Loading...
22-2601ORDINANCE NO. 22-2601 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TOEXECUTE AN AGREEMENT BETWEEN THE CITY OF DENTON AND THE DENTONBLACK FILM FESTIVAL INSTITUTE, INC., FOR THE PAYMENT AND USE OF HOTELTAX REVENUE IN SUPPORT OF THE DENTON BLACK FILM FESTIVAL; ANDPROVIDING AN EFFECTIVE DATE. WHEREAS, TEX. TAX CODE §351.101(a) authorizes the CITY to use revenue from its municipal hotel occupancy tax to promote tourism and the convention and hotel industry by advertising and conducting solicitations and promotional programs to attract tourists and convention delegates or registrants to the municipality or its vicinity; and WHEREAS, TEX. TAX CODE §351.101 (c) authorizes the CITY to contract with independent entities, for programs and activities of the type funded with revenue from the municipal hotel occupancy tax; and WHEREAS, the agreements and amounts have been reviewed and approved by the Community Partnership Committee and the City Council deems use of the funds are in the publicinterest; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or designee, is hereby authorized to execute an agreement between the City of Denton and the Denton Black Film Festival Institute, Inc. for thepayment 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. The motion to approve this Ordinance was made by arK r\ BacK and seconded by t)fan&on (ML wKg_ ; the Ordinance was passed and approved by the following vote B - m : M Nw Abstain Absent Gerard Hudspeth, Mayor:1// V/ k b/ Vicki Byrd, District 1 : Brian Beck, District 2: Jesse Davis, District 3 : VACANT, District 4: Brandon Chase McGee, At Large Place 5 :r Chris Watts, At Large Place 6: PASSED AND APPROVED this the \Ob day of Jan I 2023 . GERARD HUDSPETH, MAYOR ATTEST : ROSA RIOS, CITY SECRETARY B III(rr : Ia1a2aB? APPROVED AS TO LEGAL FORM:MACK REINW AND, CITY ATTORNEY at+q-HP BY: Page 2 of 2 DocuSign Envelope ID: 05CD2547-B40849D4-AB79-1 F9C38B3E9F0 AGREEMENT BETWEEN THE CITY OF DENTON AND DENTON BLACK FILM FESTIVAL INSTITUTE, INC. (PY2023) PROviDn+G FOR THE PAYMENT AND USEOF HOTEL TAX REVENUE THIS AGREEMENT made between the City of Denton, Texas, a municipal corporation(the “CITY’), and the DENTON BLACK FILM FESTIVAL INSTITUTE, INC., a legal entityincorporated under the laws of the State of Texas (the “DENTON BLACK FILM FESTIVAL INSTITUTE”). WHEREAS, TEX. TAX CODE §35 1.002 authorizes CITY 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, TEX. TAX CODE §351.101(a) authorizes CITY to use revenue nom its municipal hotel occupancy tax to promote tourism and the convention and hotel industry by advertising and conducting solicitations and promotional programs to attract tourists and convention delegates or registrants to the municipality or its vicinity; and WHEREAS, DENTON BLACK FILM FESTIVAL INSTITUTE is well equipped to perform those activities; and WHEREAS, TEX. TAX CODE §351.101(c) authorizes CITY to delegate by contract with DENTON BLACK FILM FESTIVAL INSTITUTE, 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 DENTON BLACK FILM FESTIVAL INSTITUTE agree,and contract as follows: I. HOTEL TAX REVENUE PAYMENT 1.1 Consideration. For and in consideration of the activities to be performed by DENTONBLACK FILM FESTIVAL INSTITUTE under this Agreement, CITY agrees to pay to DENTON BLACK FILM FESTIVAL INSTITUTE a portion of the hotel tax revenue collected by CITY at the rates and in the manner specified herein (such payments by CITY to DENTON BLACK FILM FESTIVAL INSTITUTE sometimes herein referred to as the “agreed payments” or “hotel tax funds”) 1.2 Amount of Payments. (a) rneanmgs : As used in this Agreement, the following terms shall have the following specific Denton Black Film Festival Institute HOT Funds, PY2023 - Page 1 DocuSign Envelope ID: 05CD2547-B408'49D4-AB79-1 F9C38B3E9F0 (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 CityOrdinance. 