2006-276
S:\Our Documents\Ordinanccs\06\Young Minority Entrepreneurs Institute Ord.doc
ORDINANCE NO. 2006-27??
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS AND YOUNG MINORITY ENTREPRENEURS INSTITUTE,
INC. FOR PROVISION OF ASSISTANCE TO LOW TO MODERATE INCOME AND
DISADV ANT AGED CHILDREN; PROVIDING FOR THE EXPENDITURE OF FUNDS; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Young Minority Entrepreneurs Institute, Inc., a Texas non-profit
corporation, (the "Organization") provide mentoring and educational support to low and moderate-
income secondary students that are interested in business and entrepreneurial opportunities (the
"Program"); and
WHEREAS, the Organization and the City of Denton desire to enter into an agreement to
provide for the continuance ofthe Program which agreement is substantially in the same form as the
agreement attached hereto and made a part hereof by reference (the "Agreement"); and
WHEREAS, the City Council ofthe City of Denton hereby finds that the Agreement between
the City and the Organization attached hereto and made a part hereofby reference serve a municipal
and public purpose and the Agreement is in the public interest; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings set forth in the preamble of this ordinance are incorporated by
reference into the body of this ordinance as if fully set forth herein.
SECTION 2. The City Manager, or his designee, is hereby authorized to execute the
Agreement and to carry out the duties and responsibilities of the City under the Public Service
Agreement, including the expenditure of funds as provided in the Public Agreement.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the 2 C, i:Jl day of {)efl ft'!-rn her
,2006.
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S:\Our Documents\Ordinances\06\Young Minority Entrepreneurs Institute Ord.doc
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
B~~\~ ~nHo,~
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY~
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S:\OUf Documents\Contracts\06\Young Minority Entrepreneurs Agreement.doc
SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND
YOUNG MINORITY ENTREPRENEURS INSTITUTE, INC.
This Agreement is hereby entered into by and between the City of Denton, Texas, a Home Rule
Municipal Corporation, hereinafter referred to as "City", and Young Minority Entrepreneurs
Institute, Inc., a Texas Non-Profit Corporation, hereinafter referred to as "Young Minority
Entrepreneurs Institute, Inc.":
WHEREAS, City has determined that the proposal for services merits assistance and can
provide needed services to citizens of City and has provided funds in its budget for the purpose of
paying for contractual services; and
WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public
interest as it will promote tourism and economic development within the City, among other things;
NOW, THEREFORE, the parties hereto mutually agree as follows:
I. SCOPE OF SERVICES
Young Minority Entrepreneurs Institute, Inc. shall in a satisfactory and proper manner perform
the following tasks, for which the monies provided by City may be used:
The funds being provided shall be used by Young Minority Entrepreneurs Institute, Inc. to
provide mentoring and educational support to low and moderate-income secondary students that are
interested in business and entrepreneurial opportunities.
II. OBLIGATIONS OF YOUNG MINORITY ENTREPRENEURS INSTITUTE. INC.
In consideration ofthe receipt offunds from City, Young Minority Entrepreneurs Institute, Inc.
agrees to the following terms and conditions:
A. Two Hundred Fifty Dollars and no/IOO ($250.00) shall be paid to Young Minority
Entrepreneurs Institute, Inc. by City to be utili~ed for the purposes set forth in Article I.
B. Young Minority Entrepreneurs Institute, Inc. will maintain adequate records to establish
that the City funds are used for the purposes authorized by this Agreement.
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C. Young Minority Entrepreneurs Institute, Inc. will permit authorized officials of City to
review its books at any time.
D. Upon request, Young Minority Entrepreneurs Institute, Inc. will provide to City its By
Laws and any of its rules and regulations that may be relevant to this Agreement.
E. Young Minority Entrepreneurs Institute, Inc. will not enter into any contracts that would
encumber City funds for a period that would extend beyond the term of this Agreement.
F. Young Minority Entrepreneurs Institute, Inc. will appoint a representative who will be
available to meet with City officials when requested.
G. Young Minority Entrepreneurs Institute, Inc. will submit to City copies of year-end
audited financial statements.
III. TIME OF PERFORMANCE
The services funded by City shall be undertaken and completed by Organization within the
following time frame:
September 26,2006 through October 1, 2007, unless the contract is sooner terminated under
Section VII "Suspension or Termination".
