Contract - Harris County Department of Education - 3/24/2022 Interlocal Agreement COPY
Education
between Harris County Department of J
& City of Round Rock, Texas IGLI�JL�
Pursuant to the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, an
Chapter 271, Subchapter I; of the Texas Local Government Code, and other similar, applicable
lawns of ether states, this Interlocal Agreement ("Agreement") is made and entered into by an
between Harris County Department of Education (" C "), located in Houston, Texas,
and City of Round Rock, Texas a local governmental entity and/or political subdivision
("LGE"), located in Round Rock, Texas, forte purpose of contracting for tits performance of
governmental functions and services. The undersigned ay be referred to in this Agreement
individually as a arty" and collectively as the "Parties."
Preamble
HCDE is a local governmental entity established to prornote education in Harris County, Texas
and is duly authorized o provide programs and services in the State of Texas. Both HCDEand
LGE wire to set forth, in writing, the terns and conditions oftheir agreement.
General Terms and Conditions
In consideration of the mutual covenants and conditions contained in this Agreementa other
good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged,
the parties, intending to be legally bound, agree as follows:
1. Term. The term oft is Agreement shall commence on the date of the first signature oft is
Agreement ("Effective ate") and shall automatically renew annually, unless either Party
gives thirty (3 0) days prior written notice of non-renewal.
2. Agreement. T e terms oft is Agreement shall apply and will be considered a part of any
addendum,purchase order,or contract for programs and services delivered by HCDE, This
Agreement and the attached and incorporated addenda, purchase orders, or exhibits, if any,
contain the entire agreement of the parties, and there are no representations, agreements,
arrangements,or undertakings, oral or written, between the Parties tot is Agreement other
than tose set forth in this Agreement and duly executed in writing.
3. Prose and Scope of Work,
A. HCDE agrees
• Provide LGE with descriptive offerings of each oft e programs and services that
HCDE provides.
• Provide programs and services upon L 's submission of independent contracts or
purchase orders to HCDE andHC E's acceptance thereof. FIC °'s obligations to
provide programsad services is contingent on LICDE acquiring and maintaining
sufficient staffing through reasonable efforts to satisfy HCP 's obligations airs er
this Agreement and all similar obligations Linder its contracts with other local
governmental entities.
IN Conduct, ata minimum, an annual audit or survey, as appropriate, for each oft the
programs and services that HCDE delivers.
B. LGE agrees t
Participate in any or all of the programs and services that HCDE offers, in LG 's
sole discretion.
Irsterlocal Agreesaierst Page i of 5 t updated 4l 12 17
• Submit purchase or or independent contract(s) for each oft HCDE
programs and/or services that LGE desires to purchase and'!or collaborate.
• Agree to follow the terms and conditions of each independent contract or purchase
order,
• Designate a person to act as LGE's representative to each respective HCDE
program and/or service delivered.
4. As is. HC DE makes this Agreement available to HC DE participating entities "as is" and
is under no obligation to revise the terms, conditions, scope, prices, andl'or any
requirements of the Agreement for the benefit of LGE,
5, Master Contract. This Agreement can be utilized as a Master Contract. The general terms
and conditions in this Agreement will serve to outline the working relationship between
FICDE and LGE.
LGE agrees to adhere tothe specific terms and conditions set forth forte HCDE programs
and/or services as contracted by LGE. In the case of a conflict between this Agreement
and any addendum, purchase order, or individual contract for a specific HCDE program or
service, the provisions of the addendum, purchase order,or individual contract will govern,
6. Payments. The Parties agree that all payments made under this Agreement will be in an
amount that fairly compensates the performing Party forte services or functions
performed under this Agreement. The Parties further agree that each Party paying for the
performance of governmental functions or services pursuant tothis Agreement must make
those payments from current revenues available tothe paying Party.
7. Invoices. HCDE will invoice LGE for the HCDE programs and services that LGE
Purchases from FICDE. LGE agrees to remit payment to HCDE within thirty (30) days
after the later of the following: (1) the date LGE receives the goods; (2) the date the
performance of the service is completed; or (3) the date LGE receives aninvoice for the
goods or service. If LGE makes a payment to HCDE with a credit card, LGEagrees to pay
to HCDE a surcharge fee consisting of any applicable credit card fees and/or costs incurred
by HCDE, including, without limitation, the processing fee(s) charged to HCDE by the
credit card company(ies).
8 _a ici ation in HCPE's!122gKEgjye urcasirt ro ra f LGE elects to participate in
HCDE's cooperative purchasing program, Choice Partners, LGE shall be permitted to
purchase goods and services using the contracts competitively procured by FICDE. HCDE
does not assess a fee to LGE for participation in Choice Partners. LGE shall make
payments directly to vendors. LGE shall be responsible for ordering, inspecting, and
accepting the goods and services purchased through Choice Partners. LGE shall further be
responsible forte vendors' compliance with provisions relating to the specific quality of
goods and services delivered and terms of delivered, as set forth between LGE and the
vendor. FICDE is not responsible or liable for the performance of any vendor used by LGE
as a result of this Agreement or LGE's participation in Choice Partners.