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 CITY’s fiscal year. It will include hotel tax revenue due to CITY 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 tax revenue collected by CITY during any relevant period of time (i.e. , fiscal year or fiscal quarter), less: (1) attorney and auditing costs incurred during suchperiod for costs of collection or auditing of hotel taxpayers (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 tax &om taxpayers); and (2) court costs and other expenses incurred in litigation against, or auditing of, such taxpayers. (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;t, June 30th, September 30th, and December 3 1 “ of each contract year. (b) in return for satisfactory performance of the activities set forth in this Agreementand all attachments hereto, CITY shall pay to DENTON BLACK FILM FESTIVAL INSTITUTE an amount of money in each contract year equal to the lesser amount of One and Seventy-One Hundredths percent (1.71%) of the annual base payment amount, or the fixed contract amount of Fifty-One Thousand Five Hundred Dollars ($51,500). This amount will be paid in one lump sum after the 25th of January 2023. If CITY’s Chief Financial Officer determines that hotel tax receipts to the CITY are not meeting the anticipated budget projection, CITY may reduce DENTON BLACK FILM FESTIVAL INSTITUTE’s current budget at any time during the contract period. Payment is subject to refund of any unused or improperlyexpended 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 CITY to AFRICAN AMERICAN SCHOLARSHIP of those amounts specified in ql.2, above, as determined by the hotel tax revenue collected. (b) Each quarterly payment shall be paid upon receipt of the required reports and after the 25th day following the last day of the contract quarter. 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. CITY may withhold the quarterly payment(s) until the appropriate reports are received and approved, which approval shall not be unreasonably withheld. Denton Black Film Festival Institute HOT Funds, PY2023 - Page 2 DocuSign Envelope ID: 05CD2547-B40849D4-AB79-1 F9C38B3E9F0 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 DENTONBLACK FILM FESTIVAL INSTITUTE (b) it is expressly understood that this contract in no way obligates the General Fund or anyother monies or credits of CITY. (c) CITY may withhold further allocations if CITY determines that DENTON BLACK FILM FESTIVAL INSTITUTE’s expenditures deviate materially from their approved budget. II. USE OF HOTEL TAX REVENUE 2.1 Use of Funds. For and in consideration of the payment by CITY to DENTON BLACK FILM FESTIVAL INSTITUTE of the agreed payments of hotel tax fLmds specified above,DENTON BLACK FILM FESTIVAL INSTITUTE agrees to use such hotel tax funds only for advertising and conducting solicitations and promotional programs to attract tourists and conventiondelegates or registrants to the municipality or its vicinity; as well as the promotion of tourism through the encouragement, promotion, improvement, and application of the arts, includinginstrumental and vocal music, dance, drama, folk art, creative writing, architecture, design and allied fields, painting, sculpture, photography, graphic and craft arts, motion pictures, radio, television, tape and sound recording, and other arts related to the presentation, performance,execution, and exhibition of these major arts forms, as authorized by TEX. TAX CODE §351.101(a). Funds for any calendar year which are unused by midnight December 31st of that year shall be refunded to CITY within thirty (30) days. Advertising materials purchased with the hotel occupancy tax funds must be targeted to reach audiences outside the Denton city limits. These materials include, but are not limited to, signs, posters, postcards, newsletters, print advertising, digital marketing, billboards, radio and television. 2.2 Administrative Costs. The hotel tax funds received from the CITY by the DENTON BLACK FILM FESTIVAL INSTITUTE may be spent for day-today operations, office supplies, salaries, travel expenses, and other administrative costs allowed by TEX. TAX CODE 6351.101(e), but only if specified in DENTON BLACK FILM FESTIVAL INSTITUTE’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 TEX. TAX CODE §35 1 . 