ATTORNEY
~'
GENERAL
OF TEXAS
GREG ABBOTT
February 17, 2004
Judge Pat Tinely
Kerr County Judge
700 East Main Street
Kerrville, Texas 78028
Dear Judge Tinely:
~~ ~ ~Y~
It is an honor to welcome your county to the Texas Victim Information and Notification Everyday
(VINE) program. Enclosed please find a signed grant contract in the amount of $37,236.00 reflecting
program funding for your county.
General Abbott has made services for crime victims a priority for this administration. Our Crime Victim
Services Division is focusing efforts to ensure that crime victims throughout the state receive the
resources they need, such as the information provided by Texas VINE. By participating in VINE, your
county will make Texas a safer place by giving victims a renewed sense of security.
Please call Gary Walker, Program Manager, Crime Victim Services Division at (512) 936-1236 if you
have any questions. Thank you for your work and for choosing to participate in the Texas VINE
program.
Sincerely,
:~`'~~
~I
Herman Millholland
Crime Victim Services Division Director
Enclosure
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B,:
POST OFFICE BOX 12548, AUSTIN, TEXAS 78711-2548 TEL: (512)463-2100 wwW.OAG.STATE.Tx.Us
Ax Egrra! Fmplo}'ment O(rportnnity Lm/rlayer • Panted on Reaveled Pa(~er


ATTORNEY GENERAL OF TEXAS
GREG ABBOTT
Texas VINE
GRANT CONTRACT
Kerr County
GRANT CONTRACT
Table of Contents
1. PURPOSE; CONSTRUCTION OF AGREEMENT ....................... 3
1.1 Purpose. ..................................................... 3
1.2 Construction of Agreement .................................. 3
2. COUNTY OBLIGATIONS ......................................... 3
2.1 County Implementation Plan ................................. 3
2.2 Services Contract .......................................... 4
2.3 Implementation ............................................ 4
2.4 Maintenance Plan .......................................... 4
2.5 Monitoring of Services; Statewide Stakeholders . ............... 4
3. SCOPE OF SERVICES ........................................... 5
3.1 Statewide Deliverables . .................................... 5
3.2 COUNTY Deliverables . ..................................... 5
3.3 Service Levels. .......................................... 6
3.4 XML Extract . ............................................. 6
3.5 COUNTY Scope of Services Obligations . ...................... 6
4. REIMBURSEMENT .............................................. 6
4.1 Maximum Liability of the OAG . .............................. 6
4.2 Grant Contract Not Entitlement or Right . ...................... 7
4.3 Reimbursable Cost; Generally . .............................. 7
4.4 Reimbursement; COUNTY Service Contract . ................... 8
4.5 Advance Funding to COUNTY ................................ 9
5. Invoice for Reimbursable Cost .................................... 9
5.1 Form oflnvoice ............................................ 9
5.2 Timing of Invoice . ......................................... 9
5.3 Direct Deposit ............................................ 10
5.4 Excess Payments; Refund; Setoff . .......................... 10
6. AGREEMENT TERM ............................................ 10
6.1 Initial Term . ............................................. 10
6.2 Renewal Term ............................................ 10
1
7. TERMINATION ................................................ 10
7.1 Termination for Convenience . .............................. 10
7.2 Termination for Cause ..................................... 10
7.3 Rights Upon Termination or Expiration ....................... 11
8. Intellectual Property . ........................................... 1'I
9. AUDIT RIGHTS; RECORDS RETENTION ........................... 11
9.1 Duty to Maintain Records . ................................. 11
9.2 Records Retention ........................................ 11
9.3 Audit Trails . ............................................. 12
9.4 Access .................................................. 12
9.5 Location . ............................................... 12
9.6 Reimbursement . ......................................... 13
9.7 Reports . ................................................ 13
10. Independent Contractor Status and General Liability Provision. ....... 13
11. Publicity ...................................................... 13
12. Amendment ................................................... 13
13. Non-waiver .................................................... 13
14. Partiallnvalidity . .............................................. 14
15. Counterparts .................................................. 14
17. Entire Agreement .............................................. 14
18. Governing Law; Venue .......................................... 14
19. Official Capacity . .............................................. 14
2
GRANT CONTRACT
THIS GRANT CONTRACT, including all Exhibits and Schedules attached hereto and
incorporated herein by reference (the Agreement) is made and entered into by and
between Kerr County hereinafter referred to as `COUNTY' and the Office of the
Attorney General of Texas (OAG). COUNTY and the OAG may be referred to in this
Agreement individually as a "Party" and collectively as the "Parties."
