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Contract - County of Williamson - 9/26/2024 STATE OF TEXAS § AMENDED AND RESTATED § COOPERATIVE AGREEMENT § WILLIAMSON COUNTY AND CITIES COUNTY OF WILLIAMSON § PUBLIC HEALTH DISTRICT This Amended and Restated Cooperative Agreement (this "Agreement") is made by and between the County of Williamson ("County") and the Cities of Cedar Park, Georgetown, Round Rock, Taylor, Hutto, Leander, and Liberty Hill(collectively the"Member Governments "), under Chapter 121, Subchapter E of the Texas Health and Safety Code(the "Code"), acting by and through their respective authorized officers, representatives and governing bodies. RECITALS WHEREAS, in 1943 the Williamson County Health Department was established; and WHEREAS, the Local Public Health Reorganization Act, now codified in Chapter 121 of the Texas Health and Safety Code(the"Act"),authorizes the establishment of public health districts by a majority vote of the governing bodies of a county and one or more municipalities in the county for the purpose of providing and furnishing public health programs; and WHEREAS, in 1989 the Williamson County Health Department was reorganized as a Public Health District by Williamson County,Texas,and the Cities of Cedar Park,Georgetown,Round Rock, and Taylor(collectively the "Original Members"), and re-designated as the Williamson County& Cities Health District(hereinafter the "District"); and WHEREAS, the District began being governed by a public health board pursuant to the Code and a"Cooperative Agreement,"which was initially approved by the Original Members in 1989 and revised and approved by the Original Members in 1992, 2004, and 2007; and WHEREAS, the Cities of Liberty Hill and Hutto joined the District in 2007, and, thereafter, in 2013, the City of Leander joined the District(collectively the"New Member Cities"); and WHEREAS, the County, Original Member Cities and New Member Cities comprise all membership in the District as of the Effective Date of this Agreement and are collectively referred to herein as the "Member Governments"; and WHEREAS, the Member Governments approved an amended and restated Cooperative Agreement in 2021; and WHEREAS, the Member Governments have determined that the Cooperative Agreement needs to be amended and restated again to modify the District's fiscal year; and NOW THEREFORE, the Member Governments of the District do hereby amend and restate WILLIAMSON COUNTY&CITIES HEALTH DISTRICT PAGE 1 COOPERATIVE AGREEMENT X02 2(c 7 the Cooperative Agreement relating to the Williamson County & Cities Health District in accordance with the following: L GOVERNANCE 1.1.The affairs of the District shall be governed by a public health board, which shall be called the Williamson County Board of Health (hereinafter the "Board"). The Board shall be an administrative public health board and shall have the authority to adopt substantive and procedural rules which are necessary and appropriate to promote and preserve the health and safety of the public within its jurisdiction,provided that no rule adopted shall be in conflict with the laws of the State of Texas. 1.2 Except as otherwise set out herein, two Directors shall be appointed by the Williamson County Commissioners' Court, and one Director shall be appointed by each of the City Managers of the Cities of Cedar Park, Georgetown, Round Rock, Taylor and Hutto. The Cities of Leander and Liberty Hill have shared one Director since becoming Member Governments and they hereby agree to continue to share such Director. Thus,the City Manager of the City of Leander shall appoint one Director to serve on behalf of the Cities of Leander and Liberty Hill. In the event either the City of Liberty Hill reaches a population of 15,000 or more,or additional cities having populations of less than 15,000 become new Member Governments following the Effective Date of this Agreement, the City of Liberty Hill shall then appoint a Director in accordance with the provisions of Section 1.3 below. 1.3. Any incorporated city within the District's territory may apply to become a member of the District and the governing body of each existing Member Government shall review the application. The governmental entity making application may be admitted as a new Member Government of the District if a majority of the governing bodies of each then existing Member Governments approves such application. Upon admission as a member of the District and approval of this Agreement,the new member will become a Member Government. 1.3.1 For incorporated city Member Governments with a population of 15,000 or greater,the City Manager of such city may appoint one qualified Director to the Board. 1.3.2 New incorporated city Member Governments that have less than 15,000 population must each join together and select two qualified Directors to represent them on the Board;provided,however, if there are four or less new incorporated city Member Governments with population less than 15,000 each,they will all join together and select one qualified Director to represent them on the Board. 1.3.3 Except as otherwise set out herein, existing Member Governments in place on the Effective Date of this Agreement will retain current representation on the Board regardless of population estimate. 