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23-916ORDINANCE NO. 23-916 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 QUAKERTOWN DOCUSERIES; AND PROVIDINGAN 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 independententities, for programs and activities of the type funded with revenue korn the municipal hotel occupancy tax; and WHEREAS, the agreements and amounts have ken 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 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. Th, m,tion t, ,ppr, v,. thi, O,di„,„„ w„ m,d, by andseconded by b,b\ h& k ; the Ordina) d bythe following vote [K - a : M LXJa r Abstain Absent Gerard Hudspeth, Mayor:P/ 1/ b/ U/ VJ Vicki Byrd, District 1 : Brian Beck, District 2: Jesse Davis, District 3 : VACANT, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: PASSED AND APPROVED this the 2" A da,of ma/ . 2023 J///L/>GERARD HUDSPETH, MAYOR ATTEST: JESUS SALAZAR, [NTERM CITY SECRETARY APPROVED AS TO LEGAL FORM: L\\\\\1111111 MACK REINWAND, CITY ATTORNEY Page 2 of 2 DocuSign Envelope ID: E4A6949D-75E6-4AFE-AAEB-F00751472778 AGREEMENT BETWEEN THE CITY OF DENTON AND DENTON BLACK FILM FESTIVAL INSTITUTE, INC. (PY2023) PROVIDING 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 FESTIVALINSTITUTE”). WHEREAS, TEX. TAX CODE §351.002 authorizes CITY to levy by ordinance a municipal hotel occupancy tax (“hotel tax”) not exceeding seven percent (7%) of the consideration paid by ahotel 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 §3 51.101 (a) authorizes CITY to use revenue &om 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 DENTON BLACK FILM FESTIVAL INSTITUTE under this Agreement, CITY agrees to pay to DENTONBLACK 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) meamrlgs : 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: E4A6949D-75E64AFE-AAEB-F00751472778 (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 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 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 Q.e. , fiscal year or fiscal quarter), less: (1) attorney and auditing costs incurred during such period 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 from 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 31st, June 30th, September 30th, and December 3 lst 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 Seven and Sixty-Seven Hundredths percent (7.67%) of the annual base payment amount, or the fixed contract amount of Two Hundred Fifty Thousand Dollars ($250,000). This amount will be paid in one lump sum after the lst of June 2023. If CITY’s Chief Financial Officer determines that hotel tax receipts to theCITY 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 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 CITY to DENTON BLACK FILM FESTIVAL INSTITUTE of those amounts specified in NI.2, above, as determined by the hotel taxrevenue 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: E4A6949D-75E64AFE-AAEB-F00751472778 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. 1.5 Additional performance requirement. In addition to the activities to be performed, DENTON BLACK FILM FESTIVAL agrees that it will execute an Agreement with Southroad Pictures that states “In consideration for the funds provided by the City of Denton, Southroad Pictures will not deny any reasonable request by the City of Denton to be acknowledged for its provision of hotel tax funds in support of the Quakertown historical documentary series.” 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 fUnds 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 convention delegates 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, including instrumental 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 3 1 st 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. DENTON BLACK FILM FESTIVAL INSTITUTE agrees to the use of the hotel tax funds for the promotion of tourism through the encouragement, promotion, improvement, and application of the arts by using the funds for the creation and production of an historical documentary series about the Quakertown Community by Southroad Pictures. Denton Black Film Festival Institute HOT Funds, PY2023 - Page 3 DocuSign Envelope ID: E4A6949D-75E64AFE-AAEB-F00751472778 Further, DEIVFON BLACK FILM FESTIVAL iNSTiTurE agrees that it will enter into an agreement with Southroad Pictures that states “Southroad Pictures agrees it will make use of the hotel tax funds provided by the City of Denton in accordance with Texas law and with the Agreementexecuted on between the City of Denton and the DEIVFON BLACK FILM FESTIVAL INSTITUTE. Southroad Pictures further agrees it will comply with Sections 1.5, 2.2 through 2.3, and 3.1 through 3.4 of said Agreement.” 2.2 Administrative Costs. The hotel tax funds received from the CITY by the DENTON BLACK FILM FESTIVAL INSTITUTE may be spent for day-to-day operations, office supplies, salaries, travel expenses, and other administrative costs allowed by TEX. TAX CODE §351.101(e), but only if specified in DENTON BLACK FILM FESTIVAL INSTITUTE’s budget attached hereto as Exhibit 'W’ 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 §351.101 (a). 