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ILA Health Services: Dallas CountyTHE STATE OF TEXAS § INTERLOCAL AGREEMENT FOR § COORDINATED HEALTH SERVICES § BETWEEN DALLAS COUNTY, TEXAS, ON § BEHALF OF DALLAS COUNTY HEALTH AND § HUMAN SERVICES, AND THE CITY COUNTY OF DALLAS § OF COPPELL, TEXAS 1. PARTIES Whereas, Dallas County ("County") has offered to provide certain health services to the various cities throughout Dallas County on a contract for services basis; and Whereas, the City of Coppell, Texas ("City") desires to participate with County in establishing coordinated health services for City and Dallas County; and Whereas, County will operate certain health services for the residents of City in order to promote the effectiveness of local public health services and goals ("Program"); and Whereas, the cooperative effort will allow cities located within Dallas County to participate in providing public health services for their residents; and Whereas, such cooperative effort serves and furthers the public purpose and benefits the citizens of County as a whole. Now therefore, County, on behalf of Dallas County Health and Human Services ("DCHHS"), enters into this Interlocal Agreement ("Agreement") with City, pursuant to the authorities of the Texas Health and Safety Code Chapter 121, the Texas Government Code Chapter 791, and other applicable laws for health services to City. 2. HEALTH SERVICES TO BE PERFORMED A. County agrees to operate the Program, which will include the following health services: 1) Tuberculosis Control Services: providing preventive, diagnostic treatment, and epidemiological services; 2) Sexually Transmitted Disease Control Services: consisting of education to motivate people to use preventive measures and to seek early treatment, prophylaxis, epidemiological investigation, and counseling in accordance with County policy; 3) Communicable Disease Control Services: providing information concerning immunization and communicable diseases and coordinating with the Texas Department of State Health Services ("DSHS") in monitoring communicable diseases; ILA FOR COORDINATED HEALTH SVCS BETW DALLAS COUNTY & CITY OF COPPELL-FY2022 4) Laboratory Services: performing chemical, biological, and bacteriological analysis and tests on which are based diagnosis of disease, effectiveness of treatment, the quality of the environment, the safety of substance for human consumption, and the control of communicable disease. B. County agrees to provide to City, in accordance with state and federal law, the following public health services: 1) Immunizations; 2) Child health care; 3) High risk infant case management; and 4) Home visits. County also agrees to work with City in order to decentralize clinics and to plan and provide for desired services by City; however, any other services that City requires, in addition to the above mentioned services, may result in additional fees to City. C. County agrees to charge a sliding -scale fee based on ability to pay to all residents of every municipality, including City, in Dallas County. The fees charged by County for the services listed in Section 2A of this Agreement will be used to offset the City's Program costs for the next Agreement Term. A schedule of fees to be charged by County is set out in Exhibit A, attached and incorporated herein by reference for all purposes. D. County agrees that the level of service provided in the Program for City will not be diminished below the level of service provided to City for the same services in the prior Agreement Term except as indicated in Section 2E of this Agreement. For purposes of Section 2E, level of service is measured by the number of patient visits and number of specimens examined. County will submit to City a monthly statement, which will also include the number of patient visits and number of specimens examined during the preceding month. E. The possibility exists of reductions in state and federal funding to the Program that could result in curtailment of services, if not subsidized at the local level. County will notify City in writing of any amount of reduction, and any extent to which services will be curtailed as a result. The notice will also include an amount that City may elect to pay to maintain the original level of services. City will notify County in writing no later than fourteen (14) calendar days after the date of City's receipt of the notice of funding reduction as to City's decision to pay the requested amount or to accept the curtailment of service. If City elects to pay the requested amount, payment is due no later than forty-five (45) calendar days after the date of the notice of funding reduction. 