AG 2014-05-01 (Dispatch)
* * * * NOTICE OF MEETING * * * *
BOARD OF DIRECTORS OF THE
NORTH TEXAS EMERGENCY COMMUNICATIONS CENTER, INC.
THURSDAY, MAY 1, 2014
10:00 A.M.
FARMERS BRANCH CITY HALL, 2ND FLOOR
13000 WILLIAM DODSON PARKWAY CITY COUNCIL STUDY SESSION ROOM
FARMERS BRANCH, TEXAS 75234
AGENDA
1. Call to Order.
2. Consider Resolution No. 2014-001 Adopting the Bylaws of the North Texas Emergency
North Texas Emergency Communications Center, Inc.
3. Consider Resolution No. 2014-002 Electing the Officers of the North Texas Emergency
Communications Center, Inc.
4. Consider Resolution No. 2014-003 Establishing Times and Location for Regular Meetings
and Annual Meeting of the Board of Directors and Official Location for Posting of Notices
of Meetings Pursuant to the Texas Open Meetings Act.
5. Consider Resolution No. 2014-004 Authorizing an Interlocal Agreement with the Town of
Addison, the City of Carrollton, the City of Coppell, and the City of Farmers Branch
Relating to the Payment of Rent and Other Obligations in Lease Agreement with
CyrusOne, LLC.
6. Consider Resolution No. 2014-005 Approving the Signing of a Lease Agreement with
CyrusOne, LLC for Lease of Approximately 11,800 Square Feet in the Building Located at
1649 West Frankford Lane, Carrollton, Texas.
7. Consider Appointment of Interim Executive Director for the Corporation.
8. Consider Appointment of General Counsel for the Corporation.
NORTH TEXAS EMERGENCY COMMUNICATIONS CENTER, INC.
REGULAR MEETING AGENDA – MAY 1, 2014 PAGE 2
9. Consider Authorizing the Filing of an Application for an Assumed Name for the
Corporation.
10. Discuss Executive Director Recruitment and Selection Process.
11. Discuss Radio System Console Issue and Other Radio System Issues Related to
Consolidated Communications
12. Discussion of Human Resource Policies, Pay, and Benefit Recommendations.
13. Discuss Upcoming Meeting Dates and Possible Additional Meetings.
14. Adjourn
The Board reserves the right to go into closed executive session at any time during the
meeting pursuant to the Texas Government Code §551.071(2) to seek confidential legal
advice from the Corporation’s attorneys regarding any agenda item listed hereon.
CERTIFICATE - I certify that the above agenda giving notice of meeting was posted on the bulletin board at the
City Hall of _________________________________________, Texas on the__________ of
_______________________ at _____________.
________________________________________
City Secretary
This building is wheelchair accessible. Access to the building and special parking are available at the main
entrance facing William Dodson Parkway. For accommodations or sign interpretive services, please contact the
Farmers Branch City Secretary’s Office at least 72 hours in advance at 972-919-2503.
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RESOLUTION 2014-001
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE NORTH TEXAS
EMERGENCY COMMUNICATIONS CENTER, INC., ADOPTING THE
BYLAWS OF THE NORTH TEXAS EMERGENCY COMMUNICATIONS
CENTER, INC.; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Articles of Incorporation (“the Articles”) of the North Texas Emergency
Communications Center, Inc. (“the Corporation” or “NTECC”) have been filed with the Texas Secretary
of State, and a Certificate of Incorporation was issued effective March 27, 2014; and
WHEREAS, the Articles authorize the Board of Directors to adopt By-laws relating to the
operation and management of the Corporation; and
WHEREAS, the City Councils of the Town of Addison, City of Carrollton, City of Coppell, and
City of Farmers Branch, have each previously approved as to form by duly enacted resolutions the
proposed Bylaws for the Corporation as set forth in Exhibit “A” (“the Bylaws”) attached hereto and
incorporated herein by reference; and
WHEREAS, the Board of Directors of the Corporation have reviewed the Bylaws and find it to
be in the best interest of the Corporation to adopt the Bylaws;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
NORTH TEXAS EMERGENCY COMMUNICATIONS CENTER, INC., THAT:
SECTION 1. The Bylaws of the North Texas Emergency Communications Center, Inc.
attached hereto as Exhibit “A” shall be and the same are hereby adopted as the Bylaws of the
Corporation.
SECTION 4. This Resolution shall become effective immediately upon its passage.
DULY PASSED AND APPROVED BY THE BOARD OF DIRECTORS OF THE NORTH
TEXAS EMERGENCY COMMUNICATIONS CENTER, INC. THE 1ST DAY OF MAY, 2014.
APPROVED:
_________________________________
President
ATTEST:
_________________________________
Secretary
EXHIBIT “A” TO RESOLUTION 2014-001
BYLAWS OF THE
NORTH TEXAS EMERGENCY COMMUNICATIONS CENTER, INC.
A Texas Non-Profit Local Government Corporation created by and on behalf of the
Town of Addison, City of Carrollton, City of Coppell, and City of Farmers Branch, Texas
ARTICLE I
Corporate Purpose and Authority
1.01 Purpose. The Corporation is organized for the purpose of aiding, assisting, and
acting on behalf of the Town of Addison, the City of Carrollton, Texas, Texas, the City of
Coppell, Texas, and the City of Farmers Branch, Texas (collectively “the Cities” and each a
“City”) in the performance of their governmental functions to promote the common good and
general welfare of the Cities, without limitation, financing, constructing, owning, managing and
operating a regional public safety communications center (the “Facility”) on behalf of the Cities.
Subject to applicable state law and any contractual obligations of a City or the Corporation, a
City or the Cities may discontinue participation in the activities of the Corporation, or a non-
participating unit of local government, business, or individuals may join in the activities of the
Corporation, under procedures established in these Bylaws of the Corporation (the “Bylaws”).
The Corporation, with the prior written consent of the Cities or as may be provided by the
Bylaws, shall have the following powers to carry out the purposes of the Corporation, by and
through its Directors:
A. appoint an Executive Director and employ persons to carry out the
purposes of the Corporation;
B. issue debt or enter into and administer other contractual obligations to
carry out the purposes of the Corporation;
C. own, lease, maintain and dispose of real and personal property; and
D. contract with other cities, political subdivisions, units of governments, and
other persons and non-governmental entities.
1.02 Local Government Corporation. The Corporation is formed pursuant to the
provisions of Subchapter D of Chapter 431, Texas Transportation Code (the “Act”), as it now or
may hereafter be amended, and Chapter 394, Texas Local Government Code, which authorizes
the Corporation to assist and act on behalf of the Cities and to engage in activities in the
furtherance of the purposes for its creation.
1.03 Non-Profit Corporation. The Corporation shall have and exercise all of the
rights, powers, privileges, and functions given by the general laws of Texas to non-profit
corporations incorporated under the Act including, without limitation, the Texas Nonprofit
Corporation Law (Tex. Bus. Org. Code, Chapters 20 and 21 and the provisions of Title I thereof
to the extent applicable to non-profit corporations, as amended) or their successor.
EXHIBIT “A” TO RESOLUTION 2014-001
1.04 Powers of Non-Profit Corporation. The Corporation shall have all other powers
of a like or different nature not prohibited by law which are available to non-profit corporations
in Texas and which are necessary or useful to enable the Corporation to perform the purposes for
which it is created, including the power to issue bonds, notes or other obligations, and otherwise
exercise its borrowing power to accomplish the purposes for which it was created; provided,
however, that the Corporation shall not issue any bond, certificate, note or other obligation
evidenced by an instrument without the prior written consent of each of the Cities or as otherwise
allowed by these Bylaws.
1.05 Governmental Entity for Immunity. The Corporation is created as a local
government corporation pursuant to the Act and shall be a governmental unit within the meaning
of Subdivision (3), Section 101.001, Texas Civil Practice and Remedies Code. The operations of
the Corporation are governmental and not proprietary functions for all purposes, including for
purposes of the Texas Tort Claims Act, Section 101.001, et seq., Texas Civil Practice and
Remedies Code. The Corporation shall have the power to acquire land in accordance with the
Act as amended from time to time.
1.06 City Consent. References herein to the consent or written consent of a City shall
refer to an ordinance, resolution or order of the governing body of the City.
1.07 Other Units of Government. The Corporation may contract with a non-member
unit of government to provide services on behalf of such non-member unit of government.
1.08 Approved Projects. The Corporation, by and through its Board of Directors, may
approve capital improvements, services, or other projects consistent with the purposes of the
Corporation to assist the Cities in the performance of their governmental functions (each an
“Approved Project”). Each City shall have the right to elect not to participate in any Approved
Project and such City shall not be responsible for funding such Approved Project through any
required contribution agreement.
ARTICLE II
Board of Directors
2.01 Powers Vested in Board. All powers of the Corporation shall be vested in a Board
of Directors consisting of four (4) members (the “Board”) subject to the oversight of the Cities
and as otherwise provided in these Bylaws. The qualification, selection, terms, removal,
replacement, and resignation of the members of the Board of Directors of the Corporation
(“Director” or “Directors”) shall be governed by Article VI of the Certificate of Formation
(“Certificate”).
2.02 Initial Board and Transition. The initial directors of the Corporation (“Director”
or “Directors”) shall be those persons named in Article VIII of the Certificate. To provide for
terms which end at the end of a calendar month, each initial Director named in Article VIII of the
Certificate shall serve for the term prescribed therein. With respect to the initial Board, the terms
of the initial Directors shall commence on the date the Secretary of State has issued the
certificate of incorporation for the Corporation. Upon the expiration of the terms of office of the
EXHIBIT “A” TO RESOLUTION 2014-001
initial Directors, the subsequent Directors shall be appointed for a three (3) year term, or until his
or her successor is appointed by the entity authorized to appoint the Director; provided, however,
upon the death, resignation or removal of a Director, the entity responsible for that Director’s
appointment shall appoint a replacement Director to serve for the unexpired term of office of the
replaced Director.
2.03 Governing Documents. All other matters pertaining to the internal affairs of the
Corporation shall be governed by these Bylaws, so long as these Bylaws are not inconsistent
with the Certificate, and such other documents agreed to by the Cities and as the same may be
amended from time to time, or the laws of the State of Texas.
2.04 Voting Rights. All Directors shall have full and equal voting rights. All references
herein to an act, resolution or vote of the Directors shall refer to a vote of the Directors entitled to
vote on the matter as provided herein.
2.05 Meetings of Directors. The Directors may hold their meetings and may have an
office and keep the books of the Corporation at such place or places within Dallas County,
Texas, as the Board may from time to time determine; provided, however, in the absence of any
such determination, such place shall be the registered office of the Corporation in the State of
Texas. The Board shall meet in accordance with and file notice of each meeting of the Board for
the same length of time and in the same manner and location as is required under Chapter 551,
Texas Government Code (the “Open Meetings Act”); provided that the notice of each meeting of
the Board shall be posted on the official bulletin board designated by the Cities for the posting of
meetings of the Cities’ respective City Councils. The Corporation, the Board, and any committee
of the Board exercising the powers of the Board are subject to Chapter 552, Texas Government
Code (the “Public Information Act”).
2.06 Annual Meetings. The annual meeting of the Board shall be held at the time and
at the location in Dallas County, Texas, designated by the resolution of the Board for the
purposes of transacting such business as may be brought before the meeting.
2.07 Regular Meetings. Regular meetings of the Board shall be held at least quarterly
at such times and places as shall be designated, from time to time, by resolution of the Board.
2.08 Special and Emergency Meetings. Special and emergency meetings of the Board
shall be held whenever called by the President of the Board or the Secretary of the Board or by
any two (2) of the Directors who are serving duly appointed terms of office at the time the
meeting is called. A majority of the Board must be present for any special called or emergency
meeting. The Secretary shall give notice of each special meeting in person, by telephone,
facsimile, mail or email at least three (3) days before the meeting to each Director and to the
public in compliance with the Open Meetings Act. Notice of each emergency meeting shall also
be given in the manner required under the Open Meetings Act. An emergency meeting may only
be held when there is an emergency or an urgent public necessity exists and immediate action is
required of the Board because of an imminent threat to public health and safety, or a reasonably
unforeseeable situation. The agenda notice of the emergency meeting must be posted at least
two (2) hours before the meeting and clearly identify the emergency or urgent public necessity.
EXHIBIT “A” TO RESOLUTION 2014-001
The President, or the Board member who calls an emergency meeting must notify by telephone,
facsimile transmission, or electronic mail not later than one hour before the meeting those
members of the news media that have previously filed at the Corporation a request containing all
pertinent information for the special notice and has agreed to reimburse the Board for the cost of
providing the special notice. Unless otherwise indicated in the notice thereof, any and all matters
pertaining to the purposes of the Corporation may be considered and acted upon at a special
meeting to the same extent as they may be considered and acted upon in a regular meeting. At
any meeting at which every Director shall be present, even though without any notice, any matter
pertaining to the purposes of the Corporation may be considered and acted upon to the extent
allowed by the Open Meetings Act.
