authorized representatives,
R.J. Holmareen Chairman, and E.A. Wentrcek, Jr. ,
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Chief Juvenile Probation Officer, Brazos County by
and through its Commissioners' Court, to be effective on the date.
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WITNESSETH
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WHEREAS, the Montgomery County Juvenile Board operates the
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Montgomery County Juvenile Service Center, also referred to as "The
' Facility". Whereas, the Brazos County Juvenile Board, in
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( order to carry out and conduct its juvenile program in accordance
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detention facilities to house and maintain children of juvenile
age, referred for an act of delinquent conduct or an act indicating
a need of supervision, during pre-trial and pre-dispositional
status, and
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WHEREAS, the Montgomery County Juvenile Board will make he
facilities available to Brazos County Juvenile Board
for such use and purpose, and Brazos County Juvenile
Hoard desires to contract for the use of said facility under the
following terms and conditions:
Now, therefore, the parties agree as follows:
(1) Montgomery County Juvenile Hoard will provide room and
r board; supervision on a twenty-four hours per day, seven days per
week basis; routine'medical examination and treatment within the
facility (but shall not pay for emergency examination, treatment,
or hospitalization outside the facility) and a program of
education, recreation and counseling to each child placed within
the facility.
(2) Brazos County Juvenile Hoard agrees to
pay Montgomery County Juvenile Department the sum of one hundred
nine dollars ($109.00) per day for each child placed within the
facility, or the actual cost of the care for children placed in the
facility, or the amount allowed in the current Criminal Justice
Division Maximum Rate Schedule, whichever amount is less. A child
placed in detention before midnight on any one day will be
considered under this contract as having been in custody the entire
day. for billing purposes. Montgomery County Juvenile Department
will periodically bill Brazos County for use of the
detention facility. Each billing shall contain both the name of
the child(ren) and the number of days for which payment is
requested. This sum shall be paid to the Montgomery County
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. Juvenile Department, 200 Academy Drive, Conroe, Texas 77301,
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within twenty (20) days of. receipt of billing.
• (3) If in the sole discretion of the Detention Administrator
.of the Montgomery County Juvenile Services Center, hereinafter the
Administrator, there is a need for emergency examination, treatment
and/or hospitalization for a child placed in the facility by
Brazos County Juvenile Board, the Administrator is
authorized to secure such examination, treatment or
hospitalization. The Administrator shall notify
Brazos County Juvenile Board of such emergency treatment
as soon as reasonably practical.
(4) Prior to transporting a child to the facility for
placement, the official authorizing placement shall call the
facility to insure that space is available. The detention needs of
Montgomery County shall take precedence over those of contract
jurisdictions and placement of children from contract jurisdictions
and placement of children from contract jurisdictions may be denied
if no available space in the sole discretion of the Administrator.
(5) Each child. placed into the facility by
Brazos County Juvenile Board shall be placed therein
under a proper order of the Juvenile Court, and the Administrator
will be furnished a copy of said order.
(6) Each child placed therein shall be required to follow the
rules and regulations of contract as fixed and determined by the
Administrator and his staff.
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(7) Montgomery County Juvenile Board has resolved to operate
the detention facility in compliance with the Juvenile Justice and
Delinquency Prevention Act, and therefore will not accept from
.contracting jurisdictions children whose detention would prevent
the facility from complying with the Juvenile Justice and
Delinquency Prevention Act. In no event will the Montgomery County
Juvenile Board be under any obligation to accept a child who is
deemed inappropriate for placement in the facility in the sole
discretion of the Administrator.
(8) If a child is accepted from Brazos County
and such child thereafter is found to be, in the sole judgement of
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the Administrator, mentally unfit, dangerous, or unmanageable, or
whose mental or physical health condition might endanger the other
occupants of the facility, then in the Administrator's sole
judgement, upon such determination and notification by the
Administrator to the Brazos County _ Juvenile Judge or
Probation Office, a Juvenile Probation Officer or Deputy Sheriff of
that jurisdiction shall immediately and forthwith remove or cause
to be removed such child from the detention facility.
(9) Montgomery County Juvenile Board agrees that the
facilities will accept any child qualified hereunder, without
regard to such child's religion, race, creed, color, sex or
national origin.
(10) Brazos County agrees to provide the
Montgomery County Juvenile Department the names of all persons
authorized by them to visit children placed in the facility.
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visitors must be jointly approved by the child's caseworker and the
Administrator.
(11) Brazos County Juvenile Probation
.Department shall assure that a representative of that department
visits each child placed in the facility a minimum of three times
per week. Tow of these three visits may be by telephone, but at
least one visit per week shall be in person at the Montgomery
County Juvenile Services Center.
(12) Brazos County shall assume financial
responsibility for damage to or loss of property at the facility
due to the action of a child placed in the facility by
Brazos County . Reimbursement for said damage or loss
shall be paid within thirty (30) days of notification by the
facility.
(13) It is understood and agreed by the parties hereto that
children placed in the facility under the proper order of the
Juvenile Court of Brazos County shall be maintained
therein except that the staff of either the contracting
jurisdiction or Montgomery County Juvenile Services Center may take
the children under supervision from the facility to participate in
Community activities.
(14) It is further understood and agreed by the parties hereto
. that children placed in the facility shall be removed therefrom by
Brazos County , its agents, servants or employees at
the expiration of the detention order under which the child is
being detained unless a new Order has been issued authorizing the
• continued detention, and a copy of such Order, duly certified by
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the Clerk of the Court, has been delivered to the detention
facility, or unless a waiver of 10 day hearing has been executed
and signed copy of the waiver delivered to the facility. A copy of
the Order issued pursuant to waiver shall be furnished promptly to
the facility.
(15) It :s further understood and agreed by the parties hereto
that should a child not be removed by Brazos County its
agents, servants or employees as required above in (14) by 12:00
noon of the 10th day of detention and a new order authorizing
continued detention has not been received at the detention
facility, an employee of the Montgomery County Juvenile Department f
will deliver the child to the Juvenile Court of •
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Brazos County for which there will be an additional;
charge of twenty-eight cents per mile plus two hundred dollars per
child per trip.