NOW, THEREFORE, in consideration of the covenants, agreements and conditions
herein contained, the Parties agree as follows:
1. PURPOSE; CONSTRUCTION OF AGREEMENT
1.1 Purpose.
The purpose of this Agreement is to reimburse COUNTY for certain cost incurred in the
participation in a statewide crime victim notification service.
To ensure a standard statewide service to all interested counties, including COUNTY,
the OAG will reimburse COUNTY for services delivered to COUNTY by the vendor
certified by the OAG to provide such standard statewide services. The certification and
the certification process is documented in that certain document dated November 22,
2002 and entitled: Vendor Certification for fhe Statewide Automated Victim Notification
Service (BANNS). This document is hereinafter referred to as the 'Certification' is
expressly incorporated herein by reference. The vendor certified to provide the
services is Appriss, Inc. a Kentucky corporation authorized to do business in Texas
(hereinafter `Certified Vendor').
This Agreement documents the requirements, conditions, obligations, limitations, and
other terms for the COUNTY to be eligible for cost reimbursement by the OAG.
1.2 Construction of Agreement. The provisions of this Section 1 are intended to
be a general introduction to this Agreement, and to the extent the terms and conditions
of this Agreement do not address a particular circumstance or are otherwise unclear or
ambiguous, such terms and conditions are to be interpreted and construed consistent
with the objectives, expectations and purposes stated in this Section 1. All Exhibits and
Schedules attached hereto are hereby incorporated by reference herein in their entirety
for all purposes.
2. COUNTY OBLIGATIONS
2.1 County Implementation Plan. As a condition precedent to any reimbursement
of allowable costs, COUNTY will prepare a plan to implement the services in the
COUNTY (County Implementation Plan). Before commencing any compensable work,
3
the County Implementation Plan, at a minimum will include:
1. a list of tasks and activities required of COUNTY and that are necessary
for the successful implementation and testing of the services;
2. a schedule that describes the time frames that each increment of work will
be performed and completed;
3. identification and commitment of staff resources and equipment
necessary install and implement the services in a timely manner;
2.2 Services Contract. COUNTY will execute a services contract with the Certified
Vendor to provide services consistent with the Certification document. The COUNTY
services contract will include terms and conditions that are intended to provide the
COUNTY such rights and remedies as are necessary to ensure the delivery of the
services in accordance with the Scope of Services section herein. For the
convenience of COUNTY, a template services contract is made available to COUNTY.
The OAG is not acting as an attorney for the COUNTY, therefore the COUNTY is
advised to have attorneys of its choice to review and modify the template services
contract to protect the interest of the COUNTY and to assure that the services will be
delivered according the Certification document.
2.3 Implementation. COUNTY will implement the services in a manner consistent
with the Scope of Services and the COUNTY Implementation Plan. COUNTY agrees to
execute the County Verification Plan within thirty (30) calendar days after the Certified
Vendor verification and testing is complete. COUNTY agrees to provide documentation
of any programming or system errors to the Certified Vendor within that same thirty (30)
calendar day period.
2.4 Maintenance Plan. COUNTY will prepare and maintain a maintenance plan that
at a minimum is to designed to:
1. make available offender information that is timely, accurate and relevant
to support the victim notification services;
2. verify the Certified Vendor's performance according to the COUNTY
services contract;
3. satisfactorily discharge such COUNTY obligations as described in the
COUNTY services contract.
2.5 Monitoring of Services; Statewide Stakeholders. COUNTY will inspect,
monitor and verify the performances required of the Certified Vendor. COUNTY will
reasonably cooperate with and participate in Statewide Stakeholders meetings and
4
efforts to monitor and improve the services on a statewide basis. COUNTY may
reasonably agree to designate third-parties to assist COUNTY and the other Statewide
Stakeholders, in the overall monitoring, inspection and verification of the Certified
Vendor's performances.