2.09 Quorum. A majority of the entire Board (three (3) Directors) shall constitute a
quorum for the consideration of matters pertaining to the purposes of the Corporation. If at any
meeting of the Board there is less than a quorum present, those present may adjourn the meeting.
The vote of a majority of the entire membership of the Board in favor of a motion, resolution, or
other act shall be required to constitute the act of the Board, unless the vote of a greater number
of Directors is required by law, by the Certificate of Formation, or by these Bylaws.
2.10 Assent Presumed Without Express Abstention or Dissent. A Director who is
present at a meeting of the Board at which any corporate action is taken shall be presumed to
have assented to such action unless such person’s dissent or abstention shall be entered in the
minutes of the meeting or unless such person shall file written dissent or abstention to such
action with the person acting as the secretary of the meeting before the adjournment thereof.
Such right to dissent or abstain shall not apply to a Director who voted in favor of the action.
2.11 Conduct of Business. At the meetings of the Board, matters pertaining to the
purpose of the Corporation shall be considered in such order as the Board may from time to time
determine. At all meetings of the Board, the President shall preside, and in the absence of the
President, the Vice President shall preside. The Secretary of the Corporation shall act as
secretary of all meetings of the Board, but in the absence of the Secretary, the presiding officer
may appoint any person to act as secretary of the meeting.
2.12 Executive Committee, Other Committees. The Board may, by resolution passed
by a majority of the entire Board, designate two (2) or more Directors to constitute an executive
committee or other type of committee. In addition, the Board may appoint members of
Corporation staff and citizens and/or employees of the Cities to be members of a committee,
except for an Audit, Compensation or Governance Committee, which committees may only be
composed of Directors.
2.13 Power of Committees. Except to the extent provided in the authorizing resolution
for the committee and the Board-approved committee charter, a committee may not exercise the
authority of the Board. Each committee so designated shall keep regular minutes of the
transactions of its meetings, shall cause such minutes to be recorded in books kept for that
purpose in the office of the Corporation, and shall report the same to the Board from time to
time. Committees authorized to exercise the powers of the Board shall give notice of any
meeting in the manner required for a meeting of the Board.
EXHIBIT “A” TO RESOLUTION 2014-001
2.14 Compensation of Directors. Directors, as such, shall receive no salary or
compensation for their services as Directors; provided, however, Directors may be reimbursed
for reasonable and necessary expenses incurred in carrying out the Corporation’s purposes.
2.15 Operations Advisory Committee.
(a) Creation and Membership. The Operations Advisory Committee (“OAC”) is
created to serve in an advisory capacity to the Board of Directors. The OAC shall be composed
of the chief or his/her designee from each police department and fire department of each City. In
addition, the Executive Director shall be an ex-officio non-voting member of the OAC with the
right to receive notice of, attend, and participate in discussions and deliberations of all meetings
of the OAC.
(b) Committee Representatives. People serving on the OAC are referred to as
Representatives and shall serve without compensation from the Corporation.
(c) Alternates. Representatives to the OAC may designate one alternate to serve
when such Representative is absent or unable to serve provided that such alternates must have
operational responsibilities within their respective agencies.
(d) Powers. The OAC shall meet for the purpose of promoting interdisciplinary and
interagency collaboration and cooperation, information sharing, development and recommend to
the Board for approval Corporation operational policies and practices relating to the use of the
Facility for public safety communications, and such other matters as the Board may direct. The
OAC shall provide advice, information, and recommendations to both the Board and the
Executive Director.
(e) Quorum. A majority of the members of the OAC (or their alternates) shall
constitute a quorum. Representatives may participate and be considered present in meetings by
telephone conference or other comparable means.
(f) Voting. All actions and recommendations of the OAC shall be approved by
majority vote of those present and voting. Each person serving on the OAC shall have one vote.
(g) Officers. The OAC shall have two officers, a Chair and Vice-Chair. It will be the
function of the Chair to preside at the meetings of the OAC, and the Vice-Chair shall assume this
role in absence of the Chair. The officers shall be initially elected at the first meeting of the
OAC by majority vote of the Representatives on the OAC and shall serve until the completion of
the end of the first full fiscal year of the Corporation. Annually thereafter, the Vice Chair shall
assume the role of Chair and the OAC shall elect a new Vice-Chair. In the event of a vacancy in
the Chair position, the Vice-Chair shall assume the Chair for the balance of the term of the
departed Chair. In the event of a vacancy in the Vice-Chair position, the OAC shall elect a new
Vice-Chair to serve to the balance of the term of the departed Vice-Chair. An officer of the
OAC elected to fill the unexpired term of his or her predecessor shall not be precluded from
serving a full annual term of office following the end of such unexpired term.
EXHIBIT “A” TO RESOLUTION 2014-001
(h) Staffing. The Corporation, through the Executive Director, shall provide such
clerical and staffing support to the OAC as the Executive Director deems reasonable and
necessary to allow the OAC to perform its purposes or as otherwise determined by the Board.
(i) Meetings. The OAC shall meet monthly at a time and place designated by the
Chair of the OAC or by a majority of its Representatives. Not less than seven (7) days advance
notice of regular meetings shall be given, provided, however, it shall not be necessary to provide
advance notice of a regular meeting of the OAC if the OAC adopts a regular day and time each
month on which to hold its regular meetings. Special meetings may be called by the Chair of the
OAC or Representatives representing at least one-third of the total seats on the OAC and upon
giving all other Representatives not less than five (5) days prior notice of such meeting. In an
emergency, the OAC may dispense written notice requirements for special meetings, but must, in
good faith, implement best efforts to provide fair and reasonable notice to all Representatives.
2.16 Director’s Reliance on Consultant Information. A Director shall not be liable if,
while acting in good faith and with ordinary care, such person relies on information, opinions,
reports or statements, including financial statements and other financial data, concerning the
Corporation or another person that were prepared or presented by:
(a) one or more other officers or employees of the Corporation;
(b) an employee of a City;
(c) legal counsel, public accountants, or other persons as to matters the officer
reasonably believes are within the person’s professional or expert competence; or,
(d) a committee (including the OAC) of the Board of which the Director is not a
member.
2.17 Executive Director. The Board is authorized to hire an Executive Director who
shall serve at the pleasure of the Board. The Executive Director shall be the chief executive
officer of the Corporation and shall have the duties and powers as set forth in Article VI of these
Bylaws. The Board shall establish the compensation, and may establish duties and
responsibilities of the Executive Director in addition to those prescribed by Article VI of these
Bylaws. The hiring and/or removal of the Executive Director shall be by a majority vote of the
entire Board.
2.18 Attorneys and Consultants. The Board may employ attorneys, auditors, certified
accountants engineers, and such other professionals and consultants as may be required for the
purposes of the Corporation from time to time.
ARTICLE III
Officers
EXHIBIT “A” TO RESOLUTION 2014-001
3.01 Titles and Term of Office. The officers of the Corporation shall be a President,
one or more Vice Presidents, a Secretary, a Treasurer, and such other officers as the Board may
from time to time elect or appoint. Each officer shall be a current Director. One person may
hold more than one office, except the President shall not hold the office of Secretary. The term
of office for each officer shall be one (1) year and shall serve from October 1 through the
following September 30, except that such office shall terminate on the earlier of: (a) the date that
the officer is replaced by the Board; or (b) the date that the officer is no longer a member of the
Board.
All officers shall be appointed and subject to removal at anytime, with or without cause,
by a vote of a majority of the entire Board.
A vacancy in any office elected pursuant to this Article III shall be filled by a vote of a
majority of the entire Board.
3.02 Powers and Duties of the President. The President shall be a member of the
Board and shall preside at all meetings of the Board. Such person shall have such duties as are
assigned by the Board. The President may call special or emergency meetings of the Board. Any
special or emergency called meeting shall be called and conducted in accordance with Section
2.08 of these Bylaws. In furtherance of the purposes of the Corporation and subject to the
limitations contained in the Certificate, the President or Vice President may sign and execute all
bonds, notes, deeds, conveyances, franchises, assignments, mortgages, notes, contracts and other
obligations in the name of the Corporation. The President shall be an ex-officio member of all
committees.
3.03 Powers and Duties of the Vice President. A Vice President shall be a member of
the Board and shall have such powers and duties as may be assigned to such person by the Board
or the President, including the performance of the duties of the President upon the death,
absence, disability, or resignation of the President, or upon the President’s inability to perform
the duties of such office. Any action taken by the Vice President in the performance of the
duties of the President shall be conclusive evidence of the absence or inability to act of the
President at the time such action was taken.
3.04 Treasurer. The Treasurer shall have custody of all the funds and securities of the
Corporation which come into possession of the Corporation. When necessary or proper, the
Treasurer (i) may endorse, on behalf of the Corporation, for collection, checks, notes and other
obligations and shall deposit the same to the credit of the Corporation in such bank or banks or
depositories as shall be designated in the manner prescribed by the Board; (ii) may sign all
receipts and vouchers for payments made to the Corporation, either alone or jointly with such
other officer as is designated by the Board; (iii) shall enter or cause to be entered regularly in the
books of the Corporation to be kept by such person for that purpose full and accurate accounts of
all moneys received and paid out on account of the Corporation; (iv) shall perform all acts
incident to the position of Treasurer subject to the control of the Board; including the monitoring
and audit of all cash accounts whose existence must first be approved by the Board; and (v) shall,
if required by the Board, give such bond for the faithful discharge of his or her duties in such
form as the Board may require. The Corporation may contract with one or more of the Cities to
EXHIBIT “A” TO RESOLUTION 2014-001
provide financial services for the Corporation in deciding the performance of the duties of the
Treasurer set forth in this Section 3.04.
3.05 Secretary. The Secretary (i) shall keep the minutes of all meetings of the Board in
books provided for that purpose; (ii) shall attend to the giving and serving of all notices; (iii) in
furtherance of the purposes of the Corporation and subject to the limitations contained in the
Certificate of Formation, may sign with the President in the name of the Corporation and/or
attest the signatures thereof, all contracts, conveyances, franchises, bonds, deeds, assignments,
mortgages, notes and other instruments of the Corporation; (iv) shall have charge of the
Corporation’s books, records, documents and instruments, except the books of account and
financial records and securities of which the Treasurer shall have custody and charge, and such
other books and papers as the Board may direct, all of which shall at all reasonable times be open
to the inspection of any Director upon application at the office of the Corporation during
business hours; and, (v) shall in general perform all duties incident to the office of Secretary
subject to the control of the Board. Nothing in this Section 3.05 shall be construed as prohibiting
the Board or the Executive Director from providing to the Secretary such support as may be
reasonable and necessary to assist the Secretary in carrying out the duties set forth herein.
3.06. Compensation. Officers shall serve without compensation for their duties, but are
entitled to receive reimbursement for their reasonable expenses only in performing their
functions in accordance with any policies that may be adopted by the Board.
3.07 Officer’s Reliance on Consultant Information. In the discharge of a duty imposed
or power conferred on an officer of the Corporation, the officer may in good faith and with
ordinary care rely on information, opinions, reports, or statements, including financial statements
and other financial data, concerning the Corporation or another person that were prepared or
presented by:
(a) one or more other officers or employees of the Corporation, including members of
the Board;
(b) legal counsel, public accountants, or other persons as to matters the officer
reasonably believes are within the person’s professional or expert competence; or,
(c) an employee of one of the Cities.
ARTICLE IV
Financial Responsibilities
4.01 Audit. Not later than one hundred twenty (120) days after the close of each fiscal
year, the Board shall have an annual audit prepared by an independent auditor who is duly
licensed or certified as a public accountant in the State of Texas of the financial books and
records of the Corporation. The Corporation shall provide a copy of the completed audit to each
City not later than fifteen (15) days after its receipt by the Corporation.
EXHIBIT “A” TO RESOLUTION 2014-001
4.02 Capital Spending Authority: The Board may expend funds for capital
improvements in accordance with a capital improvement plan approved by the Board for the
current fiscal year budget as follows:
(a) Funds from the Cities shall be used for the purposes of the Corporation as
authorized and directed by the Cities.
(b) Funds from other sources, such as donations, may be used at the discretion of the
Board for capital purposes as long as the uses are consistent with the direction of the Cities and
are not reasonably expected by the Board to increase the operation and maintenance costs of the
Corporation above the limits established in Section 4.04, below, or have a capital cost greater
than $100,000.
(c) Proceeds of bonds, notes and other obligations shall be expended in accordance
with the terms of the resolution authorizing the issuance of such bonds, notes or other
obligations.
