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HomeMy WebLinkAbout(10) 13143: SUMMER YOUTH PROGINTER MEMO TO: Mayor, City Council & City ManageK From: Mark T. Sokolow, City Attorney ~ ~ Subject: P. R. No. 13143 Council Meeting, May 24, 2005 Date: May 19, 2005 Attached is P.R. No. 13143 approving a new Memorandum of Understanding between the City of Port Arthur and the Southeast Texas Workforce Development Board for the Summer Youth Employment Program as to increase the number of student participants and the funding amount thereof. The new Memorandum of Understanding is increasing the number of participants to sixteen (16) students, with reimbursement at $30,990.96. The original Memorandum of Understanding and Financial Agreement was approved per Resolution No. 05-111 at the April 12, 2005 Council Meeting. MTS/ts Attachment cc: Assistant Director of Human Resources Ira McNeil, Project Leader ACS WORKFORCE AND COMMUNITY SOLUTIONS 320 Pearl Street, Suite 300 Beaumont, TX 77701 z. prl314 3. memo P. R. No. 13143 05/19/05 - ts RESOLUTION NO. A RESOLUTION APPROVING A NEW MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF PORT ARTHUR AND THE SOUTHEAST TEXAS WORKFORCE DEVELOPMENT BOARD FOR THE S~MMER YOUTH EMPLOYMENT PROGRAM WHEREAS, per Resolution No. 05-111, the City of Port Arthur approved a Memorandum of Understanding with the Southeast Texas Workforce Development Board for the Summer Youth Employment Program; and, WHEREAS, the Southeast Texas Workforce Development Board has increased the number of student participants and the funding amount is also increased, as per the new Memorandum of Understanding and Financial Agreement attached hereto as Exhibit ~A". NOW, THEREFORE, BE IT RESOL~m BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That the City Manager is herein authorized to execute a new Memorandum of Understanding and Financial Agreement in substantially the same form as attached hereto as Exhibit ~A". Section 3. That a copy of the caption of this Resolution be spread upon the Minutes of the City Council. READ, ADOPTED AND APPROVED on this __ day of , A.D., 2005, at a Regular Meeting of the City Council of the City of Port Arthur, Texas, by the following vote: AYES: Mayor ; City Council ; NOES: OSCAR ORTIZ, MAYOR ATTEST: EVANGELINE GREEN, CITY SECRETARY APPKOVED AS TO FOPS: MARK T. SOKOLOW, CITY ATTORNEY APPROVED FOR ADMINISTRATION: STEVE FITZGIEBONS, CITY MANAGER DR. ALBERT THIGPEN, ASSISTANT DIRECTO~ OF HUMAN RESOURCES z.pr13143 EXHIBIT ~'A" MAY :1 3 2005 LEG/~I. O~i:~ Memo To: Mark $okolow, City Attorne/ ~ From: Albert T. Thigpen, Znterim Director of Pa~ks and Rec~e~tio Re: I~esolution 05-111 Ref. Memorandum of Understanding and Financial Agreement between Southeast Texas Workforce Development Booed and City of Port Arthur Comment Please prepare an agenda item revising the subject resolution approved by the City Council. The 5outhe~st Texas Workforce Development Board has increased the number of student participants; thus, the funding amount. We would like this item on the Mm/24, 2005 agenda for program continuity. Thank you. Attachment: Original/Signed Contract "EEMEMBEE, WE AEE HE!~E TO 5El;rYE THE dl ~ ~/-.EN5 OF POINT A~THU~' Southeast Texas Power Zones Payroll Administration and Reimbursement Contract Cover Sheet Contract Number: 1068E-05 Type of Contract: Cost Reimbursement Contract Period: June 1, 2005 through July 29, 2005 Funding Obligation: $30,990.96 Contractor: Agency: City of Port Arthur ACS Workforce and Community Solutions P.O. Box 1089 304 Pearl Street Port Arthur, TX 77641 Beaumont, Texas 77701 Contact Person: Dr. Albert Thigpen Contact Person: Mr. Ira McNeil Purpose of the Contract: To provide payroll for up to sixteen (16) Workforce Investment Act eligible participants while participating in the P.A.I.G. Summer Employment Program. The Contractor agrees expend Workforce Investment Act Youth program funds in accordance with the provisions of the is contract consisting of the following parts which are hereby incorporated as part of this contract and constitute promised performance by Contractor: Contract Cover Sheet Component A - Statement of Work Component B - Contract Budget Component C - Contract General Provisions Component D - Contract Performance Contractor hereby acknowledges that it has read and understands this entire contract. All oral or written agreements between the parties hereto relating to the subject matter of this contract that were mad e prior to the execution of this contract have been reduced to writing and are contained herein. Contractor agrees to abide by all terms and conditions specified herein and certify that the information provided to the Commission is true and correct in all respects to the best of its knowledge and belief. The obligations of ACS Workforce and Community Solutions under this contract ara expressly contingent upon the availability of funds for such purpose. This contract shall not be binding until expressly approved by the Managing Director of ACS Workforce and Community Solutions. APPROVED: City of Port Arthur ACS Work~.ce and~j~0unity Solutions / Mr. Stephen B. Fitzgibbons, City Manager Mr/~ay-:~e~l~o,---'-'-~or ~i~e President ahd Ma, rfaging Director Date Date Contract for Payroll Reimbursement Between City of Port Arthur (Port Arthur Industrial Group) and ACS Workforce and Community