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19-2407o:\hot and s\py20 legal\word docs\hot clean\texas filmmakers ord.doc ORDINANCE NO. 19-240% AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF DENTON AND TEXAS FILMMAKERS' CORPORATION FOR THE PAYMENT AND USE OF HOTEL TAX REVENUE; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute an agreement between the City of Denton and Texas Filmmakers' Corporation for the payment and use of hotel tax revenue, under the terms and conditions contained in the agreement, a copy of which is attached hereto and made a part hereof. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. °I��.�c. ��r��li�� l�a sr��r�� QN�i� �..��lid�<:Ms�c:�, wr�� i� bY _�� ,�....;��"�� ... ........... and secon�i+�c� 1�� _��,��,�^�"p��'��,�' m _� i�°�.� Ordinance was passed and approved by the fo I l� �v� ��b ��r�� N �� ' ��` --� a�� Chris Watts, Mayor: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jessie Davis, District 3: John Ryan, District 4; Deb Armintor, At Large Place 5.. Paul Meltzer, At Large Place 6; PASSED AND APPROVED this the �� < � �� a � ��"� �" �"�"�U, �� `" � "� '��i ,. � � �� x� q "'m"�w�'., wi �""^".� N�m.„d ��'� �� w� � d"�� ,,,,� a� "�,r� � µ��u'�.. �� am�m� ��"^�, � � �y� �y�� "�,�-��,. �� a ��.�� ,� �' � � Abstain Absent e�� ..� �f �"��.��,� 2019. — Y .. ........_-----, �" � � da � �� ...r. ,� ��_ m.wPo.�... ... __ .�....� _ --��._._m.��_ �' C��l�; ° ATTS, MAYOR ATTEST; ROSA RIOS, CITY SECRETARY � � , �� , �� °�� -�. � �' � . �� . �. __ � � .,__�,,� _� ��_.� _._ .............. APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY �. � �� °' �.. � � .-�'�°� , . ,,,�� , �� , BY �� ,�� , �.��. . , .., � °�.�� r'�,�,' , ... �..,, � DocuSign Envelope ID: EA2AFA4C-7775-47F0-81 FE-62805F47FB46 AGREEMENT BETWEEN THE CITY OF DENTON AND TEXAS FILMMAKERS' CORPORATION (PY2020) PROVIDING FOR THE PAYMENT AND USE OF HOTEL TAX REVENUE THIS AGREEMENT made between the City of Denton, Texas, a municipal corporation (the "CTTY"), and Texas Filmmakers' Corporation, a legal entity incorporated under the laws of the State of Texas (the "CORPORATION"): WHEREAS, T�x. T� Co�� §351.002 authorizes CTTY to levy by ordinance a municipal hotel occupancy tax ("hotel tax") not exceeding seven percent (7%) of the consideration paid by a hotel occupant; and WHEREAS, by ordinance, CITY has provided for the assessment and collection of a municipal hotel occupancy tax in the City of Denton of seven percent (7%); and WHEREAS, T�x. T� Co�� §351.101(a) authorizes CITY to use revenue from its municipal hotel occupancy taY to promote tourism and the convention and hotel industry by ad�ertising and conducting solicitations and promotional programs to attract tourists and convention delegates or registrants to the municipality or its vicinity; and WHEREAS, CORPORATION is well equipped to perform those activities; and WHEREAS, T�x. T� Co�� §351.101(c) authorizes CITY to delegate by contract with CORPORATION, as an independent entity, the management and supervision of programs and activities of the type described hereinabove funded with revenue from the municipal hotel occupancy tax; NOW, THEREFORE, in consideration of the performance of the mutual covenants and promises contained herein, CITY and CORPORATION agree and contract as follows: L HOTEL TAX REVENUE PAYMENT 11 Consideration. For and in consideration of the activities to be performed by CORPORATION under this Agreement, CTTY agrees to pay to CORPORATION a portion of the hotel taY revenue collected by CTTY at the rates and in the manner specified herein (such payments by CTTY to CORPORATION sometimes herein referred to as the "agreed payments" or "hotel tax funds"). 