4.03 Issuance of Debt.
(a) The Corporation, with the approval of the Cities, is authorized to issue short-term
debt in the form of bonds, notes, and other obligations which by their terms mature and are
payable not later than one (1) year from their initial date of issuance. Where possible, the amount
and purpose of the short term debt shall be projected by the Corporation in its annual budget to
the Cities. Cities shall be given the first opportunity to provide these funds before the Board
incurs debt.
(b) The Corporation, with the approval of the Cities, is authorized to issue long-term
debt in the form of bonds, notes, and other obligations which by their terms mature and are
payable beyond one (1) year from their initial date of issuance. Long term debt may be issued to
finance capital improvements and costs related thereto, and to refund or refinance any
outstanding bonds, notes, or obligations issued or incurred by the Corporation, or for such other
reasons as may be approved by the Cities.
(c) Short-term debt as defined in Subsection (a) and long-term debt as defined in
Subsection (b) of this Section 4.03 may be issued only if:
(i) the issuance of said debt is approved by a majority of the entire Board; and
(ii) the issuance of said debt is approved by resolution or ordinance of the Cities.
(d) Any debt issuance approved by the Cities shall be paid from any source or sources
permitted by law including the income and revenue of the Corporation.
4.04 Increase of O&M Costs. Except for items mandated by changes in state or federal
law or regulation that could not reasonably have been anticipated prior to submission of the
Corporation’s annual budget to the Cities for review and comment, in the event any one or more
EXHIBIT “A” TO RESOLUTION 2014-001
items are added during a fiscal year that would increase or cause the annual operation and
maintenance costs to exceed ten percent (10%) above the budgeted amount for that year, the
Board must receive prior approval from the Cities prior to making that addition. Failure of a
City to reject, to ask for additional information regarding, or to request modification of, the
request on or before the thirtieth (30th) day after submission of the request to the City shall be
deemed an approval of the request by that City (and a request for additional information or for
modification may be provided by an employee of a City).
4.05 Fiscal Year. The fiscal year of the Corporation shall begin October 1 of each
year.
4.06 Annual Budget.
(a) No later than ninety (90) days prior to the beginning of each fiscal year, the Board
or the Executive Director (if the Corporation has employed an Executive Director) shall prepare,
or cause to be prepared, and approve a budget (the “Budget”) for the fiscal year. The Budget
must be approved by a majority vote of the entire Board. After approval by the Board, the
Budget shall be submitted to each City for approval. Failure of a City to reject, to ask for
additional information regarding, or to request modification of, the Budget approved by the
Board on or before the thirtieth (30th) day after submission of the Budget to the City shall be
deemed an approval of the Budget by that City (and a request for additional information or for
modification may be provided by an employee of a City).
(b) The Budget shall, at a minimum, include capital, operational, debt service and
project-specific expenditures and corresponding revenues. The Budget shall clearly indicate the
sources and purposes of revenues contributed by a City or a non-participating unit of
government.
(c) If the Board fails to approve the Budget, or if the Budget is not approved by each
City, then the Budget for the prior fiscal year shall be deemed approved.
(d) From time to time, the Board may undertake one or more projects related to the
purposes of the Corporation requiring the expenditure of funds not approved in the Annual
Budget with the approval of a quorum of the Board of Directors. While the Board may elect to
amend the Annual Budget for a particular project(s) related to the purposes of the Corporation,
such expenditures may not be undertaken in that regard unless or until an agreement with a City
or the non-member unit of government is executed with the Corporation, which shall contain at
least the following:
(i) the service(s) to be provided by the Corporation;
(ii) the method by which the Corporation intends to provide the service(s)
(i.e., the Corporation intends to contract with a private entity or perform the service(s)
itself, or some blending of the various methods);
(iii) the total cost of the project(s) to be undertaken by the Corporation;
EXHIBIT “A” TO RESOLUTION 2014-001
(iv) written agreement by the member and/or participating Cities to contribute
an agreed-upon portion of the stated project expenditures, along with the agreed-upon
portion being contributed by other member and/or participating Cities; and
(v) unless otherwise agreed by the Cities in the respective Interlocal
Cooperation Agreement, the share of the project expenditures will be evenly distributed
on a pro-rata population basis based on the most recent Decennial Census.
(e) A City not required to financially contribute or participate in any particular
project for which an annual budget amendment occurs, can “opt-in” or “opt-out” of any
particular project approved by the Board of Directors and the Cities.
4.07 Line Item Flexibility. The Executive Director has the authority to shift operation
and maintenance funds from one line item of the Budget to another without the approval of the
Board or the Cities. The Board, by a vote of at least three-fourths of the members of the entire
Board, has the authority to shift operation and maintenance funds from one line item of the
Budget to another without the approval of the Cities.
4.08 Reserve Fund. The Budget shall provide for one or more reserve funds for the
replacement of scheduled assets, for capital improvements and reasonable reserves for future
activities, debt, establishment of a capital reserve. Any unencumbered funds remaining at the
end of the fiscal year shall be converted to the Reserve Fund.
4.09 Other Funds. Other funds, such as unrestricted charitable donations, may be used
by the Board in accordance with the approved budget or, if not anticipated in the Budget, as the
Board directs, provided that the limitation set out in Section 4.04, above or a capital cost of
$100,000 is not exceeded.
4.10 Appropriations and Grants. The Corporation shall have the power to request and
accept any appropriations, grant, contribution, donation, or other form of aid from the federal
government, the State, any political subdivision, or municipality in the State, or from any other
source.
4.11 Sale or Transfer of Assets. The Corporation may not sell, transfer or assign real
property or permits of the Corporation, in whole or in part, without the approval of the Board.
After approval by the Board, the proposed sale, transfer or assignment of the assets (“the Asset
Transfer”) must be submitted to each City for approval. The Cities will approve or disapprove
the Asset Transfer in whole or in part. Failure of the Cities to reject the Asset Transfer approved
by the Board on or before the thirtieth (30th) day after submission to the Cities of the proposed
Asset Transfer shall be deemed an approval of the Asset Transfer. Notwithstanding the
foregoing, the Board shall not be required to obtain the consent of the Cities to sell, convey, or
transfer to a third party personal property of the Corporation determined by the Board to be
surplus and which has a depreciated unit value of less than $1000.00 per unit.
EXHIBIT “A” TO RESOLUTION 2014-001
ARTICLE V
Indemnification of Directors and Officers
5.01 Right to Indemnification. Subject to the limitations and conditions as provided in
this Article V and the Certificate, each person who was or is made a party, is threatened to be
made a party to, or is involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a
“proceeding”), or any appeal in such a proceeding or any inquiry or investigation that could lead
to such a proceeding, by reason of the fact that he or she, or a person of whom he or she is the
legal representative, is or was a Director or officer of the Corporation shall be indemnified by the
Corporation to the fullest extent permitted by the Texas Nonprofit Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification rights than said
law permitted the Corporation to provide prior to such amendment) against judgments, penalties
(including excise and similar taxes and punitive damages), fines, settlement and reasonable
expenses (including, without limitation, attorneys’ fees) actually incurred by such person in
connection with such proceeding, and indemnification under this Article V shall continue as to a
person who has ceased to serve in the capacity which initially entitled such person to indemnify
hereunder. The rights granted pursuant to this Article V shall be deemed contract rights, and no
amendment, modification or repeal of this Article V shall have the effect of limiting or denying
any such rights with respect to actions taken or proceedings arising prior to any such amendment,
modification or repeal. It is expressly acknowledged that the indemnification provided in this
Article V could involve indemnification for negligence or under theories of strict liability.
5.02 Advance Payment. The right to indemnification conferred in this Article V shall
include the right to be paid in advance or reimbursed by the Corporation the reasonable expenses
incurred by a person of the type entitled to be indemnified under Section 5.01 who was, is or is
threatened to be made a named defendant or respondent in a proceeding in advance of the final
disposition of the proceeding and without any determination as to the person’s ultimate
entitlement to indemnification; provided, however, that the payment of such expenses incurred
by any such person in advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of a written affirmation by such Director or officer of his or her good
faith belief that he or she has met the standard of conduct necessary for indemnification under
this Article V and a written undertaking, by or on behalf of such person, to repay all amounts so
advanced if it shall ultimately be determined that such indemnified person is not entitled to be
indemnified under this Article V or otherwise.
5.03 Indemnification of Employees and Agents. The Corporation, by adoption of a
resolution of the Board, may indemnify and advance expenses to an employee or agent of the
Corporation to the same extent and subject to the same conditions under which it may indemnify
and advance expenses to Directors and officers under this Article V; .
5.04 Appearance as a Witness. Notwithstanding any other provision of this Article V,
the Corporation may pay or reimburse expenses incurred by a Director or officer in connection
with his or her appearance as a witness or other participation in a proceeding involving the
EXHIBIT “A” TO RESOLUTION 2014-001
Corporation or its business at a time when he or she is not a named defendant or respondent in
the proceeding.
5.05 Non-exclusivity of Rights. The right to indemnification and the advancement and
payment of expenses conferred in this Article V shall not be exclusive of any other right which a
Director or officer or other person indemnified pursuant to Section 5.03 of this Article V may
have or hereafter acquire under any law (common or statutory), provision of the Certificate or
these Bylaws, agreement or disinterested Directors or otherwise.
5.06 Insurance. The Corporation may purchase and maintain insurance, at its expense,
to protect itself and any person who is or was serving as a Director, officer, employee or agent of
the Corporation or is or was serving at the request of the Corporation as a Director, officer,
partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or
domestic corporation, partnership, joint venture, proprietorship, employee benefit plan, trust or
other enterprise against any expense, liability or loss, whether or not the Corporation would have
the power to indemnify such person against such expense, liability or loss under this Article V.
5.07 Notification. Any indemnification of or advance of expenses to a Director or
officer in accordance with this Article V shall be reported in writing to the members of the Board
with or before the notice of the next regular meeting of the Board and, in any case, within the
ninety (90) day period immediately following the date of the indemnification or advance
notification.
5.08 Savings Clause. If this Article V or any portion hereof shall be invalidated on any
ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify
and hold harmless each Director, officer or any other person indemnified pursuant to this Article
V as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts
paid in settlement with respect to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, to the full extent permitted by any applicable portion of this
Article V that shall not have been invalidated and to the fullest extent permitted by applicable
law.
ARTICLE VI
Executive Director; Employees
6.01 Powers and Duties of the Executive Director.
(a) Chief Executive. The Executive Director shall be the chief executive officer of the
Corporation and, subject to the control of the Board, shall be in general charge of the properties
and affairs of the Corporation. The Executive Director has management and control of the
properties and operations of the Corporation, including the powers of a general manager. The
Executive Director shall be an ex-officio of all Board committees, except the Audit Committee.
The Executive Director will be responsible for implementing all orders and resolutions of the
Board, and all other powers that are not specifically reserved to the Directors or Cities will be
EXHIBIT “A” TO RESOLUTION 2014-001
executed by the Executive Director within the general guidelines and policies of the Board and
Cities.
(b) Responsible for hiring and supervision of Employees. The Executive Director
shall be responsible for hiring and terminating the employees of the Corporation. All employees
hired by the Executive Director shall be terminable at-will and not be provided any term or
promise of employment.
(c) Spending Authority. The Executive Director is authorized to approve
expenditures, make purchases, and enter into contracts on behalf of the Corporation which
require an expenditure not to exceed $50,000 without Board approval as long as funds are
budgeted and are available for the expenditure.
(d) Annual Budget. The Executive Director is responsible for the preparation of the
Corporation’s annual budget.
(e) Annual Business Plan. The Executive Director shall prepare a Corporation
business plan (the “Business Plan”) on an annual basis for review and approval by the Board.
The Business Plan shall include such items and matters required by the Board and, at a
minimum, shall include the following: (i) performance measures and benchmarks; and (ii)
possible future activities.
6.02 Corporation Employees.
(a) The Executive Director shall be a full time employment position of the
Corporation, except that the Board may contract with a person or entity as an independent
contractor to serve as an Executive Director.
(b) The Corporation may contract with any one or more of the Cities for utilization of
employees of such City. The Corporation may, without compensation, use the services of
employees of a City with the prior written consent of the applicable City Manager. The Board is
authorized to employ or contract for project-specific personnel to manage or operate a service
provided by the Corporation.
ARTICLE VII
Code of Ethics
7.01 Policy and Purposes.
(a) It is the policy of the Corporation that Directors and officers conduct themselves
in a manner consistent with sound business and ethical practices; that the public interest always
be considered in conducting corporate business; that the appearance of impropriety be avoided to
ensure and maintain public confidence in the Corporation; and that the Board establish policies
to control and manage the affairs of the Corporation fairly, impartially, and without
discrimination.