Solutions, (Southeast Texas Power Zones) Component A: Statement of Work Component A: Statement of Work ACS-Workforce and Community Solutions, Operator of the Southeast Texas Power Zone Youth Centers, and the City of Port Arthur, recipient and administrator of funds for the Port Arthur Industrial Group, enter into this contract for payroll distribution. The City of Port Arthur will be administer payroll for approximately (16) students referred to the Port Arthur Industrial Group Program by the Port Arthur Power Zone. The Power Zone will provide the City of Port Arthur the names and social security numbers of the 16 participants that have been determined eligible for reimbursement of payroll. The participants will be employed by the City of Port Arthur from June 1, 2005 through July 29, 2005. A total of forty (40) hours per week is the maximum number of hours to be worked weekly at $5.25 per hour for (9) weeks. The total cost of payroll including Social Security for all participants is not to exceed $30,990.96. The City of Port Arthur will invoice ACS Workforce and Community Solutions every two weeks for reimbursement of the identified participant salaries. In order to receive reimbursement, the City will ensure: · The invoice is only for participant wages and social security, other employee costs will be absorbed by the City of Port Arthur · A copy of the participant timesheets will accompany the invoice · Invoice amount is for participant salary (actual hours worked) · Overtime and Holiday hours paid to participants are not submitted for reimbursement. · Provide copies of timesheets and the payroll ledger to include participants names, social security numbers and hours worked during the billing period The total cost of the entire reimbursement will not exceed $30,990.96. Contract # 1068E-05 Page 2 of 19 Contract for Payroll Reimbursement Between City of Port Arthur (Port Arthur Industrial Group) and ACS Workforce and Community Solutions, (Southeast Texas Power Zones) Component B: Budget Component B: Budget Budget Amounts Salary Per Participant $1,936.94 $5.25 per hour x 8hfs/day x 43 days Social Security 7.25% x $1806.00 Total Cost $30,990.96 (Based on 16 participants and includes Social Security) Contract # 1068E-05 Page 3 of 19 Contxact for Payroll Reimbursement Between City of Port Arthur (Port Arthur Industrial Group) and ACS Workforce and Community Solutions, (Southeast Texas Power Zones) Component C: General Contract Provisions Component C: General Contract Provisions PART I. INTRODUCTION & CONDITIONS PRECEDENT SECTION '1. Parties to Contract This Contract is made and entered into by and between ACS Workforce and Community Solutions, hereinafter referred to as "ACS" and the City of Port Arthur, hereinafter referred to as "CONTRACTOR". The Parties hereto have severally and collectively agreed and by the execution hereof are bound as per the terms and conditions of this Contract to the mutual obligations and to the performances and accomplishment of the tasks described in this Contract. SECTION 2. Contract Period A. This contract will begin June 1,2005 and shall be effective until July 29, 2005. The reimbursement of funds should be complete approximately 30 days after the end of the program. B. The parties hereto agree and understand that each of them may execute this contract on different dates, but hereby acknowledge that the effective date of this Contract when fully executed by both parties shall be June 1,2005. SECTION 3. Le(]al Authority A. The Power Zone is funded via the Southeast Texas Workforoe Development Board (subsequently referred to as SETWDB), which is responsible for administering an integrated workforce delivery system for the Southeast Texas Area, including job training, employment, and employment related educational programs, and is authorized to the Power Zone for service delivery. B. CONTRACTOR warrants and represents to ACS WORKFORCE AND COMMUNITY SOLUTIONS that it possesses the legal authority pursuant to an official motion, resolution or action passed or taken by its managing Partner(s), Board of Directors, or other governing body or person(s), giving CONTRACTOR legal authority to enter into this Contract, to receive the funds fully authorized by this Contract, and to perform the services CONTRACTOR has obligated itself to perform under this Contract including any subsequent Contract amendments or modifications made in accordance with Part V, Section 3, below. C. The individual person signing this Contract on behalf of CONTRACTOR hereby warrants and represents that he/she has been fully authorized by CONTRACTOR to execute this Contract on behalf of said CONTRACTOR Contract # 1068E-05 Page 4 of 19 Contract for Payroll Reimbursement Between City of Port Arthur (Port Arthur Industrial Group) and ACS Workforce and Community Solutions, (Southeast Texas Power Zones) Component C: General Contract Provisions and to validly and legally bind the CONTRACTOR to any and all the terms, performances and provisions set forth in this Contract. D. The parties hereto expressly agree that this Contract shall not be legally binding or enforceable unless and until ACS Workforce and Community Solutions designated representative has executed said Contract. SECTION 4. Conditions Precedent A. Within 10 days of commencement of activities under this Contract, CONTRACTOR shall provide a