(16) It is further understood and agreed by the parties hereto
that children placed in the facility shall not be removed prior to
he expiration of the Court Order except by a Probation officer of
the contracting jurisdiction or as provided in paragraph (8) above,
without delivery of an Order for Release signed by the Judge of the
Juvenile Cour'. of Brazos County
(17) It is further understood and agreed hat nothing in this
Contract shall be construed to permit Brazos County
its agents, servants or employees in any way to manage, control,
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direct or instruct Montgomery County Juvenile Department or
Montgomery County Juvenile Board, its servants or employees in any
manner respecting any of their work, duties or functions pertaining
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to the maintenance and operation of the facilities.
(18) It is the agreement of the parties that in the event
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Brazos County is required to remove a child from the
facility under the terms of this contract, and fails to do so, the
Montgomery County Juvenile Board will return he child to its home
jurisdiction at a cost of twenty-eight cents per mile plus a fee of
two hundred dollars per child per trip payable by
Brazos county within ten days of receiving request for
payment.
II TERMINATION
The term of this contract shall be for a period of one year
from the effective date and it shall be renewed and deemed renewed
annually hereafter in the event neither party hereto gives the
-required notices however, the parties hereto understand and
appreciate that this contract involves a new program in the
Juvenile Justice System in Montgomery County, Texas, and after
mutual good faith effort' has been made toward the success and
performance of the contract, if either party hereto feels in its
judgement that the contract cannot be successfully continued, and
desires to terminate this contract, then the party so desiring to
terminate may do so by notifying the other party in writing, by
certified mail or personal delivery to its principle office, of its
intention to terminate the contract thirty (30) calendar days from
the date of Notice to Terminate is received by the other party. At,
12:00 o'clock midnight thirty (30) calendar days after receipt of
notice to terminate by either party, this contract shall terminate,
become null and void and be of no further force or effort.
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On or before the termination date, Brazos County
Juvenile Board shall remove all children from their jurisdiction -
currently in the facility.
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III DEFAULT
(1) In the event of a default of the Montgomery County
Juvenile Board, the Brazos County Juvenile Board may
cancel or suspend the contract and the Montgomery County Juvenile
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Board shall be entitled to recovery for all services provided prior
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to the cancellation date or shall repay any funds advanced for
services not yet rendered.
(2) In the event of default on the
part of
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Brazos County Juvenile Board, Montgomery County Juvenile
Board may cancel or suspend this contract and Montgomery County
Juvenile. Board shall be entitled to recovery for all services
provided prior to the cancellation date and shall repay any funds
advanced for any services not yet rendered.
IV MISCELLANEOUS PROVISIONS
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(1) Requirements of the Uniform Grant and Contract Management
Standards (UGCMS) promulgated pursuant to Texas Civil Statutes,
Article 4413 (32g), are adopted by reference as part of this
contract.
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(2) All licenses, legal certifications, or inspections
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required for the services, facilities, equipment, or materials, and
all applicable sate and federal laws and local ordinances must be
complied with by the Montgomery County Juvenile Board.
(3) Montgomery County will maintain its records for three
years after final payment or until a Federally approved audit has
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been made and all questions arising therefrom are resolved.
(4) And Brazos County County hereby certifies that
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funds are available for the current fiscal year for payments
,anticipated under the terms and conditions of this agreement.
This Contract and Agreement this date executed is made by and
between the parties hereto; it being the declared intention of the
parties hereto that the above and foregoing Contract, is a Contract
providing for the care of children who have allegedly committed an
act of delinquency or an act indicating a need for supervision any
payment for such care by Brazos County for such
children placed in the facility by the Judge of
Brazos County having Juvenile Jurisdiction.
Mason Martin, Judge ely ro , J Ph.D.
County Court-at-Law #3 cutiv irector
Chairman, Montgomery County Mn gomery County Dept. of
Juvenile Board Community Supervision &
Corrections
Conroe, Texas
Chairman Chief Juvenile Probati Of Meer
Brazos county Juvenile Board
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MONTGOMERY COUNTY Brazos COUNTY
COMMISSI NERS' COURT COMMISSIONERS' COURT
Co. Judq a
Pct. 1
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Pct. 3 ALW111402
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A cepted and executed this h day of
d 19 by the Montgomery County.
Commissioners' Court.
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Montgomery County Clerk - f G'•
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INGMM. WALLIS & COMPANY
A Et (FL%Sk1NAL CMAIN ATIM
CeTnfted Public Accmnww
2100 Vdla Mato, Sutte 100
BRYAN, TEXAS 77W2
James D. Ingram, III
Tlumty A. Walla
Agnes L. Bennett
Judith W. Childs
Jams 1). Ingtain. IV
Rti. had L. Webb
Sharon L. Pcchal
Wendt M Strata
Pu•Yu (Ptgkv) WAng
),...n M M-netH
Dane E. Knee
August 17, 1994
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Honorable R.J. Holmgreen
County Judge
Brazos County, Texas
Dear Judge Holmgreens
TEUMOK,,
(409)776.2600
TFLE0.V9Ot
(409)774.7759
We are pleased to confirm our understanding of the services we
are to provide for Brazos County, Texas for the years ended
September 30, 1994 through 1997.
We will audit the general-purpose financial statements of Brazos
County, Texas as of and for the years ended September 30, 1994
through 1997. The general-purpose financial statements consist
of the combined balance sheets, the related statements of
revenues and expenditures, statements of changes in fund balances
and statements of cash flows for the proprietary funds and the
accompanying notes to the financial statements. In addition, the
financial statements will have included the Schedule of Federal
Financial Assistance that will be subjected to the auditing
procedures applied in our audit of the financial statements.
Our audits will be made in accordance with generally accepted
auditing standards and will include tests of your accounting
records and other procedures we consider necessary to enable us
to express an unqualified opinion that your financial statements
are fairly presented, in all material respects, in conformity
with generally accepted accounting principles. If our opinion is
other than unqualified, we will fully discuss the reasons with
you in advance.
' Our audits will also be Single Audits conducted in accordance
with the standards for financial audits contained in Government
Auditing Standards issued by the Comptroller General of the
United States (the Yellow Book) as it relates to financial
audits; the Single Audit Act of 1984; and the provisions of OMB
Circular A-128, Audits of State and Local Governments.
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Our reports will include a report on the Schedule of Federal 1
Financial Assistance, the required reports on compliance with laws i
and regulations related to the financial statements and to the
Federal financial assistance programs. Additionally, we will
report on internal control in relation to the general-purpose
financial statements and to the Federal financial assistance
programs. You acknowledge that you are responsible for determining '
the compliance requirements and will make us aware of all such
requirements.