3. SCOPE OF SERVICES
3.1 Statewide Deliverables. The services are described by two sets of documents:
(1) the Statewide Deliverables, and (2) the COUNTY Deliverables. The Statewide
Deliverables describe the services and structure of the victim notification system on a
statewide basis. The Statewide Deliverables may be modified from time to time by the
OAG upon the recommendation of the Statewide Stakeholders Committee. The
Statewide Deliverables include:
S-01	Service Specification
S-02	Questionnaire Template
S-03	Statewide Implementation Plan
S-04	Stakeholder Communication Plan
S-05	Call Center Infrastructure
S-06	County Implementation Plan Template
S-07	Web Sites(s)
S-08	Statewide Promotions Package
S-09	Internal Test Guide
S-10	Statewide Implementation Status Reports
S-11	Service Level Standards
S-12	Service Performance Reports
V-01	Vendor Certification
The Statewide Deliverables are incorporated herein by reference.
3.2 COUNTY Deliverables. The COUNTY deliverables reflect the Statewide
Deliverables, as customized to meet the specific needs of COUNTY (COUNTY
Deliverables). COUNTY deliverables include:
C-02	County Implementation Plan
C-03	County Infrastructure
C-04	Application Interface
C-05	Customer Verification Plan
C-06	County Support Document
C-07	County Promotions Package
C-08	Production Notice
C-09	County Web Access
County will implement these deliverables through the COUNTY services contract. After
these deliverables are completed and approved by COUNTY, these COUNTY
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Deliverable are incorporated herein by reference.
3.3 Service Levels. Certain standards and levels of performance to be provided by
the Certified Vendor to COUNTY are described in the Statewide Deliverable S-11
Service Level Standards and the COUNTY services contract. Other standards and
levels of performance are described in the other Statewide and COUNTY Deliverables.
COUNTY will inspect, monitor and verify the performances required of the Certified
Vendor. In addition to the requirements in the COUNTY services contract to inspect,
monitor and verify the performances required of the Certified Vendor, County agrees to
register for, verify, and document at least eight notification events each month.
COUNTY will provide the OAG with periodic reports as requested by the OAG
describing COUNTY monitoring, findings and observations.
3.4 XML Extract. To the extent permitted by law, COUNTY agrees to provide the
OAG with a copy of data transmitted by COUNTY to the Certified Vendor. COUNTY
authorizes the Certified Vendor to directly provide such data to the OAG. The Parties
agree that this data may be used to monitor COUNTY performance and the Certified
Vendor's performance. This data may be used for such other purposes allowed by law.
The data will be provided in such electronic format (including but not limited to an XML
extract) as requested by the OAG.
3.5 COUNTY Scope of Services Obligations. For the purpose of this Agreement,
the requirements, duties and obligations contained in the Statewide Deliverables,
COUNTY Deliverables, Service Levels and other requirements of this section 3 are
collectively referred to as the `Scope of Work'. As a condition of reimbursement,
County agrees to faithfully, timely and in a good and workman like manner implement
and maintain the services in compliance with the Scope of Work.
4. REIMBURSEMENT
4.1 Maximum Liability of the OAG. The parties stipulate and agree that the total
liability of the OAG to COUNTY in consideration of full, satisfactory and timely
performance of all its duties, responsibilities, obligations, liability, and for
reimbursement of all expenses, if any, as set forth in this Agreement or arising out of
any performance herein shall not exceed THIRTY-SEVEN THOUSAND TWO
HUNDRED THIRTY-SIX AND N01100 ($37,236.00) DOLLARS for the Term of this
Agreement. The parties stipulate and agree that any act, action or representation by
either party, their agents or employee that purport to increase the liability of the OAG is
void, without first executing a written amendment to this Agreement and specifically
amending this section. The parties acknowledge and agree that nothing in this
Agreement will be interpreted to create an obligation or liability in excess of the funds
currently stated in this Agreement.
The parties acknowledge, stipulate and agree that funding for this Agreement is subject
6
to the actual receipt of grant funds appropriated to the Office of the Attorney General
and such funds are sufficient to satisfy all of OAG's duties, responsibilities, obligations,
liability, and for reimbursement of all expenses, if any, as set forth in this Agreement or
arising out of any pertormance pursuant to this Agreement. The parties further
understand, acknowledge, stipulate and agree that the grant funds, if any, received
from the Office of the Attorney General are limited by the term of each state biennium
and by specific appropriation authority to the Office of the Attorney General for the
subject matter of this Agreement.
