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HomeMy WebLinkAbout1996-290E \WPD0CS\0RD\NTET ORD ORDINANCE NO fro -aqo AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND PROVIDING FOR THE AWARD OF CONTRACTS FOR SERVICES, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City Council has solicited, received and tabulated competitive bids for services in accordance with the procedures of State law and City ordinances, and WHEREAS, the City Manager or a designated employee has received and recommended that the herein described bids are the lowest responsible bids for the services described in the bid invitation, bid proposals and plans and specifications therein, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the following competitive bids for the services, as described in the "Bid Invitations," "Requests For Proposals," "Bid Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids BID NUMBER 1982 NORTH TEXAS EDUCATION AND $30,000 00 TRAINING, CO-OP SECTION II That the acceptance and approval of the above competitive bids shall not constitute a contract between the City and the person submitting the bid for the services herein accepted and approved, until such person shall comply with all requirements specified in the bid Invitations or Requests for Proposals, and insurance certificate after notification of the award of the bid SECTION III That the City Manager is hereby authorized to execute all necessary written contracts for the performance of the services in accordance with the bids accepted and approved herein, provided that such contracts are made in accordance with the Notice to bidders and bid Proposals, and documents relating thereto specifying the terms, conditions, plans and specifications, standards, quantities and specified sums contained therein SECTION IV That upon acceptance and approval of the above competitive bids and the execution of contracts for the services as authorized herein, the City Council hereby authorizes the expenditure of funds in the manner and in the amount as specified in such approved bids and authorized contracts executed pursuant thereto SECTION V That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the 1 day of ✓1t w � , 1996 JAC ILLER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY BY 001-7 APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY� PAGE 2 DATE DECEMBER 17, 1996 ► �. TO Mayor and Members of the City Council FROM Ted Benavides, City Manager SUBJECT BID # 1982 - ENGLISH AS A SECOND LANGUAGE PROGRAM RECOMMENDATION: We recommend this bid be awarded to the single respondent, North Texas Education and Training Co-op, in the amount of $30,000 00 SUMMARY: This bid is for providing services to Spanish speaking residents needing English as a second language instruction The program includes providing a curriculum for reading and language skills, resume preparation, interviewing skills training, assessment of transferrable skills, and maintenance of area job listings PROGRAMS DEPARTMENTS —OR GROUPS AFFECTED North Texas Education and Training Co-op, CDBG Division, Citizens utilizing the program services FISCAL IMPACT: General funds monies have been appropriated for this program Account # 100-051-051 M-8502 Respectfully submitted Ted Benavides City Manager Approved Name Tom D Shaw, C P M Title Purchasing Agent 810 AGENDA E \WPDOCS\K\WTET WPD 1996 - 1997 AGREEMENT BETWEEN THE CITY OF DENTON AND NORTH TEXAS EDUCATION AND TRAINING CO-OP This Contract is made and entered into by and between the City of Denton, a Texas municipal corporation, acting by and through its City Manager, pursuant to ordinance, hereinafter referred to as CITY, and North Texas Education and Training CO-OP, 117 E Warren, Denton, Texas 76202, a Texas non-profit corporation, hereinafter referred to as CONTRACTOR WHEREAS, CITY has received certain funds from the U S Department of Housing and Urban Development under Title I of the Housing and Community Development Act of 1974, as amended, and WHEREAS, CITY has adopted a budget for such funds and included therein an authorized budget for expenditure of funds for assistance to the homeless families, and WHEREAS, CITY has designated the Community Development Office as the division responsible for the administration of this contract and all matters pertaining thereto, and WHEREAS, CITY wishes to engage CONTRACTOR to carry out such pro3ect, NOW, THEREFORE, the parties hereto agree, and by the execu- tion hereof are bound to the mutual obligations and to the per- formance and accomplishment of the conditions hereinafter described I. TERM This Contract shall commence on or as of October 1, 1996, and shall terminate on September 30, 1997 II. RESPONSIBILITIES CONTRACTOR hereby accepts the responsibility for the perfor- mance of all services and activities, described in the Work State- ment attached hereto as Exhibit A, in a satisfactory and efficient manner as determined by CITY, in accordance with the terms herein CITY will consider CONTRACTOR's executive officer to be CONTRAC- TOR's representative responsible for the management of all contractual matters pertaining hereto, unless written notification to the contrary is received from CONTRACTOR, and approved by CITY The CITY'S Community Development Administrator will be CITY's representative responsible for the