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HomeMy WebLinkAbout26-1559ORDINANCE NO. 26-1559 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT FOR THE PAYMENT AND USE OF PROGRAM YEAR 2026 - 2027 HOTEL TAX REVENUE IN SUPPORT OF PROGRAMMING AND EVENTS IN THE CITY BETWEEN THE CITY OF DENTON AND DENTON DESTINATION MARKETING AND MANAGEMENT ORGANIZATION ($1,964,250), PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING 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 agreement and amount have been reviewed and approved by the Community Partnership Committee and the City Council deems use of the funds are in the public interest; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals set forth above are found true and correct and are hereby incorporated as if set out fully herein. SECTION 2. The City Manager, or designee, is hereby authorized to execute an agreement between the City of Denton and the Denton Destination Marketing and Management Organization for the payment and use of hotel tax revenue under the terms and conditions in substantially the form contained in the agreement, a copy of which is attached hereto and made part hereof. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by [George Ferrie I and seconded by [Suzi Rumohr The ordinance was passed and approved by the following vote [- 0 —0]: Aye Nay Abstain Absent Mayor Chris Watts: Jordan Villarreal, District 1: Nick Stevens, District 2: Suzi Rumohr, District 3: Joe Holland, District 4: George Ferrie, At Large Place 5: Jill Jester, At Large Place 6: PASSED AND APPROVED this the 13th ATTEST: KRISTI GILBERT, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Susan Digitally signed by Susan Keller Keller Date: 2026.09.16 BY: 11:47:58-05'00' day of October , 2026. CHRIS WATTS, MAYOR AGREEMENT BETWEEN THE CITY OF DENTON AND THE DENTON DESTINATION MARKETING AND MANAGEMENT ORGANIZATION (FISCAL YEAR 2026-2027) PROVIDING FOR THE PAYMENT AND USE OF HOTEL TAX REVENUE THIS AGREEMENT made between the City of Denton, Texas, a municipal corporation (the "CITY"), and the Denton Destination Marketing and Management Organization, a non-profit corporation incorporated under the laws of the State of Texas (the "ORGANIZATION"). 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 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 from its municipal hotel occupancy tax for the purpose of promoting 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, ORGANIZATION is well equipped to perform those activities; and WHEREAS, TEX. TAX CODE §351.101(c) authorizes CITY to delegate by contract with ORGANIZATION; 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 ORGANIZATION agree, and contract as follows: I. HOTEL TAX REVENUE PAYMENT 1.1 Consideration. For and in consideration of the activities to be performed by ORGANIZATION under this Agreement, CITY agrees to pay to ORGANIZATION a portion of the hotel tax revenue collected by CITY at the rates and in the manner specified herein (such payments by CITY to ORGANIZATION sometimes herein referred to as the "agreed payments" or "hotel tax funds"). 1.2 Definitions. (a) As used in this Agreement, the following terms shall have the following specific meanings: (i) The term "Hotel Tax Revenue" shall mean the gross monies collected and received by CITY as municipal hotel occupancy tax at the rate of seven percent (7%) of the price paid for a room in a hotel, pursuant to Texas Tax Code §351.002 and City DMMO HOT Funds, PY2026-2027 - Page 1 Ordinance. Hotel Tax Revenue will include penalty and interest related to the late payments of the tax revenue by the taxpayer. (ii) The "Collection Period" is 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 such relevant period of time 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 December 31 St, March 31 St, June 30tt', September 30thof each contract year. (v) The terms "tourism" and "tourist" as used in this Agreement have the meanings provided for in TEX. TAX CODE §351.000. (vi) The terms "Program Year" and "Contract Period" shall mean the 2026-2027 fiscal year starting October 1, 2026 and ending September 30, 2027. (b) In return for satisfactory performance of the activities set forth in this Agreement and all attachments hereto, CITY shall pay to ORGANIZATION an amount of money in each contract year equal to the fixed contract amount of One Million Nine Hundred Sixty Four Thousand Two Hundred Fifty Dollars ($1,964,250). This amount will be divided into quarterly payments equal to 25% of the Contract Amount, unless CITY can show with reasonable certainty that the annual payment amount will be less than originally estimated for the fiscal year. (c) If CITY's Chief Financial Officer determines that