1.4. To be qualified as a Director, a person must be a citizen of the United States and must have resided at least three (3) years in the District. A Director shall not be an elected official but must be an employee of the Member Government for which he or she serves. 1.5. Directors shall serve without compensation. WILLIAMSON COUNTY&CITIES HEALTH DISTRICT PAGE 2 COOPERATIVE AGREEMENT 1.6. Directors shall serve staggered three-year terms, except as provided in Sections 1.7 and 1.9 below. 1.7. The term effective date for Directors appointed by new Member Governments shall be staggered such that no more than one-third (1/3)of the terms of the Directors expire in any one year. To accomplish such staggering, new Directors shall have terms commencing as follows: on January 1 of the current year for those joining the District between January 1 through June 30, and January 1 of the following year for those joining the District between July 1 through December 31. In addition, if multiple new Member Governments join the District in the same year, the Board may designate the initial term of the newly appointed Directors to be one, two, or three years in order to maintain the balance of no more than one-third (1/3) of the terms expiring in any one year. 1.8. A Director for a city Member Government may be removed be from the Board at the discretion of the particular city Member Government's City Manager. Directors representing the County serve at the pleasure of the Williamson County Commissioners Court and may be removed at its discretion. The Executive Director is to contact the Member Government if its appointed Director is absent for two consecutive Board meetings or three Board meetings during a calendar year. 1.9 All vacancies of a Director shall be filled for the unexpired portion of the term by the City Manager of the appointing city Member Government or by the Williamson County Commissioners Court for the County's Directors, whichever the case may be. If less than one (1)year remains in the unexpired term for the Director of a Member Government,then the City Manager or the Williamson County Commissioners Court may appoint its Director(s)to fill the unexpired portion of the term plus a full term of three(3)years. 1.10. A Director may serve consecutive terms. H. OFFICERS 2.1. General. The officers of the Board shall consist of the chairperson, vice-chairperson, and secretary.The Williamson County Commissioners Court shall name the Chairperson of the Board. Members of the Board shall select the remaining officers from amongst their members, and each officer shall serve a one-year term. 2.2. Chairperson. The Chairperson shall preside at all meetings of the Board. At each meeting, the Chairperson shall submit such recommendations and information as he/she may consider proper concerning the business, affairs and policies of the District. 2.3. Vice-Chairperson. The Vice-Chairperson shall perform the duties of the Chairperson in the absence or incapacity of the Chairperson and in case of the resignation or death of the Chairperson. The Vice-Chairperson shall perform such duties as are imposed on the Chairperson until such time as the Williamson County Commissioners Court shall appoint a new Chairperson. WILLIAMSON COUNTY&CITIES HEALTH DISTRICT PAGE 3 COOPERATIVE AGREEMENT 2.4. Secretary.The Secretary or his/her designee shall act as Secretary of the meetings of the Board and record all votes and shall keep a record of the proceedings of the Board in a journal of proceedings to be kept for such purpose and shall perform all duties incidental to his/her office. III. EXECUTIVE DIRECTOR 3.1. The Directors of the Board shall appoint an Executive Director of the District. The Executive Director shall be the chief administrative officer of the District and shall manage the day-to-day operations of the District, subject to the direction of the Board. 3.2. If the Executive Director is a physician licensed and in good standing in the state of Texas, the Executive Director will also serve as Health Authority in the jurisdiction of the District. If the Executive Director is not a physician licensed and in good standing in the State of Texas, a Health Authority shall be retained as provided in Section 8.1. 3.3. The Executive Director shall be an ex-officio non-voting member of the Board. 3.4. If,during the annual evaluation of the ETecutive Director or at any other time,two-thirds of the entire Board determines the Executive Director has engaged in neglect of duty, malfeasance, or unbecoming behavior, or has otherwise violated provisions of the District's personnel policies, the Executive Director's employment may be terminated immediately. The exact terms of the termination shall be determined at the time by a majority vote of the Board. In the event of the Executive Director's death, resignation, or removal from office, the Board shall select a new Executive Director. 