ORDER NO.: DATE: October 4, 2011 STATE OF TEXAS · 2011. 10. 4. · 2011 1705 ORDER NO.: _____ _...

2011 1705 ORDER NO.: _______ _

DATE: October 4, 2011

STATE OF TEXAS

COUNTY OF DALLAS

§ § §

COURT ORDER

BE IT REMEMBERED, at a regular meeting of the Commissioners' Court of Dallas County, Texas, held

on October 4 ,2011, on motion made by Jolm Wiley Price, District No.3

and seconded by Dr. Elba Garcia, District No.4, the following Order was adopted:

WHEREAS, Oralia Zuniga filed suit against Dallas County, styled Oralia Zuniga. individually and as next friend of Julian Zuniga. a minor childv. Dallas County, in cause number 10-05508; and

WHEREAS, in executive session on September 27, 2011, as pennitted by section 551.071(1)(b) of the Texas Government Code, the Civil Division of the Criminal District Attorney's Office discussed the above mentioned lawsuit with the Commissioners Court; and

WHEREAS, good cause appearing to the Court to approve a settlement of this lawsuit, approves a payment of$19,097.21, with Dallas County issuing a check made payable to "Joseph Legere & Associates, P.c., and Oralia Zuniga" for $19,097.21, and that the County Judge be authorized to execute any documentation required for this settlement on behalf of Dallas County; and

WHEREAS, the Civil Division of the Criminal District Attorney's Office will obtain a release of all claims by the plaintiff in the aforementioned lawsuit; and

WHEREAS, the action authorized by this Order is consistent with and promotes Strategy 1.3 of Dallas County's Strategic Plan.

IT IS THEREFORE, ORDERED, ADJUDGED and DECREED that the Dallas County Commissioners Court directs the Dallas County Treasurer to issue a check in the amount of $19,097.21 made payable to Joseph Legere & Associates, P.c., and Oralia Zuniga.

DONE IN OPEN COURT this the 4th +f=:;::=-"""'--____ ,2011.

~U' Co~" ,"~, ABSENT

'"M:;;~L Mike Cantrell, Comm. Dist. #2 Dr. Elba Garcia, Comm. Dist. #4

? Gordon Hike! fo r- . Chief, Civil Division '. Criminal District Attorney's Office

COURT ORDER

ORDER NO.


STATE OF TEXAS §

COUNTY OF DALLAS §

BE IT REMEMBERED, at a regular meeting of the Commissioners Court of Dallas County, Texas,

held on the __ -.:4c::th=-____ day of ___ O-=-"c.:cto",hc:c-=-r ___ ,2011 on motion made by

_J_o_lill __ W_i_le-,Y,--P_r_i_c_e-"-,_C_olllI1l1. __ · s_s_i_o_n_e_r_o_f_D_i_s-,t-,rcci-,-c-,-t_Nc..o,,-,-. -'3'--_______ ~ and seconded by

Dr. Elba Garcia, Commissioner of District No.4 the following Order was adopted:

WHEREAS, it is the responsibility of the Dallas County Commissioners Court to appoint officers to the Dallas County Historical Commission; and

WHEREAS, such appointments are for a two-year term and expire January 31 s[ of the appropriate year; and

WHEREAS, it is the desire of the Dallas County Commissioners Court to appoint Regina Story to serve on the Dallas County Historical Commission. for an unexpired term, effective October 4,2011 and expiring January 31, 2013, due to a vacancy created because the previous incumbent served the maximum number of terms allowed by policy; and

WHEREAS, Dallas County Commissioners Court desires to find the most qualified citizens to participate on BoaTds, Commissions and Committees.

IT IS THEREFORE, ORDERED, ADJUDGED and DECREED that the Dallas County Commissioners Court does hereby appoint the following citizen to the Dallas County Historical Commission for an unexpired term, effective October 4, 2011 and expiring January 31, 2013:

Regina Story (4) 611 Van Hom Drive Irving, Texas 75060 972/445-0632

DONE IN OPEN COU ___ 4",t~h __ day of _---'0"-'. c""to",b""e"-.f _ , 2011.

ABSENT

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Recommended By: f;==~,~f L/~ltS:::::::::::=-:"':::=':J===== __ Darry Martm, Adm1l11strator

pg. 2 of Court Order No. 2011-1706, dated October 4, 2011

COURT ORDER

2011 1~,'O? ORDER NO: ~ ------DATE: O::tol:er 4, 2Dll

STATE OF TEXAS

COUNTY OF DALLAS

BE IT REMEMBERED, at a regular meeting of Commissioners Court of Dallas County, Texas, held on the

4th October ________________ dayof ____________________ ,2011,on

a motion made by Jolm Wiley Price, Commissioner of District No.3 , and seconded by

__ D_r_. _E_l_b_a_G_,a_r_c_i_a_, _C_o_mrn __ i_s_sl_' 0_n_e_r __ of __ D_i_s_t_r_ic_t __ N_o_._4 _______ , the following Court Order was adopted:

WHEREAS, Dallas County Commissioners Court was briefed on September 27, 2011 concerning the interlocal cooperation contract for the urban land bank demonstration program with the City of Dallas for FY2012; and

WHEREAS, Dallas County has participated in the program since July 2004; and

WHEREAS, the attached contract authorizes the referral of an additional 300 parcels for legal action in the Dallas County Tax Court, extends the program through September 30, 2012, and updates the schedule of fees; and

WHEREAS, all court costs and fees associated with the court activity will be paid to Dallas County from proceeds received from the sale of properties foreclosed on under the Urban Land Bank Demonstration Program procedures; and

WHEREAS, this program complies with Strategic Plan Objective 5.3 by coordinating programs and services to improve the quality of life in Dallas County

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court does hereby approve the attached interlocal cooperation contract for the urban land bank demonstration program with the City of Dallas for the period October 1, 2011 through September 30, 2012 and authorizes the County Judge to execute the contract on behalf of Dallas County.

DONE IN OPEN COURtt is the _...:4..::.tl:.:.l ___ day of ____ O_c_t_ob_e_r _________ , 2011.

ABSENT

s, County Judge Maurine Dickey, District #1

~~ ~~ J?hn Wiley Price, Istnct #3 Dr. Elba Garcia, District #4

~ 'I ~ Recommended by ,:,,-: 1 'La. ,It 'u cQe,) ~.ih>..->

Shannon S. Brown, Assistant Administrator

INTERLOCAL COOPERATION CONTRACT FOR THE URBAN LAND BANK DEMONSTRATION PROGRAM

STATE OF TEXAS § §

COUNTY OF DALLAS §

THIS INTERLOCAL COOPERATION CONTRACT FOR THE URBAN LAND BANK DEMONSTRATION PROGRAM ("Contract") is made and entered into by and between the City of Dallas ("City"), the County of Dallas ("County"), the Dallas County Hospital District, the Dallas Independent School District, the Dallas County Schools District, and . the Dallas County Community College District.

WIT N E SSE T H:

WHEREAS, Chapter 791 of the Texas Government Code authorizes local governments and political subdivisions of the State of Texas to contract with each other to perform certain "Governmental Functions and Services", including administrative functions, in which the parties are mutually interested; and

WHEREAS, the parties to this Contract are mutually interested in the administrative Governmental Function and Service of the tax collection process, managed by the County on behalf of the parties, which includes the selling and reselling of tax foreclosed properties; and

WHEREAS, the parties to this Contract are also mutually interested in the following Governmental Functions and Services: (1) in instances where a tax foreclosed property is unlikely to sell because it has had delinquent taxes for more than five years and the taxes owed exceed the fair market value of the property, ensuring that the property is put back into productive use in order to preserve and increase the tax base; and (2) the creation of affordable housing for low-income households to preserve and increase the tax base, to provide necessary decent, safe, and sanitary housing for their citizens, and to ensure that students are housed in a supportive environment; and

WHEREAS, pursuant to Chapter 379C of the Texas Local Government Code ("Code"), a municipality may (1) adopt an urban land bank demonstration program in which the officer charged with selling tax-foreclosed real property ("Officer") may sell certain eligible property by private sale for the purpose of developing affordable housing and (2) establish or approve a land banle for the purpose of acquiring, holding, and transferring unimproved rea'! property as provided in the Code; and

WHEREAS, on January 28,2004, the City adopted an Urban Land Bank Demonstration Program Plan, as amended, ("Plan") and designated the Dallas Housing Acquisition and Development Corporation, a Texas non-profit corporation, as its land bank ("Land Bank"); and

WHEREAS, pursuant to the Code, the Land Bank facilitates the performance of Governmental Functions and Services by acquiring unimproved, tax-foreclosed, real property from the Officer and selling such property to qualified developers for the development of affordable housing to be sold to low-income households; and

WHEREAS, the cooperation of the parties is necessary to perfonnance of the Governmental Functions and Services; and

WHEREAS, this Contract provides the purpose, terms, rights, and duties of the parties with respect to performance of the Governmental Functions and Services, the Plan, and the Land Bank; and

NOW, THEREFORE, for TEN AND NOIlOO DOLLARS ($10.00) consideration and the mutual promises and covenants contained herein this Contract is hereby entered into by the City, the County, the Dallas County Hospital District, the Dallas lndependent School District, the Dallas County Schools District, and the Dallas County Community College District who agree as follows:

SECTION 1. CONTRACT TERM

The term ofthis Contract shall begin on October 1, 2011, and end on September 30,2012 ("Term"), unless terminated earlier in accordance with this Contract.

SECTION 2. TERMINATION

Any party to this Contract may terminate its participation in this Contract for any reason upon sixty (60) days written notice.

SECTION 3. COUNTY OBLIGATIONS

A. The County shall process cases of tax foreclosure on up to 300 parcels of real property meeting the criteria of the Code and referred by City.

B. The Officer shall sell eligible property, if not redeemed, to the Land Bank as provided in the Code. The Officer shall sell the eligible property to the Land Bank for the reasonable and customary court costs and costs of sale authorized in the court judgment in accordance with the fee schedule shown in Exhibit A, as may be amended from time to time.

SECTION 4. CITY OBLIGATIONS

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A. The City shall adopt its Plan annually in accordance with the Code. The Plan shall include the following:

Plan.

(I) A list of community housing development organizations eligible to participate in the right of first refusal provided by Section 379C.011 of the Code; and

(2) A list of the parcels of real property that may become eligible for sale to the Land Bank during the upcoming year;

(3) The City's plan for affordable housing development on those parcels of real property;

(4) The sources and amounts of funding anticipated to be available from the City for subsidies for development of affordable housing in the City, including any money specifically available for housing developed under the Land Bank program, as approved by the City at time the Plan is adopted; and

(5) The anticipated number of tax-foreclosure cases to be filed on behalf of the Land Bank during the upcoming year.

B. Prior to adopting the Plan, the City shall hold a public hearing on the proposed

C. The City or its Land Bank shall provide a copy of the proposed Plan to all parties and the public at least sixty (60) days prior to Dallas City Council hearing on and consideration of the Plan and after the Dallas City Council has adopted the Plan, the City or its Land Bank shall give all parties a copy of the Plan after it is adopted by the Dallas City Council.

D. The City or its Land Bank shall provide notice of the Dallas City Council's hearing on and consideration of the Plan to all community housing development organizations and to neighborhood associations identified by the City as serving the neighborhoods in which properties anticipated to be available for sale to the Land Bank are located.

E. The City or its Land Bank shall give written notice to all parties of the specific addresses of parcels intended for acquisition by the Land Bank prior to referring said parcels to the County for filing of a tax lawsuit.

F. The City may refer to the County up to 300 parcels intended for acquisition by the Land Bank for filing of a tax lawsuit pl10r to March 31, 2012. Prior to such referral, the City shall have obtained title work for such properties and approval of the legal description of such properties by the City Attorney. The City or Land Bank shall only use current revenues to fund purchases of property for the Land Bank.

G. The City shall give written notice to all parties of the address of a parcel for which a judgment is obtained prior to sale of the property to the Land Bank.

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H. Subject to mmual appropriations by the Dallas City Council, the City or its Land Bank shall pay the County for all reasonable and customary court costs and costs of sale actually incurred by the County for any of the cases filed on behalf of the City for the Land Bank, in accordance with Exhibit A.

1. The City or its Land Bank shall pay costs for ad litem services not provided through pro bono services and included in the signed tax court judgment within thirty (30) working days of receipt of the signed judgment.

J. The City or its Lmld Bank shall supervise performance of this Contract and shall make quarterly written reports to all parties.

K. The City or its Land Bank shall employ personnel, perfonn administrative actions, and provide other services necessary to perfonn its duties under the Contract.

SECTION 5. RIGHTS AND OBLIGATIONS OF ALL PARTIES TO THIS CONTRACT

A. Each party to this contract hereby:

(1) Agrees that the sale of tax foreclosed properties for use in connection with the Land Bmlk progrmn is a sale for a public purpose;

(2) Agrees that the administration of and participation in the sale of the tax foreclosed property to the Land Bank constitute Govennnental Functions and Services;

(3) Consents that those tax-foreclosed properties for which consent to inclusion in the Plan, filing of a lawsuit, or sale to the Land Bank has not been withheld, as allowed under Sections 5.B, 5.C, and S.D below, may be sold to the Land Bank for less than the market value of the property as specified in the judgment or less than the total of all taxes, penalties, and interest, plus the value of non-tax liens held by a taxing unit and awarded by the judgment, court costs, and the cost of sale;

(4) Agrees that with the sale of each parcel to the Land Bank, the taxing unit will legally convey right, title, and interest acquired or held by the taxing unit, subject to the right of redemption;

(5) Agrees that the proceeds, if any, from the sale of the properties to the Lmld Bank by the Officer shall be distributed in accordance with Texas Property Tax Code Section 34.02; and

(6) Agrees that nothing in this contract shall adversely affect the regular current and delinquent tax collection efforts of any party.

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B. The parties to this Contract agree that the number of tax-foreclosure lawsuits included in the City's proposed Plan may be modified at the recommendation of a party prior to Dallas City Council's public hearing on and consideration of the Plan.

C. Any party may withhold consent to the filing of a lawsuit on any property by providing written notice to all parties within thirty (30) days of receipt of the notice of the intended lawsuit, as required in Section 4.E of this Contract, is received from the City.

D. Any party may withhold consent to the sale of a property to the Land Bank of a parcel for which a judgment has been obtained by providing written notice to all parties within thirty (30) days of receipt of the notice of the intended sale, as required in Section 4.G of the Contract, is received from the City.

SECTION 6. FORMAL APPROVAL

TI1is Contract is expressly subject to and contingent upon formal approval by the governing bodies of the parties.

SECTION 7. NO THIRD-PARTY BENEFICIARY ENFORCEMENT

It is expressly understood and agreed that enforcement of the terms and conditions of this Contract and any right of action relating to such enforcement shall be strictly reserved to the parties hereto and nothing contained in this Contract shall be construed to create any rights for any third parties.

SECTION 8. NON-ASSIGNMENT

The parties shall not sell, assign, transfer, or convey this Contract, in whole or in part, without the prior written consent of the other parties.

SECTION 9. RESPONSIBILITY

The parties to this Contract shall each be responsible for the sole negligent acts of their officers, agents, employees, or separate contractors. In the event of joint and concurrent negligence of the parties to this Contract, responsibility, if any, shall be apportioned comparatively in accordance with the laws of the State of Texas, without waiving any govermnental immunity available to the parties under Texas law and without waiving any defenses of the parties under Texas law.

SECTION 10. NOTICES

5

Any notice, payment, statement, communication, report, or demand required or permitted to be given under this Contract by any party to the another may be effected by personal delivery in writing or deposited in the U.S. mail by certified letter, return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing below, but each party may change its address by written notice in accordance with this section. Mailed notices shall be deemed communicated as of three (3) days after mailing.

To County:

To City:

To Dallas County Hospital District:

To Dallas Independent School District:

To Dallas County Schools District:

To Dallas County Community College District:

Dallas County Judge Dallas County Administration Building 411 Elm Street, 2nd Floor Dallas, Texas 75202

Director City of Dallas Department of Housing/Community Services 1500 Marilla Street, Room 6DN Dallas, Texas 75201

General Counsel, Legal Affairs Parkland Health & Hospital System 5201 Harry Hines Boulevard Dallas, Texas 75235

Director of Real Estate and Leasing Dallas Independent School District P. O. Box 61 3700 Ross Avenue Dallas, Texas 75204

Superintendent Dallas County Schools 612 North Zang Boulevard Dallas, Texas, 75208

Vice Chancellor for Business Affairs Dallas County Community College District 701 Elm Street Dallas, Texas 75202

SECTION 11. GOVERNING LAW AND VENUE

The obligations of the parties to this Contract shall be performed in Dallas County, Texas, and venue for any legal action under this Contract shall lie exclusively in Dallas County,

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Texas. In construing this Contract, the laws and court dccisions of the State of Texas shall control.

SECTION 12. LEGAL CONSTRUCTION

In the case that anyone or more of the provisions contained in this Contract 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 provision of this Contract, and this Contract shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Contract.

SECTION 13. COUNTERPARTS

This Contract may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument.

SECTION 14. CAPTIONS

The captions to the various clauses of this Contract are for informational purposes only and shall not alter the substance of the terms and conditions of this Contract.

SECTION 15. AMENDMENTS; ENTIRE AGREEMENT

This Contract (with all referenced exhibits, attachments, and provisions incorporated by reference) embodies the entire agreement of both parties, superseding all oral or written previous and contemporary agreements between the parties relating to matters set forth in this Contract. This Contract may be modified or amended only by written agreement of the parties, to be attached to and made a part of this Contract; however, any changes to the tenns of this Contract that are required by changes in federal, state, or local law or regulations will be automatically incorporated into this Contract without written amendment and shall become effective on the date designated by such law or regulation.

EXHIBITS

Exhibit A Dallas County's Schedule of Fees for Court Costs and Costs of Sale

[SIGNATURE PAGES FOLLOW]

7

Executed this __ day 0[ ______ --:-,2011, by City, signing by and through its City Manager, duly authorized to execute same by City Council Resolution No. ____ _ adopted on , 20 __ ;

CITY OF DALLAS: MARYK. SUHM, City Manager

By: ~~~~--------

Assistant City Manager

APPROVED AS TO FORM: THOMAS P. PERKINS, JR., City Attorney

By: ~~~~--------

Assistant City Attorney

8

Executed this ~ day of October through its Judge, duly authorized to

2011-1707 on October 4

, 20~, by Dallas Couuty, signing by and execute same by Commissioner's Court Order No.

,20~

APPROVED AS TO FORM:

9

Executed this __ day of , 20 __ , by Dallas County Hospital District, signing by and through its Executive Vice President and Chief Financial Officer, duly authorized to execute same by Dallas County Hospital District Managers' Resolution No, ______ on ,20 __ ;

DALLAS COUNTY HOSPITAL DISTRICT: APPROVED AS TO FORM:

By: Exe-c-u-Cti-ve--::CVc-ic-e""C-P:::'r-e-si:-:d-en-t-a-n""Cd'-C=F=O

By: ~~-~--------

Legal Counsel

10

Executed this __ day of , 20 __ , by Dallas Independent School District, signing by and through its Board President, duly authorized to execute same by Board Resolution No. on , 20 __

DALLAS INDEPENDENT SCHOOL DISTRICT:

By: Pres-:i-=-de-n-t-o-=f-=th-e-=B=-oa-r-=d-o-:f:C::T=-ru-st-ee-s


By: ~=---~------------

Legal Counsel

ATTESTED:

By: ----~~--~----

Secretary of the Board

11

Executed this __ day of , 20 __ , by Dallas County Schools District, signing by and through its President of the Board of Trustees, duly authorized to execute same by vote of the Board on , 20 __ ; and

DALLAS COUNTY SCHOOLS DISTRICT:

By:-,---cc--,------c---c--President ofthe Board of Trustees


By:-:-:--_,--____ _ Legal Counsel

ATTESTED:

Secretary of the Board

12

Executed this __ day of , 20 __ , by Dallas Community College District, signing by and through its Chancellor, duly authorized to execute same by vote of the Board on , 20 __

DALLAS COUNTY COMMUNITY COLLEGE DISTRICT:

By: -~----------

Chancellor


By:-:-:---_,--____ _ Legal Counsel

13

Exhibit A

Dallas County's Schedule of Fees for Court Costs and Costs of Sale

Court Costs

• Original Petition • Original Citation • Alias Citation • Process Service (per attempt) • Citation by Publication Issuance • Citation by Publication Service • Citation by Publication Advertisement • Intervention Fee • Abstract of Judgment Issuance • Order of Sale (Issuance and Service) • Notice of Lis Pendens - 181 Page • Each Additional Page

$197 $8 $8

$75 $8

$65 $5001

$30

• Abstract of Judgment Recording - 1 s( Page

$8 $148 $16

$4 $16

$4 • Each Additional Page • AdLitem

Costs of Sale • Sheriff Certified Letter • Posting Fee • Levy Fees • Sheriff Commission • Deed Fee

As awarded by the Court

$6 $80

$140 10% of Judgment

$20

1 Citation by Publication Advertisement is an estimated cost; actual cost is that charged by the publication.

COURT ORDER

ORDER NO: 2011 1708


STA TE OF TEXAS'

COUNTY OF DALLAS'

BE IT REMEMBERED, at a regular meeting of the Commissioners Court of Dallas County, Texas, held on the

4th ____ day of Octob~=-__ , 20§1, on motion made by Jolm Wiley Price, District 3 and

seconded by Dr. Elba Garcia, District 4 , the following Order was adopted:

WHEREAS, Commissioners Court was briefed on September 27,2011 regarding the establishment ofa Special Civil Service Commission (composed of three members) and the names of four possible candidates recommended to serve on the Commission to convened and hear the grievances of eight (8) terminated deputy constables; and

WHEREAS, In accordance with civil service rules and regulations, Dallas County Commissioners COUli through official action established a County Civil Service Commission on April 3, 1975 as authorized under V.T.CA., Government Code §§ 158,001··158,015; the current members of the Commission are the Honorable John Wiley Price (Chair), the Honorable Mike Cantrell, and the Honorable Elba Garcia; and

WIIEREAS. Commissioners Court approved disbanding the current eivil service commission and selected George Quesada, Dwayne Bishop, and Mandy Price to serve on the Special Civil Service Commission upon scheduling with the Secretary to the Civil Service Commission (the Director of]'Iuman Resources) not to cxceed ten (10) working days at an estimated cost of approximately $12,220; cost = $5(),92 hr. x 8 hrs. x three (3) appointees x 10 days; and

WHEREAS, the request supports Dallas County Strategic Plan, Vision 1, Strategy 1.3, Dallas County provides Sound, Financially Responsible, and Accountable Governance.

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court hereby approve the appointments jor George Quesada, Dwayne Bishop, and Mandy Price to serve on the Special Civil Service Commission upon scheduling with the Secretary to the Civil Service Commission (the Director o/Human Resources) no/ to

exceed ten (10) working days at an estimated cos:~:::proXi::::~:~2_~2~_~, 2Ol>11;:?!3 ~ ~

ABSENT ~ ---~--,~--- ~~~-----~- ------------

Maul'lne DIckey M Ike Cantrell /

C~'TI1TI1SSlOner D,stl'lct I~ c~ndoner DI~"'i 112.

---- ~~ Dr. Elba Garcia

Commissioner District #4

Recommended by:

K:\Court Orders 2011\Special Civil Service Comm - Appointments ~ 09~2011.doc

EMPLOYMENT 2002 - Present:

1 987 - 2002

1986 - 1987

EDUCATION

George (Tex) Quesada Sommerman & Quesada, L.L.P.

3811 Turtle Creek Blvd., Ste. 1400 Dallas, Texas 75219

George (Tex) Quesada, P,c', associated with Sommerman & Quesada, LLP" Dallas, Texas

Attorney, The Law Offices of Frank L. Branson, P,c', Dallas, Texas

Briefing Attomey, Supreme Court of Texas, Austin, Texas,

1983 Bachelor of Arts & Sciences, Baylor University, Waco, Texas

1986 Juris Doctor, Baylor University School of Law, Waco, Texas

ADMITTED TO PRACTICE: 1986 Texas

1988 United States District COUli, Northem District of Texas

1995 United States District Court, Eastern District of Texas

2004 New Mexico

PROFESSIONAL AFFILIATIONS Dallas Trial Lawyers Association (former President)

Texas Trial Lawyers Association (former President)

New Mexico Trial Lawyers Association

American Association for Justice

PROFESSIONAL ACTIVITIES 1999 - 2005 State Bar of Texas, District 6A Grievance Committee

1991 - 1994 State Bar of Texas, Pattern Jury Committee

Dwayne Bishop

SUMMARY OF QUALIFICATIONS:

• Over 24 years of experience in law enforcement at the local government level; • Proven ability to manage relationships and execute decision making with high-level

officials in both the public and private sector; • Extensive interaction solving complex problems and highly volatile issues with

community leaders and elected officials; • Effective security liaison with major sports arena personnel; • Excellent communication skills both interpersonal and group setting environments; • Highly organized, goal oriented, focused, results-oriented, and adaptable to change; • Ability to synthesize information and formulate sound recommendations on critical and

confidential assignments. • Master Instructor for the Dallas Police Department • Owner and CEO of Congregational Security Inc, an international Security Company that

trains individuals the techniques of personal protection. • Director of Security at St. John Baptist Church in Grand Prairie and Southlake Campus. • State of Texas Certified Security Consultant • State of Texas Certified Level Four Instructor(Dignitary Protection Instructor) • Manager of State of Texas Level Four School(Dignitary Protection School) • State of Texas Certified Investigator • Lead Security Representative for the NBA Charity Game in Chihuahua Mexico. • Lead NBA Security Representative for the 2010 NBA AII- Star Game in Dallas • Lead NBA Security Rep. for the 2011 NBA Champions Dallas Mavericks • Security Consultant to Federal Government Agency "Dallas Housing Authority" • Dallas Police Reserve • Security Consultant to the Dallas Maverick's players," Dirk Nowitzki, Jason Terry and

Jason Kid" • Security Consultant to NFL Players, Emmitt Smith and Brady James

PROFESSIONAL PROFILE

St. John Baptist Church: • Director of Security (Grand Prairie and Southlake Campuses) 2006- Present

Provide security assistance to the Senior Pastor, members and visitors of Saint John Baptist in Grand Prairie and Southlake, Texas. Oversee security operations for approximately 8000-10,000 people. Conduct investigation pertaining to civil and criminal cases. Implement emergency evacuation procedures. Coordinate security with other dignitaries and visiting pastors. Acting Director of Security for Oak Cliff Bible Fellowship Church for apprOXimately six month, until a permanent Director was hired. Oversaw and managed a security budget of approximately $600,000.00.

Congregational Security Inc.: • Owner and CEO (Security Company in Dallas Texas) 2002- Present

Congregational Security Inc. (CSI) is a full-service security company specializing In security information gathering and sharing. CSI offers an on-going informational exchange database to provide detail instances of violent criminal/attacks on places of worship to its members/clients. The database is available 24 hours a day, seven days a week. CSI also offers expertise in all areas of security training, planning, evaluation and implementation, The company has a solid and .Ioyal referral base of potential clients, which is projected to experience significant growth. Dwayne Bishop has grown this company to be a multi-million dollar company in four years.

National Basketball Association (NBA): • Security Representative (assigned to the Dallas Mavericks) 2002- Present

Provide security assistance to the Dallas Mavericks in collaboration with the Director of security at the American Airlines Center. He is responsible for compiling post-game activity reports, and conducting investigations as directed by the NBA Vice President of Security. He serves as a liaison with local, state and federal law enforcement agencies to ensure that arena security complies with NBA mandates. He also assist with coordinating logistics for NBA VIPs attending home games and ensures that game referees are provided adequate security by arena at all times. He has been a Division Manager for the NBA All Star Weekend from 2003-Present, assisted with setting up security at none NBA Arenas in EI Paso, California, Colorado, Nevada, Arizona, Texas, Oklahoma, Albuquerque, New Mexico, Alabama and Chihuahua, Mexico. Lead NBA Security Rep. for the Dallas All Star game in 2010. This was the largest NBA All star game in the history of the league. This game had no major incidents. Lead NBA Security Rep to the 2011 NBA Champions, Dallas Mavericks; security functions included: scheduling security for the players, player's hotel and staff and player's family members.

Dallas Police Department: • Senior Corporal/Detective 1993- 2006

Dignitary Protection - Intelligence Division

Provide dignitary protection for incoming government officials, including the President of the United States and his designated staff, high-profile business, community, and civic leaders at the local, state a'nd national level. Conduct in-depth investigations for reported incidents of death threats. Serve as liaison with other units within the department. Coordinate with other outside agencies including United State Department of State, Federal Bureau of Investigations, Immigration Naturalization Service, and the United States Secret Service, Work in collaboration with Mayor and City Council Office and city departments to identify potentially threatening situations and security challenges at public events and meetings.

• Certified Instructor 1991-2006 Hate Crimes, Training Academy, Dallas Police Department

Developed class curricula and training syllabus for new recruits, Prepare course updates to continually provide current trends and statistics on worldwide hate crimes.

Met with community leaders and citizens to educate the State and Federal laws pertaining to Hate Crimes.

• Criminal Investigator Intelligence Division

1985-1993

Executed, thorough and complete criminal investigations. Performed extensive investigative written reports and presented findings to the Unit Supervisor regarding incidents of importance or of an unusual nature. Esti?blished and maintained critical relationships with key informants. Served in capacity of undercover officer in high crime, blighted and diverse areas of the city.

• Police Officer/Patrol Northeast Division

1982-1985

Answered calls for police services and enforced laws, including the penal code and local traffic laws. Developed community public safety initiatives in Northeast Dallas. Organized crime watches and coordinated work aSSignments with other police personnel.

SPECIAL ASSIGNMENTS/PROJECTS:

• Developed and designed the Dallas Police Department's Executive Protection Course. • Served on security detail for the 2003- 2005 Mayor's Annual Back-to-School Fair

(estimated attendance of over 55,000 each year) • Coordinated and managed security logistics for Mayoral/City Council Inauguration (2005,

2003 and 2001) • Developed and implemented security plan for National Black Caucus of Local Elected

Officials Annual Meeting in Dallas (2002) • Provided dignitary protection to four U.S. Presidents (George W. Bush, Jr., Bill Clinton,

George Bush, Sr., Ronald Reagan, Gerald Ford) and two U.S. presidential candidates (AI Gore and Ross Perot)

• Developed and directed a security plan for the wedding of former Dallas Cowboy Player Emmitt and Pat Smith.

• Served on the protection team for key Head of State visits to Dallas (Mexico PreSident, Vicente Foxx, Philippine PreSident, Corazon Aquino, and Prime Minister Margaret Thatcher)

• Member of the National Hockey League Security Team for 1999 Stanley Cup Western and Eastern Conference Championship, Reunion Arena, Dallas, Texas

• Dallas Ambassadors Forum Security Team (1991-2000) • Assigned to the NBA AII- Star Security Team from 2002-presenl. • Developed a Security Plan for Manoucher Ganji, Former Minister of Education in Iran,

and his family. • Lead Protection Officer assigned to Mayor Ray Nagin of New Orleans (Katrina). • Lead Protection Officer for Martin L. King III and his Family at the 2008 Democratic

Convention in Denver, Colorado. • Liaison to Martin L. King and Bernice King at the 2009 Inauguration of President Barack

H.Obama • Lead NBA Security Representative for the largest NBA AI 1- Star game in history.