certificate of insurance certifying that CONTRACTOR carries the insurance coverage described below with a company licensed to do business in the State of Texas or show evidence the company is self-insured. This insurance coverage shall remain in force during the life of this Contract. CONTRACTOR shall carry Workers' compensation or a comparable insurance with statutory limits in compliance with the law or laws of the state or states in which employees are hired or will work and employer's liability insurance with minimum limits of $1,000,000. B. Prior to execution of this Agreement, CONTRACTOR shall submit to ACS Workforce and Community Solutions, a certificate of insurance evidencing the insurance required under this Agreement, together with confirmation that all premiums due have been paid. ACS Workforce and Community Solutions shall be named as a certificate holder for said insurance policies. C. All insurance required under this Agreement shall be with companies reasonably satisfactory to ACS Workforce and Community Solutions and authorized to do business under the laws of the state where Services are performed. ACS WORKFORCE AND COMMUNITY SOLUTIONS shall be granted a waiver of subrogation. D. Debarment & Suspension 1. CONTRACTOR shall comply with the Federal regulations implementing Executive Order 12549, Debarment and Suspension 29 CFR Part 98, and in doing so has provided to ACS WORKFORCE AND COMMUNITY SOLUTIONS, prior to its signature and execution of this Contract and prior to ACS WORKFORCE AND COMMUNITY SOLUTIONS execution of this Contract, a certification that neither CONTRACTOR, nor its principals, are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. 2. Additionally, the CONTRACTOR shall comply with this regulation and requirement with regards to its Subcontractors or Assignees. It shall Contract # 1068E-05 Page 5 of 19 Contract .for Payroll Reimbursement Between City of Port Arthur (Port Arthur Industhal Group) and ACS Workforce and Community Solutions, (Southeast Texas Power Zones) Component C: General Contract Provisions ensure and require the same certification from its Subcontractors(s) or Assignees, which shall be forwarded to ACS WORKFORCE AND COMMUNITY SOLUTIONS along with the notification of assignment or Subcontract as required by Part IV, Section 4, of this Contract, PART II. GENERAL PROGRAM SERVICE SECTION 1. Program Components A. Standards of Work/Quality of Training & Services CONTRACTOR agrees and understands that the performance of work and services pursuant to the requirements of this Contract shall conform to the highest possible professional standards in every phase of the conduct of its work, including but not limited to the following requirements: 1, Proper record keeping and reporting is required in order to reimburse any funds in accordance with the contract and the Memorandum of Understanding. 2. Providing to ACS Workforce and Community Solutions copies of Payroll Ledgers and individual timesheets identifying each participant name and the amount of money paid during the employment period. This information should be submitted with payment invoices. 3. Maintaining appropriate controls to ensure all expenditure of funds are tracked appropriately and reimbursement requested timely PART II1. METHOD AND TIME OF PAYMENT SECTION 1. Request for Reimbursement of Unexpended Funds A. Cost Reimbursement Contract CONTRACTOR must submit requests twice a month for reimbursement based on its actual and allowable expenditures for participant wages. · Copies of participant timesheets and payroll ledgers will be submitted with invoices for payment. · Wages to be reimbursed are only for Power Zone identified participant salaries. B. Requests for Payment/Payment Due Dates Contract # 1068E-05 Page 6 of 19 Contract for Payroll Reimbursement Between City of Port Ailhur (Port Arthur Industrial Group) and ACS Workforce and Community Solutions, (Southeast Texas Power Zones) Component C: General Contract Provisions Request for payment will be made within fourteen (14) days after the pay date. Once payment is received the check will be made payable to the CONTRACTOR within one week after invoice is received and verified. SECTION 2. Withholding and Recapture A. Recapture of Payment ACS WORKFORCE AND COMMUNITY SOLUTIONS shall retain the right to recover funds after fully considering the recommendation of independent auditors on disallowed costs/payments resulting from any audit. Further, notwithstanding any exercise of termination by ACS, CONTRACTOR shall remain liable of any breach of Contract and ACS may withhold payments requested until such time as any damages due ACS have been determined, and may offset any amounts due CONTRACTOR by mutual agreement or as required to ensure full compliance by CONTRACTOR on al of the terms of this Contract. B. Recapture of Excess Payment Any payment by ACS WORKFORCE AND COMMUNITY SOLUTIONS to CONTRACTOR in excess of the approved, actual, and allowable expenditures incurred by CONTRACTOR as a result of activities specified within this Contract shall be reported and returned to ACS WORKFORCE AND COMMUNITY SOLUTIONS. SECTION 3. Unilateral Budgetary Adjustments A. ACS WORKFORCE AND COMMUNITY SOLUTIONS shall not be liable to CONTRACTOR for payment under this Contract which exceeds the amounts specified. ACS WORKFORCE AND COMMUNITY