PREFACE

This Agreement is entered into and by the Central Texas Workforce Board, hereinafter "the Corporation" and the Central Texas Chief Elected Officials' Consortium Board, hereinafter "the CEO Consortium Board," composed of the seven (7) local elected officials (county judges) of the counties of Bell, Coryell, Hamilton, Lampasas, Mills, Milam and San Saba and the mayors of the cities of Killeen and Temple.

WHEREAS, the Corporation, as duly certified by the Governor of the State of Texas on July 22, 1996, is recognized as the entity in the Central Texas Local Workforce Development Area (LWDA), with responsibility to provide policy planning, oversight, and evaluation for programs funded through the Texas Workforce Commission; and

WHEREAS, pursuant to Texas Government Code Chapter 2308, it is necessary for the Corporation and the CEO Consortium Board to enter into a partnership agreement, setting forth the roles, responsibilities, relationships, and functions of each party hereto as well as the Grant Recipient and Administrative Entity for the LWDA and to determine procedures for the development of the local workforce plan; and

WHEREAS, the Chair has been duly elected by the members of the Central Texas Corporation to serve as the authorized representative to enter into this agreement on their behalf; and

WHEREAS, the CEO Consortium Board has elected its Chair who has signatory authority and serves with all rights and privileges thereunto appertaining;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the undersigned parties do hereby attest and agree to set forth roles, responsibilities, relationships, and functions as follows:

TERM OF AGREEMENT

This agreement shall have full force and effect for the period July 1, 2004 through June 30, 2006 and will be automatically renewed each planning cycle, unless either the Corporation or the CEO Consortium Board notifies in writing, the other party, not less than ninety (90) days before the end of the term, of its intent to terminate or re-negotiate this agreement. In the event of such intent, this agreement will remain in force and effect until such time as a new agreement is negotiated and duly executed. Either party may propose amendments to this agreement at any time. However, such amendments will require approval of the CEO Consortium Board and approval by majority vote of the Corporation's Board of Directors. Amendments will take effect only upon a majority vote of the Corporation's Board of Directors approving the amendment and the affixation of signatures of both the Corporation's Chairman and the Chair of the CEO Consortium Board. Approved amendments shall be submitted to the Texas Workforce Commission for proper recording. This agreement supersedes any and all other agreements between the parties.

II.

PURPOSE OF AGREEMENT

The Corporation will design and implement a locally delivered workforce development system which will enable government, business, education, and labor to provide the Central Texas LWDA with a highly skilled workforce. The Corporation 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 residents of the LWDA.

III.

AUTHORITY, ROLES AND RESPONSIBILITIES

It is the joint and mutual authority and responsibility of each party to ensure an effective workforce consolidation service delivery that provides a beneficial mix of program options to eligible citizens and participating employers of the workforce area.

A. The Corporation's Board of Directors

During the term of this agreement, the Corporation’s Board of Directors will assume the roles and responsibilities designated under workforce legislation and its corporate by-laws including, but not limited to, the following:

1. Have and provide policy guidance for, and exercise independent oversight (reviewing, monitoring, and evaluating) with respect to, activities under the workforce development operational plans and other plans as required in partnership with the unit(s) of general local government (s) within the workforce area;

2. Determine procedures for the development of the workforce plan;

3. Select jointly, and pursuant to agreement with the Chief Elected Officials, a fiscal agent;

4. Prepare and approve a budget for itself, soliciting and accepting contributions and grants from other public and private sources, and hire a staff;

5. Establish itself as "the" catalyst for workforce development initiatives and provide community leadership to ensure that workforce development programs address and support the needs of the business community;

6. Solicit and encourage local business participation in workforce development and related programs and activities;

7. Facilitate and encourage program coordination with other agencies and human service deliverers to enhance workforce development and opportunities;

8. Establish skill level guidelines for occupational and technical skills training;

9. Develop and implement strategic goals for Workforce Investment Act Adult, Dislocated Worker, and Youth programs; Wagner Peyser Employment Services; Temporary Assistance for Needy Families, Choices; Food Stamps Employment & Training; Child Care Services; Reintegration of Offenders; Veterans Services; Trade Adjustment Assistance; and other formula funded or self-initiated programs, and oversee systems to assure program effectiveness;

10. Approve Fiscal Agent workforce plans, budgets and allocations;

11. Approve the selection of service providers that will provide workforce services;

12. Conduct its affairs and responsibilities consistent with the federal/state legislation, implementing regulations, State policy, and the Corporation's by-laws.

13. 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.

14. Monitor and evaluate the effectiveness of the Central Texas 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 includes approving the termination of any contract or program if not meeting programmatic or regulatory standards).

15. Review, verify, modify, distribute and use labor market information developed through the state's labor market information system to identify occupation-specific labor demand in the LWDA.

