HomeMy WebLinkAboutRES 1993-047 RESOLUTION NO. 93-47
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS APPROVING AN INTERLOCAL
COOPERATION AGREEMENT WITH THE NORTH CENTRAL
TEXAS REGIONAL CERTIFICATION AGENCY TO JOINTLY
PROVIDE CERTIFICATION AND OTHER RELATED
SERVICES FOR THE DISADVANTAGED BUSINESS
ENTERPRISE, MINORITY AND/OR WOMEN-OWNED
BUSINESS ENTERPRISE PROGRAMS; AND PROVIDING AN
EFFECTIVE DATE
WHEREAS, the City of Grapevine, Texas desires to enter into an Interlocal
Cooperation Agreement ("Agreement") with the North Central Texas Regional
Certification Agency ("NCTRCA") to jointly provide certification and other related
services for the Disadvantaged Business Enterprise, Minority and/or Women-Owned
Business Enterprise; and
WHEREAS, the City of Grapevine, Texas is authorized to enter into an interlocal
agreement pursuant to the Interlocal Cooperation Act, Article 4413(32c) Texas Civil
� Statutes, et seq. to provide governmental functions and services which improve the
efficiency and effectiveness of the local government's performance of administrative
��ilH functions.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS:
Section 1 . That the City Council of the City of Grapevine, Texas approves
entering into an Interlocal Cooperation Agreement with the North Central Texas
Regional Certification Agency to jointly provide certification and other related services
for the Disadvantaged Business Enterprise, Minority and/or Women-Owned Business
Enterprise Programs.
Section 2. That the City of Grapevine agrees to and shall pay, out of current
funds, to the NCTRCA a per annum sum due at least thirty (30) days prior to the first
day of each fiscal year or within thirty (30) days of the execution of this Agreement.
For 1993 and subsequent fiscal years, the City of Grapevine shall contribute a per
annum sum of 52,500.00 based on the most recent North Central Texas Council of
, Governments population estimate.
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Section 3. That this Agreement shail become effective on the date of its
z execution and shall continue thereafter year-to-year as long as funding is allocated in
the City of Grapevine's annual budget.
Section 4. That this resolution shall become effective immediately from and
after its passage and approval by the City Council.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS on this the 7th day of December , 1993.
APPROVED:
�
William D. Tate
Mayor
ATTEST:
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Lind Huff
City Secretary
APPROVED AS TO FORM:
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RES. NO. 93-47 2
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NORTH CENTRAL TEXAS REGIONAL CERTIFICATION AGENCY
Interlock Cooperation Agreement
North Centrai Texas Regional Certification Agency
The North Central Texas Regional Certification Agency ("NCTRCA") Interlocal
Cooperation Agreement ("Agreement"), made and entered into as of the date specified
herein by and among the local governments specified (the "Participants");
WITNESSETH
Whereas, it is in the best interest o the participants to this Agreement to jointly
provide certification and other related services for the Disadvantaged Business
Enterprise, Minority and/or Women-Owned Business Enterprise (D/M/WBE) programs
of the individual local governments; and
Whereas, the State of Texas, in The Interlocal Cooperation Act, hereinafter
referred to as the "Act") has provided in Article 4413 (32c), Texas Civil Statutes, et
seq., that local governments to provide contract or agree with one or more local
governments to provide governmental functions and services which improve the
efficiency and effectiveness of the local governments' performance of administrative
functions; and
Whereas, the governing body of each Participant has duly authorized the
respective Participant to become parties to this Agreement in accordance with Section
4 of the Act; and,
Whereas, Section 4 (d) of the Act authorizes the establishment of an
administrative agency for the purpose of managing and implementing the affairs of the
Participants under the Agreement; ,
Now, Therefore, the Participants, in consideration of the premises and other
good and valuable consideration, hereby contract and agree one with the other to
create an agency pursuant to Section 4 (d) of the Act to perform the services, and to
hold legal title and manage the monies, assets, funds, and property, now or hereafter
transferred to or held by it pursuant to this Agreement, all for the benefit of such local
governments as may from time to time become Participants, as follows:
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Article I
Participants, Name, Purpose, Status
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Section 1.1 Participants.
(a) The Participants, being the parties to this Agreement, are the Counties of
Dallas and Tarrant; the Cities of Arlington, Dallas, Fort Worth and Plano; the Dallas
County Community College District, the Dallas Housing Authority, the Dallas Fort
Worth International Airport Board, Dallas Area Rapid Transit, Fort Worth
Transportation Authority and such other local governmental entities, as defined by the
Act, as may subsequently become additional parties hereto with the agreement of the
Board of Directors herein created.