SPECIALlZEDfPROFESSIONAL TRAINING:

• Invited to monitor and evaluate VIP Protective Operation at New Scotland Yard London, England(2006)

• Invited to Monitor and evaluate VIP Protective Operation in Belfast and Dublin, Ireland (2006)

• European Security Advisors' VIP Protection Course, Great Britain (2000)

• Dignitary Protective Security Operations Course, Department of State, Diplomatic Security Service, Dunn Loring, Virginia (2000)

• Dignitary Protective Security Operations Training Program, Federal Law Enforcement Training Center, Glynco, Georgia (1993)

• Hate Crimes Seminar, Northwestern University Traffic Institute (1991) • Seminar on The Theory and Politics of Terrorism, U.S. Department of Justice Federal

Bureau of Investigation (1990) • Special Deputation, U.S. Department of Justice, United States Marshall Service (1987-

1989) • Central Intelligence Agency, Protection Operations Cadre: Principles of Protection- 1986 • Certified Drug Examiner for the NBA 2003-2005. • Director of the Dallas Police Department's Executive Protection Course. • Certified instructor of Techniques for effective Alcohol Management.

EDUCATION:

Bachelor of Science, University of Alabama, Birmingham, Alabama (1982) Major: Business Administration Minor: Business Management

PROFESSIONAL ASSOCIATIONS:

• Dallas Police Association • Texas Peace Officer Association (Chapter Affiliate of the National Black Police

Association, Inc.) • Dallas Patrolman Union • National Intelligence Organization

COMMUNITY SERVICE:

• SI. Phillips School Annual Fundraising Campaign, 1995- Present • Boys and Girls Club of America/Oak Cliff Branch, 1995-Present • Associate Member of the Science Place/lmax Theater at Fair Park, 1997 -Present • Member of the Dallas Zoological Society, 1997-Present • Camp Jubilee (Sickle Cell Anemia Kids) Volunteer, 1997 -Present • YMCA of Grand Prairie, 1997 -Present • Member of the NAACP Dallas Chapter

Professional and Personal References Available Upon Request

Experience

Education

Community Service

Mandisa Price 408 Trinity River Circle

Dallas, TX 75203 214.948.9666

[email protected]

WElL, GOTSHAL & MANGES LLP, Dallas, TX September 2006 - Present Corporate Associate Worked on various complex corporate and transactional matters, including cross-border transactions, financing transactions and debt restructurings. Represented private equity finns and public companies in connection with public and private acquisitions, divestitures and investment transactions. Member of the WGM Dallas Pro Bono Committee and Dallas Office Diversity Committee.

AKIN, GUMP, STRAUSS, HAUER & FIELD LLP Dallas, TX Summer 2005 Summer Associate Worked on various corporate and real estate matters. Researched numerous securities issues and drafted memorandum outlining the requirement of Rule 144 and Reg. S of the U.S. Securities Act of 1933.

VINSON & ELKINS LLP, Dallas, TX Summer 2005 Summer Associate Worked on various corporate and finance matters. Performed due diligence and helped prepare for an S-I securities offering.

HUGHES & LUCE LLP, Dallas, TX Summer 2004 Summer Associate Worked on litigation and corporate matters. Conducted research and drafted memoranda relating to a manufacturer's continuing duty to warn, attorney fees, federal anti-kickback laws and regulations governing limited partnerships.

BANK OF AMERICA, Dallas, TX Summer 2001 Commercial Real Estate Group Intern Provided research on the national real estate market, analyzed financial ratios, reviewed financial statements for bank compliance, assessed commercial lease documents, created pro-fonna financial statements and developed reports for the underwriters.

COMERICA BANK, Dallas, TX Summer 1999,2000 Intern Assisted in the budget process, analyzed financial trends and developed cost models for the Information Services Department. Conducted research that led to the implementation of a new bank policy concerning the donation of computers.

HARVARD LAW SCHOOL, J.D., June 2006 Activities: Black Law Students Association, President

Civil Rights-Civil Liberties Law Review, Student Outreach Editor Texas Club, Co-President

UNIVERSITY OF TEXAS AT AUSTIN, B.BA in Finance, May 2003 Honors: Business Honors Program Graduate

Distinguished Scholar Dean's Dozen (Dean of Students Recognition for Campus Activism) Cactus Goodfellow (For Outstanding Contributions to the University)

Activities: Student Government, Internal Financial Director and At-Large Representative Orange Jackets

J. L, TURNER LEGAL ASSOCIATION, Vice-President, Former Community Outreach Chair DALLAS BAR ASSOCIATION, Co-Vice Chair of the Legal Lines Committee ATTORNEYS SERVING THE COMMUNITY, Member THE UNIVERSITY OF TEXAS 1883 COUNCIL, Member UNITED WAY, African-American Leadership Society and Young Leaders Society

COURT ORDER

ORDER NO: 2011 r,09


STATE OF TEXAS '

COUNTY OF DALLAS '

BE IT REMEMBERED, at a regular meeting of the Commissioners Court of Dallas County, Texas, held on the _4_tl_l __

day of __ O_c_t_o_b_e_r ___ " 20 II, on motion made by Jolm Wiley Price, Distri~-----, and seconded by

-=D:..:r::c.,-,E::.::l:ob:::a,--"G",ar=c""i~a",-""D±i£s"'-trh.l±· c",th-'t",'14±-. __ " the following Order was adopted:

WHEREAS, Commissioners Court was briefed on September 21, 2011 regarding the Executive Director of the Public Employee Benefits Cooperative (PEBC) notification to the Board of Governors that Pay Flex Systems USA, Inc. (Pay Flex) had been acquired by Aetna, Inc. and that Pay Flex would become a subsidiary of Aetna, Inc. during the last quarter of2011; and

WHEREAS, This change of control provides members ofPEBC (Dallas County, Tarrant County, Parker County, Denton County, and North Texas Transportation Authority (NTTA)) with the right to terminate their contract with Pay Flex; Pay Flex submitted its request that Dallas County along with other members ofthe PEBC continue their relationship with Pay Flex and waive their rights to termination of the contract; and

WHEREAS, Dallas County acknowledges the affiliation between Pay Flex and Aetna, Inc., and as a member ofPEBC will continue its contract with Pay Flex as recommended and supported by Judge Jenkins, the HR Director and the County Auditor; and

WHEREAS, Approval ofthis recommendation supports the Dallas County Employee Benefits Programs and supports Vision 1, Strategic 1.3: Dallas County provides sound, financially responsible and accountable governance.

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners COUlt hereby acknowledge the acquisition of Pay Flex Systems USA, Inc. (PayFlex) by Aetna, Inc and approve waiving the contractual termination rights with PayFlex Systems, Inc., and authorize Judge Jenkins to sign the Pay Flex Waiver on behalf of Dallas County (Attachment A).

Recommended by:

___ 4_t_h _____ dayof ____ 0_c_t_o_b_e_r ______ ___

ABSENT Maurine Dickey

Commissioner District # 1 Mike Cantrell ;I

/6jnmissioner Distric~2!

C>x/t?~ ;fJt( ~ Dr. Elba Garcia

Commissioner District #4

Mauldin-Taylor, Ph.D., Dire r Resources/Civil Service Dep ment

ATTACHMENT A

Clay Jenkins County of Dallas

September 7,2011

Re: PavFlex Svstems USA. Inc. ("PavFlex")lCountv of Dallas/Flexible Benefit Plan Administrative services Agreement / Public Emplovee Benefits Cooperative of North Texas/Signed bv the County of Dallas on April25, 2006. as Amended

Dear Mr. Jenkins:

On July 18, 2011, PayFlex announced that it had entered into an agreement to be acquired by Aetna. The transaction is subject to customary closing conditions (including antitrust regulatory approval), and is expected to close in the second half of 2011.

This letter is being delivered to you pursuant to Section 9.3(e) of the Flexible Benefit Plan Administrative Services Agreement between the County of Dallas and PayFlex. Upon the closing of the merger, Pay Flex will become affiliated with Aetna as a subsidiary of Aetna. Although the County of Dallas has the right to terminate the Flexible Benefit Plan Administrative Services Agreement as a result of this change of control, PayFlex is requesting that the County of Dallas waive such termination right. Please confirm the County of Dallas' waiver of its termination right by signing below and returning a signed copy of this letter to me via e-mail at [email protected].

PayFlex appreciates the relationship it has with the County of Dallas and looks forward to continuing to provide exceptional service to you in the future. In the event you have any questions, please do not hesitate to contact me at (630) 258-4061.

Sincerely,

P~:g;S USA, Inc.

2'Butler President

ACKNOWLEDGED, AGREED TO AND SO WAIVED:

County of Dallas

By: Its: Authoriz/ld R Dated: Octobet.. ,

COURT ORDER

ORDER NO: 2 0 1 j 1, 1 0 DATE: October 4, 2011

STATE OF TEXAS

COUNTY OF DALLAS

BE IT REMEMBERED, at a regular meeting of the Commissioners Court of Dallas County, Texas, held on the 4th

day of October, 2011, on motion made by Jolm Wiley Price, District 3

Dr. Elba Garcia, District 4, the following Court Order was adopted;

, and seconded by

WHEREAS, the Commissioners Court was briefed on August 2, 2011 about the annual payment due to The First Administrative Judicial Region; and

WHEREAS, the County's pOltion ofihe Region's budget is based on the latest decennial census; and

WHEREAS, the 2010 census apportions approximately 47.9% of the budget to Dallas County or $140,483.19.

IT IS HEREBY ADJUDGED, DECREED, AND ORDERED that the Dallas County Commissioners Court receives for filing the 201l/2012 assessment due the First Administrative Judicial Region in the amount of $140,483.1 9.

DONE IN OPEN COURT this the 4th day of October 2011.

ABSENT Ma~commis: fDistrict 1

Mike Cantrell, Commissioner of District 2 Dr Elba Garcia, Commissioner of District 4

Recommended for Approval by: -,d~O~{M""'4",,, .. Q~,..-h ...... .tf.r-=='-------Virginia Porter County Auditor

ORDER NO. _2_0_1_1 DATE: October 4, 2011

STATE OF TEXAS

COUNTY OF DALLAS

1711

§ §

§ §

COURT ORDER

BE IT REMEMBERED, at a regular meeting of Commissioners' Court of Dallas County, Texas held on

the 4th day of October 2011, on motion made by

~J~cl=m~W=il=e~y~P=r]=~c=e~,_C~o=rnml=='=ss=i=o=n=e=r,--o=f~Dl='s=t=r=i=ct~N=o=",--3~ ___________________ ,andsecondedby

__ D_r _" _E=l,--ba~G,--a,--r_cl,--' a-<, __ Co,--rnml==',--S,--Sl_' o_n_e_r_o_f __ D_i_st_r_i_c_t _N_o_" _4 ___________ , the following Order was adopted:

WHEREAS, Amendments Number 4 to DOE ARRA Weatherization Assistance Program Contract Nos. 16090000763 and 16090000764, and Amendment Number 5 to Contract No. 16090000748, were discussed in Commissioners Court on September 27,2011; and

WHEREAS, the Texas Department of Housing and Community Affairs (TDHCA) has notified Dallas County Health and Human Services of Amendments Number 4 to DOE ARRA Weatherization Assistance Program Contracts Nos. 16090000763 and 16090000764, with the cities of Mesquite and Richardson, and Amendment Number 5 to Contract No. 16090000748 with the City of Irving, which extend the contract terms through December 31,2011; and

WHEREAS, the Weatherization Assistance Program is a human service program which provides for the weatherization of homes of low-income families, and is consistent with the County's Strategic Plan Vision 2: Dallas County is a healthy community; and

WHEREAS, the Contract Amendments require the approval of the Court and the electronic signature of the County Judge.

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED that the Dallas County Commissioners Court does hereby approve Amendments Number 4 to the TDHCA DOE ARRA Weatherization Assistance Program Contracts with the cities of Mesquite and Richardson, Contract Nos. 16090000763 and 16090000764, and Amendment Number 5 to the Contract with the City of Irving, Contract No. 16090000748, which extend the contract terms through December 31 , 2011, as attached, and authorizes the County Judge to electronically sign the Contract Amendments on behalf of Dallas County.

DONE IN OPEN COURT this the 4th day of _____ O_c_t_o_be_r ________ -=-__ _

~ ABSENT

Maurine Dickey Mike Cantrell );: " ioner, District No. 1 /Jommis~r, DiS~· ..

/a~ f2 ~ -=-~h $~ A John Wi ey Price Dr. Elba Garcia ~sioner, Istrict NO.3 Commissioner, District NO.4

Recommended by: :;;:~ ~=..:.s &A...)~---::c------:-:-:-----=----,---¥~hO pson, virector, Health and Human Services ,

TEXAS UEJ-,\RTrattENT OF HOt!SING ANI} COMl\llINHV AF'FAiRS CONTRACT NUMBER 16090000763 FOR THE

THE AMERICAN RECOVERY AND REINVESTMENT ACT IARRA) ICFDA# 81M2}

AMENDMENT NUMBER: 4

SECTION I. PARTIES TO (:ONTRACI

The Texas Department or Housing and Community AlTair:>, a public and otlicial agency of the Slate of Texas (hereinafter

the "DepartmenCl and Dallas Coumy - i)( llll\ . I'm ('!t~ of !\·1I;c;qoite (hereinafter the "SuhrccipicnC) do hereby contract

and agree to amend the contract h) llild between th~ partics identified on Department records <L" Contract Number

I MJ9(J000763 ("ContracC ,.

SECTION 2. CONTRACT TERM

The period for perfommnce of Ihis contract. unlesf> earlier terminated, is Scptcmher Ol, 20U') through Lkccmber 31. 201!

(hereinafter the "ConlHlcl Tcnn"),

SECTION 3.

The Contract if> amended !O revise Ihl' contract end dale in SECTIO)\ 2. CONTRACT T£l~M as idenlific-d in its entitrety replacing with the following:

"SECTION 2. CONTRACT TERM The period fiJI' performance or this contract. unless earlier terminated. is :'lcplember \) I, 2009 through I kccmbel 31, 201 I (hereinafter the "Contract T\!nn'·)."

SECTION 4. AGREEMENT

The parties hereto agree that all other terms of the Contract shall remain in eHcct as therein set forth and shall continue to

govern except to the extem that said terms conflict with the terms of this amendment. In the evelll any connie! in terms

exists, this amendmenl shall control. unless ·it can not be read consistently with the entirety of the contract or is made void

hy operation of law Each capitalized term not expressly delincd herein shall have Ihe meaning given to stich term in the

Contract.

SECTION 5.

This amendment shal! be etli::ctive on the date of execution of this amendment hy the Executive Director of the Texas Department of Housing and Community All'airs.

SECTION ().

By signing this amendment. the parlies expn:ssly understand and agree that its {cnns shall heenme a part of the Contract as

if i! wen.: sel worth 'Word for word therein. This amendment shall he binding upon the parties hereto and their respective successors and assigns,

AGREED TO ANI) EXECliTEO BY:

Dallas County· nC'HHS·, for City of Mec;qulk

By

Date Signed:

TEXAS OEI'ARTi\'1ENT OF 1I0{JSING ANI} COMMliNITY AFFAIRS

By:

Date Signed:

Page 1 of I

TEXAS DEI)ART~iJENT OF HOUSI:\G ANI) COMi\-WNITY A,FFAJR...~

CONTRACT NUMBER 16j)\)()OO()7()·t FOR THE

THE AMERICAN RECOVERY AND REINVESTMENT ACT IARRA)(CFDA# 8J_(42)

AMENIlMENT NUMBER ~

SECTJO!\ 1. PARTIES TO C()~TRACT

The Texas Departml'll\ of Housing and COimnUnlty AffUlb. (! rubhc and official agency of the Stat.e of Texas Ihl'reinal'tcr the "Depanmcnn and DHII.", COlintl - Del-II-IS 10; C!l1 of R.ich,!rJ~nl1 (heremaller the "SubreciplenC) do hercb)

contract and agree to amend the contract hy and between the p3.rtlC~ Idemilled on Department records as Contract Number

j 6090000764 ("Contract"')

SECTIOl\ 2. CONTRACT TERM

The period for perfonmmce of IhlS contract unless earlier tennmated, is S(~r\emhe!- O!. 20lN throllgh Lkccmber ,)1. 2011 (hereinaner the "Contract Tenn'·)

SECTION 3.

The Contract !!i amended to reVIse the contract end date 111 SECTIOI\ 2. CO.\'TRACT TERM us identified In ItS

cntltrety replacing with Ihc ti)lIowmg

"SECTiON 2. CONTRACT TERM

The period for performance of tbls contract. unless earlier lernlmaH:d. IS Septemher U I. 2(J()l) through Ik,:emht'l 31. 2() II (hereinal1er lh~' ·'Contract Term") "

SECTION 4. AGREEMENT

The panres hereto agree that all other terms of thc Contract shall remam III effect us therem set forth and shall contmue to

govern except to the cxtCJ11 that said terms eonl1H:! with the tenns of this amendment In the event any wnllict in terms exists. this amendment shall comrol, unless it can not be reud consistently with the enurety of the contract or is made void

by operation of law Each capll_al!zcd term not expressly defined herem <;hall have the meamng given \0 sucb term 111 tilt>

Contract

SECTION 5.

fillS amendment shall he efiectivc on the dale or execution of thiS amendment by the Executive Director of lht Tc:<.a~

Depanment ofl'loLJSlIlg and Commonlty Allbirs

SECrIO" (,_

By signing thiS amendment. the partlcs cxpre:;sly understand and agree that its terms shall become a part of the Contract as if it -wen' set \~orth word for word therein rhi~ amendment ~hu!1 be hmdmg. upon 1he partles hereto and theIr respccllvL'

successors and assign:.

AGI~EEI) TO ANI) EXECliTED BY;

By

Date Signed

Tl'=XAS j)EI~ARTM£NT OF HO{)SING ANI) COMMUNITY AFFAIRS

By

Date Signed

Puge I of I

TEXAS DEI~ARTMENT OF HOVSING ANI) C()MMlINITY AFFAIRS CONTRACT NUMBER 1I'ti1\)!)OO(l74k FOR THE

TI-IE AMERICAN RECOVERY AND REINVESTMENT ACT (ARRA) (CFDA# 81,(}42)

AMENDMENT NUMBER: 5

SECTIOl'i I. IlARTIF.S TO CONTRACT

The Tcxa~ Oepanment of Housing and Commull!ty Affairs. a pubhe and officml ag.ency of the State of Te.xas (hl.wmat'ter

the "Departnlt.'nC' and Didla" Cllilll\ DCI'II-!::; I'll!' CH\" ()]' lrvlllf' {heremat1er the "Subrcclpient ') do herehy contract

and agree to amend the contract h> and hetween the pailleS Identified on Department records as Contract Number

J 60900007·Hi {"Contracn

SECflON 2. CONTRACf TERM

The penod for performance of thiS contract. unless earlier tennmalcd, IS Scptembel Ol. 2(){)lj through [kn'mbcr 3]. 2()11

(hereinafter the "'Contract Term'")

SECTION J,

'1111: Contract is amended to revise the contract end dale m SEeTlO!'; 2. CONTRACT TERM ;;l<; identified in its entl1rety repiacmg with the fo!lowmg

"SECTlOl'\ 2. CONTRACT' TERM

Thl.' period for perfonnuncc of thiS contract. unless earlier term mated. IS Serlcmber (I [. 2lH)~1 through Ikcl'l11h('f 31.2011 (heremafter the "Contract Term") H

SECTIO'" 4. AGREEMENT

The parties hereto agR"C that all otht'r terms of the Contract shall remaln m circct as then:in sct forth and shai! conlmUl.: to

govern except to the extent that said terms connl~·t wah the terms of thiS amendment In the event any conflict III terms exisb. tillS mnendrnent shan COntrol. unless It can not be read consis\I:ntly with the entirety of the contract or IS made vmd

by operation of law Each ctlpitalizcd term not expressly defmed herem shall have the meaning given to such lenn In the

Contract

SECTION 5,

ThiS ume-ndmem shall be eilcctivc on the date or execU(lon or thiS amendment oy the Execuuve Director of the Texa<;

Depunmenl of Housmg and Comml1l11ty AITairs

SECTION 6.

By sigmng tillS amendment. the rxmles expressly understand and agnx' Ihat its terms shull hewme a part of the Contract as if It were set wOr1h word for word therem TIllS amendment shull be bmding upon tht: purties hereto and their respecuvc

successors and asslg:rl$

AGREED TO AND EXEc(rnm B'I';

DulhtS C{)I)n\~ - DCllHS - (or ellv of irving

Hy

Dme Slgn ... d

TEXAS I}EPARTMENT OF HOliSING ANI) COMMl!NITY AFI''AIRS

By

Dale Signed

Page I of

90 1 ORDER NO.'" 1

COURT ORDER

DATE: CCt:oter 4, 20ll


COUNTY OF DALLAS §

BE IT REMEMBERED at a regular meeting of Commissioners Court of Dallas County, Texas, held on the

~day of CCt:oter , 2011, on motion made by 101m Wj J ey prj cP, OJ strj ct No 3

and seconded by Dr. Elba Garcia, District No.4 , the following Order was adopted:

WHEREAS, the Texas Department of State Health Services (DSHS) Contract No, 2012-039557-001, Immunization Branch - Locals was briefed in Commissioners Court on September6, 2011; and

WHEREAS, the renewal agreement for Subcontracting Child Immunization Services between the City of Richardson and Dallas County Health and Human Services (DCHHS) was briefed in Commissioners Court on September 27, 2011; and

WHEREAS, the City of Richardson will provide an on-going free childhood immunization clinic for the Children of Richardson and Students enrolled in the Richardson Independent School District (RISD); and

WHEREAS, the City of Richardson shall cooperate and work with DCHHS to comply with State requirements and promote age appropriate immunizations of children in the community and participate in activities designed to improve immunizations; and

WHEREAS, the City of RiChardson shall maintain accurate and complete records and data for the services performed under this agreement and shall submit such reports and data to DCHHS upon request; and

WHEREAS, the amount of the Renewal Agreement will not exceed $30,000, Funding is available from the Department of State Health Services Immunization Grant; and

WHEREAS, recommendations are consistent with the Dallas County StrategiC Plan, Vision 2: Dallas County is a healthy community; and

WHEREAS, the term of this attachment September 1, 2011 through August 31, 2012,

IT IS NOW THEREFORE ORDERED, ADJUDGED AND DECREED that the Dallas County Commissioners Court does hereby approve the Renewal Agreement for Subcontracting Child Immunization Services between the City of Richardson and Dallas County Health and Human Services (DCHHS), and authorizes the County Judge to sign the agreement and all related documents on behalf of Dallas county~

DONE IN OPE 10 RT thiS the 4th day of October , 2011 ~ _ . }

7 ABSENT

fl

aurine Dickey, District #1 Mike antrell, )2I(strict #2

Dr. Elba Garcia, District #4

Recommended By: -z'~~~Z-"a~;#~::-.---

STATE OF TEXAS § § §

COUNTY OF DALLAS §

1. PARTIES

INTERLOCAL AGREEMENT FOR SUBCONTRACTING CHILD IMMUNIZATION SERVICES BY AND BETWEEN DALLAS COUNTY, ON BEHALF OF DALLAS COUNTY HEALTH AND HUMAN SERVICES, AND CITY OF RICHARDSON

This Interlocal Agreement ("Agreement") is made to subcontract child immunization services by and between the City of Richardson, Texas ("City" or "Subcontractor"), a Texas municipal corporation, and Dallas County, Texas ("County" or "Contractor"), a governmental entity, on behalf of Dallas County Health and Human Services ("DCHHS"), pursuant to the authorities granted by Texas Government Code Chapter 791: Interlocal Cooperation Act, Texas Health and Safety Code Chapters 12, 81, and 161, Texas Education Code Chapter 38, Texas Human Resources Code Chapter 42, and other applicable federal, state and local laws and standards for child immunization services by City.

2. TERM

The Term forthis Agreement is in accordance with the Texas Department of State Health Services Contract No. 2012-039557-001 ("DSHS Contract"), from September 1,2011 through August 31, 2012, unless otherwise stated in this Agreement or the DSHS Contract.

3. CHILD IMMUNIZATION SERVICES AND REQUIREMENTS

A City will provide an ongoing free childhood immunization clinic for the children of Richardson and students enrolled in the Richardson Independent School District (RISD) in accordance with the immunization requirements stated in the DSHS Contract, which is attached and incorporated for all purposes as Attachment A to this Agreement.

B. City shall cooperate and work with DCHHS to comply with State requirements and to promote age appropriate immunizations of children in the community and participate in activities designed to improve immunization.

C. City shall maintain accurate and complete reports and data for the services performed under this Agreement and shall submit such reports and data to DCHHS upon request.

4. PAYMENT

A Subject to funding from DSHS, County will pay City Thirty Thousand and 00/100 Dollars ($30,000.00) for the services required during the Term of this Agreement.

B. Should this Agreement be earlier terminated, City shall refund County any unused and or unaccounted portion of the $30,000.00.

5. TERMINATION

A Without Cause: This Agreement may be terminated in writing, without cause, by either party upon thirty (30) days prior written notice to the other party;

B. With Cause: The County reserves the right to terminate the Agreement immediately, in whole or in part, at its sole discretion, for the following reasons:

ILA FOR SUBCONTRACTING CHILD IMMUNIZATION SVCS BETW DALLAS COUNTY & CITY OF RICHARDSON-2012 1

1) Lack of, or reduction in, funding or resources;

2) Non-performance;

3) City's improper, misuse or inept use of funds or resources; and/or

4) City's submission of data, statements and/or reports that are incorrect, incomplete and/or false in any way,

6. INDEMNIFICATION

County and City, including their respective employees and elected officials, 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 under Texas and other applicable laws, and without waiving any available defenses under Texas and other applicable laws. Nothing in this paragraph shall be construed to create or grant any rights, contractual or otherwise, in or to any third persons or entities.

7. INSURANCE

City agrees that it 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 law under a plan of self-insurance, that is also maintained in accordance with sound accounting practices. It is expressly agreed that City will be solely responsible for all cost of such insurance; any and all deductible amounts in any policy; and in the event that the insurance company should deny coverage.

8. NOTICE

Any notice or certification required or permitted to be delivered under this Agreement shall be deemed to have been given when personally delivered, or if mailed, seventy-two (72) hours after deposit of the same in the United States mail, postage prepaid, certified, or registered, return receipt requested, properly addressed to the contact person shown at the respective addresses set forth below, or at such other addresses as shall be specified by written notice delivered in accordance herewith:

COUNTY Zachary Thompson, Director Dallas County Health & Human Svcs. 2377 N. Stemmons Frwy., Suite 600 Dallas, Texas 75207-2710

9. ENTIRE AGREEMENT AND AMENDMENT

CITY Bill Alsup City of Richardson P.O. Box 830309 Richardson, TX 75083

This Agreement, including any Exhibits and Attachments, constitutes the entire agreement between the parties and supersedes any other agreements concerning the subject matter of this transaction, whether oral or written. 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.

10. 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 are for the convenience of reference only and shall not be considered in any interpretation of this Agreement.

11. SEVERABILITY

If any provision of this Agreement is construed to be illegal, invalid, void or unenforceable, this construction will not affect the legality or validity or any of the remaining provisions. The unenforceable or illegal provision will be deemed stricken and deleted, but the remaining provisions shall not be affected or impaired, and such remaining provisions shall remain in full force and effect.

12. GOVERNMENT FUNDED PROJECT

If Agreement is funded in part by either the State of Texas or the federal government, the City agrees to timely comply without additional cost or expense to County, 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.

13. FISCAL FUNDING CLAUSE

Notwithstanding any provisions contained in this Agreement, the obligations of the County under this Agreement is expressly contingent upon the availability of funding for each item and obligation for the term of the Agreement and any pertinent extensions. City shall not have a right of action against County in the event County is unable to fulfill its 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 fiscal years. In the event that County is unable to fulfill its obligations under this Agreement as a result of lack of sufficient funding, or if funds become unavailable, County, at its sole discretion, may provide funds from a separate source or may terminate this Agreement by written notice to City at the earliest possible time prior to the end of its fiscal year.

14. DEFAUL TI CUMULATIVE RIGHTSI MITIGATION

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.

15. IMMUNITY

This Agreement is expressly made subject to City's and County's Governmental Immunity, including, without limitation, Title 5 of the Texas Civil Remedies Code and all applicable State and federal 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.


16. COMPLIANCE OF 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 materials, and all applicable federal, State, and local statutes, ordinances, rules, and regulations. Texas law shall govern this Agreement and venue shall lie exclusively in Dallas County, Texas.

17. RELATIONSHiP OF PARTIES

City is an independent contractor and not an agent, servant, joint enterpriser, joint venturer or employee of County. City and County agree and acknowledge that each entity shall be responsible for its own acts, forbearance, negligence and deeds, and for those of its agents or employees in conjunction with the performance of work covered under this Agreement.

18. SIGNATORY WARRANTY

City and County represent that each has the full right, power and authority to enter and perform this Agreement in accordance with all of the terms and conditions, and that the execution and delivery of Agreement have been made by authorized representatives of the parties to validly and legally bind the parties to all terms, performances and provisions set forth in this Agreement.

BY:

A DATE: ---""="""--"-'

\ Recommended:

~~ By/zachary om'pson Director, DCHHS

*Approved'ys to Form: /:. ' /~ ,//'

-1'1: ardon Hikel

Chief, Civil Division Assistant District Attorney

CITY OF RICHARDSON (CITY):

BY: Bill Keffler City Manager/ Mayor

DATE: ______________________ __

Approved as to Form:

BY: Peter Smith 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 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).


ATTACHMENT A ATTACH THE FOLLOWING DOCUMENT TO THIS AGREEMENT:

(DSHS Contract No. 2012-039557-001)

DEPARTMENT OF STATE HEALTH SERVICES

This contract, number 2012-039557 (Contract), is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas, and DALLAS COUNTY (Contractor), a Government Entity, (collectively, the Parties).

1. Purpose of the Coutract, DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations as described in the Program Attachments.

2. Total Amouut of the Contract and Payment Method(s), The total amount of this Contract is $2,029,093.00, and the payment methodes) shall be as specified in the Program Attachments.

3. Fnndiug Obligation. This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract.

4. Term of the Contract. This Contract begins on 09/01/2011 and ends on 08/31/2012. DSHS has the option, in its sole discretion, to renew the Contract as provided in each Program Attachment. DSHS is not responsible for payment under this Contract before hoth parties have signed the Contract or before the start date of the Contract, whichever is later.

5. Anthority. DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001.

6. Documents Forming Contract. The Contract consists of the following:

a. Core Contract (this document) b. Program Attachments:

2012-039557-001 IMMUNIZATION BRANCH - LOCALS

c. General Provisions (Sub-recipient) d. Solicitation Document(s) (NA), and e. Contractor's response(s) to the Solicitation Document(s) (NA). f. Exhibits

Any changes made to the Contract, whether by edit or attachment, do not fonn part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein.