hotel tax receipts by the CITY are not meeting the anticipated budget projection, CITY may reduce the ORGANIZATION's payment at any time during the contract period. Each quarterly payment is subject to immediate refund upon request by the CITY for any unused or improperly expended funds. (d) Funds which are unused by 11:59p.m. September 30, 2027 of the Program Year shall be refunded to CITY within thirty (30) days after request by the City. (e) ORGANIZATION shall not be required to return unexpended funds to CITY solely because the funds remain unspent at the end of the applicable Contract Period. ORGANIZATION may retain and carry forward such funds, provided that ORGANIZATION: (i) has not received a request from the CITY to refund Program Year funds which are unused by 11:59p.m. September 30, 2027 of the Program Year; and DMMO HOT Funds, PY2026-2027 - Page 2 (ii) identifies and reports the unexpended balance to CITY in its applicable quarterly and final reports; and (iii) separately accounts for the retained funds in its financial records; and (iv) uses the retained funds only for eligible purposes authorized by this Agreement and Chapter 351 of the Texas Tax Code. All retained funds shall remain subject to the terms, reporting requirements, audit provisions, and expenditure restrictions of this Agreement. The retention of unexpended funds shall not affect CITY's obligation to make quarterly payments in accordance with the payment schedule established under this Agreement. 1.3 Dates of Payments. (a) The initial payment will be on or after the 1 st day of October 2026, upon receipt and closeout of any prior year agreement reports. (b) The term "quarterly payments" shall mean payments by CITY to ORGANIZATION of those amounts specified in Section 1.2, above, as determined by the hotel tax revenue collected. (c) Each quarterly payment shall be paid within 10 business days following the 1" day of each contract quarter (October Pt, January 1 It, April 1 It, and July 1 St). 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. 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 ORGANIZATION. (b) It is expressly understood that this contract in no way obligates the General Fund or any other monies or credits of CITY. (c) CITY may withhold further allocations if CITY determines that ORGANIZATION's expenditures deviate materially from their approved budget. 2.1 Use of Funds. II. USE OF HOTEL TAX REVENUE DMMO HOT Funds, PY2026-2027 - Page 3 (a) For and in consideration of the payment by CITY to ORGANIZATION of the agreed payments of hotel tax funds specified above, ORGANIZATION agrees to use such hotel tax funds only for the purposes stated in Tex. Tax Code §3 5 1. 101 applicable to the City of Denton, including attracting individuals to travel from a residence outside the City of Denton to Denton for business, pleasure, recreation, education, or culture that promotes the convention and hotel industry, to attract tourists and convention delegates or registrants to the municipality or its vicinity through advertising and conducting solicitations and promotional programs, 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)(4). (b) 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 CITY by ORGANIZATION 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. (i) specified in ORGANIZATION's budget attached hereto as Exhibit "A" and incorporated herein for all purposes; and (ii) each such expenditure is directly attributable to work on programs which promote tourism and the hotel and convention industry; and (iii) promotes at least one of the applicable statutory purposes enumerated within TEx. TAX CODE §351.101(a). 2.3 Specific Restrictions on Use of Funds. (a) ORGANIZATION agrees to demonstrate strict compliance with the record keeping and apportionment limitations imposed by TEx. TAX CODE §351.101(f) and §351.108 (c) and (d). ORGANIZATION shall not utilize hotel tax funds for any expenditure, which has not been specifically documented to satisfy the purposes set forth in Sections 2.1 and 2.2 above. (b) Hotel tax funds may not be spent for travel for a person to attend an event or conduct an activity except where such travel is directly related to the performance of the person's job in an efficient and professional manner and the primary purpose of which is directly related to the promotion of local tourism and the convention and hotel industry. (c) Hotel tax funds may not be spent for funding of operations that do not serve the tourism purpose of HOT funds, and any expenses related to reporting requirements. DMMO HOT Funds, PY2026-2027 - Page 4 III. RECORDKEEPING, REPORTING & ADDITIONAL REQUIREMENTS 3.1 Budget. (a) ORGANIZATION shall adhere to the budget (Exhibit "A") as approved by the City Council for each Program Year, for all operations of ORGANIZATION in which the hotel tax funds shall be used by ORGANIZATION. In other words, CITY may audit specifically the purpose of each individual expenditure of hotel tax funds from the separate account relating to hotel tax funds. CITY shall not pay to ORGANIZATION 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) ORGANIZATION acknowledges that approval of the budget (Exhibit "A") by the Denton City Council creates a fiduciary duty in ORGANIZATION with respect to the hotel tax funds paid by CITY to ORGANIZATION under this Agreement. ORGANIZATION 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 ORGANIZATION, the City Manager or their designee 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 Section 1.2(b), extend the term, or otherwise alter the performance obligations of ORGANIZATION, without approval of the City Council by ordinance. 3.2 Separate Accounts. ORGANIZATION shall maintain any hotel tax funds paid to ORGANIZATION 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. ORGANIZATION shall maintain complete and accurate financial records of each expenditure of the hotel tax funds made by ORGANIZATION. 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 their designee, or any other person, ORGANIZATION shall make such financial records available for inspection and review by the party making the request. ORGANIZATION 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. 3.3 Quarterly Reports. (a) After initial receipt of hotel tax funds, and within thirty (30) days after the end of every contract quarter, ORGANIZATION shall furnish to CITY: (i) A completed financial report, DMMO HOT Funds, PY2026-2027 - Page 5 (ii) 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 digital marketing expenditures require invoices to be provided and shall include performance measures, and (iii) A copy of all financial records (e.g., copies of front and back cleared checks or bank statements, and other relevant documentation. ORGANIZATION shall prepare and deliver all reports in a form and manner approved by the City Manager or their designee. ORGANIZATION shall respond promptly to any request from the City Manager of CITY, or their designee, for additional information relating to the activities performed under this Agreement. (b) In addition to the foregoing financial documentation, each quarterly report must include, at a minimum, the following performance information for the applicable Contract Quarter: (i.) Hotel booking data, including each applicable event, participating hotels, rooms blocked, rooms booked, and room -block rate, to the extent such information is reasonably available; (ii.) Conference booking activity, including conferences, meetings, conventions, and sporting events booked, assisted, pending, or canceled; event dates and locations; estimated attendance; estimated room nights; and booking status, to the extent such information is reasonably available; (iii.) Fiscal impact attributable to conference bookings, including estimated or actual direct visitor spending, sales tax revenue, and other measurable economic impact, together with the methodology, assumptions, and data sources used, to the extent such information is reasonably available; and (iv.) Marketing efforts, including the event or campaign promoted, target audience and geographic market, marketing channels used, expenditures, reach, impressions, engagement, referrals or conversions, and other available performance measures. (v.) Each quarterly report must identify the beginning unexpended fund balance, funds received during the quarter, expenditures made during the quarter, any interest earned, and the ending unexpended fund balance retained by ORGANIZATION. 3.5 Notice of Meetings. ORGANIZATION shall give the City Manager of CITY, or their designee, reasonable advance written notice of the time and place of all meetings of ORGANIZATION's Board of Directors, as well as any other meeting of any constituency of ORGANIZATION, at which this Agreement or any matter subject to this Agreement shall be considered. DMMO HOT Funds, PY2026-2027 - Page 6 3.6 Other Sources of Support Funds. ORGANIZATION shall perform its best efforts to review rental rates, ORGANIZATION sponsorships and memberships to raise additional revenue to support the existing ORGANIZATION programs and the Public Art program. 