(b) Membership of the Agency shall be open to any governmental entity in the
North Central Texas region which:
(1 ). agrees to the terms and conditions of the Agreement;
(2). executes this Agreement; and
(31. contrib�tes its share of the operating budget of the NCTRCA.
(c1 New participants must apply to and be approved by the Board of Directors
for participation in the NCTRCA.
�° ' Section 1.2 Name. The Participants hereby create the North Central Texas
Regional Certification Agency (the "NCTRCA").
Section 1.3 Purpose. The NCTRCA is created for the purpose of jointly
providing certification and other related services for the Disadvantaged Business
Enterprise,Minority and/orWomen-Owned Business Enterprise("D/M/WBE")programs
of the Participants.
Section 1 .4 Status of NCTRCA, Tax Code Treatment.
(a) The NCTRCA shall be and is organized as a not-for -profit association of
participating public entities and political subdivisions under the Act solely for public
purposes, and no part of its net income shall accrue to or be paid for the benefit of
any private party except in the ordinary course of business and for services rendered
for goods, supplies, or property supplied or furnished to the NCTRCA for the benefit
of the Participants.
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(b) In performing its powers and duties, the NCTRCA will at all times be acting
�5.,:� as the duly constituted authority and instrumentality of the Participants and as an
organization performing essential governmental functions under and for the purposes
of Section 115 of the Internal Revenue Code of 1986, as amended.
(c) No Participant by its execution hereof is assuming or agreeing to pay any
monetary or other obligation other than the agreement to make contributions provided
in Article III hereof.
Article II
Board of Directors, Powers, Duties
Section 2.1 Board of Directors:
The Affairs of the NCTRCA shall be managed by the Board of Directors. Each
Director shall have administrative responsibilities with respect to that local
government's D/M/WBE programs, and/or public contracting/procurement programs
and shall be appointed in writing by the chief executive officer of her/her respective
local government.
The Board of Directors shall consist of not more than eleven (11 ) members, one
representative from each of the eleven original founding Participants.
A quorum for any meeting of the Board of Directors shall consist of a majority
of the Directors.
The Board of Directors shall have all of the powers allowed by Article 4413
(32c), Texas civil Statutes, the "Interlocal cooperation Act," as amended, including,
but not limited to the fol�owing:
(a) All participants shall be entitled to one vote on the agenda items at regularly
scheduled Board of Directors meetings. A plurality of the members present is needed
to approve each agenda item.
(b) the Board of Directors shall adopt bylaws for the operation of the NCTRCA.
(c) the Board of Directors or a committee of its members, shall consider
appeals filed by prospective D/M/WBEs who have been denied certification by the
director referred to in the following subsection (dl. Such appeals will be conducted
pursuant to the rules and procedures adopted pursuant to Clause 2.1 .g. below.
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(d) Board of Directors shall hire a Director to be responsible for the day-to-day
operation of the NCTRCA. Within the budget and staffing guidelines established by
the Board of Directors, the Director shall employ, on behalf of the NCTRCA, staff
whose duties shall be to:
(1 ) Receive and review certification forms from
prospective D/M/WBEs;
(2) Conduct site investigations;
(3) Perform such other acts necessary to evaluate
prospective D/M/WBEs for certification;
(4) Grant initial certification or denial to D / M / W B E
applicants.
{5) Perform related services as deemed appropriate by
the Board of Directors.
(e) the Board of Directors shall develop and approve standardized D/M/WBE
applications and certification forms.
(f) the Board of Directors shall approve standardized certification guidelines
�� meeting the minimum requirements of 49 CFR Part 23, UMTA Circular 4716.1 A (as
may be hereafter amended), and any other state, or federal statutes or regulations that
may be applicable for use in certifying D/M/WBEs for all participating entities.
(g) the Board of Directors shall �evelop and publish rules of the NCTRCA
governing the conduct of the appeal hearings. The decision of the Board of Directors
on an appeal of a denial of the certification shall be final and conclusive. However,
a prospective D/M/WBE applicant whose request for certification has been denied may
file an appeal in writing (signed and dated) with the United States Department of
Transportation-Civil Rights Office within in one hundred eighty (180) catendar days
after the date of denial of certification by the Board of Directors.
