Contract - ILA with multiple cities and housing authorities - 7/27/2017 INTERLOCAL COOPERATION AGREEMENT
FOR THE PROCUREMENT OF CONSULTING SERVICES RELATED TO
AN ASSESSMENT OF FAIR HOUSING
BY AND AMONG
CITY OF AUSTIN, TEXAS, CITY OF ROUND ROCK,TEXAS,CITY OF
PFLUGERVILLE, TEXAS,TRAVIS COUNTY, TEXAS,WILLIAMSON
COUNTY,TEXAS,HOUSING AUTHORITY OF THE CITY OF AUSTIN,
HOUSING AUTHORITY OF THE CITY OF GEORGETOWN,HOUSING
AUTHORITY OF THE CITY OF ROUND ROCK,HOUSING AUTHORITY OF
THE CITY OF TAYLOR,AND HOUSING AUTHORITY OF TRAVIS COUNTY
This INTERLOCAL COOPERATION AGREEMENT FOR THE PROCUREMENT OF
CONSULTING SERVICES RELATED TO AN ASSESSMENT OF FAIR HOUSING BY AND AMONG
CITY OF AUSTIN,TEXAS,CITY OF ROUND ROCK,TEXAS,CITY OF PFLUGERVILLE,
TEXAS,TRAVIS COUNTY,TEXAS,WILLIAMSON COUNTY,TEXAS,HOUSING AUTHORITY
OF THE CITY OF AUSTIN,HOUSING AUTHORITY OF THE CITY OF GEORGETOWN,
HOUSING AUTHORITY OF THE CITY OF ROUND ROCK,HOUSING AUTHORITY OF THE
CITY OF TAYLOR,AND HOUSING AUTHORITY OF TRAVIS COUNTY(the "Agreement") is
entered into by the following parties: the City of Austin, Texas, a municipal corporation
and political subdivision of the state of Texas ("Austin"),the City of Round Rock, Texas,
a municipal corporation and political subdivision of the state of Texas ("Round Rock"),
the City of Pflugerville, Texas, a municipal corporation and political subdivision of the
state of Texas("Pflugerville"), Travis County, Texas, a political subdivision of the State of
Texas ("Travis County"), Williamson County, Texas, a political subdivision of the State
of Texas ("Williamson County"),the Housing Authority of the City of Austin("Austin
HA",the Housing Authority of the City of Georgetown("Georgetown HA"),the Housing
Authority of the City of Round Rock("Round Rock HA"),the Housing Authority of the
City of Taylor("Taylor HA"), and the Housing Authority of Travis County("Travis
County HA"). Collectively,Austin, Round Rock, Pflugerville, Travis County,
Williamson County,Austin HA, Georgetown HA, Round Rock HA, Taylor HA, and
Travis County HA shall be referred to as the "Parties,"individually a"Party."
RECITALS
Some of the Parties are participants in the federal Community Development Block Grant
Program(the"CDBG Program") in the greater Austin area. Some of the Parties are
administrators of the federal housing and/or Housing Choice Voucher(HCV)programs in
the greater Austin area. From its inception,the Fair Housing Act and subsequent laws
reaffirming its principles not only prohibited discrimination but also imposed a duty to
affirmatively further fair housing on participants in the CDBG Program and administrators
of the federal public housing and/or HCV program. The requirements to affirmatively
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further fair housing are found at 24 CFR §§5.150 through 5.180 and direct program
participants to submit an Assessment of Fair Housing to the United States Department of
Housing and Urban Development(the"HUD"). The final rule establishes an integrated
assessment and planning process to give program participants more effective means to
affirmatively further the purposes of the Fair Housing Act.
The Assessment(defined below) is intended to inform and guide participants' goal setting,
priorities and strategies to fulfill their duty of affirmatively furthering fair housing. The
Assessment is also intended to encourage joint and regional collaborations in identifying
and addressing cross jurisdictional housing challenges. For the purpose of evaluating fair
housing issues and contributing factors,the Parties' have identified Austin as the lead
entity for the consultant procurement process and contractual management of one regional
Assessment for the greater Austin area.
The Parties have the authority to enter into this Agreement through Texas Constitution,
Article 3, Sec. 64, and "The Interlocal Cooperation Act," Texas Government Code,
Chapter 791.
The Parties desire to combine their purchasing efforts in order to achieve greater efficiency
and cost-savings to all entities; to minimize duplication and maximize efficiency by
coordinating their efforts; and to eliminate multiple government solicitations and reduce
related expenses.
Travis County and Williamson County have the authority to provide for the care of
indigents and other qualified recipients (TEX. LOC. GOV'T. CODE, Sec. 81.028, and
other statutes) and to provide for public health, education and information services (Texas
Health and Safety Code Chapters 121 and 122, and other statutes) and desire to further
those services through the information to be collected under the Assessment,thus
achieving a public purpose.
Texas Local Government Code, Chapter 392 authorizes housing authorities established by
municipalities and counties to enter into this Agreement.