SOLUTIONS, from time to time, may provide written notification to CONTRACTOR in the form of a letter contract, unilateral amendment, or a bilaterally executed Contract amendment which shall serve to obligate additional funds under this Contract. B. CONTRACTOR expressly agrees and understands that ACS WORKFORCE AND COMMUNITY SOLUTIONS does not have ultimate control over its state and federal funding sources, and that sudden changes may occur in relation thereto, and therefore amounts otherwise to be set aside to CONTRACTOR may suddenly and unilaterally be reduced if ACS WORKFORCE AND COMMUNITY SOLUTIONS does not receive the amount of funding it had anticipated or if for any other reason, ACS WORKFORCE AND COMMUNITY SOLUTIONS determines, in its sole discretion, that budgetary changes are needed or deemed desirable in order for ACS WORKFORCE AND COMMUNITY SOLUTIONS to successfully carry out its overall objectives. In Contract # 1068E-05 Page 7 of 19 Contract for Payroll Reimbursement Between City of Port Arthur (Port Arthur Indus~ial Group) and ACS Workforce and Community Solutions, (Southeast Texas Power Zones) Component C: General Contract Provisions this regard, ACS WORKFORCE AND COMMUNITY SOLUTIONS also reserves the right to reduce, or cancel Contract funding (as specified in Part V, below) whenever ACS WORKFORCE AND COMMUNITY SOLUTIONS determines, in its sole discretion, that budgetary changes are needed or desirable in order for ACS WORKFORCE AND COMMUNITY SOLUTIONS to successfully carry out its overall programmatic objectives. ACS WORKFORCE AND COMMUNITY SOLUTIONS reserves the right to increase Contract amounts subject to CONTRACTOR acceptance if funds become available and if it is in the best interest of ACS WORKFORCE AND COMMUNITY SOLUTIONS. C. Such notification(s)/amendments, if any, will specify ACS WORKFORCE AND COMMUNITY SOLUTIONS maximum obligations to CONTRACTOR and the effective date of such notification/amendment. SECTION 4. Non-duplication of Payment CONTRACTOR shall repay to ACS WORKFORCE AND COMMUNITY SOLUTIONS, any funds found to have been paid to CONTRACTOR for the same service or property from any funds other than this Contract. In the case of duplicate payments, the CONTRACTOR shall reimburse any duplicate payments made to CONTRACTOR or participants. Additionally, ACS WORKFORCE AND COMMUNITY SOLUTIONS reserves the right to withhold payments requested by CONTRACTOR, to offset duplicate payments previously made which were improper or unauthorized. PART IV. LIMITATION ON LIABILITY SECTION 1. Measure of Liability 1. ACS WORKFORCE AND COMMUNITY SOLUTIONS shall not be liable to CONTRACTOR for costs incurred or performances rendered by CONTRACTOR other than the salaries of up to 16 students that have been identified by the City of Port Arthur and ACS staff. 2. ACS WORKFORCE AND COMMUNITY SOLUTIONS shall not be liable for any allowable costs properly incurred, by CONTRACTOR in the performance of this Contract which have not been billed to ACS WORKFORCE AND COMMUNITY SOLUTIONS within sixty (60) calendar days following termination of this Contract. 3. CONTRACTOR understands and agrees that it shall be liable to repay to ACS WORKFORCE AND COMMUNITY SOLUTIONS, within twenty (20) calendar days of notice of repayment, any amounts expended under this Contract # 1068E-05 Page 8 of 19 Contract for Payroll Reimbursement Between City of Port Arthur (Port Arthur Industrial Group) and ACS Workforce and Commtmity Solutions, (Southeast Texas Power Zones) Component C: General Contract Provisions Contract found not to be in accordance with Contract provisions, including, but not limited to, disallowed costs. Such repayment shall be from non- federal funds. SECTION 2. Indemnification A. CONTRACTOR shall indemnify, save an hold harmless from any claims or losses or damages to property and/or resulting loss of use thereof and from any loss or damage arising from bodily injury, including death, to the extent that such claims, Losses or damage are caused Ln whole or in part by the negligent acts or omissions of the CONTRACTOR, its employees, officers and agents, or its Contractors. B. CONTRACTOR agrees (1) to the extent permitted by law, to Lndemnify and hold harmless the U.S. DOL, TWC, the Southeast Texas Workforce Development Board, ACS WORKFORCE AND COMMUNITY SOLUTIONS, or any other applicable specific funding source(s), material losses accruing or resulting to CONTRACTOR, and to any and all subcontractors, persons, laborers, and any other persons, firms or corporations, furnishing or supplying work, services, materials, or supplies in connection with the performance of this Contract, and from any and all claims and Losses accruing or resulting to any persons, firms or corporations which may be injured or damaged by CONTRACTOR in the performance of this Contract. SECTION 3. Independent CONTRACTOR In the execution of this Contract and rendering of services prescribed by this Contract: A. CONTRACTOR shall maintain at aLI times its independent status; B. No provision of this Contract, act of CONTRACTOR in the performance of this Contract, or act of ACS WORKFORCE AND COMMUNITY SOLUTIONS in the performance of this Contract, shall be construed as making CONTRACTOR the agent, servant or employee of ACS WORKFORCE AND COMMUNLTY SOLUTIONS; C. Except as designated in writing by ACS WORKFORCE AND