administration of this Agreement III. CITY'S OBLIGATION A. Limit of Liability. CITY will reimburse CONTRACTOR for expenses incurred pursuant hereto in accordance with the project budget included as a part of Exhibit B Notwithstanding any other provision of the Contract, the total of all payments and other obligations made or incurred by CITY hereunder shall not exceed the sum of $30,000 00 B. Measure of Liability. In consideration of full and satisfactory services and activities hereunder by CONTRACTOR, CITY shall make payments to CONTRACTOR based on the Budget attached hereto and incorporated herein for all purposes as Exhibit B, sub- ject to the limitations and provisions set forth in this Section and Section VII of this Contract (1) The parties expressly understand and agree that CITY's obligations under this Section are contingent upon the actual receipt of adequate Community Development Block Grant (CDBG) funds to meet CITY's liabilities under this Agreement If adequate funds are not available to make payments under this Agreement, CITY shall notify CONTRACTOR in writing within a reasonable time after such fact has been determined CITY may, at its option, either reduce the amount of its liability, as specified in Subsection A of this Section or terminate the Agreement If CDBG funds eligible for use for purposes of this Agreement are reduced, CITY shall not be liable for further payments due to CONTRACTOR under this Agreement (2) It is expressly understood that this Agreement in no way obligates the General Fund or any other monies or credits of the City of Denton (3) CITY shall not be liable for any cost or portion thereof which (a) has been paid, reimbursed or is subject to payment or reimbursement, from any other source, (b) was incurred prior to the beginning date, or after the ending date specified in Section I, m is not in strict accordance with the terms of this Contract, including all exhibits attached hereto, or (d) has not been billed to CITY within thirty (30) calendar days following billing to CON- TRACTOR, or termination of the Contract, whichever date is earlier (e) is not an allowable cost as defined by Section XI of this Agreement or the project budget (4) CITY shall not be liable for any cost or portion thereof which is incurred with respect to any activity of CON- TRACTOR requiring prior written authorization from CITY, or after CITY has requested that CONTRACTOR furnish data concern- ing such action prior to proceeding further, unless and until CITY advises CONTRACTOR to proceed (5) CITY shall not be obligated or liable under this Contract to any party other than CONTRACTOR for payment of any monies or provision of any goods or services IV. COMPLIANCE WITH STATE and LOCAL LAWS A CONTRACTOR understands that funds provided to it pursuant to this Agreement are funds which have been made available to CITY by the Federal Government (U S Department of Housing and Urban Development) under the Housing and Community Development Act of 1974, as amended, in accordance with an approved Grant Application and specific assurances Accordingly, CONTRACTOR assures and certifies that it will comply with the requirements of the Housing and Community Development Act of 1974 (P L 93-383) as amended and with regulations promulgated thereunder, and codified at 24 CFR The foregoing is in no way meant to constitute a complete compilation of all duties imposed upon CONTRACTOR by law or administrative ruling, or to narrow the standards which CONTRACTOR must follow CONTRACTOR further assures and certifies that if the regulations and issuances promulgated pursuant to the Act are amended or revised, it shall comply with them, or notify CITY, as provided in Section XXIV of this Agreement CONTRACTOR agrees to abide by the conditions of and comply with the requirements of the Office of Management and Budget Circulars Nos A-110 and A-122 B CONTRACTOR shall comply with all applicable federal laws, laws of the State of Texas and ordinances of the City of Denton V. REPRESENTATIONS A CONTRACTOR assures and guarantees that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Agreement PAGE 3 B The person or persons signing and executing this Agreement on behalf of CONTRACTOR, do hereby warrant and guarantee that he, she, or they have been fully authorized by CONTRACTOR to execute this Agreement on behalf of CONTRACTOR and to validly and legally bind CONTRACTOR to all terms, performances and provisions herein set forth C CITY shall have the right, at its option, to either temporarily suspend or permanently terminate this Agreement if there is a dispute as to the legal authority of either CONTRACTOR or the person signing the Agreement to enter into this Agreement CONTRACTOR is liable to CITY for any money it has received from CITY for performance of the provisions of this Agreement if CITY has suspended or terminated this Agreement for the reasons enumerated in this Section D CONTRACTOR agrees that the funds and resources provided CONTRACTOR under the terms of this Agreement will in no way be sub- stituted for funds and resources from other sources, nor in any way serve to reduce the resources, services, or other benefits which would have been available to, or provided through, CONTRACTOR had this Agreement not been executed VI. PERFORMANCE BY CONTRACTOR CONTRACTOR