In consideration of the agreements, covenants and payments set forth in this Agreement,
the sufficiency of which are acknowledged,the Parties mutually agree to the following
terms and conditions.
AGREEMENT
1.0 DEFINITIONS. In this Agreement,
1.01 "Agreement Term" means the Initial Term and/or any subsequent Renewal
Term(s) or other period of time designated in writing as an Agreement Term by the Parties.
1.02 "Austin Council" means the City Council of the City of Austin.
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responsible for Austin's administration of this Agreement and all matters pertaining to this
Agreement.
3.02 Insurance. The Parties acknowledge and agree that each Party is self-
insured and will cover the needs of each Party respectively,pursuant to applicable
generally accepted business standards. Each Party shall require all subcontractors
providing services under this Agreement to have insurance coverage sufficient to cover the
needs of the Parties and/or subcontractor pursuant to applicable generally accepted
business standards. Austin's Risk Manager will determine and review the insurance
requirements of any Consultant.
4.0 SCOPE OF AGREEMENT
4.01 Purpose. The Parties agree to work cooperatively to develop the terms of a
mutually agreed Request for Qualifications which will be released and processed by Austin
to procure the Consultant services necessary to perform the Assessment described in this
Agreement in order to achieve cost savings and efficiencies by eliminating multiple
government solicitations and reducing administrative and overhead costs of both suppliers
and Parties. The Parties agree that the Assessment will provide information necessary for
all Parties to better provide the services and activities which each entity is authorized to
provide. The Assessment will meet all requirements set forth in the Fair Housing Act, as
amended,the regulations of the act,the Affirmatively Furthering Fair Housing Rule
released in 2015, and any other HUD guidelines.
4.02 Applicable Law. All procurement under this Agreement shall be
conducted in accordance with all applicable statutes, ordinances,rules and regulations and
policies that govern Austin's procurement practices.
4.03 Solicitation.
4.03.1 Coordination. Each Representatives will coordinate all procurement
efforts under this Agreement with the Austin Department,primarily focused on the
development of the Scope of Work.
4.03.2 Notice. The Austin Department shall provide the Representatives
with notice of the initiation of the procurement process with sufficient time for each
Representative to respond with input as to the particular procurement.
4.03.3 Information.
(a) Opportunity to Provide Information. Upon reasonable
request by a Representative, and subject to convenience, each
Representative shall have the opportunity to make available and provide
information and requirements relating to the procurement which is the
subject of this Agreement to the Austin Department upon notice that such
procurement has been initiated.
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1.03 "Austin Department" means Austin's Neighborhood Housing and
Community Development Department or successor department or office.
1.04 "Austin Purchasing Officer" means Austin's Purchasing Office Officer, or
the officer's successor or designee.
1.05 "Austin Risk Manager"means Austin's Risk Manager, or the manager's
successor or designee.
1.06 "Bid Specifications" means the documents prepared by the City to solicit
consultant(s)from whom to purchase services under this Agreement.
1.07 "Travis Commissioners Court" means the Commissioners Court of Travis
County.
1.08 "Consultant" means the individual/company providing goods or services
related to the Assessment under a contract entered into pursuant to this Agreement.
1.09 "Fiscal Year" means that time period which begins October 1 and ends on
the next following September 30.
1.10 "Assessment" means the completion of the work described in this
Agreement, including Austin's costs to procure the Consultant and administer the
Consultant contract and this Agreement, and costs of the specific services provided and
fees paid or payable in the contract with the Consultant.
1.11 "Representative" means each Parties' initially or subsequently authorized
representative assigned by an authorized official of each Party to serve as the single point
of contact to coordinate procurement of the Consultant with the Austin Department;
individually, a"Representative."
2.0 TERM
2.01 Agreement Term. This Agreement will commence when executed by all
Parties, and terminate on the earlier of(a)HUD's acceptance of the Assessment, or(b)31
August 2019.
3.0 ADMINISTRATION AND SUPPORT
3.01 Administration and Issuance of Solicitation. The Parties agree that
Austin will be the Party issuing the solicitation and entering into the contract for the
Assessment with the Consultant. The Austin's procurement policies and procedures will
apply to this procurement. Austin designates the Austin Department as the department
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(b) Review. Each Representative shall have the opportunity to
review and comment on any procurement documents, including the Scope
of Work,prior to release. Austin must not release any bid document until
all Representatives have approved the content in writing. Parties will be
given the opportunity to review and approve the final document, including
all attachments,prior to release of the bid document,to ensure that all
appropriate provisions required by each Representative have been included.
4.03.4 Issuance Procedure. Austin shall coordinate all procurement
processes through the Austin Purchasing Officer, including the posting of
advertisements and receiving of all responses. Copies of any advertisements and
other related documents shall be provided to each Party in a timely manner.
4.03.5 Review of Response(s). The Austin Department shall provide
opportunity for each Representative to have input concerning responses to the
procurement issuance and final award of contract(s) as a result of that procurement
process. Each Representative may assign one staff person to participate on the
evaluation committee to determine the Consultant selected and in the negotiations
of the final contract. Austin must not award a contract under this Agreement until
all Representatives have agreed in writing on the Consultant to be awarded the
contract and the terms of that contract.