3. BUDGET A. County agrees to submit to City by July 31st of each year a proposed budget describing the ILA FOR COORDINATED HEALTH SVCS BETW DALLAS COUNTY & CITY OF COPPELL FY2022 proposed level of services for the next Agreement Term; B. For the Term of this Agreement, County agrees to provide the services listed in Section 2 of this Agreement at the level of services and for the amount stated in Exhibit B, C, and D which are attached and incorporated herein by reference for all purposes; C. Payment. City shall pay County the following amount, as stated in Exhibit D Three Thousand One Hundred Thigy One and 00/100 Dollars ($3,131.00), which is the agreed upon amount for City's share of the total cost of the Program less federal and state funding. D. In lieu of paying the actual dollar amount stated in this Agreement, City has the option, to the extent authorized by law, ordinances or policy, of making a request to negotiate for in- kind services that are equal in value to the total amount. E. This Agreement is contingent upon City's appropriation of funds, or ability to perform in- kind services as described in Section 3D of this Agreement, for the services set forth herein. In the event City fails to appropriate such funds, or provide in-kind services, County shall not incur any obligations under this Agreement. 4. ASSURANCES A. County shall operate and supervise the Program. B. Nothing in this Agreement shall be construed to restrict the authority of City over its health programs or environmental health programs or to limit the operations or services of those programs. C. City agrees to provide to County or assist County in procuring adequate facilities to be used for the services under this Agreement. These facilities must have adequate space, waiting areas, heating, air conditioning, lighting, and telephones. None of the costs and maintenance expenses associated with these facilities shall be the responsibility of County and County shall not be liable to City or any third party for the condition of the facilities, including any premises defects. D. City and County agree that other cities/towns/municipalities may join the Program by entering into an agreement with County that contains the same basic terms and conditions as this Agreement. E. Each party paying for the performance of governmental functions or services under this Agreement must make those payments from current revenues available to the paying party. 5. FINANCING OF SERVICES A. The health services provided under this Agreement will be financed as follows: 1) City and County will make available to the Program all appropriate federal and state funds, personnel, and equipment to provide the health services included under this ILA FOR COORDINATED HEALTH SVCS BETW DALLAS COUNTY & CITY OF COPPELL FY2022 Agreement and will use best efforts to cause these funds and resources to continue to increase. 2) City shall pay to County, or provide in-kind services, its share of budgeted costs that are in excess of the federal and state funding for providing the health services under this Agreement. Budgeted costs shall not exceed those reflected in Exhibits B, C, and D for the appropriate Agreement Term. B. County shall bill City each month an amount equal to one -twelfth (1/12) of its share of annual budgeted costs that exceed federal and state funding for the expenses of the preceding month. C. Any payment not made within thirty (30) calendar days of its due date shall bear interest in accordance with Chapter 2251 of the Texas Government Code. D. City and County agree that no more than ten percent (10%) of the City's cost of participating in the Program will be used for administration of the Program. 6. TERM The Term of this Agreement shall be effective from October 1, 2021 through September 30, 2022, unless otherwise stated in this Agreement. 7. TERMINATION A. Without Cause: This Agreement may be terminated in writing, without cause, by either party upon thirty (3 0) calendar days prior written notice to the other party. B. With Cause: Either party may terminate the Agreement immediately, in whole or in part, at its sole discretion, by written notice to the other party, for the following reasons: 1) Lack of, or reduction in, funding or resources; 2) Non-performance; 3) The improper, misuse, or inept use of funds or resources directly related to this Agreement; 4) The submission of data, statements, and/or reports that is incorrect, incomplete, and/or false in any way. 8. RESPONSIBILITY County and City agree that each shall be responsible for its own negligent acts or omissions or other tortious conduct in the course of performance of this Agreement, without waiving any governmental immunity available to County or City or their respective officials, officers, employees, or agents under Texas or other law and without waiving any available defenses 4 ILA FOR COORDINATED HEALTH SVCS BETW DALLAS COUNTY & CITY OF COPPELL-FY2022 under Texas or other law. Nothing in this paragraph shall be construed to create or grant any rights, contractual or otherwise, in or to any third persons or entities. 9. INSURANCE City and County agree that they will, at all times during the Term of this Agreement, maintain in full force and effect insurance or self-insurance to the extent permitted by applicable laws. City and County will be responsible for their respective costs of such insurance, any and all deductible amounts in any policy and any denials of coverage made by their respective insurers. 