IV. PAYMENTS
A. PAYMENTS TO YOUNG MINORITY ENTREPRENEURS INSTITUTE, LNC.. City shall pay to Young
Minority Entrepreneurs Institute, Inc. the sum specified in Article II after the effective date of this
Agreement.
B. EXCESS PAYMENT. Young Minority Entrepreneurs Institute, Inc. 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:
I) has resulted in overpayment to Young Minority Entrepreneurs Institute, Inc.; 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 justify the expenditure.
V. EVALUATION
Young Minority Entrepreneurs Institute, Inc. agrees to participate in an implementation and
maintenance system whereby the services can be continuously monitored. Young Minority
Entrepreneurs Institute, Inc. agrees to make available its financial records for review by City at City's
discretion. In addition, Young Minority Entrepreneurs Institute, Inc. agrees to provide City the
following data and reports, or copies thereof:
A. All external or internal audits. Young Minority Entrepreneurs Institute, Inc. shall submit a
copy of the annual independent audit to City within ten (10) days ofreceipt.
B. All external or internal evaluation reports.
C. An explanation of any major changes in program services.
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D. To comply with this section, Young Minority Entrepreneurs Institute, Inc. agrees to
maintain records that will provide accurate, current, separate, and complete disclosure ofthe status of
funds received and the services performed under this Agreement. The record system of Young
Minority Entrepreneurs Institute, Inc. shall contain sufficient documentation to provide in detail full
support and justification for each expenditure. Young Minority Entrepreneurs Institute, Inc. agrees
to retain all books, records, documents, reports," and written accounting procedures pertaining to the
services provided and expenditure of funds under this Agreement for five years.
E. Nothing in the above subsections shall be construed to relieve Young Minority
Entrepreneurs Institute, Inc. of responsibility for retaining accurate and current records that clearly
reflect the level and benefit of services provided under this Agreement.
VI. DIRECTORS' MEETINGS
During the term ofthis Agreement, Young Minority Entrepreneurs Institute, Inc. shall deliver
to City copies of all notices of meetings of its Board of Directors, setting forth the time and place
thereof wherein this program is a part of the subject matter of the meeting. Such notice shall be
delivered to City in a timely manner to give adequate notice, and shall include an agenda and a brief
description ofthe matters to be discussed. Young Minority Entrepreneurs Institute, Inc. understands
and agrees that City's representatives shall be afforded access to all meetings of its Board of
Directors.
Minutes of all meetings ofY oung Minority Entrepreneurs Institute, Inc.' governing body shall
be available to City within ten (10) working days of approval.
VII. TERMINATION
The City may terminate this Agreement for cause ifY oung Minority Entrepreneurs Institute,
Inc. violates any covenants, agreements, or guarantees of this Agreement, the Young Minority
Entrepreneurs Institute, Inc. 's insolvency or filing of bankruptcy, dissolution, or receivership, or the
Young Minority Entrepreneurs Institute, Inc.' violation of any law or regulation to which it is bound
under the terms of this Agreement. The City may terminate this Agreement for other reasons not
specifically enumerated in this paragraph. '
VIII. EOUAL OPPORTUNITY AND COMPLIANCE WITH LAWS
A. Young Minority Entrepreneurs Institute, Inc. shall comply with all applicable equal
employment opportunity and affirmative action laws or regulations.
B. Young Minority Entrepreneurs Institute, Inc. will furnish all information and reports
requested by 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.
C. In the event of non-compliance by Young Minority Entrepreneurs Institute, Inc. with the
non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in
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whole or in part, and Young Minority Entrepreneurs Institute, Inc. may be barred from further
contracts with City.
IX. WARRANTIES
Young Minority Entrepreneurs Institute, Inc. represents and warrants that:
A. All information, reports and data heretofore or hereafter requested by City and
furnished to City, are complete and accurate as ofthe 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 conditions of Young Minority
Entrepreneurs Institute, Inc. on the date shown on said report, and the results of the operation for the
period covered by the report, and that since said data, there has been no material change, adverse or
otherwise, in the financial condition of Young Minority Entrepreneurs Institute, Inc..
C. No litigation or legal proceedings are presently pending or threatened against Young
Minority Entrepreneurs Institute, Inc..