EXHIBIT “A” TO RESOLUTION 2014-001
(b) This Code of Ethics has been adopted as part of the Corporation’s Bylaws for the
following purposes: (a) to encourage high ethical standards in official conduct by Directors and
corporate officers; and (b) to establish guidelines for such ethical standards of conduct.
7.02 Conflicts of Interest
(a) Abide by State and Criminal Laws for Public Officers. All Directors, Officers and
employees shall abide by the state civil and criminal laws regarding conflict of interest, official
misconduct and other regulations and restrictions involving their official duties.
(b) Disclosure and Abstention. It is the intent of these Bylaws that the Directors, Executive
Director and Officers shall take all steps to avoid the appearance of impropriety in the conduct of
their affairs on behalf of the Corporation. This includes not engaging in any conduct or business
that may be deemed to compromise their independent judgment in executing their duties as
Corporation officials. In the event that a Director, officer, or the Executive Director has any
financial or equitable interest, direct or indirect, in a transaction that comes before the Board, or
a committee or the Executive Director, the affected Director or officer, must:
(i) disclose that interest in writing and file it with the Board Secretary; and,
(ii) refrain from discussing or voting on the same.
(c) Restrictions on Executive Director. The Executive Director is precluded from
having any financial or equitable interest in any contract, service (other than such person’s
employment) or acquisition that is subject to such person’s approval or that the subordinates of
the Executive Director may approve or monitor.
(d) Definition of Financial Interest/Relative. The “financial or equitable interest”
contemplated under (b) and (c) of this Section requires that the affected person who is the
Director, Officer, or Executive Director or their relative receive an actual financial benefit from
the transaction with the Corporation. A relative is a person related within the first degree of
consanguinity or affinity to the Director, Officer, or Executive Director. A financial or equitable
interest does not include the following:
(i) An ownership in the entity transacting business with the Corporation where the
ownership interest is less than one percent (1%).
(ii) Compensation as an employee, officer or director of the entity transacting
business with the Corporation where such compensation is not affected by the
entity’s transaction with the Corporation.
(iii) An investment or ownership in a publicly held company in an amount less than
TEN THOUSAND DOLLARS ($10,000.00).
EXHIBIT “A” TO RESOLUTION 2014-001
(iv) The status of the person being an employee of a public entity serving as a Director
on the Board.
7.03 Acceptance of Gifts. No Director or Officer, nor the Executive Director, shall
accept any benefit as consideration for any decision, opinion, recommendation, vote or other
exercise of discretion in carrying out official acts for the Corporation. No Director or Officer,
nor the Executive Director, shall solicit, accept, or agree to accept any benefit from a person
known to be interested in or likely to become interested in any contract, purchase, payment,
claim or transaction involving the exercise of the Director’s or Officer’s, or the Executive
Director’s, discretion. As used here, “benefit” does not include:
(a) a fee prescribed by law to be received by a Director or officer or Executive
Director or any other benefit to which the Director or officer or Executive Director is lawfully
entitled or for which he gives legitimate consideration in a capacity other than as a Director or
officer or Executive Director;
(b) a gift or other benefit conferred on an account of kinship or a personal,
professional, or business relationship independent of the official status of the Director or Officer
or Executive Director;
(c) an honorarium in consideration for legitimate services rendered above and beyond
official duties and responsibilities if:
(1) not more than one honorarium is received from the same person in a calendar year;
(2) not more than one honorarium is received for the same service; and
(3) the value of the honorarium does not exceed $250 exclusive of
reimbursement for travel, food, and lodging expenses incurred by the Director or Officer
or Executive Director in performance of the services.
(d) A benefit consisting of food, lodging, transportation, or entertainment accepted as
a guest is reported as may be required by law.
7.04 Nepotism. No Director or Officer shall appoint, or vote for, or confirm the
appointment to any office, position, clerkship, employment or duty, of any person related within
the second degree by affinity or within the third degree of consanguinity to the Director or
Officer so appointing, voting or confirming, or to any other Director or Officer. This provision
shall not prevent the appointment, voting for, or confirmation of any person who shall have been
continuously employed in any such office, position, clerkship employment or duty at least thirty
(30) days prior to the appointment of the Director or Officer so appointing or voting.
ARTICLE VIII
Miscellaneous Provisions
EXHIBIT “A” TO RESOLUTION 2014-001
8.01 Seal. The seal of the Corporation shall be such as may be from time to time
approved by the Board. The seal of the Corporation shall not be required to be placed on a
document in order for the document to be considered a valid act or agreement of the Corporation.
8.02 Notice and Waiver of Notice. Whenever any notice, other than public notice of a
meeting given to comply with the Open Meetings Act, is required to be given under the
provisions of these Bylaws, such notice shall be deemed to be sufficient if given by depositing
the same in a post office box in a sealed postpaid wrapper addressed to the person entitled
thereto at his or her post office address, as it appears on the books of the Corporation, and such
notice shall be deemed to have been given on the day of such mailing. If transmitted by
facsimile or email, such notice shall be deemed to be delivered upon successful transmission of
the facsimile or email. A Director may waive notice of any meeting. The attendance of a
Director at any meeting shall constitute a waiver of notice of such meeting unless such
attendance is for the purpose of objecting to the failure of notice. A waiver of notice, signed by
the person or persons entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
8.03 Gender. References herein to the masculine gender shall also refer to the
feminine in all appropriate cases and vice versa.
8.04 Distribution of Net Income; Return of Funds. Notwithstanding Section 431.107 of
the Act entitling the Cities at all times to have the right to equally receive the income earned by
the Corporation, any income earned by the Corporation after payment of reasonable expenses,
reasonable reserves for future activities, debt, establishment of a capital reserve, and
establishment of a reserve for satisfaction of other legal obligations of the Corporation shall be
retained by the Corporation and applied equitably as a credit to the charges to Cities for
operations of the Facility and/or other services provided by the Corporation to the Cities.
8.05 City Access to Records of Corporation. Notwithstanding the provisions of the
Public Information Act or any exceptions contained therein to disclosure and the rights or
limitations thereof regarding the review of records of Texas non-profit corporations, the Cities
shall have a special right to review and obtain copies of the records of the Corporation,
regardless of format, upon reasonable notice and during regular business hours of the
Corporation; provided, however, such special right of access to the Cities shall not apply to
records to which law or regulation expressly prohibit disclosure to third parties that would by
definition include the Cities.
8.06 Amendments. A proposal to alter, amend or repeal these Bylaws shall be made by
the affirmative vote of a majority of the entire Board at any annual or regular meeting, or at any
special meeting if notice of the proposed amendment be contained in the notice of said special
meeting. However, any proposed change or amendment to the Bylaws must be approved by
resolution of each City to be effective.
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RESOLUTION 2014-002
A RESOLUTION OF THE BOARD OF DIRECTORS OF NORTH TEXAS
EMERGENCY COMMUNICATIONS CENTER, INC. (“NTECC”),
ELECTING THE CORPORATION’S OFFICERS; AND PROVIDING FOR
AN EFFECTIVE DATE.
WHEREAS, Article III of the Bylaws of the North Texas Emergency Communications
Center, Inc. provides that the Board of Directors shall elect a President, Vice President, Secretary
and Treasurer for NTECC;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE NORTH TEXAS EMERGENCY COMMUNICATIONS CENTER, INC., THAT:
SECTION 1. The following officers of the Corporation have been elected in accordance
with Article III of the Bylaws of the North Texas Emergency Communications Center, Inc., with
terms ending on September 30, 2014:
President ________________________________
Vice President ________________________________
Secretary ________________________________
Treasurer ________________________________
SECTION 2. This Resolution shall become effective immediately upon its passage.
(kbl:4/23/14:65816)
DULY PASSED AND APPROVED BY THE BOARD OF DIRECTORS OF THE
NORTH TEXAS EMERGENCY COMMUNICATIONS CENTER, INC. THE 1ST DAY
OF MAY, 2014.
APPROVED:
_______________________________________
President
ATTEST:
____________________________________
Secretary
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beginning October 1, as well as the terms of office for the Corporation’s officers beginning
October 1, it makes logical sense that the meeting in September be the one in which officer
elections are held and final budget approval votes taken, matters which are traditional handled at
an annual meeting.
Finally, regarding the posting of meeting notices, while Section 2.05 of the Bylaws requires that
meeting notices be posted at the city halls of the four owner cities, it intentionally does not
designate the “official bulletin board” for purposes of the Texas Open Meetings Act (“TOMA”)
in order to allow that designation by changed by the Board without requiring a change in the
Bylaws, which would require approval of the four owner cities. Because regular meetings will,
for the time being, are being held at Farmers Branch City Hall, Resolution No. 2014-003
provides that the official TOMA meeting notice be posted in the same location as other Farmers
Branch meeting notices required by TOMA. Assuming the Board meetings will eventually be
relocated to the NTECC, this resolution can be amended or repealed and replaced at that time to
provide for posting of meeting notices at the NTECC offices.
RECOMMENDATION:
Discuss the days, times, and location for the Board’s regular meetings and approve Resolution
No. 2014-003 with or without amendment based on said discussions.
ATTACHMENTS:
Draft of Resolution No. 2014-003.
(kbl:4/23/14:65823)
RESOLUTION NO. 2014-003
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE NORTH
TEXAS EMERGENCY COMMUNICATIONS CENTER, INC.,
ESTABLISHING TIMES AND LOCATION FOR REGULAR MEETINGS
AND THE ANNUAL MEETING OF THE BOARD OF DIRECTORS;
DESIGNATING OFFICIAL LOCATION FOR POSTING NOTICES OF
MEETINGS OF THE BOARD PURSUANT TO THE TEXAS OPEN
MEETINGS ACT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, Sections 2.06 and 2.07 of the Bylaws of the Corporation state that the
annual and regular meetings of the Board shall be established by resolution of the Board of
Directors of the Corporation (“the Board”); and
WHEREAS, Section 2.05 of the Bylaws provide that the Board shall meet in accordance
with and file notice of each meeting of the Board for the same length of time and in the same
manner and location as is required under Texas Open Meetings Act (“the Act”); and
WHEREAS, the Board desires to establish its monthly regular meeting time, date, and
place, and the official location for posting agendas pursuant to the Act;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE NORTH TEXAS EMERGENCY COMMUNICATIONS CENTER, INC. THAT:
SECTION 1. The Regular Meetings of the Board of Directors shall be on the first
Thursday of each month at 3:00 p.m., at Farmers Branch City Hall, 13000 William Dodson
Parkway, Farmers Branch, Texas.
SECTION 2. The Annual Meeting of the Board shall be the first regular meeting of the
Board occurring in the month of September of each calendar year.
(kbl:4/23/14:65823)
SECTION 3. In addition to the locations at which notices of meetings of the Board must
be posted pursuant to Section 2.05 of the Bylaws of the Corporation, for purposes of compliance
with Texas Government Code §551.043(a), the official location for the posting of the notice of
each regular and special meeting of the Board of Directors shall be the windows on either side of
the revolving door on the north façade of Farmers Branch City Hall, 13000 William Dodson
Parkway, Farmers Branch, Texas.
SECTION 4. This resolution shall become effective immediately upon its passage.
DULY PASSED AND APPROVED BY THE BOARD OF DIRECTORS OF THE
NORTH TEXAS EMERGENCY COMMUNICATIONS CENTER, INC. THE 1ST DAY
OF MAY, 2014.
