4/7/09 I. PURPOSE OF AGREEMENT

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1 4/7/09 HEART OF TEXAS PARTNERSHIP AGREEMENT Between The Heart of Texas Workforce Development Board, Inc. and Chief Elected Officials For The Heart of Texas Workforce Development Area WHEREAS, the Heart of Texas Workforce Development Board, as duly certified by the Governor of the State of Texas on April 3, 1997, is recognized as the entity in the Heart of Texas Workforce Development Area, hereafter referred to as Area, with responsibility to provide policy planning, oversight, and evaluation for programs funded through the Texas Workforce Commission; and WHEREAS, Heart of Texas Workforce Development Board, Inc. (referred to herein as the Board ) was incorporated on May 13, 2008, as permitted by Section of the Texas Government Code, so that such corporation has succeeded the unincorporated Heart of Texas Workforce Development Board for all legal intents and purposes, and WHEREAS, pursuant to Section (g) of the Texas Government Code, it is necessary for the Chief Elected Officials (sometimes referred to as the CEOs ) and the Board to enter into a partnership agreement, setting forth the roles, responsibilities, relationships, and functions of each party hereto as well as the Fiscal Agent and Administrative Agent for the Board and to determine procedures for the development of the local workforce development plan; and WHEREAS, the CEOs who are required to be parties to this agreement, established a procedure to select a Lead CEO and the Lead CEO is authorized to enter into this agreement on their behalf. NOW, THEREFORE, IN CONSIDERATION OF THE ABOVE PREMISES, BE IT RESOLVED, THAT THE PARTIES HERETO AGREE TO SET FORTH ROLES, RESPONSIBILITIES, RELATIONSHIPS, AND FUNCTIONS AS FOLLOWS: I. PURPOSE OF AGREEMENT The Board will design and implement a locally delivered workforce development system which will strive to enable government, business, education, and labor to provide the Heart of Texas Workforce Development Area with a highly skilled workforce. The Board will move toward the goals of integration of resources and programs, sustained and meaningful involvement of the private sector, and a training and education system that serves the needs of both employers and employed of the Area. The purpose of this partnership agreement is to delineate the authority, roles and responsibilities of the Board and the Chief Elected Officials and to determine the procedures for developing the local workforce plan. { DOC / 15} -1-

2 II. AUTHORITY, ROLES, RESPONSIBILITIES It is the joint authority and responsibility of both the Board and CEOs to provide procedures for an effective plan for workforce training and services to the Heart of Texas Workforce Development Area. It is the shared responsibility and authority of the Board and CEOs to develop procedures and a workforce plan to stimulate the active, effective participation of all sectors of the Board in developing an effective and integrated workforce system. The Board will be responsible for the administration and oversight of the programs and the Board and CEOs together will be responsible for selecting the Fiscal Agent and Administrative Agent, and for the planning and evaluation of the system. A. CHIEF ELECTED OFFICIALS 1. BOARD APPOINTMENTS AND CERTAIN DUTIES The CEOs will be responsible for appointment of Directors to the Board. CEOs will select community leaders from their jurisdictions to serve as Board Directors who will create working relationships and carry out the local vision. Appointment of Board Directors will be consistent with applicable state and federal laws and regulations. The number of Directors will range from to be fixed by the CEOs, with each county receiving at least one representative. Board Directors will consist of representatives from the following sectors: Private Sector Organized Labor and CBO Educational Agencies Public Employment Services (TWC) Vocational Rehabilitation Agencies Public Assistance Agencies Economic Development Agencies Adult Basic/Continuing Education Agencies Local Literacy Councils At least one Director must have expertise in child care or early childhood education. At least one Director must be a veteran. Director Appointments will be made by the CEOs. Directors will serve fixed and staggered three (3) year terms of office. { DOC / 15} -2-

3 In order to continue to serve as a Director, Directors must be reappointed in the same manner as the original appointment when their term expires. Reappointment will be at the discretion of the CEOs. Any vacancy in the membership of the Directors will be filled in the same manner as the original appointment. Appointees to vacant positions will serve until the end of the vacated term. Any Director may be removed by a majority vote of the CEOs, with or without cause, as permitted by and in accordance with the laws of this state. The CEOs will be responsible for selecting the designated elected official to serve as ex-officio non-voting member of the Board of Directors. The CEOs will be responsible for meeting as needed (at least quarterly) to review any modifications to the local plan provided to them by the Board, evaluate workforce activities, and discuss any changes that need to be made. To keep informed on Board activities, CEOs will be provided information as outlined in the Board section of this agreement. Resources allocated to the Board will be distributed based upon unemployment rates, levels of poverty, minority and total population figures, workforce training needs, literacy levels, and educational needs on a proportionate basis as agreed upon by the Board and the CEOs. Resources will be allocated in amounts, as available, to be effective for the particular program(s) in question, based upon each particular program. 2. PROCEDURES FOR DEVELOPMENT OF LOCAL PLAN The Board, in consultation with the CEOs, will be responsible for developing a single plan for the delivery of workforce training and services that include a strategic and operational component as required by Texas Senate Bill 642 and HB 1863, and includes the training plan required by WIA federal law, and any TWC rules. In addition to the final plan, the CEOs will be given periodic status reports during the development of the plan. The Board, along with the CEOs, will be ultimately responsible for the final approval of the local plan. As part of the approval of the plan, the Board and CEOs will also approve each year s H.B.1 budget. { DOC / 15} -3-