10. ACCESS TO RECORDS RELEVANT TO PROGRAM City and County agree to provide to the other upon request, copies of the books and records relating to the Program. City and County further agree to give City and County health officials access to all Program activities. Both City and County agree to adhere to all applicable confidentiality provisions, including those relating to Human Immunodeficiency Virus (HIV) and Sexually Transmitted Disease (STD) information, as mandated by federal and state law, as well as by DSHS. 11. NOTICE Any notice to be given under this Agreement shall be deemed to have been given if reduced to writing and delivered in person by a reputable courier service or mailed by Registered Mail, postage pre -paid, to the party who is to receive such notice, demand or request at the addresses set forth below. Such notice, demand or request shall be deemed to have been given, if by courier, at the time of delivery, or if by mail, three (3) business days subsequent to the deposit of the notice in the United States mail in accordance herewith. The names and addresses of the parties' hereto to whom notice is to be sent are as follows: Dr. Philip Huang, Director Dallas County Health & Human Services 2377 N. Stemmons Freeway, LB 12 Dallas, TX 75207-2710 12. IMMUNITY Ashley Owens, City Secretary City of Coppell 255 Parkway Blvd Coppell, TX 75019 972-304-3669 This Agreement is expressly made subject to County's and City's Governmental Immunity, including, without limitation, Title 5 of the Texas Civil Practices and Remedies Code, and all applicable federal and state laws. The parties expressly agree that no provision of this Agreement is in any way intended to constitute a waiver of any immunities from suit or from liability, or a waiver of any tort limitation, that City or County has by operation of law or otherwise. Nothing in this Agreement is intended to benefit any third party beneficiary. 13. COMPLIANCE WITH LAWS AND VENUE In providing services required by this Agreement, City and County must observe and comply with all licenses, legal certifications, or inspections required for the services, facilities, equipment, or ILA FOR COORDINATED HEALTH SVCS BETW DALLAS COUNTY & CITY OF COPPELL-FY2022 materials, and all applicable federal, State, and local statutes, ordinances, rules, and regulations. Texas law shall govern this Agreement and exclusive venue shall lie in Dallas County, Texas. 14. AMENDMENTS AND CHANGES IN THE LAW No modification, amendment, novation, renewal, or other alteration of this Agreement shall be effective unless mutually agreed upon in writing and executed by the parties hereto. Any alteration, addition or deletion to the terms of this Agreement which are required by changes in federal or state law are automatically incorporated herein without written amendment to this Agreement and shall be effective on the date designated by said law. 15. ENTIRE AGREEMENT This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties hereto and supersedes any other agreements concerning the subject matter of this transaction, whether oral or written. 16. BINDING EFFECT This Agreement and the respective rights and obligations of the parties hereto shall inure to the benefit and be binding upon the successors and assigns of the parties hereto, as well as the parties themselves. 17. GOVERNMENT FUNDED PROJECT If this Agreement is funded in part by either the State of Texas or the federal government, County and City agree to timely comply without additional cost or expense to the other party, unless otherwise specified herein, to any statute, rule, regulation, grant, contract provision, or other state or federal law, rule, regulation, or other similar restriction that imposes additional or greater requirements than stated herein and that is directly applicable to the services rendered under the terms of this Agreement. 18. DEFAULT/ CUMULATIVE RIGHTS/ MITIGATION In the event of a default by either party, it is not a waiver of default if the non -defaulting party fails to immediately declare a default or delays in taking any action. The rights and remedies provided by this Agreement are cumulative, and either party's use of any right or remedy will not preclude or waive its right to use any other remedy. These rights and remedies are in addition to any other rights the parties may have by law, statute, ordinance, or otherwise. Both parties have a duty to mitigate damages. 19. FISCAL FUNDING CLAUSE Notwithstanding any provisions contained herein, the obligations of County and City under this Agreement are expressly contingent upon the availability of funding for each item and obligation contained herein for the Term of the Agreement and any extensions thereto. City and County shall have no right of action against the other party in the event the other party is unable to fulfill its ILA FOR COORDINATED HEALTH SVCS BETW DALLAS COUNTY & CITY OF COPPELL-FY2022 obligations under this Agreement as a result of lack of sufficient funding for any item or obligation from any source utilized to fund this Agreement or failure to budget or authorize funding for this Agreement during the current or future Agreement Terms. In the event that County or City is unable to fulfill its obligations under this Agreement as a result of lack of sufficient funding, or if funds become unavailable, each party, at its sole discretion, may provide funds from a separate source or may terminate this Agreement by written notice to the other party at the earliest possible time. 20. COUNTERPARTS, NUMBER, GENDER AND HEADINGS This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Words of any gender used in this Agreement shall be held and construed to include any other gender. Any words in the singular shall include the plural and vice versa, unless the context clearly requires otherwise. Headings herein are for the convenience of reference only and shall not be considered in any interpretation of this Agreement. 