4.03.6 Materials and Publications. The Parties agree that any publications
or other materials produced pursuant to this Agreement and the resulting
Assessment will be jointly owned by all Parties. All Parties and the Consultant will
comply with the applicable standard patent rights clauses in 37 Code of Federal
Regulations, Section 401.13 or Federal Acquisition Regulations, Section 52.227.1.
All reports, charts, schedules, or other materials submitted by Consultant under the
terms of this Agreement, and all work performed under this Agreement shall be the
property of all Parties. Any Party may publish the results of this Agreement
performance at their own expense. Any publication or other use shall include
acknowledgement of any support received from the other Parties and the
appropriate reference to any copyright. Subject to rights of third parties and
compliance with confidentiality or privacy laws, each Party hereby grants the other
Parties an irrevocable, non-exclusive, non-transferable and royalty-free license to
use,reproduce,publish, revise and make disposition of,prepare derivative works
from, distribute to the public, to perform and display publicly, for or on behalf of
that Party according to law, any material (including software)that may be
developed as part of the work under this Agreement,provided that it is an original
work of authorship under the U. S. Copyright Act.
4.04 Assessment Costs and Payment.
4.04.1 Joint Costs. Parties agree to share the costs for the Assessment's
Consultant fees as stated more particularly below. Each Party will make payments
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lessor of: (i) 1.0% of the total actual costs of the Assessment, or(ii)
THREE THOUSAND AND NO/100 DOLLARS($39000.00).
4.04.2.9 Housing Authority of Cily of Taylor Costs. Subject to
Section 4.04.1 above, Taylor HA agrees to reimburse Austin the lessor of-
(i)
f(i) 1.7% of the total actual costs of the Assessment, or(ii)FivE
THOUSAND AND NO/100 DOLLARS($55,000.00).
4.04.2.10 Housing Authority of Travis Coggly Costs. Subject
to Section 4.04.1 above, Travis County HA agrees to reimburse Austin the
lessor of: (i) 8.5% of the total actual costs of the Assessment, or(ii)
TWENTY-FIVE THOUSAND AND NO/100 DOLLARS($259000.00).
4.04. 3 Payment. Each Party shall make payments for a final invoice for
performance of governmental functions and services under this Agreement and the
resulting Consultant contract from current revenue funds available to each Party and
set aside for this purpose. The Parties agree that the payment made under this
Contract is in an amount that will fairly compensate Austin for services provided,
either directly by Austin or indirectly by subcontract. Each Party will pay Austin
within forty-five (45) calendar days of receipt of a full and complete invoice for
services provided by Austin and Consultant under this Agreement.
4.04.4 Invoice Content. The invoice will show, at a minimum:
(i) total costs billed by Consultant,
(ii) Austin's services provided related to those costs,
(iii) amount paid or obligated to be paid by Austin; and
(iv) amount due from each Party based on the prorated
percentage share each Party is obligated to pay, subject to each Party's maximum
payment amount, all as set forth in Section 4.04.2 of this Agreement.
4.05 Monitoring. Each Party shall allow the regular monitoring of operation of
any services provided pursuant to this Agreement by the other Parties; and each Party shall
have the right to conduct periodic on-site monitoring of the other's compliance with the
terms of this Agreement. Monitoring by any Party shall be accomplished with as little
disruption to the operation of the other Party as possible. After any monitoring visit, a
written report may be provided if any deficiencies are noted, with provision for correction
of such deficiencies within thirty(30) calendar days of receipt of such notice.
5.0 RETENTION AND ACCESSIBILITY OF RECORDS
5.01 Austin Retention. Unless otherwise specified herein,Austin shall maintain
all fiscal records and documentation for all expenditures pertaining to this Agreement in a
readily available state and location until an audit in conformance with generally accepted
accounting principles and procedures for governmental organizations is completed and all
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of those costs from current revenues available to each Party. The Parties agree that
the total cost of the Assessment will not exceed TWO HUNDRED NINETY-THREE
THOUSAND AND NO/100 DOLLARS($293,000.00), with each Party paying a specific
prorate amount based on the percentages and not to exceed the maximum amounts
which are both set forth in Section 4.04.2.
4.04.2 Share of Total Costs. Each Party is obligated to pay the following
amounts:
4.04.2.1 City of Austin Costs. Austin agrees to pay the lessor of-
(i)
f(i)25.6% of the total actual costs of the Assessment, or(ii) SEVENTY-
FIVE THOUSAND AND NO/100 DOLLARS($759000.00).
4.04.2.2 Cily of Pflugerville Costs. Subject to Section 4.04.1
above,Pflugerville agrees to reimburse Austin the lessor of: (i)8.5% of
the total actual costs of the Assessment, or(ii)TWENTY-FIVE THOUSAND
AND No/100 DOLLARS($25,000.00).