COMMUNITY SOLUTIONS, employees of CONTRACTOR are not employees of ACS WORKFORCE AND COMMUNITY SOLUTIONS since (1) employees are subject to exclusive control and supervision of CONTRACTOR; and (2) CONTRACTOR is solely responsLble for employee payrolls and claims arising there from. Contract # 1068E-05 Page 9 of 19 Contract for Payroll Reimbursement Between City of Port Arthur (Port Arthur Industrial Group) and ACS Workforce and Community Solutions, (Southeast Texas Power Zones) Component C: General Contract Provisions SECTION 4. Assignment/Subcontracting A. CONTRACTOR shall, prior to assigning or subcontracting any provision of this Contract, ensure that a written request has been provided to ACS WORKFORCE AND COMMUNITY SOLUTIONS and written permission granted by ACS WORKFORCE AND COMMUNITY SOLUTIONS. No assignment or subcontract shall be considered binding without such prior written request and approval by ACS WORKFORCE AND COMMUNITY SOLUTIONS. B. Any of the work or services specified in the Contract which shall be performed by other than CONTRACTOR shall be evidenced by a written contract specifying the terms and conditions of such performance. CONTRACTOR shall maintain and adhere to an appropriate system, consistent with federal, state, and local laws. C. CONTRACTOR shall ensure that the performances rendered under all assignments or subcontracts are rendered so as to comply with all the terms and provisions of this Contract as if the performances rendered were rendered by CONTRACTOR. Assigning or subcontracting of this Contract shall not relieve CONTRACTOR from any of its obligations or liabilities under this Contract. CONTRACTOR shall bear full responsibility for performance under all subcontracts. D. CONTRACTOR, in assigning or subcontracting any of the performances hereunder, expressly understands that in entering into such subcontracts ACS WORKFORCE AND COMMUNITY SOLUTIONS is in no way liable to CONTRACTOR'S subcontractor(s) or assignee(s). PART V. CONTRACT CESSATION AND AMENDMENT SECTION 1. Termination CONTRACTOR acknowledges that this Contract may be terminated by ACS WORKFORCE AND COMMUNITY SOLUTIONS under the following circumstances: A. Termination for Cause 1. ACS WORKFORCE AND COMMUNITY SOLUTIONS may terminate this Contract, in whole or in part, for breach of any term, condition, and obligation of the Contract by the CONTRACTOR as provided for and more fully described in Part V, Section D, below. In the event of such terminations, all compensation to CONTRACTOR under this Contract shall cease pending completion of a final Contract Closeout Report and Contract # 1068E-05 Page 10 of 19 Contract for Payroll Reimbursement Between City of Port Arthur (Port Arthur Indus~al Group) and ACS Workforce and Community Solutions, (Southeast Texas Power Zones) Component C: General Contract Provisions any closing audit required by ACS WORKFORCE AND COMMUNITY SOLUTIONS. Such termination shall not be an exclusive remedy but shall be in addition to any other rights, sanctions and remedies provided by law or under this Contract. 2. Any of the following actions may, among other types of actions, constitute cause for termination by ACS WORKFORCE AND COMMUNITY SOLUTIONS: a) If CONTRACTOR, its employees, agents, or any of its representatives has committed any fraud or made any false statement to ACS WORKFORCE AND COMMUNITY SOLUTIONS in connection with this Contract, or has committed fraud or made any false statement in connection with any State or Federally funded/assisted Contract or program; b) If CONTRACTOR fails to perform its obligations in a timely and proper manner or violates any obligation under this Contract or under any other Contract funded/assisted by ACS WORKFORCE AND COMMUNITY SOLUTIONS; c) if CONTRACTOR has demonstrated any intention not to perform or to violate any obligation under this Contract or any other Contract funded/assisted by ACS WORKFORCE AND COMMUNITY SOLUTIONS under TWC funding; 3. In the event of such Termination for Cause, CONTRACTOR shall cease to incur costs under this Contract upon termination or receipt of written notice to Terminate, whichever occurs first. B. Termination for Convenience ACS WORKFORCE AND COMMUNITY SOLUTIONS reserves the right to terminate this Contract for convenience, in whole or in part, at any time it determines that continuation of the activity or program(s) funded by this Contract would not produce beneficial results commensurate with further expenditure of funds, or when it is in the best interest of ACS WORKFORCE AND COMMUNITY SOLUTIONS. C. CONTRACTOR Termination of Contract In the event CONTRACTOR is unable to perform its obligations under this Contract, the Termination and Closeout procedures described in this Part V, Section 1, and 2, respectively, shall govern, and CONTRACTOR shall send a written notice of such non-performance postmarked no less than twenty (20) Contract # 1068E-05 Page 11 of 19 Contract for Payroll Reimbursement Between City of Port Arthur (Port Arthur Industml Group) and ACS Workforce and Community Solutions, (Southeast Texas Power Zones) Component C: General Contract Provisions calendar days prior to the effective date of such proposed action. ACS WORKFORCE AND COMMUNITY SOLUTIONS shall have the right to voluntarily terminate the Contract or to seek such legal remedies as may be in the best interest of ACS