Our procedures will include tests of documentary evidence
supporting the transactions recorded in the accounts, tests of the
physical existence of inventories and fixed assets, and direct
confirmation of certain terms, transactions, assets and liabilities
by correspondence or other means with selected customers,
creditors, banks and their employees. We will request written
representations from your attorneys as part of the engagement, and
they may bill you for responding to this inquiry. At the
conclusion of our audits, we will also request certain written
representations from management about the financial statements and
related matters.
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An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements;
therefore, our audit will involve judgement about the number of
transactions to be examined and the areas to be tested. Also, we
will plan and perform the audits to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. As required by the Single Audit Act of 1984 and OMB
Circular A-128, our audits will include tests of transactions
related to the Federal financial assistance programs for compliance
with laws and regulations and appropriate tests of the control
structure over such programs. Additionally, we will perform
appropriate tests related to the "general requirements" as outlined
in the Compliance Supplement for Single Audits of State and Local
Governments (1990 edition), published by OMB.
However, because of the concept of reasonable assurance and because
we will not perform a detailed examination of all transactions,
there is a risk that material errors, irregularities, or illegal
acts, including fraud or defalcations, may exist and not be
detected by us. We will advise you, however, of any matters of
that nature that come to our attention. Additionally, you
acknowledge the requirement in certain circumstances for us to
directly report certain identified illegal acts to the oversight
agency. Our responsibility as auditors is limited to the period
covered by our audits and does not extend to any matters that might
be incurred during any later periods for which we were not engaged
as auditors.
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We understand that you will provide us with the basic information
required for our audits and that you are responsible for the
accuracy and completeness of that information. We will advise you
about appropriate accounting principles and their application and
will assist in the preparation of your financial statements, but
the responsibility for the financial statements remains with you.
This responsibility includes maintenance of adequate records and
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related internal control policies and procedures, including
controls over compliance with laws and regulations, the selection
and application of accounting principles, and the safeguarding of
assets.
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You agree that your employees will assist in preparing schedules,
type correspondence and confirmations we request, and will locate
any invoices selected for testing by us.
We expect to begin our final audit work in early November of each
year and issue our reports no later than February 20 annually. You
agree that all of the reports referenced above will be bound into
one document with the general-purpose financial statements.
Our fees for these services will be based on the actual time spent
at our standard hourly rates, plus travel and other out-of-pocket
costs such as report production, typing, postage, etc. Our
standard hourly rates vary according to the degree of
responsibility involved and the experience level of the personnel
assigned to your audit. Our invoices for these fees will be
rendered periodically as work progresses and are payable on
presentation.
We estimate that the inital engagement will require approximately
1,327.5 man hours and the approximate percentage of time required
by level is as follows:
Partners 9%
Managers 22%
Staff AM
I=
Based on the above we estimate our fees for the inital engagement
to be approximately $55,000.00 as follows:
Brazos County $36,407.50
Brazos County (Health Department) 9,139.50
Juvenile Probation Department 2,403.50
Community Supervision and
Corrections Department 7,049.50
S55.000.00
For subsequent years, we anticipate our fees to be:
Year Ended September 30, 1995 554.000.00
f Year Ended September 30, 1996
Year Ended Septmeber 30, 1997
S56,700.00
For the year ended September 30, 1994 an increase in level of
service from compilation to audit for the Juvenile Probation
= Deprtment will necessitate some additional procedures to verify
beginning balances. In subsequent years such procedures will not
t be required resulting in a net decrease in fees for the fiscal year
ended September 30, 1995. Thereafter increases assume that
inflation will continue at the rate of 4-5% annually.
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It is understood that in the event of extenuating c
ircumstances
or
unanticipated internal control problems that may be
encountered the
'
proposer may ask for the Audit Committee to re-examine the above
noted pricing for years after fiscal year ended September 30, 1994.
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The three subsequent year fee schedules will be evaluated each year
immediately after the completion of the
prior year's
( audit.
To facilitate the audit process, the County will c
omplete certain
` audit schedules and reports as follows:
• Close the general ledger and balance all
accounts to
be
audited by October 31.
' C Complete all audit schedules and lead sheets as follows:
Statement or Schedule
Date
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Listing of Bank Accounts, Account Numbers,
Bank Balances and Reconciliations
October
28
Investment Schedule and Earnings
November
it
Institutional Collateral Pledges
October
14
Schedule of Bonded Debt
November
15
Debt Service Fund Analysis
November
15
Detailed Listing of Accounts Payable
November
12
Detailed Listing of Encumbrances
November
12
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Detailed Analysis of Year-End Accruals
November
19
Employee Bond Schedule
September
15
Schedule of Insurance in Force
September
15
Schedule of Grant Accountability
November
21
Schedule of General Fixed Assets, Additions,
Deletions, G/L Reconciliation
December
15 ;
Trust Fund Accounting and Reconciliations
December
9
Schedule of Retirement Plan Activity
December
9
Schedule of Deferred Compensation Activity
December
9 i
Commissioners Court Minutes
Upon Request
Investment Committee Minutes
Upon Request
Analysis of Accounts Receivable
November
1
Schedule of Fee Office Receivables
November
7 '
Schedule of Prepaid Expenses
November
14
Schedule of Inventory
November
14
Copies of Quarterly Payroll Tax Reports
Upon Requ
est
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Gross Payroll Reconciliation
November
9
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Analysis of Legal Fees Paid
November
11
,
Copy of Final Approved Budget and Annotated
Adjustments
November
11
Schedule of Anticipated Year-End Adjustments
November
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Initial Trial Balance by Fund
(Working Trial Balance)
November
30
E
Reconciliation of Interfund Receivables
and Payables
November
14
Reconciliation of Fund Balances at Year-End
November
15
Statistical Tables
December
10
;
Footnotes
January
15
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Combined and Combining Financial Statements
.
January
15
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CAFR Assimilated March 25
Others as Requested by Us Upon Request
Estimated fees for our services are detailed in our proposal
dated July 15, 1994. Our fee estimate is based upon 1,327.5
hours and assumes that the reporting requirements of the County
will remain the same as prior years, and that the County will
provide the assistance discussed above. If, for whatever reason,
the County does not provide the aforementioned assistance or
additional services are required after December 31, of each year,
additional fees will be charged at our standard rates.
We appreciate the opportunity to be of service to you and believe
this letter accurately summarizes the significant terms of the
engagement. If you have any questions, please let us know. If
you agree with the terms of our engagement as described in this
letter, please sign the enclosed copy and return it to us.