3.7 Additional Obligations (a) City -Sponsored Event Room Booking Support ORGANIZATION shall make best efforts to work with the organizer of each City -sponsored event identified by CITY to assist with, or provide guidance for, the establishment of hotel room blocks or other room -booking arrangements, assist with communicating booking information to prospective attendees, coordinating with participating hotels, and track room -block pickup and actualized room nights. (b) Sponsorship Fiscal Impact Analysis At CITY's request, for each organization applying for City sponsorship funding that will be reviewed by the Community Partnership Committee, ORGANIZATION shall prepare and provide CITY with a written fiscal impact analysis by the deadline established by CITY and before the Committee begins its funding -allocation deliberations. Each analysis shall include, as applicable, anticipated attendance; anticipated visitors from outside Denton; estimated hotel room nights; estimated direct visitor spending; estimated hotel occupancy tax and sales tax revenue; other measurable economic impacts; and the methodology, assumptions, and data sources used. The analysis shall identify any material information that could not be independently verified. (c) Marketing and Promotion of City -Sponsored Events ORGANIZATION shall coordinate with CITY and applicable event organizers to market and promote City -sponsored events identified by the City Manager or designee. Marketing activities funded with hotel occupancy tax revenue must comply with Chapter 351 of the Texas Tax Code, promote tourism and the convention and hotel industry, and be authorized under ORGANIZATION's approved budget. IV. TERM AND TERMINATION 4.1 Term. The term of this Agreement shall commence on October 1, 2026, and terminate at 11:59p.m. on September 30, 2027. The program period shall also commence on October 1, 2026, and terminate on September 30, 2027. 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. DMMO HOT Funds, PY2026-2027 - Page 7 (b) In the event this contract is terminated by either party pursuant to Section 4.2(a), CITY agrees to reimburse ORGANIZATION for any contractual obligations undertaken by ORGANIZATION in satisfactory performance of those activities specified in Sections 2.1 and 2.2 above, and that were approved by the Council through the budget, as noted in Section 3.1. This reimbursement is conditioned upon such contractual obligations having been incurred and entered into in the good faith performance of those services contemplated in Sections 2.1 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 obligation of CITY to reimburse ORGANIZATION, or to assume the performance of any contractual obligations of ORGANIZATION, for or under any contract entered into by ORGANIZATION as contemplated herein, shall not exceed 66 2/3% of the current quarterly payment. (c) Further, upon termination pursuant to Section 4.2(a), ORGANIZATION will provide CITY: 1) within ten (10) business days from the termination notification, a short-term budget of probable expenditures for the remaining sixty (60) day period between termination notification and contract termination. This budget will be presented to Council for approval within ten (10) business days after receipt by CITY. If formal approval is not given within ten (10) business days, 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 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. ORGANIZATION will be obligated to return any unused funds, or funds determined to be used improperly. Any use of remaining funds by ORGANIZATION 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 Sections 2.1 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 ORGANIZATION; (b) The insolvency of ORGANIZATION, the filing of a petition in bankruptcy, either voluntarily or involuntarily, or an assignment by ORGANIZATION for the benefit of creditors or without the express written consent to assignment by the City; (c) The continuation of a breach of any of the terms or conditions of this Agreement by either CITY or ORGANIZATION 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 ORGANIZATION 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 Section 1.3 hereof. DMMO HOT Funds, PY2026-2027 - Page 8 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 parry, 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 Sections 4.3 or 4.4, ORGANIZATION agrees to refund any and all unused funds, or funds determined by CITY to have been used improperly, within thirty (30) days after termination of this Agreement. V. GENERAL PROVISIONS 5.1 Subcontract for Performance of Services. Nothing in this Agreement shall prohibit, nor be construed to prohibit, the agreement by ORGANIZATION with another private entity, person, or organization for the performance of those services described in Section 2.1 above. In the event that ORGANIZATION enters into any arrangement, contractual or otherwise, with such other entity, person or organization, ORGANIZATION 