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18-328s:\Icgal\our documenls\ordinances\I S\scrv agr-dme-tc�as lilmmukers corp-lhin line fcslival ord doc ORnINANCF. NO. ig-32g AN ORDINANCE OF THE CITY OF DrNTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS, AND TEXAS r'ILMMAKLRS CORPORA"TION FOR THE SPONSORSHIP OF THE THIN LINE F�STIV�IL; nUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFCCTIVE DA'I'E. WHEREAS, the City Counci l of the City of Denton hereby finds that the Agreement between the City and Texas Fi lmmakers Corporation, attached hereto and made a part hereof by reference (the "Agreement"), serve a municipal and public purpose and is in the public interest; NOW, THCRLPORC, Z'HE COUNCIL OF THE CITY OF DENTON HEREF3Y 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. S�CTION 2. The City Managcr, or his dcsignee, is hereby authorized to execute the �lgreement and to exercise all rights and duties of the City under the Agreement, including authorizing and ratifying the expenditure of funds. SECZ'ION 3. 1'his Ordinance shall become effective immediately upon its passage and _ __�� .....................�....�._ approval. P�ISSED AND APPROV�D this thc �� °"_.____._. day of ��,��,� ��"�_�� , 20l 8. �I � � u �s „�.. � � . � � � °i �i�r�� r��s, MA�oa ATTCST: JENNIFf R WALTI?RS, CI7'Y SNCRETARY � APP��,�'l"��:C� r��"r0 LEGAL FORM: ,««"1��;:;}�i LEAL, CITY A'1"1'ORN1�Y �.... BY�: �� - - ....,,,,, ... .... ....... s:\Icgal\our doctrmcnlslconlracts\18lserv agr-dmc-lcxas filnrmakcrs corp-lhin linc feslival.docx � ., i � � � . . . � ,, � � � . � This Agreement is hcreby 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"fexas non-profit carporation, hereinafter referred to as "Filmmakers." WH�f�AS, 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 WHEIZEAS, this Agreement serves a valid municipal and public purpose and is in the public interest; NOW, THEREFORE, the parties hereto mutually agree as follows: # • ' FILMMAKERS shall, in a satisfactory and proper manner, pert`orm the following tasks, for which the monies provided by City may be used: Thc funds being provided from Dentan Municipal Electric FY 2017-18 sponsorship fund, under the approved City of Denton Resolution No. [Z2017-050, shall be used by FILMMAKERS to support and fiind expenses related to the 2018 "Thin Line Festival, iI. �D��C�iCw�`�C�`lt�l�� 1' �"��1�1.�G�.�l�,.�a:&�� In consideration ofthe receipt of funds from City, FILMMAKERS agrees to the following terms and conditions: A. Five Thousand Dollars and no/100 ($5,000.00) shall be paid to FILMMAKERS by City to be utilized for the purpases set forlh in Article I. :�, � " � �. , � �. � . ,� � � : • �� ► . - � � . � , _ ._ . C. FILMMAKERS will permit authorized ofticials of City to review its books at any time„ D. Upon request, FILMMAKERS will provide to City its By Laws and any of its rules and regulations that may be relevant to this �lgreement. E. FILMMAKERS will nat enter into any contracts that would encumber City funds for a period that would extend beyond tlle term of this Agreement. s:ile�al\oa`rdocur�scnfslcoaiflracts\I�\serv �gr�dsnc�t�xas Iilmara�kLrs coep-tlqin linc festival.docx F. FILMMAKERS will appoint a representative who will be available to meet with City officials when requested. • ' " •' The services funded by City shall be undertaken and completed by FILMMAKERS within thc follawing time framc: The term af this Agreement shall cammence on the effective date and terminate September 30, 2018, unless the contract is soaner terminated under Seclian VII "Suspension or Termination". f : � A. PAYMGNTS To FILMMAKERS, City shall pay ta FILMMAKERS lhe sum specified in Artiele II after the effective date of this Agreement. B. EXCESS PAYMENT. FILMMAKERS 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: ar l) has resulted in overpayment to FILMMAKERS; or 2) has not been spent strictly in accordance with the terms of this Agreement; 3) is nat supported by adequale documentatian to fully justify the expenditure. V. EVALUAI'ION FILMMAKERS agrees ta participate in an implementatian and maintenance system whereby the services can be continuously monitored. FILMMAKERS agrees to make available its iinancial recoi•ds for i•eview by City at City's discretion. In