Sincerely,
Ingram, Wallis i Company, P.C•
RESPONSE:
This letter correctly sets forth the understanding of
Brazos County, Texas.
Cev IV C.,
Sign ura .01 Title Date
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0,*A PENTAMATION
Government Systems Division
CONTRACT TO PROVIDE
APPLICATION SOFTWARE AND SERVICES
TO
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BRAZOS COUNTY, TEXAS
August 18, 1994
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A orized for entamation
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Date:
225 Q ~:"r3ACE
BE7t4 OjEPA. PA 18014
Accepted for Brazos County91 Texas
' TW Is 4M bmby bay tibft r/ wa•M lw V
dm rooe..I qd= br bes ry dim/ r/ gw wW by r
'go co~ k@WW ►odbi o aft" as eewre~ by b..
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R. J. ftlMGREEN, COUNTY J DGE
Date: September 2. 1994
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its MukofF m bohWwm Pena *=U 1s01s • (610) 6014616 FAX (610) 601.1011
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*PENTAMATION
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1. Introduction i
1
II. Scope of Work
III. Term of Contract 1
IV. Site Preparation i
V. Implementation Assistance 1
VI. Installation and Acceptance 2
VII. Support and Maintenance Services 3
VIII. Option to Purchase Source Code 3
IX. Installation Scheduling 4
X. File conversion 4
XI. Patent and Copyright Protection 4
XII. Assignment 4
XIII. Funding Out Clause 4
XIV. Governing Law; Construction 4
XV. Notices 5
XVI. Benefit S
XVII. Cost Section 5
XVIII. Payment 7
XIX. Documentation 7
XX. Warranty of Compatibility with Hardware 7
XXI. Complete Agreement And Warranties 7
XXII. Entire Agreement 7
XXIII. Indemnification Agreement S
Attachments
Limited License Agreement A
Maintenance Agreement B
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1. IMRODUCrION
Pentamation Enterprises. Inc. (PENTAMATION) will provide application software and
associated products and services to Brasov County, Tessa (Client).
U. SCOPE OF WORK
The Client intends to acquire a number of products from Pentamation as identified In the
attached License Agreement (Attachment A) for use on the Hewlett Packard 4000-800 model
H40 computer system. It is Pentamation's intent to install Its software products, on the
Client's system and to further provide implementation and training services as outlined herein.
On a continuing basis, Pentamation will provide its software maintenance services under an
annual Maintenance Contract (Attachment B).
The functions and features of the software are defined by: the Application Software
Specifications section of Pentamation's proposal to the Client (Attachment C), and the
Pentamation User Manuals. The responses in the Application Software Specifications section
of Pentamation's proposal represent their best professional judgment in response to the Clients
stated software requirements. However, there is potential for multiple interpretations of the
stated requirements. Pentamation's User's Manuals contain a detailed description of the
features and functions of the proposed software. and therefore, will serve as the primary source
of software capabilities.
Ili. TERM OF CONTRACT
This contract is effective when fully executed in all parts of Pentamation and Client. It is the
Intention of both parties to the contract to install the products and complete the implementation
on a mutually agreeable timeframe.
IV. SITE PREPARATION
It shall be the Client's responsibility to have the following materials and accommodations
available on site prior to the initial installation visit: a dedicated telephone line for modem
hook-up, a modem, a second telephone line and telephone in the same room as the CPU, an
adequate supply of backup media (a minimum of three tape cartridges per application installed
plus three for operating system backup), paper, printer, ribbons, and adequate workspace for
the implementation team. The computer equipment. including the operating system and all
peripherals, shall be in place and in working condition prior to the initial visit. The Client
shall have taken the necessary steps to execute a hardware and operating system maintenance
contract with the hardware vendor prior to the initial visit.
V. IMIPLEMENTATION ASSISTANCE
Pentamation will provide on-site training and implementation service to assist Client with the
installation of its products. The implementation and training program will be developed and
agreed to by both parties prior to implementation of any system.
'Tile Client may include any number of personnel in the training sessions. but an Individual .
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should be assigned as the Client's key operator for each system, and this employee, at
minimum, should be expected to attend each session and to supervise the Client's data
collection and input duties. Implementation activities will include, as appropriate:
Pre-Installation Support - Development of an installation plan and review of existing
procedures. Assistance in ordering warrants and special forms required for the new
system and establishment of user security levels and system access scripts.
Prows wW Consulting Services - Assistance in development of a chart of accounts
and the coding structures required by the new systems. Direction and assistance In
attaining conformance with GAAFR. GAAP, and related state standards.
Establishment of beginning balances. Verification of parallel operation.
Training - System users are trained in all phase of system operation.
Follow-up - Monitoring system operation through the first several cycles, adjusting
procedures and retraining if necessary. Support at period end and year end.
Security - Establishment of backup procedures that will ensure protection of data.
Pentamation will provide the following number of implementation support and training
days associated with each system.
So= Dw
Fund Accountant 8
Purchasing Agent 3
Budget Analyst 2
Human Resource Manager/Position Control 9
Receivables Manager 3
Fixed Assets 2
Investment Administrator 2
Inventory Control Manager 3
Receipts Manager 2
IQ Report Writer -2
TOTAL: ou
Licensee shall reimburse Pattamation for reasonable travel and living at the per diem rate of
$130 for expenses incurred by Pentamation's personnel in connection with consulting or
maintenance performed at Licensee's premises, upon submission of appropriate vouchers
therefore. Air travel shall be at the lowest available coach fares. The per diem rate covers
hotel, car, food and incidental expenses.
VI. INSTALLATION AND ACCEPTANCE
Pentamation will use its best efforts to begin installation of the operating and application
software within two weeks of notification of readiness of equipment according to Section IV,
Site Preparation, at Client and to complete the implementation as expeditiously as reasonably
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as possible. Both parties understand and agree that the time required for implementation of the
systems is subject to factors not entirely within the control of Pentamation and can be only
estimated at this time. Client recognizes that it is Its responsibility to make available the
appropriate employees for training, data input, and for decision-making associated with the
Implementation.
There are three milestones associated with the installation of each module. One Is the initial
installation of the package on the computer equipment. At this time, the module Is ready for
operation by the Client, under the appropriate training supervision of Pentamation's personnel,
for the purpose of Inputting data and beginning implementation. At this time 30% of the
i license fees are due and payable.