4.04.2.3 City of Round Rock Costs. Subject to Section 4.04.1
above, Round Rock agrees to reimburse Austin the lessor of: (i) 8.5% of
the total actual costs of the Assessment, or(ii)TWENTY-FIVE THOUSAND
AND No/100 DOLLARS($259000.00).
4.04.2.4 Travis County Costs. Subject to Section 4.04.1 above,
Travis County agrees to reimburse Austin the lessor of (i)20.5% of the
total actual costs of the Assessment, or(ii) SIXTY THOUSAND AND No/100
DOLLARS($609000.00).
4.04.2.5 Williamson County Costs. Subject to Section 4.04.1
above, Williamson County agrees to reimburse Austin the lessor of: (i)
11.9% of the total actual costs of the Assessment, or(ii) THIRTY-FIVE
THOUSAND AND No/100 DOLLARS($35,000.00).
4.04.2.6 Housing Authority of the City of Austin Costs. Subject
to Section 4.04.1 above, Austin HA agrees to reimburse Austin the lessor
of. (i) 11.9% of the total actual costs of the Assessment, or(ii) THIRTY-
FIVE THOUSAND AND NO/100 DOLLARS($35,000.00).
4.04.2.7 Housing Authority of City of Georgetown Costs. Subject
to Section 4.04.1 above, Georgetown HA agrees to reimburse Austin the
lessor of: (i) 1.7% of the total actual costs of the Assessment, or(ii) FIVE
THOUSAND AND No/100 DOLLARS($5,000.00).
4.04.2.8 Housing Authority of City of Round Rock Costs. Subject
to Section 4.04.1 above, Round Rock HA agrees to reimburse Austin the
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questions arising from it are resolved satisfactorily or four(4)years from after the end of
the Agreement period, whichever occurs later.
5.02 Access. Subject to applicable laws,Austin shall give the other Parties, or any
Party's duly authorized representatives, access to and the right to examine all books, accounts,
records,reports, files, and other papers,things, or property belonging to or in use by Austin
pertaining to this Agreement at reasonable times and for reasonable periods. These rights to
access shall continue as long as the records are retained by Austin.
5.03 Representatives to Contract. An authorized official of each Party must deliver
within thirty(30) calendar days following execution of this Agreement in writing to the Austin
Department the name,title, and contact information of the Party's Representative. The Austin
Department upon receipt will distribute to all Parties an initial or updated list of the Parties and
the contact information for each Parties' Representative.
5.04 Access/Claims.
5.04.1 Notice. If there is any incident in which claims are made against any
Party or Party's employee, as a result of the activities performed under this Agreement,
the Party against whom the claim is made shall give each Representative or their
designees full and reasonable access to and the right to examine documentation related to
this matter at reasonable times and for reasonable periods with these rights to access
continuing until all claims are resolved or three years after the termination of this
Agreement, whichever is later.
5.04.2 Address. The address for notice provided under this Section 5.05 shall be
delivered either personally or by mail and shall be directly sent to the address set forth in
Section 11.0 of this Agreement.
5.05 Exclusions. The Parties agree that the terms of Section 5.0, "Retention and
Accessibility of Records," and Section 6.0, "Audit," specifically exclude the required disclosure
by any Party of confidential information, including attorney work product and/or attorney/client
communication.
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threatened to institute any type of action or proceeding; the basis of the claim, action or
proceeding; the court or administrative tribunal, if any, where the claim, action or proceeding
was instituted; and the name or names of any person against whom this claim is being made or
threatened. This written notice shall be given in the manner provided in Section 11.0 of this
Agreement. Except as otherwise directed,the party against whom the claim has been made shall
furnish to the other party copies of all pertinent papers received by that party with respect to
these claims or actions.
8.0 TERMINATION
8.01 Termination. Unless otherwise specified herein, any Party shall have the right to
terminate its participation in this Agreement, in whole or in part, at any time before the date of
termination for the following reasons:
8.01.1 During a Party's budget planning and adoption process, a Party fails to
provide funding for the Agreement during the next Agreement period;
8.01.2 A party fails to comply with any term or condition of this Agreement;
8.01.3 Grant funding upon which services under this Agreement are being
provided ceases to be available to any Party.
8.01.4 A Party is unable to conform to changes required by federal, state or local
laws or regulations.
8.02 Mutual Termination. The parties have the right to terminate this Agreement
when the Parties agree that the continuation of the activities funded under this Agreement would
not produce beneficial results commensurate with the further expenditure of funds;provided that
all Parties agree, in writing,upon the termination conditions, including the effective date of the
termination and, in the case of partial termination,the portion of the contract to be terminated.
8.03 Termination Procedure. In the case of termination based on Section 8.01.1,
8.01.3, or 8.01.4 and at least thirty(30) calendar days prior to the effective date of termination,
the Party seeking termination shall notify the other Parties of the reasons for termination,the
effective date of termination, and, in the case of a partial termination,the portion of the
agreement to be terminated. In the case of termination based on Section 8.01.2, if any Party
defaults in the performance of its obligations (including compliance with any covenants)under
this Agreement and such default is not cured within thirty(30) calendar days of the receipt of
written notice thereof, then the non-defaulting Parties shall have the right(in addition to any
other rights that it may have)by further written notice to terminate the Agreement on any future
date that is not less than thirty (30) calendar days from the date of that further notice.