1.2 Amount of Payments. (a) As used in this Agreement, the following terms shall ha�e the following specific meanings: (i) The term "hotel tax revenue" shall mean the gross monies collected and received by CITY as municipal hotel occupancy tax at the rate of seven percent (7%) of the price paid for a room in a hotel, pursuant to Texas Tax Code §351.002 and City TX Filmmakers HOT Fiinds, PY2020 - Page 1 DocuSign Envelope ID: EA2AFA4C-7775-47F0-81 FE-62805F47FB46 Ordinance. Hotel tax revenue will include penalty and interest related to the late payments of the tax revenue by the taxpayer. (ii) The term "Collection period" will mean the collection period for CTTY's fiscal year. It will include hotel tax revenue due to CTTY for the relevant fiscal year and collected through the 22nd day of the month following the close of the relevant fiscal year. (iii) The term "base payment amount" shall mean a net amount of money equal to the total hotel taY revenue collected by CTTY during any relevant period of time (i.e., fiscal year or fiscal quarter), less: (1) attorney and auditing costs incurred during such relevant period of time for costs of collection or auditing of hotel taYpayers (attorney and auditing costs include fees paid to attorneys or agents not in the regular employ of CITY for which attorneys or agents effect compliance or collection of the hotel taY from taYpayers); and (2) court costs and other expenses incurred in litigation against, or auditing of, such taYpayers . (iv) The term "contract quarter" shall refer to any quarter of the calendar year in which this Agreement is in force. Contract quarters will end on March 31 s�, June 30�', September 30�', and December 31 s� of each contract year. (b) In return for satisfactory performance of the activities set forth in this Agreement and all attachments hereto, CTTY shall pay to CORPORATION an amount of money in each contract year equal to the lesser amount of Fifty-One Hundredths percent (0.51%) of the annual base payment amount, or the fixed contract amount of Seventeen Thousand Five Hundred Dollars ($17,500). This amount will be divided into two payments equal to 50% of the annual fixed contract amount, unless CTTY can show with reasonable certainty that the annual base payment amount will be less than originally estimated for the fiscal year. The final payment will represent 50% of the fixed contract amount or the unpaid remainder of 0.51% of the base payment amount, whichever is less. The final payment will be made after the 25�h of April 2020. If CITY's Chief Financial Officer determines that hotel tax receipts by the CTTY are not meeting the anticipated budget projection, CITY may reduce CORPORATION's current budget at any time during the contract period. Each payment is subject to refund of any unused or improperly expended funds from the prior contract period, and CITY's timely receipt of the required quarterly reports. 1.3 Dates of Payments. (a) The term "payments" shall mean payments by CTTY to CORPORATION of those amounts specified in ¶12, above, as determined by the hotel taY revenue collected. (b) Each payment shall be paid upon receipt of the required reports and after the 25�' of January 2020 and after the 25�' of April 2020. If any quarterly financial report is not received within thirty (30) days of the end of the applicable contract quarter, the recipient may be held in breach of this Agreement. CTTY may withhold payment(s) until the appropriate reports are received and approved, which approval shall not be unreasonably withheld. TX Filmmakers HOT Fiinds, PY2020 - Page 2 DocuSign Envelope ID: EA2AFA4C-7775-47F0-81 FE-62805F47FB46 1.4 Other limitations regarding consideration. (a) The funding of this project in no way commits CITY to future funding of this program beyond the current contract period. Any future funding is solely the responsibility of CORPORATION. (b) It is expressly understood that this contract in no way obligates the General Fund or any other monies or credits of CITY. (c) CTTY may withhold further allocations if CITY determines that CORPORATION's expenditures deviate materially from their approved budget. IL USE OF HOTEL TAX REVENUE 21 Use of Funds. For and in consideration of the payment by CITY to CORPORATION of the agreed payments of hotel taY funds specified above, CORPORATION agrees to use such hotel taY funds only for advertising and conducting solicitations and promotional programs to attract tourists and convention delegates or registrants to the municipality or its vicinity; as authorized by T�x. T� Co�� §351.101(a). Funds for any calendar year which are unused by midnight December 31 st of that year shall be refunded to CTTY within sixty (60) days. Ad�ertising materials purchased with the hotel occupancy taY funds must be targeted to reach audience outside the Denton city limits. These materials include, but are not limited to, signs, posters, postcards, newsletters, print ad�ertising, digital marketing, billboards, radio and television. 