2.3 Specific Restrictions on Use of Funds. (a) That portion of total administrative costs of the DENTON BLACK FILM FESTIVAL 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 12. 1 above. (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 andprofessional manner. III. RECORDKEEPING AND REPORTING 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 DENTON BLACKFILM 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 flmds from the separate account relating to hotel tax. CITY shall not pay to DENTON BLACK FILM FESTIVAL INSTITUTE any hotel tax 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) 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 §35 1.101 (a) and in the budget as approved by CITY. Denton Black Film Festival Institute HOT Funds, PY2023 - Page 4 DocuSign Envelope ID: E4A6949D-75E64AFE-AAEB-F00751472778 (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 jl.2(b), extend the term, or otherwise alter the performance obligations ofDENTON BLACK FILM FESTIVAL INSTITUTE, without approval of the City Council byordinance. 3.2 Separate Accounts. DENTON BLACK FILM FESTIVAL INSTITUTE shall maintain any 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 ascertain the 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 by DENTON 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 CityCouncil, the City Manager or designate, or any other person, DENTON BLACK FILM FESTIVAL iNSTITUTE shall make such fInancial records available for inspection and review by the party making the request. DENTON BLACK FILM FESTIVAL INSTITUTE 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, as hereafter 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 §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 Bont 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 June 1, 2023 and terminate at midnight on June 30, 2024. However, the program period shall commence on June 1, 2023, and terminate at midnight on May 3 1, 2024. Only those expenditures authorized by Chapter 351 of the Denton Black Film Festival Institute HOT Funds, PY2023 - Page 5 DocuSign Envelope ID: E4A6949D-75E64AFE-AAEB-F00751472778 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 givingthe other party sixty (60) days advance written notice. (b) in the event this contract is terminated by either party pursuant to q4.2(a), CITY agrees to reimburse DENTON BLACK FILM FESTIVAL INSTITUTE for any contractualobligations of DENTON BLACK FILM FESTIVAL INSTITUTE undertaken by DENTONBLACK FILM FESTIVAL INSTITUTE in satisfactory performance of those activities specified in qq2.1 and 2.2 above, and that were approved by the Council through the budget, as noted in l3 .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 qp.1 and 2.2 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 obligationof CITY to reimburse DENTON BLACK FILM FESTIVAL INSTITUTE, or to assume the performance of any contractual obligations of DENTON BLACK FILM FESTIVAL INSTITUTE, for or under any contract entered into by DENTON BLACK FILM FESTIVAL INSTITUTE as contemplated herein, shall not exceed 66 2/3% of the current payment. (c) Further, upon termination pursuant to q4.2(a), DENTON BLACK FILM FESTIVAL 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 betweentermination 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 Tax Code, and is within the current contractual period approved budget; the budget will be considered approved; 2) within thirty (30) days, a fall 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 determinedto be used improperly. Any use of remaining funds by DENTON BLACK FILM FESTIVALINSTITUTE 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 qp. 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: Denton Black Film Festival Institute HOT Funds, PY2023 - Page 6 DocuSign Envelope ID: E4A6949D-75E64AFE-AAEB-F00751472778 (a) The termination of the legal existence of DENTON BLACK FILM FESTIVALINSTITUTE; (b) The insolvency of DENTON BLACK FILM FESTIVAL INSTITUTE, 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 by eitherCITY 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 qI.3hereof 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 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. GENERAII 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 q2. 1above. In the event that DENTON BLACK FILM FESTIVAL INSTITUTE enters into any arrangement, contractual or otherwise, with such other entity, person or organization, DENTONBLACK 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 this Agreement 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 and notas an officer, agent, servant, or employee of CITY. DENTON BLACK FILM FESTIVALINSTITUTE 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 FESTIVAL INSTITUTE Denton Black Film Festival Institute HOT Funds, PY2023 - Page 7 DocuSign Envelope ID: E4A6949D-75E6JIAFE-AAEB-F00751472778 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 Indemni6cation. DENTON BLACK FILM FESTIVAL INSTITUTE AGREES TOHVDEMNmY, HOLD HARMLESS, AND DEFEND CITY. HS OFFICERS. AGENTS. ANDEMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR UVJURIES, DAMAGE, LOSS, OR LIABnITY OF WHATEVER KIND OR CHARACTER,ARISING OUT OF OR HV CONNECTION WITH THE PERFORMANCE BY DENTONBLACK FILM FESTIVAL HVSTITUTE OF THOSE SERVICES CONTEMPLATED BYTHIS AGREEMENT, UVCLUDING 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 INSTITUTE . 