Common use of Initial Consolidation Clause in Contracts

Initial Consolidation. The MRCC shall institute a limited, one time only “grandfather clause” that may grant DBE certification to firms currently certified by agencies that administer programs under the USDOT and 49 CFR Part 26. Those agencies are MoDOT, City of St. Louis, KCATA, and the City of Kansas City. This does not include firms certified as a DBE, MBE or WBE by any city, state, federal agency, or any other entity who does not comply with 49 CFR Part 26, as determined by the MRCC. If any agency that does not currently certify DBE firms under 49 CFR Part 26 or any other program, wishes to participate in the MRCC, the MRCC Partners must approve its participation in the same manner as required for reciprocity with other regional UCPs. The agreement must be amended to reflect the addition of the agency and the responsibilities. Each UCP Partner must present a list of their certified firms in alphabetical order that shall become part of the initial UCP database. Information on each firm should include address, telephone number, fax number, e-mail address, website address, and owner’s name(s). This list must be submitted in hard copy format and via electronically on an Excel spreadsheet. A master list of all certified firms will be generated and electronic and hard copies distributed to each UCP Partner. Each UCP Partner shall also present a list of pending firms (firms that have submitted application for certification but the partner has not completed its certification review). The MRCC shall hold the consolidation meeting, in which a majority of the MRCC members is needed for a quorum. The MRCC may elect a Chairperson to conduct the grandfathering process. The grandfathering process is not intended to be burdensome and any additional certification reviews shall be evenly distributed among the members. Any firms that are not certified with all agencies, or any firm in which a MRCC Partner challenges in writing, will be reviewed in order to determine continued eligibility under 49 CFR Part 26. The MRCC operates as the entity to determine whether the challenging agency has met the burden of proof for removal of certification. Any written challenge must be submitted to each MRCC representative and the firm being challenged within 10 working days of the consolidation meeting. The notice must include the specific grounds asserted for removal of DBE eligibility contained in 49 CFR Part 26. The notice to the challenged firm must be sent by certified mail. The MRCC will set a date to review the challenge. The challenged firm may appear in person at that time; however, they are not required to do so. The challenging agency will have 30 days to review the firm and provide any additional documentation to the MRCC representatives and the challenged firm. The challenged firm will then have 30 days to submit a response and any documents necessary to rebut the assertions. The challenged firm must also notify the MRCC at that time if they intend to appear in person and if they are going to be represented by counsel. While legal counsel may accompany the firm during the MRCC hearing, only the controlling owner may speak on behalf of the firm, respond to questions from the MRCC members or otherwise make a presentation. The hearing on certification eligibility is an open meeting and the challenged DBE firm shall be given an opportunity to present evidence. Each owner will be limited to a period of 45 minutes to address the MRCC committee. Reasonable accommodations will be made for those with disabilities. The MRCC will review the written request of the challenging agency, any information submitted, the certification file, evidence or documentation submitted by the DBE firm, and any other documentation provided. A motion must first be made to accept the firm and a second to the motion is required. Discussion may be held regarding the firm, if warranted. A final vote will then be taken after discussion has ended in order to render the MRCC’s final determination as to whether or not the firm meets the eligibility requirements. A majority of the affirmative vote is needed to approve the firm’s eligibility as a DBE. If the MRCC finds reasonable cause does not exist for removal of eligibility, the MRCC will notify the challenged firm, in writing, of this determination and will then grandfather the firm into the UCP. The final decision will be made in writing and rendered publicly. An administrative record will be developed and supplemented as necessary by the MRCC. Written action by the MRCC is final and the firm may appeal the determination to the USDOT, as set out in the section on appeals. After the initial consolidation only those firms certified as meeting the eligibility requirements as set out in 49 CFR 26 shall be recognized as certified by the MRCC. Any MRCC Partner that has concerns regarding any firm may file a Third Party Challenge. That challenge will be treated in the manner set out in the section titled Third Party Challenges. New Recipients Any USDOT agency located in the state of Missouri, whether a direct or sub-recipient of DOT funds, and is not party to the initial consolidation process shall be considered a new recipient. New recipients must have a USDOT approved DBE program as specified in 49 CFR Part 26. All new recipients must become signatories to the Missouri UCP Agreement and comply with its provisions. ATTACHMENT A