92648-{

7. Conflicting Terms. In the event of conflicting tenus among the documents forming this Contract, the order of control is first the Core Contract, then the Program Attachment(s), then the General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document, if any.

8. Payee. The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received under this Contract:

Name: DALLAS COUNTY Address: 509 MAIN ST STE 407

DALLAS, TX 75202-5717 Vendor Identification Number: 17560009056005

9. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract.

By signing below, the Parties acknowledge that they have read the Contract and agree to its terms, and that the persons whose signatures appear below have the requisite authority to execute this Contract on behalf of the named party.

DEPARTMENT OF STATE HEALTH SERVICES

By: ________ _

Signature of Authorized Official

Date

Adolfo M. Valadez, M.D., M.P.H.

Assistant Commissioner for Prevention and Preparedness Services

1100 WEST 49TH STREET AUSTIN, TEXAS 78756

512.458.7111

[email protected]

92648-1

DALLAS COUNTY

By: _________ _

Signature

Date

Zachary Thompson, Director Printed Name and Title

2377 N. Stemmons Frwy., Ste. 600 Address

Dallas, TX. 75207

City, State, Zip

214(819-2100 Telephone Number

[email protected] E-mail Address for Official Correspondence

BY: ~~~~~~~~~~~~~~ __ _ (signature of person authorized to sign)

Clay Lewis Jenkins, County Judge

CONTRACT NO. 2012-039557 PROGRAM ATTACHMENT NO. 001 PURCHASE ORDER NO. 0000377486

CONTRACTOR: DALLAS COUNTY

DSHS PROGRAM: IMMUNIZATION BRANCH - LOCALS

TERM: 09/0112011 THRU: 08/31/2012

SECTION I. STATEMENT OF WORK:

Contractor shall implement and operate an immunization program for children, adolescents, and adults, with special emphasis on accelerating interventions to improve the immunization coverage of children two (2) years of age or younger (0 to 35 months of age). Contractor shall incorporate traditional and non-traditional systematic approaches designed to eliminate barriers, expand immunization capacity, and establish uniform operating policies, as described herein.

Contractor shall be enrolled as a provider in the Texas Vaccines for Children Program (TVFC) by the effective date of this Renewal Program Attachment, and must adhere to the TVFC Operations Manual and associated TVFC policy guidelines provided by DSHS (located at http://www.dshs.state.tx.us/immunize/tvfc/tvfc manual.shtm).

Contractor shall comply with written policies and procedures provided by DSHS in managing vaccines supplied through the TVFC program, including guidelines for proper storage and handling of vaccines and for safeguarding vaccine in the event of natural disaster. Contractor shall comply with all requirements laid out in the final, approved Work Plan (Exhibit A).

• Contractor will continue to use the current vaccine management system as described in the TVFC Operations Manual until directed by DSHS to transition to a new "provider choice" system. Contractor shall, as directed by DSHS, implement provider choice in contractor's clinic(s) by the schedule provided by DSHS.

• Contractor shall notify providers of changes to vaccine managements reporting, and present updates and training to providers, as requested by DSHS. This would include any transition to a "provider choice" system.

• Contractor shall plan and implement community-based activities to accomplish the required tasks as specified in the final, approved work plan (Exhibit A).

Contractor shall report all reportable conditions as specified in 25 Texas Administrative Code (TAC) Part r §§97.1-97.6 and §§97.101-97.102, and as otherwise required by law.

Contractor shall report all vaccine adverse event occurrences in accordance with the 1986 National Childhood Vaccine Injury Act (NCVIA) 42 U.S.c. § 300aa-25 (located at http://vaers.hhs.gov 1 default.htm).

PROGRAM ATTACHMENT - Page I

Contractor shall inform and educate the public about vaccines and vaccine-preventable diseases, as described in the DSHS Immunization Contractors Guide for Local Health Departments.

Contractor shall work to promote a health care workforce within the Local Health Department's service area (including Contractor's staff) that is knowledgeable about vaccines, vaccine safety, vaccine-preventable diseases, and delivery of immunization services.

Contractor shall not deny vaccinations to recipients because they do not reside within Contractor's jurisdiction or because of an inability to pay an. administration fee.

Contractor shall comply with all applicable federal and state regulations and statutes, including but not limited to:

• Human Resources Code §42.043, VTCA; • Education Code §§38.001-38.002, VTCA; • Health and Safety Code §§12.032, 81.023 and 161.001-161.009, VTCA; • 25 T AC Chapter 97; • 25 TAC, Chapter 96; • 25 TAC, Chapter 100; • 42 USC §§247b and 300 aa-25; and • Omnibus Budget Reconciliation Act of 1993, 26 USC §4980B.

Contractor shall comply with current applicable state and federal standards, policies and guidelines, including but not limited to DSHS's Standards for Public Health Clinic Services, revised August 31, 2004 (located at http://www.dshs.state.tx.us/qmb/default.shtm#public).

Contractor shall be responsible for conducting outreach regarding vaccinations for children (19 through 35 months of age in the Contractor's jurisdiction) included on the list distributed to Contractor by DSHS. Lists are distributed at the start of each tri-annual reporting period (September 1,2011, January I, 2012, and May 1,2012).

Contractor must receive written approval from DSHS before varying from applicable policies, procedures, protocols, and/or work plans, and must update and disseminate its implementation documentation to its staff involved in activities under this contract within forty-eight (48) hours of making approved Changes.

DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. DSHS will monitor Contractor's expenditures on a quarterly basis. If expenditures are below what is projected in Contractor's total Renewal Program Attachment amount, as shown in SECTION VII. BUDGET, Contractor's budget may be subject to a decrease for the remainder of the Contract term. Vacant positions existing after ninety (90) days may result in a decrease in funds.

PROGRAM ATTACHMENT - Page 2

SECTION II. PERFORMANCE MEASURES:

The following performance measurers) will be used, in part, to assess Contractor's effectiveness in providing the services described in this Renewal Program Attachment, without waiving the enforceability of any of the terms of the Contract:

• LHDs shall investigate and document, in accordance with DSHS Texas Vaccine-Preventable Disease Surveillance Guidelines (located at http://www.dshs.state.lx.us/idculhealthlvaccine _preventable_ diseases/resources/vpd_guide. p df) and NBS Data Entry Guidelines, at least 90% of suspected reportable vaccinepreventable disease cases within thirty (30) days of notification.

• LHDs shall complete 100% of the follow-up activities, designated by DSHS, for TVFC provider quality assurance site visits assigned by DSHS.

• LHDs shall contact and provide case management to 100% of the number of hepatitis B surface antigen-positive pregnant women identified.

• LHDs shall contact 100% or 400 per FTE (whichever is fewer) families of children who are not up-to-date on their immunizations according to the ImmTrac-generated list provided to the LHD by DSHS at the beginning of each reporting period.

• LHDs shall review 100% of monthly biological reports, vaccine order forms (when applicable), and temperature logs for accuracy to ensure the vaccine supply is within established maximum stock levels.

• LHDs shall complete 100% of child-care facility and Head Start center assessments, in accordance with the Immunization Population Assessment Manual, as assigned by DSHS.

• LHDs shall complete 100% of public and private school assessments, retrospective surveys, and validation surveys, in accordance with the Immunization Population Assessment Manual, as assigned by DSHS.

• LHDs shall implement provider choice as directed by DSHS according to the schedule provided by DSHS.

Contractor shall utilize the AFIX (Assessment, Feedback, Incentives, and eXchange) methodology, found in the Immunization Quality Assurance Tool Resource Manual, (located at http://www.dshs.state.tx.uslimmunize/docs/QA site visit.pdf) to conduct quality assurance sitevisits for all sub-contracted entities and non-local health department Women, Infant and Children (WIC) clinics. Assessment shall be done using the DSHS Immunization Quality Assurance Site Visit tool provided by DSHS and the Comprehensive Clinic Assessment Software Application (Co-CAS A), as specified by the DSHS Program. Contractor shall submit assessment results to the designated DSHS Regional Immunization Program manager within two (2) weeks after completion.


Contractor is required to complete and submit tri-annual reports, utilizing a format provided by the DSHS Program:

Report Type Reporting Period Report Due Date Programmatic 9/112011-12/31/2011 1/30/2012 Programmatic 1/112012- 4/30/2012 5/30/2012 Programmatic 51112012 - 8/3112012 09/30/2012

Tri-annual reports should be submitted electronically to dshsimmunizationcontracts@dshs_state.tx.us according to the time frames stated above.

SECTION III. SOLICITATION DOCUMENT:

NA

SECTION IV. RENEWALS:

DSHS may renew the Renewal Program Attachment for up to one (1) twelve-month term at DSHS' s sole discretion.

SECTION V. PAYMENT METHOD:

Cost Reimbursement Funding is further detailed in the attached Categorical Budget and, if applicable, Equipment List.

SECTION VI. BILLING INSTRUCTIONS:

Contractor shall request payment using the State of Texas Purchase Voucher (Form B-13) and acceptable supporting documentation for reimbursement of the required services/deliverables. The Form B-13 can be found at the following link http://www.dshs.state.tx.us/grants/formsIb13form.doc. Vouchers and supporting documentation should be mailed or submitted by fax or electronic mail to the addresseslnumber below.

Department of State Health Services Claims Processing Unit MC 1940

1100 West 49'h Street P. O. Box 149347

Austin, Texas 78714-9347

The fax number for submitting State of Texas Purchase Voucher (Form B-13) to the Claims Processing Unit is (512) 458-7442. The email [email protected].


SECTION VII, BUDGET:

SOURCE OF FUNDS: CFDA #93.268 and STATE

SECTION VIII. SPECIAL PROVISIONS:

General Provision, Funding Article, Use of Funds Section, is revised to include:

• Funds shall not be used for purchase of vaccines, inpatient care, construction of facilities, or debt retirement.

• Travel expenses shall be reimbursed according to Contractor's written travel policy, as submitted and approved with Contractor's FY20 II Application for Immunization Funds. If no written travel policy was submitted, or if the submitted policy is not approved by DSHS, travel expenses shall be reimbursed according to current state travel regulations located at http://www.window.state.tx.us!comptrolltexastra.html.

For immunization activities performed under this Renewal Program Attachment, General Provisions, General Business Operations of Contractor Article, Overtime Compensation Section, is replaced with the following paragraphs:

• Contractor is authorized to pay employees who are not exempt under the Fair Labor Standards Act (FLSA), 29 USC, Chapter 8, §201 et seq., for overtime or compensatory time at the rate of time and one-half per FLSA,

• Contractor is authorized to pay employees who are exempt under FLSA on a straight time basis for work performed on a holiday or for regular compensatory time hours when the taking of regular compensatory time off would be disruptive to normal business operations,

• Authorization for payment under this provision is limited to work directly related to immunization activities and shall be in accordance with the amount budgeted in this contract Attachment. Contractor shall document proper authorization or approval for any work performed by exempt or non-exempt employees in excess of forty (40) hours per work week,

• All revenues directly generated by this Renewal Program Attachment or earned as a result of this Renewal Program Attachment during the term of this Renewal Program Attachment are considered program income; including income generated through Medicaid billings for immunization related clinic services. The Contractor shall use this program income to further the scope of work detailed in this Renewal Program Attachment, and must keep documentation to demonstrate such to DSHS' s satisfaction, This program income may not be used to take the place of existing local, state, or federal program funds.

PROGRAM A IT ACHMENT - Page 5

General Provision, General Business Operations of Contractor Article, Property Inventory and Protection of Assets Section, is revised to include:

All equipment used by Contractor which is provided by DSHS shall be accounted for as public property. The DSHS Program will investigate equipment loss, destruction, or other waste and may require (at its discretion) Contractor to replace or reimburse the DSHS Program. This provision does not waive any other remedies legally available to DSHS regarding contract breaches.

PROGRAM A IT ACHMENT - Page 6

2012-039557-001

Categorical Budget:

PERSONNEL

FRINGE BENEFITS

TRAVEL

EQUIPMENT

SUPPLIES

CONTRACTUAL

OTHER

TOTAL DIRECT CHARGES

INDIRECT CHARGES

TOTAL

DSHS SHARE

CONTRACTOR SHARE

OTHER MATCH

Total reimbursements will not exceed $2,029,093.00

$1,300,639.00

$481,846.00

$4,001.00

$0.00

$18,658.00

$30,000.00

$63,885.00

$1,899,029.00

$130,064.00

$2,029,093.00

$2,029,093.00

$0.00

$0.00

Financial status reports are due: 12(30/2011, 03/30/2012, 07/02/2012, 10/30/2012

The budgeted indirect cost amount is based an indirect cost rate agreement approved by a Federal cognizant agency or a state single audit-coordinating agency. A copy of the current approved rate agreement is on file at DSHS.

TEXAS DEPARTMENT OF STATE HEALTH SERVICES

CERTIFICATION REGARDING LOBBYING

CERTIFICA nON FOR CONTRACTS, GRANTS, LOANS AND COOPERATIVE

AGREEMENTS

The undersigned certifies, to the best of his or her knowledge and belief that:

(1) No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or an employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.

(2) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress. or an employee of a member of Congress in connection with this federal contract, grant. loan, or' cooperative agreement, the undersigned shall complete and submit Standard Form LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.

(3) The undersigned shall require that the language of this certification be included in the award documents for aU subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans and cooperative agreements) and that all subrecipients shall certify and diSClose accordingly.

This certification is a material representation of fact upon which reliance was placed When this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U ,S, Code, Any person who fails to file the required certification shall be subject to a civil penalty of not less that $10,000 and not more than $100,000 for each such failure.

Signature Date

Clay Lewis Jenkins Print Name of Authorized Individual

2012-039557 Application or Contract Number

DALLAS COUNTY Organization Name

CSCU # EF29-12374 - Revised 08,10,07

DALLAS COUNTY H, iH AND HUMAN SERVICES IMMUNIZATION BRANCH·LOCALS GRANT

Itemized Listing of Equipment and other Items

I!EM!,O,[3AT",G~RY--L ~ __ I)ESCRII'TI()NO~ITE_~ --.:: _~QliANTITYI U}lI~COST --\ TOTAL_CgST . ___ --.:: ___ PURPOSE&~USTIF~ATION___ _~ __ ~ ____ _ _ ~ Pe~~n~~~~n~~~~,,!rie~ _ ___ __ _ _ __ _ _1 _L~ ~_Q,§3~ QQ !.J ... 3QO,§39DO Partial salary fo~g_~ll-tl~~~~!!gns __ ~ ~ ___________ _

_ _~ _ If"f!inge l3ene~~ I~ersonn~.!£ringe Benef~t:'>___ ____ __ _ _1_ ---1j ~~~846.0Q !~~6.00 Partial frinS!eJ?~_~e!~s for 39 fuU-ti~ Rosition~ __ _ _ _ __ _ ~ ____ .. _ ~l ____ T~avel __ .'Travel ______ ~ ~~ ___ ----F-'J--~ 4,001.QO_ ~ ~'±,001.00 ~calmileagefors~ __________ ~__ __ ___________________________ __

___ .±_ l_~upplies __ OffiC<l§up~es. ___ ~ ________ 1 __ l.!._2,75800 , __ L 2,758.00 Variousofficesupplieswlthnoone--,temJoexce~~Ji499_. __ . _____ _ _ 5 i. JiIlPP'I",s_ Medical SueJ'I~s__ __ _ _____ __ _ _1._' L __ 1!i,OQQ.OO ~_ 15,<l,QQ,00 Vanous consumable medical supplies with no one item to exceed $499

6- i-Contractual !YOfl<ichardsorcsubc!;Ontract _ _'-- 60Q() j $ _ 5.~ $ 30,000.00 Immunizations for the citizens of the City of Richardson_ - ----'" -~ --- -- •• '" _~_I __ •• _ ~ .[ __ u._ i"_' • ,_,,_.. ------------~--- ---.------

__ 8_ .. _ ...... _" __ . __ <?!t. er __ .. _.JT~~Ph~_~~~IV_ .. i.ce_._. _ __ __ __L -t !E25.00 I ~ ___ ~500.00 ! Lo~1 telepf!one servlcesJ9f th~ ~utlying cllnlcs_ ~ _ _ _____ __ __ _ _ __ _ r Internet access for the internet based Immtrac and TWICES with AT&T, Clear . ~ .. __ . _.()the~ ___ . In",~n~t service ___ ~. _____ ~__ __ __ .± _ $ _____ 1,250.00 I $ ~ S,QOO.OO Connection~nd Time Warner C,?ble ~__ __ __ _ ~Q _______ _ .. ____ ~_Q!!!~~ ___ Kg~ca B~~~3 -.~e:!:!~! f!. AUF01100!870 ___ 1~ _ i $ __ 1~ 75 +! __ 1,857.00 Rer.!t~_contract, printing $ ~£ying records for distribution ----=- _~~ _-~ ---=--~----=-~~

_.11._ .... _.Qther __ ~ j{onica {jH_ 283:8erial #.i\1,JF0110053.§... ~!2.... $ 154 75 j!_ __ 1,857.0Q Rental cont",ct, plinting $ copying records for distribution __ __ _ __ __ __~ __

_ 1} -of - _- Q!h~r ___ Kon~ B!:i 283 ~ Se~!.!~UFQ!.!Q9~28 J- __ ~ ~ ___ :L54.75 $ _J ,85700 Ren!a' ~ntract, printing $ copying records fo~ ~strib~~on _____ ~ ___ _ 14 Other Komca BH 283· Serial # AUF011005443 12 $ 194.75 $ 2,337.00 Rental contract printing $ .""!J}'ing records for distribution

- -1~ - --=-~-q~~r _ K~Tca BH_~83 - Sena!3 AUFQ~!OO4578 j _____ 'L- ~ 1'= __ -:: --202 5Q t~~.::.. 2~~(),OQ ReiiiaiOOntfactj,nnting ~,<:<>.!'ying . .'~cords for distribution ----===--=--~_-~~~ 16 J .9ther _ _ Konica Bl::! 283 :.~erial # AUF01_100458L ____ ~ _ ~ ___ 194.75 I ~ __ 2,337.~ Re!,~1 con~ract, printing $ copyi~.!~~i-d~!or distribution _~ __ __

--- f7 - - -- Other Mliratec Fax Machine ~ Serial #90075025 1 I $ 48.00 ' $ 48.00 Copier maintenance for Ricoh Model AF3245 copier ~ ~-

I ___ 18 __ ~~-_ --()ther ==- fk-uratec Fax Machine .5enaI1l90075008- =-- l' --1}~--::'=48J>!J t $ ~ - 48.Q() IFax sh,S>t records to physi",-ans. offices & climcs:ma.nte~ance--=- -- - - - __ I 19 \-- Other i-~uratec Fax Machme ~ Senal #90075005 1 $ 4800 EE 4800 jFax shot records to physicians offices & cliniCS. mamtenance

~ JO -~~. - -Oth~r ~ ~i~tec r::=ax MaChine - ~erial #~~QQ.6'!.009-1-=-1 =_ ..!:--~ 48 00 t _~ ~~ 48 O~JFax ~!!.~ re~~ !~J?~~slcian~ offices 8. cliniCS, maln~~nce~~---=-=---_ - ~ ~ - 21- -==- -=9~1l~! __ ~.@lec fa~ M~hJ!l~ ~ ~eB~~.QQ140~ ~--1.--l $ ___ j8.00 j.3 ___ 48 QO ]FaX s~o~ records to phlsicians offi~~.!E!!£Iics, maint~~nc~ __ ~ ____ ~ ~

_22 __ 9!rter ___ C~ ~hon_e.!!_ _ _ _ _ ____ ~ ____ 12.. r:' -- Z.~QQ..+L __ ~40 OO_t~ommunicati'!9. with offi~, Clients, e.artnersh!ps ~nd wh~e o!::tEn f~ld assign~~ ---- 23 - Other Pager _ ___ ~l.- __ 1~ _ $ ___ ~.75 _\ ~ __ 273.00 Source otcontactwhile on field assig!"!r1!.ent ____ ~ __ _ _______ _

24 - - -Other PQstage1£ieig""5t _ - _--___ --__ C~--- ~_~ 250.00 -h$ ___ ~,~00.00 Ma~.?utremindercards,.!:...~q~itmentpack~ts, etc. _______________ _ ~ 25 -=--p_ --Other ~ -_lPrintll!.g_~_= ___ _ ____ _ __ [ ___ 1..2 __ ~ __ 25000 tlL - _3,000.00 Va'i~~lorms, docum~nts, train!!.l.£t!!1aterj3~. newslett~~, ~c _ _ _ _ _ _ _ __

-- 26 Other' ARCV1EW Software Maintenance 1 $ 40000 $ 400.00 Mapping software for plo~ lmms data zj -- bther-- \-'Security--- ~-~--.--- --l--"1 - $--1,000.00 $' --1,ooo]i1rsecurityservioosfoflmmunizationclinICS -- - -- - ------ -----

- 28 ~ Indrrect-~-llndlrect CosC - -- - ~ --- ----T -12 ~ -T$ -10:838:67 $ -_130,064.00 Indirect Cost (Dallas COOTity Match) - -- ----- -- --- -- - ~

2011 1713 ORDER NO. _____ _

COURT ORDER


STATE OF TEXAS }

COUNTY OF DALLAS }

BE IT REMEMBERED, at a regular meeting of Commissioners Court of Dallas County, Texas held on

4th October the ________ day of _______________ ,2011, on motion made

by Jolm Wiley Price, District 3 , and seconded by Dr. Elba Garcia, District 4, the following

Order was adopted:

WHEREAS, on September 27, 2011, the FY 2012 Transportation Agreements were briefed in Commissioners Court; and

WHEREAS, the Dallas County Health and Human Services/Older Adult Services Program provides transportation services for senior citizen program participants to attend centers daily; and

WHEREAS, transportation services are funded with a Title III grant, program income and county matching funds and are expended through cost reimbursement agreements; and

WHEREAS, transportation agreements have been developed with (3) three site sponsors for the provision of transportation services for the period of October 1, 2011 through September 30, 2012, as listed in Attachment A and additional providers will be added throughout the year as needed; and

WHEREAS, recommendations included in this briefing are consistent with the Dallas County Strategic Plan, Vision 2: Dallas County is a healthy community. Transportation services provided under the transportation agreements are included under the strategy to promote healthy living and wellness programs across Dallas County.

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED, that the Dallas County Commissioners Court does hereby approve the transportation agreements with the site sponsors listed in Attachment A and that the County J ~e be authorized to sign the transportation agreements on behalf of Dallas County. ! DONS)" OP T i, the 4th d'yof O'tobe, ~