4.2 Grant Contract Not Entitlement or Right. COUNTY understands and agrees
that: (1) reimbursement from grant funds is not an entitlement or right; and (2) it may
not be reimbursed for costs incurred during the grant term or expenses paid during or
subsequent to the grant term unless the COUNTY strictly complies with all terms,
conditions, and provisions of this Agreement. COUNTY understands and agrees
that it will not be reimbursed for the cost of vendor services provided or delivered
before the commencement date of this contract.
4.3 Reimbursable Cost; Generally. Upon evidence of satisfactory compliance with
the terms and conditions of this Agreement, the OAG will reimburse COUNTY, subject
to the limitations in Section 4.1, for such actual, reasonable and necessary amounts
expended in the performance of this Agreement. Only those costs allowable under
applicable UGMS cost principles are eligible for reimbursement under this contract.
The COUNTY acknowledges that it is asub-recipient of state pass-through funds from
the Crime Victims Compensation Fund. Therefore, the following cost principles, audit
requirements, and administrative requirements shall apply:
Cost Principles	Administrative
Requirements	Audit Reauirements
OMB A-87 as modified by	OMB A-102 as modified	OMB A-133 as modified
UGMS	by UGMS	by UGMS
Uniform Grant	Uniform Grant	Texas State Single Audit
Management Standards	Management Standards	Circular
(UGMS) pursuant to	(UGMS) pursuant to	
Government Code	Government Code	
Chapter 783	Chapter 783	
Copies of these documents referenced above will be provided to the COUNTY by OAG
upon request and are incorporated by reference as a part of this Agreement.
Before incurring any out-of-state travel expenses, the COUNTY must obtain prior
written authorization for that travel from the OAG.
To be eligible for reimbursement under this contract, a cost must have been incurred or
7
obligated by the COUNTY within the applicable contract period prior to claiming
reimbursement from the OAG. Costs incurred by the last day of the applicable contract
term must be liquidated no later than 30 calendar days after the end of the applicable
contract period.
If the COUNTY expends $300,000 or more in state financial assistance during its fiscal
year, it shall arrange for a single audit of that fiscal year. The audit must be conducted
by an independent CPA and must be in accordance with the applicable government
auditing standards, the Texas State Single Audit Circular and the UGMS published by
the Governor's Office of Budget and Planning. For the purposes of this contract, the
audit provisions of OMB Circular A-133 shall apply to county contracting entities.
If the COUNTY is expending less than $300,000 in total state financial assistance
during its fiscal year, it shall arrange for an annual independent financial audit in
accordance with generally accepted government auditing standards of that fiscal year.
For purposes of this Article, the COUNTY shall comply with the applicable OMB
Circulars with the following modifications: All references to "Federal Grantor
Agency(ies)" shall be expanded to read "Federal or State Grant Agency(ies)." All
references to "Federal Grant Funds" or "Federal Assistance" shall be expanded to read
"Federal and State Assistance;" "Federal Law" shall be expanded to read "Federal or
State Law;" and all references to "Federal Government" shall be expanded to read
"Federal or State Government," as applicable.
In procuring any audit services required by this contract and/or by law, the COUNTY
shall comply with applicable state procurement procedures, as well as any
requirements found in UGMS regarding such procurement.
The COUNTY shall submit to the OAG two (2} bound copies of any and all applicable
audit reports, management letters, and management responses. Such reports, letters,
and responses must be submitted on or before whichever of the following dates occurs
first:
a. thirty (30) days after the issuance of the audit report;
b. within nine (9) months after the end of the audited fiscal year for those
COUNTY whose fiscal year begins on or after October 1.
The COUNTY shall provide physical access, without prior notice, and shall direct any
contractor and subcontractor to likewise grant access to all program delivery sites to
representatives of the State of Texas and or the OAG.
4.4 Reimbursement; COUNTY Service Contract. Upon evidence of satisfactory
compliance with the terms and conditions of this Agreement, the OAG will reimburse
COUNTY such actual, reasonable and necessary amounts expended, subject to the
limitations in Section 4.1, for the COUNTY Service Contract.
8
4.5 Advance Funding to COUNTY. In lieu of the reimbursement processes
addressed above, the OAG will provide limited, advance funding to COUNTY, if the
COUNTY states in writing that advance funding is required for implementation.
The OAG will provide an advance funding to COUNTY for the each payment milestone
in the COUNTY Service Contract as follows: (1) an amount equal to the payment
milestone 1 will be advanced to COUNTY no sooner than thirty (30) calendar days prior
to the payment milestone becoming due and payable under the COUNTY Service
Contract; (2) an amount equal to the payment milestone 2 will be advanced to
COUNTY no sooner than thirty (30) calendar days prior to payment milestone becoming
due and payable under the COUNTY Service Contract.