8.04 Rights Surviving Termination. If any Party terminates this Agreement in whole
or in part,Austin has the right to receive payment for all purchases provided before the date of
termination and not previously paid.
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6.0 AUDIT
6.01 Audit. Except as otherwise provided herein, each Party has the right to conduct a
financial and compliance audit of the performance of this Agreement on an annual basis. Austin
agrees to permit any other Party or its authorized representative, or any authorized representative
of any other governmental agency with a direct interest in services provided under this
Agreement,to audit the records that relate to this Agreement and to obtain and make available
for inspection, audit or reproduction any documents,materials, or information necessary to
facilitate such audit. Austin shall take whatever action is appropriate to facilitate the
performance of any audits conducted pursuant to this Agreement. This includes,to the extent
such detail will properly reflect, all costs: direct and indirect costs of labor, material, equipment,
supplies, and services and all other costs and expenses of whatever nature for which
reimbursement is claimed under provisions of this Agreement or services provided under this
Agreement. Austin agrees to provide other Parties or authorized representatives and
representatives from any governmental agency related to Grant funds full and complete access to
all records related to Grant activities as necessary to complete any audits required or requested
pursuant to the Grant terms.
7.0 INDEPENDENT ENTITY AND ACKNOWLEDGEMENT OF
RESPONSIBILITIES
7.01 Independent Entities. The Parties expressly acknowledge and agree that each
Party is an independent entity and each assumes all the rights, obligations, and liabilities
applicable to it as an independent entity. No employee of any Party shall be considered an
employee, agent, or representative of any other Party or gain any rights against any other Party
pursuant to any other Party's personnel policies. The relationship of the Parties under this
Agreement is not and shall not be construed or interpreted to be a partnership,joint enterprise or
joint venture. No Party shall have the authority to make any statements,representations or
commitments of any kind, or to take any action which shall be binding on the other Parties or
which shall hold itself out to be binding on the other Parties.
7.02 Responsibilities. No Party shall be liable for any claims, damages or attorney
fees arising from any negligence or unlawful acts of any other Party or other Party's employees
in relation to this Agreement. Parties acknowledge that each entity is otherwise responsible for
any claims or losses from personal injury or death or property damages that were caused by the
acts or omissions of that entity, its agents,employees, or representatives in the performance of
the services and activities under this Agreement; and that each entity will be responsible for the
handling of the portion of any claim which is based solely on the assertion that a policy of that
entity is illegal or unenforceable in any way.
7.03 Claims Notification. If any claim, or other action, including proceedings before
an administrative agency, is made or brought by any person, firm, corporation, or other entity
against any Party; the party against whom the claim or other action is made shall give written
notice to the other Parties of the claim, or other action within three(3)working days after being
notified of it or the threat of it. Such notice shall include the name and address of the person,
firm, corporation or other entity that made or threatened to make a claim, or that instituted or
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8.05 Right to Assurance. Whenever one Party to this Agreement in good faith has
reason to question another Party's intent to perform,the demanding Party may demand that the
other Party provide written assurance of its intent to perform. In the event a demand is made
under this Section 8.05, and the other Party gives no such written assurance within thirty(30)
calendar days of receipt of the written notice of such demand,the demanding Party may treat this
failure as an anticipatory repudiation of this Agreement.
9.0 MISCELLANEOUS PROVISIONS
9.01 Civil Rights/ADA Compliance. Each Party shall provide, or contract to provide,
all services and activities under this Agreement in compliance with the Constitutions of the
United States and Texas and with all applicable federal, state and local orders, laws,regulations,
rules,policies and certifications governing any activities undertaken during the performance of
this Agreement including, but not limited to: Title VI of the Civil Rights Act of 1964, as
amended,the Rehabilitation Act of 1973, Public Law 93-1122, Section 504 (29 U.S.C., Section
794),the provisions of the Americans With Disabilities Act of 1990, Public Law 101-336
[S.933], Chapter 73, Texas Administrative Code, Section 85.113 (relating to workplace and
confidentiality guidelines regarding AIDS and HIV), and the Health Insurance Portability and
Accountability Act of 1996 (HIPAA). No Party shall discriminate against any employee,
applicant for employment, or Client based on race,religion, color, sex, national origin, age or
handicapped condition.
9.02 Non-Waiver. No payment, act or omission by a Party may constitute or be
construed as a waiver of any breach or default of any other Party which then exists or may
subsequently exist. The failure of any Party to exercise any right or privilege granted in this
Agreement shall not be construed as a waiver of that right or privilege.
9.03 Reservation of Rights and Remedies. All rights of each Party under this
Agreement are specifically reserved and any payment, act or omission shall not impair or
prejudice any remedy or belonging right to each Party under it. Any right or remedy in this
Agreement shall not preclude the exercise of any other right or remedy under this Agreement or
under any law, nor shall any action taken in the exercise of any right or remedy be deemed a
waiver of any other rights or remedies.