101(a). 2.3 Specific Restrictions on Use of Funds. (a) That portion of total administrative costs of the DENTON BLACK FILMFESTIVAL INSTITUTE for which hotel tax funds may be used shall not exceed that portion of theDENTON BLACK FILM FESTIVAL INSTITUTE’s administrative costs actually incurred in conducting the activities specified in q2.1 above. Denton Black Film Festival Institute HOT Funds, PY2023 - Page 3 DocuSign Envelope ID: 05CD2B17.B408J19D4-AB79-1 F9C38B3E9F0 (b) Hotel tax 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. In. RECORDKEEPHVG AND REPORTnf G REQUIREMENTS 3.1 Budget. (a) DENTON BLACK FILM FESTIVAL INSTITUTE shall adhere to the budget (Exhibit “A”) as approved by the City Council for each calendar year, for all operations of DENTONBLACK FILM FESTIVAL INSTITUTE in which the hotel tax funds shall be used by DENTON BLACK FILM FESTIVAL INSTITUTE. In other words, CITY should be able to audit specifically the purpose of each individual expenditure of hotel tax funds from the separate account relating to hotel tax. CITY shall not pay to DENTON BLACK FILM FESTIVAL INSTITUTE any hotel taxrevenues 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) DENTON BLACK FILM FESTIVAL INSTITUTE acknowledges that approval of the budget (Exhibit “A”) by the Denton City Council creates a fiduciary duty in DENTON BLACK FILM FESTIVAL INSTITUTE with respect to the hotel tax funds paid by CITY to DENTONBLACK FILM FESTIVAL INSTITUTE under this Agreement. DENTON BLACK FILM FESTIVAL INSTITUtE shall expend hotel tax fUnds only in the manner and for the purposes specified in this Agreement, TEX. TAX CODE §351.101 (a) and in the budget as approved by CITY. (c) Upon the application or consent of DENTON BLACK FILM FESTIVAL INSTITUTE, 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 81.2(b), extend the term, or otherwise alter the performance obligations of DENTON BLACK FILM FESTIVAL INSTITUTE, without approval of the City Council by ordinance. 3.2 Separate Accounts. DENTON BLACK FILM FESTIVAL INSTITUtE shall maintainany hotel tax funds paid to DENTON BLACK FILM FESTIVAL INSTITUTE by CITY in a separate account or with segregated fund accounting, such that any reasonable person can ascertainthe revenue source of any given expenditure. 3.3 Financial Records. DENTON BLACK FILM FESTIVAL INSTITUTE shall maintain complete and accurate financial records of each expenditure of the hotel tax funds made byDENTON BLACK FILM FESTIVAL INSTITUTE. 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 advance written request of the Denton City Council, the City Manager or designate, or any other person, DENTONBLACK FILM FESTIVAL INSTITUTE shall make such financial records available for inspection and review by the party making the request. DENTON BLACK FILM FESTIVAL INSTITUTE Denton Black Film Festival Institute HOT Funds, PY2023 - Page 4 DocuSign Envelope ID: 05CD2547-B40849D4-AB79-1 F9C38B3E9F0 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, TEX. Gov’T CODE, ch. 552, ashereafter amended. 3.4 Quarterly Reports. After initial receipt of hotel tax funds, and within thirty (30) days after the end of every quarter thereafter, until all funds have been expended and reported to CITY, DENTON BLACK FILM FESTIVAL INSTITUTE shall furnish to CITY: (1) a completed financial report, (2) a list of the expenditures or copies of the invoices or receipts made with regard to hotel tax funds pursuant to TEX. TAX CODE §35 1.101(c), social media and/or digital marketingexpenditures require invoices to be provided and shall include performance measures, and (3) a copy of all financial records (e.g. , copies of #ont and back cleared checks or bank statements, and other relevant documentation). Both the financial and expenditure reports will be in a form either determined or approved by the City Manager or designate. DENTON BLACK FILM FESTIVAL INSTITUTE shall respond promptly to any request from the City Manager of CITY, or designate, for additional information relating to the activities performed under this Agreement. 