APPROVED:
_________________________________________
President
ATTEST:
_________________________________________
Secretary
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RESOLUTION NO. 2014-004
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE NORTH
TEXAS EMERGENCY COMMUNICATIONS CENTER, INC.,
APPROVING AN INTERLOCAL AGREEMENT WITH THE CITY OF
CARROLLTON, THE TOWN OF ADDISON, THE CITY OF COPPELL,
AND THE CITY OF FARMERS BRANCH RELATING TO PAYMENT OF
RENT AND OTHER OBLIGATIONS IN LEASE AGREEMENT FOR THE
NTECC COMMUNICATIONS CENTER; AUTHORIZING EXECUTION
OF THE AGREEMENT BY THE PRESIDENT; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, Chapter 791 of the Texas Government Code authorizes the formulation of
interlocal cooperation agreements between and among governmental entities, including local
government corporations; and
WHEREAS, the City of Carrollton, Town of Addison, City of Coppell and the City of
Farmers Branch (collectively, “the Cities”) have joined to establish North Texas Emergency
Communications Center, Inc. (“NTECC”) for the purpose of financing, constructing, owning,
managing and operating a regional public safety communications center (“the Center”) for the
benefit of the Cities; and
WHEREAS, the Cities are also presently engaged in a joint project to purchase and
install a new public safety radio system (“the Radio System”), part of which installation requires
installation of dispatch consoles and other equipment, as well as the location of offices and other
facilities, at a location from which the Center will be operating; and
WHEREAS, in order to be able to complete installation of the Radio System and
commence operations of the Center within the time frame desired by the Cities, it is necessary to
enter into a lease for space for location of the Center; and
WHEREAS, the City Managers and police and fire chiefs of the Cities have identified
space in a building located 1649 West Frankford Road, Carrollton, Texas, owned by CyrusOne,
LLC, which is desired for the location of the Center; and
WHEREAS, NTECC has not yet established its own bank accounts nor entered into a
operations agreement with the Cities to provide for the funding of NTECC’s functions necessary
to provide the services to be provided by NTECC to the Cities; and
WHEREAS, the City Managers of the Cities desire for NTECC to proceed with signing
a lease agreement so that finish out work on the leased premises necessary for the Center and its
operations may commence; and
WHEREAS, the Cities have approved an interlocal cooperation agreement with NTECC
for the purpose of establishing the agreement of the parties regarding the lease agreement, the
payment of rent under the lease agreement, the temporary payment of rent payments by
Carrollton for NTECC, and the reimbursement by Addison, Coppell, and Farmers Branch of
their respective shares of the rent payments to Carrollton and
WHEREAS, the Board of Directors of the Corporation finds it to be in the best interest
to enter into such an agreement;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE NORTH TEXAS EMERGENCY COMMUNICATIONS CENTER, INC. THAT:
SECTION 1. The President or other officer of the Corporation is hereby authorized to sign
on behalf of the Corporation the Interlocal Cooperation Agreement Regarding Consolidated
Dispatch Center Lease with the Town of Addison, City of Carrollton, City of Coppell, and City of
Farmers Branch, containing substantially the terms and provisions attached hereto as Exhibit “A”
and incorporated herein by reference and to take such steps that are reasonable and necessary to
comply with the intent of this resolution and said agreement.
SECTION 2. This resolution shall become effective immediately upon approval.
DULY PASSED AND APPROVED BY THE BOARD OF DIRECTORS OF THE
NORTH TEXAS EMERGENCY COMMUNICATIONS CENTER, INC. THE 1ST DAY
OF MAY, 2014.
APPROVED:
_______________________________________
President
ATTEST:
_________________________________
Secretary
(kbl:4/23/14:65831)
Exhibit “A” to Resolution No. 2014-004
PAGE 4 INTERLOCAL AGREEMENT REGARDING CONSOLIDATED DISPATCH CENTER LEASE
(kbl:4/9/14:65556)
INTERLOCAL AGREEMENT REGARDING
CONSOLIDATED DISPATCH CENTER LEASE
This INTERLOCAL AGREEMENT REGARDING CONSOLIDATED DISPATCH
CENTER LEASE (“Agreement”) is entered into as of the Effective Date by and among the
TOWN OF ADDISON, TEXAS, (“Addison”), the CITY OF CARROLLTON, TEXAS
(“Carrollton”), the CITY OF COPPELL, TEXAS (“Coppell”), and the CITY OF FARMERS
BRANCH, TEXAS, (“Farmers Branch”), all of whom are Texas home rule municipalities
operating under the authority of their respective governing bodies (Addison, Carrollton, Coppell,
and Farmers Branch, are hereinafter sometimes referred to collectively as “the Cities”) and
NORTH TEXAS EMERGENCY COMMUNICATIONS CENTER, INC. (“NTECC”), a
Texas non-profit local government corporation (the Cities and NTECC hereafter referred to as
the “Parties” or individually as a “Party”).
RECITALS
WHEREAS, the Cities are political subdivisions within the State of Texas engaged in the
provision of governmental services for the benefit of its citizens; and
WHEREAS, NTECC is a Texas local government corporation organized by the Cities
pursuant to Subchapter D of Chapter 431 of the Texas Transportation Code to assist the Cities in
the performance of their governmental functions to promote the common good and general
welfare of the Cities, including without limitation, financing, constructing, owning, managing
and operating a regional public safety communications center (the “Center”) on behalf of the
Cities; and
WHEREAS, the Interlocal Cooperation Act, Texas Government Code, Chapter 791, as
amended (the “Act”) provides authority for local governments of the State of Texas to enter into
interlocal agreements with each other and with local government corporations for the purpose of
performing governmental functions and services as set forth in the Act; and
WHEREAS, the Parties have identified the Leased Premises (as defined in Section I,
below) as the preferred site for the location of the Center; and
WHEREAS, prior to, but in anticipation of, the creation of NTECC as an existing
corporate entity, the City Managers of the Cities negotiated, but did not sign, the Lease
Agreement; and
WHEREAS, the Cities desire for NTECC to proceed with signing the Lease Agreement
so that finish out work on the Leased Premises necessary for the Center and its operations may
commence; and
WHEREAS, in consideration of the direct benefits to be derived by the Cities from the
construction and maintenance of the Center by NTECC, the Cities desire to pay the rent and
other expenses to be owed by NTECC under the Lease; and
Exhibit “A” to Resolution No. 2014-004
PAGE 5 INTERLOCAL AGREEMENT REGARDING CONSOLIDATED DISPATCH CENTER LEASE
(kbl:4/9/14:65556)
WHEREAS, NTECC, as of the Effective Date of this Agreement, has not yet established
its own bank accounts, nor entered into a operations agreement with the Cities to provide for the
funding of NTECC’s functions necessary to provide the services to be provided by NTECC to
the Cities; and
WHEREAS, the Parties desire to enter this Agreement for the purpose of establishing the
agreement of the Parties regarding the Lease Agreement, the payment of rent under the Lease
Agreement, the temporary payment of rent payments by Carrollton for NTECC, and the
reimbursement by Addison, Coppell, and Farmers Branch of their respective shares of the rent
payments to Carrollton.
NOW, THEREFORE, for and in consideration of the mutual benefits and obligations
set forth in this Agreement, the Cities agree as follows:
I. DEFINITIONS
Unless the context clearly indicates a different meaning, the words and phrases set forth
in this Article I shall have the following meanings when used in this Agreement:
“Business Day” means any day other than a Saturday, Sunday, or official city holiday in
which Carrollton’s city hall offices are closed for business.
“CyrusOne” means CyrusOne, LLC, a Delaware limited liability company, whose
address is 1649 West Frankford Road, Carrollton, Texas, 75007, or its successors or assigns.
“Effective Date” means the date this Agreement has been approved by the governing
bodies of all of the Cities and the Board of Directors of NTECC and signed by the authorized
representatives of each Party.
“Lease” means an Office Lease between CyrusOne and NTECC for the lease of the
Leased Premises.
“Lease Term” means the period commencing on or about May 1, 2014, and ending April
30, 2029, unless NTECC and CyrusOne agree to extend the term of the Lease for the option
period set forth in the Lease, in which case the Lease Term will end April 30, 2034.
“Leased Premises” means approximately 11,800 gross square feet of the building owned
by CyrusOne located at 1649 West Frankford Road, Carrollton, Texas.
“Leasehold Improvements” means the improvements to the Leased Premises to be
made by CyrusOne as “Landlord Improvements” pursuant to the Lease.
“Leasehold Improvement Costs” means the costs for construction of the improvements
to the Leased Premises to be made by CyrusOne as “Landlord Improvements” pursuant to the
Lease which costs are estimated to be $1,800,000.00.
Exhibit “A” to Resolution No. 2014-004
PAGE 6 INTERLOCAL AGREEMENT REGARDING CONSOLIDATED DISPATCH CENTER LEASE
(kbl:4/9/14:65556)
“Operations Agreement” means an agreement among the Cities and NTECC to be
negotiated and entered subsequent to the Effective Date of this Agreement relating to the
operations and maintenance of the Center, which agreement shall, among other things, describe
the services to be provided by NTECC to the Cities, the procedures for adoption of an annual
budget for the operations of the Center, and the allocation to the Cities of the costs for NTECC’s
services.
“Rent” shall have the meaning assigned to that term under the Lease. The amount of
Rent shall be as set forth in Exhibit “A,” attached hereto and incorporated herein by reference.
“Term” means the term set forth in Section 2.01.
II. TERM
2.01 Term. This Agreement shall commence on the Effective Date and end at
11:59:59 p.m. Central Time on the last day prior to the end of the Lease Term, unless extended
or terminated earlier as provided in this Agreement.
2.02 Early Termination During Initial Term. Notwithstanding anything to the
contrary herein, a City may terminate without cause its participation as a Party to this Agreement
prior to the end of the Term subject to the following:
A. The termination date must fall on September 30 of the year of termination;
B. The City desiring to terminate its participation in this Agreement must
deliver notice to the other Cities and NTECC not later than two (2) years prior to the date
of termination;
C. The City terminating its participation in this Agreement shall not be
entitled to reimbursement from the non-terminating Cities or NTECC for expenditures
related to the purchase, installation, or maintenance of furniture, fixtures, equipment or
leasehold improvements related to construction, maintenance, repair, or use of the Leased
Premises or the Center paid by the terminating City prior to the date of termination;
D. The City terminating its participation in this Agreement shall have given
notice of termination of its participation in all other agreements among the Parties
relating to operation of the Center and the receipt of benefits from the services provided
by the Center; and
E. Prior to the date of termination, the terminating City must pay any
remaining financial obligations related to its share of Rent or the Leasehold Improvement
Costs incurred or accrued prior to the date of the termination of the terminating City’s
participation in this Agreement.
Exhibit “A” to Resolution No. 2014-004
PAGE 7 INTERLOCAL AGREEMENT REGARDING CONSOLIDATED DISPATCH CENTER LEASE
(kbl:4/9/14:65556)
The terminating City shall have no obligation to pay any amounts which come due under this
Agreement following the effective date of said City’s termination of its participation in this
Agreement.
III. EXECUTION OF LEASE; PAYMENT OF RENT
3.01 NTECC Execution of Lease as Tenant is Public Purpose. The Parties
understand, acknowledge, and agree that NTECC shall be the tenant in the Leased Premises
under the terms of the Lease, shall be the only Party executing the Lease, and shall be the only
Party contractually liable to CyrusOne for the obligations of the tenant as set forth in the Lease.
Notwithstanding the foregoing, the Cities acknowledge and agree that (i) NTECC’s execution of
the Lease and the performance of the tenant’s obligations pursuant to the provisions of the Lease
are in furtherance of the public purpose for which the Cities formed NTECC, and (ii) payment of
Rent and the Leasehold Improvements Cost to CyrusOne, whether paid directly by the Cities or
through NTECC, benefits the Cities and their respective residents.
3.03 Execution of Lease by NTECC; Reliance on the Cities Performance. Pursuant
to this Agreement, NTECC agrees to sign the Lease as “Tenant.” The Cities understand and
acknowledge that NTECC would not have signed the Lease but for the agreements by the Cities
including but not limited to the Cities’ agreement to pay their shares of the Rent and the
Leasehold Improvements.
3.04 Current Funds Appropriated. The Cities hereby warrant and represent they
have each identified and appropriated current funds as of the Effective Date to pay their
respective share of the Rent for the first twelve (12) months of the Lease Term and the costs of
the Leasehold Improvements. NTECC and the Cities understand, acknowledge, and agree that,
unless the Cities agree among themselves subsequent to the Effective Date of this Agreement to
prepay NTECC and/or CyrusOne the amounts due to CyrusOne for Rent for the entire Lease
Term, the funds for the Rent for the second and later years of the Lease Term will be subject to
annual appropriations by each of the Cities.
3.05 Share of Rent. The Cities agree that their shares of Rent and Leasehold
Improvements Cost to be paid pursuant to the Lease shall be allocated as follows:
A. Addison: 19%
B. Carrollton: 36%
C. Coppell: 21%
D. Farmers Branch: 24%
The Cities understand and acknowledge that, with respect to Rent, the above allocation may be
altered from time to time after the Effective Date of this Agreement in accordance with the
adjustment of the Cities allocation of costs for operating and maintaining the Center pursuant to
the provisions of the Operations Agreement.
Exhibit “A” to Resolution No. 2014-004
PAGE 8 INTERLOCAL AGREEMENT REGARDING CONSOLIDATED DISPATCH CENTER LEASE
(kbl:4/9/14:65556)
3.06 Responsibility for Payment of Rent to CyrusOne.
A. The Cities understand and acknowledge that NTECC is a newly formed
corporate entity which, as of the Effective Date of this Agreement, has not established its
own bank accounts and has no funds of its own from which to pay the Rent. Until such
time as NTECC has established its own funded bank accounts from which to pay Rent,
Carrollton agrees to pay Rent directly to CyrusOne. The other Cities agree to pay
Carrollton for their respective shares of Rent:
(1) with respect to the Rent installment due on May 1, 2014, not later
than May 15, 2014; and
(2) with respect to all subsequent Rent installments, not later than the
last Business Day of the calendar month prior to the due date of the Rent, with the
first such payment being made not later than May 30, 2014.
