19-444S:\legal\our documents\ordinances\19\filmmaking access
ORDINANCE NO. 19-444
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS, AND FILMMAKING ACCESS, INC., FOR
THE PURPOSE OF THE 2019 ORACLE IN TIME 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 Filmmaking Access, Inc., for funds to be used for the 2019 Oracle in Time
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 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.
SI.1'C ION 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 Agreement,
including the expenditure of funds as provided in the Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval
. made by ................._� .. and
The seconded bymotr n to approve thisOrdinance was m the O dlll ltice � as passe ..�� approved by
the following vote .
Aye Nay Abstain Absent
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: u
�.` .. 2019,
PASSED AND APPROVED this the �__ dayof 'f _.—
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ATTEST:
ROSA RIOS, CITY SECRETARY
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BY: x
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
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S PONS ORS1 11 P ACREEMENT
111110,"I'WEENTHE CITY OU'DEN'TON, Tf',XAS ANI)
F11MMAKING ACCESS, INC.
This Agreement is hereby entered into by and between the City ofDenton,Texas, a f lorne
Rule Municipal Corporation, hercinafler referred to as "City", and I,'ilrnrnaking Access, Inc,, a
Texas Non -Profit Corporation, hereinafter referred to as "Organization."
Wl I 1::,'1Rl::,,AS, City has determined that sponsorship of the 2019 Oracle in `Fiore serves a
public purpose and has provided funds in its budget for the purpose of paying for the sponsorship
of the activities provided by Organization; and
Wf I Y"RP'AS, this Agreet-nent serves a valid municipal and public purpose and is in the
public interest;
NOW, TI fl,"'REFORI",, the parties hereto mutually agree as follows:
I
Cat, SPONSORSHIP
The City shall pay Five Hundred Dollars and no/l00 ($500,00) ("Sponsorship Funds") to
Organization to be utilized by Organization to perform, in a satisfactory and proper manner, the
2019 Oracle in Time in accordance with the Sponsorship Funds budget attached hereto as Plxbibit
"A" and incorporated herein for all purposes and Organizati on's sponsorship application on file at
the City Finance Department and incorporated herein for all purposes (the "Sponsored Activity").
I
11. OBUGA"1111ONS OF ORGANIZATION
111-1-1-1 ---- - -----
In consideration of the receipt of the Sponsorship 1.ilunds from City, Organization agrees to
the following terms and conditions:
A. Sponsorship Funds shall be utilized by the Organization only ror the purposes set
forth in Article L
1:3. Organization shall maintain adequate records to establish that the Sponsorship
Funds are used for the purposes authorized by this Agreement,
C. Organization shall permit authorized ()ITicials of City to review its books at any
SM
D. Upon request, Organization shall provide to City its bylaws and any of its rules and
regulations that may be relevant to this Agreernent,
E. Organization will not enter into any contracts that would encumber Sponsorship
Funds for a period that would extend beyond the term of this Agreement.
J." Organization will appoint a representative who will be available to meet with City
officials when requested.
GY . Organization shall, at a rnininiurri, provide insurance as follows:
1) $1,000,000 Commercial (.3'encral 1,jability, or $1,000,000 1-'vent Insurance,
covering aril events taking place on City -owned property, and
2) $500,000 Liquor/Dram Shop Liability for any event occurring on City -owned
property where alcohol will be provided or served.
111, ANC F,
The Sponsored Activity sponsored by City shall be undertaken and completed by
Organization within the following time franc:
'Fhe terns of this Agreement shall corntrience on the ElIlective Date (hereinafter defined)
and terminate September 30, 2019 unless the contract is sooner terminated pursuant to the terms
of this A�)J=Meiit.
IV, PAYMPINTS
A. City shall pay to Organization the Sponsorship Funds alter the E.,,ffective Date of
this Agreement,
1:3. Organization shall refund to City within ten (10) working days of City's request,
any surn of the Sponsorship Funds which has been paid by City and which City at any time
thereafter determines:
I ) has resulted in overpayment to Organization;
2) has riot been spent strictly in accordance with the terms of this Agrcement; or
3) is riot supported by adequate documentation to :fully justify the expenditure.
