causes of action, suits and liability of any kind, loss, damages, costs, including attorneys fees or
expenses, of whatever type or nature for personal injury, death, or property damage, or any cause of
action, arising in whole or in part out of any and all acts of commission or omission of FC, its agents
or employees or FC Personnel, arising out of or in connection with this Agreement or FC's use of the
Center for which a claim, including attorneys fees, demand, suit or other action is made or brought
by any person, firm, corporation or other entity against FC or County. FC shall notify County
immediately in the event that any claim or action is made or brought against FC or County
regarding services provided under this Agreement. FC agrees that the indemnification set forth in
this Section 4.5 covers all employees, volunteers, agents, representatives and individuals provided
services for FC pursuant to the terms of this Agreement.
4.6
Immunity. It is expressly understood and agreed by the Parties that,
in the execution of
this Agreement, County does not waive nor shall it be deemed to have waived, any immunity or defense
that would otherwise be available to it against claims arising in the exercise of its governmental powers and
functions.
4.7
Assignability. No Party may assign any of the rights or duties created by this Agreement
without the prior written approval of the other Party.
4.8
Law and Venue. This Agreement is governed by the laws of the State of Texas, and all
obligations under this Agreement shall be performable in the
City of Austin, Texas, or Travis County,
Texas. It is expressly understood that any lawsuit, litigation or dispute arising out of or relating to this
Agreement shall take place in Travis County and the City of Austin.
4.9
Entire Agreement. All oral and written agreements between the Parties 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.
4.10
Independent Contractor. The Parties agree that FC is an independent contractor and
assumes
all of the rights, obligations and liabilities applicable to it as an independent contractor. The
relationship of County and FC under this Agreement is not and shall not be construed or interpreted to be a
partnership, joint venture or agency, but shall be an independent contractor relationship.
4.11
Insurance. Without in any way limiting the liability of FC or its obligations under this
Agreement, FC agrees to maintain during the term of this Agreement Commercial General Liability
Insurance with combined minimum bodily and property damage limits of $600,000 per occurrence and
$1,000,000 in the aggregate, with County named as an additional insured. FC shall provide County with a
copy from its carrier evidencing such insurance within 10 days of execution of this Agreement and prior to
provision of any services under this Agreement.
4.12
Rights and Remedies. No act or omission by County may constitute or be construed as
a waiver of any breach or default of County which then exists or may subsequently exist. The failure of
either Party to exercise any right or privilege shall not be construed as a waiver of that right or privilege.
All rights of County are specifically reserved.
4.13
FC Authority. FC guarantees that FC possesses the legal authority to enter into this
Agreement and to perform the services FC has obligated itself to perform under this Agreement.
4.14
Compliance. FC shall provide all services 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. FC shall not discriminate against any employee, applicant for
employment or Eligible Client based on race, religion, color, gender, national origin, age or handicapped
condition.
Created on 01-24-2013
4.15
Confidentiality. FC shall establish a method to ensure the confidentiality of any records
and other information relating to Eligible Clients in accordance with
the applicable Federal, State and local
laws, rules and regulations, and applicable professional ethical standards.
4.16
Severability. If any portion or portions of this Agreement are ruled invalid, illegal or
unenforceable in any respect by a court of competent jurisdiction, the remainder of it shall remain valid and
binding.
4.17
Permits. FC shall be solely responsible for the costs and securing of any and all permits,
licenses and other certifications required for the provision of services provided under this Agreement.
5.0 NOTICE
5.1
Method. Except as otherwise stated in this Agreement, any
notice required or permitted
to be given under this Agreement 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 5.0, or on the third day following
mailing if placed in the U. S. Mail, postage prepaid, by registered or certified mail with return receipt
requested, addressed to the Party at the address hereinafter specified.
5.2
County Address. The address of County for all purposes under this Agreement is:
Sherri Fleming, County Executive
Travis
County
Health,
Human
Services and Veterans Services
P.
O.
Box
1748
Austin,
Texas
78767
and
Cyd Grimes, Travis County Purchasing Agent
P.
O.
Box
1748
Austin,
Texas
78767
and
David Escamilla,
Travis County Attorney
P.
O.
Box
1748
Austin,
Texas
78767
Attention:
Transactions
Division
5.3
FC Address. The address of FC for all purposes under this Agreement is:
Director
of
Programs
3036 South First Street, Suite 200
Austin,
Texas
78704
6.0 EFFECTIVE
DATE
6.1
This Agreement shall be effective January 1, 2013 when it is signed by both Parties and
shall continue in full force and effect through April 30, 2013.
FOUNDATION
COMMUNITIES TRAVIS
COUNTY
COMMUNITY TAX CENTERS
BY:__________________________________ BY:________________________________
Alpha Balde
Samuel T. Biscoe
Program Director and Authorized
Agent
Travis
County
Judge
Date:__________
Date:__________
Created on 01-24-2013