2007-173~ s:\our documents\ordinances\07\Ihin line film fes[ ord.doc
ORDINANCE NO. O~ - 3
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND TEXAS FILMMAKERS TO SUPPORT
THE 2007 THIN LINE FILM FESTIVAL CELEBRATION; PROVIDING FOR THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Texas Filmmakers (the "Organization") sponsors and organizes the Thin
Line Film Festival celebration in the City of Denton, Texas; and
WHEREAS, the City Council finds that it is in the public interest to help support this
community event; and
WHEREAS, the City Council of the City of Denton hereby finds that the Program and
the agreement between the City and the Organization attached hereto and made a part hereof by
reference (the "Agreement") serve a municipal and public purpose including promotion of a
significant cultural event in Denton, the recognition of worthy citizens, and positive promotion
of the City of Denton to others outside of the City is in the public interest; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings set forth in the preamble of this ordinance are incorporated
by reference into the body of this ordinance as if fully set forth herein.
SECTION 2. The City Manager, or his designee, is hereby authorized to execute the
Agreement and to carry out the duties and responsibilities of the City under the Agreement,
including the expenditure of funds as provided in the Agreement.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this thepf/°' day of , 2007.
~-1~1 ~ ~~.e.~P
PERRY cNEILL, MAYOR
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: ~
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY TORNEY ,
BY: ° '
SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND
TEXAS FILMMAKERS
This Agreement is hereby entered into by and between the City of Denton, Texas, a Home
Rule Municipal Corporation, hereinafter referred to as "City'; and "Texas Filmmakers", anon-
profitorganization, hereinafter referred to as "Organization";
WHEREAS, City has determined that the Organization will perform an important public
service for the residents of Denton without regard to race, religion, color, age or national origin
by providing for events such as the 2007 Thin Line Film Festival which helps promote and
celebrate an important cultural event, brings recognition to worthy citizens. and promotes the
City of Denton to others by its favorable publicity;
NOW, THEREFORE, the parties hereto mutually agree as follows:
].SCOPE OF SERVICES
Organization shall in a satisfactory and proper manner perform the following tasks, for
which the monies provided by City may be used: Monies may be used to help pay for the cost
and expenses directly related to the 2007 Thin Line Film Festival. Monies are not to be used to
pay overhead or salary of any individual connected with the event or for the travel and
entertainment expense of any individual connected with the event.
2. OBLIGATIONS OF ORGANIZATION
[n consideration of the receipt of funds from City, Organization agrees to the following
terms and conditions:
A. The funds provided for in this agreement shall only be expended for the purposes set
forth in Article I above, subject to Section 4.A. and for no other purpose.
B. The Organization shall expend the funds in a manner that will allow for a tracing of
funds and a review of the specific expenditures for which the funds were utilized.
C. The Organization shall permit authorized officials of City to review its books at any
rime.
D. The Organization will reduce to writing all of its rules, regulations, and policies and
file a copy with City Manager's office along with any amendments, additions, or revisions
whenever adopted.
E. The Organization shall not enter into any contracts that would encumber City funds
for a period that would extend beyond the term of this Agreement.
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F. As funds are expended, the Organization shall provide documentation in the form of
cancelled checks and corresponding receipts detailing expenditure.
G. The Organization shall appoint a representative who will be available to meet with
City officials when requested.
H. The Organization shall indemnify and hold harmless City from any and all claims and
suits arising out of the activities of Organization, its employees, and/or contractors.
I. The Organization shall submit to City copies of year-end audited financial statements.
3. TIME OF PERFORMANCE
The services funded by City shall be undertaken and completed by Organization within the
following time frame:
The term of this Agreement shall commence on the effective date and terminate September
30, 2007, unless the contract is sooner terminated under Section 7 "Suspension or Termination".
4. PAYMENTS
A. PAYMENTS TO ORGANIZATION. City Shall pay t0 the Grgariizalton the sum Of $100.00
to be used solely for the purposes set forth in Section 1 above.
B. EXCESS PAYMENT. Organization shall refund to City within ten (]0) working days of
City's request, airy sum of money which has been paid by City and which City at any time
thereafter determines:
1) has resulted in overpayment to Organization; or
2) has not been spent strictly in accordance with the terms of this Agreement; or
3) is not supported by adequate documentation to fully justify the expenditure.
C.~ DEOBLIGATION OF FUNDS/REVERSION OF ASSETS. In the event that actual
expenditures deviate from Organization's provision of a corresponding level of performance City
hereby reserves the right to reappropriate or recapture any such under expended funds. If City
finds that Organization is unwilling and/or unable to comply with any of the terms of this
Agreement, City may require a refund oP any and all money expended pursuant to this
Agreement by Organization, as well as any remaining unexpended funds which shall be refunded
to City within ten working days of a written notice to Organization to revert these financial
assets. The reversion of these financial assets shall be in addition to any other remedy available
to City either at law or in equity for breach of this Agreement.