3.5 Notice of Meetings. DENTON BLACK FILM FESTIVAL INSTITUTE shall give the City Manager of CITY, or his designate, reasonable advance written notice of the time and place of all meetings of DENTON BLACK FILM FESTIVAL INSTITUTE ’s Board of Directors, as well as any other meeting of any constituency of DENTON BLACK FILM FESTIVAL INSTITUTE, at which this Agreement or any matter subject to this Agreement shall be considered. rv. TERM AND TERMINATION 4.1 Term. The term of this Agreement shall commence on January 1, 2023 and terminate at midnight on January 31, 2024. However, the program period shall commence on January 1, 2023, and terminate at midnight on December 31, 2023. Only those expenditures authorized by Chapter 351 of the Texas Tax 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 CITY 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 14.2(a), CITY agrees to reimburse DENtON BLACK FILM FESTIVAL INSTITUTE for any contractual obligations of DENTON BLACK FILM FESTIVAL INSTITUTE undertaken by DEIVFON BLACK FILM FESTIVAL INSTITUTE in satisfactory performance of those activities specified in 182. 1 and 2.2 above, and that were approved by the Council through the budget, as noted in q3.1. This reimbursement is conditioned upon such contractual obligations having been incurred and entered into in the good faith performance of those services contemplated in qq2.1 and 2.2 above, and further conditioned upon such contractual obligations having a term not exceedingthe full term of this Agreement. Notwithstanding any provision hereof to the contrary, theobligation of CITY to reimburse DENTON BLACK FILM FESTIVAL INSTITUTE, or to Denton Black Film Festival Institute HOT Funds, PY2023 - Page 5 DocuSign Envelope ID: 05CD2547-B408'+9D4-AB79-IF9C38B3E9F0 assume the performance of any contractual obligations of DENTON BLACK FILM FESTIVALINSTITUTE, for or under any contract entered into by DEIVFON BLACK FILM FESTIVAL INSTITUTE as contemplated herein, shall not exceed 66 2/3% of the current payment. (c) Further, upon termination pursuant to $4.2(a), DENTON BLACK FILMFESTIVAL INSTITUTE 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 formalapproval is not given within ten (10) business days, and the budget does not contain any expenditures that would be prohibited by the Texas Tax Code, and is within the currentcontractual 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 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. DENTON BLACK FILM FESTIVAL INSTITUTE will be obligated to return any unused funds, or funds determined to be used improperly. Any use of remaining funds byDENTON BLACK FILM FESTIVAL INSTITUTE 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 lq2.1 and 2.2 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 DENTON BLACK FILM FESTIVALINSTITUTE; (b) The insolvency of DENTON BLACK FILM FESTIVAL INSTITUFE, the filing of a petition in bankruptcy, either voluntarily or involuntarily, or an assignment by DENTON BLACKFILM FESTIVAL INSTITUTE for the benefit of creditors; (c) The continuation of a breach of any of the terms or conditions of this Agreement byeither CITY or DENTON BLACK FILM FESTIVAL INSTITUTE 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 DENTON BLACK FILM FESTIVAL INSTITUTE 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 ql.3 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 have 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 Denton Black Film Festival Institute HOT Funds, PY2023 - Page 6 DocuSign Envelope ID: 05CD2547-B408Jj9D4-AB79-1 F9C38B3E9FO 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 ll4.3 or 4.4, DENTON BLACK FILM FESTIVAL INSTITUTE 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.GENERAL PROVISIONS 5.1 Subcontract for Performance of Services. Nothing in this Agreement shall prohibit, nor be construed to prohibit, the agreement by DENTON BLACK FILM FESTIVAL INSTITUTE with another private entity, person, or organization for the performance of those services described in l2.1 above. In the event that DENTON BLACK FILM FESTIVAL INSTITUTE enters into any arrangement, contractual or otherwise, with such other entity, person or organization, DENTON BLACK FILM FESTIVAL INSTITUTE shall cause such other entity, person, or organization to adhere to, conform to, and be subject to all provisions, terms, and conditions of thisAgreement and to TEX. TAX CODE ch. 351, including reporting requirements, separate funds maintenance, and limitations and prohibitions pertaining to expenditure of the agreed payments and hotel tax funds. 