2.2 Administrative Costs. The hotel taY funds received from the CITY by the CORPORATION may be spent for day-to-day operations, office supplies, salaries, tra�el expenses, and other administrative costs allowed by T�x. T� Co�� §351.101(e), but only if specified in CORPORATION's budget attached hereto as Exhibit "A" and incorporated herein for all purposes and each are directly attributable to work on programs which promote tourism and the hotel and convention industry, and if each promotes at least one of the six statutory purposes enumerated within T�x. T� Co�� §351.101(a). 2.3 Specif'ic Restrictions on Use of Funds. (a) That portion of total administrative costs of the CORPORATION for which hotel tax funds may be used shall not exceed that portion of the CORPORATION's administrative costs actually incurred in conducting the activities specified in ¶2.1 above. (b) Hotel taY funds may not be spent for travel for a person to attend an event or conduct an activity the primary purpose of which is not directly related to the promotion of local tourism and the convention and hotel industry or the performance of the person's job in an efficient and professional manner. TX Filmmakers HOT Fiinds, PY2020 - Page 3 DocuSign Envelope ID: EA2AFA4C-7775-47F0-81 FE-62805F47FB46 IIL RECORDKEEPING AND REPORTING REQUIREMENTS 31 Budget. (a) CORPORATION shall adhere to the budget (Exhibit "A") as approved by the City Council for each calendar year, for all operations of CORPORATION in which the hotel taY funds shall be used by CORPORATION. In other words, CTTY should be able to audit specifically the purpose of each individual expenditure of hotel taY funds from the separate account relating to hotel taY. CITY shall not pay to CORPORATION any hotel taY revenues as set forth in Section I of this contract during any program year of this Agreement unless a budget for such respective program year has been approved in writing by the Denton City Council, authorizing the expenditure of funds. (b) CORPORATION acknowledges that approval of the budget (Exhibit "A") by the Denton City Council creates a fiduciary duty in CORPORATION with respect to the hotel taY funds paid by CITY to CORPORATION under this Agreement. CORPORATION shall expend hotel taY funds only in the manner and for the purposes specified in this Agreement, T�x. T� Co�� §351.101(a) and in the budget as approved by CTTY. (c) Upon the application or consent of CORPORATION, the City Manager or his designate may authorize minor amendments to the approved budget as necessary to carry out the intent of this Agreement, in a manner consistent with efficient use of public funds, and in accordance with State law. Such minor amendments may not increase the overall funding set forth in ¶12(b), extend the term, or otherwise alter the performance obligations of CORPORATION, without approval of the City Council by ordinance. 3.2 Separate Accounts. CORPORATION shall maintain any hotel taY funds paid to CORPORATION by CITY in a separate account or with segregated fund accounting, such that any reasonable person can ascertain the revenue source of any given expenditure. 3.3 Financial Records. CORPORATION shall maintain complete and accurate financial records of each expenditure of the hotel tax funds made by CORPORATION. These funds are required to be classified as restricted funds for audited financial purposes, and may not be used for contracted services, including, but not limited to, auditing fees or attorney fees. Upon reasonable ad�ance written request of the Denton City Council, the City Manager or designate, or any other person, CORPORATION shall make such financial records available for inspection and review by the party making the request. CORPORATION understands and accepts that all such financial records, and any other records relating to this Agreement shall be subject to the Texas Public Information Act, T�x. Gov'T Co��, ch. 552, as hereafter amended. 