WORKFORCE AND COMMUNITY SOLUTIONS. D. Action Prior to Termination Notwithstanding Part V, Section 1, A. 4., above, ACS WORKFORCE AND COMMUNITY SOLUTIONS, no less than five (5) days prior to sending its written Notice of Termination to CONTRACTOR under (A) above, shall notify CONTRACTOR in writing of the stated cause(s) for such termination and the intent to terminate said Contract. SECTION 2. Suspension In lieu of termination ACS WORKFORCE AND COMMUNITY SOLUTIONS may, at its sole discretion, immediately suspend the Contract with written notice, in whole or in part, pending corrective action or pending decision to terminate. SECTION 3, Contract Amendments A. Unilateral Amendments 1. In the event of termination, suspension, or reduction of any of the State or Federal funds under which this Contract is funded, this Contract shall be reduced to the level of funds available or suspended until further notice or may be terminated by ACS WORKFORCE AND COMMUNITY SOLUTIONS. 2. Unilateral modification by ACS WORKFORCE AND COMMUNITY SOLUTIONS of any of the terms of this Contract may occur in cases of material changes in the financial or other condition of the CONTRACTOR, non-compliance, unreasonable delays, non- performance, or under-performance on the part of the CONTRACTOR in fulfilling its obligations under this Contract. 3. It is expressly understood and agreed by the parties hereto that at all times this Contract must be in compliance with the rules and interpretations of applicable laws and regulations as determined by the United States Department of Labor, the TWC, and/or ACS WORKFORCE AND COMMUNITY SOLUTIONS; and that unilateral amendments, changes, interpretations, and clarifications of terms central to this Contract will be made by ACS VVORKFORCE AND COMMUNITY SOLUTIONS throughout the Contract period in order to Contract # 1068E-05 Page 12 of 19 Contract for Payroll Reimbursement Between City of Port Arthur (Pon Arthur Industrial Group) and ACS Workforce and Community Solutions, (Southeast Texas Power Zones) Component C: General Contract Provisions ensure full compliance with all applicable laws and regulations governing this program. 4. Any alterations, additions, or deletions to the terms of any part of this Contract which are required by changes in Federal or State law or regulations, or by TVVC issuance, are automatically incorporated into this Contract with written amendment hereto, and shall become effective on the date designated by such law, regulation or issuance. PART VI. ASSURANCES AND CERTIFICATIONS SECTION '1. Notices/Communication A. Any notice, request or demand required or permitted to be given hereunder by either party to the other shall be effected either by personal delivery in writing or by U. S. mail, courier service, or telecopy with applicable verification of date and time initiated, and delivered to the last registered address of either party and such notice will be deemed to be legally effective irrespective of any change in location of CONTRACTOR. B. Mailed notices shall be addressed to the parties at the addresses appearing below, but each party may change its address by written notice in accordance with this section. Notices delivered personally shall be deemed communicated as of actual receipt. Mailed notices shall be deemed communicated as of three (3) days after mailing or verified receipt whichever is earlier. Official Mailing Address for ACS WORKFORCE AND COMMUNITY SOLUTIONS: Ira L. McNeil, Project Leader ACS Workforce and Community Solutions 320 Pearl Street, Suite 300 Beaumont, Texas 77701 (409) 839-8045, Ext. 308 Official Mailing Address for CONTRACTOR: City of Port Arthur Attn: Mr. Stephen B. Fitzgibbons P.O. Box 1089 Port Arthur, TX 77641 (409) 983-8210 Contract # 1068E-05 Page 13 of 19 Contract for Payroll Reimbursement Between City of Port Arthur (Port Arthur Industrial Group) and ACS Workfurce and Community Solutions, (Southeast Texas Power Zones) Corrrponent C: General Contract Provisions SECTION 2. Program Participation A. CONTRACTOR agrees that services provided under this Contract are to be provided to WIA eligible persons as defined by Federal and State Rules and Regulations, the 'I'WC, and other specific funding source(s) for this Contract and ACS WORKFORCE AND COMMUNITY SOLUTIONS plans for service delivery. SECTION 3. Responsible CONTRACTOR A. CONTRACTOR guarantees that it is responsible and possesses the ability to perform successfully under the terms and conditions of this Contract, that it has adequate financial and technical resoumes or the ability to obtain such resources as required during the performance of this Contract and that it has the administrative capability and competence necessary to carry out the terms and conditions of this Contract exactly as specified. The CONTRACTOR is responsible to inform ACS WORKFORCE AND COMMUNITY SOLUTIONS immediately of any changes in their resources or stability which would possibly have an adverse effect on their ability to fulfill the contractual responsibilities. Additionally the CONTRACTOR assures ACS WORKFORCE AND COMMUNITY SOLUTIONS that its performance under the terms and conditions of this Contract will be in accordance with highest integrity and business ethics. If ACS WORKFORCE AND COMMUNITY SOLUTIONS determines at its sole discretion that the CONTRACTOR is not responsible, that