5.2 Independent Contractor. DENTON BLACK FILM FESTIVAL INSTITUTE shall operate as an independent contractor as to all services to be performed under this Agreement andnot as an officer, agent, servant, or employee of CITY. DENTON BLACK FILM FESTIVAL INSTITUTE shall have exclusive control of its operations and performance of services hereunder, and such persons, entities, or organizations performing the same, and DENTON BLACK FILM FESTIVAL INSTITUTE shall be solely responsible for the acts and omissions of its directors,officers, employees, agents, and subcontractors. DENTON BLACK FILM FESTIVALINSTITUTE shall not be considered a partner or joint ventura with CITY, nor shall DENTON BLACK FILM FESTIVAL INSTITUTE be considered, nor in any manner hold itself out as, an agent or official representative of CITY. 5.3 Indemnification. DENTON BLACK FILM FESTIVAL INSTITUTE AGREES TOUVDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, ANDEMPLOYEES FROM AND AGAUVST ANY AND ALL CLAIMS OR SUITS FOR UVJURIES, DAMAGE, LOSS, OR LIABILITY OF WHATEVER KUVD OR CHARACTER,ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE BY DENTONBLACK FILM FESTIVAL INSTITUTE OF THOSE SERVICES CONTENWLATED BYTHIS AGREEMENT. INCLUDING ALL SUCH CLAIMS OR CAUSES OF ACTIONBASED UPON COMMON, CONSTITUTIONAL OR STATUTORY LAW, OR BASED, INWHOLE OR IN PART, UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONALACTS OFDENTON BLACK FILM FESTIVAL DqSTITUTE , ITS OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, LICENSEES AND INVITEES. 5.4 Assignment. DENTON BLACK FILM FESTIVAL INSTITUTE shall not assign this Agreement without first obtaining the written consent of CITY. Denton Black Film Festival Institute HOT Funds, PY2023 - Page 7 DocuSign Envelope ID: 05CD2$+7-B408=19D4-AB79-IF9C38B3E9F0 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 DENTON BLACKINSTITUTE PresidentDENTON BLACK INSTITUTE, INC.P.O. Box 1217 Denton, Texas 76202 FILM FILM FESTIVAL City ManagerCITY OF DENTON 215 E. McKinneyDenton, TX 76201 FESTIVAL 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 obligationof CITY and DENTON BLACK FILM FESTIVAL INSTITUTE 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 CITY 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. 5.9 Duplicate Originals. This Agreement is executed in duplicate originals. 5.10 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. 5.12 Insurance. DENTON BLACK FILM FESTIVAL INSTITUTE shall, at a minimum, provide insurance as follows: Denton Black Film Festival Institute HOT Funds, PY2023 - Page 8 DocuSign Envelope ID: 05CD2547-B408-49D4-AB79-IF9C38B3E9F0 1. 2 $ 1,000,000 Commercial General Liability or $1,000,000 Event Insurance, covering all events taking place on City-owned property, $500,000 Liquor/Dram Shop Liability for all events occurring on City-owned property where alcohol will be provided or served. CITY 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 CITY. EXECUTED this 10th day of 3anuarY 2023 THE CITY OF DENTON, TEXAS DocuSigned br B„:L ?.:frSARA HENSLEY,CITY MANAGER DENTON BLACK FILM FESTIVAL iNSTiTurE, INC. DocuSigned bp a£A7By:mI ;hE;;7Bfredtor ATTEST: ROSA RIOS, CITY SECRETARY DocuSigned by: Ror4RleIBy: THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations andbusiness terms. APPROVED AS TO LEGAL FORM: MACK RErNWAND, CITY ATTORNEY Cassandra OgdenPRINTED NAMESIGNATURE Chief Financial OfficerTITLE FinanceDEPARTMENT Denton Black Film Festival Institute HOT Funds, PY2023 - Page 9 DocuSign Envelope ID: 05CD2547-B40849D4-AB79-1 