The COUNTY must submit an invoice to the OAG specifically requesting an advance
funding, the amount of the payment and the invoice must state the date that the work
underlying the payment milestone will be completed. The COUNTY should submit an
invoice to the OAG no sooner than forty-five (45) days and no later than thirty (30) days
before the COUNTY needs to receive the funding.
5. Invoice for Reimbursable Cost
5.1 Form of Invoice. The form of any invoice for reimbursement of expenses
submitted under this section must comply with such invoicing requirements and such
detail and supporting documentation that the OAG may from time to time require. The
OAG is under no obligation to reimburse COUNTY if supporting documentation is not
provided on a timely basis.
Each invoice presented must include the OAG's contract number. The invoice must
identify COUNTY vendor identification number, a description of the expense, and a
notation that the requested reimbursement in regards to the Crime Victim Services
Division, Victim Notification Services Grants.
The invoices must be submitted to:
Attn.: Contract Processing
Office of the Attorney General
Accounting Division, Mail Code 003
Post Office Box 12548
Austin, Texas 78711-2548
5.2 Timing of Invoice. The COUNTY shall submit its claims for reimbursement to
the OAG within twenty (20) calendar days following the end of the month that a
reimbursable expenditure was incurred. The COUNTY may submit amake-up claim as
a final close-out invoice not later than the earlier of (1) forty-five (45) calendar days after
termination; or (2) forty-five (45) calendar days after the end of a state fiscal biennium.
9
5.3 Direct Deposit. The COUNTY may make a written request to the OAG to be
placed on Direct Deposit status by completing and submitting to the OAG the State
Comptroller's Direct Deposit Authorization Form. After the direct deposit request is
approved by the OAG and the setup is completed on the Texas Identification Number
System by the State Comptroller's Office, payment will be remitted by direct deposit and
the OAG will discontinue providing the COUNTY with copies of reimbursement
vouchers.
5.4 Excess Payments; Refund; Setoff. Payment under this Agreement will not
foreclose the right of the OAG to recover excessive or unallowable payments from the
COUNTY. The COUNTY shall refund to the OAG within thirty (30) calendar days from
date of request any funds the COUNTY claims and receives from the OAG for the
reimbursement of costs which are subsequently determined by the OAG to be ineligible
for reimbursement.
The OAG will have the right to withhold all or part of any future payments to the
COUNTY to offset any reimbursement made to the COUNTY for any ineligible
expenditures not yet refunded to the OAG by COUNTY. The OAG may withhold
reimbursement(s) from either this contract or an expired contract between the parties
with the same funding source, in amounts necessary to fulfill the repayment obligations
of the COUNTY.
6. AGREEMENT TERM
6.1 Initial Term. This term of this Agreement shall commence on the final approval,
execution by the OAG and the delivery of this grant contract to COUNTY and terminate
on August 31, 2005, unless terminated earlier as provided by another provision of this
Agreement. No commitment of grant funds is permitted prior to the first day or
subsequent to the last day of the Initial Term. Nothing herein shall prevent the parties
from revising the term of this Agreement by a written amendment.
6.2 Renewal Term. Subject to the availability of future grant funds for this
Agreement, this Agreement may be renewed for an additional period to coincide with
the term of future appropriations for the purposes of this Agreement. Such renewal
shall be by a written amendment and executed with the same formalities as this
Agreement.
7. TERMINATION
7.1 Termination for Convenience. Either Party may, in its sole discretion,
terminate this Agreement in whole or in part, without recourse, liability or penalty, upon
thirty (30) calendar days notice to other party.
10
7.2 Termination for Cause. In the event that COUNTY fails to perform its
obligations according to the provisions of this Agreement, or fails to comply with any of
the terms or conditions of this Agreement, the OAG may, upon written notice of default
to COUNTY, immediately terminate all or any part of this Agreement. Termination is
not an exclusive remedy, but will be in addition to any other rights and remedies
provided in equity, by law, or under this Agreement.