it does not possess the administrative, financial, and/or technical resources and capabilities necessary to successfully perform under the terms and conditions of this Contract, it shall terminate this Contract. SECTION 4. Federal/State Obligations It is expressly understood and agreed that neither the U.S. DOL, nor TWC, are parties to this Contract and no legal liability shall attach to the part of the U.S. DOL or TWC by the expressed/implied terms and conditions of this Contract. SECTION 5. Accessibility of Records A. CONTRACTOR shall give the U.S. DOL, Comptroller General, General Accounting Office, Auditor of the State of Texas, TWC, Southeast Texas Workforce Development Board, ACS WORKFORCE AND COMMUNITY SOLUTIONS, or other specific funding source(s), through their authorized representative, the access to and the right to examine all records, books, papers, or documents requested in relationship to this contract. Contract # 1068E-05 Page 14 of 19 Contract for Payroll Reimbursement Between City of Poi~ Arthur (Port Arthur Industrial Group) and ACS Workfotce and Community Solutions, (Southeast Texas ?ower Zones) Component C: General Contract Provisions B. CONTRACTOR agrees to cooperate with any monitoring inspections, audit, or investigation of activities related to this Contract as may be conducted by ACS WORKFORCE AND COMMUNITY SOLUTIONS, SETWDB, TWC, Auditor of the State of Texas, U.S. DOL, Comptroller General of the United States, and any other specific funding source(s)for this Contract, or their duly authorized representatives. CONTRACTOR agrees to make available for examination any and all records requested regarding this contract and shall permit such entities to audit, examine, and make excerpts and transcripts, in whole or in part, from such records and to conduct audits of all contracts, invoices, materials, records of personnel, conditions of employment, and all other data requested. C. Such access shall be granted during regular office hours of the CONTRACTOR with or without previous announcement and shall include provisions by the CONTRACTOR of suitable workspace for such monitoring, inspection, audit, or investigation to be conducted. SECTION 6. Equal Opportunity Compliance and Assurance A. The conduct of the parties to this contract shall be in accordance with the provisions of the following laws, and with all applicable Rules and Regulations promulgated there under, as they may apply to the specific program or activity under this Contract: * Title VI and VII of the Civil Rights Act of 1964, as amended; . Section 504 of the Rehabilitation Act of 1973, as amended; * Title IX of the Education Amendments of 1972, as amended; * The Age Discrimination Act of 1975, as amended; * Americans with Disabilities Act, as amended; * Non-traditional Employment for Women Act of 1991; * the assurances required for WIA programs pursuant to 29 CFR 37 B. In addition, during the performance of this Contract, the TWC, SETVVDB, ACS WORKFORCE AND COMMUNITY SOLUTIONS, CONTRACTOR, and its Subcontractors will not deny the Contract's benefits to any person on the basis of religion, color, race, national origin, sex, age, physical or mental disability, nor will they discriminate unlawfully against any employee or applicant for employment because of race, religion, color, national origin, physical or mental disability, temporary medical condition, age or sex. The CONTRACTOR shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Contract # 1068E-05 Page 15 of 19 Contract for Payroll Reimbursement Between City of Port Arthur (Port Arthur Indusaial Group) and ACS Workforce and Community Solutions, (Southeast Texas Power Zones) Component C: General Contract Provisions PART VII. GENERAL PROVISIONS SECTION '1. Copyrights If this Contract results in a book or any other form of copyrightable material, the author is free to copyright the work, but ACS WORKFORCE AND COMMUNITY SOLUTIONS reserves a royalty-free, nonexclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use the work for government purposes. SECTION 2. Patents A. CONTRACTOR shall indemnify ACS WORKFORCE AND COMMUNITY SOLUTIONS, SETWDB, and TWC, and their officers, agents and employees against liability, including costs, for infringement of any Unites States patent (except a patent issued upon an application that is now or may hereafter be withheld from issue pursuant to a Secrecy Order under 35 U.S.C.p. 181) arising out of the manufacture or delivery of supplies, the performance of services, or the construction, alteration, modification, or repair of real property under this Contract, or out of the use or disposal by or for the account of ACS WORKFORCE AND COMMUNITY SOLUTIONS, SETWDB, or TWC of such supplies or construction work. B. With respect to any invention resulting from this Contract, in which the CONTRACTOR retains title, ACS WORKFORCE AND COMMUNITY SOLUTIONS, SETWDB and 'I'VVC shall have a nonexclusive, non- transferable, irrevocable, paid-up license to practice or have practiced the subject invention throughout the world. SECTION 3. No Waiver A. No Waiver of Rights ACS WORKFORCE AND COMMUNITY SOLUTIONS waives no rights, claims, or causes of action arising under this Contract by: 1. payment of ACS WORKFORCE AND COMMUNITY SOLUTIONS disbursements; 2. acceptance of unused fund balance or 3. termination of this Contract. B. Non-Waiver