F9C38B3E9FO Exhibit A Denton Black Film Festival Hotel Occupancy Tax Program Budget 2023 Advertising Social Media & Coops Marketing Interns/Support Printer Matter Billboards $ 15,150 5,200 $ 1,200 6,000 subtota I $ 27,550 Art Speakers & Performers & Panelist Sound Production & Contract Labor Video & sound Equip Rental & contract Labor $ 12,000 $ 2,300 $ 9,650 subtota I $ 23,950 Total Budget $ 51,500 Denton Black Film Festival Institute HOT Funds, PY2023 - Page 10 [kx:uSign Certificate Of Completion Envelope Id: 05CD2547B40849D4AB791F9C38B3E9FO Subject: Complete with DocuSign: Agreement - DBFFI HOT PY23.pdf Source Envelope: Status: Completed Document Pages: 10 Certificate Pages: 5 AutoNav: Enabled Signatures: 4 Initials: 0 Envelope Originator: Daniel Jones 901 B Texas Street Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Denton, TX 76209 Daniel.Jones@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 12/1 3/2022 9:49:28 AM Holder: Daniel Jones Daniel.Jones@cityofdenton.com Location: DocuSign Signer Events Cassey Ogden Cassandra.Ogden@cityofdenton.com Chief Financial Officer City of Denton Security Level: Email, Account Authentication(None) Signature Timestamp Sent: 12/1 3/2022 9:50:39 AM Viewed: 12/13/2022 9:54:46 AM Signed: 12/1 3/2022 9:54:57 AM 'DocuSigned bvI c„„, FM,E7FF20Cl94EA4F9. Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Harry Eaddy harrydbff@gmail.com Security Level: Email, Account Authentication(None) Sent: 12/1 3/2022 9:M:59 AM Resent: 12/13/2022 9:57:34 AM Viewed : 12/1 3/2022 10:02:32 AM Signed: 12/1 3/2022 10:06:48 AMSignature Adoption: Pre-selected Style Using IP Address: 47.186.204.21 Electronic Record and Signature Disclosure:Accepted : 12/13/2022 10:02:32 AMID: 74a67a2a-f585-4533-b62a-7cb6e698fOdO Daniel Jones daniel.jones@cityofdenton.com Planning Technician I City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Completed Sent: 12/1 3/2022 10:06:51 AM Viewed: 1/1 1/2023 10:20:42 AM Signed: 1/1 1/2023 10:20:49 AMUsing IP Address: 198.49.140.104 Sara Hensley Sara .Hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) -DocuSign•d by:I SMA A%& 5236D8296270423 Sent: 1/1 1/2023 10:20:53 AM Viewed: +/1 1/2023 10:23:53 AM Signed: 1/1 1/2023 10:23:59 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Signer Events Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication(None) Signature Timestamp Sent: 1/1 1/2023 10:24:02 AM Viewed: 1/1 1/2023 1 1 :41 :21 AM Signed: 1/1 1/2023 11 :41 :32 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 1/1 1/2023 11 :41 :21 AMID: a406b6bc-c6934c47-aa56-3ddOa8f66c98 In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Status Timestamp Certified Delivery Events Timestamp Carbon Copy Events City Secretary citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status Timestamp Sent: 1/1 1/2023 1 1 :41 :35 AM Viewed: 1/1 1/2023 1 1 :47:23 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Envelope Updated Certified Delivered Signing Complete Completed Status Timestamps 12/1 3/2022 9:50:39 AM 12/13/2022 9:57:33 AM 1/1 1/2023 1 1 :41 :21 AM 1/1 1/2023 1 1 :41 :32 AM 1/1 1/2023 1 1 :41 :35 AM Hashed/Encrypted Security Checked Security Checked Security Checked Security Checked 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: Harry Eaddy, 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 DocuSign, 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 DocuSign 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 DocuSign 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 DocuSign 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 DocuSign 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.. Rl luired hardware and software Operating Systems Browsers (for SENDERS Browsers (for SIGNERS) r e lternet Explorer 6.0?, Mozilla FireFox 1.0 NetScape 7.2 (or aboveGc mx Email Screen Resolution Enabled Security Settings • Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTtP 1.1 settings viaroxy 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 OFELECTRONIC 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.