4 B. WORKFORCE DEVELOPMENT BOARD DESIGNATION AS ADMINISTRATIVE AGENT 1. The Board is hereby designated as the Administrative Agent and will carry out the roles and responsibilities associated with this function for the Heart of Texas Workforce Development Area. 2. As Administrative Agent, the Board will be responsible for the management and administration of Workforce Development activities and implementation of Board plans. 3. The Administrative Agent is responsible for staffing, procuring, and maintaining office space for the Administrative functions of the Board. 4. The Administrative Staff shall be under the direction of, and report to, the Board and will provide regular administrative reports to the CEOs, in the format and containing information as reasonably requested, together with support for their workforce functions. The Board shall be primarily responsible for developing and making policy decisions, and the Executive Director of the Board shall be responsible to the Board for day to day operations, and implementation of Board policy decisions. In that regard the Board agrees to communicate initially with the Executive Director of the Workforce Development Board or his designee(s), and not interfere in the day to day operations of the Administrative Staff. 5. The Administrative Agent shall provide for the procurement and maintenance of insurance coverage for the Board, Directors, and CEOs, against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the Board Directors, and/or CEOs duties. Such insurance or coverage shall be maintained in full force and effect, without lapse or gaps, for the duration of the Board s existence. 6. The Administrative Agent shall also provide for insurance or bonds providing coverage, to the extent reasonably available, for the Board, Directors, and the CEOs against the types of events that might give rise to disallowed costs. In addition to its duties as Administrative Agent, the Board will carry out and comply with all applicable laws and regulations, including the responsibilities as assigned in SB 642, amended by HB 1863, current federal WIA law as amended, and any subsequent legislation granting authority to a local private sector led Board for workforce development. { DOC / 15} -4-

5 The Board will: 1. Hire or appoint the Executive Director of the Board who will advise the Board regarding staffing needs and requirements for the Board. 2. Collect program data necessary for management and evaluation of program sub-contractors. 3. Provide policy guidance on matters pertaining to the provision of services under state and federal law. 4. Elect a Board chair from Directors representing the private sector. The Board chair and other officers will be elected by majority vote of the Directors and serve one year terms of office. A quorum for other voting purposes is defined as one-third of Directors excluding vacancies. 5. Establish a business services unit that markets workforce services to businesses in the area. 6. Solicit additional funds from other sources, both public and private, but not solicit funds from an entity with whom the Board contracts for the delivery of services. 7. Develop the local workforce plan in consultation with the CEOs. 8. Develop local procedure and/or implement any state procedures to prevent misuse of funds by subcontractors, subgrantees, and other recipients. 9. Perform audits of funds required under legislation, resolution of any questions arising from said audits, and report all results of the audit to the CEOs. 10. As provided in Article IV, approve an annual budget to be included in the plan for approval by the CEOs. 11. Assume the functions and responsibilities of local workforce development advisory boards, councils, and committees authorized by federal or state laws, including but not limited to private industry councils, quality workforce planning committees, job service employer committees, and local general vocational program advisory committees. 12. Monitor and evaluate the effectiveness of the workforce centers, state agencies and other contractors providing workforce training and services, and vocational and technical education programs operated by local education agencies and institutions of higher education to ensure that performance is consistent with state and local goals and objectives (this { DOC / 15} -5-

6 includes approving the termination of any contract or program if not meeting programmatic or regulatory standards). 13. The Chair or Board staff will send the CEOs written reports summarizing Board and workforce center activities, including planning, administration, monitoring, evaluation, and financial activities; Board meeting minutes; copies of all annual and audit reports; and any other information as requested by the CEOs. Such reports shall be made to the CEOs at quarterly meetings, and/or as more frequently requested by the CEOs. 14. Review, verify, modify, and use labor market information developed through the state s labor market information system to identify occupation-specific labor demand in the Area. 15. Maintain (on behalf of both the Board and the CEOs) program oversight over youth, local employment, and workforce programs administered by the Board. 16. Promote cooperation and coordination among public organizations, community organizations, and private businesses providing workforce development services. 17. Represent the Board in any meetings, conferences, negotiations, or other activities deemed appropriate for the proper administration of the programs. 18. Ensure that employment services are provided for persons seeking employment in the Area. The Board is responsible for contracting with an appropriate entity for the provision of the services. 19. Design creative programs that fit the unique characteristics and needs of the Area (draw on and unite the resources of the local community and determine and meet the needs of the local service populations, businesses, and industries) submitting a written proposal for approval of the programs to the Texas Workforce Commission or elsewhere. 20. Adopt programs to enhance the ability of recipients of financial assistance and services under Chapter 31, Human Resources Code, who are eligible to participate in the CHOICES training program to obtain and retain gainful employment. 21. Function in accordance with all other responsibilities in applicable state and federal laws and in accordance with the established Board by-laws, policies and plan. 22. Select (in agreement with the CEOs) a Fiscal Agent. Specific responsibilities of the Fiscal Agent shall be as provided in Article II C { DOC / 15} -6-