Unless otherwise agreed by Carrollton, Carrollton’s obligation to make direct payments
of Rent to CyrusOne on behalf of NTECC shall terminate after the twelfth (12th) monthly
Rent installment. Carrollton agrees to pay Rent installments to CyrusOne when due
under the provisions of the Lease.
B. Upon NTECC’s establishment of a funded bank account from which it is
able to pay Rent to CyrusOne, which account shall be established not later than one (1)
year after the Effective Date of this Agreement, the Cities agree to pay their respective
shares of Rent to NTECC not later than the last Business Day of the calendar month prior
to the due date of the Rent installment. NTECC agrees to pay the Rent to CyrusOne when
due under the provisions of the Lease.
C. Nothing in this Section 3.06 shall prohibit a City from pre-paying its share
of Rent to NTECC on a quarterly, annual, or other basis as may be agreed by the City and
NTECC. In the event of such pre-payment of Rent, NTECC agrees that such funds shall
be held and used only for the payment of later installments of Rent as they come due and
credited toward the obligations of the City paying such advance amounts.
3.07 Payment for Leasehold Improvement Cost. The Cities agree to pay to
Carrollton their respective shares of the installments of the Leasehold Improvement Costs not
later than five (5) business days prior to the date they are due pursuant to the provisions of the
Lease. Carrollton agrees to timely pay CyrusOne the full amount of the installment of the
Leasehold Improvement Costs due.
3.08 Appropriations of Rent. Each City understands and acknowledges that the
payment of Rent pursuant to the Lease is of significant public importance and agrees to use its
best efforts to appropriate funds each fiscal year to pay the City’s share of Rent under the Lease.
If a City determines that it does not have funds available to appropriate its share of Rent
commencing after the beginning of the City’s fiscal year, the City agrees to notify the other
Exhibit “A” to Resolution No. 2014-004
PAGE 9 INTERLOCAL AGREEMENT REGARDING CONSOLIDATED DISPATCH CENTER LEASE
(kbl:4/9/14:65556)
Cities and NTECC of its intent to not appropriate such funds not later May 1 prior to the
commencement of the City’s next fiscal year.
VIII. MISCELLANEOUS
4.01 Notice. Any notice required or permitted to be delivered hereunder shall be
deemed received when sent in the United States Mail, Postage Prepaid, Certified Mail, Return
Receipt Requested, by hand-delivery or facsimile transmission and addressed to the respective
City at the following address:
If intended for Town of Addison:
Town of Addison
Attn: City Manager
5300 Belt Line Road
Dallas, Texas 75254
With copy(ies) to:
City Attorney
Town of Addison
5300 Belt Line Road
Dallas, Texas 75254
If intended for City of Carrollton:
City of Carrollton
Attn: City Manager
1945 E. Jackson Road
Carrollton, Texas 75006
With copy(ies) to:
City Attorney
City of Carrollton
1945 E. Jackson Road
Carrollton, Texas 75006
If intended for City of Coppell:
City of Coppell
Attn: City Manager
255 E. Parkway Boulevard
Coppell, Texas 75019
With copy(ies) to:
Robert E. Hager
Nichols, Jackson, Dillard, Hager & Smith, LLP
500 N. Akard, Suite 1800
Dallas, Texas 75201
If intended for City of Farmers Branch:
City of Farmers Branch
Attn: City Manager
13000 William Dodson Parkway
Farmers Branch, Texas 75234
With copy(ies) to:
Peter G. Smith
Nichols, Jackson, Dillard, Hager & Smith, LLP
500 N. Akard, Suite 1800
Dallas, Texas 75201
4.02 Governing Law. The validity of this Agreement and any of its terms and
provisions as well as the rights and duties of the Cities shall be governed by the laws of the State
of Texas; and venue for any action concerning this Agreement shall be in the State District Court
of Dallas County, Texas. The Cities agree to submit to the personal and subject matter
jurisdiction of said court.
4.03 Party Responsibility. To the extent allowed by law, and without waiving any
governmental immunity available to the Cities under Texas law, or any other defenses the Cities
Exhibit “A” to Resolution No. 2014-004
PAGE 10 INTERLOCAL AGREEMENT REGARDING CONSOLIDATED DISPATCH CENTER LEASE
(kbl:4/9/14:65556)
are able to assert under Texas law, each City agrees to be responsible for its own negligent or
otherwise tortious acts or omissions in the course of performance of this Agreement.
4.04 Immunity. It is expressly understood and agreed that, in the performance of this
Agreement, none of the Cities waive, nor shall be deemed hereby to have waived, any immunity
or defense that would otherwise be available to them against claims arising in the exercise of
governmental powers and functions. By entering into this Agreement, the Cities do not create
any obligations, express or implied, other than those set forth herein, and this Agreement shall
not create any rights in any persons or entities who are not parties to this Agreement.
4.05 Entire Agreement. This Agreement represents the entire agreement among the
Cities with respect to the subject matter covered by this Agreement. There is no other collateral,
oral or written agreement between the parties that in any manner relates to the subject matter of
this Agreement.
4.06 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all
purposes wherever reference is made to the same.
4.07 Recitals. The recitals to this Agreement are incorporated herein.
4.08 Amendment. This Agreement may be amended by the mutual written agreement
of all Cities.
4.09 Place of Performance. Performance and all matters related thereto shall be in
Dallas County, Texas.
4.10 Authority to Enter Agreement. Each City has the full power and authority to
enter into and perform this Agreement, and the person signing this Agreement on behalf of each
City has been properly authorized and empowered to sign this Agreement. The persons signing
this Agreement hereby represent that they have authorization to sign on behalf of their respective
City.
4.11 Severability. In the event any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect the other provisions, and the
Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never
been contained in this Agreement.
4.12 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and constitute one and the same instrument.
4.13 Assignment. No City may assign, transfer, or otherwise convey this Agreement
without the prior written consent of the other Cities.
Exhibit “A” to Resolution No. 2014-004
PAGE 11 INTERLOCAL AGREEMENT REGARDING CONSOLIDATED DISPATCH CENTER LEASE
(kbl:4/9/14:65556)
4.14 Consents. Unless expressly stated otherwise, whenever the consent or the approval
of a City is required herein, such City shall not unreasonably withhold, delay or deny such consent
or approval.
4.15 Good Faith Negotiation; Dispute Mediation. Whenever a dispute or disagreement
arises under the provisions of this Agreement, the Cities agree to enter into good faith negotiations
to resolve such disputes. If the matter continues to remain unresolved, the Cities shall refer the
matter to outside mediation, the costs of which shall be shared equally, prior to engaging in
litigation (unless delaying the filing of a lawsuit might result in the lawsuit being barred, including
but not limited to a bar by a statute of limitations). The provisions of this Section 4.15 shall survive
termination.
4.17 Survival of Covenants; No Third Party Beneficiaries. Any of the
representations, warranties, covenants, and obligations of the parties, as well as any rights and
benefits of the Cities, pertaining to a period of time following the termination of this Agreement
shall survive termination. This Agreement and all of its provisions are solely for the benefit of
the Cities and NTECC, and do not and are not intended to create or grant any rights, contractual
or otherwise, to any third person or entity.
4.18 Source of Payment. Each City paying for the performance of governmental
functions or services pursuant to this Agreement must make those payments from current
revenues available to the paying City or from funds otherwise lawfully available to the City for
use in the payment of the City’s obligations pursuant to this Agreement.
4.19 Force Majeure. No City shall be liable to any or all of the other Cities for any
failure, delay, or interruption in the performance of any of the terms, covenants, or conditions of
this Agreement due to causes beyond the City’s respective control or because of applicable law,
including, but not limited to, war, nuclear disaster, strikes, boycotts, labor disputes, embargoes,
acts of God, acts of the public enemy, acts of superior governmental authority, floods, riots,
rebellion, sabotage, terrorism, or any other circumstance for which a party is not legally
responsible or which is not reasonably within its power to control. The affected City's obligation
shall be suspended during the continuance of the inability then claimed, but for no longer period.
To the extent possible, the City shall endeavor to remove or overcome the inability claimed with
all reasonable dispatch.
(Signatures on Following Pages)
Exhibit “A” to Resolution No. 2014-004
PAGE 12 INTERLOCAL AGREEMENT REGARDING CONSOLIDATED DISPATCH CENTER LEASE
(kbl:4/9/14:65556)
SIGNED AND AGREED this ________ day of April, 2014.
TOWN OF ADDISON
By:___________________________________
Lea Dunn, City Manager
ATTEST:
_______________________________
Chris Terry, City Secretary
APPROVED AS TO FORM:
________________________________
City Attorney
SIGNED AND AGREED this ________ day of April, 2014.
CITY OF CARROLLTON
By:___________________________________
Leonard Martin, City Manager
ATTEST:
_______________________________
Ashley D. Mitchell, City Secretary
APPROVED AS TO FORM:
________________________________
City Attorney
Exhibit “A” to Resolution No. 2014-004
PAGE 13 INTERLOCAL AGREEMENT REGARDING CONSOLIDATED DISPATCH CENTER LEASE
(kbl:4/9/14:65556)
SIGNED AND AGREED this ________ day of April, 2014.
CITY OF COPPELL
By:___________________________________
Clay Phillips, City Manager
ATTEST:
_______________________________
Christel Pettinos, City Secretary
APPROVED AS TO FORM:
________________________________
City Attorney
SIGNED AND AGREED this ________ day of April, 2014.
CITY OF FARMERS BRANCH
By:___________________________________
Gary D. Greer, City Manager
ATTEST:
_______________________________
Angela Kelly, City Secretary
APPROVED AS TO FORM:
________________________________
City Attorney
Exhibit “A” to Resolution No. 2014-004
PAGE 14 INTERLOCAL AGREEMENT REGARDING CONSOLIDATED DISPATCH CENTER LEASE
(kbl:4/9/14:65556)
SIGNED AND AGREED this ___ day of April, 2014.
NORTH TEXAS EMERGENCY
COMMUNICATIONS CENTER, INC.
By:______________________________________
_____________________, President
Exhibit “A” to Resolution No. 2014-004
PAGE 1 EXHIBIT “A” TO INTERLOCAL AGREEMENT REGARDING CONSOLIDATED DISPATCH CENTER LEASE
(kbl:4/9/14:65556)
EXHIBIT “A”
AMOUNT OF RENT PURSUANT TO LEASE
Section 4(a) of the Lease relating to the amount of Rent to be paid reads as follows:
Minimum Annual Rental. Subject to any periods of beneficial occupancy or ramps set
forth in this Section, Tenant agrees to pay to Landlord minimum annual rental in the amount of
$318,600.00, payable in monthly installments of $26,550.00 each, calculated at $2.25 per square
foot (the “Base Rent”), in advance on the first day of each month during the Term. On the first
anniversary of the Commencement Date, and each anniversary of the Commencement Date
thereafter, the Base Rent shall increase by an amount equal to three percent (3.0%) of the Base
Rent for the prior twelve months of the Term. All Base Rent and other charges payable
hereunder by Tenant to Landlord shall be made to Landlord at the address set forth above, or
other address provided by Landlord to Tenant. Tenant shall commence payment of Base Rent
for the period beginning May 1, 2014 and shall have ramped billing for Base Rent in accordance
with the following schedule through January 31, 2015:
Ramped Billing Schedule
Months During the Ramp Period Monthly Base Rent
Commencement Date – May 1, 2014 $0
May 1, 2014 – June 30, 2014 $ 3,982.50 (15% of Base Rent)
July 1, 2014-October 31, 2014 $7,965.00 (30% of Base Rent)
November 2014 $13,275.00 (50% of Base Rent)
December 2014 $18,585.00 (70% of Base Rent)
January 2015 $23,895.00 (90% of Base Rent)
February 2015 and thereafter $26,550.00 (100% of Base Rent)(subject to
adjustment pursuant to this Section 4(a))
(kbl:4/23/14:6
MEETIN
TO:
FROM:
AGEND
Agreeme
Building
BACKG
After con
with the
building
for a con
the owne
a lease ag
DISCUS
L
E
B
A
A
L
65739)
NG DATE:
North
Kevin
DA ITEM #6
ent with Cy
g Located at
GROUND:
nsidering a n
assistance a
located at 1
nsolidated co
er Cities. Fo
greement for
SSION:
Lease Term:
Extension of
Lease Ter
Base Rent
Annual Rent
Adjustme
s
Additional
Rent
Landlord
Improvem
nt Costs
May 1, 20
h Texas Emer
n B. Laughlin
6 – Conside
yrusOne, L
t 1649 West
number of p
and guidanc
1649 West F
ommunicatio
or the last se
r approximat
The key pr
rm
ent
me
AGENDA
14
rgency Com
n, NJDHS
er Resolutio
LLC for Lea
t Frankford
possible sites
ce of Kevin
Frankford La
ons and disp
veral weeks
tely 11,800
rovisions of
15 years com
One five ye
Initial Year
installm
possessi
Increase of
increase
Generally, n
Charges
that norm
Corpora
Estimated to
installm
negotiat
A ITEM ME
mmunications
n No. 2014-
ase of Appr
Lane, Carr
s, representa
Kearns, iX
ane, Carrollt
patch center
, representat
square feet o
f the propose
mmencing M
ar extension
Rent: $318,
ments (with fi
ion of leased
3.0% over p
es)
none. Base R
s for excess e
mally consu
ation’s could
o be $1.8 mi
ments to Cyru
ted at the tim
EMO
s Center, Inc
-005 Appro
roximately
rollton, Tex
atives of the
XP Corporati
ton, Texas, a
serving the
tives of the o
of space in th
ed lease are a
May 1, 2014
n optional
,600.00, pay
first year ram
d premises)
prior year Ba
Rent inclusi
electricity ch
umed in oper
d be assessed
illion. Paym
usOne (timin
me of writing
c. Board of D
oving the Sig
11,800 Squ
xas.
e Corporation
ion, identifie
as the best a
public safet
owner Cities
he CyrusOn
as follows:
, and ending
yable in 12 m
mp up until te
ase Rent (inc
ve of all util
harges above
rations simil
d.
ment to be ma
ng of paymen
g this memo.