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. 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 Executive DirectorDENTON BLACKINSTITUTE, INC P.O. Box 1217 Denton, Texas 76202 FILM FESTIVAL City ManagerCITY OF DENTON 215 E. McKinney Denton, TX 76201 FILM 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 obligation of 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 Denton Black Film Festival Institute HOT Funds, PY2023 - Page 8 DocuSign Envelope ID: E4A6949D-75E6dtAFE-AAEB-FO0751472778 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: 1. $1,000,000 Commercial General Liability or $1,000,000 Event Insurance, covering all events taking place on City-owned property, 2. $1,000,000 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. 2nd MayEXECUTED this day of , 2023 . THE CITY OF DENTON, TEXAS SARAHENSLEY,CITY MANAGER DENTON BLACK FILM FESTIVAL INSTITUTE, INC. DocuSlgned by:~:DExecutive Director Denton Black Film Festival Institute HOT Funds, PY2023 - Page 9 DocuSign Envelope ID: E4A6949D-75E64AFE-AAEB-F00751472778 ATTEST: JESSE SALAZAR, INTERIM CITY SECRETARY By: APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY By: THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. Aimee KaslikPRINTED NAME Interim Finance DirectorTITLE FinanceDEPARTMENT Denton Black Film Festival Institute HOT Funds, PY2023 - Page 10 DocuSign Envelope ID: E4A6949D-75E6-+AFE-AAEB-F00751472778 Exhibit A Denton Black Film Festival Hotel Occupancy Tax Program Budget 2023 Advertising Art Department Labor Media 19,950 $ 2,500 subtotal $ 22,450 Art Film Crew Film Production Site Operations Equipment Rental $ 169,950 11,000 20,000 26,600 $ 227,550subtotal Total Budget $ 250,000 Denton Black Film Festival Institute HOT Funds, PY2023 - Page 1 1 [kx>uSign Certificate Of Completion Envelope Id: E4A6949D75E64AFEAAEBF00751472778 Subject: Complete with DocuSign: Denton Black film Festival HOT Contract PY23.pdf Source Envelope: Status: Completed Document Pages: 11 Certificate Pages: 5 Signatures: 5 Initials: 0 Envelope Originator: Daniel Jones AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Daniel.Jones@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original4/26/2023 10:41 :14 AM Holder: Daniel Jones Daniel.Jones@cityofdenton.com Location: DocuSign Signer Events Amanda Brown Amanda.Brown@cityofdenton.com Security Level: Email, Account Authentication(None) Signature Timestamp Sent: 4/26/2023 10:42:46 AM Viewed: 4/26/2023 10:43:09 AM Signed: 4/26/2023 11 :00:54 AM Signature Adoption: Drawn on Device Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 4/26/2023 10:43:09 AMID: a301 151 1-bc72496a-alcf440e630b86c8 Aimee Kaslik aimee.kaslik@cityofdenton.com Security Level: Email, Account Authentication(None) DocuSlgned by: hcc Lastit 6CB8085245DF4B5.[d Sent: 4/26/2023 1 1 :00:55 AM Viewed: 4/26/2023 1 1 :04:46 AM Signed: 4/26/2023 1 1 :05:46 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 4/26/2023 1 1:04:46 AMID: c486c63d-7f404332-b100-028e373c7aOd Harry Eaddy harrydbff@gmail.com Security Level: Email, Account Authentication(None) 'DocuSign•d by:Uk::heat?Sent: 4/26/2023 1 1 :05:48 AM Resent: 4/26/2023 11:12:03 AM Viewed: 4/26/2023 1 :43:49 PM Signed: 4/26/2023 1 :45:35 PMSignature Adoption: Pre-selected Style Using IP Address: 47.186.204.253 Electronic Record and Signature Disclosure:Accepted: 4/26/2023 1 :43:49 PMID: 126f4771-30c64795-8882J402dea17e326 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: 4/26/2023 1 :45:38 PM Viewed: 5/4/2023 8:28:18 AM Signed: 5/4/2023 8:28:42 AMUsing IP Address: 198.49.140.10 Signer Events Sara Hensley Sara.Hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) Signature Timestamp Sent: 5/4/2023 8:28:45 AM Viewed: 5/4/2023 8:31 :24 AM Signed: 5/4/2023 8:32:10 AM Signature Adoption: Pre-selected Style Using IP Address: 47.190.47.120 Signed using mobile Electronic Record and Signature Disclosure:Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication(None) Sent: 5/4/2023 8:32:11 AM Viewed: 5/4/2023 8:33:01 AM Signed: 5/4/2023 8:33:59 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 5/4/2023 8:33:01 AMID: eea13a3e-21684e62-85cl-fc928eca6d02 In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status 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: 5/4/2023 8:34:01 AM Viewed: 5/4/2023 8:38:20 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Envelope Updated Certified Delivered Signing Complete Completed Status Timestamps 4/26/2023 10:42:46 AM 4/26/2023 11:12:02 AM 5/4/2023 8:33:01 AM 5/4/2023 8:33:59 AM 5/4/2023 8:34:01 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: Amanda Brown, Aimee Kaslik, Harry Eaddy, Jesus Salazar 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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