D. None of the provisions herein contravenes or is in conflict with the authority under
which Young Minority Entrepreneurs Institute; Inc. is doing business or with the provisions of any
existing indenture or agreement of Young Minority Entrepreneurs Institute, Inc..
E. Young Minority Entrepreneurs Institute, Inc. has the power to enter into this
Agreement and accept payments hereunder, and has taken all necessary action to authorize such
acceptance under the terms and conditions of this Agreement.
F. None ofthe assets of Young Minority Entrepreneurs Institute, Inc. are subject to any
lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the
financial statements furnished by Young Minohty Entrepreneurs Institute, Inc. to City.
Each of these representations and warranties shall be continuing and shall be deemed to
have been repeated by the submission of each request for payment.
X. 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. 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 ofthis Agreement. Any such
modifications 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.
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C. Young Minority Entrepreneurs Institute, Inc. shall notify City of any changes in
personnel or governing board composition.
XL INDEMNIFICATION
To the extent authorized by law, the Young Minority Entrepreneurs Institute, Inc. agrees to
indemnify, hold harmless, and defend the CITY; its officers, agents, and employees from and against
any and all claims or suits for injuries, damage, loss, or liability of whatever kind or character, arising
out of or in connection with the performance by the Young Minority Entrepreneurs Institute, Inc. or
those services contemplated by this Agreement, including all such claims or causes of action based
upon common, constitutional or statutory law, or based, in whole or in part, upon allegations of
negligent or intentional acts ofY oung Minority Entrepreneurs Institute, Inc., its officers, employees,
agents, subcontractors, licensees and invitees.
XII. CONFLICT OF INTEREST
A. Young Minority Entrepreneurs Institute, Inc. 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. Young
Minority Entrepreneurs Institute, Inc. 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. Young Minority Entrepreneurs Institute, Inc. further covenants that no member of its
governing body or its staff, subcontractors or employees shall possess any interest in or use his/her
position for a purpose that is or gives the appearance of being motivated by desire for private gain for
himself/herself, or others; particularly those with which he/she 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 ofthe undertaking or carrying out
of this Agreement shall 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.
XIII. NOTICE
Any notice or other written instrument required or permitted to be delivered under the terms of
this Agreement shall be deemed to have been ,delivered, whether actually received or not, when
deposited in the United States mail, postage prepaid, registered or certified, return receipt requested,
or via hand-delivery or facsimile, addressed to Young Minority Entrepreneurs Institute, Inc. or City,
as the case may be, at the following addresses:
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CITY
YOUNG MINORITY ENTREPRENEURS
INSTITUTE, INC.
City of Denton, Texas
Attn: City Manager
2] 5 E. McKinney
Denton, TX 7620]
Fax No. 940.349.859]
John E. Baines, President
Young Minority Entrepreneurs Institute, Inc.
604 S. Elm Street
Denton, TX 7620]
Fax No. 940.382.9695
Either party may change its mailing address by sending notice of change of address to the other
at the above address by certified mail, return receipt requested.
XIV. MISCELLANEOUS
A. Young Minority Entrepreneurs Institute, Inc. shall not transfer, pledge or otherwise
assign this Agreement or any interest therein, or any claim arising thereunder to any party or parties,
bank, trust company or other financial institution without the prior written approval of City.
B. Ifanyprovision ofthis 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 Young Minority Entrepreneurs Institute, Inc.
hereunder, or any other act or failure of City to insist in anyone or more instances upon the terms
and conditions ofthis 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 Young Minority
Entrepreneurs Institute, Inc.. Neither shall such payment, act, or omission in any manner impair or
prejudice 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,
understanding, or other commitment occurring during the term of this Agreement, or subsequent
thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if
appropriate, recorded as an amendment of this Agreement.
E. 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.
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IN WITNESS WH~OF, t~~~ies do hereby affix their signatures and enter into this
Agreement as of the 2~ - day of 6. i 2006.
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PASSED AND APPROVED this the ;:~ f6day of (5~.o l-em6.e r
,2006.
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, ITY ATTORNEY
BY:
YOUNG MINORITY ENTREPRENEURS
INSTITUTE, INe.
ATTEST:
.
BY:
BOARD SECRETARY
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