The second milestone associated with implementation is completion of the first live run (vendor
checks, payroll checks, etc.) or completion of training, when the module Is performing live
l daily work. At this time, 40% of the license fees are due and payable. In any event, the
second payment of 40% is due no later than ISO days after Initial Installation of Pentamation's
software in the event the above two criteria are not met by that time. Pentamation's Invoice E
to Client will constitute notification that the implementation of the module is complete.
The final 10% of software license fees may be retained by Client until all products are
operational, or 12 months from the initial Installation of software on the Client's hardware.
Upon receipt of any invoice, Client shall have a reasonable time, not to exceed 30 calendar f
days (which is the payment due date), to notify Pentamation in writing of any and all respectst
in which it believes the installation of the module is not complete. Client understands that its •
failure to give such notice within the specified timeframe shall constitute an acceptance by
Client that the module has been properly and completely installed.
Vii. SUPPORT AND MAINTENANCE SERVICES
Hardware and Operating System - The Client will contract directly with hardware vendor
for hardware and Unix operating system maintenance. The hardware maintenance agreement
between hardware vendor and the Client must be executed prior to the initiation of the
implementation program and maintained as long as the Client and Pentamation have a
Maintenance Agreement in effect.
Informix - Client will contract Informix Software, Inc., for maintenance on the Informix
software products for as long as the Client and Pentamation have a Maintenance Agreement
in effect for the application systems. -
Application Software - The application software Is covered under a comprehensive
maintenance program that includes hotline support, modem support, free software updates, and
other services. A copy of the maintenance contract is appended to this contract for execution,
j and the executed contract is incorporated by reference.
VHI. OPTION TO PURCHASE SOURCE CODE
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Client may acquire, at its option, a copy of the Source Code for the version of the system
running at the Client's site. Client agrees to pay Pentamation 5096 of the license fees listed
in the attached Uce nse Agreement at the dace the Source Code is acquired, provided the
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systems we to be rum on the same hardware platform. Client is under no obligation to acquire
the Source Code at any time.
iiX.
Pentamation will begin installation of die application software and complete the implementation
expeditiously. The implementation schedule will be finalized and/or modified during the Initial
installation and training trip.
X. MILE CONVERSION
Pentamation will convert the Clients files to the new systems files. Client is responsible for
providing the current system files in ascii format and on a media readable by the new
hardware. Client is also responsible for providing current file record descriptions and file
layouts to Pentamation.
M. PATENT AND COPYRIGHT PROTECTION
Pentamation shall: (a) assume the defense of any suit brought against Licensee for
infringement of any United States patent or copyright arising from use of the Licensed
Systems under this Agreement and (b) indemnify Licensee against any monetary damages and
costs awarded in such suit provided that: (i) Pentamation is given sole and exclusive control
of the defense of such suit and all negotiations relative to the settlement thereof, (ii) the liability
claimed shall have arisen solely because of Pentamation's design or composition of the software
and the software is used by Licensee in the form, state or condition as delivered by
Pentamation, (iii) Licensee shall have performed all of its obligation under this Agreement, and ,
(iv) Licensee promptly provided Pentamation with written notice of any claim with respect to
which Licensee asserts that Pentamation assumes responsibility under this provision.
XD. ASSIGNMENT
This Agreement may not be assigned by Licensee or Pentamation without the prior written
consent of the other party. which consent shall not be unreasonably withheld.
XM. FUNDING OUT CLAUSE
If the governing body appropriating funds for the Licensee does not allocate funds needed to
make payments beyond Licensee's then current fiscal period, Licensee shall not be required
to make payments and this Agreement shall be terminated without penalty, charge. or sanction.
XIV. GOVERNING LAW: CONSTRUCTION
This Agreement shall be governed. interpreted and construed in accordance with the laws of
Texas. If any provision of this Agreement shall be held or declared to be void or illegal for
any reason, all other provisions of this Agreement which can be given effect without such
illegal provision shall nevertheless remain in full force and effect. The section headings in this
Agreement are intended solely for convenience; they are not part of this Agreement and shall
not affect its construction.
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XV. NOTICES
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All written notices required or permitted under this Agreement shall be deemed to have been
duly given when mailed postage prepaid, addressed to the designated representative of the
respective parties at thew address shown in the attached License Agreement, or at such other
a address as either party hereafter may designate In writing from time to time to the other party.
XVI. BENEFIT
This Agreement shall be binding upon and inure to die benefit of the parties hereto and their
respective permitted successors and permitted assigns.
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XV111. COST SECTION
i The cost of the products and services to be provided are as follows:
i PHASE I
Application Software License Fees ]Uc.!s
Fund Accounting Manager $15.000
Annual Maint.
$2,250
Purchasing Agent 4,000
600
Budget Analyst 3,500
323
Human Resource Manager 12,000
1,800
Position Control Manager 3,500
525
Fixed Assets Manager 3,500
525
Inventory Control Manager 4.500
675
Total: 46,000
$6,900
Informix Software (HP 9000/800, H40) (Class E)
SE (16 user Full Development) $6,640
$1,200
4GL (16 user Full Development) 7,850
1,410
SQL (16 user Full Development) 4.83Q
870
Total: $19,320
$3,480 '
Implementation Consulting Q7 dq.36wdw) $17,280
N/A
Software Integration 3,000
N/A
Travel Expenses (ariaww s wipe) 10.000
N/A
TOTAL PHASE l:
$ly
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PHASE H
Receivables Manager
$4,300
Annual Malnt.
$ 673
Cash Receipts Manager
3,500
525
Investment Manager
4.500
675
ToW:
$12,500
$1,87S
(Q/W ndorra-RCM Writer - Hewkd Packard
Software needed for the HP H40
H40 Class 131
Server Runtime Kk4Q
$ 8,400
$ 1,312
Informix Net 1-16 Users Runtime
1-214
150
Total:
$9,610
$1,662
Software needed for PCs
Informix NET PC
16 Users Runtime License
$1,000
$ 120
1 DBA Kit
21000
360
10 Copies of IQ and IQ Access
6.750
1,215
Total:
$19,360
$3,3S7
Implementation Consulting (9 *P at "W &F)
3,760
N/A
Travel Expenses (edwo d .3 tom.)
4"000
N/A
TOTAL PHASE 11:
$41,620
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Annual Maintenance
30% Discount first year applicati n software.
PHASE 1 - $3,450
PHASE Il - S 937
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XV11I.
PENT
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Licensee shall render payment to Pentamation within thirty (30) days after receipt of invoice.