3.5. The Executive Director shall employ such full or part-time employees as are needed to carry out the programs of the District. These employees shall be employees of the District and perform those duties as are assigned to them. The compensation of such personnel, including the Executive Director, shall be determined by the Board subject to the laws of the State of Texas.The Executive Director shall have the authority,and subject to provisions of the policies- procedures of the District,to hire, fire, direct,and control the work, as functionally appropriate, of such employees. IV. MEETINGS 4.1. A majority of the voting Directors shall constitute a quorum for the transaction of business.The presence of the Executive Director shall not count for the purposes of determining whether a quorum is present. 4.2. The Board shall meet at least quarterly on a date fixed by the Board and shall hold such meetings as may be called by the chairperson or by the majority of the Board. 4.3. The Board shall comply with the Open Meetings Act. WILLIAMSON COUNTY&CITIES HEALTH DISTRICT PAGE 4 COOPERATIVE AGREEMENT V. PURPOSE OF THE DISTRICT 5.1. The District may perform any public health function that any of its Member Governments may perform unless otherwise restricted by law. The Board and Director shall determine which public health programs and services will be provided by the District based on needs assessment and the availability of resources. 5.2. The District shall be affiliated with the Texas Department of State Health Services or its successor to facilitate the exchange of information and the coordination of public health services. 5.3. The District shall provide "Essential public health services" as defined in Section 121.002 of the Act. 5.3.1. Monitor the health status of individuals in the community to identify community health problems; 5.3.2. Diagnose and investigate community health problems and community health hazards; 5.3.3. Inform,educate, and empower the community with respect to health issues; Mobilize community partnerships in identifying and solving community health problems; 5.3.5. Develop policies and plans that support individual and community efforts to improve health; 5.3.6. Enforce laws and rules that protect the public health and ensure safety in accordance with those laws and rules; 5.3.7. Link individuals who have a need for community and personal health services to appropriate community and private providers; 5.3.8. Ensure a competent workforce for the provision of essential public health services; 5.3.9. Research new insights and innovative solutions to community health problems; and 5.3.10. Evaluate the effectiveness, accessibility, and quality of personal and population-based services in a community. 5.4. By way of illustration but not by way of requirement or limitation, the District may provide public health services such as the following: communicable disease control and prevention services, public health education, information and referral services, environmental and consumer health programs, public health nutrition programs, community assessment and health status data analysis, public health emergency preparedness and response, and collaborating with others to address public health issues. WILLIAMSON COUNTY&CITIES HEALTH DISTRICT PAGE 5 COOPERATIVE AGREEMENT 5.5. Member Governments and other government entities,as well as private institutions both within and outside of Williamson County, may contract with the District to provide additional public health services upon approval of the Board. 5.6. The Board shall have the authority to set and collect fees for its services and for the issuance of health and sanitation-related licenses and permits as authorized by law. 5.7. The District shall also have authority to conduct health and sanitation inspections for Member Governments, for non-member governments that enter into an interlocal agreement with the District, or as authorized by law. 5.8. When the District has the responsibility to issue a certain type of health or sanitation permit,the Member Governments agree not to require their own health or sanitation permits. VI. LIABILITY AND INDEMNITY 6.1. As provided in the Act, the District is, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code), a governmental unit and its actions are governmental functions. As provided in Section 101.063 of the Texas Civil Practices and Remedies Code, a governmental unit that is a member of a public health district is not liable under Chapter 101 for any conduct of the District's personnel or for any condition or use of the District's property.Nothing in this Agreement shall be construed or interpreted to waive this immunity. 6.2. The District shall indemnify each and every Director, its officers and its employees, to the fullest extent permitted by law against any and all liability or expense, including attorneys fees, incurred by any of such persons by reason of any actions or omissions that may arise out of the functions and activities of the District. This indemnity shall apply even if one or more of those to be indemnified was negligent or caused or contributed to cause any loss, claim, action or suit. Specifically, it is the intent of this Agreement and the District to require the District to indemnify those named for indemnification, even for the consequences of the negligence of those to be indemnified which caused or contributed to cause any liability.Notwithstanding the foregoing, the District will not pay actual damages, punitive damages, court costs, or attorney fees awarded against indemnified persons if the awards arise from a cause of action for official misconduct or arise from a cause of action involving a willful or wrongful act or omission or an act or omission constituting gross negligence. 