will provide, oversee, administer, and carry out all of the activities and services set out in the Work Statement, attached hereto and incorporated herein for all purposes as Exhibit A, utilizing the funds described in Exhibit B, attached hereto and incorporated herein for all purposes and deemed by both parties to be necessary and sufficient payment for full and satis- factory performance of the program, as determined solely by CITY and in accordance with all other terms, provisions and requirements of this Agreement No modifications or alterations maybe made in the Work State- ment without the prior written approval of the City's Community Development Administrator VII. PAYMENTS TO CONTRACTOR A. Payments to Contractor. The CITY shall pay to the CON- TRACTOR a maximum amount of money totaling $30,000 for services rendered under this Contract CITY will pay these funds on a reim- bursement basis to the CONTRACTOR within twenty days after CITY has received supporting documentation Those CONTRACTORS who fail to request reimbursement on a timely basis, may ]eopardize present or future funding PAGE 4 B. Excess Payment CONTRACTOR shall refund to CITY within ten (10) working days of CITY's request, any sum of money which has been paid by CITY and which CITY at any time thereafter determines (1) has resulted in overpayment to CONTRACTOR or (2) has not been spent strictly in accordance with the terms of this Agreement, or (3) is not supported by adequate documentation to fully 3ustify the expenditure C. Disallowed Costs. Upon termination of the Agreement, should any expense or charge for which payment has been made be subsequently disallowed or disapproved as a result of any auditing or monitoring by CITY, the Department of Housing and Urban Development, or any other Federal agency, CONTRACTOR will refund such amount to CITY within ten (10) working days of a written notice to CONTRACTOR, which specifies the amount disallowed Disallowed salaries or wages must be returned to CITY in the following format (1) A cashier's check for the net aggregate amount payable to the City of Denton, (2) A listing showing the Social Security number, full name, last known complete address and the amount owed to each person involved Refunds of disallowed costs may not be made from these or any other funds received from or through CITY D. Deobligation of Funds In the event that actual expendi- tures deviate from CONTRACTOR's provision of a corresponding level of performance, as specified in Exhibit A, CITY hereby reserves the right to reappropriate or recapture any such under expended funds E. Contract Close Out CONTRACTOR shall submit the Agreement close out package to CITY, together with a final expenditure report, for the time period covered by the last invoice requesting reimbursement of funds under this Agreement, within ten (10) working days following the close of the Agreement period CONTRACTOR shall utilize the form agreed upon by CITY and CONTRAC- TOR VIII. WARRANTIES CONTRACTOR represents and warrants that A All information, reports and data heretofore or hereafter PAGE 5 requested by CITY and furnished to CITY, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to CITY B Any supporting financial statements heretofore requested by CITY and furnished to CITY, are complete, accurate and fairly reflect the financial condition of CONTRACTOR on the date shown on said report, and the results of the operation for the period covered by the report, and that since said date, there has been no material change, adverse or otherwise, in the financial condition of CONTRACTOR C No litigation or legal proceedings are presently pending or threatened against CONTRACTOR related to the program described in Exhibit A D None of the provisions herein contravenes or is in con- flict with the authority under which CONTRACTOR is doing business or with the provisions of any existing indenture or agreement of CONTRACTOR E CONTRACTOR has the power to enter into this Contract and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Contract F None of the assets of CONTRACTOR is sub]ect to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furnished by CONTRACTOR to CITY Each of these representations and warranties shall be continu- ing and shall be deemed to have been repeated by the submission of each request for payment IX. COVENANTS During the period of time that payment may be made hereunder and so long as any payments remain unliquidated, CONTRACTOR shall not, without the prior written consent of Community Development Administrator or his authorized representative (1) Mortgage, pledge, or otherwise encumber or suffer to be encumbered, any of the assets of CONTRACTOR now owned or hereafter acquired by it, or permit any pre-existing mort- gages, liens, or other encumbrances to remain on, or attached to, any assets of CONTRACTOR which are allocated to the per- formance of this Contract and with respect to which CITY has ownership hereunder PAGE 6 (2) Sell, assign, pledge, transfer or otherwise dispose of accounts receivables, notes or claims for money due or to become due (3) Sell, convey, or lease all or substantial part of its assets (4) Make any advance or loan to, or incur any liability for any other firm, person, entity or corporation as guaran- tor, surety, or accommodation