16. Prepare and submit the Workforce Plan as required by legislation with approval by the required parties prior to its submission to the Governor and State;

17. Pursuant to the requirements of workforce legislation and/or at the Board's discretion, establish and conduct routine monitoring and review of internal fiscal, administrative and programmatic controls, contracts, subcontracts, program accomplishments and effectiveness in furtherance of the Corporation's goals and objectives;

18. Ensure the procurement of state-of-the-art technical assistance and training for the Corporation's Board of Directors, its designated professional staff, and workforce center staff, to facilitate the goals of meeting/exceeding federal and state mandates of the workforce legislation;

19. Establish procedures and guidelines for determination and verification of customer eligibility as prescribed under workforce legislation;

20. Collect program data necessary for the management, operation, evaluation and preparation of required reports;

21. Prepare on an annual basis a Return on Investment Report.

B. The CEO Consortium Board

During the term of this agreement, the CEO Consortium Board, agrees to fulfill and execute its expressed roles and responsibilities as enunciated under the workforce legislation and consistent with and subject to its Interlocal Agreement, including but not limited to, the following:

1. Process to the appropriate State agency appointment of members to the Corporation's Board of Directors. Appointment of LWDB members will be consistent with state and federal laws, including Texas Government Code Chapter 2308, the federal Workforce Investment Act, and any applicable Texas Workforce Commission rules;

2. Approve, with the Corporation's Board of Directors, of the workforce plan;

3. Assist in definition of program goals, objectives and training needs consistent with the workforce legislation and the economic development objectives of the workforce area to include a focus on rural services;

4. Serve as ex-officio members of the Corporation’s Board who are invited to all meetings and functions and who review program objectives and implementation of provisions of the workforce legislation and the workforce plan;

5. Collaborate with the Corporation’s Board staff on all matters relating to the programs and the workforce legislation;

6. Assist in communicating to the general public and business community the services, programs and accomplishments of the Corporation;

and, in conjunction with the Corporation’s Board of Directors, further agrees to:

7. Approve, either collectively if time limitations permit or through its Chair, all program, fiscal or other items of an active nature that require concurrent approval with the Corporation and the Consortium Board;

8. Conduct its affairs, responsibilities and duties consistent with the provisions of the workforce legislation, implementing regulations, State policy, and its Interlocal Agreement.

C. The Fiscal Agent

During the term of this agreement it is hereby mutually agreed between the parties that the Central Texas Council of Governments (CTCOG), will be designated the Corporation's Fiscal Agent. CTCOG will assume and execute the specific roles, responsibilities and duties associated with this designation consistent with the workforce legislation, including but not limited to the following:

1. Receive and account for all workforce funds received from the State of Texas;

2. Maintain accurate records on the receipt and disbursements of grant funds received from the State of Texas on behalf of the Corporation. Provide connectivity from the CTCOG accounting system to the Board fiscal staff for the purpose of extracting data to prepare monthly reports for the Board.

3. Enter into Master contract with State funding agency and other contracts as appropriate.

4. Within the time frames established by the Corporation's Board of Directors, respond to requests for specific data, information or corrective action in accordance with the legal and administrative requirements established under workforce legislation, its rules, and regulations, or as required or requested by the Chief Elected Officials Consortium or the Texas Workforce Commission.

5. Develop, implement and utilize updated, written procedures on routine financial and personnel matters affecting employees assigned to implementing workforce programs and services;

6. Pursuant to Board directive, develop, implement and execute subcontracts, when applicable, to ensure compliance and performance when obligating workforce funds;

7. Procure the appropriate legal and financial entities to audit the Corporation’s workforce funding as prescribed by legislation, the State of Texas or other appropriate authorities; such audit reports to be delivered directly to the Corporation Board of Directors; and

8. Collect and dispose of program income generated by the Corporation, the Central Texas Workforce Centers, and program activities pursuant to federal/state, corporate or other funding source policies and directives.

IV.

LIABILITIES

The Fiscal Agent, to include any subgrant recipients, shall be responsible for its own actions, and shall defend, indemnify and hold harmless to the full extent of the law, the parties to this agreement. The Fiscal Agent shall defend, indemnify and hold harmless each and every member of the Corporation's Board of Directors and the CEO Consortium Board from all liability arising from actions performed pursuant to this agreement.

In the event of subgrant recipients, the Fiscal Agent shall require such third-party recipients to assume liability for such third-party actions, and to defend and hold harmless the Corporation and the CEO Consortium Board from liabilities arising from the sub-recipient's actions.

CONFLICT RESOLUTION

In the event that the Corporation and the CEO Consortium Board cannot reach mutual assent and agreement on approval of the Workforce Plan or any other issue requiring joint approval as set forth under legislation and/or the implementing regulations, representatives of the Corporation's Board, exclusively, and representatives of the CEO Consortium Board, exclusively, shall meet to discuss issues/areas of disagreement in order to reach agreement finality.

Unresolved issues pertaining to the Workforce Plan or other issues requiring joint approval under workforce legislation shall be submitted to the binding arbitration of a three-member panel composed of one (1) representative of the Corporation's Board, one (1) representative of the CEO Consortium Board, and one (1) impartial third-party representative of the Governor's Office, acceptable to both the Corporation and the CEO Consortium Board. Decisions of this three-member panel are final.

VI.

ASSENT

By their execution of this agreement, all parties hereto recognize and agree that this writing clearly incorporates and represents the full understanding and agreement of their contemplated, articulated and expressed rights, duties and responsibilities as set forth and prescribed under the authority of Texas Government Code Chapter 2308.

IN WITNESS HEREOF, this Agreement is duly executed by the parties hereto:

for the

Central Texas Workforce Board