License fees as provided In the cost section of this contract shall be paid in three installments.
50% of the total license fees shall be payable upon installation of the software on the hardware
system. 40% of the application software fees specified in the cost section shall be payable in ;
180 days or as Indicated in Section VI of this contract. The final 10% is due 12 months after
initial installation or when the products are in live operation, whichever comes first.
Charges for implementation support, training, and associated expenses shall be billable as
`s
incurred on a monthly basis. Charges for software maintenance are payable on an annual
basis, in advance. For the first year only, there is a 50% discount on maintenance charges.
That amount will be invoiced at the time the software is installed.
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All of the terms are net 30. Interest at a rate of 1®per month shall be applied to all
delinquent accounts.
XJX.
DOCUMENTATION
At the time of installation, Pentamation will provide to the Client one complete set of user •
reference documentation for each application listed in Attachment A.
XX.
WARRANTY OF COMPATIBILITY WITH HARDWARE
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Vendor understands that the Client Intends to use the Application Software in conjunction with
the HP H40 accordingly, vendor represents and warrants that the Application Software will be
fully compatible with such equipment. .
XXI.
COMPLETE AGREEMENT AND WARRANUES
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The foregoing, including the specified attachments, contains all understandings concerning the
terms of this Agreement and there are no other terms, promises, or guarantees except as set t
forth above. Pentamation warrants that the system when installed will perform in accordance i
with the specifications contained in this Agreement and will correct. repair, or replace any
defects or deficiencies that are reported in a current, unaltered release of the software. THE
FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES INCLUDING
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
XXII.
ENTIRE AGREEMENT
This Agreement, and the appendices hereto. contains the entire Agreement of the parties
concerning its subject matter and supersedes any understandings. agreement, and
representations in connection therewith. This Agreement may be amended, waived or revolted r.
only by a written instrument executed by both parties.
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XX .
Pentamation agrees to bold harmless, Indemnify, and defend Licensee Its officers. officials,
agents, employees, and volunteers from any loss or liability, financial or otherwise resulting
from any claim, demand, suit, action, or cause of salon based on bodily injury including death
or property damage, including damage to Pentamation's property, caused by any action, either
direct or passive, the omission, failure to act, or negligence on the part of Pentamation, its
employees, agents, representatives, or sub-contractors arising out of the performance of work
under this Agreement by Pentamation, or by others under the direction or supervision of
Pentamation.
In determining the nature of the claim against the Licensee, the Incident underlying the claim
shall determine the nature of the claim, notwithstanding the form of the allegations against the
Licensee.
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Page 1. 11, Scope Of Work
The second paragraph reads in part as follows:
"However, there is potential for multiple interpretations of the stated requirements.
Pentamation's User's Manuals contain a detailed description of the features and
functions of the proposed software, and therefore, will serve as the primary source
of software capabilities."
Both parties agree that the Client has not had the opportunity to review the Users
Manuals and therefore, the language is to be altered to read as follows:
However, there is potential for multiple interpretations of the stated requirements.
In case of conflict or misinterpretation or non-performance with respect to the
functional support, Pentamation and Brazos County will rely on Pentamation's
response to the Application software Response Forms In Pentamation's proposal
dated March 14, 1994 to serve as determining document for resolution of the
functionality required.
Page 7. XVIII, Payment
The following is inserted as paragraph 5;
The Client reserves the right to withhold any and all payments for services and
product as set out above when there has been a noted delay on the part of
Pentamation in the installation and development of the application software. A
noted delay must be set out in writing and communicated to Pentamation in an
expeditious manner. Payment will not be unreasonably withheld.
It is agreed that a noted delay and the withholding of a payment will not in itself
invalidate this agreement
Miscellaneous Provlslon
At Client's request, Pentamation will provide the version of the Purchasing module
used at Montgomery County, Texas for use by Client Instead of Pentamation's
most current Purchasing module release.
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CONTRACT TO PROVIDE
APPLICATION SOFTWARE AND SERVICES
TO
BRAZOS COUNTY, TEXAS
ATTACHMENT 1
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Al/ M. '
Si W MTIGI Ulm ISfg INC
L1IUT® LICENSE AMMEMM
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Memo and Address
of Licenses etr Lleunort Pe ntsmtion Enterprises, Inc
t2S Marketplace Pennsylvania 1001E
e ephast Telephones 21S-691-3616
Pentmastlon Enterprises, inc. (Pentsmatlan) by its execution of this Lfcwsae Agreement (mAgr"mante), and the
Licesee accept, an the following term Ord conditions, a non-tro sforable and non-excluslve license to use the
Governmental Resource Seri" computer software programs Including certain related written materials (referred
to herein " the Kteensed Systema•) listed in Appendix I of this Agreement.
This Agrs men 1s effective from the date an which It is executed by the Licensee and shall remain in force
untlI terminated by the Licwrso upon thirty (30) days, prior written notice, or by Pentwtion if the licenses
falls to caeply with any of the term and conditions of this Agreement.
UM 2
The 1leese granted udar this Agreement authorized the Neese to possess and use copies of the Licensed
system. no right to print or copy. In whole or in part, any of the Licensed Systems Is granted hereby, except
as hereinafter expressly provided.
The Lie~ granted under this Agreement will include the Licensed Systems identifld in Appendix 1 and will
also control any other related materials, in mschlne-readable or printed form, provided by Pentsmstion including
but not limited to, program code and user manuals.
This Agreement and the Licensed Systems or materials to which it applies may not be assigned, sublicensd or
otherwise transferred by the Lie~ to any other person or entity without prior written consent of Pentamation,
and any assipeam t, s blicanse or transfer shall. In the absence of such consent, automatically and immediately
terminate the license. A trustee in bankruptcy. receiver, and debtor in possession are, without limiting the
generality of the term. Included within the meaning of the term 'other person or entity' as used herein.
NAME
Lie~ fen for the Licensed Systems art specifld in Appendix 1 of this Agreement, and the validity of this
license 1s contingent upon the payment of these fees. Additional fees charged to the Licensee to Install the
Licensed Systems, to provide training and technical assistance In the use of the Licensed Systems are specifld
In a separate document.
All taxes, except taxes based an the net Income of Pentamstlon Enterprises, Inc, resulting from the licensing
or use of the Licensed Systems by the Licesee. Including, but not limited to, property, sale, or use tax",
shall be the sole responsibility of the Licenses.