21. PREVENTION OF FRAUD AND ABUSE City and County shall establish, maintain, and utilize internal management procedures sufficient to provide for the proper, effective management of all activities funded under this Agreement. Any known or suspected incident of fraud or program abuse involving County or City's employees or agents shall be reported immediately for appropriate action. Moreover, City and County warrant to be not listed on a local, county, state, or federal consolidated list of debarred, suspended, and ineligible contractors and grantees. City and County agree that every person who as part of their employment, receives, disburses, handles or has access to funds collected pursuant to this Agreement does not participate in accounting or operating functions that would permit them to conceal accounting records and the misuse of said funds. Each party shall, upon notice by the other party, refund their respective expenditures that are contrary to this Agreement. 22. AGENCY / INDEPENDENT CONTRACTOR County and City agree that the terms and conditions of this Agreement do not constitute the creation of a separate legal entity or the creation of legal responsibilities of either party other than under the terms of this Agreement. County and City are and shall be acting as independent contractors under this Agreement; accordingly, nothing contained in this Agreement shall be construed as establishing a master/seivant, employer/employee, partnership, joint venture, or joint enterprise relationship between County and City. City and County are responsible for their own acts, forbearance, negligence and deeds, and for those of their respective officials, agents or employees in conjunction with the performance of work covered under this Agreement. 23. SEVERABILITY If any provision of this Agreement is construed to be illegal or invalid, this will not affect the legality or validity of any of the other provisions in this Agreement. The illegal or invalid provision will be deemed stricken and deleted, but all other provisions shall continue and be given effect as if the illegal or invalid provisions had never been incorporated. ILA FOR COORDINATED HEALTH SVCS BETW DALLAS COUNTY & CITY OF COPPELL FY2022 DocuSign Envelope ID: F267D1 27-8744-411 B -B321 -E6E1 5C886CFE Each person signing and executing this Agreement does hereby warrant and represent that such person has been duly authorized to execute this Agreement on behalf of City or County, as the case may be. FDocuSigned by: (; (i-wtis �wkivus U By: Clay reMCTS!renkins Dallas County Judge DATE: 1012112021 Recommended: Attested: D S d b VrL,0rU By: Dr. Philip Huang By: Director, DCHHS City Secretary' Approved as to Form*: JOHN CREUZOT DISTRICT ATTORNEY QocuSigned by: By: acey Lucas By: 4V Ad Assistant District Attorney City Attorney *By taw, the District Attorney's Office may only advise or approve contracts or legal documents on behalf of its clients. It may not advise or approve a contract or legal document on behalf of other parties. Our review of this document was conducted solely from the legal perspective of our client. Our approval of this document was offered solely for the benefit of our client. Other parties should not rely on this approval, and should seek review and approval by their own respective attorney(s). Approved as to Form: ILA FOR COORDINATED HEALTH SVCS BETW DALLAS COUNTY & CITY OF COPPELL—FY2022 24. SIGNATORY WARRANTY Each person signing and executing this Agreement does hereby warrant and represent that such person has been duly authorized to execute this Agreement on behalf of City or County, as the case may be. DALLAS COUNTY: By: Clay Lewis Jenkins Dallas County Judge DATE: Recommended: By: Dr. Philip Huang Director, DCHHS Approved as to Form*: JOHN CREUZOT DISTRICT ATTORNEY By: Lacey B. Lucas Assistant District Attorney CITY OF COPPELL: I - ,. A. ► Mayor • DATE: ii �' • • Attested: B iwFTV a U.,a IT 9 City 0Z;W1FLCL1y Approved as to Form: City Attorney *By law, the District Attorney's Office may only advise or approve contracts or legal documents on behalf of its clients. It may not advise or approve a contract or legal document on behalf of other patties. Our review of this document was conducted solely fiom the legal perspective of our client. Our approval of this document was offered solely for the benefit of our client. Other parties should not rely on this approval, and should seek review and approval by their own respective attorney(s). ILA FOR COORDINATED HEALTH SVCS BETW DALLAS COUNTY & CITY OF COPPELL—FY2022