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D. ACaeE,~teNT CLOSE OuT. Organization shall submit the Agreement close out package
to City, together with a final expenditure report, for the time period covered by the last invoice
representing final expenditure of funds under this Agreement, within fifteen (15) working days
following the close of the Agreement period. Organization shall utilize the form agreed upon by
City and Organization.
5. EVALUATION
Organization agrees to participate in an implementation and maintenance system whereby
the services can be continuously monitored. Organization agrees to make available its financial
records for review by City at City's discretion. In addition, Organization agrees to provide City
the following data and reports, or copies thereof:
A. All external or internal audits. Organization shall submit a copy of the annual
independent audit to City within ten (10) days of receipt.
B. All external or internal evaluation reports.
C. Until such time as all disbursed funds have been expended and all document
submissions are complete, the Organization agrees to submit quarterly financial statements in
July, October, January, and April. Each statement shall include current and year-to-date period
accounting of all revenues, expenditures, outstanding obligations and beginning and ending
balances. Quarterly financial reports shall be submitted to the City within 15 working days after
the quarter has been completed.
E. An explanation of any major changes in program services.
F. To comply with this section, Organization agrees to maintain records that will provide
accurate, current, separate, and complete disclosure of the status of funds received and the
services performed under this Agreement. Organization's record system shall contain sufficient
documentation to provide in detail full support and justification for each expenditure.
Organization agrees to retain all books, records, documents, reports, and written accounting
procedures pertaining to the services provided and expenditure of funds under this Agreement
for five years.
G. Nothing in the above subsections shall be construed to relieve Organization of
responsibility for retaining accurate and current records that clearly reflect the level and benefit
of services provided under this Agreement.
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6. DIRECTORS' MEE'T'INGS
During the term of this Agreement, Organization shall deliver to City copies of all notices
of meetings of its Board of Directors, setting forth the time and place thereof. Such notice shall
be delivered to City in a timely manner to give adequate notice, and shall include an agenda and
a brief description of the matters to be discussed. Organization understands and agrees that
City's representatives shall be afforded access to all meetings of its Board of Directors.
Minutes of all meetings of Organization's governing body shall be available to City within
ten (10) working days of approval.
7. SUSPENSION OR "TERMINATION
A. The City may terminate this Agreement for cause if the Organization violates any
covenants, agreements, or guarantees of this Agreement, the Organizatiou 's insolvency or filing
of bankruptcy, dissolution, or receivership, or the Organization's violation of any law or
regulation to which it is bound under the terms of this Agreement. The City may terminate this
Agreement for other reasons not specifically enumerated in this paragraph.
B. The City may terminate this Agreement for convenience at any time. If the City
terminates this Agreement for convenience, Organization will be paid an amount not to exceed
the total amount of accrued expenditures as of the effective date of termination. In no event will
this compensation exceed an amount that bears the same ratio to the total compensation as the
services actually performed bears to the total services of Organization covered by the
Agreement, less payments previously made.
In case of suspension, City shall advise Organization, in writing, as to conditions precedent
to the resumption of funding and specify a reasonable date for compliance.
In case of termination, Organization will remit to City any unexpended City funds.
Acceptance of these funds shall not constitute a waiver of any claim City may otherwise have
arising out of this Agreement.
8. EOUAL OPPORTUNITY AND COMPLIANCE WITI-I LAWS
A. Organization shall comply with all applicable equal employment opportunity and
affirmative action laws or regulations.
B. Organization will furnish all information and reports requested by City, and will
permit access to its books, records, and accounts for purposes of investigation to ascertain
compliance with local, State and Federal rules and regulations.
C. In the event of Organization's non-compliance with the non-discrimination
requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and
Organization may be barred from further contracts with City.
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9. WARRANTIES
ORGANIZATION represents and warrants that:
A. All information, reports and data heretofore or hereafter requested by City and
furnished to City, are complete and accurate as of the date shown on the information, data, or
report, and, since that date, have not undergone any significant change without written notice to
City.
B. Any supporting financial statements heretofore requested by City and furnished to
City, are complete, accurate and fairly reflect the financial conditions of Organization on the date
shown on said report, and the results of the operation for the period covered by the report, and
that since said data, there has been no material change, adverse or otherwise, in the financial
condition of Organization.
C. No litigation or legal proceedings are presently pending or threatened against
Organization.
D. None of the provisions herein contravenes or is in conflict with the authority
under which Organization is doing business or with the provisions of any existing indenture or
agreement of Organization.
E. Organization has the power to enter into this Agreement and accept payments
hereunder, and has taken all necessary action to authorize such acceptance under the terms and
conditions of this Agreement.
F. None of the assets of Organization are subject to any lien or encumbrance of any
character, except for current taxes not delinquent, except as shown in the financial statements
furnished by Organization to City.
Each of these representations and warranties shall be continuing and shall be deemed
to have been repeated by the submission of each request for payment.
10. CHANGES AND AMENDMENTS
A. Any alterations, additions, or deletions to the terms of this Agreement shall be by
written amendment executed by both parties, except when the terms of this Agreement expressly
provide that another method shall be used.
B. Organization cannot significantly change the nature, intent, or scope of the
program funded under this Agreement without the prior written approval of the City.