3.4 Quarterly Reports. After initial receipt of hotel taY funds, and within thirty (30) days after the end of every quarter thereafter, until all funds have been expended and reported to CITY, CORPORATION shall furnish to CTTY: (1) a completed financial report, (2) a list of the expenditures or copies of the invoices or receipts made with regard to hotel taY funds pursuant to T�x. T� Co�� §351.101(c), social media and/or digital marketing expenditures require invoices to be provided and shall include performance measures, and (3) a copy of all financial records (e.g., copies of front and back cleared checks or bank statements, and other relevant documentation). TX Filmmakers HOT Fiinds, PY2020 - Page 4 DocuSign Envelope ID: EA2AFA4C-7775-47F0-81 FE-62805F47FB46 Both the financial and expenditure reports will be in a form either determined or approved by the City Manager or designate. CORPORATION shall respond promptly to any request from the City Manager of CTTY, or designate, for additional information relating to the activities performed under this Agreement. 3.5 Notice of Meetings. CORPORATION shall give the City Manager of CITY, or his designate, reasonable advance written notice of the time and place of all meetings of CORPORATION's Board of Directors, as well as any other meeting of any constituency of CORPORATION, at which this Agreement or any matter subject to this Agreement shall be considered. IV. TERM AND TERMINATION 41 Term. The term of this Agreement shall commence on January l, 2020, and terminate at midnight on January 31, 2021. However, the program period shall commence on January l, 2020 and terminate at midnight on December 31, 2020. Only those expenditures authorized by Chapter 351 of the Texas TaY Code and the program guidelines, which are actually incurred during the program period, for events and activities taking place within the program period, are eligible for funding under this Agreement, and any ineligible expenditures or unspent funds shall be forfeited to CTTY upon termination of this Agreement. 4.2 Termination Without Cause. (a) This Agreement may be terminated by either party, with or without cause, by giving the other party sixty (60) days advance written notice. (b) In the event this contract is terminated by either party pursuant to ¶4.2(a), CITY agrees to reimburse CORPORATION for any contractual obligations of CORPORATION undertaken by CORPORATION in satisfactory performance of those activities specified in ¶¶2.1 and 2.2 above, and that were approved by the Council through the budget, as noted in ¶3.1. This reimbursement is conditioned upon such contractual obligations having been incurred and entered into in the good faith performance of those services contemplated in ¶¶2.1 and 22 above, and further conditioned upon such contractual obligations having a term not exceeding the full term of this Agreement. Notwithstanding any provision hereof to the contrary, the obligation of CITY to reimburse CORPORATION, or to assume the performance of any contractual obligations of CORPORATION, for or under any contract entered into by CORPORATION as contemplated herein, shall not exceed 66 2/3% of the current quarterly payment. (c) Further, upon termination pursuant to ¶42(a), CORPORATION will provide CITY: 1) within ten (10) business days from the termination notification, a short-term budget of probable expenditures for the remaining sixty (60) day period between termination notification and contract termination. This budget will be presented to Council for approval within ten (10) business days after receipt by CITY. If formal approval is not given within ten (10) business days, and the budget does not contain any expenditures that would be prohibited by the Texas TaY Code, and is within the current contractual period approved budget; the budget will be considered approved; 2) within thirty (30) days, a full accounting of all expenditures not previously audited by CITY; 3) within five (5) business days of a request from CITY, a listing of TX Filmmakers HOT Fiinds, PY2020 - Page 5 DocuSign Envelope ID: EA2AFA4C-7775-47F0-81 FE-62805F47FB46 expenditures that have occurred since the last required reporting period; 4) a final accounting of all expenditures and tax funds on the day of termination. CORPORATION will be obligated to return any unused funds, or funds determined to be used improperly. Any use of remaining funds by CORPORATION after notification of termination is conditioned upon such contractual obligations having been incurred and entered into in the good faith performance of those services contemplated in ¶¶2.1 and 22 above, and further conditioned upon such contractual obligations having a term not exceeding the full term of this Agreement. 