7.3 Rights Upon Termination or Expiration. Upon termination of the Agreement
for cause, all work product, Deliverables, equipment, all files, records, reports, data,
intellectual property license or right and other documents obtained, used, prepared or
otherwise developed by COUNTY in the performance of the scope of work authorized
by this Agreement shall vest in the OAG, and upon request of the OAG shall be
delivered to the OAG within thirty (30) business days after expiration or termination. The
OAG is granted the unrestricted right to use, copy, modify, prepare derivative works,
publish and distribute, at no additional cost to the OAG, in any manner the OAG deems
appropriate in its sole discretion, any component of the work product or other
deliverable made the subject of this Agreement.
8. Intellectual Property. The COUNTY understands and agrees that where funds
obtained under this Agreement may be used to produce original books, manuals, films,
or other original material and intellectual property, the COUNTY may copyright such
material subject to the royalty-free, non-exclusive, and irrevocable license which is
hereby reserved to the OAG, or state government. The OAG is granted the
unrestricted right to use, copy, modify, prepare derivative works, publish and distribute,
at no additional cost to the OAG, in any manner the OAG deems appropriate in its sole
discretion, any component of such intellectual property made the subject of this
Agreement.
The COUNTY may publish at its expense the results of its contract performance if it first
obtains prior OAG review of that publication. Any publication (written, visual, or sound)
must include acknowledgment of the support received from the OAG and the
appropriate state grant, if applicable. At least three (3) copies of any such publication
must be provided to the OAG. The OAG reserves the right to require additional copies
before or after the initial review. All copies shall be provided to the OAG free of charge.
9. AUDIT RIGHTS; RECORDS RETENTION
9.1 Duty to Maintain Records. COUNTY shall maintain adequate records to
support its charges, procedures, and performances to OAG for all work related to this
Agreement. COUNTY also shall maintain such records as are deemed necessary by
the OAG, OAG's auditor, the OAG and auditors of the State of Texas, the United
States, or such other persons or entities designated by the OAG, to ensure proper
accounting for all costs and performances related to this Agreement.
11
9.2 Records Retention. COUNTY shall maintain and retain for a period of four (4)
years after the submission of the final expenditure report, or until full and final resolution
of all audit or litigation matters which arise after the expiration of the four (4) year period
after the submission of the final expenditure report, whichever time period is longer,
such records as are necessary to fully disclose the extent of services provided under
this Agreement, including but not limited to any daily activity reports and time
distribution and attendance records, and other records that may show the basis of the
charges made or performances delivered.
9.3 Audit Trails. COUNTY shall maintain appropriate audit trails to provide
accountability for updates to mission critical information, charges, procedures, and
performances. Audit trails maintained by COUNTY will, at a minimum, identify the
supporting documentation prepared by COUNTY to permit an audit of the system by
tracing the activities of individuals through the system. COUNTY's automated systems
must provide the means whereby authorized personnel have the ability to audit and to
verify contractually required performances and to establish individual accountability for
any action that can potentially cause access to, generation of, or modification of
confidential information. COUNTY agrees that COUNTY's failure to maintain adequate
audit trails and corresponding documentation shall create a presumption that the
services or performances were not performed.
9.4 Access. COUNTY shall grant access to all paper and electronic records, books,
documents, accounting procedures, practices, and any other items relevant to the
performance of this Agreement and the operation and management of COUNTY to the
OAG, the State of Texas, the United States, or such other persons or entities
designated by OAG for the purposes of inspecting, auditing, or copying such items. All
records, books, documents, accounting procedures, practices, and any other items, in
whatever form or media, relevant to the performance of this Agreement shall be subject
to examination or audit in accordance with all contract pertormances and duties, all
applicable state and federal laws, regulations or directives, by the OAG, the State of
Texas, the United States, or such other persons or entities designated by OAG.
COUNTY will direct any contractor to discharge COUNTY's obligations to likewise
permit access to, inspection of, and reproduction of all books and records of the
subcontractor(s) that pertain to this Agreement.
9.5 Location. Any audit of documents listed in Section 9.4 shall be conducted at the
COUNTY's principal place of business and/or the location(s) of the COUNTY's
operations during the COUNTY's normal business hours and at the OAG's expense.
COUNTY shall provide to OAG and such auditors and inspectors as OAG may
designate in writing, on COUNTY's premises (or if the audit is being performed of a
subcontractor, the subcontractor's premises if necessary) space, office furnishings
(including lockable cabinets), telephone and facsimile services, utilities and
office-related equipment and duplicating services as OAG or such auditors and
inspectors may reasonably require to perform the audits described in this Section 9.