ABSENT ~ Maurine Dickey, District if .. 1 _ /~e Call, District #2

~~~~~'-,::=-, ~/. ;@i' \ iley Pric , District #3 Dr. Elba Garcia, District #4

Recommen~~y: __ ~_~~~~_-_~~_~_~~~~_'_-#~~c~ ______ _

Zachary S. Thompson, Director /1

ATTACHMENT A

Dallas County Health and Human Services Older Adult Services Program I

FY 2012 TRANSPORTATION BUDGET

Transportation Provider Budget

1 Concord Church $ 25,000.00

2 Elmwood United Methodist Church $ 25,000.00

3 Greater Mt. Pleasant Baptist Church I $ 25,000.00

Subtotal $ 75,000.00

Additional Expenses [Driver Salary, Fringes, Van Rental, Major Repairs, County Auto, Paratransit, Automobile $ 358,382.00 Insurance and Other Expenses.]

Total $ 433,382.00

Funding Source

Title III I $ I

310,760.00

Local Cash· County Match I $ 75,240.00

Program Income $ 47,382.00

Total $ 433,382.00

STATE OF TEXAS § § §

DALLAS COUNTY DEPARTMENT OF HEALTH AND HUMAN SERVICES: OLDER ADULT SERVICES PROGRAM TRANSPORTATION SERVICE AGREEMENT COUNTY OF DALLAS

I. PURPOSE OF AGREEMENT

Whereas the County of Dallas, Texas ("County"), on behalf of Dallas County Department of Health and Human Services ("DCHHS"): Older Adult Services Program ("OASP',), is a governmental entity; and

Whereas Greater Mt. Pleasant Baptist Church ("Transportation Provider") is a private non-profit organization, who is able to transport eligible OASP senior citizens to specific sites for OASP activities under this program; and

Whereas the Commissioners Court has determined that providing the much needed transportation services to seniors to enable them to attend the activities at the senior centers would serve and further the public purpose as well as benefit the County; and

Whereas County shall provide County-owned vehicles to carry out the purpose stated in this Agreement; and

Whereas because the total cost of services under this Agreement is Twenty-Five Thousand and 00/100 Dollars, or less (:: $25,000.00), the Commissioners Court has the ability to waive the competitive bidding requirement.

Now therefore, this Agreement is entered into by and between the County and the Transportation Provider pursuant to the authorities of Texas Health and Safety Code Chapters 121 and 122, Texas Administrative Code Chapter 270, Texas Local Government Code Chapter 262, and the Commissioners Court Order as well as any other applicable laws to transport eligible OASP senior participants to the various Senior Centers for OASP activities.

II. TERM Unless othenwise stated in this Agreement, the Term shall be from October 1, 2011 through September 30, 2012.

III. RESPONSIBILITIES OF THE TRANSPORTATION PROVIDER A. Provide transportation for eligible participants to and from the Senior Centers; and for all eligible participants

to and from Senior Center activities as requested by the Center Manager.

B. Ensure that drivers verify eligibility of participants by consulting the Center Manager before transportation services are provided.

C. Provide one (1) primary driver and at least one (1) substitute driver, both of whom hold current Texas Operator's licenses, have no felony conviction, have no convictions for driving while intoxicated, have not received citations for more than two (2) moving violations within the past three (3) years, and have no immediate family member working for the Transportation Provider.

Immediate family members in this instance are Husband, Wife, Child, Step-Child, Brother, Sister, Nephew, Niece, Step-Brother, Step-Sister, Parent, Step-Parent, Cousin, Grandparent, Grandchild, Uncle, Aunt, Parent-in-Law, Child-in-Law, Brother-in-Law, Sister-in-Law.

D. Provide the County with a copy of a valid Texas Drivers License for each driver.

E. Ensure that the drivers:

1. To the satisfaction of County, pass an annual basic physical examination which includes at least a blood pressure, hearing, vision, and drug test before transporting partiCipants. Verification of the

DCHHS: OASP TRANSPORTATION SERVICE AGREEMENT (COUNTY VEHiCLE) wi Greater MI. Pleasant Baptist Church - 2012

examination must be in the form of a written statement signed by a health care professional and kept on file by the Transportation Provider. A copy of the physical must be forwarded to the County.

2. Who have not been residents of Texas three (3) years prior to employment, obtain a driver record check from the staters) of previous residence and submit it to the Transportation Provider before transporting participants.

3. To the satisfaction of County, complete a background check before transporting participants.

4. Pass a road test in the vehicle he/she will be driving before transporting participants. Results of the road test are to be kept on file by the Transportation Provider and a copy forwarded to the County (see Attachment A).

5. Complete a training program which includes at a minimum the following:

a. An orientation (see Attachment B) before transporting partiCipants and semi-annual briefings thereafter covering the transportation program, report forms, vehicle operation, vehicle maintenance, and the geographic area in which they will operate the vehicle.

b. Training before transporting participants on the use of any special equipment installed on their vehicles, such as wheelchair lifts, oxygen equipment, etc.

c. Completion within six (6) months of beginning employment of an approved National Safety Council Defensive Driving Course and every three (3) years thereafter; and annual completion of a class covering driving safety provided by the County. Drivers holding a current certification of the driver training course do not need to retake the course until three (3) years from the previous certification.

d. Completion within one (1) year of beginning employment of an approved course in passenger assistance techniques (provided annually by the County); and annual completion of a class covering passenger assistance provided by the County.

e. Completion within six (6) months of beginning employment and every two (2) years thereafter of approved courses in CPR and first aid (provided by the County semiannually); and annual completion of a class covering CPR and first aid provided by the County.

F. Maintain permanent records, including training certificates, for all drivers to verify that training has been received, and forward copies of these to the County as they become available.

G. Conduct semi-annual driver evaluations which will include observation of driver on-the-job performance. Written documentation of driver evaluations will be maintained by the Transportation Provider and submitted to the OASP upon completion (see Attachment A).

H. Maintain and service all vehicles used in perfonmance of this Agreement on a periodic and timely basis as follows:

1. Perform informal weekly checks for operational readiness utilizing the Weekly Operational Checklist (Attachment C).

2. Maintain complete maintenance records for each vehicle utilizing the Vehicle Maintenance Log

DCHHS: OASP TRANSPORTATION SERVICE AGREEMENT (COUNTY VEHICLE) wi Greater Mt. Pleasant Baptist Church - 2012 2

(Attachment D).

3. Ensure regular periodic maintenance services based on time and/or mileage usage of the vehicle as recommended by vehicle manufacturer.

4. Ensure that all vehicles are cleaned inside and out on a regular basis and that any damage to the vehicle is repaired as soon as possible.

I. Ensure that each vehicle will have available the following operational safety equipment:

1. First aid kit.

2. Annually certified and approved fire extinguisher.

3. Triangular reflective warning devices or flares.

4. Operating flashlight.

5. Working seat belts for all passengers.

6. Accessory boarding devices, including step and grab bar.

7. Dual side mirrors with convex mirror attachment.

8. Back up lens.

9. Working spare tire and jack.

10. Jumper cables.

J. Maintain accounting records as may be necessary to substantiate expenditures under this Agreement and make such records available for inspection and audit as directed by the County andlor by state or federal agencies.

K. Submit Request for Payment form (Attachment E) to the OASP Contract Manager by the third (3rd) day of the month following the month for which reimbursement is requested. Request for Payment shall include documentation, including original receipts, of all costs for which reimbursement is requested.

L. Maintain accurate records and submit Weekly Trip Log (Attachment F), Weekly Operational Checklist (Attachment C), Vehicle Maintenance Log (Attachment D) Passenger Pick-Up and Drop-Off Log (Attachment J) each Monday, and Van Mileage Report (Attachment G), Monthly Mileage Fuel Report (Attachment H) and Passenger Delivery Verification Report (Attachment I) along with the Request for Payment by the third (3rd) day of each month ..

M. Complete and submit on a timely basis as deemed necessary by the County, any additional forms or reports relating to provision of services under this Agreement.

N. Transportation Provider agrees that all information, data and supporting documentation that relates to the contracted services shall remain the property of the County.

O. Should County determine it reasonably necessary, Transportation Provider shall make all of its records and books reasonably related to this Agreement available to authorized County personnel, at reasonable times


and within reasonable periods, for inspection or auditing purposes or to substantiate the provisions of services under this Agreement.

P. All required documents shall be maintained and kept by Transportation Provider during the course of the Agreement and for a minimum of five (5) years the termination or expiration of the Agreement period. If any litigation, claim or audit involving these records begins before the specified period ends, Transportation Provider must keep the records until the later occurrence of either the end of the five (5) years or until all litigation, claims, appeals or audit findings are resolved. These requirements shall survive the termination or expiration of this Agreement.

Q. Ensure that all the transportation service cancellations are approved by the County.

R. Upon termination of the Agreement, return the vehicle to the County.

S. Confidentiality. Transportation Provider shall maintain and shall ensure that its agents, volunteers, employees, and subcontractors also maintain the confidentiality communications or information acquired in the course of the performance of the services under this Agreement, unless authorized by law. Transportation Provider agrees to safeguard and adhere to all confidentiality, privacy and security requirements according to this Agreement and the applicable federal, State and local rule and regulations for all information deemed confidential.

IV. RESPONSIBILITIES OF THE COUNTY A. Provide one (1) vehicle to Transportation Provider for use under the scope of this Agreement.

B. Provide training to drivers as specified in this Agreement.

C. Conduct quarterly monitoring visits that will consist of the following:

1. Review Transportation Provider's files for:

a. A copy of the driver's license for each driver.

b. Documentation of physical examination results.

c. Documentation of all repairs and preventive maintenance to vehicle.

d. Documentation of driver evaluation(s).

e. Documentation of training received, copies of training certificates, etc.

f. Compliance with all Texas Administrative Code Requirements.

2. Review transportation expenditures reported to Dallas County including documentation of:

a. Driver(s)' hours, salary and fringe benefits.

b. Gas and oil expenditures.

c. Minor repair and maintenance expenditures.

d. Insurance coverage and payment of premiums.

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e. Any other expenditure reported to Dallas County such as registration fees, safety equipment, training fees, etc.

3. Inspection of vehicle condition for:

a. Required safety equipment.

b. Need for repairs.

4. On-the-job observation of driver for:

a. Maintaining required reports, including van mileage, weekly trip logs, passenger delivery verifications, passenger pick-up and drop-off logs, monthly mileagelfuellogs, and weekly operational checklists.

b. Attitude of the driver toward passengers.

c. Driving performance including driver's ability to exercise proper judgment to ensure passengers' safety.

D. Provide necessary forms and instructions to the Transportation Provider for record keeping and reports.

V. FUNDING OBLIGATIONS AND COST REIMBURSEMENT A. The County shall provide the Transportation Provider a lump sum amount of four thousand and 001100

Dollars ($4,000.00) during the first thirty (30) days of the period of the Agreement. This payment shall constitute an advance payment toward future cost reimbursements to be made under the terms set forth below in this Agreement. As determined by the County, the total amount shall be deducted from said reimbursements prior to the expiration of the period of Agreement. In the event that the Transportation Provider or the County executes the option of termination as stated in this Agreement, the Transportation Provider shall be obligated to reimburse the County all or any outstanding portion of this sum prior to the expiration of the thirty (30) days of advance written notice of termination.

B. Provide payment to the Transportation Provider within thirty (30) working days of receipt of all properly prepared and submitted invoices.

Prompt Payment Act. Transportation Provider agrees that a temporary delay in making payments due to the County's accounting and disbursement procedures shall not place the County in default of this Agreement and shall not render the County liable for interest or penalties, provided such delay shall not exceed thirty (30) calendar days after its due date. 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

C. The County shall reimburse the Transportation Provider for all documented and verifiable expenses incurred in providing transportation services in support of program activities to eligible persons during the Agreement period and which fall into the following cost categories:

1. Driver salary or wages specifically for time spent providing transportation services to OASP participants or for the time driver spent in training.

2. Payroll taxes and fringe benefits paid by Transportation Provider.

3. Fuel and oil used specifically for mileage driven in support of OASP services only.


4, Purchase and replacement of safety equipment as required in this Agreement and section 111.1.

5, Fees for training as required in this Agreement, when such training is not otherwise provided by the County,

6, Miscellaneous expenses considered by the County to be reasonable and necessary for the purpose of meeting requirements or performing services specified in this Agreement. Miscellaneous costs must be approved by the OASP Contract Manager or Assistant Director in advance of expenditure in order for reimbursement to occur.

D, All funds reimbursed or advanced under this Agreement shall be used only for costs associated with OASP transportation services intended under this Agreement.

E, If costs reimbursed to the Transportation Provider at a later date are determined by the County to be unallowable or unverifiable, the County may at its discretion, either deduct those costs from future reimbursements or require the Transportation Provider to reimburse the County for those costs,

F, The total amount reimbursed to the Transportation Provider under this Agreement shall not exceed twenty five thousand and 00/100 Dollars ($25,000,00), unless modified to another amount, and the cumulative total of which shall not exceed $25,000,00 under this Agreement.

VI. INSURANCE County shall apply some of the grant funds to the purchase of necessary insurance for the drivers,

Transportation Provider, including its agents, volunteers, employees, and subcontractors (collectively, "Transportation Provider"), shall be solely responsible for any liabilities or costs resulting from actions of Transportation Provider that are outside the scope of Transportation Provider's services under this Agreement.

VII, TERMINATION 1 SUSPENSION A Suspension, Should County desire to suspend the services, but not terminate the Agreement, County shall

issue a written order to stop work, The written order shall set out the terms of the suspension, Transportation Provider shall stop all services as set forth in this Agreement and will cease to incur costs to County during the term of the suspension, Transportation Provider shall resume work when notified to do so by County in a written authorization to proceed, If a change in the terms and conditions of payment for services of this Agreement is necessary because of a suspension, a mutually agreed Agreement amendment will be executed in accordance with this Agreement.

B, Termination, Either party may, at its option and without prejudice to any other remedy to which it may be entitled to at law or in equity, or elsewhere under this Agreement, terminate this Agreement, in whole or part, by giving prior written thirty (30) calendar days notice thereof to the other party with the understanding that all services being performed under this Agreement shall cease upon the date specified in such notice, County shall compensate the Transportation Provider in accordance with the terms of this Agreement for the services performed prior to the date specified in such notice, In the event of cancellation, Transportation Provider shall cease any and all services under this Agreement on the date of termination and to the extent specified in the notice of termination, Upon receipt of such notice, Transportation Provider shall not incur any new obligations or perform any additional services and shall cancel any outstanding obligations or services to be provided, To the extent federal funds are available and reimbursement is permitted, County will reimburse Transportation Provider for non-canceled obligations that were incurred prior to the termination date, Upon termination of this Agreement as herein above provided, any and all unspent funds that were paid by County to Transportation Provider under this Agreement and any and all County data, documents and information in Transportation Provider's possession shall be returned to County within five

DCHHS: OASP TRANSPORTATION SERVICE AGREEMENT (COUNTY VEHICLE) wi Greater MI. Pleasant Baptist Church - 2012 6

(5) business days of the date of termination. In no event shall County's termination of this Agreement, for any reason, subject County to liability.

1. Without Cause: This Agreement may be terminated, in whole or in part, without cause, by either party upon prior written thirty (30) calendar days notice to the other party.

2. With Cause: County reserves the right to terminate this Agreement immediately, in whole or in part, at its sole discretion, for the following reasons, without limitation:

a. Lack of, or reduction in, funding or resources;

b. Non-Performance. Transportation Provider's non-performance of the specifications of this Agreement or non-compliance with the terms of this Agreement shall be a basis for termination of the Agreement by the County. Termination, in whole or in part, by the County under this Section may be made at County's option and without prejudice to any other remedy to which County may be entitled to at law or in equity, or elsewhere under this Agreement. County shall not pay for work, equipment, services or supplies that are unsatisfactory or unauthorized. At County's sole discretion and with written notice by County, Transportation Provider may be given a reasonable opportunity prior to termination to correct any deficiency in the work or services perfomned under this Agreement. County may consider a reasonable time to be thirty (30) calendar days to cure any problems and/or deficiencies with Transportation Provider's performance, such problems and/or deficiencies being determined by County. Nothing herein, however, shall be construed as negating the basis for termination for non-performance or shall in no way limit or waive County's right to terminate this Agreement under any other proVisions herein.

c. Transportation Provider's improper, misuse or inept perfomnance of services under this Agreement;

d. Transportation Provider's failure to comply with the terms and provisions of this Agreement;

e. Transportation Providers submission of invoices, data, statements and/or reports that are incorrect, incomplete and/or false in any way;

f. In County's sole discretion, if termination is necessary to protect the health and safety of clients;

g. If Transportation Provider becomes or is declared insolvent or bankrupt, or is the subject of any proceedings relating to its liquidation or insolvency or for the appointment of a receiver or similar officer for it, has a receiver of its assets or property appOinted or makes an assignment for the benefit of all or substantially all of its creditors, institutes or causes to be instituted any proceeding in bankruptcy or reorganization or rearrangement of its affairs, enters into an agreement for the composition, extension, or adjustment of all or substantially all of its obligations, or has a material change in its key employees; and/or

h. Transportation Provider's inability to perfomn under this Agreement due to judicial order, injunction or any other court proceeding.

VIII. INDEMNIFICATION To the fullest extent allowed under the law:


Dallas County, Dallas County Commissioners, elected officials, appointed officials, officers, Directors, employees, agents and representatives (collectively "County") shall not be liable to Transportation Provider, its subcontractors, volunteers, employees, agents, invitees, licensees, assigns or to any other person whomsoever (collectively, "Transportation Provider"), for any injury to person or damage to property, on or about County property, including, but not limited to, consequential damage: (1) caused by any act or omission of Transportation Providerentering County property by express or implied invitation of Transportation Provider; or (2) arising out of the use of County property by Transportation Provider; or (3) arising out of any breach or default by Transportation Provider in the performance of its obligations hereunder; or (4) caused by any improvements located in or on County property being out of repair or by physical defect, or by gas, water, steam, electricity, or oil leaking, escaping or flowing into County property; or (5) arising out of the failure or cessation of any service provided by County, if any.

Transportation Provider agrees to protect, indemnify, defend and hold harmless County against all claims, demands, actions, suits, losses, damages, liabilities, costs and/or expenses of every kind and nature (including, but not limited to, court costs, litigation expenses and attorney's fees) and all recoverable interest thereon, incurred by or sought to be imposed on County because of bodily injury (including death) or damage to property (whether real, personal or inchoate), arising out of or in any way related (whether directly or indirectly, causally or otherwise) to: (1) the performance of, attempted performance of, or failure to perform, the services under this Agreement by Transportation Provider; (2) the negligent act or omission of the Transportation Provider in the execution or performance of this Agreement, including lack of knowledge and/or misinterpretation of statutes applicable to the services provided hereunder; (3) the condition of the premises on which said services are being performed; (4) the selection, provision, use or failure to use, by any person or entity, of any power source, hardware, software, tools, supplies, materials, equipment or vehicles (whether owned or supplied by County, Transportation Provider, or any other person or entity) in connection with said services; (5) the presence on the Property of Transportation Provider; and (6) the breach of any of the requirements and provisions of this Agreement or any failure of Transportation Provider, its subcontractors, employees, agents, invitees, licensees, or assigns in any respect to comply with and perform all of the requirements and provisions herein. This indemnity shall apply, whether or not any such injury or damage has been, or is alleged to have been, caused in whole or in part by the negligence or fault of County, or on any other theory of liability, including County's negligence, intentional wrongdoing, strict products liability, or the breach of a non-delegatable duty. Transportation Provider further agrees to defend, at its sole cost and expense (at the election of County) against any claim, demand, action or suit for which indemnification is provided hereunder.

Approval and acceptance of Transportation Provider's services by the County shall not constitute nor be deemed a release of the responsibility and liability of the Transportation Provider for the competency or quality of their services; nor shall such approval and acceptance be deemed to be an assumption of such responsibility by the County for any defect, error or omission in the services performed by the Transportation Provider. Transportation Provider shall defend, hold harmless and indemnify the County for damages resulting from such defects, errors or omissions.

These provisions shall survive termination or expiration of, or any determination that, this Agreement, or any portion hereof, is void, voidable, invalid or unenforceable.

IX. SOVEREIGN IMMUNITY This Agreement is expressly made subject to County's sovereign immunity, Title 5 of the Texas Civil Remedies Code and all applicable State and federal law. 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 that Transportation Provider or the County has by operation of law. Nothing in this Agreement is intended to benefit any third-party beneficiary.


X. ASSURANCES A. Transportation Provider agrees to establish safeguards to prohibit employees from using their positions for a

purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain.

B. Transportation Provider assures that it shall not receive personal benefits or gains in performance of the services outlined in this Agreement. Furthermore, Transportation Provider agrees to disclose prior to commencement of a particular assignment any material/financial interests that it or a third party may have in the services required under this Agreement.

C. No-Discrimination. This Agreement is subject to applicable federal and state laws and executive orders, including the Fair Labor Standards Act of 1938, relating to equal opportunity and nondiscrimination in employment. Neither Transportation Provider nor its agents or subcontractors shall discriminate in their employment practices against any person by reason of disability, age, race, creed, national origin, color, religion, sex, political affiliation, or veteran status. In addition Transportation Provider assures that no person will, on the grounds of disability, age, race, creed, national origin, color, religion, sex, political affiliation, or veteran status, be excluded from, be denied the benefit of or be subjected to discrimination under any program or activity funded in whole or in part under this Agreement. Transportation Provider agrees to comply, and to cause its agents and subcontractors to comply, with the provisions of said laws and orders to the extent any such laws and orders are applicable in the performance of this Agreement.

Specifically, Transportation Provider agrees to comply with all federal and state statutes relating to nondiscrimination, which include, without limitation: Title VI of the Civil Rights Act of 1964 (P.L. 88-352), which prohibits discrimination on the basis of race, color, or national origin; Title IX of the Education Amendments of 1972, as amended (20 U.S.C. SS 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C.S. 794), which prohibits discrimination on the basis of handicaps; the Americans with Disabilities Act of 1990 (P.L. 101-336), which prohibits discrimination on the basis of disabilities; the Age Discrimination Act of 1975, as amended (42 U.S.C. SS 6101-6107), which prohibits discrimination on the basis of age; the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91616), as amended, relating to nondiscrimination on the basis of alcohol and drug abuse patient records; any other nondiscrimination provisions in the specific statute(s) pertaining to applicable federal assistance; and the requirements of any other nondiscrimination statute(s) that may apply.

D. Transportation Provider, by acceptance of funds provided under this Agreement, agrees and ensures that personnel paid from these funds are duly licensed and/or qualified to perform the required services. Transportation Provider further agrees and ensures that all program and/or facility licenses necessary to perform the required services are current and that County will be notified immediately if such licenses become invalid during the Term of this Agreement.

E. Transportation Provider assures that funds received pursuant to this Agreement will not be used for lobbying the Texas legislature or any governmental agency in connection with a particular contract.

F. Transportation Provider shall pay all subcontractors in a timely manner. County shall have no liability to any subcontractors in the event Transportation Provider does not payor delays payment to any subcontractors. At termination or expiration of this Agreement, Transportation Provider shall deliver to County an affidavit of all bills paid. Final payment shall be contingent upon receipt of such affidavits as resolution of all accounting for which County is or may be liable under this Agreement.

G. Transportation Provider certifies that neither it nor any of its prinCipals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in this Agreement by

DCHHS: OASP TRANSPORTATION SERVICE AGREEMENT (COUNTY VEHICLE) wi Greater Mt Pleasant Baptist Church - 2012 9

any Federal department or agency,

H, Best Efforts to Minimize Costs to County, Transportation Provider shall use its best efforts to complete each assigned task in as economical a manner as possible and to minimize any charges incurred in connection therewith to the maximum extent possible, consistent with Transportation Provider's other obligations under this Agreement.

I. Governmental Consent. Transportation Provider warrants that no consent, approval, or withholding of objection is required from any governmental authority with respect to the entering into or the performance of this Agreement.

J. No Actions, Suits, or Proceedings, Transportation Provider warrants that there are no actions, suits, or proceedings, pending or threatened, that will have a material adverse effect on Transportation Provider's ability to fulfill its obligations under this Agreement. Transportation Provider further warrants that it will notify County immediately if Transportation Provider becomes aware of any action, suit, or proceeding, pending or threatened, which will have a material adverse effect of Transportation Provider's ability to fulfill the obligations under this Agreement.

K, Warranty of Transportation Provider's Financial Capability, Transportation Provider warrants that it is financially capable of fulfilling all requirements of this Agreement and that Transportation Provider is a validly organized entity that has the authority to enter into this Agreement. Transportation Provider warrants that it is not prohibited by any loan, contract, financing arrangement, trade covenant, or similar restriction from entering into this Agreement.

L, Professional Quality, Transportation Provider warrants to County that all materials and services will be of professional quality conforming to generally accepted practices, Any work that is determined by County to be less than professional quality will be corrected without charge, This warranty is limited to rework of the unsatisfactory product without change to the original specifications and without regard to the amount of the effort expended on the original work product.

M, Pursuant to Article 2.45 of the Business Corporation Act, Texas Civil Statutes, which prohibits County from entering into a contract with a corporation which is delinquent in paying taxes under Chapter 171 of the Texas Tax Code, Transportation Provider, by executing this Agreement, hereby certifies that it is not delinquent in its Texas franchise tax payments, or that it is exempt from, or not subject to such a tax,

N, Under Section 231.006 of the Texas Family Code, Transportation Provider certifies to County that the owner(s) of at least a 25% interest in the organization is not delinquent in any child support obligation that renders him/her/any of them ineligible to receive payment under the terms of this Agreement. Transportation Provider hereby acknowledges that this Agreement may be terminated and payment may be withheld if this certification is inaccurate,

0, Failure to comply with any of these assurances or any other requirements specified within this Agreement will put Transportation Provider in default and/or breach of this Agreement and may result, at the sole discretion of County, in the disallowance of funds and the withholding of future awards, in addition to any other remedies permitted by law,

XI. COMPLIANCE WITH LAWS AND VENUE In providing services required by this Agreement, Transportation Provider agrees to observe and comply with all applicable grant requirements, licenses, legal certifications, or inspections required for the services, facilities, equipment, or materials, and all applicable federal, state, DAM, and local statutes, ordinances, rules, and regulations, Texas law shall govern this Agreement and exclusive venue shall lie in Dallas County, Texas,


XII. ASSIGNMENT Transportation Provider assures that it will not transfer or assign its interest in this Agreement without written consent of County, Transportation Provider understands that in the event that all or substantially all of Transportation Provider's assets are acquired by another entity, Transportation Provider is still obligated to fulfill the terms and conditions of this Agreement. County approval to transfer or assign Transportation Provider's interest in this Agreement to an entity that acquires all or substantially all of Transportation Provider's assets is subject to formal approval by the Dallas County Commissioners Court, In the event of the assignment or sale of Transportation Provider assets, the County, at its option, may terminate this Agreement and at no cost to the County retain the use of any of the equipment, software and other items provided under this Agreement. Transportation Provider shall deposit all system and application software with an independent escrow agent. In the event of sale or assignment, County has the right of use of all source codes and at no cost perpetual license to use all software,

XIII. PREVENTION OF FRAUD AND ABUSE Transportation Provider 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 Transportation Provider's employees or agents shall be reported immediately by the County to the Office of the Inspector General for appropriate action, Moreover, Transportation Provider warrants to be not listed on a local, county, State or federal consolidated list of debarred, suspended and ineligible contractors and grantees, Transportation Provider and County agree that any persons who, as part of their employment, receive, disburse, handle or have access to funds collected pursuant to this Agreement do not participate in accounting or operating functions that would permit them to conceal accounting records and the misuse of said funds, Transportation Provider shall, upon notice by County, refund expenditures of the Transportation Provider that are contrary to this Agreement and deemed inappropriate by the County,

XIV, TRANSITION OF SERVICES Upon notice of termination and/or expiration of this Agreement, the County shall immediately have the right to audit any and all records of Transportation Provider relating to this Agreement. Moreover, upon termination and/or expiration date of this Agreement, Transportation Provider agrees to transition the services provided herein in a cooperative manner and provide anything requested from the County, upon date of termination and/or expiration, at no additional cost, including, but not limited to the following: (i) All Agreement and services documentation identified in a complete, neat and orderly manner; (ii) Good faith pledge to cooperate with County upon transition of services to another contractor or County department providing the same or similar services; (iii) Final accounting of all income from the Agreement; (iv) Downloading and removal of all County information from the Transportation Provider's own equipment and software; (v) Removal of Transportation Provider services without affecting the integrity of County's systems; and (vi) All Records and County property, This provision shall survive Agreement termination, Transportation Provider agrees to allow County to continue to utilize all Transportation Providers software/third party software until such time as County has completed proceSSing all citations begun within Term of Agreement, or any related extension,

XV, INDEPENDENT CONTRACTOR Transportation Provider, including its agents, volonteers, subcontractors, and employees, is an independent contractor and not an agent, servant, joint enterpriser, joint venturer, or employee of the County, and is responsible for its own acts, forbearance, negligence and deeds, and for those of its agents, volunteers, or employees in conjunction with the performance of services covered under this Agreement.

XVI. SUBCONTRACTING Transportation Provider may not enter into agreements with subcontractors for delivery of the designated services outlined in this Agreement without prior written consent of the County, which consent shall not be unreasonably withheld, The costs of all subcontracted services are included in the fees paid herein, Subcontracts, if any, entered into by the Transportation Provider will be in writing and subject to all requirements herein, Transportation Provider agrees that it will solely be responsible to County for the performance of this Agreement. Transportation Provider shall pay all subcontractors in a timely manner, County shall have the right to prohibit Transportation Provider from


using any subcontractor.

XVII. NOTICE Any notice or certification required or permitted to be delivered under this Agreement shall be deemed to have been given when personally delivered, or if mailed, seventy-two (72) hours after deposit of the same in the United States Mail, postage prepaid, certified, or registered, return receipt requested, properly addressed to the contact person shown at the respective addresses set forth below, or at such other addresses as shall be specified by written notice delivered in accordance herewith:

DALLAS COUNTY Dallas County Health & Human Services Older Adult Services Program 2377 N. Stemmons Freeway, LB 12 Dallas, TX 75207-2710

TRANSPORTATION PROVIDER Greater Mt. Pleasant Baptist Church 1403 Morrell Ave. Dallas, Texas 75203

XVIII. 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, and words in the singular shall include the plural and vice versa, unless the context clearly requires otherwise. Headings are for the convenience of reference only and shall not be considered in any interpretation of this Agreement.

XIX. 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.

XX. ENTIRE CONTRACT This Agreement, including all Exhibits and attachments, constitutes the entire Agreement between the parties and supersedes any other agreements concerning the subject matter of this transaction, whether oral or written.

XXI. 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.

XXII. GOVERNMENT FUNDED PROJECT If Agreement is funded in part by either the State of Texas or the federal government, the Transportation Provider agrees to timely comply without additional cost or expense to County, 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.

XXIII. FISCAL FUNDING CLAUSE Notwithstanding any provisions contained in this Agreement, the obligations of the County under this Agreement are expressly contingent upon the availability of funding for each item and obligation for the Term of the Agreement and any pertinent extensions. Transportation Provider shall have no right of action against County in the event County is unable to fulfill its 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 fiscal years. In the event that County is unable to fulfill its obligations under this Agreement as a result of lack of sufficient funding, or if funds become unavailable, County, at its sole discretion, may provide funds from a separate source or may terminate this Agreement by written notice to Transportation Provider at the earliest


possible time prior to the end of its fiscal year.

XXIV. DEFAULT I CUMULATIVE RIGHTS I MITIGATION It is not a waiver of default if the non-defaulting party fails to declare a default or delays in taking any action. Waiver of any term. covenant. condition or violation of this Agreement shall not be deemed or construed a waiver unless made in authorized written instrument, nor shall such waiver be deemed or construed a waiver of any other violation or breach of any of the terms, provisions, and covenants herein contained. 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. Pursuit of any remedy provided in this Agreement shall not preclude pursuit of any other remedies herein provided or any other remedies provided by law or equity, including injunctive relief, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any obligation of the defaulting party hereunder or of any damages accruing by reason of the violation of any of the tenms, provisions, and covenants herein contained. Transportation Provider has a duty to mitigate damages.

XXV. 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. 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.

XXVI. 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 Transportation Provider or County, as the case may be.


/

COUNTY:

BY:

DATE: ___ -'-'-_'---'-"--____ _

BY: . f, Civil Division

ssistant District Attorney

DATE: ____ -1_---,1--,",_'-_1 ( _____ _

'By law, the District Attorney's Office rnay 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).


STATE OF TEXAS

COUNTY OF DALLAS

§ § §

DALLAS COUNTY DEPARTMENT OF HEALTH AND HUMAN SERVICES: OLDER ADULT SERVICES PROGRAM TRANSPORTATION SERVICE AGREEMENT


Whereas the County of Dallas, Texas ("County"), on behalf of Dallas County Department of Health and Human Services ("DCHHS"): Older Adult Services Program ("OASP"), is a governmental entity; and

Whereas Elmwood United Methodist Church ("Transportation Provider") is a private non-profit organization, who is able to transport eligible OASP senior citizens to specific sites for OASP activities under this program; and



Whereas because the total cost of services under this Agreement is Twenty-Five Thousand and 00/100 Dollars, or less (::: $25,000.00), the Commissioners Court has the ability to waive the competitive bidding requirement.


II. TERM Unless otherwise stated in this Agreement, the Term shall be from October 1, 2011 through September 30, 2012.








1. To the satisfaction of County, pass an annual basic physical examination which includes at least a blood pressure, hearing, vision, and drug test before transporting partiCipants. Verification of the

DCHHS: OASP TRANSPORTATION SERVICE AGREEMENT (COUNTY VEHICLE) wi Elmwood UMC - 2012

examination must be in the form of a written statement signed by a health care professional and kept on file by the Transportation Provider, A copy of the physical must be forwarded to the County,

2, Who have not been residents of Texas three (3) years prior to employment, obtain a driver record check from the state(s) of previous residence and submit it to the Transportation Provider before transporting participants,

3, To the satisfaction of County, complete a background check before transporting participants,

4, Pass a road test in the vehicle he/she will be driving before transporting participants, Results of the road test are to be kept on file by the Transportation Provider and a copy forwarded to the County (see Attachment A),

5, Complete a training program which includes at a minimum the following:

a, An orientation (see Attachment 8) before transporting participants and semi-annual briefings thereafter covering the transportation program, report forms, vehicle operation, vehicle maintenance, and the geographic area in which they will operate the vehicle,

b, Training before transporting participants on the use of any special equipment installed on their vehicles, such as wheelchair lifts, oxygen equipment, etc,

c, Completion within six (6) months of beginning employment of an approved National Safety Council Defensive Driving Course and every three (3) years thereafter; and annual completion of a class covering driving safety provided by the County, Drivers holding a current certification of the driver training course do not need to retake the course until three (3) years from the previous certification,

d, Completion within one (1) year of beginning employment of an approved course in passenger assistance techniques (provided annually by the County); and annual completion of a class covering passenger assistance provided by the County,

e, Completion within six (6) months of beginning employment and every two (2) years thereafter of approved courses in CPR and first aid (provided by the County semiannually); and annual completion of a class covering CPR and first aid provided by the County,

F, Maintain permanent records, including training certificates, for all drivers to verify that training has been received, and forward copies of these to the County as they become available,

G, Conduct semi-annual driver evaluations which will include observation of driver on-the-job performance, Written documentation of driver evaluations will be maintained by the Transportation Provider and submitted to the OASP upon completion (see Attachment A),

H, Maintain and service all vehicles used in performance of this Agreement on a periodic and timely basis as follows:

1, Perform informal weekly checks for operational readiness utilizing the Weekly Operational Checklist (Attachment C),

2, Maintain complete maintenance records for each vehicle utilizing the Vehicle Maintenance Log

DCHHS: OASP TRANSPORTATION SERVICE AGREEMENT (COUNTY VEHICLE) wi Elmwood UMC - 2012 2

(Attachment D).

3. Ensure regular periodic maintenance services based on time and/or mileage usage of the vehicle as recommended by vehicle manufacturer.



1. First aid kit.







8. Back up lens.

9. Working spare tire and jack.

10. Jumper cables.

J. Maintain accounting records as may be necessary to substantiate expenditures under this Agreement and make such records available for inspection and audit as directed by the County and/or by state or federal agencies.


L. Maintain accurate records and submit Weekly Trip Log (Attachment F), Weekly Operational Checklist (Attachment C), Vehicle Maintenance Log (Attachment D) Passenger Pick-Up and Drop-Off Log (Attachment J) each Monday, and Van Mileage Report (Attachment G), Monthly Mileage Fuel Report (Attachment H) and Passenger Delivery Verification Report (Attachment I) along with the Request for Payment by the third (3'0) day of each month ..






p, All required documents shall be maintained and kept by Transportation Provider during the course of the Agreement and for a minimum of five (5) years the termination or expiration of the Agreement period, If any litigation, claim or audit involving these records begins before the specified period ends, Transportation Provider must keep the records until the later occurrence of either the end of the five (5) years or until all litigation, claims, appeals or audit findings are resolved, These requirements shall survive the termination or expiration of this Agreement.

Q, Ensure that all the transportation service cancellations are approved by the County,

R. Upon termination of the Agreement, return the vehicle to the County,

S, Confidentiality, Transportation Provider shall maintain and shall ensure that its agents, volunteers, employees, and subcontractors also maintain the confidentiality communications or information acquired in the course of the performance of the services under this Agreement, unless authorized by law, Transportation Provider agrees to safeguard and adhere to all confidentiality, privacy and security requirements according to this Agreement and the applicable federal, State and local rule and regulations for all information deemed confidential.

IV, RESPONSIBILITIES OF THE COUNTY A. Provide one (1) vehicle to Transportation Provider for use under the scope of this Agreement.

S, Provide training to drivers as specified in this Agreement.

C, Conduct quarterly monitoring visits that will consist of the following:

1, Review Transportation Provider's files for:

a, A copy of the driver's license for each driver,

b, Documentation of physical examination results,

c, Documentation of all repairs and preventive maintenance to vehicle,

d, Documentation of driver evaluation(s),

e, Documentation of training received, copies of training certificates, etc,

f, Compliance with all Texas Administrative Code Requirements,

2, Review transportation expenditures reported to Dallas County including documentation of:

a, Driver(s)' hours, salary and fringe benefits,

b, Gas and oil expenditures,

c, Minor repair and maintenance expenditures,

d, Insurance coverage and payment of premiums,

DCHHS: OASP TRANSPORTATION SERVICE AGREEMENT (COUNTY VEHICLE) wi Elmwood UMC - 2012' 4






a. Maintaining required reports, including van mileage, weekly trip logs, passenger delivery verifications, passenger pick-up and drop-off logs, monthly mileage/fuel logs, and weekly operational checklists.




V. FUNDING OBLIGATIONS AND COST REIMBURSEMENT A. The County shall provide the Transportation Provider a lump sum amount of four thousand and 00/100

Dollars ($4,000.00) during the first thirty (30) days of the period of the Agreement. This payment shall constitute an advance payment toward future cost reimbursements to be made under the terms set forth below in this Agreement. As determined by the County, the total amount shall be deducted from said reimbursements prior to the expiration of the period of Agreement. In the event that the Transportation Provider or the County executes the option of termination as stated in this Agreement, the Transportation Provider shall be obligated to reimburse the County all or any outstanding portion of this sum prior to the expiration of the thirty (30) days of advance written notice of termination.








4. Purchase and replacement of safety equipment as required in this Agreement and section 111.1.

5. Fees for training as required in this Agreement, when such training is not otherwise provided by the County.

6. Miscellaneous expenses considered by the County to be reasonable and necessary for the purpose of meeting requirements or performing services specified in this Agreement. Miscellaneous costs must be approved by the OASP Contract Manager or Assistant Director in advance of expenditure in order for reimbursement to occur.

D. All funds reimbursed or advanced under this Agreement shall be used only for costs associated with OASP transportation services intended under this Agreement.

E. If costs reimbursed to the Transportation Provider at a later date are determined by the County to be unallowable or unverifiable, the County may at its discretion, either deduct those costs from future reimbursements or require the Transportation Provider to reimburse the County for those costs.

F. The total amount reimbursed to the Transportation Provider under this Agreement shall not exceed twenty five thousand and 00/100 Dollars ($25,000.00), unless modified to another amount, and the cumulative total of which shall not exceed $25,000.00 under this Agreement.

VI. INSURANCE County shall apply some of the grant funds to the purchase of necessary insurance for the drivers.


VII. TERMINATION 1 SUSPENSION A. Suspension. Should County desire to suspend the services, but not terminate the Agreement, County shall

issue a written order to stop work. The written order shall set out the terms of the suspension. Transportation Provider shall stop all services as set forth in this Agreement and will cease to incur costs to County during the term of the suspension. Transportation Provider shall resume work when notified to do so by County in a written authorization to proceed. If a change in the terms and conditions of payment for services of this Agreement is necessary because of a suspension, a mutually agreed Agreement amendment will be executed in accordance with this Agreement.

B. Termination. Either party may, at its option and without prejudice to any other remedy to which it may be entitled to at law or in equity, or elsewhere under this Agreement, terminate this Agreement, in whole or part, by giving prior written thirty (30) calendar days notice thereof to the other party with the understanding that all services being performed under this Agreement shall cease upon the date specified in such notice. County shall compensate the Transportation Provider in accordance with the terms of this Agreement for the services performed prior to the date specified in such notice. In the event of cancellation, Transportation Provider shall cease any and all services under this Agreement on the date of termination and to the extent specified in the notice of termination. Upon receipt of such notice, Transportation Provider shall not incur any new obligations or perform any additional services and shall cancel any outstanding obligations or services to be provided. To the extent federal funds are available and reimbursement is permitted, County will reimburse Transportation Provider for non-canceled obligations that were incurred prior to the termination date. Upon termination of this Agreement as herein above provided, any and all unspent funds that were paid by County to Transportation Provider under this Agreement and any and all County data, documents and information in Transportation Provider's possession shall be returned to County within five

DCHHS: OASP TRANSPORTATION SERVICE AGREEMENT (COUNTY VEHICLE) wi Elmwood UMC -2012 6





b. Non-Performance. Transportation Provider's non-performance of the specifications of this Agreement or non-compliance with the terms of this Agreement shall be a basis for termination of the Agreement by the County. Termination, in whole or in part, by the County under this Section may be made at County's option and without prejudice to any other remedy to which County may be entitled to at law or in equity, or elsewhere under this Agreement. County shilll not pay for work, equipment, services or supplies that are unsatisfactory or unauthorized. At County's sole discretion and with written notice by County, Transportation Provider may be given a reasonable opportunity prior to termination to correct any deficiency in the work or services performed under this Agreement. County may consider a reasonable time to be thirty (30) calendar days to cure any problems and/or deficiencies with Transportation Providers performance, such problems and/or deficiencies being determined by County. Nothing herein, however, shall be construed as negating the basis for termination for non-performance or shall in no way limit or waive County's right to terminate this Agreement under any other provisions herein.

c. Transportation Provider's improper, misuse or inept performance of services under this Agreement;

d. Transportation Providers failure to comply with the terms and provisions of this Agreement;

e. Transportation providers submission of invoices, data, statements and/or reports that are incorrect, incomplete and/or false in any way;


g. If Transportation Provider becomes or is declared insolvent or bankrupt, or is the subject of any proceedings relating to its liquidation or insolvency or for the appointment of a receiver or similar officer for it, has a receiver of its assets or property appointed or makes an assignment for the benefit of all or substantially all of its creditors, institutes or causes to be instituted any proceeding in bankruptcy or reorganization or rearrangement of its affairs, enters into an agreement for the composition, extension, or adjustment of all or substantially all of its obligations, or has a material change in its key employees; and/or

h. Transportation Provider's inability to perform under this Agreement due to judicial order, injunction or any other court proceeding.




Transportation Provider agrees to protect, indemnify, defend and hold harmless County against all claims, demands, actions, suits, losses, damages, liabilities, costs and/or expenses of every kind and nature (including, but not limited to, court costs, litigation expenses and attorney's fees) and all recoverable interest thereon, incurred by or sought to be imposed on County because of bodily injury (including death) or damage to property (whether real, personal or inchoate), arising out of or in any way related (whether directly or indirectly, causally or otherwise) to: (1) the performance of, attempted performance of, or failure to perform, the services under this Agreement by Transportation Provider; (2) the negligent act or omission of the Transportation Provider in the execution or performance of this Agreement, including lack of knowledge and/or misinterpretation of statutes applicable to the services provided hereunder; (3) the condition of the premises on which said services are being performed; (4) the selection, provision, use or failure to use, by any person or entity, of any power source, hardware, software, tools, supplies, materials, equipment or vehicles (whether owned or supplied by County, Transportation Provider, or any other person or entity) in connection with said services; (5) the presence on the Property of Transportation Provider; and (6) the breach of any of the requirements and provisions of this Agreement or any failure of Transportation Provider, its subcontractors, employees, agents, invitees, licensees, or assigns in any respect to comply with and perform all of the requirements and provisions herein. This indemnity shall apply, whether or not any such injury or damage has been, or is alleged to have been, caused in whole or in part by the negligence or fault of County, or on any other theory of liability, including County's negligence, intentional wrongdoing, strict products liability, or the breach of a non-delegatable duty. Transportation Provider further agrees to defend, at its sole cost and expense (at the election of County) against any claim, demand, action or suit for which indemnification is provided hereunder.










D. Transportation Provider, by acceptance of funds provided under this Agreement, agrees and ensures that personnel paid from these funds are duly licensed and/or qualified to perform the required services. Transportation Provider further agrees and ensures that all program and/or facility licenses necessary to perform the required services are current and that County will be notified immediately if such licenses become invalid during the Term of this Agreement.



G. Transportation Provider certifies that neither it nor any of its principals is presently debarred, suspended, proposed for debamnent, declared ineligible, or voluntarily excluded from participating in this Agreement by

DCHHS: OASPTRANSPORTATION SERViCE AGREEMENT (COUNTY VEHICLE) wi Elmwood UMC - 2012 9

any Federal department or agency,

H, Best Efforts to Minimize Costs to County, Transportation Provider shall use its best efforts to complete each assigned task in as economical a manner as possible and to minimize any charges incurred in connection therewith to the maximum extent possible, consistent with Transportation Provider's other obligations under this Agreement.

I. Governmental Consent. Transportation Provider warrants that no consent, approval, or withholding of objection is required from any governmental authority with respect to the entering into or the performance of this Agreement.


K, Warranty of TransportatIOn Providers Financial Capability, Transportation Provider warrants that it is financially capable of fulfilling all requirements of this Agreement and that Transportation Provider is a validly organized entity that has the authority to enter into this Agreement. Transportation Provider warrants that it is not prohibited by any loan, contract, financing arrangement, trade covenant, or similar restriction from entering into this Agreement.

L, Professional Quality, Transportation Provider warrants to County that all materials and services will be of professional quality conforming to generally accepted practices, Any work that is determined by County to be less than professional quality will be corrected without charge, This warranty is limited to rework of the unsatisfactory product without change to the original specifications and without regard to the amount of the effort expended on the original work product.

M. Pursuant to Article 2.45 of the Business Corporation Act, Texas Civil Statutes, which prohibits County from entering into a contract with a corporation which is delinquent in paying taxes under Chapter 171 of the Texas Tax Code, Transportation Provider, by executing this Agreement, hereby certifies that it is not delinquent in its Texas franchise tax payments, or that it is exempt from, or not subject to such a tax,


0, Failure to comply with any of these assurances or any other requirements specified within this Agreement will put Transportation Provider in default and/or breach of this Agreement and may result, at the sole discretion of County, in the disallowance of funds and the withholding of future awards, in addition to any other remedies permitted by law,

XI. COMPLIANCE WITH LAWS AND VENUE In providing services required by this Agreement, Transportation Provider agrees to observe and comply with all applicable grant requirements, licenses, legal certifications, or inspections required for the services, facilities, eqUipment, or materials, and all applicable federal, state, DAM, and local statutes, ordinances, rules, and regulations, Texas law shall govern this Agreement and exclusive venue shall lie in Dallas County, Texas,

DCHHS; OASP TRANSPORTATION SERVICE AGREEMENT (COUNTY VEHICLE) wi Elmwood UMC - 2012 10

XII. ASSIGNMENT Transportation Provider assures that it will not transfer or assign its interest in this Agreement without written consent of County. Transportation Provider understands that in the event that all or substantially all of Transportation Providers assets are acquired by another entity, Transportation Provider is still obligated to fulfill the terms and conditions of this Agreement. County approval to transfer or assign Transportation Provider's interest in this Agreement to an entity that acquires all or substantially all of Transportation Provider's assets is subject to formal approval by the Dallas County Commissioners Court. In the event of the assignment or sale of Transportation Provider assets, the County, at its option, may terminate this Agreement and at no cost to the County retain the use of any of the equipment, software and other items provided under this Agreement. Transportation Provider shall deposit all system and application software with an independent escrow agent. In the event of sale or assignment, County has the right of use of all source codes and at no cost perpetual license to use all software.

XIII. PREVENTION OF FRAUD AND ABUSE Transportation Provider 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 Transportation Provider's employees or agents shall be reported immediately by the County to the Office of the Inspector General for appropriate action. Moreover, Transportation Provider warrants to be not listed on a local, county, State or federal consolidated list of debarred, suspended and ineligible contractors and grantees. Transportation Provider and County agree that any persons who, as part of their employment, receive, disburse, handle or have access to funds collected pursuant to this Agreement do not participate in accounting or operating functions that would permit them to conceal accounting records and the misuse of said funds. Transportation Provider shall, upon notice by County, refund expenditures of the Transportation Provider that are contrary to this Agreement and deemed inappropriate by the County.

XIV. TRANSITION OF SERVICES Upon notice of termination and/or expiration of this Agreement, the County shall immediately have the right to audit any and all records of Transportation Provider relating to this Agreement. Moreover, upon termination and/or expiration date of this Agreement, Transportation Provider agrees to transition the services provided herein in a cooperative manner and provide anything requested from the County, upon date of termination and/or expiration, at no additional cost, including, but not limited to the following: (i) All Agreement and services documentation identified in a complete, neat and orderly manner; (ii) Good faith pledge to cooperate with County upon transition of services to another contractor or County department providing the same or similar services; (iii) Final accounting of all income from the Agreement; (iv) Downloading and removal of all County information from the Transportation Provider's own equipment and software; (v) Removal of Transportation Provider services without affecting the integrity of County's systems; and (vi) All Records and County property. This provision shall survive Agreement termination. Transportation Provider agrees to allow County to continue to utilize all Transportation Provider's software/third party software until such time as County has completed processing all citations begun within Term of Agreement, or any related extension.

XV. INDEPENDENT CONTRACTOR Transportation Provider, including its agents, volunteers, subcontractors, and employees, is an independent contractor and not an agent, servant, joint enterpriser, joint venturer, or employee of the County, and is responsible for its own acts, forbearance, negligence and deeds, and for those of its agents, volunteers, or employees in conjunction with the performance of services covered under this Agreement.

XVI. SUBCONTRACTING Transportation Provider may not enter into agreements with subcontractors for delivery of the designated services outlined in this Agreement without prior written consent of the County, which consent shall not be unreasonably withheld. The costs of all subcontracted services are included in the fees paid herein. Subcontracts, if any, entered into by the Transportation Provider will be in writing and subject to all requirements herein. Transportation Provider agrees that it will solely be responsible to County for the performance of this Agreement. Transportation Provider shall pay all subcontractors in a timely manner. County shall have the right to prohibit Transportation Provider from


using any subcontractor.


DALLAS COUNTY Dallas County Health & Human Services Older Adult Services Program 2377 N. Stem mons Freeway, LB 12 Dallas, TX 75207-2710

TRANSPORTATION PROVIDER Elmwood United Methodist Church 1315 Berkley Dallas, Texas 75224

XVIII. 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, and words in the singular shall include the plural and vice versa, unless the context clearly requires otherwise. Headings are for the convenience of reference only and shall not be considered in any interpretation of this Agreement.






DCHHS: OASP TRANSPORTATION SERVICE AGREEMENT (COUNiY VEHICLE) wi Elmwood UMC - 2012 12


XXIV. DEFAULT I CUMULATIVE RIGHTS I MITIGATION It is not a waiver of default if the non-defaulting party fails to declare a default or delays in taking any action. Waiver of any term, covenant, condition or violation of this Agreement shall not be deemed or construed a waiver unless made in authorized written instrument, nor shall such waiver be deemed or construed a waiver of any other violation or breach of any of the terms, provisions, and covenants herein contained. 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. Pursuit of any remedy provided in this Agreement shall not preclude pursuit of any other remedies herein provided or any other remedies provided by law or equity, including injunctive relief, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any obligation of the defaulting party hereunder or of any damages accruing by reason of the violation of any of the terms, prOVisions, and covenants herein contained. Transportation Provider has a duty to mitigate damages.

XXV, 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. 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.



COUNTY:

BY:

DATE: ___ ---'--''----"---'-'-____ _

R'OOm_f.4 BY: Zachary Thompson

Director, DCHHS

'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 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),


ST ATE OF TEXAS § § §

DALLAS COUNTY DEPARTMENT OF HEALTH AND HUMAN SERVICES: OLDER ADULT SERVICES PROGRAM TRANSPORTATION SERVICE AGREEMENT COUNTY OF DALLAS


Whereas the County of Dallas, Texas ("County"), on behalf of Dallas County Department of Health and Human Services ("DCHHS"): Older Adult Services Program ("OASP"), is a governmental entity; and

Whereas Concord Church ("Transportation Provider") is a private non-profit organization, who is able to transport eligible OASP senior citizens to specific sites for OASP activities under this program; and



Whereas because the total cost of services under this Agreement is Twenty-Five Thousand and 00/100 Dollars, or less (::; $25,000.00), the Commissioners Court has the ability to waive the competitive bidding requirement.


II. TERM Unless otherwise stated in this Agreement, the Term shall be from October 1, 2011 through September 30, 2012.








1. To the satisfaction of County, pass an annual basic physical examination which includes at least a blood pressure, hearing, vision, and drug test before transporting participants. Verification of the

DCHHS: OASP TRANSPORTATION SERVICE AGREEMENT (COUNTY VEHICLE) wi Concord Church - 2012

examination must be in the form of a written statement signed by a health care professional and kept on file by the Transportation Provider. A copy of the physical must be forwarded to the County.

2. Who have not been residents of Texas three (3) years prior to employment, obtain a driver record check from the staters) of previous residence and submit it to the Transportation Provider before transporting participants.

3. To the satisfaction of County, complete a background check before transporting participants.

4. Pass a road test in the vehicle he/she will be driving before transporting participants. Results of the road test are to be kept on file by the Transportation Provider and a copy forwarded to the County (see Attachment A).

5. Complete a training program which includes at a minimum the following:

a. An orientation (see Attachment B) before transporting participants and semi-annual briefings thereafter covering the transportation program, report forms, vehicle operation, vehicle maintenance, and the geographic area in which they will operate the vehicle.

b. Training before transporting participants on the use of any special equipment installed on their vehicles, such as wheelchair lifts, oxygen equipment, etc.

c. Completion within six (6) months of beginning employment of an approved National Safety Council Defensive Driving Course and every three (3) years thereafter; and annual completion of a class covering driving safety provided by the County. Drivers holding a current certification of the driver training course do not need to retake the course until three (3) years from the previous certification.

d. Completion within one (1) year of beginning employment of an approved course in passenger assistance techniques (provided annually by the County); and annual completion of a class covering passenger assistance provided by the County.

e. Completion within six (6) months of beginning employment and every two (2) years thereafter of approved courses in CPR and first aid (provided by the County semiannually); and annual completion of a class covering CPR and first aid provided by the County.

F. Maintain permanent records, including training certificates, for all drivers to verify that training has been received, and forward copies of these to the County as they become available.

G. Conduct semi-annual driver evaluations which will include observation of driver on-the-job performance. Written documentation of driver evaluations will be maintained by the Transportation Provider and submitted to the OASP upon completion (see Attachment A).

H. Maintain and service all vehicles used in performance of this Agreement on a periodic and timely basis as follows:

1. Perform informal weekly checks for operational readiness utilizing the Weekly Operational Checklist (Attachment C).

2. Maintain complete maintenance records for each vehicle utilizing the Vehicle Maintenance Log

DCHHS: OASP TRANSPORTATION SERVICE AGREEMENT (COUNTY VEHICLE) wi Concord Church - 2012 2

(Attachment D).

3. Ensure regular periodic maintenance services based on time andlor mileage usage of the vehicle as recommended by vehicle manufacturer.



1. First aid kit.







8. Back up lens.

g. Working spare tire and jack.

10. Jumper cables.

J. Maintain accounting records as may be necessary to substantiate expenditures under this Agreement and make such records available for inspection and audit as directed by the County andlor by state or federal agencies.


L. Maintain accurate records and submit Weekly Trip Log (Attachment F), Weekly Operational Checklist (Attachment C), Vehicle Maintenance Log (Attachment D) Passenger Pick-Up and Drop-Off Log (Attachment J) each Monday, and Van Mileage Report (Attachment G), Monthly Mileage Fuel Report (Attachment H) and Passenger Delivery Verification Report (Attachment I) along with the Request for Payment by the third (3rd) day of each month ..






P. All required documents shall be maintained and kept by Transportation Provider during the course of the Agreement and for a minimum of five (5) years the termination or expiration of the Agreement period. If any litigation, claim or audit involving these records begins before the specified period ends, Transportation Provider must keep the records until the later occurrence of either the end of the five (5) years or until all litigation, claims, appeals or audit findings are resolved. These requirements shall survive the termination or expiration of this Agreement.

Q. Ensure that all the transportation service cancellations are approved by the County.

R. Upon termination of the Agreement, return the vehicle to the County.

S. Confidentialitv Transportation Provider shall maintain and shall ensure that its agents, volunteers, employees, and subcontractors also maintain the confidentiality communications or information acquired in the course of the performance of the services under this Agreement, unless authorized by law. Transportation Provider agrees to safeguard and adhere to all confidentiality, privacy and security requirements according to this Agreement and the applicable federal, State and local rule and regulations for all information deemed confidential.

IV. RESPONSIBILITIES OF THE COUNTY A. Provide one (1) vehicle to Transportation Provider for use under the scope of this Agreement.

B. Provide training to drivers as specified in this Agreement.

C. Conduct quarterly monitoring visits that will consist of the following:

1. Review Transportation Provider's files for:

a. A copy of the driver's license for each driver.

b. Documentation of physical examination results.

c. Documentation of all repairs and preventive maintenance to vehicle.

d. Documentation of driver evaluation(s).

e. Documentation of training received, copies of training certificates, etc.

f. Compliance with all Texas Administrative Code Requirements.

2. Review transportation expenditures reported to Dallas County including documentation of:

a. Driver(s)' hours, salary and fringe benefits.

b. Gas and oil expenditures.

c. Minor repair and maintenance expenditures.

d. Insurance coverage and payment of premiums.







a. Maintaining required reports, including van mileage, weekly trip logs, passenger delivery verifications, passenger pick-up and drop-off logs, monthly mileage/fuel logs, and weekly operational checklists.




V. FUNDING OBLIGATIONS AND COST REIMBURSEMENT A. The County shall provide the Transportation Provider a lump sum amount of two thousand and 00/100

Dollars ($2,000.00) during the first thirty (30) days of the period of the Agreement. This payment shall constitute an advance payment toward future cost reimbursements to be made under the terms set forth below in this Agreement. As determined by the County, the total amount shall be deducted from said reimbursements prior to the expiration of the period of Agreement. In the event that the Transportation Provider or the County executes the option of termination as stated in this Agreement, the Transportation Provider shall be obligated to reimburse the County all or any outstanding portion of this sum prior to the expiration of the thirty (30) days of advance written notice of tenmination.








4. Purchase and replacement of safety equipment as required in this Agreement and section 111.1.

5. Fees for training as required in this Agreement, when such training is not otherwise provided by the County.

6. Miscellaneous expenses considered by the County to be reasonable and necessary for the purpose of meeting requirements or performing services specified in this Agreement. Miscellaneous costs must be approved by the OASP Contract Manager or Assistant Director in advance of expenditure in order for reimbursement to occur.

D. All funds reimbursed or advanced under this Agreement shall be used only for costs associated with OASP transportation services intended under this Agreement.

E. If costs reimbursed to the Transportation Provider at a later date are determined by the County to be unallowable or unverifiable, the County may at its discretion, either deduct those costs from future reimbursements or require the Transportation Provider to reimburse the County for those costs.

F. The total amount reimbursed to the Transportation Provider under this Agreement shall not exceed twenty five thousand and 00/100 Dollars ($25,000.00), unless modified to another amount, and the cumulative total of which shall not exceed $25,000.00 under this Agreement.

VI. INSURANCE County shall apply some of the grant funds to the purchase of necessary insurance for the drivers.


VII. TERMINATION 1 SUSPENSION A. Suspension. Should County desire to suspend the services, but not terminate the Agreement, County shall

issue a written order to stop work. The written order shall set out the terms of the suspension. Transportation Provider shall stop all services as set forth in this Agreement and will cease to incur costs to County during the term of the suspension. Transportation Provider shall resume work when notified to do so by County in a written authorization to proceed. If a change in the terms and conditions of payment for services of this Agreement is necessary because of a suspension, a mutually agreed Agreement amendment will be executed in accordance with this Agreement.

B. Termination. Either party may, at its option and without prejudice to any other remedy to which it may be entitled to at law or in equity, or elsewhere under this Agreement, terminate this Agreement, in whole or part, by giving prior written thirty (30) calendar days notice thereof to the other party with the understanding that all services being performed under this Agreement shall cease upon the date specified in such notice. County shall compensate the Transportation Provider in accordance with the terms of this Agreement for the services performed prior to the date specified in such notice. In the event of cancellation, Transportation Provider shall cease any and all services under this Agreement on the date of termination and to the extent specified in the notice of termination. Upon receipt of such notice, Transportation Provider shall not incur any new obligations or perform any additional services and shall cancel any outstanding obligations or services to be provided. To the extent federal funds are available and reimbursement is permitted, County will reimburse Transportation Provider for non-canceled obligations that were incurred prior to the termination date. Upon termination of this Agreement as herein above provided, any and all unspent funds that were paid by County to Transportation Provider under this Agreement and any and all County data, documents and information in Transportation Provider's possession shall be returned to County within five






b. Non-Performance. Transportation Provider's non-performance of the specifications of this Agreement or non-compliance with the tenms of this Agreement shall be a basis for termination of the Agreement by the County. Termination, in whole or in part, by the County under this Section may be made at County's option and without prejudice to any other remedy to which County may be entitled to at law or in equity, or elsewhere under this Agreement. County shall not pay for work, equipment, services or supplies that are unsatisfactory or unauthorized. At County's sole discretion and with written notice by County, Transportation Provider may be given a reasonable opportunity prior to termination to correct any deficiency in the work or services perfonmed under this Agreement. County may consider a reasonable time to be thirty (30) calendar days to cure any problems and/or deficiencies with Transportation Provider's performance, such problems and/or deficiencies being determined by County. Nothing herein, however, shall be construed as negating the basis for termination for non-performance or shall in no way limit or waive County's right to terminate this Agreement under any other provisions herein.

c. Transportation Provider's improper, misuse or inept performance of services under this Agreement;

d. Transportation Provider'S failure to comply with the terms and provisions of this Agreement;

e. Transportation Provider's submission of invoices, data, statements and/or reports that are incorrect, incomplete and/or false in any way;


g. If Transportation Provider becomes or is declared insolvent or bankrupt, or is the subject of any proceedings relating to its liquidation or insolvency or for the appointment of a receiver or similar officer for it, has a receiver of its assets or property appointed or makes an assignment for the benefit of all or substantially all of its creditors, institutes or causes to be instituted any proceeding in bankruptcy or reorganization or rearrangement of its affairs, enters into an agreement for the composition, extension, or adjustment of all or substantially all of its obligations, or has a material change in its key employees; and/or

h. Transportation Providers inability to perfonm under this Agreement due to judicial order, injunction or any other court proceeding.




Transportation Provider agrees to protect, indemnify, defend and hold harmless County against all claims, demands, actions, suits, losses, damages, liabilities, costs and/or expenses of every kind and nature (including, but not limited to, court costs, litigation expenses and attorney's fees) and all recoverable interest thereon, incurred by or sought to be imposed on County because of bodily injury (including death) or damage to property (whether real, personal or inchoate), arising out of or in any way related (whether directly or indirectly, causally or otherwise) to: (1) the performance of, attempted performance of, or failure to perform, the services under this Agreement by Transportation Provider; (2) the negligent act or omission of the Transportation PrOVider in the execution or performance of this Agreement, including lack of knowledge and/or misinterpretation of statutes applicable to the services provided hereunder; (3) the condition of the premises on which said services are being performed; (4) the selection, provision, use or failure to use, by any person or entity, of any power source, hardware, software, tools, supplies, materials, equipment or vehicles (whether owned or supplied by County, Transportation Provider, or any other person or entity) in connection with said services; (5) the presence on the Property of Transportation Provider; and (6) the breach of any of the requirements and provisions of this Agreement or any failure of Transportation Provider, its subcontractors, employees, agents, invitees, licensees, or assigns in any respect to comply with and perform all of the requirements and provisions herein. This indemnity shall apply, whether or not any such injury or damage has been, or is alleged to have been, caused in whole or in part by the negligence or fault of County, or on any other theory of liability, including County's negligence, intentional wrongdoing, strict products liability, or the breach of a non-delegatable duty. Transportation Provider further agrees to defend, at its sole cost and expense (at the election of County) against any claim, demand, action or suit for which indemnification is provided hereunder.










D. Transportation Provider, by acceptance of funds provided under this Agreement, agrees and ensures that personnel paid from these funds are duly licensed andlor qualified to perform the required services. Transportation Provider further agrees and ensures that all program andlor facility licenses necessary to perform the required services are current and that County will be notified immediately if such licenses become invalid during the Term of this Agreement.



G. Transportation Provider certifies that neither it nor any of its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in this Agreement by


any Federal department or agency.

H. Best Efforts to Minimize Costs to County. Transportation Provider shall use its best efforts to complete each assigned task in as economical a manner as possible and to minimize any charges incurred in connection therewith to the maximum extent possible, consistent with Transportation Provider's other obligations under this Agreement.

L Governmental Consent. Transportation Provider warrants that no consent, approval, or withholding of objection is required from any governmental authority with respect to the entering into or the performance of this Agreement.


K. Warranty of Transportation Provider's Financial Capability. Transportation Provider warrants that it is financially capable of fulfilling all requirements of this Agreement and that Transportation Provider is a validly organized entity that has the authority to enter into this Agreement. Transportation Provider warrants that it is not prohibited by any loan, contract, financing arrangement, trade covenant, or similar restriction from entering into this Agreement.

L Professional Quality. Transportation Provider warrants to County that all materials and services will be of professional quality conforming to generally accepted practices, Any work that is determined by County to be less than professional quality will be corrected without charge. This warranty is limited to rework of the unsatisfactory product without change to the original specifications and without regard to the amount of the effort expended on the original work product.

M. Pursuant to Article 2.45 of the Business Corporation Act, Texas Civil Statutes, which prohibits County from entering into a contract with a corporation which is delinquent in paying taxes under Chapter 171 of the Texas Tax Code, Transportation Provider, by executing this Agreement, hereby certifies that it is not delinquent in its Texas franchise tax payments, or that it is exempt from, or not subject to such a tax.


O. Failure to comply with any of these assurances or any other requirements specified within this Agreement will put Transportation Provider in default and/or breach of this Agreement and may result, at the sole discretion of County, in the disallowance of funds and the withholding of future awards, in addition to any other remedies penmitted by law,

XL COMPLIANCE WITH LAWS AND VENUE In providing services required by this Agreement, Transportation Provider agrees to observe and comply with all applicable grant requirements, licenses, legal certifications, or inspections required for the services, facilities, equipment, or materials, and all applicable federal, state, DAAA, and local statutes, ordinances, rules, and regulations. Texas law shall govern this Agreement and exclusive venue shall lie in Dallas County, Texas.

DCHHS OASP TRANSPORTATION SERVICE AGREEMENT (COUNTY VEHICLE) wi Concord Church - 2012 10

XII. ASSIGNMENT Transportation Provider assures that it will not transfer or assign its interest in this Agreement without written consent of County. Transportation Provider understands that in the event that all or substantially all of Transportation Provider's assets are acquired by another entity, Transportation Provider is still obligated to fulfill the terms and conditions of this Agreement. County approval to transfer or assign Transportation Providers interest in this Agreement to an entity that acquires all or substantially all of Transportation Provider's assets is subject to formal approval by the Dallas County Commissioners Court. In the event of the assignment or sale of Transportation Provider assets, the County, at its option, may terminate this Agreement and at no cost to the County retain the use of any of the equipment, software and other items provided under this Agreement. Transportation Provider shall deposit all system and application software with an independent escrow agent. In the event of sale or assignment, County has the right of use of all source codes and at no cost perpetual license to use all software.

XIII. PREVENTION OF FRAUD AND ABUSE Transportation Provider 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 Transportation Providers employees or agents shall be reported immediately by the County to the Office of the Inspector General for appropriate action. Moreover, Transportation Provider warrants to be not listed on a local, county, State or federal consolidated list of debarred, suspended and ineligible contractors and grantees. Transportation Provider and County agree that any persons who, as part of their employment, receive, disburse, handle or have access to funds collected pursuant to this Agreement do not participate in accounting or operating functions that would permit them to conceal accounting records and the misuse of said funds. Transportation Provider shall, upon notice by County, refund expenditures of the Transportation Provider that are contrary to this Agreement and deemed inappropriate by the County.

XIV. TRANSITION OF SERVICES Upon notice of termination and/or expiration of this Agreement, the County shall immediately have the right to audit any and all records of Transportation Provider relating to this Agreement. Moreover, upon termination and/or expiration date of this Agreement, Transportation Provider agrees to transition the services provided herein in a cooperative manner and provide anything requested from the County, upon date of termination and/or expiration, at no additional cost, including, but not limited to the following: (i) All Agreement and services documentation identified in a complete, neat and orderly manner; (ii) Good faith pledge to cooperate with County upon transition of services to another contractor or County department providing the same or similar services; (iii) Final accounting of all income from the Agreement; (iv) Downloading and removal of all County information from the Transportation Provider's own equipment and software; (v) Removal of Transportation Provider services without affecting the integrity of County's systems; and (vi) All Records and County property. This provision shall survive Agreement tenmination. Transportation Provider agrees to allow County to continue to utilize all Transportation Provider's software/third party software until such time as County has completed processing all citations begun within Term of Agreement, or any related extension.

XV. INDEPENDENT CONTRACTOR Transportation Provider, including its agents, volunteers, subcontractors, and employees, is an independent contractor and not an agent, servant, joint enterpriser, joint venturer, or employee of the County, and is responsible for its own acts, forbearance, negligence and deeds, and for those of its agents, volunteers, or employees in conjunction with the perfonmance of services covered under this Agreement.

XVI. SUBCONTRACTING Transportation Provider may not enter into agreements with subcontractors for delivery of the deSignated services outlined in this Agreement without prior written consent of the County, which consent shall not be unreasonably withheld. The costs of all subcontracted services are included in the fees paid herein. Subcontracts, if any, entered into by the Transportation Provider will be in writing and subject to all requirements herein. Transportation Provider agrees that it will solely be responsible to County for the performance of this Agreement. Transportation Provider shall pay all subcontractors in a timely manner. County shall have the right to prohibit Transportation Provider from


using any subcontractor


DALLAS COUNTY Dallas County Health & Human Services Older Adult Services Program 2377 N. Stemmons Freeway, LB 12 Dallas, TX 75207-2710

TRANSPORTATION PROVIDER Concord Church 6808 Pastor Bailey Dr Dallas, Texas 75237

XVIII. 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, and words in the singular shall include the plural and vice versa, unless the context clearly requires otherwise. Headings are for the convenience of reference only and shall not be considered in any interpretation of this Agreement.








XXIV. DEFAULT I CUMULATIVE RIGHTS I MITIGATION It is not a waiver of default if the non-defaulting party fails to declare a default or delays in taking any action. Waiver of any tenm, covenant, condition or violation of this Agreement shall not be deemed or construed a waiver unless made in authorized written instrument, nor shall such waiver be deemed or construed a waiver of any other violation or breach of any of the terms, provisions, and covenants herein contained. 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. Pursuit of any remedy provided in this Agreement shall not preclude pursuit of any other remedies herein provided or any other remedies provided by law or equity, including injunctive relief, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any obligation of the defaulting party hereunder or of any damages accruing by reason of the violation of any of the terms, provisions, and covenants herein contained. Transportation Provider has a duty to mitigate damages.

XXV. 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. 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.


DCHHS: OASP TRANSPORTATiON SERVICE AGREEMENT (COUNTY VEHICLE) wi Concord Church - 2012 13

COUNTY:

BY:

DATE: __ --'-1.=...0_----<---'--L-----'-,L---

Recommended:

BY: Zachary Thompson Director, DCHHS

TRA S lORTATION PROVIDER: ,;I _(/1 ~¥ ,; )/ ' 'I 'K~'fr ( -~(

BY:

DATE: -1-7_-,--,,1 1",</---,1-,--1 ______ ~

'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 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 attomey(s)_


COURT ORDER 20~ 11~ l~~'i tl ~ '""~-ORDER NO, ___ _

DATE: CC~ 4, 2Dll

STATE OF TEXAS

COUNTY OF DALLAS

§ §

§ §

BE IT REMEMBERED, at a regular meeting of Commissioners' Court of Dallas County, Texas held on

the 4th day of __ O~c"-,t,,,o~b~er~ ______________ 2011, on motion made by

~J~ru=m~W=il=e~y~P=rl='c=e~,_C=o=mml=='=SS~l='o=n=er~o=f~D1='s=t=r~i~ct~N=o=,~3~ ___________ ,andsecondedby

__ D.::.r:..., =E=l.::.ba=--:G=a=r.::.cl::~ a::.:,~Co~mml=·=S=Sl::· o:.::n:.::e:.::r_o:.:f::.....::D::::.i.::.st:.:r:.::i.::.c;::t....:Nc:.::0:.::._4 ________ , the following Order was adopted:

WHEREAS, the service agreement with TrustComm Trusted Networks for network connectivity services was discussed in Commissioners Court on October 4, 2011; and

WHEREAS, Dallas County Health and Human Services requests authorization to enter a service agreement with TrustComm Trusted Networks to serve as the network connectivity services provider as part of Capability 8 of the Cities Readiness Initiative (CRI) grant; and

WHEREAS, funding for this service of $5,359~00 is available from the CRI grant (466:0:05499:2012:0:0:08725:0), and the performance term is effective October 4, 2011 through October 3,2012; and

WHEREAS, the recommendations included herein are consistent with the Dallas County Strategic Plan, Vision 2: Oal/as County is a healthy community, by providing disease prevention and health promotion and human services programs to County residents.

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED that the Dallas County Commissioners Court does hereby approve the service agreement between Dallas County Health and Human Services and TrustComm Trusted Networks for the provision of network connectivity services, for a cost of $5,359.00, and authorizes payment of these costs from the CRI grant (466:0:05499:2012:0:0:08725:0)~

DONE IN OPEN CURT this the -=.4 t~h,,----__ day of __ ~Oc=-,t",o~bes;r,--_______ _

ABSENT

Maurine Dickey _ Commissioner, District No~ 1

Mike Cantrell Commissioner, Distri No~ 2

iley Price Issioner, Istrict NO.3

Dr. Elba Garcia Commissioner, District No~ 4

Recommended by: ~~~~~~~~~~==--:~~~~ __ ~ ____ Za ,

2 0 11 1 r'j., r=' -"- ( ~l. {J ORDER NOo ____ _

DATE: CCt:ol:= 4, 2011

STATE OF TEXAS }

COUNTY OF DALLAS }

COURT ORDER


4th day of CCt:ol:= , 2011, on motion made by John Wiley Price, Comm. of ,District 113

and seconded by Dr. Elba Garcia, Connn. of District 1J4 , the following Order was adopted:

WHEREAS, the Professional Services Contract for Pharmacy Services with Howard Aldridge, Jr., was briefed in Commissioners Court on September 27, 2011; and

WHEREAS, Dallas County Health and Human Services wishes to contract with Howard Aldridge, Jr. for Pharmacy Services, who is a licensed pharmacist, to serve as Pharmacist-in-Charge of the Dallas County Health and Human Services' Class D Pharmacy, with twelve (12) equal payments of $833.33, not to exceed $10,000.00; and

WHEREAS, the Pharmacy-in-Charge will ensure that outdated unusable, and/or recalled drugs are disposed of in such a manner as to comply with Texas State Board of Pharmacy Rules and Regulations; and

WHEREAS, recommendations are consistent with the Dallas County Strategic Plan, Vision 2: Dallas County is a healthy community; and