6.3. The District must purchase and maintain insurance, as available, on behalf of any Director, officer, employee, or agent of the District, or on behalf of any person serving at the request of the District as a board member, officer, employee, medical Director or Health Authority, against any liability asserted against that person and incurred by that person in any such capacity or arising out of any such status with regard to the District, whether or not the District has the power to indemnify that person against liability for any of those acts. 6.4. The District may engage private legal counsel who will advise and represent the District on general legal matters not covered by insurance, within the scope of their expertise, and for which there is no conflict of interest. For matters relating solely to their own Member WILLIAMSON COUNTY&CITIES HEALTH DISTRICT PAGE 6 COOPERATIVE AGREEMENT Government, the Member Governments agree to provide or fund legal services to the District for matters not covered by insurance,within the scope of their expertise, and for which there is no conflict of interest. VII. FINANCING OF THE FUNCTIONS OF THE DISTRICT 7.1. For fiscal year 2025,the District's fiscal year shall be January 1,2025 through September 30, 2025. Thereafter,the District's fiscal year shall be October 1 through September 30. 7.2. The Member Governments of the District shall pay the costs necessary to operate the District,including costs for staff salaries,supplies,suitable offices,health and clinic centers, health services and facilities, and maintenance, in the amount agreed to by the governing body of each Member.The District will request that city Member Governments contribute on a per capita basis based on the U.S. Census Bureau's most recent annual estimate of population. 7.3. The Board shall annually request funding from Member Governments on an October 1 — September 30 fiscal year basis. New Member Governments joining after the Effective Date of this Agreement shall pay on the same basis or according to the same formula as the existing Member Governments, but such payment may be pro-rated to the date of the new Member's admission to the District relative to October 1. 7.4. The District shall also actively seek funding from the Texas Department of State Health Services or its successor for any other state or federal agency),and from public or private grants. 7.5. The District shall be allowed to assess and collect fees for its services as may be established by the Board. 7.6. The Board and Executive Director will maximize funding from other available sources, including governmental and private grants, prior to requesting funding from Member Governments. 7.7. All funds of the District not otherwise employed will be deposited in banks or other depositories designated by the Board. 7.8. All checks, drafts, endorsements, notes and evidences of indebtedness of the District will be signed by such officers or agents and all endorsements for deposits to the credit of the District will be made as authorized by the Board. 7.9. No loans or advances will be contracted on behalf of the District, and no note or other evidence of indebtedness will be issued in its name, except as authorized by majority vote of the Board and for purposes allowed by law. 7.10. Only the Executive Director or his/her designee acting in compliance with any Business Practices or Policies and Procedures Manual approved by the Board, may, in the name of and on behalf of the District, enter into contracts or execute and deliver instruments as specifically authorized by the Board by resolution or action at a duly called meeting. The District shall maintain sufficient undesignated cash reserve funds to prevent untimely disruptions in services WILLIAMSON COUNTY&CITIES HEALTH DISTRICT PAGE 7 COOPERATIVE AGREEMENT or loss of key personnel. 7.12. The Executive Director will provide to the Board no later than one hundred fifty (150) days after the close of the fiscal year a report containing the following information in appropriate detail: 7.12.1. The assets and liabilities of the District as of the end of the fiscal year; 7.12.2. The principal changes in assets and liabilities during the fiscal year; 7.12.3. The revenues and receipts, both restricted and unrestricted to particular purposes, for the fiscal year; 7.12.4. The expenses or disbursements, for both general and restricted purposes, during the fiscal year; 7.12.5. The substantial activities and projects begun, in progress, and completed during the fiscal year. 7.12.6. The annual report will include a report of an independent accountant, or in lieu of such report,the certificate of an authorized officer of the District that such statements were prepared without audit from the books and records of the District. 