12
9.6 Reimbursement. If an audit or examination reveals that COUNTY's invoices for
the audited period are not accurate, COUNTY shall promptly reimburse OAG for the
amount of any overcharge, unallowable or excessive amount.
9.7 Reports. COUNTY shall provide to OAG periodic status reports in accordance
with OAG's audit procedures regarding COUNTY's resolution of any audit-related
compliance activity for which COUNTY is responsible.
10. Independent Contractor Status and General Liability Provision. COUNTY
shall be deemed to be an independent contractor hereunder and shall not be
considered or permitted to be an agent, servant, joint venturer, joint enterpriser or
partner of OAG. COUNTY agrees to take such steps as may be necessary to ensure
that each contractor of COUNTY will be deemed to be an independent contractor and
will not be considered or permitted to be an agent, servant, joint venturer, joint
enterpriser or partner of OAG. All persons furnished, used, retained, or hired by or on
behalf of COUNTY or any of its subcontractors shall be considered to be solely the
employees or agents of COUNTY or such subcontractor, and COUNTY shall be
responsible for ensuring that there is payment of any and all unemployment, social
security, and other payroll taxes for such persons, including any related assessments or
contributions required by law.
11. Publicity. COUNTY not shall use the other OAG's name or refer to the other
Party directly or indirectly in any media release, public announcement or public
disclosure relating to this Agreement or any acquisition pursuant hereto, including in
any promotional or marketing materials, without consent from the OAG for each such
use or release.
12. Amendment. This Agreement shall not be modified, amended or in any way
altered except by an instrument in writing signed by authorized personnel of the Parties
for that express purpose. All amendments or modifications of this Agreement shall be
binding upon the Parties despite any lack of consideration. Any attempted amendment
or modification of this Agreement that does not comply with this Section will be deemed
void.
13. Non-waiver. The failure of any party to insist upon strict performance of any of
the terms or conditions herein, irrespective of the length of time for which such failure
shall continue, shall not be a waiver of that party's right to demand strict compliance in
the future. No consent or waiver, express or implied, to or of any breach or default in
the performance of any obligation under this Agreement shall constitute a consent or
waiver to or of any breach or default in the performance of the same or any other
obligation of this Agreement. No term or provision of this Agreement or of any
document incorporated herein by reference shall be deemed waived and no breach
shall be deemed excused unless such waiver or consent shall be in writing and signed
by the Party claimed to have waived or consented.
13
14. Partial Invalidity. If any term or provision of this Agreement, or of any
document incorporated herein by reference is found to be illegal or unenforceable then,
notwithstanding such illegality or unenforceability, this Agreement, and each
incorporated document, shall remain in full force and effect and such term or provision
shall be deemed to be deleted.
15. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one
and the same instrument.
17. Entire Agreement. This Agreement reflects the entire agreement between the
Parties with respect to the subject matter therein described, and there are no other
representations, understandings or agreements between the Parties relative to such
subject matter.
18. Governing Law; Venue. This Agreement is made and entered into in the State
of Texas, and this Agreement and all disputes arising out of or relating thereto shall be
governed by the laws of the State of Texas, without regard to any otherwise applicable
conflict of law rules or requirements.
Except where state law establishes mandatory venue, COUNTY agrees that any action,
suit, litigation or other proceeding (collectively "litigation") arising out of or in any way
relating to this Agreement, or the matters referred to therein, shall be commenced
exclusively in the Travis County District Court or the United States District Court in the
Western District and Austin Division, and to the extent permitted by law, hereby
irrevocably and unconditionally consent to the exclusive jurisdiction of those courts for
the purpose of prosecuting and/or defending such litigation. COUNTY hereby waives
and agrees not to assert by way of motion, as a defense, or otherwise, in any suit,
action or proceeding, any claim that (a) COUNTY is not personally subject to the
jurisdiction of the above-named courts, (b) the suit, action or proceeding is brought in
an inconvenient forum or (c) the venue of the suit, action or proceeding.
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19. Official Capacity. The Parties stipulate and agree that the signatories hereto
are signing, executing and performing this Agreement only in their official capacity.
Office of the Attorney General of
Texas
KERR COUNTY
Attorne General or his designee
Date: ti l ~ ~ d ~L
-Si`grr~ re County Judge \
` ~)
Printed Name
Date: 1 ~ l Z.- ` Z ~ c~ ~
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