19-457S:\Legal\Our Documents\0rdinances\19\131ack Film Festival Ord.doc
ORDINANCE NO. 19-457
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING A SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON AND THE DENTON BLACK FILM FESTIVAL;
AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE SAID
AGREEMENT; PROVIDING FOR THE EXPENDITURE OF COUNCIL CONTINGENCY
FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE. ($300)
WHEREAS, the City Council desires to support the Denton Black Film Festival which is
a local event for the public, and
WHEREAS, the City Council of the City of Denton ("City") hereby finds that the
agreement between the City and the Denton Black Film Festival, 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 la. The findings set forth in the preamble of this Ordinance are incorporated
by reference into the body of this Ordinance as fully set forth herein.
SECT ION„2. The Agreement is hereby approved and 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 Agreement, including the expenditure of funds as provided in the Agreement.
SECTION 3, This Ordinance shall become effective immediately upon its passage and
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approval.
The was made by y" and
seconded bymot> n - e this ordinance....... the c� 111i� tlt e w i; .apt cc rv�� d approved b
approve
I Pp Y
the following Vot1. � ,� ��1-4
Chris Watts, Mayor:
Gerard Hudspeth, District 1:
Keely Briggs, District 2:
Don Duff, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5
Paul Meltzer, At Large Place 6:
Aye Nay
V
V
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I/
Abstain Absent
PASSED AND APPROVED this the day of �r'L 2019.
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(1f �S TTS, MAYOR
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ATTEST:
RACHEL WOOD, INTERIM CITY SECRETARY
µ
ry
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
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DIDION 101120MIXej VA W -1 M-01 13 WIM
This Agreement is hereby entered into by and between the City of Denton, a Texas home rule
municipal corporation, hereinafter referred to as "City", and Denton Black Film Festival, an
unincorporated non-profit organization, hereinafter referred to as "Festival".
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 Festival
general expenses; and
WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public
�,nterest; NOW, THEREFORE, the parties hereto mutually agree as follows:
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Festival 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 will be for the purpose of paying expenses for the Denton Black
Film Festival.
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In consideration of the receipt of funds from City, Festival agrees to the following terms and
conditions:
A. Three Hundred Dollars and no/100 ($300.00) shall be paid to Festival by City to be
utilized for the purposes set forth in Article I.
B. Festival will maintain adequate records to establish that the City funds are used for
the purposes authorized by this Agreement.
D. Upon request, Festival will provide to City its Bylaws and any of its rules and
regulations that may be relevant to this Agreement.
E. Festival will not enter into any contracts that would encumber City funds for a period
that would extend beyond the term of this Agreement.
F. Festival will appoint a representative who will be available to meet with City officials
when requested.
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The services funded by City shall be undertaken and completed by Festival within the
following time frame,
The term of this Agreement shall commence on the effective date and terminate September 3 0,
2019, unless the contract is sooner terminated under Section VII "Termination".
A. PAYMENTS TO FESTIVAL: City shall pay to Festival the sum specified in Article
11 after the effective date of this Agreement.
B. EXCESS PAYMENT: Festival shall refund to City within ten (10) working days of
determines:
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Festival agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored. Festival agrees to make available its bank statements for
review by City at City's discretion. In addition, upon request, Festival agrees to provide City the
following data and reports, or copies thereof -
A. All external or internal audits. Festival shall submit a copy of the annual independent
audit to City within ten (10) days of receipt; and
D. To comply with this section, Festival agrees to maintain records that will provid,§
accurate, current, separate, and complete disclosure of the status of funds received and the services
performed under this Agreement. Festival record system shall contain sufficient documentation to
provide in detail full support and justification for each expenditure. Festival 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; and
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E. Nothing in the above subsections shall be construed to relieve Festival of
responsibility for retaining accurate and current records that clearly reflect the level and benefit of
services provided under this Agreement.
VI. MEETINGS
Upon request, minutes of all meetings of Festival governing body shall be available to City
within ten (10) working days of approval,
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The City may terminate this Agreement for cause if Festival violates any covenants,
agreements, or guarantees of this Agreement, the Festival insolvency or filing of bankruptcy,
dissolution, or receivership, or the Festival 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. 1"(XJL. .AOPPORITINITYAND COMPLIANCE WITH LAWS
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A. Festival shall comply with all applicable equal employment opportunity and
affirmative action laws or regulations.
B. Festival will furnish all information and reports requested by City, and will permit
,9, ess to its books.. records. and accounts for Ocur(coses of inves i ation to ascertain com)Lliance with
local, State and Federal rules and regulations.
C. In the event of Festival non-compliance with the non-discrimination requirements, the
Agreement may be canceled, terminated, or suspended in whole or in part, and Festival may be
barred from further contracts with City.
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A. All information, reports and data heretofore or hereafter requested by City and
furnished to CA,-, are comylete and accurate as of the date shown on the information data or rei�.ort
and, since that date, have not undergone any significant change without written notice to City.
B. Any supporting bank statements heretofore requested by City and furnished to City,
are com%lete, accurate and fairlp reflect the financial conditions of Festival 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 Festival.
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D. None of the provisions herein contravenes or is in conflict with the authority under
which Festival is doing business or with the provisions of any existing indenture or agreement of
Festival.
E. Festival 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 Festival are subject to any lien or encumbrance of any character,
excey,t for current taxes not delin-guen
A. exceyt as shown in the bank statements furnished by Festival
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.
A. Any alterations, additions, or deletions to the terms of this Agreement shall be by
written amendment executed bp both %arties, exceigt when the terms of this A!O��#
f,trovide 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 of this Agreement. Any such
hereto, and shall become a part of the Agreement on the effective date specified by the law or
regulation.
C. Festival shall notify City of any changes in personnel or governing board
composition.
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services required to be performed under this Agreement. Festival further covenants that in the
member of its governing body.
B. Festival 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
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
exerciscs any finctitri #r r6s�,*nsitilities in the rcyic7f�-*r ay,,#,r*,eal *f tI,6,Y.n4cr1aking *r caiyyirig *'*t
of this Agreement shall participate in any decision relating to the Agreement which affects his
in which he has direct an
indirect interest.
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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
ei%osited in the United States mailp�to�tage Xire�#' �i registered or certified return receij�t re�jruesLa_
or via hand -delivery or facsimile, addressed to Festival or City, as the case may be, at the following
addresses:
City of Denton, Texas Denton Black Film Festival
Attn: City Manager Harry Eaddy, President
215 E. McKinney P.O. Box 1217
Denton, TX 76201 Denton, TX 76202
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.
A. Festival shall not transfer, pledge, or otherwise assign this Agreement or any interest
Q%prei.t—,ox bank. trust compan_y 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 Festival 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 Festival. 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.
x
enWITNESS WHEREOF,parties
r their signatures and enter into this
Agreement as of theday OFo the ��� �1� � do hereby affix 2019,
ATTEST:
RACHEL WOOD, INTERIM CITY SECRETARY
r
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY:,.,
CITY OF DENTON
�-
TODD HI..
LEMAN, CITY MANAGER
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I ESTIVAI.
BY
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