endorser (5) Sell, donate, loan or transfer any equipment or item of personal property purchased with funds paid to CONTRACTOR by CITY, unless CITY authorizes such transfer C CONTRACTOR agrees, upon written request by CITY, to require its employees to attend training sessions sponsored by the Community Development Office X. ALLOWABLE COSTS A Costs shall be considered allowable only if incurred directly specifically in the performance of and in compliance with this Agreement and in conformance with the standards and provisions set forth in Exhibits A and B B Approval of CONTRACTOR's budget, Exhibit B, does not constitute prior written approval of the expenditure of funds, even though certain items may appear herein CITY's prior written authorization is required in order for the following to be con- sidered allowable costs (1) Encumbrance or expenditure during any one month period which exceeds one -fifth (1/5) of any budgeted line items for costs as specified in Exhibit B (2) CITY shall not be obligated to any third parties, including any subcontractors of CONTRACTOR, and CITY funds shall not be used to pay for any contract service extending beyond the expiration of this Agreement (3) Out of town travel (4) Any alterations or relocation of the facilities on and in which the activities specified in Exhibit A are con- ducted (5) Any alterations, deletions or additions to the Personnel Schedule incorporated in Exhibit B (6) Costs or fees for temporary employees or services PAGE 7 (7) Any fees or payments for consultant services (8) Fees for attending out of town meetings, seminars or conferences Written requests for prior approval are CONTRACTOR's responsibility and shall be made within sufficient time to permit a thorough review by CITY Contractor must obtain written approval by CITY prior to the commencement of procedures to solicit or purchase services, equipment, or real or personal property Any procurement or purchase which may be approved under the terms of this Agreement must be conducted in its entirety in accordance with the provisions of this Agreement XI. PROGRAM INCOME A For purposes of this Agreement, program income means earnings of CONTRACTOR realized from activities resulting from this Agreement or from CONTRACTOR's management of funding provided or received hereunder Such earnings include, but are not limited to, income from interest, usage or rental or lease fees, income produced from contract -supported services of individuals or employees or from the use or sale of equipment of facilities of CONTRACTOR provided as a result of this Agreement, and payments from clients or third parties for services rendered b CONTRACTOR under this agreement B CONTRACTOR shall maintain records of the receipt and disposition of program income in the same manner as required for other contract funds, and reported to CITY in the format prescribed by CITY CITY and CONTRACTOR agree, based upon advice received from representatives of the U S Department of Housing and Urban Development (HUD), that any fees collected for services performed by CONTRACTOR shall be spent only for service provision These fees or other program income will be deducted from the regular reimbursement request C Contractor shall include this Section in its entirety in all of its sub -contracts which involve other income -producing services or activities D It is CONTRACTOR'S responsibility to obtain from CITY a prior determination as to whether or not income arising directly or indirectly from this Agreement, or the performance thereof, constitutes program income CONTRACTOR is responsible to CITY for the repayment of any and all amounts determined by CITY to be program income, unless otherwise approved in writing by CITY XII. MAINTENANCE OF RECORDS A CONTRACTOR agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of the funds received under this Agreement, in compliance with the PAGE 8 provisions of Exhibit B, attached hereto, and with any other ap- plicable Federal and State regulations establishing standards for financial management CONTRACTOR's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure Nothing in this Section shall be construed to relieve CONTRACTOR of fiscal accountability and liability under any other provision of this Agreement or any ap- plicable law CONTRACTOR shall include the substance of this provision in all subcontracts B CONTRACTOR agrees to retain all books, records, docu- ments, reports, and written accounting policies and procedures pertaining to the operation of programs and expenditures of funds under this Agreement for the period of time and under the conditions specified by CITY C Nothing in the above subsections shall be construed to relieve CONTRACTOR of responsibility for retaining accurate and current records which clearly reflect the level and benefit of services provided under this Agreement D At any reasonable time and as often as CITY may deem necessary, the CONTRACTOR shall make available to CITY, or any of its authorized representatives, all of its records and shall permit CITY, or any of its authorized representatives to audit, examine, make excerpts and copies of such records, and to conduct audits of all contracts, invoices, materials, payrolls, records of personnel, conditions or employment and all other data requested by said