additian, upon request, PILMMAKERS agrees to pravide City the following data and reports, or copies thereaf: A. All e:cternal or internal audits. FILMMAKERS shall submit a copy of the annual independent audit to City within ten (10) days af receipt. , All external or internal evaluation reports. C. /\n explanatian of any majar changes in program services. D. To comply with this section, 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. FILMMAKERS° recard system shall cantain sufficient documentation to provide in detail full support and justification for each expenditure. � s:\Ic�allour documcnls\conUacts\181scrv agr-dmo-texds lilmmakcrs corp-�hin linc leslival.docx FILMMAKERS agrees to retain all boaks, 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 abave subsections shall be canstrued to relieve FILMMAKERS of responsibility far retaining accurate and eurrent records that clearly reflect the level and benefit of services provided under this Agreement. VI. DIRECTORS' MEETINGS Upon request, minutes ai' all meetings of FILMMAKERS' governing body shall be available ta City within ten (10) working days of approval. VII. TERMINATION The City may terminate this Agreement for cause if FILMMAKERS violates any covenants, agreements, or guarantees of this Agreement, the FILMMAKERS' insolvency or filing af bankruptcy, dissolution, or receivership, or the FILMMAKERS' violatian of any law ar i•egulation to which it is bound under the terins of this Agreement. The City may terminate this �lgreement far other reasons not specifically enumerated in this paragraph. VIII 1°�„��T_. {il'��C�l_� � 1a�1➢ I_�" ��J'D„COMPLIANC,E WITH_LAWS A. FILMMAKERS shall comply with all applicable equal employment oppartunity and affirmative action laws ar regulations. B. FILMMAKERS will furnish all infarmation and reports requested by City, and will permit access to its books, recards, and accounts for purposes af investigation to ascertain compliance with local, State and Federal rules and re�ulations. C. In the event of FILMMAKERS' non-compliance with tlie non-discriminatian requirements, the Agreement may be canceled, terminated, ar suspended in whole or in part, and I� II.MMAKERS may be barred from iurther contracts with City. lX. WAItItt�N'I'IL;S FILMMAKERS represents and warrants that: n. n» information, reports and data heretofore or hereafter requested by City and furnished to City, are complete and accurate as of the date shawn on the informatian, data, or report, and, since that date, have not undergone any significant change without written notice to City. B. Any supporting financial statements heret�fore requested by City and furnished ta City, are complete, accurate and fairly reflect the financial conditions of FILMMAKERS an the date show�l on said report, and the results af the �peratian far the period cavered by the report, and Page 3 s:\legal\our documcnlslconU�cts\18�Scrv egr-dmc-tcxas fihnmakcrs corry-lhin linc fcstival.docx . . � • - - , �-• I • • .� - - �, � .' - — . ',' � I � t � I � C. No litigation or legal proceedings are presently pending or threatened against FILMMAKCRS. D. None of the pravisions herein contravenes or is in conflict with the authority under which FILMMAKERS is doing business or with the pravisions of any existing indenture or agreement of FILMMAKERS. E. FILMMAKERS has the power to enter inta this Agreement and accept payments hereunder, and has takcn all necessary action ta authorize such acceptance under the terms and conditions of this Agreement. F. None of lhe asseis of F[LMMAKERS are subject lo any lien ar encumbrance af any character, except for current taxes not delinquent, except as shown in the financial statements fi�rnished by FILMMAKERS ta City. , , _ _ -. - - , � . . . . . . �- � . . . �- .-- -� , - .-- _�_ -. � . , , ,; - -. - , � _ A. Any alteratians, additions, ar 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 ar local laws ar re�ulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically incorporated into this Agreement without written amendment herelo, and shall become a part of the Agreement on tlie effective date speci�ied by the law or regulation, C. FILMMAKERS shall notify City of any changes in persannel or governing board COIYl}70S1t1011. � . ' . � � • •, � ., 1 � .: ... -. �. �� . = .. ,.