of Remedies ACS WORKFORCE AND COMMUNITY SOLUTIONS' exercise or non- exercise of any remedy, right, or provision stated in this Contract shall not Contract # 1068E-05 Page 16 of 19 Contract for Payroll Reimbursement Between City of Por~ Arthur (Por~ Arthur Industrial Group) and ACS Workforce and Community Solutions, (Southeast Texas Power Zones Component C: General Contract Provisions constitute a waiver of any such right to exercise that or any other right or remedy at any subsequent time. SECTION 4, Non.Assignment This Contract is not assignable. Notwithstanding any attempt to assign the Contract shall not constitute a waiver of any such right to exercise that or any other right or remedy at any subsequent time. SECTION 5. Severability All parties hereto agree that should any provision of this Contract be determined to be invalid or unenforceable, under present or future laws effective during the term of this Contract, such determination shall not affect the legality, validity, and enforceability of the remaining terms and provisions of this Contract which shall continue in full force and effect. SECTION 6. Governing Law This Contract shall be governed by and construed in accordance with the laws of the State of Texas, and venue for all legal actions shall be in Jefferson County, Texas. SECTION 7. Entire Contract This Contract and signed copies of Memoranda of Understanding and Work Site Agreement/Contract constitutes the entire Contract between the parties hereto. All other oral or written agreements relating to the subject matter of this Contract between the CONTRACTOR and ACS WORKFORCE AND COMMUNITY SOLUTIONS have been superseded, reduced to writing, and are merged herein and it is expressly agreed and understood that no future, oral agreements, representations or modifications shall have any legally binding effect unless and until reduced to writing and executed by both parties except for unilateral adjustments/amendments referred to in Part Ill and Section 3. and Part V, Section 3. above. SECTION 8, Other General Provisions A. Force Majeure: No liability or loss or rights hereunder shall result to either party from delay or failure in performance (other than payment) caused by force majeure, that is, circumstances beyond the reasonable control of the party affected thereby, including, without limitation, acts of God, fire, flood, war, compliance with laws or regulations, strikes, lockouts or other serious labor disputes, or shortage of or inability to obtain material or equipment. Contract # 1068E-05 Page 17 of 19 Contract for Payroll Reimbursement Between City of Port Arthur (Port Arthur Industrial Group) and ACS Workforce and Community Solutions, (Southeast Texas Power Zones) Component C: General Contract Provisions B. Mediation: The parties shall enter into mediation to resolve any dispute arising under or related to this contract. The parties shall mutually agree on the selection of an independent mediator. C. Right to Appeal: Except as otherwise provided in this Contract or by law, ACS shall have the right to appeal any dispute arising under or related to this contract which is not disposed by agreement by pursuing any right or remedy which the parties may have at law or in equity in any United States court of competent jurisdiction. Pending resolution of any dispute, ACS shall proceed diligently with the performance of work, including delivery of items and services in accordance with the Agency's direction. D. Law Of the Contract: This contract shall be construed, interpreted, and applied in accordance with the laws of Texas, excluding its choice of law rules. E. Severability: If any of the provisions of this contract shall contravene or be invalid under the laws of the United Stated, such contravention or invalidity shall not invalidate the whole contract, but is shall be construed as if not containing the particular provisions held to b invalid, and the rights and obligations of the parties shall be construed and enforced accordingly and the Agency and the CONTRACTOR shall endeavor to agree on a mutually acceptable alternative provision. F. Order of Precedence: To the extent of any inconsistency between the provisions of clauses in the contract, the Statement of Work, attachments, and other specifications or provision which are a part of this Contract, the following order of precedence shall apply: First: Part C - General Contract Terms (excluding Statement of Work and any parts, and any other attachments to this contract): then Second: Part A - Statement of Work, including attachments; then Third: Any other part attached or incorporated by reference to this Contract. Notification: Any notice required by either party out of this Contract shall be by certified mail, addressed to the signatories of the Contract. Contract # 1068E-05 Page 18 of 19 Contract for Payroll Reimbursement Between City of Port Arthur (Port Arthur Industrial Group) and ACS Workforce and Community Solutions, (Southeast Texas Power Zones) Component D: Performance Component D: Performance Outcomes · Process payroll for up to sixteen (16) WIA funded PARTY participants. · Ensure payment amounts are correct for all WIA funded participants. · Invoice for payment every two weeks after the first payroll period. · Ensure all invoicing is complete by August 31, 2005. Contract # 1068E-05 Page 19 of 19