2014-182S;\Legal\Our pocuments\Ordinances\14\serv agr-Texas Filmmakers Corp ord.doc
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WHEREAS, the City Council of the City of Denton hereby finds that the agreement
between the City and the Texas Filmmakers Corporation far the purpose af expenses for
facilities rental and equipment incurred for the 2014 ThinLine Film Festival, attached hereto and
made a part hereaf by reference (the 66Agreement99), serves a municipal and public purpose and is
in the public interest; NOW, THEREFORE,
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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 ta execute the
Agreement and to carry out the duties and respansibilities of the City under the Public Service
Agreement, including the expenditure of funds as provided in the Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
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PASSED AND APPROVED this the �"�� day of��!�� �?-•����.�..._aa�...�—, 2014,.
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TT ��j�J `/��'7� ��7�`C� � MAYOR � ��
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JENNIFER WALTERS, CITY SECRETARY
BY; � . � � .�
,�I�"1'� �X�i� .�1, � � LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
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S:1Legal\Our pocuments\Contracts\14\Serv Agr - Ter Filmmakers Corp..doc
SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND
TEXAS FILMMAKERS CORPORATION
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 the Texas Filmmakers Corporation, a
not for profit oxganization, hereinafter referred to as "Texas Filmmakers".
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 a
donation to Texas Filmmakers which provides a benefit to the citizens by providing facilities and
equipment for the 2014 ThinLine Festival; and
WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public
interest;
NOW, THEREFORE, the parties hereto mutually agree as follows:
I. SCOPE OF SERVICES
Texas Filmmakers 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 for facilities
rental and equipment incurred for the 2014 ThinLine Festival.
II. OBLIGATIONS OF TEXAS FILMMAKERS
In consideration of the receipt of funds from City, Texas Filmmakers agrees to the following
terms and conditions:
A. Two Thousand, Fifty Dollars/l 00 ($2,050.00) shall be paid to Texas Filmmakers by
City to be utilized for the purposes set forth in Article 1.
B. Texas Filmmakers will maintain adequate records to establish that the City funds are
used for the purposes authorized by this Agreement.
C. Texas Filmmakers will permit authorized officials of City to review its books at any
time.
D. Upon request, Texas Filmmakers will provide to City its By Laws and any of its rules
and regulations that may be rclevant to this A�reement.
E. Texas Filmmakers will not enter into any contracts that would encumber City funds
for a period that would extend beyond the term of this Agreement.
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F. Texas Filmmakers will appoint a representative who will be available to meet with
City officials when reyuested.
III. TIME OF PERFORMANCE
The services funded by City shall be undertaken and completed by Texas Filmmakers within
the following time frame:
The term of this A�reement shall commence on the effective date and terminate September 30,
2014, unless the contract is sooner terminated under Section VII "Suspension or Termination".
IV. PAYMENTS
A. PAYMENTS To TEXAS FILMMAKERS. City shall pay to Texas Filmmakers the sum
specified in Article II after the effective date of this Agreement.
B, EXCESS PAYMENT. Texas Filmmakers shall refund to City within ten (10) workin�
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 Texas Filmmakers; 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
Texas Filmmakers agrees to participate in an implementation and maintenance system
whereby the services can be continuously monitored. Texas Filmmakers agrees to make available its
bank statements for review by City at City's discretion. In addition, Texas Filmmakers a�rees to
provide City the following data and reports, or copies thereof:
A. An explanation of any major changes in program services.
B. To comply with this section, Texas Filmmakers agrees to maintain records that will
provide accurate, current, separate, and complete disclosure of the status of funds received and the
services performed under this Agreement. Texas Filmmakers's record system shall contain sufficient
documentation to provide in detail full support and justification for each expenditure. Texas
Filmmakers 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 yeazs.
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C, Nothing in the above subsections shall be construed to relieve Texas Filmmakers of
responsibility for retaining accurate and current records that clearly reflect the level and benefit of
services provided under this Agreement.
Vl. MEETINGS
Minutes of all meetings of Texas Filmmakers's governing body shall be available to City
within ten (10) working days of approval.
VII. TEIZMINATION
The City may terminate this Agreement for cause iF Texas Filmmakers violates any
covenants, agreements, or guarantees of this Agreement, the Texas Filmmakers's insolvency or filing
of bankruptcy, dissolution, or receivership, or the Texas Filmmakers's 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. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS
A. Texas Filmmakers shall comply with all applicable equal employment opportunity
and affirmative action laws or regulations.
B. Texas Filmmakers 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 Texas Filmmakers's noncompliance with the nondiscrimination
requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and
Texas Filmmakers may be barred from further contracts with City.
IX. WARRANTIES
Texas Filmmakers 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 of the date shown on the information, data, or report,
and, since that date, have not undergone any si�nificant change without written notice to City.
B. Any supporting bank statements heretofore requested by City and furnished to City,
are complete, accurate and fairly reflect the financial conditions of Texas Filmmakers 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
Texas Filmmakers.
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C. No litigation or legal proceedings are presently pending or threatened against Texas
Filmmakers.
D. None of the provisions herein contravenes or is in conflict with the authority under
which Texas Filmmakers is doing business or with the provisions of any existing indenture or
agreement of Texas Filmmakers.
E. Texas Filmmakers 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 of the assets of Texas Filmmakers are subject to any lien or encumbrance of any
character, except for current taxes not delinquent, except as shown in the bank statements furnished
by Texas Filmmakers 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 A�reement expressly
provide that another method shall be used.
B. lt 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
modiftcations 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.
C. Texas Filmmakers shall notify City of any changes in personnel or governing board
composition.
XI. INDEMNIFICATION
To the extent authorized by law, the Texas Filmmakers 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 Texas Filmmakers 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 of Texas Filmmakers, its officers,
employees, agents, subcontractors, licensees and invitees.
XII. CONFLICT OF INTEREST
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A, Texas Filmmakers 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. Texas Filmmakers 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. Texas Fi lmmakers 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 of the undertaking or carrying out
of this Agreement shall participate in any decision relating to the Agreennent which affects his
personal interest or the interest in any corporation, partnership, or Texas Filmmakers 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 certitied, return receipt requested,
or via hand-delivery or facsimile, addressed to Texas Filmmakers or City, as the case may be, at the
following addresses:
CITY
TEXAS FILMMAKERS
City of Denton, 'I'exas Texas Filmmakers Corporation
Attn: City Manager Joshua Butler
215 E. McKinney 510 N. I35E
Denton, TX 76201 Denton, TX 76205
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. Texas Filmmakers shall not transfer, pledge or otherwise assign this A�reement 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. 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.
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C. In no event shall any payment to Texas Filmmakers 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 Texas Filmmakers. Neither shall such paynnent,
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 rnay 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 A�;reement 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.
IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this
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C1TY OF DENTON
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GEORGE �, ��4�P�E;�.L, I'TY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRET'ARY
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ti�' �'�;I� � TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: �'�_.;�°'� �+ .
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TEXAS FILMMAKERS CORPORATION
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BY: ,�
T1TLE: President
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