representatives XIII. REPORTS AND INFORMATION At such times and in such form as CITY may require, CON- TRACTOR shall furnish such statements, records, data and informa- tion as CITY may request and deem pertinent to matters covered by this Agreement CONTRACTOR shall submit quarterly beneficiary and financial reports to CITY no less than once each three months The beneficiary report shall provide detailed client information, including race, income, female head of household and other statistics required by CITY The financial report shall include information and data relative to all programmatic and financial reporting as of the beginning date specified in Section I of this Agreement Unless a written exemption has been granted by the CITY, CONTRACTOR shall submit an audit conducted by independent examiners within ten (10) days after receipt of such PAGE 9 XIV. MONITORING AND EVALUATION A CITY shall perform on -site monitoring of CONTRACTOR's performance under this Agreement B CONTRACTOR agrees that CITY may carry out monitoring and evaluation activities to ensure adherence by CONTRACTOR to the Work Statement, and Program Goals and Objectives, which are attached hereto as Exhibit A, as well as other provisions of this Agreement C CONTRACTOR agrees to cooperate fully with CITY in the development, implementation and maintenance of record -keeping systems and to provide data determined by CITY to be necessary for CITY to effectively fulfill its monitoring and evaluation responsi- bilities D CONTRACTOR agrees to cooperate in such a way so as not to obstruct or delay CITY in such monitoring and to designate one of its staff to coordinate the monitoring process as requested by CITY staff E After each official monitoring visit, CITY shall provide CONTRACTOR with a written report of monitoring findings F CONTRACTOR shall submit copies of any fiscal, management, or audit reports by any of CONTRACTOR's funding or regulatory bodies to CITY within five (5) working days of receipt by CONTRAC- TOR XV DIRECTORS' MEETINGS During the term of this Agreement, CONTRACTOR shall cause to be delivered to CITY copies of all notices of meetings of its Board of Directors, setting forth the time and place thereof Such notice shall be delivered to CITY in a timely manner to give adequate notice, and shall include an agenda and a brief description of the matters to be discussed CONTRACTOR understands and agrees that CITY representatives shall be afforded access to all of the Board of Directors' meetings Minutes of all meetings of CONTRACTOR's governing body shall be available to CITY within ten (10) working days of approval XVI. INSURANCE A CONTRACTOR shall observe sound business practices with respect to providing such bonding and insurance as would provide adequate coverage for services offered under this Agreement B CONTRACTOR shall obtain, for the premises on and in which the activities described in Exhibit A are conducted, and for the PAGE 10 employees conducting these activities, premise liability insurance, commonly referred to as "Owner/Tenant" coverage, with CITY named as an additional insured Upon request of CONTRACTOR, CITY may, at its sole discretion, approve alternate insurance coverage arrange- ments C CONTRACTOR will comply with applicable workers' compensa- tion statutes and will obtain employers' liability coverage where available and other appropriate liability coverage for program participants, if applicable D CONTRACTOR will maintain adequate and continuous liability insurance on all vehicles owned, leased or operated by CONTRACTOR All employees of CONTRACTOR who are required to drive a vehicle in the normal scope and course of their employment must possess a valid Texas driver's license and automobile liability insurance Evidence of the employee's current possession of a valid license and insurance must be maintained on a current basis in CONTRACTOR's files E Actual losses not covered by insurance as required by this Section are not allowable costs under this Agreement, and remain the sole responsibility of CONTRACTOR F The policy or policies of insurance shall contain a clause which requires that City and Contractor be notified in writing of any cancellation or change in the policy at least thirty (30) days prior to such change or cancellation XVII. EQUAL OPPORTUNITY A CONTRACTOR shall submit for CITY's approval a written plan for compliance with the Equal Employment and Affirmative Action Federal provisions, within thirty (30) days of the effective date of this Agreement B CONTRACTOR shall comply with all applicable equal employ- ment opportunity and affirmative action laws or regulations C CONTRACTOR will furnish all information and reports re- quested by the CITY, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, state and Federal rules and regulations D In the event of CONTRACTOR's non-compliance with the non-discrimination requirements, City may cancel or terminate the Agreement in whole or in part, and CONTRACTOR may be barred from further contracts with CITY PAGE 11 XVIII. PERSONNEL POLICIES CONTRACTOR shall establish and maintain personnel policies which shall be available for examination Such personnel policies shall A Be no more liberal than CITY's personnel policies, pro- cedures, and practices, including policies with respect to