4.3 Automatic Termination. This Agreement shall automatically terminate upon the occurrence of any of the following events: (a) The termination of the legal existence of CORPORATION; (b) The insolvency of CORPORATION, the filing of a petition in bankruptcy, either voluntarily or involuntarily, or an assignment by CORPORATION for the benefit of creditors; (c) The continuation of a breach of any of the terms or conditions of this Agreement by either CTTY or CORPORATION for more than thirty (30) days after written notice of such breach is given to the breaching party by the other party; or (d) The failure of CORPORATION to submit a financial quarterly report which complies with the reporting procedures required herein and generally accepted accounting principles prior to the beginning of the next contract term, or quarterly as required by ¶13 hereof. 4.4 Right to Immediate Termination Upon Litigation. Notwithstanding any other provision of this Agreement, to mitigate damages and to preserve evidence and issues for judicial determination, either party shall ha�e the right to terminate this Agreement upon immediate notice to the other party in the event that any person has instituted litigation concerning the activities of the non-terminating party, and the terminating party reasonably believes that such activities are required or prohibited under this Agreement. 4.5 In the event that this Agreement is terminated pursuant to ¶¶43 or 4.4, CORPORATION agrees to refund any and all unused funds, or funds determined by CITY to have been used improperly, within thirty (30) days after termination of this Agreement. V. GENERAL PROVISIONS 51 Subcontract for Performance of Services. Nothing in this Agreement shall prohibit, nor be construed to prohibit, the agreement by CORPORATION with another private entity, person, or organization for the performance of those services described in ¶2.1 above. In the event that CORPORATION enters into any arrangement, contractual or otherwise, with such other entity, person or organization, CORPORATION shall cause such other entity, person, or organization to adhere to, conform to, and be subject to all provisions, terms, and conditions of this Agreement and to T�x. T� Co�� ch. 351, including reporting requirements, separate funds maintenance, and limitations and prohibitions pertaining to expenditure of the agreed payments and hotel taY funds. 5.2 Independent Contractor. CORPORATION shall operate as an independent contractor as to all services to be performed under this Agreement and not as an officer, agent, servant, or TX Filmmakers HOT Fiinds, PY2020 - Page 6 DocuSign Envelope ID: EA2AFA4C-7775-47F0-81 FE-62805F47FB46 employee of CITY. CORPORATION shall ha�e exclusive control of its operations and performance of services hereunder, and such persons, entities, or organizations performing the same, and CORPORATION shall be solely responsible for the acts and omissions of its directors, officers, employees, agents, and subcontractors. CORPORATION shall not be considered a partner or joint venturer with CITY, nor shall CORPORATION be considered, nor in any manner hold itself out as, an agent or official representative of CITY. 5.3 Indemnif'ication. CORPORATION AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND 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 CORPORATION OF 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 CORPORATION, ITS OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, LICENSEES AND INVITEES. 