V, INALUATION
Organization agrees to participate in an iniplerricntation and maintenance system whereby
the Sponsored Activity can. be continuously monitored, Organization shall provide its expenditure
reports, including a list of expenditures and copies of invoices or receipts made with regard to the
Sponsorship Funds, for review by City prior to the termination of this Agreement. In addition,
upon City's request, Organization agrees to provide City the following data and reports, or copies
thcrcof:
A. All financial records and external or internal audits. Organization shall submit as
copy of the annual independent audit to City within ten (10) days of reecipt of City's request,
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NA I egn I \o I I I (I ocl I I) I el I ls\co I It I numaking, contract c I (mil (I oex
13, All external or internal evaluation reports.
C. An explanation of any major changes in Organization's program services,
1.). To cortiply with this section, Organization agrees to maintain records that will
provide accurate, current, separate, and complete disclosure of the status of Sponsorship Funds
received and the Sponsored Activity pci-fort-ned under this Agreement. The record system or
Organization shall contain sufficient documentation to provide in detail full support and
Justification for each expenditure, Organization agrees to retain all books, records, documents,
reports, and written accounting procedures pertaining to the Sponsored Activity and expenditure
of Sponsorship Funds under this Agreement for rive years.
11. 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 benefit of
Sponsored Activity provided Linder this Agreement,
V1.
I
DREICT' O SMF,'FT1NGTS
I I 1.-1111- R -- -111 .11 1, .1. " - -.- , 11 �
Upon City's request, minutes of all meetings of Organization's governing body shall be
available to City within ten (10) working clays of approval,
VIL TFJZM1NAT1QN
The City may terminate (his Agreement for cause if' Organization fails to per -form the
Sponsored Activity, violates any covenants, agreements, warranties or guarantees of this
Agreement, the Orga n izati on's insolvency or filing of bankruptcy, dissolution, or receivership, or
the Organization' 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.
V111. 1,'Ot W', (")PPOR. --TUNFIN AND COMPIJAM"T' WFH I LAWS
. . . . ...... -- - -- - -----
A, Organization shall comply with all applicable equal ernployment opportunity and
affirmative action laws or regulations. Organization agrees not to discriminate against any person
or class of persons by reason of.'race, sex, sexual orientation, age, disability, religion, creed, color,
genetic testing, or national origin in its provision of the Sponsored Activity, To the extent this
Agreement provides that Organization offer accommodations or services to the public, such
accommodations or services shall be offered by Organization to the Public on fair and reasonable
terms.
13. Organization 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,
Page 3 of 8
C In the event of noncompliance by Organization with the nondiscrimiri.ation
requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and
Organization may be barred from further contracts with City,
IX, WAIR.R.A.M"IF'S
.1 .. . . ...... ...
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 information, data, or
report, and, since that date, have not undergone any significant change without written notice to
City, 13. Any supporting financial statements heretofore requested by City and furnished to
City) are complete, accurate and. fairly reflect the -financial conditions of Organization on the date
shown on said report, and ttic results of the operation for the period covered by the report, and that
since said data was provided to City, there has been no material change, adverse or otherwise, in
the financial condition of Organization.
('11. No litigation or legal proceedings are presently pending or threatened against
Organization.
17, None of the provisions herein contravenes or is in conflict with the authority under
which Organization is doing business or with the provisions of any existing indenture or agreement
of Organization.
11;, Organization 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,
None of the assets of Organization are subject to any lien or encumbrance of any
character, except for current taxes not delinquent, except as shown in the financial stater eats
furnished by Organization to City,
G. Organization acknowledges and agrees that City maintains sole discretion over
which entities are eligible to become a sponsored organization. `Fhe 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 Spons . orship binds authorized by this Agreement.
Organization disclaims the right to any sponsorship, fees or benefits except as expressly provided
for in this Agreement
11, Organization acknowledges and agrees that this Agreement and the provision of the
Sponsored Activity hereunder is nonexclusive and that City may enter into similar agreements
with other entities.
I
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I.. The Sponsored Activity described herein shall be provided in accordance with all
ordinances, resolutions, statutes, rules, regulations and laws ofthe City and any -federal, stag: and
locEd governmental agency of coi-ii.petent,jtij.,iscliction.