WHEREAS, the term of the contract is October 1,2011 through September 30,2012.

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED that the Dallas County Commissioners Court does hereby approve the Professional Services Contract between Dallas County Health and Human Services and Howard Aldridge, Jr., licensed pharmacist, for pharmacy services not to exceed $10,000.00, and authorizes the County Judge to sign the contract on behalf of Dallas County.

DONE IN-'OPEN ____ day of October I 1 /

ABSENT Maurine Dickey, District #1

Dr. Elba Garcia, District #4

STATE OF TEXAS

COUNTY OF DALLAS

1. PARTIES

§ § § § §

PROFESSIONAL SERVICES CONTRACT BETWEEN HOWARD ALDRIDGE, JR. AND DALLAS COUNTY, ON BEHALF OF DALLAS COUNTY HEALTH AND HUMAN SERVICES

Whereas, Howard Aldridge, Jr. ("Contractor") is a pharmacist licensed by the State of Texas and owner of the Aldridge Family Pharmacy at 1408 Bonnie View Rd., Dallas, Texas 75203; and

Whereas, Contractor is a neighborhood pharmacist who is centrally located; and

Whereas, This central location will enable Contractor to make inspections, without notice, of the Dallas County Health and Human Services ("DCHHS") clinic sites, and ensure that Dallas County ("County") fully complies with all rules and regulations regarding a Class D Pharmacy.

Now, therefore, this Contract is entered into by and between County, on behalf of DCHHS, and Contractor for a public purpose and pursuant to the authorities and requirements of the Texas Local Government Code § 262.024(a)(4), Texas Health and Safety Code § 242.602, and Texas Occupations Code § 562.101 for the purpose of maintaining Class 0 Pharmacies.

2. SERVICES TO BE PROVIDED BY CONTRACTOR

A. To serve as Pharmacist-in-Charge of the County's Class 0 Pharmacies;

B. To prepare the annual application for Class D licensure in conjunction with County staff;

C. To review monthly, and document the County's services that provide drugs to patients, to assure that County meets all the requirements of Class D Pharmacy as prescribed by the Texas Board of Pharmacy;

D. To perform an evaluation of the pharmaceutical and dispensing procedures being utilized in the clinics listed below as frequently as necessary to assure compliance with the law;

E. To review and update the pharmacy policies and procedures manual as required to insure continuing compliance with applicable laws, rules, and regulations;

F. To provide on-site monthly inspections for the following clinics:

Preventive Health: Main Clinic Carrollton Grand Prairie Irving Dallas (John West) Dallas (Jefferson) Dallas (Spring Valley)

2377 N. Stemmons Freeway, Room 154 2774 Valwood Parkway 1413 Densman 440 S. Nursery 3312 N. Buckner Blvd., Ste. 200 1113 E. Jefferson Blvd., Ste. 200 8202 Spring Valley, Ste. 200

PROFESSIONAL SVCS CON1RACT BETW DALLAS COUNTY & HOWARD ALDRlDGE--20I2

Sexuallv Transmitted Disease: Main Clinic 2377 N. Stemmons Freeway, Room 101

Tuberculosis: Main Clinic 2377 N. Stemmons Freeway, Room 300

G. To provide for availability of the Pharmacist-in-Charge on occasions of review or inspection of County's Class D Pharmacy by the Texas State Health Services ("DSHS"), Texas State Board of Pharmacy, or similar official review agencies

H. To ensure that outdated, unusable, and/or recalled dangerous drugs are disposed of in such a manner as to comply with Texas State Board of Pharmacy Rules and Regulations.

3. TERM

The Term of this Contract shall be effective from October 01, 2011 through September 30, 2012, unless otherwise stated elsewhere in this Contract.

4. PAYMENT FOR SERVICES

A. Contractor agrees to submit complete, fully documented and accurate itemized invoices with appropriate/applicable attachments, statistical and programmatic documentation reports, as required by County for the prior month's services in the format described in Exhibit A on or before the Fifth (5th

) of the month.

B. Upon receipt of invoice, County agrees to compensate Contractor in a pro-rated amount of Eight Hundred Thirty-Three and 33/100 Dollars ($833.33) per month for such services by the last day of the month that the invoice is due. County will make payment to Contractor upon receipt of a verified and proper billing for services actually rendered. Any payments by County to Contractor may be withheld if the Contractor fails to comply with County's contract provisions, deliverables, or other requirements relating to Contractor's performance of work and services under this Contract. County shall pay Contractor only for those costs that are allowable under applicable laws, including, without limitation, the federal rules, regulations, cost prinCiples, the guidelines under HRSA and the DSHS, and those stated in this Contract. County shall have the right to withhold all or part of any payments to the Contractor to offset any payment or reimbursement made to Contractor for ineligible expenditures, undocumented units of service billed, and any profit made from the program by Contractor.

C. Not to Exceed Amount. The maximum amount to be paid under this Contract is Ten Thousand and 00/100 Dollars ($10,000.00).

D. Contractor agrees that a temporary delay in making payments due to the County's or DCHHS' accounting and disbursement procedures shall not place the County/DCHHS in default of this Contract and shall not render the County/DCHHS liable for interest or penalties, provided such delay shall not exceed thirty (30) calendar days after its due date. 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.

2 PROFESSIONAL SVCS CONTRACT BETW DALLAS COUNTY & HOWARD ALDRIDGE-20 12

E. Contractor agrees to submit no more than one such billing/invoice per month.

F. Prior Debts. County shall not be liable for costs incurred or performances rendered by Contractor before or after the Contract Term; for expenses not billed to County within the applicable time frames set forth in this Contract; or for any payment for services or activities not provided pursuant to the terms of this Contract.

5. REPORTING AND ACCOUNTABILITY

A. Contractor agrees to submit all required documentation and reports on a timely basis and in accordance with the specified time frames.

B. Contractor agrees that all information, data and supporting documentation that relates to the services under this Contract shall remain the property of the County.

C. Should DCHHS determine it reasonably necessary, Contractor shall make all of his records and books reasonably related to this Contract available to authorized DCHHS personnel, at reasonable times and within reasonable periods, for inspection or auditing purposes or to substantiate the provisions of services under this Contract. Required documents may inciude, but are not limited to, documents pertaining to services provided for purposes of programming, creation and modification of data fields, and records of telephone hours of support provided.

D. Contractor agrees to make available, at reasonable times and for reasonable periods, those supporting documents pertaining to services. All documents shall be maintained and kept by Contractor for a minimum of four (4) years and ninety (90) calendar days after the termination of the contract period. If any litigation, ciaim or audit involving these records begins before the specified period expires, Contractor must keep the records and documents until the later occurrence of either the end of an additional four (4) years and ninety (90) calendar days from date of court filings/audit findings, or until all litigation, claims or audit findings are resolved.

6. INDEMNIFICATION

To the fullest extent allowed under the law, Contractor shall forever waive, release, indemnify and hold harmless County, its Commissioners, Judge, assigns, officers, directors, employees, agents, representatives (collectively, "County"), from and against any and all losses, damages, injuries (including death), causes of action, claims, demands, liabilities, judgments, suits, losses, damages, fines, assessments, penalties, adverse awards and expenses (whether based upon tort, breach of contract, patent, trademark or copyright infringement, or other intellectual property infringement, failure to pay employee taxes or with holdings, failure to obtain worker's compensation insurance, or otherwise), whether known or unknown, including, without limitation, legal and related legal fees and expenses, of any kind or nature arising out of or on account of, or resulting from (1) any actual or alleged intentional or negligent act or omission of, or default in the performance of, attempted performance of, or failure to perform, his obligations pursuant to this Contract by Contractor, his assigns, or his subcontractors, officers, directors, employees, agents or representatives (referred collectively as "Contractor"), (2) Contractor's involvement in the specified services under this Contract, (3) Any terms or conditions or provisions or underlying provisions of this Contract, including but not limited to, any premises or special defect known or unknown to

3 PROFESSIONAL SVCS CONTRACT BETW DALLAS COUNTY & HOWARD ALDRIDGE~20 12

County, and any injury to individuals present during Contractor's involvement under the terms and conditions of the services and Contract, including willful acts such as assault, copyright, licensing and patent infringement relating to any software and for equipment provided by Contractor; and wrongful imprisonment or other intentional torts as a result of incorrect and/or scrambled information downloaded from any software and/or equipment provided by Contractor, and (4) the selection, provision, misuse, use or failure to use, by Contractor or any person or entity, of any medical devices, tools, supplies, materials, equipment, any other devices, tools, supplies, materials, equipment, or vehicles (whether owned or supplied by County, or any other person or entity) in connection said work or operations;

AND FURTHER, Contractor, to the fullest extent allowed by law, agrees to waive, release, indemnify and hold harmless County against any and all losses, damages, injuries (including death), causes of action, claims, demands, liabilities, judgments, suits, losses, damages, fines, assessments, penalties, adverse awards and/or other expenses, of any kind or nature whatsoever (whether based upon tort, breach of contract, patent, trademark or copyright infringement, or other intellectual property infringement, failure to pay employee taxes or with holdings, failure to obtain worker's compensation insurance, or otherwise), including, without limitation, legal and related legal fees and expenses, of any kind or nature that are incurred by or sought to be imposed on County arising out of or on account of, or resulting from injury (including death), whether known or unknown, including, but not limited to, exposure to any disease, by any manner or method whatsoever, or damage to property (whether real, personal or inchoate), arising out of or in any way related (whether directly or indirectly, causally or otherwise) to the Contract and/or the performance of, attempted performance of, or failure to perform, operation or work by County, its contractors, or its subcontractors, and/or any other person or entity. This indemnification shall apply, whether or not any such injury or damage has been brought on any theory of liability, intentional wrongdoing, strict product liability, County's negligence, or breach of non-delegable duty. Contractor further agrees to defend (at the election of County) at his sole cost and expense against any claim, demand, action or suit for which indemnification is provided herein.

Approval and acceptance of Contractor's services by County shall not constitute nor be deemed a release of the responsibility and liability of Contractor, his subcontractors, employees, officers, agents, invitees, licensees or assigns for the accuracy and competency of their services; nor shall such approval and acceptance be deemed to be an assumption of such responsibility by the County for any defect, error or omission in the services performed by Contractor, his subcontractors, employees, officers, agents, invitees, licensees or assigns in this regard. Contractor shall defend, hold harmless and indemnify the County for damages resulting from such defects, errors or omissions.

These provisions shall survive termination, expiration or cancellation of this Contract or any determination that this Contract or any portion hereof is void, voidable, invalid or unenforceable.

7. INSURANCE

A. Within ten (10) calendar days after the effective date of this Contract, Contractor shall furnish, at his sole cost and expense, the following minimum insurance coverage. Such insurance is a condition precedent to commencement of any services. Contractor shall, in the stated ten (10) day period. furnish to the Dallas County Director of Purchasing

4 PROFESSIONAL SVCS CONTRACT BETW DALLAS COUNTY & HOWARD ALDRIDGE-20l2

verification of the insurance coverage in the type and amount required herein, meeting all conditions in this Contract, by an insurance company acceptable to County and authorized to do business in the State of Texas. Such insurance shall show the County as the certificate holder (general liability insurance). Coverage dates shall be inclusive of the Contract term and each renewal period, if any. The following minimum insurance coverage is required:

1) Workers' Compensation Insurance or self insured employee coverage in the amount as required by the law of the State of Texas or Federal law, meeting the acceptability requirements as established by the Texas Workers' Compensation Act, Title 5, Subtitle A, Texas Labor Code, if Contractor has any employee(s) as defined by the Workers' Compensation Act. If Contractor has no employee (as defined by the Texas Workers' Compensation Act), Contractor shall provide County with a sworn Affidavit stating that there is no employee in lieu of a Certificate of Insurance (attached hereto as Exhibit B and incorporated herein for all purposes). In the event that any work is sublet Contractor shall require the subcontractors to similarly provide Workers' Compensation Insurance for all of the subcontractors' employees unless such employees are afforded protection by the Contractor. In case any class of employees engaged in hazardous work under this Contract at the site of the project is not protected under the Workers Compensation statute, the Contractor shall provide and shall cause each subcontractor to provide adequate and suitable insurance for the protection of his employees not otherwise protected.

2) Commercial General Liability Insurance, including Contractual Liability Insurance. Commercial General Liability Insurance coverage for the following: (a) Premises Operations; (b) Independent Contractors or Contractors; (c) Products/Completed Operations; (d) Personal Injury; (e) Contractual Liability; (f) Explosion, Collapse and Underground; (g) Broad Form Property Damage, to include fire legal liability. Such insurance shall carry lirnits of Five Hundred Thousand and 00/100 Dollars ($500,000.00) for bodily injury and property damage per occurrence with a general aggregate of Five Hundred Thousand and 00/100 Dollars ($500,000.00) and products and completed operations aggregate of Five Hundred Thousand. and 00/100 Dollars ($500,000.00). There shall not be any policy exclusion or limitations for personal injury, advertising liability, medical payments, fire damage, legal liability, broad form property damage, and/or liability for independent contractors or such additional coverage or increase in limits.

This insurance must be endorsed with a Waiver of Subrogation Endorsement, waiving the carrier's right of recovery under subrogation or otherwise from the County.

3) Professional Liability Insurance or Errors and Omissions Insurance. Contractor shall indemnify County for damages resulting from defects, errors or omissions and shall secure, pay for and maintain in full force and effect during the term of this Contract and any subsequent extensions hereto and thereafter for an additional five (5) years from the effective date of cancellation, termination or expiration of this Contract or any subsequent extensions hereto, sufficient errors and omissions insurance in a minimurn amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00) per occurrence with certificates of insurance evidencing such coverage to be provided to the County. Such certificates of

5 PROFESSIONAL SVCS CONTRACT BETW DALLAS COUNTY & HOWARD ALDRlDGE-20 12

insurance shall specifically name the County as a loss payee.

4) Comprehensive Automotive Liability Insurance. Prior to using or causing to be used a motor vehicle other than a vehicle for hire (cab), Contractor shall furnish to the County a certificate showing comprehensive auto liability insurance covering all owned, hired and non-owned vehicles (excluding cabs) used in connection with the work performed under this Contract, with the minimum limits of State required automobile liability insurance for bodily injury and property damages.

B. Contractor agrees that, with respect to the above referenced insurance, all insurance contracts will contain the following required provisions:

1) Name County as an additional insured (as the interest of each insured may appear) as to all applicable coverage.

2) Provide for thirty (30) calendar days prior written notice to the County for cancellation, non-renewal or material change, or ten (10) calendar days for nonpayment of premium.

3) Provide that the inclusion of one or more persons, corporations, organizations, firms or entities as insured's under this policy shall not in any way affect the right of any such person, corporation, organization, firm or entity with respect to any claim, demand, suit, or judgment made, brought or recovered in favor of any other insured.

4) Provide that this policy shall protect each person, corporation, organization, firm or entity in the same as though a separate policy had been issued to each, provided that its endorsement shall not operate to increase the insurance company's limits of liability as set forth elsewhere in the policy.

5) Provide for an endorsement that the other insurance clause shall not apply to the County where the County is an additional insured on the policy.

6) Provide for notice to the County at the address shown below by registered mail.

7) Each applicable policy of insurance shall contain a waiver of subrogation if required above under subsection 1, and Contractor agrees to waive subrogation against County, its elected officials, officers, employees, agents and representatives for injuries, including death, property damage or any other loss.

C. Contractor shall be solely responsible for all cost of any insurance as required here, any and all deductible amount, which in no event shall exceed ten percent (10%) of the amount insured and in the event that an insurance company should deny coverage. All insurance coverage shall be on an occurrence basis or a claims basis if Contractor provides for three (3) year tail coverage, unless specifically approved in writing and executed by the County's Purchasing Agent and Risk Manager.

D. It is the intent of these requirements and provisions that insurance covers all cost and expense so that the County will not sustain any expense, cost, liability or financial risk as a result of the performance of services under this Contract.

6 PROFESSIONAL SVCS CONTRACT BETW DALLAS COUNTY & HOWARD ALDRlDGE~2012

E. Except as otherwise expressly specified, Contractor shall agree that all policies of insurance shall be endorsed, waiving the issuing insurance company's right of recovery against County, whether by way of subrogation or otherwise.

F. Insurance certificates. The certificates of insurance shall list Dallas County as the certificate holder. All insurance policies or duly executed certificates for the same required to be carried by Contractor under this Contract, together with satisfactory evidence of the payment of the premium thereof, shall be delivered to the Dallas County Director of Purchasing located at the Dallas County Records Building, 509 Main Street, 6th Floor, Suite 623, Dallas, Texas 75202 within ten (10) calendar days of execution and/or renewal of this Contract and upon renewals andlor material changes of such policies, but not less than fifteen (15) calendar days prior to the expiration of the term of such coverage, or such non-delivery shall constitute a default of this Contract subject to immediate termination at County's sole discretion.

G. All insurance coverage shall be on a per occurrence basis or a per claim basis if Contractor provides for three (3) year tail coverage, unless specifically approved in writing and executed by the County's Purchasing Agent and Risk Manager.

H. All insurance required to be carried by Contractor andlor subcontractors under this Contract shall be acceptable to the County in form and content, in its sole discretion. All policies shall be issued by an insurance company acceptable and satisfactory to County and authorized to do business in the State of Texas. Acceptance of or the verification of insurance shall not relieve or decrease the liability of the Contractor.

I. If Contractor and/or his subcontractors fail to comply with any of the requirements relating to insurance, the County, in addition to all other remedies allowed by this Contract or in law, may, at its sole discretion and without waiving any rights that it may have, and in addition to all other remedies allowed by this Contract, obtain such insurance and deduct from the payments to Contractor the expense of obtaining such insurance and the cost of insurance premiums. However, neither Contractor nor any third party shall have any recourse against the County for payment of any premiums or assessment for any deductibles, or payment of any amount that would have been payable by any such insurance, as all such liability, cost, expense, premiums and deductibles are the sole responsibility and risk of the Contractor.

J. Approval, disapproval or failure to act by the County regarding any insurance supplied by Contractor shall not relieve Contractor of full responsibility or liability for damages and accidents as set forth herein. Neither shall bankruptcy, insolvency or denial of liability by any insurance company exonerate the Contractor from liability.

K. Minimum insurance is a condition precedent to any work performed under this Contract and for the entire term of this Contract, including any renewals or extensions. In addition to any and all other remedies County may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, or such insurance lapses, is reduced below minimum requirements or is prematurely terminated for any reason, County shall have the right:

1) to order Contractor to stop work hereunder which shall not constitute a Suspension of Work;

7 PROFESSIONAL SVCS CONTRACT BETW DALLAS COUNTY & HOW ARD ALDRlDGE~20 12

2) to withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof and assurance and proof acceptable to County that there is no liability to County for failure to provide such required insurance;

3) to, at its sole discretion, declare a material breach of this Contract, which, at County's discretion, may result in:

a) termination of this Contract;

b) demand on any bond, as applicable;

c) the right of the County to complete this Contract by contracting with the "next low proposal." Contractor will be fully liable for the difference between the original Contract price and the actual price paid, which amount is payable to County by Contractor on demand; or

d) any combination of the above,

4) to any combination of the above,

L Contractor shall advise County in writing within 24 hours of any claim or demand against County or Contractor known to Contractor related to or arising out of Contractor's activities under this Contract

M, Acceptance of the services by County shall not constitute nor be deemed a release of the responsibility and liability of Contractor, his employees, associates, agents or subcontractors for the accuracy and competency of their services; nor shall such acceptance be deemed an assumption of responsibility or liability by County for any defect in the services performed by Contractor, his employees, subcontractors, and agents,

N, Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or his subcontractor's performance of the work covered under this Contract

0, Contractor shall provide that all provisions of this Contract conceming liability, duty and standard of care, together with the indemnification provisions, shall be underwritten by contractual liability coverage sufficient to include obligation within applicable policies,

p, It is agreed that County shall deem Contractor's insurance primary with respect to any insurance or self insurance carried for liability arising out of operations under this Contract

Q, Contractor shall notify County in the event of any change in coverage and shall give such notices not less than thirty days prior to the change, which notice must be accompanied by a replacement certificate of insurance,

R Standard of Care: Services provided by Contractor under this Contract will be performed


in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar agreements,

S, The provisions of this Section are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity,

T, The provisions of this Section shall survive termination or expiration of this contract or any determination that this contract or any portion hereof is void, voidable, invalid or unenforceable,

a.EXPENSES

Unless prior written approval by DCHHS is obtained, Contractor shall be responsible for all mileage and other expenses related to the fulfillment of the requirements of the Contract.

9. TERMINATION J SUSPENSION

A, Suspension, Should County desire to suspend the services, but not terminate the Contract, County shall issue a written order to stop work, The written order shall set out the terms of the suspension, Contractor shall stop all services as set forth in this Contract and will cease to incur costs to County during the term of the suspension, Contractor shall resume work when notified to do so by County in a written authorization to proceed, If a change in the terms and conditions of payment for services of this Contract is necessary because of a suspension, a mutually agreed Contract amendment will be executed in accordance with this Contract.

g, Termination, Either party may, at its option and without prejudice to any other remedy to which it may be entitled to at law or in equity, or elsewhere under this Contract, terminate this Contract, in whole or part, by giving thirty (30) calendar days prior written notice thereof to the other party with the understanding that all services being performed under this Contract shall cease upon the date specified in such notice. County shall compensate the Contractor in accordance with the terms of this Contract for the services performed prior to the date specified in such notice. In the event of cancellation, Contractor shall cease any and all services under this Contract on the date of termination and to the extent specified in the notice of termination, Upon receipt of such notice, Contractor shall not incur any new obligations or perform any additional services and shall cancel any outstanding obligations or services to be provided. To the extent federal funds are available and reimbursement is permitted, County will reimburse Contractor for non-canceled obligations that were incurred prior to the termination date. Upon termination of this Contract as herein above provided, any and all unspent funds that were paid by County to Contractor under this Contract and any and all County data, documents and information in Contractor's possession shall be returned to County within five (5) business days of the date of termination, In no event shall County's termination of this Contract, for any reason, subject County to liability.

1) Without Cause: This Contract may be terminated, in whole or in part, without cause, by either party upon thirty (30) calendar days prior written notice to the other party,

2) With Cause: County reserves the right to terrninate this Contract immediately, in

9 PROFESSIONAL SVCS CONTRACT BETW DALLAS COUNTY & HOWARD ALDRIDGE-2012

10. NOTICE

whole or in part, at its sole discretion, for the following reasons:

a) Lack of, or reduction in, funding or resources;

b) Non-Performance, Contractor's non-performance of the specifications of this Contract or non-compliance with the terms of this Contract shall be a basis for termination of the Contract by the County, Termination, in whole or in part, by the County under this Section may be made at County's option and without prejudice to any other remedy to which County may be entitled to at law or in equity, or elsewhere under this Contract, by giving thirty (30) days written notice to Contractor with the understanding that all services being performed under this Contract shall cease upon the date specified in such notice, County shall not pay for work, equipment, services or supplies that are unsatisfactory or unauthorized, At County's sole discretion and with written notice by County, Contractor may be given a reasonable opportunity prior to termination to correct any deficiency in the work or services performed under this Contract. County will consider a reasonable time to be thirty (30) calendar days to cure any problems and/or deficiencies with Contractor's performance, such problems and/or deficiencies being determined by County, Nothing herein, however, shall be construed as negating the basis for termination for non-performance or shall in no way limit or waive County's right to terminate this Contract under any other provisions herein,

c) Contractor's improper, misuse or inept performance of services under this Contract;

dl Contractor's failure to comply with the terms and provisions of this Contract;

e) Contractor's submission of invoices, data, statements and/or reports that are incorrect, incomplete and/or false in any way;

f) In County's sole discretion, if termination is necessary to protect the health and safety of clients;

g) If Contractor becomes or is declared insolvent or bankrupt, or is the subject of any proceedings relating to his liquidation or insolvency or for the apPointment of a receiver or similar officer for him, has a receiver of his assets or property appointed or makes an assignment for the benefit of all or substantially all of his creditors, institutes or causes to be instituted any proceeding in bankruptcy or reorganization or rearrangement of his affairs, enters into an agreement for the composition, extension, or adjustment of all or substantially all of his obligations, or has a material change in his key employees; and/or

h) Contractor's inability to perform under this Contract due to judicial order, injunction or any other court proceeding,

10 PROFESSIONAL SVCS CONTRACT BETW DALLAS COUNTY & HOWARD ALDRlDGE",-20 I 2

Any notice to be given under this Contract shall be deemed to have been given if reduced to writing and delivered in person or mailed by overnight or 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 three (3) business days subsequent to the date it was so delivered or mailed.

Zachary Thompson, Director Dallas County Health & Human Services 2377 N. Stemmons Freeway, LB 12 Dallas, TX 75207-2710

11. SEVERABILITY

Howard Aldridge, Jr., Pharmacist Aldridge Family Pharmacy 1408 Bonnie View Rd. Dallas, TX 75203

If any provision of this Contract is construed to be illegal or invalid, this will not affect the legality or validity of any of the other provisions in this Contract. 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.

12. SOVEREIGN IMMUNITY

This Contract is expressly made subject to County's Sovereign Immunity, Title 5 of the Texas Civil Practices and Remedies Code, and all applicable federal and state law. The parties expressly agree that no proviSion of this Contract is in any way intended to constitute a waiver of any immunities from suit or from liability that the parties or the County has by operation of law. Nothing in this Contract is intended to benefit any third party beneficiary.

13. COMPLIANCE WITH LAWS AND VENUE

In providing services required by this Contract, Contractor must observe and comply with all applicable grant requirements, licenses, legal certifications, or inspections required for the services, facilities, equipment, or materials, and all applicable federal, State, and local statutes, ordinances, rules, and regulations. This Contract shall be governed by Texas law 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 Contract 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 Contract which are required by changes in federal or State law are automatically incorporated herein without written amendment to this Contract and shall be effective on the date designated by said law.

15. ENTIRE AGREEMENT

This Contract, including all Exhibits and attachments, constitutes the entire agreement between the parties hereto and supersedes any other agreement concerning the subject matter of this transaction, whether oral or written.

16. BINDING EFFECT

11 PROFESSIONAL SVCS CONTRACT BETW DALLAS COUNTY & HOWARD ALDRIDGE~2012

This Contract 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 Contract is funded in part by either the State of Texas or the federal government, the Contractor agrees to timely comply without additional cost or expense to County, 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 Contract.

18. DEFAUL TI CUMULATIVE RIGHTSI MITIGATION

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 Contract 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. Contractor has a duty to mitigate damages.

19. FISCAL FUNDING CLAUSE

Notwithstanding any provisions contained herein, the obligations of the County under this Contract are expressly contingent upon the availability of funding for each item and obligation contained herein for the term of the Contract and any extensions thereto. Contractor shall have no right of action against County in the event County is unable to fulfill its obligations under this Contract as a result of lack of sufficient funding for any item or obligation from any source utilized to fund this Contract or failure to budget or authorize funding for this Contract during the current or future fiscal years. In the event that County is unable to fulfill its obligations under this Contract as a result of lack of sufficient funding, or if funds become unavailable, County, at its sole discretion, may provide funds from a separate source or may terminate this Contract by written notice to Contractor at the earliest possible time prior to the end of its fiscal year.

20. COUNTERPARTS, NUMBER, GENDER AND HEADINGS

This Contract 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 Contract 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 Contract.

21. PREVENTION OF FRAUD AND ABUSE

Contractor shall establish, maintain and utilize internal management procedures sufficient to provide for the proper, effective management of all activities funded under this Contract. Any known or suspected incident of fraud or program abuse involving Contractor's employees or agents shall be reported immediately by the County to the Office of the Inspector General for appropriate action. Moreover, Contractor warrants to be not listed on a local, county, State or


federal consolidated list of debarred, suspended and ineligible contractors and grantees. Contractor and County agree that every person who, as part of their employment, receives, disburses, handles or has access to funds collected pursuant to this Contract does not participate in accounting or operating functions that would permit them to conceal accounting records and the misuse of said funds. Contractor shall, upon notice by County, refund expenditures of the Contractor that are contrary to this Contract and deemed inappropriate by the County.

22. INDEPENDENT CONTRACTOR

Contractor, including his agent or employee, is an independent contractor and not an agent, servant, joint enterpriser, joint venturer or employee of the County, and is responsible for his own acts, forbearance, negligence and deeds, and for those of his agents or employees in conjunction with the performance of work covered under this Contract.

23. ASSIGNMENT

Contractor assures that he will not transfer or assign his interest in this Contract without the prior written consent of the County. Contractor understands that in the event that all or substantially all of Contractor's assets are acquired by another entity, Contractor is still obligated to fulfill the terms and conditions of this Contract. In the event of the assignment or sale of Contractor assets, the County, at its option, may terminate this Contract and at no cost to the County retain the use of any of the equipment, software and other items provided under this Contract. Contractor shall deposit all system and application software with an independent escrow agent. In the event of sale or assignment, County has the right of use of all source codes and at no cost perpetual license to use all software.

24. SUBCONTRACTING

Contractor may not enter into agreements with subcontractors for delivery of the designated services outlined in this Contract without prior written consent of the County, which consent shall not be unreasonably withheld. The costs of all subcontracted services are included in the fees paid herein. Subcontracts, if any, entered into by the Contractor will be in writing and subject to all requirements herein. Contractor agrees that he will solely be responsible to County for the performance of this Contract. Contractor shall pay all subcontractors in a timely manner. County shall have the right to prohibit Contractor from using any subcontractor.

25. CONFIDENTIAL INFORMATION AND OWNERSHIP

A. Contractor, including, without limitation, its employees and agents, shall not disclose privileged or confidential communications or information acquired in the course of the performance of the services under this Contract, unless authorized by law. Contractor agrees to safeguard and adhere to all confidentiality, privacy and security requirements according to this Contract and the applicable federal, State and local rules and regulations for all information deemed confidential.

B. Confidentiality. "Confidential Information" means information deSignated as confidential or which would be recognized as confidential by a reasonable person from its nature and the circumstances surrounding its disclosure. Confidential Information includes, without limiting the generality of the foregoing, County Software, County Data, the terms of this Contract, and information: (1) relating to the Disclosing Party's current or planned


software (whether in object code or source code form) or hardware products or services, technical and non-technical information, formulae, tools, patterns, compilations, programs, devices, techniques, drawings, methodologies and processes; (2) relating to Disclosing Party's business, policies, strategies, operations, finances, plans or opportunities, including the identity of, or particulars about, the County's clients, customers or service providers; (3) marked or otherwise identified as confidential, restricted, secret or proprietary, including, without lirniting the generality of the foregoing, information acquired by inspection or oral disclosure provided such information acquired by inspection or oral disclosure provided such information was identified as confidential at the time of disclosure or inspection; or (4) relating to individual health information, including without limitation, mental health information, sexually transmitted diseases information, and HIV-AIDS related information.

C. Exceptions. Notwithstanding the foregoing, Confidential Information does not include inforrnation that the Receiving Party can establish: (1) has become generally available to the public or commonly known in either Party's business other than as a result of a breach by the Receiving Party of any obligation to the Disclosing Party; (2) was known to the Receiving Party prior to disclosure to the Receiving Party by the Disclosing Party by reason other than having been previously disclosed in confidence to the Receiving Party; (3) was disclosed to the Receiving Party on a non-confidential basis by a third party who did not owe an obligation of confidence to the Disclosing Party with respect to the disclosed information; (4) was independently developed by the Receiving Party without any recourse to any part of the Confidential Information; or (5) in the case of County, any information related to the services which County has publicly disclosed.

D. Use of Confidential Information. During the term of this Contract, the Receiving Party rnay: (1) disclose Confidential Information received from the Disclosing Party only to its employees, agents, officers, directors, attorneys, and subcontractors who have a need to know such inforrnation exclusively for the purpose of performing pursuant to this Contract and who have executed a nondisclosure agreement containing provisions no less restrictive than those contained herein, who are subject to other equivalent means to ensure confidentiality; (2) reproduce the Confidential Information received from the Disclosing Party only as required to perform pursuant to this Contract; and (3) disclose Confidential Information as required by law, provided the Receiving Party gives the Disclosing Party prornpt notice prior to such disclosure to allow the Disclosing Party to make a reasonable effort to obtain a protective order or otherwise protect the confidentiality of such information. Except as otherwise specifically provided in this Contract, the Receiving Party shall not during the term and after expiration or earlier termination of this Contract: (1) disclose, in whole or in part, any Confidential Information received directly or indirectly from the Disclosing Party; or (2) sell, rent, lease, transfer, encumber, pledge, reproduce, publish, market, transmit, translate, modify, reverse engineer, compile, disassemble or otherwise use the Confidential Information in whole or in part.

E. Care. The Receiving Party shall exercise the same care in preventing unauthorized disclosure or use of the Confidential Information that it takes to protect its own information of a sirnilar nature, but in no event less than reasonable care.

F. Return of Confidential Information. Immediately upon the Disclosing Party's request, and at the expiration or earlier termination of this Contract or any other applicable renewal or extension hereto, the Receiving Party shall return or destroy all materials

14 PROFESSIONAL SVCS CONTRACT BETW DALLAS COUNTY & HOWARD ALDRIDGE-lOI2

containing Confidential Information, including without limitation, all originals, copies, reproductions and summaries, and all copies of Confidential Information present on magnetic media, optical disk, volatile memory or other storage device, in a manner that assures the Confidential Information is rendered unrecoverable.

G. Notwithstanding the foregoing, County agrees, to the extent permitted by the Public Information Act, to keep confidential (and store in a secure area with limited access) and will not copy, publish, sell, exchange, disclose, or provide to others or use any information, documents or data, provided to or disclosed to County, or any information related to this Contract, including, but not limited to, any exhibit, attachment, amendment, addendum, or other incorporated document, for any purposes other than performing County's obligations under this Contract, unless prior written notification is given by County that such specified item will be released under the Public Information Act.

H. Confidential or Proprietarv Marking. Any information or documents the Contractor uses in the performance of the services provided under this Contract that Contractor considers confidential or proprietary or that contains trade secrets must be clearly marked accordingly. This marking must be explicit as to the designated information. The designation, however, may not necessarily guarantee the non-release of the documents or information under the Texas Public Information Act or otherwise required by law

I. Ownership of County Data. All County Data shall remain the property of County. The County Data shall not be used by Contractor other than in connection with providing the services pursuant to this Contract, disclosed sold, assigned, leased or otherwise provided to third parties by Contractor, or commercially exploited by or on behalf of Contractor, its employees, officers, agents, subcontractors, invitees, or assigns in any respect. Contractor shall not delete or destroy any County Data or media on which County Data resides without prior written authorization of County (acting through the County Commissioners Court, County Commissioners Court Administrator, County Contract Manager). At no cost to County, Contractor shall upon request promptly return to County, in the format and on the media in use as of the date of the request, any and all requested portion of any County Data he rnay possess or control.

J. County Software. County shall identify the County Software, if any, that Contractor is authorized to use to perform the services pursuant to this Contract and specify the rights of Contractor to use the County Software for the benefit of the County.

K. Contractor Software. Contractor shall identify any Contractor Software that will be used to provide the services under this Contract. Without the fully informed written consent of the County (acting through the County Commissioners Court, County Cornrnissioners Court Adrninistrator, or County Contract Manager), Contractor shall not use in performing the services pursuant to this Contract any Contractor Software that is not commercially available to County. Contractor shall install, operate and maintain, at his own expense, any Contractor Software needed to provide the services pursuant to this Contract. Contractor hereby grants to County, its contractors and subcontractors, to the extent necessary or desirable for County or such contractors and subcontractors to perform the services pursuant to this Contract, a worldwide, perpetual, royalty-free, nonexclusive license to use and modify Contractor Software for the sole and exclusive

15 PROFESSIONAL SVCS CONTRACT BETW DALLAS COUN1Y & HOWARD ALDRIDGE-20l2

benefit of County. Except for the foregoing license, Contractor shall retain all right, title and interest in and to the Contractor Software.

L. Use of Concepts. Nothing in this Contract shall restrict a party from the use of any ideas, concepts, know-how, methods or techniques that such party, individually or jointly, develops or discloses under this Contract or obtains from third parties, except to the extent that such use infringes the other party's patent rights, copyrights or other intellectual property rights or involves a disclosure or use of the other party's Confidential Information.

M. Security. Contractor will comply with the security procedures that are in effect during the term of this Contract for the security of County's facilities and County Data. Since Contractor personnel may have the ability to defeat systems security provisions on devices containing related and unrelated confidential information or data, Contractor covenants that he shall not access such County data or information or assert waiver of these confidentiality requirements by virtue of Contractor's access.

N. County Ownership of Work Product and Intellectual Property. Contractor agrees that any and all work, including, but not limited to, any and all analyses, evaluations, reports, memoranda, letters, ideas, formulae, processes, methodologies, tools, patterns, cornpilations, programs, devices, techniques, drawings, software, hardware, firmware, books, manuals, and films that are developed, prepared, conceived, made or suggested by Contractor for County pursuant to this Contract, including all such developments, enhancements, and modifications that are originated or conceived during the term of this Contract and are completed and reduced to writing or any other tangible form thereafter (hereinafter, the "Work Product") is and shall remain the exclusive property of County. Contractor further agrees that all Work Product that results or could result in the production of intellectual property, including, but not limited to, original computer programs, computer software, books, manuals, films or other original materials (hereinafter, the "Intellectual Property") is and shall remain the exclusive property of County. All rights, title, and interests in and to said property shall vest in County upon creation or upon creation in a fixed form. Any rights, title, and/or ownership interests, including patents and copyrights, that the Contractor, any subcontractors, or any other workers may hold in the Work Product, any other tangible media embodying the Work Product, or the Intellectual Property is hereby irrevocably assigned to County.