(h) the Board of Directors may open a.bank account; receive revenues,
(i) the Board of Directors shall approve expenditures,
(j) the Board of Directors may execute or appoint an agent to execute on its
behalf a lease for office space.,
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(k) the Board of Directors shall prepare an operating budget for each fiscal
��<; year (January 1 - December 31) during which this Agreement is, or is expected to be,
in effect, subject to the approval of each Participant. the budget approval process is
as follows:
(1 ) the Director shall submit a proposed budget to the Board of Directors
by the second Thursday in the month of September or at the regular scheduled Board
of Directors' meeting in September.
(2) the Board of Directors must approve the budget by the second
Thursday in the month of November.
(3) Invoices will be mailed by the executive director on or before
September 1 each year.
(I) the Board of Directors may contract for goods and services reasonably
necessary to the execution of the powers conferred herein, including insurance for the
liabilities associated herewith.
(m) the Board of Directors may authorize the incorporation of a North Central
' Texas Regional Ce�tification Corporation as a Texas non-profit corporation to perform
the duties and to have powers herein otherwise conferred upon the NCTRCA;
�� -� provided that the Board of Directors of the non-profit corporation shall be comprised
in the same manner as the Board of Directors of the NCTRCA, that the operating
budget shall be allocated in a manner consistent with this Agreement, and that the
articles of incorporation and bylaws of the corporation are not inconsistent with the
terms hereof. �
(n) Board of Directors may establish multiple tiers of inembership for purposes
of funding the annual budget.
(o) Board of Directors shall receive the applications of local governments
seeking to participate in this Agreement and shall approve them as a new Participant
if the applicant is an appropriate new Participant�
(p) The Board of Directors shall elect from its members a presiding officer
(chairperson) and such other officers as the Board of Directors deems appropriate at
the first Board of Directors meeting in January of each year.
(q) No individual can serve more than two consecutive terms as chairperson
. on the Board of Directors.
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Article III
Funding By Participants, Term, Withdrawal
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Section 3.1 Participant's Contributions to Joint Efforts. Each Participant by its
execution hereof agrees to and shall pay, out of current funds, to the NCTRCA a per
annum sum due at least thirty (30) days prior to the first day of each fiscal year or
within thirty (30) days of the execution of this Agreement. For 1992 and subsequent
fiscal years, a Participant that is:
(a) a taxing authority serving a population exceeding 250,000 according to the
most recent NCTCOG population estimate shall contribute a per annum sum of
$25,000;
(b) a taxing authority serving a population exceeding 100,000 but no more
than 250,000 according to the most recent NCTCOG population estimate shall
contribute a per annum of 515,000;
(c) a taxing authority serving a population exceeding 50,000 but no more than
100,000 according to the most recent NCTCOG population estimate shall contribute
a per annum sum of S 10,000;
` (d) a taxing authority serving a population exceeding 10,000 but no more than
50,000 according to the most recent NCTCOG population estimate shall contribute
�°n � a per annum sum of 52,500;
(e) a taxing authority serving a population of no more than 10,000 according
to the most recent NCTCOG population estimate shall contribute a per annum sum of
S 1,000;
(f) a regional air transit facility or surface transit agency, shall contribute a per
annum sum of $25,000; and
(g) a municipal, county or regional housing agency without independent taxing
authority shall contribute a per annum sum of 55,000; and �
(h) federally funded agencies shall contribute a per annum sum of 525,000.
Section 3.2 Terms of the Agreement: This Agreement shall become effective
on the date of full execution by eight (8) Participants hereof, shall remain in force until
December 31 , 1993, and continue thereafter year-to-year as long as the certification
services are required by two or more local governments in the Dallas/Fort Worth
�...a Metroplex and the operating budget of the NCTRCA is approved and funded as set
forth in Clause 2.1 .k.
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Section 3.3 Withdrawal from the Agency:
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(a) A Participant may not withdraw prior to December 31 , 1992 without
forfeiting its share of the Agency's annual budget for fiscal year ending December 31 ,
1992.
(b) Thereafter, a Participant may withdraw from the NCTRCA by giving written
notice of its intent to withdraw to the NCTRCA and to each Participant which is a
party to the Agreement not less than thirty (30) days before the effective date of the
withdrawal. the withdrawing Participant is still obliged for its share of the NCTRCA's
budget for that fiscal year.
(c) A Participant shall be held to have withdrawn from the NCTRCA by failing
to comply with Section 3.1 .
Section 3.4 Financial Responsibility: A Participant shall not be financially
responsible or liable for its membership in the NCTRCA except to the extent of its
share of the operating budget of the NCTRCA. Payments by the entity for its share
of the operating budget of the NCTRCA shall be made, on a pro rata basis, either
within thirty (30) days of the execution of this Agreement, or in full thirty (30) days
� prior to the beginning of the fiscal year of the NCTRCA, whichever is the earlier.