9.04 Binding Agreement. This Agreement shall be binding upon the successors,
assigns, administrators, and legal representatives of the parties to this Agreement.
9.05 Entire Agreement. All oral and written agreements between the Parties to this
Agreement relating to the subject matter of this Agreement that were made prior to the execution
of this Agreement have been reduced to writing and are contained in this Agreement.
9.06 Law and Venue. This Agreement is governed by the laws of the State of Texas.
Venue for any dispute arising out of this Agreement will lie in the appropriate courts of Travis
County, Texas.
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9.11.3 Headings. The headings at the beginning of the various provisions
of this Agreement have been included only to make it easier to locate the subject matter
covered by that section or subsection and are not to be used in construing this Agreement.
9.12 Compliance With Applicable Law. In the performance of the services required
of each Party pursuant to this Agreement, each Party agrees to comply with all applicable
federal, state, county and city statutes, ordinances, rules and regulations.
9.13 Immunity or Defense. It is expressly understood and agreed by all Parties that
neither the execution of this Agreement,nor any conduct of any Representative, shall be
considered to waive,nor shall it be deemed to have waived, any immunity or defense that would
otherwise be available to that Party against claims arising in the exercise of its governmental
powers and functions, nor shall it be considered a waiver of sovereign immunity to suit. It is
understood and agreed that a decision by one Party to waive immunity or to compensate a claim
for which immunity would have been a defense and would have operated to prevent payment
does not operate as a waiver or decision to compensate by the other Parties; nor will such action
by one Party operate to incur any expense or charge to the other Parties.
9.14 Agreement Limitation. This Agreement sets out the agreements and obligations
between the Parties only, and does not obligate any Party to any other Party's subcontractors or
to any third party. This Agreement creates no third party beneficiary rights.
9.15 Survival of Conditions. Applicable provisions of this Agreement shall survive
beyond termination or expiration of this Agreement until full and complete compliance with all
aspects of these provisions has been achieved where the Parties have expressly agreed that those
provisions should survive any such termination or expiration or where those provisions remain to
be performed or by their nature would be intended to be applicable following any such
termination or expiration.
9.16 Dispute Resolution/Mediation. Initial disputes and unresolved questions or
issues of any Party shall initially be presented by submission in writing the interested Party. If
satisfactory resolution cannot be achieved between the Parties within a reasonable time, and
should mediation be acceptable to both Parties in resolving a dispute arising under this
Agreement,the Parties agree to use the Dispute Resolution Center of Austin, Texas, as the
provider of mediators for mediation as described in the TEX. CIV. PRAC.AND REM. CODE,
Section 154.023. Unless all Parties to the dispute are satisfied with the result of the mediation,
the mediation will not constitute a final and binding resolution of the dispute. All
communications within the scope of the mediation shall remain confidential as described in
TEX. CN. PRAC. AND REM. CODE, Sec. 154.073, unless all Parties to the dispute agree, in
writing,to waive the confidentiality.
9.17 Public Purpose. By execution of this Agreement, the governing bodies of the
Parties hereby find that the needs to be addressed by the services to be provided under the terms
of this Agreement and specifically set forth in the attached Work Statements, constitute a
significant public concern impacting members of the population which the Parties serve. The
governing bodies further find that the provision of services to be provided by Austin pursuant to
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9.07 Severability. If any portion of this Agreement is ruled invalid by a court of
competent jurisdiction,the remainder of it shall remain valid and binding, and shall continue to
have full force and effect and shall in no way be impaired or invalidated by that holding.
9.08 Political Activity. No Party shall use any of the performance under this
Agreement or any portion of the Agreement funds for any activity related to the result of an
election for public office or any election, or the passage or defeat of any legislative measure.
This prohibition shall not be construed to prevent any official or employee of any Party from
furnishing to any member of its governing body upon request or to any other local or state
official or employee, or to any citizen, information in the hands of the employee or official not
considered under law to be confidential. No funds paid under this Agreement may be used
directly or indirectly to hire employees or in any other way fund or support candidates for the
legislative, executive or judicial branches of a governmental body.
9.09 Sectarian Activity. Each Party shall ensure that activities performed under this
Agreement shall be carried on in a manner free from religious influence. No Party shall execute
any agreement with any primarily religious organization to receive Agreement funds unless the
agreement includes provisions to effectuate this assurance. No Party's selection of a
subcontractor or expenditure of funds under this Agreement is an endorsement of the
subcontractor's charitable or religious character,practices or expressions. No expenditures have
as their objective the funding of sectarian worship, instruction or proselytization. Each Party
agrees to be bound by the provisions of Section 702 of the Civil Rights Act [42 U.S.C., Section
2000E-1(a)] regarding employment practices and Section 104 of the Personal Responsibility and
Work Opportunity Reconciliation Act of 1996 (8 U.S.C., Section 604a)regarding additional
rights and responsibilities for charitable and faith-based providers of social services, assisted
individuals and providers of such services.