5.4 Assignment. CORPORATION shall not assign this Agreement without first obtaining the written consent of CITY. 5.5 Notice. Any notice required to be given under this Agreement or any statute, ordinance, or regulation, shall be effective when given in writing and deposited in the United States mail, certified mail, return receipt requested, or by hand-delivery, addressed to the respective parties as follows: CITY City Manager CITY OF DENTON 215 E. McKinney Denton, TX 76201 CORPORATION Joshua Butler TEXAS FILNINIAKERS' CORPORATION 1501 S. Loop 288, Suite 104, PMB 147 Denton, Texas 76205 5.6 Inurement. This Agreement and each provision hereof, and each and every right, duty, obligation, and liability set forth herein shall be binding upon and inure to the benefit and obligation of CITY and CORPORATION and their respective successors and assigns. 5.7 Application of Laws. All terms, conditions, and provisions of this Agreement are subject to all applicable federal laws, state laws, the Charter of CTTY of Denton, all ordinances passed pursuant thereto, and all judicial determinations relative thereto. 5.8 Exclusive Agreement. This Agreement contains the entire understanding and constitutes the entire agreement between the parties hereto concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, express or implied, between or among the parties hereto, relating to the subject matter of this Agreement, which are not fully expressed herein. The terms and conditions of this Agreement shall prevail, notwithstanding any variance in this Agreement from the terms and conditions of any other document relating to this transaction or these transactions. TX Filmmakers HOT Fiinds, PY2020 - Page 7 DocuSign Envelope ID: EA2AFA4C-7775-47F0-81 FE-62805F47FB46 5.9 Duplicate Originals. This Agreement is executed in duplicate originals. 510 Headings. The headings and subheadings of the various sections and paragraphs of this Agreement are inserted merely for the purpose of convenience and do not express or imply any limitation, definition, or extension of the specific terms of the section and paragraph so designated. 5.11 Severability. If any section, subsection, paragraph, sentence, clause, phrase or word in this Agreement, or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Agreement, and the parties hereby declare they would have enacted such remaining portions despite any such invalidity. 512 Insurance. CORPORATION shall provide insurance as follows: $500,000 Commercial General Liability, or $1,000,000 Event Insurance, covering all events taking place on City-owned property, 2. $250,000 Liquor/Dram Shop Liability for any event occurring on City-owned property where alcohol will be provided or served. CTTY must be named as an additional insured on all policies (except Workers' Compensation), and proof of coverage shall be submitted prior to any payment by the CTTY. EXECUTED this 5th day of ATTEST: DocuSigned by: �'a�. iZ:.oz By. 1CSCA8C5E175493_. ROSA RIOS, CITY SECRETARY November 2019. THE CITY OF DENTON, TEXAS DocuSigned 6y: �� Q�/L. By. B776C711BAOD454... TODD HILEMAN, CITY MANAGER APPROVED AS TO LEGAL FORM: DocuSigned 6y: B": Ma� �P.iA�.laA� J �Z��,��L, CITY ATTORNEY TEXAS FII,MMAKERS' CORPORATION DocuSigned by: ,�aS�,u.a �l,c,V� By� ��ee� - Chairman/Director TX Filmmakers HOT Fiinds, PY2020 - Page 8 DocuSign Envelope ID: EA2AFA4C-7775-47F0-81 FE-62805F47FB46 �� '�JIu��k�rrs �'�w�� t,�i�� ,i� ��.��e��1 �"�� '�� d��rr��w� I�mk�rr�� Il��rr"�II F��;iia�m�� "�uuk�IVu��ii��i�� TX Filmmakers HOT Fiinds, PY2020 - Page 9 DocuSign Envelope ID: EA2AFA4C-7775-47F0-81 FE-62805F47FB46 Certificate Of Completion Envelope Id: EDD20D8EODD8406288AE3F9A343C759C Subject: HOT Contract DocuSign: Texas Filmmakers Association FY 20.pdf Source Envelope: Document Pages: 9 Signatures: 2 Certificate Pages: 5 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 9/12/2019 3:27:22 PM Signer Events Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Joshua Butler jbutler@thinline.us President Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/26/2019 6:54:35 AM ID:dfd681bd-8ca8-43c8-85e8-12552558b038 In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Kerry Peterson kpeterson@thinline.us Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Holder: Randee Klingele randee.klingele@cityofdenton.com Signature �000�s�yoea by: M..c�- �einwand. 