O. Work for Hire. All work made or performed under this Contract shall be considered to be a "work made for hire" under the copyright laws. County shall have the right to obtain and hold in its own name any and all patents, copyrights, trademarks, service marks, certification marks, collective marks, registrations, or such other protection as may be appropriate to the Work Product and/or Intellectual Property, and any extensions or renewals thereof. To the extent that any rights, title and/or interests to any such work may not, by operation of law, vest in County or such work may not be considered a "work made for hire" under applicable law, Contractor hereby irrevocably assigns to County any and all of Contractor's rights, title and interests in and to said property. Contractor shall ensure that all rights, title and interests in and to said property are secured to County from Contractor and his subcontractors. Contractor agrees to give County, and agrees to require his subcontractors to give to County, or any person deSignated by County, all assistance required to perfect the rights, title, and interests defined in this provision, without any charge or expense beyond those amounts payable to Contractor for the services rendered pursuant to this Contract. Contractor shall


execute any documents and take any other actions reasonably requested by County to accomplish the purposes of this provision. If, for any reason, County fails to obtain ownership of the Work Product and/or Intellectual Property and such ownership is vested in the Contractor, his employees or agents, Contractor agrees to (1) promptly and legally transfer such Work Product and Intellectual Property to County wherever possible and (2) wherever not pOSSible, promptly grant to County a perpetual, exclusive, royaltyfree and irrevocable license to use the Work Product and Intellectual Property for any purpose, and to assign and sublicense his license rights. In the event Contractor, for any reason, shall have or claim any rights, title, and/or interests in or to said property, County reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for County purposes: (1) the copyright in any work developed under this Contract; and (2) any rights of copyright to which the Contractor, or his subcontractors, purchases ownership under this Contract.

P. Survival. The provisions of this Section shall survive termination or expiration of this Contract or any determination that this contract or any portion hereof is void, voidable, invalid or unenforceable.

26. ASSURANCES

A. Contractor agrees to establish safeguards to prohibit employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain.

B. Contractor assures that it shall not receive personal benefits or gains in performance of the services outlined in this Contract. Furthermore, Contractor agrees to disclose prior to commencement of a particular assignment any material/financial interests that it or a third party may have in the services required under this Contract.

C. No-Discrimination. This Contract is subject to applicable federal and state laws and executive orders, including the Fair Labor Standards Act of 1938, relating to equal opportunity and nondiscrimination in employment. Neither Contractor nor its agents or subcontractors shall discriminate in their employment practices against any person by reason of disability, age, race, creed, national origin, color, religion, sex, political affiliation, or veteran status. In addition Contractor assures that no person will, on the grounds of disability, age, race, creed, national origin, color, religion, sex, political affiliation, or veteran status, be excluded from, be denied the benefit of or be subjected to discrimination under any program or activity funded in whole or in part under this Contract. Contractor agrees to comply, and to cause its agents and subcontractors to comply, with the provisions of said laws and orders to the extent any such laws and orders are applicable in the performance of this Contract.

D. Contractor, by acceptance of funds provided under this Contract, agrees and ensures that personnel paid from these funds are duly licensed and/or qualified to perform the required services. Contractor further agrees and ensures that all program and/or facility licenses necessary to perform the required services are current and that County will be notified immediately if such licenses become invalid during the term of this Contract.

E. Contractor assures that funds received pursuant to this Contract will not be used for lobbying the Texas legislature or any governmental agency in connection with a particular contract.


F. Contractor shall pay all subcontractors in a timely manner. County shall have no liability to any subcontractors in the event Contractor does not payor delays payment to any subcontractors. At termination or expiration of this Contract, Contractor shall deliver to County an affidavit of all bills paid. Final payment shall be contingent upon receipt of such affidavits as resolution of all accounting for which County is or may be liable under this Contract.

G. Under Section 231.006 of the Texas Family Code, Contractor certifies to County that Contractor is not delinquent in any child support obligation that renders him ineligible to receive payment under the terms of this Contract. Contractor hereby acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate.

H. Contractor certifies that neither it nor any of its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in this Contract by any Federal department or agency.

I. Best Efforts to Minimize Costs to County. Contractor shall use its best efforts to complete each assigned task in as economical a manner as possible and to minimize any charges incurred in connection therewith to the maximum extent possible, consistent with Contractor's other obligations under this Contract.

J. Governmental Consent. Contractor warrants that no consent, approval, or withholding of objection is required from any governmental authority with respect to the entering into or the perforrnance of this Contract.

K. No Actions, Suits, or Proceedings. Contractor warrants that there are no actions, suits, or proceedings, pending or threatened, that will have a material adverse effect on Contractor's ability to fulfill its obligations under this Contract. Contractor further warrants that it will notify County imrnediately if Contractor becomes aware of any action, suit, or proceeding, pending or threatened, which will have a material adverse effect of Contractor's ability to fulfill the obligations under this Contract.

L. Warranty of Contractor's Capability. Contractor warrants that it is financially capable of fulfilling all requirements of this Contract and that Contractor is a validly organized entity that has the authority to enter into this Contract. Contractor warrants that it is not prohibited by any loan, contract, financing arrangement, trade covenant, or similar

. restriction from entering into this Contract.

M. Professional Quality. Contractor warrants to County that all materials and services will be of professional quality conforming to generally accepted practices. Any work that is determined by County to be less than professional quality will be corrected without charge. This warranty is limited to rework of the unsatisfactory product without change to the original specifications and without regard to the amount of the effort expended on the original work product.

N. Pursuant to Article 2.45 of the Business Corporation Act, Texas Civil Statutes, which prohibits County from entering into a contract with a corporation which is delinquent in paying taxes under Chapter 171 of the Texas Tax Code, Contractor, by executing this

18 PROFESSIONAL SVCS CONTRACT BETW DALLAS COUNTY & HOWARD ALDRlDGE-2012

Contract, hereby certifies that it is not delinquent in its Texas franchise tax payments, or that it is exempt from, or not subject to such a tax.

O. Failure to comply with any of these assurances or any other requirements specified within this Contract will put Contractor in default and/or breach of this Contract and may result, at the sole discretion of County, in the disallowance of funds and the withholding of future awards, in addition to any other remedies permitted by law.

27. TRANSITION SERVICES REQUIRED OF CONTRACTOR

Upon notice of termination and/or expiration of this Contract, the County shall immediately have the right to audit any and all records of Contractor relating to this Contract. Moreover, upon termination and/or expiration date of this Contract, Contractor agrees to transition the services provided herein in a cooperative manner and provide anything requested from the County at no additional cost, including, but not limited to the following, upon date of termination and/or expiration: (i) All Contract and services documentation identified in a complete, neat and orderly manner; and (ii)' Good faith pledge to cooperate with County upon transition of services to another contractor or County department providing the same or similar services; and (iii) Final accounting of all income from the Contract; and (iv) Downloading and removal of all County information from the Contractor's equipment and software; and (v) Removal of Contractor services without affecting the integrity of County's systems; and (vi) All Records and County property. This provision shall survive Contract termination. Contractor agrees to allow County to continue to utilize all Contractor's software/third-party software until such time as County has completed processing all citations begun within term of Contract, or any extension thereto.

28. TAX

Dallas County, as a county of the State of Texas, is exempted from the payment of Texas state and local sales, excise, and use taxes pursuant to Tex. Loc. Gov't Code § 151.309, and shall therefore not be liable or responsible to the Contractor for the payment of such taxes under this Contract.

The fees paid to Contractor pursuant to this Contract are inclusive of any applicable sales, use, personal property or other taxes attributable to periods on or after the applicable effective date of this Contract and based upon or measured by Contractor's cost in acquiring or providing products and/or services and related materials and supplies fumished or used by Contractor in performing his obligations hereunder, including all personal property and use taxes, if any, due on eqUipment or software owned by Contractor.

Contractor accepts full and exclusive liability for the payment of any and all contributions or taxes for Social Security, Workers' Compensation Insurance, Unemployment Insurance, or Retirement Benefits, Pensions, or annuities now or hereafter imposed under any state or federal laws which are measured by the wages, salaries, or other remuneration pay to persons employed by Contractor for work performed under the terms of this Contract and agrees to indemnify and save harmless the County from any such contribution or taxes or liability.

29. SIGNATORY WARRANTY

Each person signing and executing this Contract does hereby warrant and represent that such person has been duly authorized to execute this Contract on behalf of Contractor or County, as the case may be.

19 PROFESSIONAL SVCS CONTRACT BETW DALLAS COUNTY & HOWARD ALDRIDGE--20 12

COUNTY:

y BY: Clay Lewi / \ Dallas County Jud

DATE: --~~~~~~~---------

Recommended:

BY:

*Approved as to Form: ~--,

~//~P ./ -II-

BY' ordon Hikel Chief, Civil Division Assistant District Attorney

CONTRACTOR:

BY: Howard Aldridge, Jr.

DATE: ____________________ __

*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 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).

20 PROFESSIONAL SVCS CONTRACT BETW DALLAS COUNTY & HOWARD ALDRIDGE-·20 12

Dallas County Department of Health and Human Services 2377 N. Stemmons Frwy., Suite 200-201 Dallas, Texas 75207-2710

Date:

Phone: (214) 819 -1865 Fax: (214) 819 -1822

SOLD TO:

Q ft uan Ity

Please mail payments to:

D 'f escnplon

Dallas County Health and Human Services 2377 N. Stemmons Frwy., Ste. 200-201 Dallas, Texas 75207-2710

Exhibit "A"

p' nee

Subtotal

Sales Tax Attn: Ganesh Shivaramaiyer, Assistant Director

Total Invoice Amount 214/819-1865

Payment Received

Total

PROFESSIONAL SVCS CONTRACT BETW DALLAS COUNTY & HOWARD ALDRIDGE-2012

INVOICE

A moun t

21

Exhibit B


COUNTY OF DALLAS §

AFFIDAVIT OF HOWARD ALDRIDGE, JR.

Before me, the undersigned Notary, personally appeared, Howard Aldridge, Jr., Individually and

doing business as ("d/b/a") Howard Aldridge, Jr., who after being by me first duly sworn, deposed and

stated as follows:

"My name is Howard Aldridge, Jr., d/b/a Howard Aldridge, Jr., appearing herein individually. I am

over 21 years of age, of sound mind, authorized and fully competent to make this affidavit. I have never

been convicted of a felony or misdemeanor involving moral turpitude. I have personal knowledge of the

facts and representations stated for the reasons stated herein, and such facts and representations are

true and correct."

I am located at 1408 Bonnie View Rd., Dallas, Texas 715203. Dallas County awarded a

Professional Services Contract for pharmacy inspection services ("Contract") to me. The Contract

provisions require the successful Contractor to maintain Workers' Compensation Insurance coverage

meeting the requirements and coverage amounts as established by the Texas Workers' Compensation

Act, Title 5, Subtitle A, Texas Labor Code. I do not maintain Workers' Compensation Insurance as

required by the Contract I am ineligible to purchase Workers' Compensation Insurance as required by

the Contract in that I do not meet the minimum requirements to purchase such insurance for the following

reasons: I do not have and do not foresee having any employees as defined under the Texas Workers'

Compensation Act and therefore, I am not required by law to obtain such insurance."

Print Name

Sworn to and subscribed to before me, the undersigned Notary, by Howard Aldridge, Jr. on

this _____ day of _____________ 20_

Notary PubHc State of Texas Commission Expires (SEAL)

ORDER NO. 2011 1716 COURT ORDER


STATE OF TEXAS }

COUNTY OF DALLAS }

BE IT REMEMBERED, at a regular meeting of Commissioners Court of Dallas County, Texas, held on

the 4th day of October ,2011, on motion made by John Hiley Price, Comm. of Dist. 3,

and seconded by Dr. Elba Garcia, Comm. of Dist. 4 , the following Order was adopted:

WHEREAS, the Texas Department of State Health Services Document #2011-037253-001, Refugee was briefed in Commissioners Court on September 27,2011: and

WHEREAS, authorization for the release of payroll by the County Treasurer, Joe Wells, for the months of October, November and December, 2011: and

WHEREAS, recommendations are consistent with the Dallas County Strategic Plan, Vision 2: Dallas County is a health community.

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED that the Dallas County Commissioners Court does hereby approve authorization for the County Treasurer, Joe Wells, to release payroll for Texas Department of State Health Services, Document #2011-037253-001, Refugee, forthe months of October, November and December, 2011,

I

DON~~/O~EN Ou'R' this the 4th day of October

tt: i,,) "

,2011,

ABSENT

Maurine Dickey, District #1 /1 Mike Cantrell, DiS1#2

...-------.. 1>;' z£d 4'" J//./ . I

:..::.i.~~~~~~'Y---'-- ~.14' , ~ Dr. Elba Garcia, District #4

Recommended by: --:74~':::;<,,=6~:;?C"-_-

RE: Refugee

RE: Refugee Sharp,Kathy (DSHS) [[email protected]]

Sent: Wednesday, September 21, 2011 1:04 PM

To: Denise Cherry

i just

Thanks, Kathy

to our Client son",'o", Dept. and this contract

Kathy Sharp, Contract Manager Contract Management Unit W-239, MC1990 Office: 512-776-7428, ext. 2640 Direct: 512-776-2640 Fax: 512-458-7391 kathy [email protected]

From: Denise Cherry [mailto:[email protected] Sent: Tuesday, September 20, 2011 8:49 AM To: Sharp,Kathy (DSHS) Subject: Refugee

He Kothy,

go out this week.

eM. ~ou. telL me. when we crut eJ<f>oot 1:0' ~ tk F4 '1 2 Refugee oon:troot? Th.ruJ>s.

Demse Chwy, 'Ptogrrun ~ DnliDs Cowdy Heo.Ifu ruuL H"""", Se.v1nes 2377 N. SWrtJrums fwy

DnliDs, Tx: 75'207

Q ckIwt~@cWlru;OO1A!ltt!.0!9

'liiI (214)8113-2104 Jll (214)8113-2835

Page 1 of 1

https:11 owa.dallascounty.org/owal?ae=Item&t=IPM.N ote&id=RgAAAADT3PeesyN3TY msqCJW GqOLBw... 9/21/2011

COURT ORDER

ORDER NO; 2011 1171~


STATE OF TEXAS §

COUNTY OF DALLAS §

BE IT REMEMBERED at a regular meeting of Commissioners Court of Dallas County, Texas, held on the 4th day of October , 2011, on motion made by

John Wiley Price, Comm. of Dist. 3 ,andsecondedbyDr. Elba Garcia, Comm. of Dist. 4 the following Order was adopted:

WHEREAS, the Commissioners Court was briefed on September 27, 2011 by the Institute of Forensie Sciences regarding a renewal of the interlocal agreement (lLA) between Dallas County and The University of Texas Southwestern Medical Center at Dallas (UTSW) for disposition of indigent and unclaimed decedents; and

WHEREAS, the !LA (Exhibit A) calls for the Office of the Medical Examiner to deliver all identified, adult decedents weighing 600 pounds or less to UTSW to be processed in compliance with applicable laws and established Texas State Anatomieal Board polieies and procedures for willed bodies, including disposition of any remains; and

WHEREAS, Dallas County will reimburse UTSW for the full eost of disposition for any decedents delivered to UTSW and not used for the advancement of medical sciences in compliance with the payment terms specified in the ILA; and

WHEREAS, the term ofthe ILA is October 1,2011 through September 30,2012; and

WHEREAS, the [LA with UTSW is within the scope of Vision 1 regarding interagency partnership and eollaboration and consistent with Strategy 1.3 regarding sound, financially responsible and accountable governance;

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court approves the renewal interlocal agreement between Dallas County and The University of Texas Southwestern Medical Center at Dallas and authorizes the County Judge to execute necessary contract documents on behalf of Dallas County,

_-4-t-h_

lillS

-

ENT

--- day Of ____ O~-c-tO-b-;;;e,..r9'-.---;"''---f-' 2011

Maurine Dickey, District # 1 Mike Cantrell, District #2

'strict # 3

Recommended by:

STATE OF TEXAS

COUNTY OF DALLAS

UT Southwestern Contract !D# 2011 ~ 102981

§ § §

INTERLOCAL AGREEMENT Between

DALLAS COUNTY And

Exhibit A

UNIVERSITY OF TEXAS SOUTHWESTERN MEDICAL CENTER AT DALLAS For

DISPOSITION OF INDIGENT AND UNCLAIMED ADULT DECEDENTS

WHEREAS, the County of Dallas, a governmental entity, hereinafter called "County" and located at 411 Elm Street, Dallas, Texas 75202 in Dallas County, Texas, wishes to enter into an Interlocal Agreement (ILA) with The University of Texas Southwestern Medical Center, hereinafter called "Medical Center", a State agency located at 5323 Harry Hines Blvd., Dallas, Texas, 75390 in Dallas County, Texas for disposition of indigent and unclaimed adult decedents that are not utilized for the advancement of medical science; and

WHEREAS, Section 694.002 of the Texas Health and Safety Code authorizes the County Commissioners Court to provide for the disposition of the body of a decedent pauper; and

WHEREAS, Section 791.011(C)(2) of the Texas Government Code permits agreements between local governments and state agencies to provide a governmental function or service that each party to the contract is authorized to perform individually.

NOW, THEREFORE, THIS ILA IS hereby made and entered into by and between Medical Center and County upon and for the mutual consideration stated herein:

1. Upon determination by the Dallas County Office of the Medical Examiner (OME), also known as the Southwestern Institute of Forensic Sciences (SWIFS), that the OME is in possession of an adult, identified dead body weighing 600 pounds or less, that is not claimed for burial or requires disposition at County expense, the OME will deliver the decedent to the Medical Center.

II. The Medical Center will accept the decedent delivered by the OME and process the decedent in compliance with applicable laws and established Texas State Anatomical Board policies and procedures for willed bodies, including disposition of any remains. All decedents, including, without limitation, decedents with infectious diseases, will be handled and boxed for cremation by County employees and not by Medical Center employees. County shall notify the Medical Center when any infectious disease cases are delivered by County to Medical Center.

1

UT Southwestern Contract 10# 2011 - 102981

III. If a body delivered by the OME to the Medical Center is not used for the advancement of medical science, the Medical Center will dispose of the body and the County agrees to pay the Medical Center Three Hundred and 00/100 Dollars ($300.00) per body or cremation to reimburse the full cost of disposition of the body for decedents weighing up to 250 pounds. For decedents weighing more than 250 pounds, in addition to the cost of disposition as set forth in this section III, the County will pay an additional One and 00/100 Dollar ($1.00) per pound for every pound above 250 pounds.

IV. At the time that decedents are delivered to the Medical Center by the OME, the OME will notify the Medical Center if the OME were unable to locate the next of kin for those decedents. If the uext of kin were not located prior to transfer of the decedent to the Medical Center, but who was subsequently located after the decedent has been processed by the Medical Center but have not been interred, the Medical Center will return the decedent cremains to the OME for delivery to the next of kin upon reasonable notice to the Medical Center. The Medical Center shall not be expected to return such decedent to the 0 ME in any of the following circumstances: (1) the request for the decedent is received by the Medical Center more than ninety (90) days after its receipt of the decedent from the OME; or (2) the o ME failed to notify the Medical Center that the next of kin had not been located at the time that the decedent was delivered to the Medical Center. The same reimbursement rate as set forth in section III of this ILA shall apply for any decedents that are provided to the OME according to this section IV.

V. The County agrees to pay the Medical Center for all decedent disposition costs approved by the OME. Invoices shall be sent to the OME, and the County shall pay the Medical Center within thirty (30) days of receipt of an invoice. Medical Center agrees that a temporary delay in making payments due to County's accounting and disbursement procedures shall not place the County in default of this ILA and shall not render the County liable for interest or penalties, provided such delay shall not exceed thirty (30) calendar days after its due date. 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.

VI. The Term of this ILA shall commence on October 1, 2011 through September 30, 2012 Either party may terminate the ILA upon thirty (30) days advance written notice to the other party or upon mutual consent. This ILA may be aImually renewed upon mutual written agreement.

VII. County and Medical Center agree and acknowledge that each entity is not an agent of the other entity and that each entity is responsible for its own acts, forbearance, negligence and deeds, and for those of its agents or employees in conjunction with this ILA, to the extent allowed by Texas law.

2


VIII. Any notice or certification required or permitted to be delivered nnder this ILA shall be deemed to have been given when personally delivered, or if mailed, seventy-two (72) hours after deposit of the same in the United States Mail, postage prepaid, certified, or registered, return receipt requested, properly addressed to the contact person shown at the respective addresses set forth below, or at such other addresses as shall be specified by written notice delivered in accordance herewith:

Dallas County: Jeffrey Barnard, Director Southwestern Institute of Forensic Sciences 2355 N. Stemmons Frwy Dallas, TX 75207

IX.

Medical Center: John A. Roan, Exec. VP Business Affairs Univ. TX Southwestern Medical Ctr. 5323 Harry Hines Blvd. Dallas, TX 75390

Copy To: Shawn Cohenour, Director Univ. TX Southwestern Medical Ctr. Office of Contracts Management 5323 Harry Hines Blvd. Dallas, Texas 75390

BINDING AGREEMENT: AUTHORITY: PARTIES BOUND. This ILA has been duly executed and delivered by both parties and constitutes a legal, valid and binding obligation of the parties. Each person executing this ILA on behalf of each party represents and warrants that they have full right and authority to enter into this ILA.

AMENDMENT. This ILA may not be amended except in a written instrument specifically referring to this ILA and signed by the parties hereto.

APPLICABLE LAW. This ILA shall be expressly subject to County's Sovereign Immunity, Title 5 of the Texas Civil Practices and Remedies Code and all applicable federal and state laws. This ILA shall be governed by and construed in accordance with the laws of the State of Texas and venue of any legal action filed by either Medical Center or County shall be in Dallas County, Texas.

SEVERABILITY. In the event that one or more of the provisions contained in the ILA shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability of the ILA shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, and shall not affect the remaining provisions of this ILA, which shall remain in full force and effect.

3


County has executed this ILA for the disposition of indigent and unclaimed adult decedents

pursuant to its Commissioners Court Order No. 2011-1717 , approved on the

4th day of October 2011.

COUNTY OF DALLAS, TEXAS

CItY I ins

C4mnt Vdge

RECOMMENDED:

*APPROYED AS TO FORM:

Bl'/00rdOn Hikel (/ Chief, Civil Division

Assistant District Attorney

THE UNIVERSITY OF TEXAS SOUTHWESTERN MEDICAL CENTER

<;-1- (f Executive Vice President for Business Affairs

*By law, the District Attorney's Office may only advise or approve contracts or agreements or legal documents on behalf of its clients. It may not advise or approve a contract or agreement 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).

4

COURT ORDER

2011 1718 ORDER NO: ______ _

DATE ' October 4, 2011 "'------'-----

STATE OF TEXAS §

COUNTY OF DALLAS §

BE IT REMEMBERED at a regular meeting of Commissioners Court of Dallas County, Texas, held on the 4th day of October , 2011, on motion made by

_J-=o-,-hn=-_Wc::i:=l:.;:ee<.Y--"Pc::rc::ic::cc::e2.,--"C-"omm=cc' _o:;.:f=-:D:.:l::.:' s:.:t:.:,'-.:3=--__ " and seconded by Dr, Elba GarCia, Comm, of DisL 4, the following Order was adopted:

WHEREAS, the Commissioners Court was briefed on September 27, 20 II by the Institute of Forensic Sciences regarding a proposed interlocal agreement (ILA) between the University of Texas Southwestern Medical Center and Dallas County for transport of decedent services on behalf of the Office of the Medical Examiner; and

WHEREAS, the ILA (Exhibit A) calls for the provision of decedent removal and transport services in manner specified by the Office ofthe Medical Examiner; and

WHEREAS, payment for the provision of deccdent transport services will be in accordance with the payment schedule listed in section VI. Compensation of the lLA; and

WHEREAS, the term of the lLA is October I, 2011 through September 30, 2012; and

WHEREAS, the ILA is compliant with the Dallas County Strategic Plan by virtue of its support of Vision I regarding interagency partnership and collaboration and is consistent with Strategy l.3 regarding sound, financially responsible and accountable governance;

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court approves the attached interlocal agreement between Dallas County and the University of Texas Southwestern Medical Center and authorizes the County Judge to sign the agreement on behalf of Dallas County,

___ 4_t_h ____ day Of ___ O-=C-'-t':"Ob=-:e~r'---:7-=*_t..~:;~~V~;-_ " e ..

ABSENT

Maurine Dickey, District #1 Mike Cantrell, Dis~#2

,g#Jf:£, Dr. Elba Garcia, District #4

Recommended by:

STATE OF TEXAS

COUNTY OF DALLAS

§ § §

UT Southwestern Contract IDU 2011 - 102.9 q 0 EXHIBIT A

INTERLOCAL AGREEMENT Between

DALLAS COUNTY And

UNIVERSITY OF TEXAS SOUTHWESTERN MEDICAL CENTER AT DALLAS For

TRANSPORT OF DECEDENTS

WHEREAS, the County of Dallas, a governmental entity, hereinafter called "County" and located at 411 Elm Street, Dallas, Texas 75202 in Dallas County, Texas, wishes to enter into an Interlocal Agreement (ILA) with The University of Texas Southwestern Medical Center, hereinafter called "Medical Center" , a State agency located at 5323 Harry Hines Blvd., Dallas, Texas, 75390 in Dallas County, Texas for removal and transport of decedent remains on behalf of the Dallas County Office of the Medical Examiner; and

WHEREAS, Section 49.25 of the Texas Code of Criminal Procedure allows the County Commissioners Court to establish and provide for the maintenance of the office of the medical examiner and sets forth the types of cases requiring an inquest by the medical examiner; and

WHEREAS, Section 791.011(C)(2) of the Texas Government Code permits agreements between local governments and state agencies to provide a governmental function or service that each party to the contract is authorized to perform individually.

NOW, THEREFORE, THIS ILA IS hereby made and entered into by and between Medical Center and County upon and for the mutual consideration stated herein:

l. GENERAL SERVICE REQUIREMENTS Medical Center must be available for decedent removal and transport assignment and/or other specified service twenty-foUT (24) hOUTS a day, seven (7) days a week, three hundred sixty-five (365) days per year upon request by the Office of the Medical Examiner, hereinafter referred to as OME. Medical Center is solely responsible for obtaining any license, permit, equipment, etc. necessary to operate a transport service.

Medical Center mnst have a minimum of two vehicles and two crews available for OME transport assignment at all times. Standard transports require two crew members per transport vehicle. Medical Center personnel on OME transport assignment must be pre-approved by the OME. A criminal history/security check will be performed on all Medical Center personnel utilized for transport assignments. The OME reserves the right to approve/disapprove Medical Center personnel for OME service. Medical Center must provide the OME with a copy of curren! valid driver license or identification card issued by the State of Texas for criminal history/security check of all transport personnel. No personnel under the age of eighteen (18)

1

DT Southwestern Contract ID# 2011 - 101990

are eligible for transport assignments. Non-approved personnel or visitors are not permitted on OME transport assignments.

Medical Center personnel on OME transport assignment must adhere to a dress code approved by the OME. Medical Center personnel on OME transport assignment will not represent themselves as OME personnel and shall not discuss OME case matters with decedent family members, news media, law enforcement personnel, hospital personnel, or others. Photo identification badges must be prominently displayed (on shirt collar or pocket) at all times by Medical Center personnel while on OME assignment. All expense related to the photo identification badges will be borne by Medical Center.

Medical Center must dispatch vehicles and personnel immediately on receipt of transport assignment from the OME. The OME typically will notify the Medical Center of transport assignments via telephone, and Medical Center's dispatch is required to maintain 24 hour a day telephone contact with the OME. OME staff must be notified immediately of any interruption of contact with OME (i.e., telephone system failure). In the event that transport assignments exceed the capacity of both vehicles and crews, the OME will establish transport priority.

Medical Center will transport only one body per trip unless specific approval is given by the OME to transport multiple bodies at one time. The OME reserves the right to refuse simultaneous transport of multiple bodies. Medical Center will transport the body directly to OME facility unless directed otherwise by OME staff.

Medical Center personnel are solely responsible for accomplishing all phases of body removal including tagging bodies, removal, transport, delivery of the remains to the OME facility, and provision of a "trip ticket" documenting the service. Medical Center personnel may not rely on the assistance of law enforcement, emergency service or OME personnel at the death scene to fulfill the scope of service and work as required in the bid specifications. Medical Center personnel on OME traIlSport assignment must be courteous and respectful of both the body and family members at all times. Loud, boisterous or rude behavior is not appropriate at any time during the transport of a body.

For oversize decedents (300 lbs plus), the OME may authorize a three or four person crew for the removal, instead of the standard two person crew. Prior authorization by OME staff is required to receive reimbursement for use of additional crew members.

II. SERVICE VEHICLES Medical Center vehicles must have all licenses, permits and insurance required by law, and must meet standards established by the OME for appearance and utility. In general, vehicles must be safe, be in good and sound working condition (e.g., painted, no significant body damage) and provide security and privacy. Only vehicles with an appropriate interior arrangement, as determined by the OME, will be permitted to perform simultaneous multiple body transport.

2

UT Southwestern Contract ID# 2011 - 101990

Medical Center staff must have routine mobile communication ability (from Medical Center dispatch to OME). Medical Center may be supplied two way radios by OME for use in emergency situations such as mass disasters.

Vehicles also should be equipped with vendor/Medical Center supplied items necessary for transport assignment: body cots, clean sheets, cot covers, Medical Center body identification tags, evidence pouches for pharmaceutical and a minimum of two body bags (body bags and pharmaceutical evidence pouches provided to the Medical Center by the OME). The OME will return Medical Center soiled linen/sheets on a weekly basis (or as mutually agreed) for replenishing inventory.

III. RESPONSE TIME Medical Center must be on-site and ready for pick-up at the designated transport assignment location(s) within forty-five (45) minutes of dispatch time as recorded by OME. Failure to comply with the response time requirements stated above may result in monetary deduction from Medical Center invoice for payment per transport assignment as stated in the bid specifications. The OME will consider mitigating circumstances (e.g., weather and traffic conditions, death scene location) that adversely impact Medical Center response time.

IV. SPECIAL REQUIREMENTS On occasion, the OME will receive additional information subsequent to a death call and will contact the Medical Center to "disregard" the dispatch assignment. Disregards will be reimbursed at the standard rate.

Medical Center will be required on occasion to transport oversized decedents to the OME. Loading direction should be obtained from the OME prior to transport, including approval of additional transport crew members.

Medical Center will be required on occasion to transport animal remains to the OME as part of an OME inquest. Loading direction should be obtained from the OME prior to transport, including approval of additional transport costs.

Medical Center will be allowed, with prior approval from the OME, to make removals from institutional locations using one transport crew member instead of the standard two person crew.

The OME will have a limited number of special circumstance occasions where body transport will be required outside of Dallas County. Mileage outside of Dallas County will be reimbursed at the contract rate.

3


V, TRAINING The County agrees to provide the Medical Center with training and documentation regarding specific procedures for OME decedent removals, This training will include instruction for scene reporting procedures by Medical Center transport crews, evidence bandling process, interaction with law enforcement and other persons present at the death scene, and related information,

VI. COMPENSATION The County agrees to pay the Medical Center in accordance with the following: Standard removal and transport to the OME: $125,00 One-person crew removal and transport: 62,50 Three-person crew removal and transport: 131. 00 Four-person crew removal and transport: 137,00 Transport of large, non-human remains: 125,00 Per mile rate for transport assignment outside Dallas County: .75/per mile

Invoices shall be sent to the OME, and the County shall pay the Medical Center within thirty (30) days of receipt of an invoice in a form approved by the County. Medical Center agrees that a temporary delay in making payments due to County's accounting and disbursement procedures shall not place the County in default of this ILA and shall not render the County liable for interest or penalties, provided such delay shall not exceed thirty (30) calendar days after its due date, 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,

Failure to comply with the stated forty-five minute response time may result in the following monetary deductions from Medical Center invoice for payment per transport assignment: 01 - 15 minutes late $ 15.00; 16 - 30 minutes late $ 20.00; 31 + minutes late $ 30.00

VII. The Term of this ILA shall commence on October 1, 2011 through September 30, 2012 Either party may terminate the ILA upon thirty (30) days advance written notice to the other party or upon mutual consent. This ILA may be annually renewed upon mutual written agreement.

VIII, County and Medical Center agree and acknowledge that each entity is not an agent of the other entity and that each entity is responsible for its own acts, forbearance, negligence and deeds, and for those of its agents or employees in conjunction with this ILA, to the extent allowed by Texas law,

4


IX. Any notice or certification required or permitted to be delivered under this ILA shall be deemed to have been given when personally delivered, or if mailed, seventy-two (72) hours after deposit of the same in the United States Mail, postage prepaid, certified, or registered. return receipt requested, properly addressed to the contact person shown at the respective addresses set forth below, or at such other addresses as shall be specified by written notice delivered in accordance herewith:

Dallas County: Jeffrey Barnard, Director Southwestern Institute of Forensic Sciences 2355 N. Stemmons Frwy Dallas, TX 75207

X.

Medical Center: John A. Roan, Exec. VP Business Affairs Univ. TX Southwestern Medical Ctr. 5323 Harry Hines Blvd. Dallas, TX 75390

Copy To: Shawn Cohenour, Director Univ. TX Southwestern Medical Ctr. Office of Contracts Management 5323 Harry Hines Blvd. Dallas, Texas 75390

BINDING AGREEMENT: AUTHORITY: PARTIES BOUND. This ILA has been duly executed and delivercd by both parties and constitutes a legal, valid and binding obligation of the parties. Each person executing this ILA on behalf of each party represents and warrants that they have full right and authority to enter into this ILA.

AMENDMENT. This ILA may not be amended except in a written instrument specifically referring to this ILA and signed by the parties hereto.

APPLICABLE LAW. This ILA shall be expressly subject to County's Sovereign Immunity, Title 5 of the Texas Civil Practices and Remedies Code and all applicable federal and state laws. This [LA shall be governed by and construed in accordance with the laws of the State of Texas and venue of any legal action filed by either Medical Center or County shall be in Dallas County, Texas.

SEVERABILITY. In the event that one or more of the provisions contained in the ILA shall for any reason be held to be invalid, illegal or nnenforceable in any respect, such invalidity, illegality or unenforceability of the ILA shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, and shall not affect the remaining provisions of this ILA, which shall remain in full force and effect.

5


County has executed this ILA for Decedent Transport pursuant to its Commissioners Court

Order No. 2011-1718 approved on the 4th day of

__ O_c_t_o_b_er _____ 2011.

COUNTY OF DALLAS, TEXAS

RECOMMENDED:

*APPROVED AS TO FORM:

/a~?&p Gordon Hikel Chief, Civil Division Assistant District Attorney

THE UNIVERSITY OF TEXAS SOUTHWESTERN MEDICAL CENTER AT DALLAS

q-!- (I Executive Vice President for Business Affairs

*By law, the District Attorney's Office may only advise or approve contracts or agreements or legal documents on behalf of its clients. It may not advise or approve a contract or agreement 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).

6

COURT ORDER

2011 1719 ORDER NO: ____ _

DATE: ____ ~O~c~to~b~e~r~4~,~20~1~1~ ________ __

STATE m' TEXAS

COUNTY OF DALLAS


________ ~4~t~h ___________________ dayof ____________ O~c~to~b~e~r _________________ ,2011,on

a motion made by John Wiley Price, Commissioner of District No, 3 , and seconded by

-=Dc::r:.c,-=E=lb=a_G:::a=r=cc::i:::a:..c,-=Co:::mm=l=· sc::Sc::ic::o=D:.:ce.:::.r--=-of-,-D.-el.-e· s:.ctc::rc::ic:c~t_N_o=-, __ 4-,-______ , the following Court Order was adopted:

WHEREAS, the Purchasing Department briefed Commissioners Court on October 4, 2011 concerning the first extension of Bid No. 2010-003-4661, Annual Contract for Newspaper Advertising as awarded to Daily Commercial Record, Inc.; and

WHEREAS, Daily Commercial Record, Inc. has agreed to extend the contract for an additional twelve month period; and

WHEREAS, the Court concurred with the recommendation to extend this annual contract; and

WHEREAS, the term of this contract is November 1, 2011 through October 31, 2012; and

WHEREAS, this action supports Vision 1, Strategy 1.3 of the Strategic Plan by providing a sound, financially responsible and accountable governance

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court does hereby authorize the first twelve (12) month extension of Bid No. 2010-003-4661 Annual Contract for Newspaper Advertising as awarded to Daily Commercial Records, Inc., for the period November 1,2011 through October 31, 2012 and authorizes all documents/payments to reflect accordingly.

N-l~d[JRk this the __ 4::!.t_h _______ day of October

ABSENT

Maurine Dickey, District #1 Mik~ Cantrel~trict #2

- ~$if(~ Dr. Elba Garcia, District #4

1

Recommende~ LMtiJ inda S. Boles, Purchasing Agent/ms

2011 1720 ORDER NO: ____ _

COURT ORDER


STATE OF TEXAS §

COUNTY OF DALLAS §


____________ ~4_fu ______________ dayof ______ ~O~c~to~b~er~ _________________________ ,2011,

on a motion made by John Wiley Price, Commissioner of District No.3 , and seconded by

-=D-=r:..:.-=E:=l",b-=a-=G=ar::.c=-l=:· a=-, _C::co::mnu=:::' s::s::.:i"'o::.:n.::e::r'---'o:.::f:....=D:.::i"'sc:t""r-=io:co:t-'N:c.o"-'-. _4..:-_, the following Court Order was adopted:

WHEREAS, on September 27, 2011, the Purchasing Department briefed the Commissioners Court on the recommendation to enter into contract negotiations with JP Morgan Chase (highest ranked fim1 susceptible firn1 for award consideration and final contract negotiations) with respect to RFP No. 2011-057-5513 Request for Proposals for Merchant Services for Electronic Payments and Bank Card Processing Services; and

WHEREAS, in the event the County cannot reach an agreement with the selected finn, the County may fonnally end negotiations with this vendor and enter into negotiations with the next most highly ranked firn1 until the County has successively negotiated a contract; and

WHEREAS, this action supports Strategy 1.3 of the Strategic Plan by providing a sound, financially responsible and accountable governance

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court does hereby authorize staff to enter into contract negotiations with the highest ranked firm, JP Morgan Chase with rcspect to RFP No. 2011-057-5513 Request for Proposals for Merchant Services for Electronic Payments and Bank Card Processing Services.

DON,' IN 0; EN,.,'.' t/u; T this the ___ 24'_h ____ day Of ___ 0=ct"'o"'b"'er'--____ .,,/---:7.~c"-;:n/I~_79 ( l- ABSEm~{{~

Recommended

COURT ORDER

2011 1721 ORDER NO: ____ _

DATE: _----"O"'c""to"'b"'e'--f ""4,...,2,,,0,,-lL1_

STATE OF TEXAS

COUNTY OF DALLAS


_________ 4""t~h~ _______________ dayof ______ ~O~c~t~o~be~r~ ___________________ ,2011,0n

a motion made by John Wiley Price, Cormnissioner of District No, 3 , and seconded by

_D-,-r:c:,---,E::.l:::.b:::.a_G",a:::r",c:.:i:.:a:..:,-"C-,-ormn=l::.:· s,-,s:.:i",o-=-n:.:e-=r-=-o:::.f-,D-.el::c· s:c:tc:rc:ic:c..:;.t_N:..'o::.:=-, _4-'-_____ , the following Court Order was adopted:

WHEREAS, the Purchasing Department briefed Commissioners Court on October 4, 2011 concerning the first extension of Bid No. 2011-021-5329, Annual Contract for Mattress Supplies as awarded to Fred Clark Felt Company, Inc. and DAF Products, Inc,; and

WHEREAS, Fred Clark Felt Company, Inc. and DAF Products, Inc. have agreed to extend the contract for an additional twelve month period; and

WHEREAS, the Court concurred with the recommendation to extend this annual contract; and

WHEREAS, the term ofthis contract is December 14,2011 through December 13,2012; and


IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court does hereby authorize the first twelve (12) month extension of Bid No. 2011-021-5329 Annual Contract for Mattress Supplies as awarded to Fred Clark Felt Company, Inc. and DAF Products, Inc. for the period Decembcr 14,2011 through December 13,2012 and authorizes all county documents/payments to reflect accordingly.

day of October ~20 .

ABSENT ~ U~iI!!!'Jll!'-Maurine Dickey, District #1 MeCaI1tfeij;rllstrict #2

/) ~ /

'ci:L~~ Dr. Elba Garcia, District #4

Recommended y: --";F1~~"0'--Ll'-::lM-":---:--------:----

COURT ORDER

ORDER NO: 1722 ------


STATE OF TEXAS §

COUNTY OF DALLAS §


___ 4-'-.t""h"--_______ day of ___ O=ct=o'-"h'-"e"-r ___________ , 2011,

on a motion made by John Wiley Price, Commissioner of District No, 3 , and seconded by

_D_r_, _E_l_b_a_G_a_r_c_i_a.:.-, _C_O_mITll_·_s_s_i_oD_er_o_f_D_i_s....ct-CCr.=iccc_t_N_o'-,'---4'---___ , the following Comi Order was adopted:

WHEREAS, the Purchasing Department briefed Commissioners Court on September 27,2011 regarding the sale of livestock; and

WHEREAS, it is the recommendation of the Purchasing Department that the attached list be representative of the livestock to be sold in the upcoming County online auction; and

WHEREAS, this action supports Vision 1, Strategy 1.3 of the Strategic Plan by providing a sound, financially responsible, and accountable govemance

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court does hereby authorize the listed livestock (eleven donkeys and one horse) as representative of the items to be sold in the upcoming online auction and authorizes all County departmentslinventories to reflect accordingly.

__ 4~t=h ____ dayof_~O~c~t=ob=e=r~_~~7-__ Y

~~ ABSENT Cla,-.'~" Maurine Dickey, Distnct #1 Mike C#ll' District #2

AuL~ . trict #3 Dr. Elba Garcia, District #4

R,wmmwdcd bY'~' U.k . 'nda S. Boles, Purchasmg Agent/gt

Lot~ Fund Title Description Quantity Service Numbers Color: Brown; Sex: Jack (male); Age: Unknown. Good condition, lots of personality

1 Sheriff Donkey and comes with coggins papers. 1 #11-048303 Color: Bay; Sex: Mare (temale); Age: Unknown; Breed: Thoroughbred. She is very sweet and gentle. Was malnourished and still needs some weight put on. Comes with

2 Sheriff Horse coggins. 1 #11-104920 IAnimal 1: LOlor - Grey; sex - Jenny (temale); Age - UnKnown. Animal L: Lolor-Grey; Sex- Jenny (female); Age - Unknown. Animal 3: Color Black; Sex - Jack (male); Age - Unknown. All donkeys are in good condition and are good natured.

3 Sheriff Donkey Donkeys are also mini's and come with coggins 3 #11-108520

Animal 1: Color - Brown; Sex - Jack (male); Age - Unknown. Animal 2: Color - Grey: Sex - Jack (male); Age - Unknown. Animal 3: Color - Grey; Sex - Jack (male); Age-Unknown. Animal 4: Color - Grey; Sex - Jack (male): Age - Unknown. Animal 5: Color - Black; Sex - Jack (male); Age - Unknown. All donkeys come with coggins and

4 Sheriff Donkey are in good condition. They are also friendly and several just come up to you. 5 #11-088093 Color: Grey: Sex - Jack (male); Age - Unknown. Donkey is in good condition and

5 Sheriff Donkey comes with coggins paper. 1 #11-072837 Color: White/Grey; Sex - Jack (male); Age - Unknown. In good condition and is

6 Sheriff Donkey gentle and friendly. Comes with coggins 1 #11-060641

LOCATION: 1512 E. Langdon Road -- , ....

COURT ORDER

2011 17;]3 ORDER NO: ____ _

DATE: ____ ~O~ct~o~b~er~4~,~2~O~11~ _____ __

STATE OF TEXAS

COUNTY OF DALLAS


______ --"'4t""h~ _________ day of _____ --'O"-'c"'to"-'b"'e"-r ________ , 2011, on


__ D_r_,_E_l_h_a_G_a_r_c_i_a-,-,_Co_mm_l_' s_s_i_o_n_e_r_o_f_D_i_s_t_r_i_c_t_N_o_, _4 _____ , the following Court Order was adopted:

WHEREAS, the Commissioners Court was briefed on September 26, 2011 concerning the award of Bid No. 2011-082-5627 Annual Contract for Full Service Elevator/Escalator Maintenance to the lowest and best bidder, United Elevator Services, Inc.; and

WHEREAS, the Court concurred with the recommendation to award the bid as briefed;


IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court does hereby authorize the award of Bid No. 2011-082-5627 Annual Contract for Full Service Elevator/Escalator Maintenance the lowest and best bidder, United Elevator Services, Inc. and authorizes all documents/payments to reflect; cc rdingly, effective October 1,2011 through August 31,2014.

_4C!-'_h _____ dayof October

ABSENT --"'--------

Clay Lewl ____ -M_.....aurine Dickey, District #1 ~ ,M" ike cantr~/strict #2