DELIVM AM IIISTALLATi1M
Delivery and Installation of the Licensed System will occur as stated in the contract. The Licensed Systems
are provided to the licensee In machine language only.
Kill KLEAU
If Pentsmation develops additional releases of the Licensed Systems Mich incorporate cha g and enhancements,
It will make such new releases available to the Licensee under the term of its standard maintenance contract.
fees bead upon time, expanses, and materials will be charged by Pentometion if instruction or technical
assistance 1s roWired.
11MISS1011 To CIO" LIii~ O STSTBE!
The Licensee recognizes that the Licensed Systems ore confidential and trade secret proeppeerty which 11
proprietary to Pentamstlon, and Licence. Its agents, uployess, and representatives shall not disclose In whole
or In part, any Licensed Systems which are provided by Pentsmation under this Agreement to any third parties.
Any Licensed Systems which are provided by Pentemstien In sockina-readable form may be copied for backup
purposes only.
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10107E ION AND SECtNITY
The Licensee agrees not to provide or otherwise make available any licensed Systems. Including but not limited
to flowcharts, logic diagrams end program code, in any form, to any person other than licensee or Pentematlon
employees, without prior written consent from Pentawstion. Licensee will take re-sanabls step to protect the
security of the Licensed system, and will inform all employees, agents and representatives who utilize the
licensed Systais of this requlremmnt.
RESPONSIBILITIES
The licensee shall be exclusively responsible for the supervision, menogement and control of his use of the
licensed Systems. Includirg but not limited to: (1) assuring proper machine configuration, program
installation, audit controls and rating methods, (2) establishing adequate backup plane based an alternate
procedures In the event of licensed system malfunction, (3) Implementing sufficient procedures and checkpoints
recovery
to satisfy his requirements for security and accuracy of irpn and output as well as restart Judgment
the event of malfunction, and (A) Informed use of output Insofar as technical expertise or professional is required.
The licensee agrees that he will take appropriate action by instruction, agreement, or otherwise with tale
employee or other persons permitted access to licensed Systems to satisfy his obligations under this Agreement
with respect to use, copying, modification. protection and security of the Licensed Systmmm.
RISK OF LOSS
If any portion of the licensed Systems 1s lost or damaged doing shipment, Pentemetlon will replace the Licensed
Systems and program storage modla at no additional charge to the Licensee.
If any portion of the Licensed Systems to loot or damaged whits in the possession of the Licensee. Pentemstion
will replace the licensed Systems at a charge for the reproduction and Installation. If squired, of the
licensed Systems.
DISCONTINUANCE
Within thirty (30) days after the date of discontinuance of the license granted under this Agreement. the
Licensee will furnish Pentwtion a written certification that through his beet effort, and to the beet of his
knowledge, the original and all copies. In whole or in part. In any form, including partial copies In
modifications, of the licensed Systems received from Pentemation or made in connection with such license have
been destroyed. except that, upon prior written authorization from Pentemstion, the licenses may retain a copy
for archive purposes only.
DESIGNATED AGENTS
The licensee will designate an officer or employee as Its agent to receive all written notices issued by
Pentamatlon under this Agreement. Pentsmatlon will designate an officer or mployee as its agent to receive
all written notices Issued by the Licensee under this Agreement. Such designee shall be those listed in
Appendix T of this Agreement subject to change from time to time through written notification.
MUM
Each Licensed System will function as described in the then current user maeaml when It to shipped to the
Licensee. In the event of a defect In a Licensed System. Pentemstlon's responsibility shall be to correct the
Licensed System in accordo a with the terms of its Software Maintenance Agreement, Which Is executed
separately.
LIMITATION OF LIABILITT
THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED 10, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
THE LICENSEE AGREES THAT PENTARATION'S LIABILITY HEREUNDER FOR DAMAGES. REGARDLESS OF THE FORM OF ACTION, SHALL
NOT EXCEED THE CHARGES PAID BY THE LICENSEE FOR THE LICENSED SYSTEMS.
THE LICENSEE FURTHER AGREES THAT PENTAMATION WILL NOT K LIABLE FOR ANY LOST REVENURIS, OR ANY CLAIM OS DEHWD
AGAINST THE LICENSEE BY ANY OTHER PARTY.
NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS MEN TNIS AGREEMENT, RAY BE BROUGNT BY EITHER
PARTY MORE THAN ONE YEAR AFTER THE OUSE OF ACTION US ACCRUED, EXCEPT THAT, AN ACTION FOR NO-PAYMENT MAT BE
BROUGHT WITNIN ONE YEAR AFTER THE DATE OF WT PAYMENT.
IN NO EVENT WILL PENTANATION K LIAKE IN OONSEKIENTIAL BAIMOEB EVEN IF PENTARATION US BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
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The tats safe AgreamenWt• r weed herein includes Appendix 1 end any future written amndeents, teodificatione,
or supplements in aeeordetroe herwith.
If any of the provisions of this Agreement are invalid Weeder any applicable statue or rule of law, they are to
that extend to be deseed omitted.
THE LICENSEES REMEDIES SET FORTH IN TNiS AGREEMENT ARE EXCLUSIVE.
TIME LICENSEE ACOMMEDGE$ THAT VIE US READ TNis AGREEMENT, U DERSTAND$ IT AND AGREES TO BE BOUND BY ITS TERMS
AND FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEN THE PARTIES, VNICN
SUPERSEDES ALL PROPOSALS, ORAL Ot W ITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE
SUBJECT MATTER OF THIS AGREEMENT.
This Agreement will he governed by the lee of Tem. United States of brrics.
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PENTAMATiON
Executed bye
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R. HOaLMGEEN TON prTERPRiSWIN
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MINTY .]L1QPF n5 MARKEMACE
MINTY t a B6rrWFlk PA 18018
215.691.3616
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t September 2. 1994
I Date
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PWAOTid goo IM INC
IINITO IICEII» AIMMU T
AHIINDIK I
In consideration for the followinr~g fees, hntostion grants the llceraee nmrtranaforrable, non-exclusive
license under the terns of the licoming Agreaant to use the following Licensed glisten w!/or related
Baterlsls in nsehlm-readeble form at designated locations.