J. Organization and any agent or employee of Organization shall act in an indepe.11dent
capacity and not as officers or eniployees of the City. City assumes no liability for Organizeation's
actions and perl'orniance of the Sponsored Activity, nor assumes responsibility for payn-ients,
bonds, taxes, or other co(a mitments, implied or explicit, by or for the Organization. Organization
shall not have authority to act as an agent on behalf of the City,
K. Organization is not opposing the City in any pending or ongoing legal proceeding,
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. (1 IANGI,�S AND AMI�INDMI,'INTS
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,
13, It is understood and agreed by the parties hereto that changes in the state, f'ederal or
local laws or regulations pursuant hereto may occur during the term of this 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.
C. Organization shall notify City of any changes in personnel or governing board.
composition,
X1, INDE'MNIFICATION
ORGANIZATION AGGEES TOINDEMNIFY, 1101,I) UIARMLESS, AND DEFEND
THE CITY,ITS OFFICERS, AGENTS, AND EMPLOVEIE.S FROM AND AGAINST ANY
AND ALL CLAIMS OR SUITS FOR INJURIES, DAMAGE, LOSS, OR LIABILITY OF
WHATEVER KIND OR CHARACTER, ARISING OUTOF OR IN CONNECTION WITI I
THE PERFORMANCE BY 711E ORGAN IZATION' Olt THOSE SPONSORED
ACTIVITIES CONTEMPLATED BY TUTIN AGREEMENT, INCLUDING ALIJ SUCH
CLAIMS 01.1 CAUSIKS OF ACTION BASED UPON COMMON, CONSTI,rul'IONAIJ OR
STATUTORY LAW, OR BASED, IN WHOLE 011 IN P-ART, IXON AL.U-,GATIONS OF
NEGLIGENT OR INTENTIONAL ACTS OF ORG'ANIZAT.1110N, ITS OFFICERS,
EMIII..,OYEES, AGENTS, SUBCONTRACTORS, 1ACENSJTES AND INVITEES.
Page 5 o'f 8
XI[.
A. Organization 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 perfort-nance of the Sponsored Activity required to be performed Gander this Agreement.
Organization further covenants that in the performance of this Agreement, tic) person having such
interest shall be employed or appointed as a member of its governing body.
13. Organization further covenants that no member of its governing body or its staff,
subcontractors or employees shall violate or cause to be violated the City Ethics Ordi.nance, 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,
C. No officer, member, or employee of City and no mernber 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 violate or cause to be violated the City Ethics Ordinance, a,,,-,
anicrided, or 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,
X111. PRO111131"FED CONTE'NT
1-1-1- ------ ------ ------ . . ...... .
Sponsored Activity recognition, signage, branding, publicity, and advertising in
conjunction with the Agreement shall not contain obscenity; pornography; incitement to imminent
lawless action; speech presenting a grave and imminent threat; fighting words; fraudulent material;
defamatory, libelous, or slanderous material; solicitations to commit, or speech integral to,
criminal conduct; promotion of drugs, tobacco, gambling, or adult entertainment; political
campaign speech, or speech that supports or opposes or appears to support or oppose a ballot
measure or initiative, or refers to any person in or campaigning for public office.
XIV. NOTICE
Any notice or other written instrument required or permitted to be delivered under the terms
of this Agreement steal I be deciried 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 Organization or City, as the case may
be, at the following addresses:
City o f, 1) ell ( o 1-1 , , 1'exas
Attn: City Manager
215 F',, McKinney
Denton,J'X 76201
Fax No, 940,349.8591
ORGANIZATION
Filmmaking Access
C'yndell Addison-Porche
2420 E. McKinney St., Apt. -1/10-329
Denton, `FX 76209
0
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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.
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.
IN WITNESS WHEREOF, the paardes do licreby, allix their signatures and enter into this
Agreement as of the ° day of 71" 2019 ("Effective Date").
w
I CITY OF DENTON, TEXAS
TODD HILEMAN, CITY MANAGER
ATTEST: " 8 . '..
ROSA RIOS, CITY SECRETARY
BY:
Page 7 of 8
APPROVE"D ASTO LP"GAL
AARON (TJ')" ATTORNI'll,"Y
BY:
flLMMAKING ACC.E�SS, INC.
- 14014 ---- ---- - --
C 1) 1-"i'lp'll) ISO N PORCTIF"
BOARD SFIClU FARY
FAMBITA,
SPONSORSHIP F'UND BUDGI,"'I'
Filmmaking Access
2019 Oracle inTime
Marketing for Participants $ 400
Rental Space loo,
Total $ 500