9.10 Publicity. When appropriate, each Party shall publicize the services and
activities of other Parties under this Agreement. In any publicity prepared or distributed by or
for each Party,the multi-party funding through this Agreement shall be mentioned as having
made the project possible.
9.11 Interpretational Guidelines
9.11.1 Computation of Time. When any period of time is stated in this
Agreement,the time shall be computed to exclude the first day and include the last day of
the period. If the last day of any period falls on a Saturday, Sunday or a day that any
Party has declared a holiday for its employees these days shall be omitted from the
computation.
9.11.2 Number and Gender. Words of any gender in this Agreement shall
be construed to include any other gender and words in either number shall be construed
to include the other unless the context in the Agreement clearly requires otherwise.
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this Agreement will further the public purpose of addressing those health and human services
issues,problems and needs identified in this Agreement for identified individuals.
10.0 AMENDMENTS
10.01 Written Amendments. Unless specifically provided otherwise in this
Agreement, any change to the terms of this Agreement or any attachments to it shall be made in
writing and signed by all Parties. It is acknowledged by each Party that no officer, agent,
employee or representative of any Party has any authority to change the terms of this Agreement
or any attachments to it unless expressly granted that authority by that Party's governing body
10.02 Submission of Amendment. Any Party shall submit all requests for alterations,
additions or deletions of the terms of this Agreement or any attachment to it to the Austin
Department, with a copy to the Representatives for consideration. Requests for alterations,
additions or deletions of the terms of this Agreement by any Party shall be submitted to the
Austin Department,with a copy to the Austin Purchasing Officer.
11.0 NOTICES
11.01 Any notice required or permitted to be given under this Agreement by one party
to the others shall be in writing and shall be given and deemed to have been given immediately if
delivered in person to the address set forth in this Section 11.0 for the Party to whom the notice
is given, or on the third day following mailing if placed in the United States Mail,postage
prepaid,by registered or certified mail with return receipt requested, addressed to the Party at the
address hereinafter specified.
11.02 Address. The notice address for all Parties for all purposes under this Agreement
is:
11.02.1 The address for Austin:
City of Austin
Purchasing Officer
P. O. Box 1088
Austin, Texas 78767-1088
11.02.2 The address for Pflugerville:
City of Pflugerville
Purchasing Officer
P.O. Box 589
Pflugerville, Texas 78691-0589
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11.02.3 The address for Round Rock:
City of Round Rock
Purchasing Officer
221 East Main Street
Round Rock, Texas 78664
11.02.4 The address for Travis County:
Travis County, Texas
Purchasing Agent
P. O. Box 1748
Austin, Texas 78767
11.02.5 The address for Williamson County:
Williamson County, Texas
Purchasing Officer
710 South Main Street—Suite 101
Georgetown, Texas 78262
11.02.6 The address for the Austin HA:
Housing Authority of the City of Austin
Purchasing Director
1124 South IH-35
Austin, Texas 78704
11.02.7 The address for the Georgetown HA:
Georgetown Housing Authority
Attn: Executive Director/Nikki Brennan
P.O. Box 60
Georgetown, Texas 78627
11.02.8 The address for the Round Rock HA:
Housing Authority of the City of Round Rock
Purchasing Officer
1505 Lance Lane
Round Rock, Texas 78664
11.02.9 The address for the City of Taylor HA:
Housing Authority of the City of Taylor
Purchasing Officer
311-C East Seventh Street
Taylor, Texas 76574
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11.02.10 The address for the Travis County HA:
Housing Authority of Travis County
Purchasing Officer
502 East Highland Mall Boulevard—Suite 106-B
Austin, Texas 78752
11.03 Change of Address. Each Party may change the address for notice to it by giving
notice of the change in compliance with Section 11.0 and delivering a copy of the notice to the
Austin Department for attachment to this Agreement no later than ten(10)working days after the
effective date of the notice.
12.0 LEGAL AUTHORITY AND SIGNATORIES
12.01. Legal Authority to Enter Agreement.
12.01.1 Each Party guarantees that that Party possesses the legal authority
to enter into this Agreement,receive funds authorized by this Agreement, and to perform
the services each Party has obligated itself to perform under this Agreement. It is
acknowledged by each Party that no Representative, officer, agent, employee or other
representative of any Party has any authority to modify, alter or amend this Agreement
unless expressly granted that authority by the appropriate governing body.
12.02 Signors.
12.02.1. The person or persons signing this Agreement on behalf of a Party,
or representing themselves as signing this Agreement on behalf of a Party, do hereby
warrant and guarantee that he, she or they have been duly authorized by the Party to sign
this Agreement on behalf of the Party and to bind the Party validly and legally to all
terms,performances, and provisions in this Agreement.
13.0 PROHIBITIONS
13.01 Conflict of Interest. In performing duties under this Agreement, employees of
each Party must comply with the conflict of interest requirements and ethics provisions set forth
in the Austin City Code,Article 4 (a copy of which has been provided to all Parties). All Parties
shall comply with the conflict of interest provisions in Chapter 171 of the Texas Local
Government Code and other applicable laws.