~~~~ cx:£l$ ~ Dr. Elba Garcia, District #4

/"---" Recommende' bY:'74±.<M:L¥.,).<Z't..",' ______ _

'nda S. Boles, Purchasing Agent/ms

2011 1f724 ORDERNO: ____ _


STATE OF TEXAS

COUNTY OF DALLAS

COURT ORDER 1\ "'I J \ J

/11


4th d October ____________________________ ayof __________________________________ ,2011,on


_D_r_,_E_l_b_a_G_a_r_c_J_',a...:,,--C_o_mm_is_s_i_o_n_e_r_o_f_D_l_' s_t_r_i_c_t_N_o_, _4 ____ , the following Court Order was adopted:

WHEREAS, the Dallas County Commissioners Court was briefed on August 23, 2011 by the Office of Budget and Evaluation concerning transitioning the service of civil process, writs and Justice of the Peace civil process and warrants to the Sheriffs Office; aod

WHEREAS, effective November 1, 2011 the District and County Clerk Offices may choose to send all or some of their civil process and writs to the Sheriffs Office for service; and

WHEREAS, the Sheriffs Office will be authorized the following additional staff for the Civil Division: a) one Deputy III, one Clerk III, three (3) Clerk II and continuation of 18 Deputy Sheriff positions that would have been otherwise deleted effective November 1,2011 to serve civil process and writs; and

WHEREAS, the FY2012 Budget for Constable Offices was developed with the following deletions effective November 1, 2011 related to the change in workload: a) Constable Precinct One deletion of one Deputy II, five (5) Deputy and three (3) Clerk I positions; b) Constable Precinct Two deletion of one Deputy II, two (2) Deputy and two (2) Clerk I positions; c) Constable Precinct Three deletion of one Deputy II, four (4) Deputy and three (3) Clerk I positions; d) Constable Precinct Four deletion of one Deputy II, one Deputy and three (3) Clerk I positions; e) Constable Precinct Five deletion of three (3) Deputy and two (2) Clerk I positions; and

WHEREAS, the performance of the Sheriff Office Civil Division will be monitored and assuming they are satisfactorily serving civil process and writs from the District and County Clerk Offices then effective February 1, 2012 Justice of the Peace Courts may start sending their papers to the Sheriff s Office for service; and

WHEREAS, based on tbe number of Justice of the Peace Courts that express they will send their court documents to the Sheriff's Office for service a schedule to implement will be developed; and

WHEREAS, the FY2012 Budget was developed in a manner to allow additional staffing changes to the Sheriffs and Constable Offices based on the workload distribution from the Justice of the Peace Courts; and

WHEREAS, any Constable personnel that is subject to a reduction-in-force will have the opportunity to be considered for vacant Sheriffs Office positions after completing the Sheriff's Office hiring process; and

WHEREAS, the position changes listed in this briefing will result in $351,474 in staff savings with the cost of training and installing/monitoring GPS on all County vehicles being $160,000 resulting in a net savings of $191,474 annually.

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court does hereby authorize the changes in the service of civil process, writs and Justice of the Peace civil process and warrants as detailed in the Court Order with the Sheriff s Office being authorized the following additional staffing: a) one Deputy III, one Clerk III, three (3) Clerk II and continuation of 18 Deputy Sheriff positions that would have been otherwise deleted effective November 1, 2011. In addition the following deletions will be effective November 1, 2011 in the Constable Offices based on the change in workload: a) Constable Precinct One deletion of one Deputy II, five (5) Deputy and three (3) Clerk I positions; b) Constable Precinct Two deletion of one Deputy II, two (2) Deputy and two (2) Clerk I positions; c) Constable Precinct Three deletion of one Deputy II, four (4) Deputy and three (3) Clerk I positions; d) Constable Precinct Four deletion of one Deputy II, one Deputy and three (3) Clerk I positions; and e) Constable Precinct Five deletion of three (3) Deputy and two (2) Clerk I positions.

Clay Lewis,

l Maurine Dickey, District #1 Mike Cantrell, .District #2

'd££ Dr. Elba Garcia, District #4

Recommended by: ~'I - bf"o UV-"".

Ryan Brown, Budget Officer

ORDER NO.: DATE: October 4, 2011 STATE OF TEXAS · 2011. 10. 4. · 2011 1705 ORDER NO.: _____ _...

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Transcript of ORDER NO.: DATE: October 4, 2011 STATE OF TEXAS · 2011. 10. 4. · 2011 1705 ORDER NO.: _____ _...