7 hereof and may be further defined in an agreement to be entered between the Board and the Fiscal Agent. The Board shall carry out its functions under this Section II B either directly or through contracts with third parties. The Board acknowledges the CEOs reliance upon the Board to carry out such activities. All obligations of the Board under this Agreement are those of the legal entity which is the Board, and are not the obligations of the individual directors except as provided below. A Director or former Director will not be held personally liable for any claim, damage, loss, or repayment obligation of federal or state funds that arise by reason of law unless the act or omission that causes the claim, damage, loss, or repayment obligation constitutes official misconduct on the part of such Director, willful disregard of the requirements of law on the part of such Director, or gross negligence on the part of such Director. This limitation on liability shall not apply to claims against a Director or former Director in his or her capacity as a vendor to the Board. C. FISCAL AGENT 1. Education Service Center Region 12 (sometimes referred to as Region 12 ) is hereby designated as the Grant Recipient and Fiscal Agent and will carry out the roles and responsibilities associated with this function for the Heart of Texas Workforce Development Board. 2. The Fiscal Agent shall function in accordance with all other responsibilities in applicable state and federal laws and in accordance with the established Board by-laws, policies and plans. III. RESPONSIBILITIES FOR DISALLOWED COSTS: Responsibilities for disallowed costs will be as follows: First Priority: recover funds from the primary contractor to the extent allowed by law; Second Priority: recover funds from the sub-contractor(s) or service provider(s) incurring the liability; Third Priority: recover funds from an insurance carrier or bond issuer; Fourth Priority: recover funds from the Fiscal Agent (if the liability arises from the act or omission of the Fiscal Agent), or from the Board as Administrative Agent (if the liability arises from the act or omission of the Board as Administrative Agent), with funds to the extent allowed by law; Fifth Priority: recover funds from the Board for the Board s breach of contract, misconduct, willful disregard of the law, or gross negligence, or (i) for expenditures which the Fiscal Agent informs the Board will be disallowed, but (ii) the Board instructs the Fiscal Agent to pay anyway; { DOC / 15} -7-

8 Sixth Priority: allocate liability to the Chief Elected Officials on a pro-rata basis according to the funds distributed to the local governments when they may, to the extent allowed by law, be the last resort for outstanding Board liabilities. IV. BUDGET APPROVAL AND AMENDMENTS Each fiscal year s proposed Operational budget shall first be approved by the Board. The Board shall submit each fiscal year s proposed budget sufficiently in advance of the beginning of such fiscal year to allow the CEOs a meaningful review period, to be not less than thirty days in advance of submitting the budget to the Texas Workforce Commission. The proposed budget shall contain all information available to the Board at the time it is delivered to the CEOs. All further changes in the budget after submission to the CEOs shall be deemed an amendment. The following require the approval of the CEOs: (a) (b) The proposed Operational budget for each fiscal year; All contracts of the Board requiring expenditures in more than one fiscal year. Other amendments shall not require CEO approval, but the Board shall report all such other amendments to the CEOs at the next CEO meeting after the amendments are made, and such amendments shall be deemed approved amendments to the budget. Notwithstanding the above, if additional funds are to be made available to the Board, and if there is not time to gain the approval of the CEOs as a group, the Board may agree to receive such funds, and to participate in the applicable program(s), as a binding obligation of the Board. In such event the Board shall immediately notify the CEOs, and further shall report the additional funding to the CEOs as a group at their next CEO meeting. The Board may not incur obligations which are not funded as a part of the approved budget or properly approved amendments, except as provided above. V. ACCOMMODATING CHANGE Any disputes between the parties to this agreement will be resolved by mutually satisfactory negotiation. In the event of unresolvable issues of disagreement between the Board and CEOs, and such disagreement proves contrary to the success of the program, both parties agree to mediation. Issues unresolved by mediation will be submitted to a three-member panel consisting of a Board representative, a CEO representative, and an impartial third party representative, acceptable to both the Board and the CEOs for final resolution. { DOC / 15} -8-

9 VI. GENERAL PROVISIONS This agreement may be amended by the request of any party hereto, consistent with law, through written agreement by all parties hereto. The terms of this agreement are effective from the date of signing until superseded, canceled or revised. This agreement will terminate if either party provides written notification to the other of its intention to terminate at least 90 days prior to the end of a program year and shall take effect only at the end of a program cycle. This agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understanding or written or oral agreement between the parties respecting and within subject matter. In addition, no other agreement, assertion, statement, understanding or other commitment occurring during the term of this agreement, or subsequent thereto, shall have any legal force or effect whatsoever unless properly executed in writing and, if appropriate, recorded as an addendum to, or amendment of, this agreement. { DOC / 15} -9-

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