7.13. The Board shall require that an independent audit of the District's financial records be made annually. The annual audit shall be available for public inspection during all normal business hours at the District office. The District shall adopt sound financial management policies and procedures and shall comply with requirements of funding entities. VIII. EMPLOYEES 8.1. If the Executive Director is not a physician,the Executive Director, subject to approval by the Board, shall appoint a physician licensed and in good standing in the state of Texas as an officer of the District to serve as the Health Authority. If no local physician can be found who is willing to so serve, then the designated Medical Director of the Texas Department of State Health Services or its successor or his/her designee shall serve as the Health Authority.A Health Authority appointed under the provisions of Section 121.021 of the Act has certain duties prescribed by State Law that are necessary to implement and enforce to protect public health. The Health Authority shall aid the Board in all matters of local quarantine, disease prevention and suppression, sanitation inspection and control of contagious, infectious, and epidemic diseases within the District's jurisdiction. It is the intent of this Agreement that any Health Authority of the District shall be an"employee"as defined by Section 101.001(2)of the Texas Civil Practice and Remedies Code for the purposes of the Texas Tort Claims Act. A Health Authority is a state officer when performing duties prescribed by state law(Section 121.024 of the Texas Health and Safety Code). 8.2. The District's employees shall be eligible to participate in the Benefits Program offered by Williamson County to county employees, including group health insurance, workers' compensation program, and retirement system. WILLIAMSON COUNTY&CITIES HEALTH DISTRICT PAGE 8 COOPERATIVE AGREEMENT 8.3. The Board may in some years grant a cost-of-living increase to each District employee, except that the size of the increase shall not exceed the cost-of-living increase granted by the Williamson County Commissioners'Court to each county employee for that fiscal year.District employees shall not be granted an automatic pay raise based on longevity alone. Instead, the Board may,as resources permit,authorize the Executive Director to grant merit increases to an employee based on job performance and/or promotion in job responsibility. IX.NUSCELLANEOUS 9.1. The provisions of Chapter 121 of the Texas Health and Safety Code shall be applicable to the District.In the event of a conflict between Chapter 121 and this Agreement,Chapter 121 shall control. 9.2. A Member Goverment may withdraw from this Agreement by giving written notice to the other Member Governments and to the Executive Director no later than six (6) months before the end of the District's fiscal year.The withdrawal shall become effective at the end of the current District fiscal year after the withdrawing Member Government has given written notice of its decision to the Board. Such notice of withdrawal shall not relieve such Member Government of any obligation incurred by such Member Goverment prior to date of withdrawal. 9.3. Modification of this Agreement shall be in writing and effective upon approval by a majority of the Member Governments. 9.4. This Agreement shall remain in effect unless modified or cancelled by a majority of the Member Governments. 9.5. In the event that a majority of Member Governments vote to dissolve the District,after payment of all liabilities,the District's unencumbered assets will be distributed proportionately to current Member Governments based on their current fiscal year contributions to the District. 9.6. This Agreement constitutes the entire Agreement between the Parties in regard to the provision of public health services and supersedes all prior such Agreements between the Parties. 9.7. This Agreement shall become effective(the date inserted will be the last date of approval by a Member Government) 15th day of October 2024 (the "Effective Date"). [Signatures on the following pages.] WILLIAMSON COUNTY&CITIES HEALTH DISTRICT PACE 9 COOPERATIVE AGREEMENT WILLIAMSON COUNTY,TEXAS BAt G,.wll LW IS,303A I3 S COT) By: , Bill Gravell Jr.,County Judge Date: October 15,2024 WILLIAMSON COUNTY&CITIES HEALTH DISTRICT PAGE 10 COOPERATIVE AGREEMENT CITY OF CEDAR PARK,TEXAS By: im enniman-Morin, Mayor Date: WILLIAMSON COUNTY&CITIES HEALTH DISTRICT PAGE I I COOPERATIVE AGREEMENT CITY OF GEORGETTEXAS By: Josh Schr eder,iMayor Date: f 101 LIZ WILLIAMSON COUNTY&CITIES HEALTH DISTRICT PAGE 12 COOPERATIVE AGREEMENT CITY OF ROUND ROCK,TEXAS By: Cr i ,or n, Mayor Date: 1 12-b� WILLIAMSON COUNTY&CITIES HEALTH DISTRICT PAGE 13 COOPERATIVE AGREEMENT CITY OF TAYLOR, TEXAS By: TK/►1 Date: r 7c,2j %VILLLA-%ISOV COUNTY&CITIES HEALTH DISTRICT PAGE 14 COOPERATIVE AGREEMENT CITY OF HUTTO,TEXAS By: �,l/ Mi e Snyder, Mayor Date: L;20�V WILLIAMSON COUNTY&CITIES HEALTH DISTRICT PAGE 15 COOPERATIVE AGREEMENT CITY OF LEANDER,TEXAS J By: _ Y Chn*stirOarisle, Mayor Date: JQ (� 20L"I WILLIAMSON COUNTY&CITIES HEALTH DISTRICT PACE 16 COOPERATIVE AGREEMENT CITY OF LIBERTY HILL, TEXAS By:O'A't'h4l t/n�a&� stal Mancil Mayor Date: WILLIAMSON COUNTY&CITIES HEALTH DISTRICT PAGE 17 COOPERATIVE AGREEMENT