employ- ment, salary and wage rates, working hours and holidays, fringe benefits, vacation and sick leave privileges, and travel, and B Be in writing and shall be approved by the governing body of CONTRACTOR and by CITY XIX. CONFLICT OF INTEREST A CONTRACTOR covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement CONTRACTOR further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body B CONTRACTOR further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself, or others, particularly those with which he has family, business, or other ties C No officer, member, or employee of CITY and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall (1) participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest, or (2) have any interest, direct or indirect, in this Agreement or the proceeds thereof XX. NEPOTISM CONTRACTOR shall not employ in any paid capacity any person who is a member of the immediate family of any person who is currently employed by CONTRACTOR, or is a member of CONTRACTOR's governing board The term "member of immediate family" includes wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-parent, step -child, half-brother and half-sister PAGE 12 XXI. POLITICAL OR SECTARIAN ACTIVITY A None of the performance rendered hereunder shall involve, and no portion of the funds received by CONTRACTOR hereunder shall be used, either directly or indirectly, for any political activity (including, but not limited to, an activity to further the election or defeat of any candidate for public office) or any activity undertaken to influence the passage, defeat of final content of legislation B None of the performance rendered hereunder shall involve, and no portion of the funds received by CONTRACTOR hereunder shall be used for or applied directly or indirectly to the construction, operation, maintenance or administration, or be utilized so as to benefit in any manner ant sectarian or religious facility or activity XXII. PUBLICITY A Where such action is appropriate, CONTRACTOR shall publicize the activities conducted by CONTRACTOR under this Agreement In any news release, sign, brochure, or other advertising medium, disseminating information prepared or distributed by or for CONTRACTOR, mention shall be made of the U S Department of Housing and Urban Development's Community Development Block Grant Program funding through the City of Denton having made the project possible B All published material and written reports submitted under this project must be originally developed material unless otherwise specifically provided in this Agreement When material not originally developed is included in a report, the report shall identify the source in the body of the report or by footnote This provision is applicable when the material is in a verbatim or extensive paraphrase format All published material submitted under this project shall include the following reference on the front cover or title page This document is prepared in accordance with the City of Denton's Community Development Block Grant Program, with funding received from the United States Department of Housing and Urban Development C All reports, documents, studies, charts, schedules, or other appended documentation to any proposal, content of basic proposal, or contracts and any responses, inquires, correspondence and related material submitted by CONTRACTOR shall become the property of CITY upon receipt PAGE 13 XXIII. FUNDING APPLICATIONS CONTRACTOR agrees to notify CITY each time CONTRACTOR is preparing or submitting any application for funding for the program described in Exhibit B in accordance with the following procedures A When the application is in the planning stages, CON- TRACTOR shall submit to CITY a description of the funds being applied for, and the proposed use of funds B Upon award of or notice of award, whichever is sooner, CONTRACTOR shall notify CITY of such award and the effect, if any, of such funding on the funds and program(s) contracted hereunder Such notice shall be submitted to CITY, in writing, within ten (10) working days of receipt of the notice of award or funding award by CONTRACTOR, together with copies of the budget, program description, and contract C CONTRACTOR shall not use funds provided hereunder, either directly or indirectly, as a contribution, or to prepare applica- tions to obtain any federal or private funds under any federal or private program without the prior written consent of CITY XXIV. CHANGES AND AMENDMENTS A Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used B CONTRACTOR may not make transfers between or among ap- proved line -items within budget categories set forth in Exhibit B without prior written approval of CITY CONTRACTOR shall request, in writing, the budget revision in a form prescribed by CITY, and such request for revision shall not increase the total monetary obligation of CITY under this Agreement In addition, budget revisions cannot significantly change the nature, intent, or scope of the program funded under this Agreement C CONTRACTOR will submit revised budget and program in- formation whenever the level of funding for CONTRACTOR or the program(s) described herein is altered according to the total levels contained in any portion of Exhibit B D It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement Any such modi- fications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation PAGE 14 E CITY may, from time to time during the term of the - Agreement, request changes in Exhibit A which may include an increase or decrease in the amount of CONTRACTOR's compensation Such changes shall be incorporated in a written amendment hereto, as provided in Subsection A of this Section F Any alterations, deletions, or additions to the Agreement Budget Detail incorporated in Exhibit B shall require the prior written approval of CITY G CONTRACTOR agrees to notify CITY of any proposed change in physical location for work performed under this Agreement at least thirty (30) calendar days in advance of the change H CONTRACTOR shall notify CITY of any changes in personnel or governing board composition I It is expressly understood that neither the performance of Exhibit A for any program contracted hereunder nor the transfer of funds between or among said programs will be permitted XXV. SUSPENSION OF FUNDING Upon determination by CITY of CONTRACTOR's failure to timely and properly perform each of the requirements, time conditions and duties provided herein, CITY, without limiting any rights it may otherwise have, may, at its discretion, and upon ten (10) working days written notice to CONTRACTOR, withhold further payments to CONTRACTOR Such notice may be given by mail to the Executive Officer and the Board of Directors of CONTRACTOR The notice shall set forth the default or failure alleged, and the action required for cure The period of such suspension shall be of such duration as is appropriate to accomplish corrective action, but in no event shall it exceed thirty (30) calendar days At the end of the suspension period, if CITY determines the default or deficiency has been sat- isfied, CONTRACTOR may be restored to full compliance status and paid all eligible funds withheld or impounded during the suspension period If, however, CITY determines that CONTRACTOR has not come into compliance, the provisions of Section XXIII may be effectu- ated XXVI. TERMINATION A CITY may terminate this Agreement with cause for any of the following reasons (1) CONTRACTOR's failure to attain compliance during any prescribed period of suspension as provided in Section XXV (2) CONTRACTOR's violation of covenants, agreements or guarantees of this Contract PAGE 15 (3) Termination or reduction of funding by the United States Department of Housing and Urban Development (4) Finding by CITY that CONTRACTOR (a) is in such unsatisfactory financial condition as to endanger performance under this Agreement, (b) has allocated inventory to this Agreement substantially exceeding reasonable requirements, (c) is delinquent in payment of taxes, or of costs of performance of this Agreement in the ordinary course of business (5) Appointment of a trustee, receiver or liquidator for all or substantial part of CONTRACTOR's property, or institu- tion of bankruptcy, reorganization, rearrangement of or liquidation proceedings by or against CONTRACTOR (6) CONTRACTOR's inability to conform to changes required by Federal, State and local laws or regulations as provided in Section IV, and Section XXIV (D), of this Agreement (7) The commission of an act of bankruptcy (8) CONTRACTOR's violation of any law or regulation to which CONTRACTOR is bound or shall be bound under the terms of the Agreement CITY shall promptly notify CONTRACTOR in writing of the decision to terminate and the effective date of termination Simultaneous notice of pending termination maybe made to other funding sources specified in Exhibit B B CITY may terminate this Agreement for convenience at any time If this Agreement is terminated by CITY for convenience, CONTRACTOR will be paid an amount not to exceed the total of accrued expenditures as of the effective date of termination In no event will this compensation exceed an amount which bears the same ratio to the total compensation as the services actually performed bears to the total services of CONTRACTOR covered by the Agreement, less payments previously made C CONTRACTOR may terminate this Agreement in whole or in part by written notice to CITY, if a termination of outside funding occurs upon which CONTRACTOR depends for performance hereunder CONTRACTOR may opt, within the limitations of this Agreement, to seek an alternative funding source, with the approval of CITY, provided the termination by the outside funding source was not occasioned by a breach of contract as defined herein or as defined in a contract between CONTRACTOR and the funding source in question PAGE 16 CONTRACTOR may terminate this Agreement upon the dissolution of CONTRACTOR's organization not occasioned by a breach of this Agreement D Upon receipt of notice to terminate, CONTRACTOR shall cancel, withdraw, or otherwise terminate any outstanding orders or subcontracts which relate to the performance of this Agreement CITY shall not be liable to CONTRACTOR or CONTRACTOR's creditors for any expenses, encumbrances or obligations whatsoever incurred after the termination date E Notwithstanding any exercise by CITY of its right of suspension or termination, CONTRACTOR shall not be relieved of liability to CITY for damages sustained by CITY by virtue of any breach of the Agreement by CONTRACTOR, and CITY may withhold