SYSTEN OESIOXATIM IOCATIOM `ICEM In
_ Fund Acc"tira Manager Brazos County. TX $15.000
Purchasing Anent Brazos County. TX 4.000
budget Analyst Brazos County. TX 3.500
Hymn Resource Manger Brazos County. TX 12.000
Position Control Manager Brazos County. TX 3.500
Fixed Assets Manaoer Brazos County. TX 3.500
Inventory Control Manager Brazos County. TX 4.500
Recalvables Manager Brazos County. TX 4.500
Cash Retaltns Manoer Brazos County. TX 3.500
InVaatownt Manager Brazos Canty. TX 4.500
1U.S00
sevessaaass
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Ea)Aipnent ConfISwat Ion/Oporatlng System Mawlatt Packard 900011100 MO
The following Individuals are designated to receive tee written notices Issued under this Mrassent.
srszgs /EMTAMATIOM ENTERPRISES INC
(L ceneee) Russell ► Kopp
223 Marketplace
Bethlebas4 PA 111014
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VUTAIMTI= UTERPRIM I!
AMICATIM Sontion ftiffewn AMEMW
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game and Address
of licensee:
1121,26th 11reat- Suit 314 licensors Pentsmatlon IntoWlses, Imo
225 Norketplace
Nthtsh n, PA 18018
• aphone: (40912".0154 Telephone: 215.867.9200
215.691.3616
Payment of the itemized anal fees (partial payment) shall M+tltle licenses to specified application software
support services. on the following term and connditions. Services rill be provided by Pents motion Enterprises,
Inc. (Pentsmatlon).
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This Agreement is effective for the period specified In Systems Covered and Fees, below, and Is subJect to
rersgotistlon and renewal each year. Pentametion say terminate this Agreement for cause if the licensee fells
to comply with any of the terms and conditions of this Agreement or with any of the term and conditions of the
license Agreement for any of its software products. Pentemtion reserves the right to withhold services pending
full payment of fees.
Sayl
Services covered under the maintenance asreeaant will be:
1. Telephone support, including the wavering of questions an system operation, system procedures, perfod•end
and year-end procedures. Telephone hotline services is available weekdays excluding holidays between 9:00
a.m. and SOO p.m., eastern time. The Pentsmation staff will make a reasonable effort to solve the problem
or answer questions immediately. when appropriato, Pentsmation staff wilt provide on estimate of how tong
it will take to resolve the problem and will keep the client informed of progress. When required for In-
depth anatyals, Pentametion staff may access the client's computer directly over the telephone lines.
2. Program operational matntenarce. Maintenance shalt consist of the correction, repair, or replacement of
the software to enure that the software will perform as represented by the user manual and update the
documentation.
3. Priority access to technical resources for data reconstruction due to hardware problems. (Although there
may be an additional charge for such services, we guarantee a response only to maintenance clients, and
clients an maintenance contracts will receive priority).
4. Updated systems, including routine enhancements made to the system during the contract year. Failure of
licenses to Install now releases within six months of availability may result In termination of maintenance
services by Pentsmation.
S. Client update bullatins issued to provide answers to recurring questions or common problems.
Nintenance fees for these services wilt be in accordance with the amounts listed in systems Covered and fees,
below.
licensee mores to provide, maintain, and make wettable appropriate telephone service, modem equipment,
computer equipment, computer software, and password Information required to provide Pentametion with modem
access to the licenees's computer.
At the direction of the client, Pents motion may assume responsibility for resolving disagreements among
hardware, operating system, end application software support personal regarding the origin or solution of
client system problems. in this case. Pentamstion will either correct the reported problem or will provide
evidence that the problem 1s net related to Government system software and direct the client to the appropriate
party for resolution. If It is determined that the reported problem Is not related to Government systeam
software, the client may be charged for consulting services at our standard rates plus expenses.
The Maintenance Agreement does net cover the following services. and licenses agrees to pay legitimate fees for
services provided. Hourly rates shall be quoted and authorized prior to incurring consutting/programsing
charges, ad any other invoices shall be based upon actual expenses.
1. Programming required to repair data or consulting necessitated by hardware problems, operating system
ti software problem, or improper use of the system(s) (as defined in the users' mahwts and client update
1 bulletins). Out-of-pocket expenses associated with such repair; for example, Federal Express shipments,
diskettes, tapes. and telephone calls.
Menem: Sratoa County- TX hags 1 of 2 Exptrest
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2. Remedial maintenance for problems which could have been prevented by implementation of • distributed patch,
update, or maintenance rates".
3. Shipping or express courler charges; transmission supplies such as taappeess and diskettes; telephone tolls for
modem service; awaits consulting services; out-of-town travel and related expenses; custom programing and
related expenses.
4. Retraining necessitated by twy~ of key employees.
S. Extraordinary modifications required due to significant lunges In state reporting requirements. At the
discretion of Pentsmation, such changes may be provided at no Burge.
It Is further understood that if Pentsmation sakes non-standard application program changes and/or screen
charges requested by the client to meet the unique needs of the client, or if the client has application program
changes or screen changes mods by non-Pentamation employees, this may affect the ability of Pentamation to
perform its future respaslbititles to the client for application program maintenance and support. These non-
standard charges may require Pentamation services not covered by this Agreement that mill be billable to the
client.
Systems Covered and Fees
Payasnt of the full aryxul fee (partial paymnt not accepted) shall entitle the Licenses to the specified
services for the itemized systems and period.
Acyllcattan Deslanated location License lase 14~ Annual Fes
Fund Acc"tino Manager Brazos County. TX S1S.000 sz•2SQ_
Purchesino Agent Brazos County. TX 4.000 600
Budget Analyst Brazos County. TX 3.500 525
Human Resource Manager Brazos County. TX 12.000 1.800
Position Control Manager Brazos County. TX 3.500 525
„fixed Assets Manager Brazos County. TX 3.500 525
Inventory Control Manaoer Brazos County. TX 4.500 675 _
Receivables Manaoer Brazos County. TX 4.500 675
Cash Receipts Marmaer Brazos County. TX 3.500 US
Investment Nam Brazos County. TX 4.500 67
tOTALz 8O.M
waaeaaMasa
Naintenauea fee for period:
(Equipment conf I swat I on/Operst I nil SrtM Mwlatt Packard 0000/800 1140 )
-The meintenance fee is 1S% of the total of (currant license fees plus all custom programming charges).
All taxes, except taxes based an the rat income of Pantsmation Enterprises, Inc., resulting from the licensing
or use of the Licensed Systems by the licenses, including, but not limited to, property, eels, or use taxes, shall
be the sots responsibility of the Licensee.
This Agrasmant mill be gOVarted by the tars of due state of Taxes, united States of America.
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