13.02 Solicitation. All Parties warrant that no persons or selling agency was or has
been retained to solicit this Agreement upon an understanding for a commission,percentage,
brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial
selling agencies maintained by that Party to secure business. For breach or violation of this
warranty,the non-breaching Party shall have the right to terminate this Agreement without
liability, or, in its discretion, to, as applicable, add to or deduct from the Agreement price for
Page 116 - Interlocal Cooperation Agreement(Assessment of Fair Housing)
consideration, or otherwise recover the full amount of such commission,percentage,brokerage
or contingent fee.
13.03 Gratuities. No Party's employees, officers or agents may solicit or accept
gratuities, favors or anything of monetary value from subcontractors,potential subcontractors, or
a potential Consultant.
13.04 Nepotism. Each Party agrees that they will comply with TEX. GOVERNMENT
CODE ANN., Ch. 573,by ensuring that no officer, employee or member of the governing body
of that Party shall vote or confirm the employment of any person related within the second
degree by affinity or third degree by consanguinity to any member of the governing body or to
any other officer or employee authorized to employ or supervise such person.
14.0 ASSIGNABILITY
14.01 No party may assign any of the rights or duties created by this Agreement without
the prior written approval of the other Parties. It is acknowledged by each Party that no officer,
agency, employee or representative of any Party has any authority to grant such assignment
unless expressly granted that authority by the appropriate governing body.
15.0 FORCE MAJEURE.
15.01 No Party shall be financially liable to the other Parties for delays or failures to
perform under the Agreement where such failure is caused by force majeure (i.e. those causes
generally recognized under Texas law as constituting impossible conditions). Such delays or
failures to perform shall extend the period of performance until these exigencies have been
removed. The Party seeking to avail itself of this clause shall notify the other Parties in the
manner set forth in Section 11.0 within five (5)working days or otherwise waive the right as a
defense,unless notification is impractical under the circumstances, in which case notification
shall be done in as timely a manner as possible. Each Party agrees that breach of this provision
entitles each Party to reduce or stop payments or immediately terminate this Agreement.
Page 117 - Interlocal Cooperation Agreement(Assessment of Fair Housing)
Travis County HA:
Housing Authority of Travis County
By:
Name:
Title:
Date: / /2017
Page J 27 - Interlocal Cooperation Agreement(Assessment of Fair Housing)
EXECUTED in duplicate originals effective the date of the last Party to execute this Agreement.
Austin:
City of Austin, Texas
By:
Name:
Title:
Date: / /2017
APPROVED AS TO FORM:
CITY OF AUSTIN,TEXAS
LAW DEPARTMENT
By:
Name: James M. Williams, Sr.
Title: Assistant City Attorney
Page 118 - Interlocal Cooperation Agreement(Assessment of Fair Housing)
Round Rock:
City of Round Rock, Texas
By:
_ PZ41 Y"
Name: 4v
M
Title:
jlwv--
Date: q- //2017
Page 119 - Interlocal Cooperation Agreement(Assessment of Fair Housing)
Pflugerville:
City of Pflugerville, Texas
By:
Name:
Title:
Date: / /2017
APPROVED AS TO FORM:
By:
Name: George Hyde, City Attorney
Denton Navarro Rocha Bernal Hyde &Zech, PC
Page 120 - Interlocal Cooperation Agreement(Assessment of Fair Housing)
Travis County:
Travis County, Texas
By:
Name:
Title:
Date: / /2017
Page 121 - Interlocal Cooperation Agreement(Assessment of Fair Housing)
Williamson County:
Williamson County, Texas
By:
Name:
Title:
Date: / /2017
Page 122 - Interlocal Cooperation Agreement(Assessment of Fair Housing)
Austin HA:
Housing Authority of the City of Austin
By:
Name: Sylvia C. Blanco
Title: Executive Vice President
Date: / /2017
Page 123 - Interlocal Cooperation Agreement(Assessment of Fair Housing)
Georgetown HA:
Housing Authority of the City of Georgetown
By:
Name:
Title:
Date: / /2017
Page 124 - Interlocal Cooperation Agreement(Assessment of Fair Housing)
Round Rock HA:
Housing Authority of the City of Round Rock
By:
Name:
Title:
Date: / /2017
Page 125 - Interlocal Cooperation Agreement(Assessment of Fair Housing)
Taylor HA:
Housing Authority of the City of Taylor
By:
Name:
Title:
Date: / /2017
Page 126 - Interlocal Cooperation Agreement(Assessment of Fair Housing)
Interlocal Assessment of Fair Housing
Contract
Participating Entities: Max Contract Amount Percentage
Austin $75,000 25.6%
Round Rock 25,000 8.5%
Pflugerville 25,000 8.5%
Travis County 60,000 20.5%
Williamson County 35,000 11.9%
Austin HA 35,000 11.9%
Georgetown HA 5,000 1.7%
Round Rock HA 3,000 1.0%
Taylor HA 5,000 1.7%
Travis County HA 25,000 8.5%
Totals---> $293,000 100.0%
Dated: 3-Jul-2017