C. It is understood and agreed by the parties hereto that changes in the State, Federal
or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any
such modifications are to be automatically incorporated into this Agreement without written
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amendment hereto, and shall become a part of the Agreement on the effective date specified by
the law or regulation.
D. Organization agrees to notify City of any proposed change in physical location for
work performed under this Agreement at least thirty (30) calendar days in advance of the change.
E. Organization shall notify City of any changes in personnel or governing board
composition.
F. It is expressly understood that the transfer oP funds between or among programs
of the Organization will .not be permitted.
11. INDEMNIFICATION
A. It is expressly understood and agreed by both parties hereto that City is
contracting with Organization as an independent contractor and that as such,
Organization shall save and hold City, its officers, agents and employees harmless from all
liability of any nature or kind, including costs and expenses for, or on account of, any
claims, audit exceptions, demands, suits or damages of any character whatsoever resulting
in whole or in part from the performance or omission of any employee, agent or
representative of Organization.
B. Organization agrees to provide the defense for, and to indemnify and hold
harmless City its agents, employees, or contractors from any and all claims, suits, causes of
action, demands, damages, losses, attorney fees, expenses, and liability arising out of the
use of these contracted funds and program administration and implementation except to
the extent caused by the willful act or omission of City, its agents or employees.
12. CONFLICT OF INTEREST
A. Organization covenants that neither it nor any member of its governing body presently
has any interest, direct or indirect, which would conflict in any manner or degree with the
performance of services required to be performed under this Agreement. Organization further
covenants that in the performance of this Agreement, no person having such interest shall be
employed or appointed as a member of its governing body.
B. Organization further covenants that no member of its governing body or its staff,
subcontractors or employees shall possess any interest in or use his/her position for a purpose
that is or gives the appearance of being motivated by desire for private gain for himself/herself,
or others; particularly those with which he/she has family, business, or other ties.
C. No officer, member, or employee of City and no member oP its governing body who
exercises any function or responsibilities in the review or approval of the undertaking or carrying
ou[ of this Agreement shall participate in any decision relating to the Agreement which affects
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his personal interest or the interest in any corporation, partnership, or association in which he has
director indirect interest.
13. NEPOTISM
Organization shall not employ in any paid capacity any person who is a member of the
immediate family of any person who is currently employed by Organization, or is a member of
Organization's governing board. The term "member oP immediate family" includes: wife,
husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece,
step-parent, step-child, half-brother and half sister.
14. NOTICE
Any notice or other written instrument required or permitted to be delivered under the
terms of this Agreement shall be deemed to have been delivered, whether actually received or
not. when deposited in the United States mail, postage prepaid, registered or certified, return
receipt requested, addressed to Organization or City, as the case may be, at the following
addresses:
CITY
City oP Denton, Texas
Attn: George C. Campbell
215 E. McKinney
Denton, TX 76201
ORGANIZATION
Texas Filmmakers
Joshua butler, President
309 N. Locust Street
Denton, Texas 76201
Either party may change its mailing address by sending notice of change of address to the
other at the above address by certified mail, return receipt requested.
15. MISCELLANEOUS
A. Organization shall not transfer, pledge or otherwise assign this Agreement or any
interest therein, or any claim arising thereunder to any party or parties, bank, trust company or
other financial institution without the prior written approval of City.
B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the
remaining provisions shall remain in full force and effect and continue to conform to the original
intent of both parties hereto.
C. In no event shall any payment to Organization hereunder, or any other act or failure of
City to insist in any one or more instances upon the terms and conditions of this Agreement
constitute or be construed in any way to be a waiver by City of any breach of covenant or default
which may then or subsequently be committed by Organization. Neither shall such payment, act,
or omission in any manner impair or prejudice any right, power, privilege, or remedy available to
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City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always
specifically preserved. No representative or agent of City may waive the effect of this provision.
D. This Agreement, together with referenced exhibits and attachments, constitutes the
entire agreement between the parties hereto, and any prior agreement, assertion, statement,
understanding, or other commitment occurring during the term of this Agreement, or subsequent
thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if
appropriate, recorded as an amendment of this Agreement.
E. In the event any disagreement or dispute should arise between the parties hereto
pertaining to the interpretation or meaning of any part of this Agreement or its governing rules,
codes, laws, ordinances, or regulations, City as the party ultimately responsible for matters of
compliance, will have the final authority to render or to secure an interpretation.
P. This Agreement shall be interpreted in accordance with the laws of the State of Texas
and venue of any litigation concerning this Agreement shall be in a court of competent
jurisdiction sitting in Denton County, Texas.
IN WITNESS WFI~REOF, the arties do her by affix their signatures and enter into this
Agreement as of the o~~ day of , 2007.
CITY OF DENTON, TEXAS
BY
GEORGE C. CAMPBELL, CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SE(~CR~ETARY
BY:~WJ~~1 ~1aQ ~l Q I ~~
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
r-
BY:~~ ~/
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ATTEST:
BY:
ORGANIZATION SECRETARY
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