Directors
gning of a L
uare Feet in
n’s owner C
ed the Cyru
available loc
ty departmen
s have negot
e building.
g April 30, 2
monthly
enant takes f
cluding prior
lities, taxes,
e and beyon
ar to
ade in three
nts still bein
.
Lease
n the
Cities,
usOne
cation
nts of
tiated
029
full
r
etc.
d
ng
(kbl:4/23/14:65739)
Other
Provisions
1. Lease space to be served by separate exterior door.
2. Lease space to be served by dedicated back-up generator and
UPS.
3. Access to dedicated parking spaces for tenant.
As of the writing of this memo, CyrusOne representatives and the Cities’ attorney and
representatives are still negotiating certain terms of the lease, and are working diligently to
complete negotiations by close of the business week.
RECOMMENDATION:
Subject to completing negotiations on a final form of lease agreement, approve Resolution No.
2014-005.
ATTACHMENTS:
Draft of Resolution No. 2014-005 (without Exhibit “A”)
(kbl:4/23/14:65739)
RESOLUTION NO. 2014-005
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE NORTH
TEXAS EMERGENCY COMMUNICATIONS CENTER, INC.,
APPROVING A LEASE AGREEMENT WITH CYRUSONE LLC FOR
APPROXIMATELY 11,800 SQUARE FEET IN THE BUILDING
LOCATED AT 1649 WEST FRANKFORD ROAD, CARROLLTON,
TEXAS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, prior to the creating of North Texas Emergency Communications Center,
Inc. (“the Corporation”), representatives of the Corporation’s owner cities identified space within
the building located at 1649 West Frankford Road, Carrollton, Texas (“the Building”), as
acceptable for location of the Corporation’s operations; and
WHEREAS, a lease agreement has been negotiated with CyrusOne, LLC, the owner of
the Building, providing for the lease of approximately 11,800 square feet of space within the
Building and use of associated facilities; and
WHEREAS, the Board finds it to be in the best interest of the Corporation to enter into
the Lease Agreement with CyrusOne, LLC;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE NORTH TEXAS EMERGENCY COMMUNICATIONS CENTER, INC. THAT:
SECTION 1. The President of the Corporation is hereby authorized to sign on behalf of
the Corporation the Lease Agreement with CyrusOne, LLC substantially in the form attached
hereto as Exhibit “A” and incorporated herein by reference.
SECTION 2. This resolution shall become effective immediately upon its passage.
DULY PASSED AND APPROVED BY THE BOARD OF DIRECTORS OF THE
NORTH TEXAS EMERGENCY COMMUNICATIONS CENTER, INC. THE 1ST DAY
OF MAY, 2014.
APPROVED:
_______________________________________
President
ATTEST:
_________________________________
Secretary
EXHIBIT “A”
TO RESOLUTION 2014-005
(COPY OF FINAL DRAFT OF LEASE TO BE ATTACHED)
(kbl:4/24/14:6
MEETIN
TO:
FROM:
AGEND
Corpora
BACKG
The Byl
anticipate
of NTEC
appoint a
made.
DISCUS
For all in
Town of
Director
perform
the Exec
Interim E
As an al
additiona
not affili
the mana
Because
immediat
regarding
65934)
NG DATE:
North
Kevin
DA ITEM #
ation.
GROUND:
aws and pr
e the selecti
CC. Becaus
a person to
SSION:
ntents, Kevin
f Addison an
until one is
the duties o
cutive Direct
Executive Di
lternative, b
al fees for se
ated with iX
agement of th
the activiti
te need to
g appointme
May 1, 20
h Texas Emer
n B. Laughlin
#7 – Consi
ior discussi
on of an Ex
se that final
serve in th
n Kearns an
nd paid by th
s selected.
r to take the
tor. Conseq
irector.
ecause the
ervices not c
XP Corporati
he iXP agree
es of the C
have an ex
nt of an inte
AGENDA
14
rgency Com
n, NJDHS
ider Appoi
ons of the
ecutive Dire
selection m
e role of an
nd iXP Corp
he Cities, wil
However, M
e actions on
quently, it m
agreement w
covered in th
ion to avoid
ement.
Corporation
xecutive dire
erim Executi
A ITEM ME
mmunications
intment of
City Manag
ector to man
may be sever
n Executive
oration, pur
ll be conduc
Mr. Kearns p
behalf of th
may be appro
with iXP Co
he base fee,
any appeara
are just sta
ector. Ther
ive Director
EMO
s Center, Inc
Interim E
gers of the
nage and dire
ral weeks aw
Director un
suant to the
cting much o
presently do
he Corporati
opriate to ha
orporation p
the Board m
ance of confl
arting, there
refore, it is
be made at
c. Board of D
Executive D
Corporation
ect the day t
way, the Bo
ntil a perma
consulting
of the duties
oes not have
ion that the
ave Mr. Ke
provides for
may wish to
flict of intere
does not a
not critical
this meeting
Directors
Director for
n’s owner C
to day opera
oard may wi
anent selecti
contract wit
of the Exec
e the authori
Bylaws assi
arns serve a
r the payme
appoint som
est with respe
appear to be
l that a dec
g. However
r the
Cities
ations
ish to
ion is
th the
cutive
ity to
ign to
as the
ent of
meone
ect to
e any
cision
r, it is
(kbl:4/24/14:65934)
a topic which needs to be discussed by the Board in order that Mr. Kearns and others can be
given some direction regarding the preference of the Board on this issue.
RECOMMENDATION:
Discuss options regarding appointment of an interim executive director and take any related
action regarding such option, if the Board desires.
ATTACHMENTS:
None
(kbl:4/24/14:6
MEETIN
TO:
FROM:
AGEND
BACKG
As part o
NTECC,
Hager &
and joint
DISCUS
NTECC
the Bylaw
the main
quickly a
the Corp
and proc
the Corp
dealing a
well as
commun
up of NT
Corporat
RECOM
Discuss a
Corporat
ATTACH
None
65835)
NG DATE:
North
Kevin
DA ITEM #8
GROUND:
of the Interl
Inc., the C
Smith, LLP
ly pay the le
SSION:
is a separate
ws, take acti
n purposes o
and more ef
poration ente
edures. Bec
poration will
and negotiati
represent th
ications/disp
TECC opera
tion going fo
MMENDATI
and take app
tion and auth
HMENTS:
May 1, 20
h Texas Emer
n B. Laughlin
8 – Consider
local Coope
Cities agreed
P (“NJDHS”
egal fees rela
e legal entity
ions indepen
of creating N
fficiently wit
ers a contrac
cause future
l need an att
ing with thir
he Corporati
patch operati
ations conclu
orward after
ION:
propriate act
horizing the
AGENDA
14
rgency Com
n, NJDHS
r Appointm
eration Agre
d to jointly
”) to perform
ated to such
y with the au
ndently (i.e.,
NTECC wa
thout requiri
ct, makes a
contracts an
torney with
rd parties. N
ion as gene
ions move f
udes, the Bo
center startu
tion in the fo
President to
A ITEM ME
mmunications
ment of Gene
eement settin
appoint the
m the necess
services.
uthority to e
, without the
s to have an
ing the appr
policy chan
nd other acts
authority to
NJDHS desi
eral counsel
forward. As
oard can re-
up. This sam
orm of a mot
negotiate an
EMO
s Center, Inc
eral Counse
ng forth the
law firm o
sary legal w
enter contrac
e approval)
n entity in
roval of all f
nge, or estab
s will be in t
o act on beh
ires to contin
as the star
s the end of
-evaluate th
me re-evaluat
tion appoint
nd sign any r
c. Board of D
el for the Co
e Cities’ agr
of Nichols,
work to creat
cts and, exce
of the Cities
place that c
four city cou
blishes opera
the name of
half of the C
nue to repre
rtup of the
the impleme
e legal repr
tion can occ
ting a genera
related enga
Directors
orporation.
reement to c
Jackson, Di
e the corpor
ept as provid
s. In fact, o
could take a
uncils every
ational guide
f the Corpora
Corporation w
sent the Citi
Corporation
entation and
resentation o
cur at any tim
al counsel fo
agement lette
create
illard,
ration
ded in
one of
action
y time
elines
ation,
when
ies as
n and
d start
of the
me.
or the
er.
(kbl:4/24/14:6
MEETIN
TO:
FROM:
AGEND
Name fo
BACKG
During d
dispatch
name...N
DISCUS
In order
an assum
would pr
the Corp
the Corpo
RECOM
Discuss a
file the n
ATTACH
None
65836)
NG DATE:
North
Kevin
DA ITEM #9
or the Corpo
GROUND:
discussions r
center for
NTECC...in v
SSION:
to conduct b
med name ce
revent others
oration and/
oration coul
MMENDATI
and take app
necessary app
HMENTS:
May 1, 20
h Texas Emer
n B. Laughlin
9 – Consider
oration.
relating to th
r the Citie
various medi
business usin
ertificate can
s within the s
/or NTECC i
d seek to reg
ION:
propriate act
plications to
AGENDA
14
rgency Com
n, NJDHS
r Authorizin
he naming o
es, the ab
ia, memos, e
ng only the i
n be filed w
state from us
is eventually
gister its serv
tion in the f
use “NTEC
A ITEM ME
mmunications
ng the Filin
of the corpor
bility to us
etc, was discu
initials of th
with the Texa
sing those in
y associated
vice mark to
form of a m
CC” as an ass
EMO
s Center, Inc
ng of an App
ration which
se the init
ussed.
he Corporatio
as Secretary
nitials as its o
with a parti
o preserve th
motion author
sumed name
c. Board of D
plication for
h would own
tials of th
on’s name, a
y of State.
official nam
icular logo a
he logo and th
rizing the ge
e.
Directors
r an Assume
n and operat
he Corporat
an applicatio
Such registr
me. If the nam
and service m
he name.
eneral couns
ed
te the
tion’s
on for
ration
me of
mark,
sel to
MEETIN
TO:
FROM:
AGEND
Process
BACKG
The proc
Director
develope
This brie
a final dr
next mee
DISCUS
Attached
selected f
jurisdicti
emergenc
we’ve be
departme
disciplina
will be in
subseque
The Oper
selection
NG DATE:
North
Kevin
DA ITEM #1
GROUND:
cess of establ
of the organ
ed and are no
efing and dis
raft position
eting.