7F9D328BF0204E5... Signature Adoption: Pre-selected Style Using IPAddress: 129.120.6.150 DocuSigned by: I� �bS�Una �jln%�t,V' �•�—BC045788B0004DA... Signature Adoption: Pre-selected Style Using IPAddress:47.186.231.221 Signed using mobile Signature Status Status Status Status Status Signature ��, � �� Status: Completed Envelope Originator: Randee Klingele 901 B Texas Street Denton, TX 76209 randee.klingele@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 9/12/2019 3:29:59 PM Viewed: 9/13/2019 2:55:55 PM Signed: 9/13/2019 2:56:16 PM Sent: 9/13/2019 2:56:17 PM Viewed: 9/26/2019 6:54:35 AM Signed: 9/26/2019 6:54:53 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 9/26/2019 6:54:54 AM Timestamp DocuSign Envelope ID: EA2AFA4C-7775-47F0-81 FE-62805F47FB46 Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Signature Status Hashed/Encrypted Security Checked Security Checked Security Checked Timestamp Timestamps 9/26/2019 6:54:54 AM 9/26/2019 6:54:54 AM 9/26/2019 6:54:54 AM 9/26/2019 6:54:54 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure DocuSign Envelope ID: EA2AFA4C-7775-47F0-81 FE-62805F47FB46 3 PM Parties agreed to: Joshua Butler ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. DocuSign Envelope ID: EA2AFA4C-7775-47F0-81 FE-62805F47FB46 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your pocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your pocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software O eratin S stems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Ex lorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via rox connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. DocuSign Envelope ID: EA2AFA4C-7775-47F0-81 FE-62805F47FB46 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. Certificate Of Completion Envelopeld:EA2AFA4C777547F081FE62805F47FB46 Subject: Please DocuSign: TX Film HOT Ord Contract .pdf Source Envelope: Document Pages: 14 Signatures: 2 Certificate Pages: 5 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 11 /11 /2019 11:53:38 AM Signer Events Randee Klingele randee.klingele@cityofdenton.com Sr Treasury Analyst City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman todd.hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM I D: 57619fbf-2aec-4b 1 f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/11/2019 1:00:25 PM ID:a7b1139a-6016-4805-87b3-9d5d6868d7e8 In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Holder: Randee Klingele randee.klingele@cityofdenton.com Signature � I�t� Using IPAddress: 129.120.6.150 ,�"� DocuSigned by: II �� (�"t�t,w�Aan, I�•—B776C711BAOD454... Signature Adoption: Pre-selected Style Using IPAddress: 129.120.6.150 oo��s�yoea ny: ' I�a�. �,.aa t�-1CSCASCSE175493... Signature Adoption: Pre-selected Style Using IPAddress: 129.120.6.150 Signature Status Status Status Status ��, � �� Status: Completed Envelope Originator: Randee Klingele 901 B Texas Street Denton, TX 76209 randee.klingele@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 11/11/2019 11:54:32 AM Viewed: 11/11/2019 11:54:39 AM Signed: 11/11/2019 11:54:47 AM Sent: 11/11/2019 11:54:48 AM Viewed: 11/11/2019 12:59:08 PM Signed: 11/11/201912:59:11 PM Sent: 11/11/2019 12:59:12 PM Viewed: 11/11/2019 1:00:25 PM Signed: 11/11/2019 1:00:37 PM Timestamp Timestamp Timestamp Timestamp Timestamp Carbon Copy Events Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Signature Signature Status Hashed/Encrypted Security Checked Security Checked Security Checked Timestamp Sent: 11/11/2019 1:00:38 PM Viewed: 11/11/2019 2:48:38 PM Timestamp Timestamp Timestamps 11/11/2019 1:00:38 PM 11/11/2019 1:00:38 PM 11/11/2019 1:00:38 PM 11/11/2019 1:00:38 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Todd Hileman, Rosa Rios ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your pocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your pocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a$0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your pocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your pocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your pocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software O eratin S stems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Ex lorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via rox connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.