9, Corrmliance with Laws, Each Party is responsible for complying "ith applicable laws and
regulations relating to this Agreement and any purchase made under this Agreement,
kaciloc,id Agireerneint IPage 2 c)f 5 1.)pdated 4 A 2,,&7
10. Termination. This Agreement inay be terminated prior tothe expiration of tile Term hereof
as follows:
• By either Party, with or without cause, upon thirty (30) days' prior written
notice',
• By mutual written agreement of the Parties; or
• By either Party immediately if the other Party commits a material breach of
any oft e terms oft is Agreement and no remedial action can be agreed upon
by the Parties.
Termination oft is Agreement by a Party shall not terminate an existing purchase order or
individual contract between HCDE and LGE or between LGE and an HCDE cooperative
purchasing program vendor. In the event of termination of this Agreement or any purchase
order or individual contract, LGE shall be responsible for compensating HCDE for
programs and services provided by HCDE up tothe effective date of ten-nination.
11. Assip-nment. Neither this Agreement nor any duties orobligations entered in subsequent
contracts because of this agreement shall be assignable by either party without the prior
written acknowledgment and authorization of both parties.
12. Conflict of Interest. During the Term of HCDE's service to LGE, LGE, its personnel and
agents, shall not, directly orindirectly, whether for LGE's own account or with any other
person or entity whatsoever, employ, solicit or endeavor to entice away any person who is
employed by HCDE.
13. Contract Amendment. This Agreement may be amended only by the mutual agreement of
all Parties, in writing, to be attached toad incorporated into this Agreement.
14. Notice. Any notice provided under the terms oft is Agreement by either party tote other
shall be in writing and shall be sent by certified mail, return receipt requested. Notice
to shall be sufficient if made oraddressed as follows:
Harris County Department of Education City of Round Rock, Texas ("LGE")
Attn: James Colbert, Jr. Attn: Laurie Hadley
County School Superintendent City Manager
6300 Irvington Blvd. 221 East Main Street
Houston, Texas 77022 Round Rock, Texas 78664
713-694-6300 512-218-5400
15. R.e.J.,ation of Parties. It is the intention of the parties that LGE is independent of HCDE and
not anemployee, agent,joint venturer, or partner of HCDE and nothing inthis Agreement
shall be interpreted or construed as creating or establishing the relationship of employer
and employee, agent,joint venturer or partner, between HC DE and LGE or HCDE and any
of LGE's representatives.
16. N.P. I.P.-ExcIp . Nothing in this Agreement may be construed to imply that
FICDE has exclusive right to provide LGE with programs or services. During the Term of
this Agreement, LGE reserves the right to use all available resources to procure other
programs and services as needed and, in doing so, will not violate any rights of I ICDE.
finteirloud AgreeRileiiii Page 3 of lUpdiited 4A 2"17
17. Disclaimer, I--ICDE DOES NOT WARRANTTH,ATT HE OPERATION OR USE OF
HCDE PROGRAMS AND/OR SERVICES WILL BE UNINTERRUPTED ORE O
FREE. HCDE HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR
IMPLIED, IN REGARD TO ANY INFORMATION, PRODUCT, PROGRAM, OR
SERVICE FURNISHED UNDER THIS AGREEMENT. INCLUDING, WITHOUT
LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE,
18, Limitation of LiLbility, Without waiver of the Disclaimer in Article 17 of this Agreement,
the Parties agree that:
• Neither Party waives any immunity afforded to it under applicable law, and
• Neither Party shall be liable to the other Party for special, incidental, or exemplary
damages with regard to any lawsuit or formal adjudication arising out of or relating
to this Agreement.
19. Severability® In the event that any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any other provisions,
and the Agreement shall be construed as if such invalid, illegality, or unenforceable
provision had never been contained in it.
20. Governi -, Law and Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, without regard to its conflicts of laws
provisions. The mandatory and exclusive venue for the adjudication or resolution of any
dispute arising out of this Agreement shall be in Houston, Harris County, Texas.
21 No Waiver. Nothing in this Agreement shall be deemed to waive, modify, or amend any
legal defense available at law or equity to a Party, including the defense(s) of immunity.
No failure on the part of either Party at any time to require the performance byte other
Party of any term hereof shall be taken or held to be a waiver of such term or in any way
affect such Party's right to enforce such term, and no waiver on the part of either Party of
any term hereof shall be taken or held to be a waiver of any other to hereof orthe breach
thereof. No waiver, alteration, or modification of any of the provisions of this Agreement
shall be binding unless in writing and signed by duly authorized representatives of the
Parties hereto®
22. Benefit for Sil3natory Parties Only. Neither this Agreement, nor any term or provisions
hereof, not any inclusion by reference, shall be construed as being for the benefit of any
party not in signatory hereto.
23. Authorization. Each party acknowledges that the governing body of each Party to the
Agreement has authorized and approved this Agreement.
2 Courtterrsarts. This Agreement may be executed in any number of counterparts, each of'
which shall be deemed an original constituting one and the same instrument.
In witness whereof, HCDF and LCI` have executed this Agreement to be effective on the date
specified in Article 1. '1 ere above::
finterlocal Agreenient IPage 4 of 5 Updaied 4 12,17
City of Round RockHarris County Department of Education
Craig ora a es Colbert, Jr.
Mayor County School Superintendent
Date Date
Type of Local Governmental Entity select dance
School istrict El Charter Sehool
El County City/Municipality
El University College
El State Entity
Governmental entity/other.
I nterllocall A reenie nt IPage 5 of 5 Updated 4,A2A7