SSION:
d is the draft
from a numb
ions and the
cy medical s
een identifyin
ents with job
ary comm ce
ntegrated wit
ent draft will
rations Com
n process for
May 1, 20
h Texas Emer
n Kearns, IX
10 – Discuss
lishing the st
nization. A d
ow being dis
cussion with
description
position des
ber of simila
combined d
services. In d
ng during m
b elements w
enter setting
th observatio
l be circulate
mmittee and H
the Director
AGENDA
14
rgency Com
P
sion of the E
taffing of the
draft position
scussed by th
h the Board o
and selectio
scription for
ar job descrip
isciplines of
developing th
meetings with
we’ve seen ne
. Discussion
ons from the
ed for a final
HR Manager
r. The follow
A ITEM ME
mmunications
Executive Di
e regional co
n description
he Operation
of Directors
n process ca
the Director
ptions at com
f law enforce
his draft, IX
h the City Ma
eeded in the
n and feedba
e Operations
l review, edi
rs have also
wing are the
EMO
s Center Boa
irector Recr
ommunicatio
n and selectio
ns Committe
will help gu
an be establis
r. The eleme
mmunication
ement servic
XP tried to ba
anagers and
multi-jurisd
ck from you
s Committee
it and adopti
been discus
key element
ard of Direct
ruitment an
ons center st
on process h
ee and the HR
uide those di
shed by the
ents of this d
ns centers th
ces, fire serv
alance the ne
your police
dictional and
u today, and
and HR Ma
ion process.
sing a frame
ts of this pro
tors
nd Selection
tarts with the
have been
R Managers
iscussions so
Board at you
draft have be
at serve mul
vices and
eeds and inte
and fire
d multi-
in the near f
anagers and a
ework for a
ocess:
n
e
.
o that
ur
een
ltiple
erests
future
a
• Based on the approved position description, a recruiting brochure will be developed that
provides information about the position and the communities being served.
• Position announcements will be developed in the formats needed to advertise the position
in a wide variety of media that is directed at public safety communications professionals,
such as APCO, NENA, IACP, IAFC, ICMA, etc.
• The application process would remain open for approximately 45 days to allow ample
opportunity for the advertising to penetrate the potential market of candidates.
• Applications will be screened against the position requirements by a panel of personnel
including a representative from the fire agencies, a representative from the law
enforcement agencies and one or more of your HR managers. IXP would staff this
function and assist in developing the screening documentation and keeping the process
organized for subsequent actions.
• The applicants selected from this screening process would then be invited for personal
interviews conducted by panels that included your Police Chiefs, Fire Chiefs and HR
Managers. Two concepts are being considered:
o One concept is to create two panels, with each panel representing a single
discipline (Police or Fire). In this concept, the four Police Chiefs or the four Fire
Chiefs, each panel also including an HR representative, would conduct an
interview that explores both the overall dimensions of the candidate but also their
specific experiences and skills in that discipline. Candidates would be interviewed
by both panels in the same day, which would allow the Chiefs and your HR
Managers to have direct interactions with all the candidates. After all candidates
are interviewed (which may take multiple days depending on the size of the
selected candidate pool) a consensus process would be used among all panel
members to select the final pool of candidates for consideration by the Board of
Directors.
o The other concept is to create two panels, with each panel being composed of two
Police Chiefs, two Fire Chiefs and at least one HR Manager. In this approach,
candidates would only interview with a single panel and the interview would
explore both their overall managerial skills and experience and their specific
experiences and skills in the separate disciplines. In this approach, each group of
Chiefs would only interact with half of the overall candidate pool so selection of
the final pool of candidates to go forward in the process would be based more on
their interview scoring than a combination of their scoring and a consensus
discussion at the end of the process.
• From this first round of interviews, a small group of candidates would be selected to go
forward into a final assessment and selection process by the Board. One or more
assessment tools would be used to evaluate the candidates’ managerial aptitudes and
communications skills in advance of final interviews with the Board. This will allow the
Board to take into consideration the combination of the evaluations from the panel
interviews and these assessment instruments as they enter into the final interviews with
the candidates and selection of the individual to lead the new organization.
At the next meeting of the Board a final draft of this selection process will be completed and
coming forward with a recommendation from the Operations Committee and HR Managers. In
addition to the steps outlined above, there will also be a request for a policy decision on whether
some level of travel costs will be covered for candidates being invited to the final interviews.
RECOMMENDATION:
This is an information item so there is no specific recommendation for action at this time.
ATTACHMENTS:
Initial Draft Position Description
North Texas Emergency Communications Center (NTECC)
Director of Communications
Basic Functions and Responsibilities:
This FLSA exempt position has full responsibility for assuring that all NTECC activities are
performed within the scope of all federal and state laws covering public safety emergency
dispatch services and within the polices adopted by the Board of Directors. This position plans
and directs the operations of NTECC, a multi‐jurisdictional and multi‐disciplinary 9‐1‐1 and
emergency communications organization, to ensure provision of emergency call receiving and
dispatching services to the agencies being served and the public they protect. This position
works with considerable independence under general direction from the Board of Directors
(through this Board’s Chairperson) and in close coordination with the Operations Committee.
This position must demonstrate a strong leadership presence that promotes the NTECC mission,
vision and strategic plans and provides the highest quality of service to the agencies and
communities being served.
Essential Functions:
• Supervises and evaluates the Administrative Assistant, Technology Systems Manager,
the Training Coordinator and the Shift Supervisors.
• Plans and administers 24‐hour emergency call receiving and dispatching services for all
participating agencies.
• Ensures full compliance with local, state, and federal laws while utilizing best practices
to manage the financial, technical, personnel and operations of the NTECC.
• Works with the Operations Committee and the Board of Directors to develop
administrative and operational policies and procedures to best meet the needs of the
agencies and communities being served.
• Develops long and short range plans and strategies to ensure reliable emergency
communications for multiple customer agencies.
• Reviews and authorizes RFP’s, contracts for service and procurements within the
policies established by the Board of Directors.
• Prepares agenda and coordinates Board of Directors and Operations Committee
meetings and other official meetings of the NTECC.
• Represents the Center at local, regional and national organizations relating to public
safety communications, establishing credibility in legislative and regulatory policy and
industry alliances.
• Is responsible for being accessible to the communications center on a 7X24 basis other
than during pre‐arranged leave periods.
• Acts as primary contact for media relations.
• Reviews all inquiries and complaints received at the Center and signs off on their
dispositions.
• Maintains oversight of the Center’s operations and budget to ensure all functions are
running efficiently and effectively.
• Develops and presents annual budget recommendations to the Board of Directors.
• Ensures the Center complies with required policies and procedures required by an
Auditor or other accreditation or certification processes.
• Maintains oversight for all human resources and employee relations issues.
• Maintain oversight for all technical systems and related support through subordinate
employees.
• Maintain oversight for new‐hire and ongoing training and quality assurance processes
through subordinate employees.
• Maintains high level of confidential and sensitive information in a discrete and
professional manner.
Required Knowledge Skills and Abilities:
• Demonstrated ability to lead a diverse workforce that provides a consistent level of
high‐quality service across multiple communities and agencies.
• Thorough working knowledge of public safety communications strategies, practices and
technologies.
• Demonstrated ability to apply industry best practices and procedures for public sector
management including supervision and evaluation techniques, along with public sector
budgetary, financial and accounting practices.
• Ability to plan and execute procurement and contracting processes within defined
policies.
• Ability to communicate effectively orally, in person, by telephone and in writing through
documents and computerized technologies.
• Ability to explain and discuss complex technical concepts and information related to the
Center’s operations to non‐technical Boards and administrators.
• Be reliable, dependable and report for work on a consistent basis.
Required Education and Experience:
• Bachelors Degree in Business or Public Administration or related field.
• Successful work experience as a Director or Deputy Director of a multi‐jurisdictional and
multi‐disciplinary communications center.
OR:
• Two years of college level courses including courses in Fire or Police administration,
PLUS: Five (5) years of experience as a Director or Deputy Director of a multi‐
jurisdictional and multi‐disciplinary communications center.
• Any equivalent combination of education, experience and training that provides the
required knowledge, skills, and abilities, may be considered.
Licenses and Certification:
• Valid Texas State Driver’s License and good driving record.
Work Environment:
• Office environment in an emergency communications center, subject to constant
interruptions and occasional emergency situations.
• Occasional local and national travel required.
Physical, Sensory, Mental and other Requirement:
• Light lifting, carrying and pushing objects weighing up to 15 pounds.
• Dexterity of hands and fingers to operate standard office equipment, including
computer keyboard.
• Sitting for extended periods of time.
• Adequate vision for reading and composition of written work product.
• Mental acuity to understand and process complex technical information.
• Hearing and speaking to exchange information, both in person, on the telephone, over
the emergency radio and via computer.
• A criminal background check, psychological evaluation and polygraph evaluation will be
conducted on all successful candidates prior to their being appointed to the position.
NTECC is an Equal Opportunity Employer and encourages applications from all persons without
regard to race, creed, color, national origin, religion, gender, age, marital status, disability,
sexual orientation, veteran status, or genetic information. NTECC provides reasonable
accommodation to its employees and the public with disabilities, including veterans. For more
information please contact NTECC.
MEETIN
TO:
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May 1, 20
h Texas Emer
n Kearns, IX
11 – Discuss
dation Comm
etting the new
ay, the conso
the same tim
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m to go live
ry radio con
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AGENDA
14
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s Radio Syst
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mmunications
tem Console
s
ion founded
mmunication
radio system
hether to del
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gency radio d
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issue were c
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ion radios (a
systems at th
the new radi
center and or
perations.
otes for both
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EMO
s Center Boa
e Issue and
and getting
ns center will
m is complete
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Harris contra
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l as the optio
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ch to
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A combination of the communications center managers and the radio team met with Harris and
IXP to explore these options in some detail, and the conclusion of that meeting was that
proceeding with Option 2 was the best alternative. This approach would allow the new radio
system to proceed as scheduled, allow the existing communications centers to learn the new
console system separately from all the other ‘new’ things they will need to learn at the
consolidated communications center, and allow the existing communications centers to have
access to the full functionality of the radio system.
In addition to this issue, there may be other issues that emerge as the detailed planning for the
consolidated communications center progresses, for example in the logging and recording
solutions. In the discussions described above, there was also a consensus that it would probably
be advisable to briefly hold off on issuing a change order for the console situation until these
other issues can be resolved (if they even exist). Then, a single change order could be prepared
for all of the radio system adjustments needed for the consolidated communications center.
RECOMMENDATION:
It is recommended that the Board affirm their agreement to the recommended approach so that
the combined radio system and comm center planning efforts have clear direction on how they
are proceeding.
ATTACHMENTS:
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AGEND
BACKG
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RECOM
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ATTACH
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NG DATE:
North
Kevin
DA ITEM #1
GROUND:
wly establishe
tructures. Th
data to allow
r considerati
weeks the co
SSION:
on to compe
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cost informa
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MMENDATI
e no actions
HMENTS:
May 1, 20
h Texas Emer
n Kearns, IX
12 – Discuss
ed organizat
he HR Mana
w a package o
ion and adop
omplete bod
nsation and
various pote
nd benefit pa
nefit service
ation can be
ION:
needed at th
AGENDA
14
rgency Com
P
sion of Hum
tion, the NTE
agers from th
of compensa
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dy of informa
benefit infor
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A ITEM ME
mmunications
man Resourc
ECC needs t
he four cities
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e providers a
ons and costs
o refine their
the package
EMO
s Center Boa
ce, Pay and
to develop it
s have been w
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and consulta
s. Further de
r preliminary
e of informat
ard of Direct
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t is expected
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each of the c
ants to collec
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pensation an
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d that within
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ct comparabl
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ates so that m
ded to the Bo
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nd
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MEETIN
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AGEND
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• Ju
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NG DATE:
North
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inally envisi
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few months
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uly 3rd
August 7th
eptember 4th
a sense that
the Board m
ecisions on i
SSION:
rly months o
Board action
trategies, po
n and contrac
s on these iss
ble.
May 1, 20
h Texas Emer
n Kearns, IX
13 – Discuss
ioned schedu
1st Thursday
would be:
h
one or more
members, and
ncremental i
of the project
. This will in
sition descri
cting decisio
sues are imp
AGENDA
14
rgency Com
P
s Upcoming
ule for the B
y of each mo
e of these dat
d it is likely t
issues during
t, there will
nclude thing
iptions and s
ns and a var
portant in allo
A ITEM ME
mmunications
Meeting Da
oard of Dire
onth. Follow
tes may pres
that holding
g startup tha
be a number
s such as the
selection pro
riety of simil
owing the pr
EMO
s Center Boa
ates and Po
ectors meetin
wing this patt
sent scheduli
only monthl
at could dela
r of increme
e organizatio
ocesses for v
lar actions. T
roject to mo
ard of Direct
ossible Addi
ngs was to m
tern, the mee
ing problem
ly meetings
ay the project
ental decision
onal compen
various positi
Timely consi
ve forward a
tors
itional Meet
meet on a
eting dates o
ms for one or
will not allo
t.
ns that will
nsation and
ions, vendor
ideration and
as expeditiou
tings
over
ow
r
d
usly
RECOMMENDATION:
Meeting dates for at least the next four months, including mid-month meetings, should be
confirmed so that other project activities can be scheduled to work within those targets. Mid-
month meetings could be cancelled if there were no pressing issues that needed action, and
updates on non-decision issues could be conducted through briefing memos.
ATTACHMENTS:
None