Initial Consolidation. The MRCC shall institute a limited, one time only “grandfather clause” that may grant DBE certification to firms currently certified by agencies that administer programs under the USDOT and 49 CFR Part 26. Those agencies are MoDOT, City of St. Louis, KCATA, and the City of Kansas City. This does not include firms certified as a DBE, MBE or WBE by any city, state, federal agency, or any other entity who does not comply with 49 CFR Part 26, as determined by the MRCC. If any agency that does not currently certify DBE firms under 49 CFR Part 26 or any other program, wishes to participate in the MRCC, the MRCC Partners must approve its participation in the same manner as required for reciprocity with other regional UCPs. The agreement must be amended to reflect the addition of the agency and the responsibilities. Each UCP Partner must present a list of their certified firms in alphabetical order that shall become part of the initial UCP database. Information on each firm should include address, telephone number, fax number, e-mail address, website address, and owner’s name(s). This list must be submitted in hard copy format and via electronically on an Excel spreadsheet. A master list of all certified firms will be generated and electronic and hard copies distributed to each UCP Partner. Each UCP Partner shall also present a list of pending firms (firms that have submitted application for certification but the partner has not completed its certification review). The MRCC shall hold the consolidation meeting, in which a majority of the MRCC members is needed for a quorum. The MRCC may elect a Chairperson to conduct the grandfathering process. The grandfathering process is not intended to be burdensome and any additional certification reviews shall be evenly distributed among the members. Any firms that are not certified with all agencies, or any firm in which a MRCC Partner challenges in writing, will be reviewed in order to determine continued eligibility under 49 CFR Part 26. The MRCC operates as the entity to determine whether the challenging agency has met the burden of proof for removal of certification. Any written challenge must be submitted to each MRCC representative and the firm being challenged within 10 working days of the consolidation meeting. The notice must include the specific grounds asserted for removal of DBE eligibility contained in 49 CFR Part 26. The notice to the challenged firm must be sent by certified mail. The MRCC will set a date to review the challenge. The challenged firm may appear in person at that time; however, they are not required to do so. The challenging agency will have 30 days to review the firm and provide any additional documentation to the MRCC representatives and the challenged firm. The challenged firm will then have 30 days to submit a response and any documents necessary to rebut the assertions. The challenged firm must also notify the MRCC at that time if they intend to appear in person and if they are going to be represented by counsel. While legal counsel may accompany the firm during the MRCC hearing, only the controlling owner may speak on behalf of the firm, respond to questions from the MRCC members or otherwise make a presentation. The hearing on certification eligibility is an open meeting and the challenged DBE firm shall be given an opportunity to present evidence. Each owner will be limited to a period of 45 5 minutes to address the MRCC committee. Reasonable accommodations will be made for those with disabilities. The MRCC will review the written request of the challenging agency, any information submitted, the certification file, evidence or documentation submitted by the DBE firm, and any other documentation provided. A motion must first be made to accept the firm and a second to the motion is required. Discussion may be held regarding the firm, if warranted. A final vote will then be taken after discussion has ended in order to render the MRCC’s final determination as to whether or not the firm meets the eligibility requirements. A majority of the affirmative vote is needed to approve the firm’s eligibility as a DBE. If the MRCC finds reasonable cause does not exist for removal of eligibility, the MRCC will notify the challenged firm, in writing, of this determination and will then grandfather the firm into the UCP. The final decision will be made in writing and rendered publicly. An administrative record will be developed and supplemented as necessary by the MRCC. Written action by the MRCC is final and the firm may appeal the determination to the USDOT, as set out in the section on appeals. After the initial consolidation only those firms certified as meeting the eligibility requirements as set out in 49 CFR 26 shall be recognized as certified by the MRCC. Any MRCC Partner that has concerns regarding any firm may file a Third Party Challenge. That challenge will be treated in the manner set out in the section titled Third Party Challenges. New Recipients Any USDOT agency located in the state of Missouri, whether a direct or sub-recipient of DOT funds, and is not party to the initial consolidation process shall be considered a new recipient. New recipients must have a USDOT approved DBE program as specified in 49 CFR Part 26. All new recipients must become signatories to the Missouri UCP Agreement and comply with its provisions. ATTACHMENT A