any reimbursement to CONTRACTOR until such time as the exact amount of damages due to CITY from CONTRACTOR is agreed upon or otherwise determined XXVII. NOTIFICATION OF ACTION BROUGHT In the event that any claim, demand, suit or other action is made or brought by any person(s), firm, corporation or other entity against CONTRACTOR, CONTRACTOR shall give written notice thereof to CITY within two (2) working days after being notified of such claim, demand, suit or other action Such notice shall state the date and hour of notification of any such claim, demand, suit or other action, the names and addresses of the person(s), firm, corporation or other entity making such claim, or that instituted or threatened to institute any type of action or proceeding, the basis of such claim, action or proceeding, and the name of any person(s) against whom such claim is being made or threatened Such written notice shall be delivered either personally or by mail XXVIII INDEMNIFICATION A. It is expressly understood and agreed by both parties hereto that CITY is contracting with CONTRACTOR as an independent contractor and that as such, CONTRACTOR shall save and hold CITY, its officers, agents and employees harmless from all liability of any nature or kind, including costs and expenses for, or on account of, any claims, audit exceptions, demands, suits or damages of any character whatsoever resulting in whole or in part from the per- formance or omission of any employee, agent or representative of CONTRACTOR. B. CONTRACTOR agrees to provide the defense for, and to indemnify and hold harmless CITY its agents, employees, or con- tractors from any and all claims, suits, causes of action, demands, damages, losses, attorneys fees, expenses, and liability arising out of the use of these contracted funds and program administration PAGE 17 and implementation except to the extent caused by the willful act or omission of CITY, its agents, employees, or contractors. XXIX MISCELLANEOUS A CONTRACTOR shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising there- under, to any party or parties, bank, trust company or other finan- cial institution without the prior written approval of CITY B If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto C In no event shall any payment to CONTRACTOR hereunder, or any other act or failure of CITY to insist in any one or more instances upon the terms and conditions of this Agreement constitute or be construed in any way to be a waiver by CITY of any breach of covenant or default which may then or subsequently be committed by CONTRACTOR Neither shall such payment, act, or omission in any manner impair or pre]udice any right, power, privilege, or remedy available to CITY to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved No representative or agent of CITY may waive the effect of this provision D This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understand- ing or other commitment antecedent to this Agreement, whether written or oral, shall have no force or effect whatsoever, nor shall any agreement, assertion, statement, understanding, or other commitment occurring during the term of this Agreement, or subse- quent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropriate, recorded as an amendment of this Agreement E In the event any disagreement or dispute should arise between the parties hereto pertaining to the interpretation or meaning of any part of this Agreement or its governing rules, codes, laws, ordinances or regulations, CITY as the party ultimately responsible to HUD for matters of compliance, will have the final authority to render or to secure an interpretation F For purposes of this Agreement, all official communica- tions and notices among the parties shall be deemed made as of the date mailed if sent postage paid to the parties and address set for below. PAGE 18 TO CITY TO CONTRACTOR City Manager Director City of Denton North Texas Education and Training 215 E McKinney St CO-OP Denton, Texas 76201 P 0 Box 1604 Denton, Texas 76202 G This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas ,Ili WITNESS OF,,V�HHICH this Contract has been executed on this the day of 1996 CITY OF DENTON BY TED BENAVIDES, CITY MANAGER ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY NORTH TEXAS EDUCATION AND TRAINING CO-OP BY Lloyd Webb PAGE 19 ATTEST `��4 � . /Z Boayd gc* sc-ew PAGE 20 Dac-12-96 12:29P P.02 EXHIBIT "A" WORK STAT) MLNT NORTH TEXAS EDUCATION AND TRAINING CO-OP North 1 exas Education and Training CO-OP is a private non-profit corporation with the purpose to initiate ans carry out an area -wide program to improve the education and/or training of individuals desiring such education and training and to build a client centered employment and training system which encourages and enables clients to acquire the skills and work attitudes necessary to meet employer requirements for labor market entry, re-entry and retention in productive employment City of Denton funding will be used too hire an English As a Second Language teacher and obtain teaching materials for the instructor Pus will assist the organization in serving members of the Hispanic community Dmv-11-96 08:33A P.02 EXHTBTT "B" BUDGET NORTH TEXAS EDUCKI ION AND TRAINING CO-OP ESL Program Budget Personnel Expenses $26,500 ESL Materials $ 3,500