-. � , . .��. � - '. • . w . � - .. �: ��. ��. + ' .'. � . '. + ' ,' v ' .,. � ' ...,. ) � - .. . � ... � ��. ��. r �: . �. !: � '. .: . t� ... ' �• .�' � # � 1 . ' ! � +'. •' . � � wI � � " I , , ' , .., � _. :, _. � �� ,..... + - —, ' � ,...� # " �. ��: • : •: � . ♦ — . .: , _ * .....�. �. ,. #I . # . " # �. '� •� � , • • � ., 1 . 1 ' . �I #. '! f ' l �. ' ��,' . -s. • f - r. #'' " ' • . r 1 � l . " ,• , ''; , ' ' f # , `� ..; , � -- ��r:�:...� [, s:\Icsal\our documenlslconlracls\IA\serv agr-dmc-lcxas lihnmakcrs corp-thin linc fcstival docx XII. CONFLICT OF INTEREST A. FILMMAKERS covenants that neither it nor any member af its gaverning body presently has any interest, direct or indirect, which would conflict in any manner or de�ree with the perforrnance af services required to be performed under this Agreement. FILMMnKERS furtlier cavenants that in the performance of this Agreement, no person having such interest shall be employed or appainted as a member af its governing body. B. FILMMAKERS further covenants that na member of its governing bady or its staff, subcontractors or employees shall possess any interest in or use his/her position for a purpose that is ar gives the appearance of being motivated by desire far private gain far himself/herself, or others; particularly thase with which he/she has family, business, or other ties. C. No officer, member, or emplayee of City and na member of its gaverning body wha exercises any function or responsibilities in the review or approval of the undertakin� or carrying out ai'this Agreement shall participate in any decision relating ta the Agreement which affects his personal interest or the interest in any cotporation, partnership, or associatian in which he has direct or indirect interest. Xlll. NO"I�ICE Any notice or other written instrument required or permitted ta bc delivercd undcr thc tcrms af this Agreement shall be deemed to have been delivered, whether actually received or not, when depnsited i» the United States mail, postage prepaid, registered or certified, return receipt requested, or via hand-delivery ar facsimile, addressed ta FILMMAKBRS or City, as the case may be, at the following addresses: C[TY City of Dcnton, Tcxas Attn: City Manager 215 E. McKinney Denton, TX 76201 Fax Na. 940.349.8596 "I'EXAS FILMMAKERS CORPORATION Jashua Butler Texas Filmmakers Corp. 207 VV. Hickory Street, Ste, 31 l Denton, TX 76201 F,ither party may change its mailing address b}� sending notice of change of address to the other at the abave address by ccrtif ed mail, return receipt requested. XIV. MISCELL_ANEOUS A. FILMMAKERS shall nat transfer, pledge or othervvise assign this Agreement or any interest thecein, or any claim arising thereunder to any party or parties, bank, trust company ar other financial institution without the prior written approval of City. � s:\Icgal\our documentslconlracts\181�crv agr-dmc-lcxas filmmakers corp-lhin linc fcstival.docx B. lf 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 F11_,MMAKF,RS 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 FILMMAKERS. 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 agcnt of City may waivc thc effcct of this provision. D. This Agreement, together with referenced exhibits and attachments, constitutes the cntirc agrccment bctwccn thc partics hercto, and any prior agreement, assertion, statement, understanding, or other commitment occurring durinb 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 lhis Agreement. E. This A�reement 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 WITNES� '�191 ��.EOI' the ��n��ies do l�a ��a� affix their signatures and enter into this g �� _,. day of � ��,�.�� , 2018. A reement as of the � mm ��-- .�,... _.+�-,�✓ � `"� �~ „� � :J��:� H ___ �. .... "1"i: ILEMAN, CITY MANAGF,R ATTEST: JENNIFER WALTERS, CITY SECRCTARY BY: i�,N'C' AARON LEAL, CITY ATTORNI;Y � �.. I3Y: _�� . �° . . .. �� _ __ � .... .............. Page 6 ......... ........ ,w „ , , . . �.. ....... .....,....�.�w....,,..�.., n� �,,,,�.�,�„�...�,,,..... �..��,�� ..................,��„�� oN�NaNMww��NN��NNow�,v,nuwr��w.�..ww.��uomrerem�mmwu��mwwmwmwuwwwmom��;� f ��.. ��f 4 I � � �� 7'��f�� F��.t�1,�'��a��.�"w �w��r��.r'�� i��t�"�d�"�.�1r� 1:��