18-2023S:\legal\our documents\ordinancesU 8\texas filmmakers'
ORDINANCE NO. 1 g-ZO23
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS, AND TEXAS FILMMAKERS'
CORPORATION FOR THE PURPOSE OF THIN LINE FEST 2019 SPONSORSHIP;
PROVIDING FOR THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City Council of the City of Denton hereby finds that the agreement
between the City and Texas Filmmakers' Corporation, for funds to be used for Thin Line Fest
2019 sponsorship, which is attached hereto and made a part hereof by reference (the
"Agreement"), serves a municipal and public purpose and is in the public interest; NOW,
THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The fndings set forth in the preamble of this Ordinance are incorporated
by reference into the body of this Ordinance as if fully set forth herein.
ION 2. The City Manager, or his designee, is hereby authorized to execute the
S. E. C. T ..................
Agreement and to carry out the duties and responsibilities of the City, including the expenditure
of funds as provided in the Agreement.
SBCTION 3. This Ordinance shall become effective immediately upon its passage and
a roval.
Pp
tion to �� ��r ���� y V� ce was p�� and
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T �e mo � ��� � �� � � Or� inance was ma e ��°��� ���� ��� - '� .0 d approved by
seconded
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Chris Watts, Mayor:
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2:
Don Duff, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
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PASSED AND APPROVED this the �,��� wm day of
Abstain Absent
CHRIS WATTS, MAYO
S:\legal\our documents\ordinances\18\texas filmmakers'
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
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WHEREAS, this Agreement serves a valid municipal and public purpase and is in the
public interest;
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A. Sponsorship Funds shall be utilized by the Organization only for the purposes set
forth in Article I.
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C. Organization shall permit authorized officials of City to review its boaks at any
time.
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F. Organizatian will appoint a representative who will be available to meet with City
officials when requested.
G. Organization shall, at a minimum, provide insurance as follows:
1) $1,000,000 Commercial General Liability, or $1,000,000 Event Insurance,
covering all events taking place on City-owned property, and
2) $500,000 Liquar/Dram Shop Liability for any event accurring an City-owned
property where alcohol will be pravided or served.
• ' ' •' �
The Sponsared Activity sponsored by City shall be undertaken and campleted by
Organization within the following time frame:
The term af this Agreement shall commence on the Effective Date (hereinafter defined)
and terminate September 30, 2019, unless the contract is soaner terminated pursuant to the terms
of this Agreement.
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A. City shall pay to Organization the Sponsorship Funds after the Effective Date af
this Agreement.
B. Organization shall refund to City within ten (10) warking days of City's request,
any sum af the Sponsorship Funds which has been paid by City and which City at any time
thereafter determines:
1} has resulted in overpayment ta Organization;
2} has nat been spent strictly in accordance with the terms of this Agreement; or
3) is nat supported by adequate dacumentation to fully justify the expenditure.
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Organizatian agrees ta participate in an implementation and maintenance system whereby
ihe Sponsored Activity can be continuously monitored. Organization shall provide its expenditure
reports, including a list of expenditures and copies af invoices ar receipts made with regard to the
Spansorship Funds, for review by City prior ta the termination of this Agreement. In addition,
upon City's request, Organization agrees to pravide City the fallowing data and reports, or copies
thereof:
A. All financial records and external or internal audits. Organization shall submit a
copy of the annual independent audit to City within ten (10) days of receipt of City's request.
B. All external or internal evaluatian reports.
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E. Nothing in the above subsections shall be construed to relieve Organization of
responsibility for retaining accurate and current records that clearly reflect the level and beneiit af
Sponsored Activity pravided under this Agreement.
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The City may terminate this Agreement for cause if Organization fails to perform the
Sponsored Activity, violates any cavenants, agreements, warranties or guarantees of this
Agreement, the Organization's insolvency or filing of bankruptcy, dissolution, or receivership, or
the Organization' violation of any law or regulation ta 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.
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C. In the event of noncompliance by Organization with the nondiscrimination
requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and
Organization may be barred fram further contracts with City.
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Organization 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 informatian, data, ar
report, and, since that date, have not undergone any significant change without written natice to
City.
B. Any supporting financial statements heretofare requested by City and furnished to
City, are camplete, accurate and fairly reflect the financial conditions of Organization on the date
shown an said report, and the results af the operation for the period covered by the report, and that
since said data was provided ta City, there has been no material change, adverse ar atherwise, in
the financial condition of Organization.
C. No litigation or legal praceedings are presently pending or threatened against
Organizatian.
D. None of the provisians herein contravenes ar is in conflict with the authority under
which Organization is daing business or with the provisions af any existing indenture ar agreement
of Organization.
E. Organization has the power ta enter into this Agreement and accept payments
hereunder, and has taken all necessary action to authorize such acceptance under the terms and
canditions of this Agreement.
F. None of the assets af Organization are subject to any lien ar encumbrance of any
character, except for current taxes not delinquent, except as shown in the financial statements
furnished by Organization to City.
G. Organizatian acknawledges and agrees that City maintains sole discretion over
which entities are eligible to become a sponsored organization. The Organization has no
expectation, and City has no obligation, to provide any support or funding during and after the
term of this Agreement which exceed the Sponsorship Funds authorized by this Agreement.
Organization disclaims the right to any sponsorship, fees or benefits except as expressly provided
for in this Agreement.
H. Organizatian acknowledges and agrees that this Agreement and the provision of the
Sponsored Activity hereunder is nonexclusive and that City may enter inta similar agreements
with other entities.
I. The Spansored Activity described herein shall be provided in accordance with all
ordinances, resolutions, statutes, rules, regulations and laws of the City and any federal, state and
local governmental agency of competent jurisdiction.
J. Organization and any agent or employee of Organization shall act in an independent
capacity and nat as officers or emplayees af the City. City assumes no liability for Organization's
actions and performance of the Sponsored Activity, nor assumes responsibility far payments,
bonds, taxes, or other commitments, implied ar explicit, by or for the Organizatian. Organization
shall not have authority to act as an agent on behalf of the City.
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A. Any alteratians, 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 understaad and agreed by the parties hereto that changes in the state, federal ar
local laws ar regulations pursuant hereta may occur during the term of this Agreement. Any such
modifications are to be autamatically incorporated into this Agreement without written amendment
hereto, and shall became a part of the Agreement on the effective date specified by the law or
regulation.
C. Organization shall notify City of any changes in personnel or governing board
composition.
XI.IN E NIFICATI N
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B. Organization further covenants that no member of its governing body or its staff,
subcontractars or employees shall violate or cause to be violated the City Ethics Ordinance, as
amended, or 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.
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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.
XV. MISCELLANEOUS
A. Organization 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. 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 Organization 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 Organization. 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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CITY OF DENTON, TEXAS
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AN, CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: �,��� `����.����°'��. '�����'���� ��'°����s�
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APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
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Filmmakers Travel $ S,d00
Screening Costs 3,000
Musicians Travel 2,000
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