'� Any and all non-budgeted, uninsured liabilities imposed upon NCTRCA by a
court of competent jurisdiction, and related legal expenses, shall be borne pro rata by
the Participants at the time the final judgement against the NCTRCA is entered. For
any final judgement entered against it for the acts or omissions of the NCTRCA, each
Participant shall have a right of pro rata contribution from other local governments
who were Participants at the time the judgement was entered, provided defense of
the action is tendered to, and accepted by, the NCTRCA in a timely manner.
The provisions of this Section shall neither constitute a waiver of any
governmental immunity available to a Participant under Texas law, nor a waiver of any
defenses of the parties under Texas law. the provisions of this Section are solely for
the benefit of the Participants and not intended to create or grant any rights,
contractual or otherwise, to any other person or entity.
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Article IV
�,..:.- Miscellaneous Provisions
Section 4.1 Insurance Responsibility: The NCTRCA shall insure against all
reasonable anticipated insurable liabilities. Certificates of insurance shall be provided
to all Participants and shall name them as additional insureds. All insurance shall be
written by an insurance company authorized to do business in Texas and shall be in
form and content satisfactory to the Participants. All insurance shall be provided by
insurance companies with a Best's Rating of A- or better. Policies and/or certificates
shall specifically provide that a thirty (30 day notice of cancellation, non-renewal or
material change shal� be sent to the NCTRCA Director and to all additional insureds.
Section 4.2 Procurement Authority of the NCTRCA; Procurement and
contracting conducted by the NCTRCA, or on behalf of the NCTRCA by the Staff
Director, will follow procedures established by the Board of Directors.
Section 4.3 Powers Reserved to the Local Government: Each Participant to this
Agreement reserves the right to review any certification (including all associated
documentation related thereto) of a DBE, MBE and/or WBE by the NCTRCA and to
accept or reject any such certification based upon the terms and conditions of its
specific D/M/WBE programs, as appropriate.
° Section 4.4 Rights Reserved to Grantor/OversightAgencies: Inasmuch as each
Participant may be the recipient of State of Texas or Federal (i.e., Department of
Transportation, Urban Mass Transportation Administration, Federal Aviation
Administration) financial assistance grants or loans, such Grantor will have the right
to review, audit and inspect any and all records relating to the certification of
D/M/WBEs under this Agreement.
Section 4.5 Conflict of Interest: No officer or employee of any Participant shall
have any financial interest, direct or indirect, in this Agreement or the financial
proceeds thereof.
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Section 4.6 Venue and Governing Law: the predominant obligations of the
parties to this Agreement are performable in both Dallas and Tarrant Counties, Texas,
and exclusive venue for any legal action in connection with this Agreement shall lie
in either Dallas or Tarrant County, Texas. This Agreement shall be governed by, and
construed in accordance with, the laws and court decisions of the State of Texas.
Section 4.7 Legal Construction: In case any one or more of the provisions
contained in this Agreement shall for nay reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability shall not
affect any other provision(s) hereof, and this Agreement shall be considered as if such
invalid, illegal or unenforceable provision(s) had never been contained in this
Agreement. .
Section 4.8 Captions: The captions to various clauses to this Agreement are
for informational purposes only and shall not alter the substance of the terms and
conditions of the Agreement.
Section 4.9 Entire Agreement: This Agreement embodies the complete Agreement
of the parties hereto relating to the matters contained therein, and cannot be modified
except as provided herein by written addendum or agreement of the Participants.
Section 5.0 Execution in Counterparts. This Agreement may be executed in
� - counterparts by the execution of a separate signature page by each Participant,
indicating the date of the actual execution by each Participant, and, after full
execution hereof in such manner, the same shall be deemed to be one and the same
instrument.
At least one (1 ) original signed copy shall be forwarded to the NCTRCA office(s)
where it will be kept on file for the benefit of the Participants.
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On behalf of the City of Grapevine, Texas, i acknowledge that the City of Grapevine,
Texas will
be a Participant in this Agreement and that the City of Grapevine, Texas' contribution
as a
participant under Section 3.1 for the 1994 Fiscal Year shall be 52,500.
Executed by the below named Participant by its undersigned officers on the 7th
day of
December, 1993.
CITY OF GRAPEVINE, TEXAS
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Trent Petty, City M ger
ATTEST:
by ^
Linda
City Secretary
City of Grapevine. Texas
APPROVED BY COUNCIL l��'7 �93
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