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. ORGANIZATION shall operate as an independent contractor as to all services to be performed under this Agreement and not as an officer, agent, servant, or employee of CITY. ORGANIZATION shall have exclusive control of its operations and performance of services hereunder, and such persons, entities, or organizations performing the same, and ORGANIZATION shall be solely responsible for the acts and omissions of its directors, officers, employees, agents, and subcontractors. ORGANIZATION shall not be considered a partner or joint ventures with CITY, nor shall ORGANIZATION be considered, nor in any manner hold itself out as, an agent or official representative of CITY. 5.3 Indemnification. ORGANIZATION AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR INJURIES, DAMAGE, LOSS, OR LIABILITY, OF WHATEVER HIND OR CHARACTER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE BY ORGANIZATION OF THOSE SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ALL SUCH CLAIMS OR CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL OR STATUTORY LAW, OR BASED, IN WHOLE OR IN PART, UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OF ORGANIZATION, ITS OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, LICENSEES AND INVITEES, OR ANY FEES, FINES OR PENALTIES ASSESSED AGAINST CITY DUE TO MISUSE OF FUNDS BY ORGANIZATION. 5.4 Assignment. ORGANIZATION shall not assign this Agreement without first obtaining the written consent of CITY. DMMO HOT Funds, PY2026-2027 - Page 9 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 Cassey Ogden Interim City Manager CITY OF DENTON 215 E. McKinney Denton, TX 76201 ORGANIZATION Kristi Criswell Executive Director/CEO DENTON DESTINATION AND MARKETING MANAGEMENT ORGANIZATION 325 W McKnney Street Denton, TX 76201 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 ORGANIZATION 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 the City of Denton, all ordinances passed pursuant thereto, and all judicial determinations relative thereto. ORGANIZATION is responsible for ensuring its compliance during the performance of this Agreement with all the aforementioned laws, including the Civil Rights Act of 1964 and Americans with Disabilities Act (ADA), each as amended, and ensuring provisions of this nondiscrimination and accessibility also apply to any subcontractors, suppliers, or consultants engaged by the ORGANIZATION ("Contractors"), and that ORGANIZATION's Contractors are also responsible for ensuring compliance by all lower -tier entities. 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 may be 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. DMMO HOT Funds, PY2026-2027 - Page 10 5.12 Insurance. ORGANIZATION shall, at a minimum, provide insurance for the term of this Agreement 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. $500,000 Liquor/Dram Shop Liability for any event occurring on City -owned property where alcohol will be provided or served, and 3. $500,000 Business Automobile Liability on any owned, non -owned or hired vehicles. 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 made to ORGANIZATION by CITY. 5.13 Incorporation. The recitals in the preamble of this Agreement are incorporated herein as if fully set forth herein. EXECUTED this day of , 2026. THE CITY OF DENTON, TEXAS IN CASSEY OGDEN, INTERIM CITY MANAGER DENTON DESTINATION MARKETING AND MANAGEMENT ORGANIZATION EXECUTIVE DIRECTOR DMMO HOT Funds, PY2026-2027 - Page 11 ATTEST: KRISTI GILBERT, CITY SECRETARY APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. SIGNATURE PRINTED NAME TITLE Finance DEPARTMENT DMMO HOT Funds, PY2026-2027 - Page 12 Exhibit A DISCOVER DENTON PY2027 Operating Budget -1st Year Independent Date: September 14, 2026 PY 2027 PROPOSED Notes/Comments GENERAL ADMINISTRATION Salaries and Benefits $216,000 Memberships/Associations $100,250 Annual dues for THLA for all Denton Hotels and Organization Memberships to TACVB, Destinations International, Destinations Economic Impact Calculator, Costar Reports, Zartico EIC Data Liability Insurance $3,000 Travel/Training/Professional Development $20,000 Destination Texas Conferences, Destinations International (DI) Annual Convention, DI CEO Summit, USTravel Assn ESTO, Texas Travel Summit, Board Leadership for Destinations, TXTravel Alliance Unity Conference & Dinner, Partner/Community Engagement $5,000 Computer EquipmenVIT Service Contract $30,000 Legal $10,000 Legal Assistance to obtain 501 (c)(c6) Status Professional Services $50,000 All Professional Services Copy Machine $5,000 Rent Copy/Scanner Office Supplies $3,000 Phone and Internet $15,000 Postage $1,000 Office Rent $60,000 Office & Storage Rent TOTAL $518,250 MARKETING AND COMMUNICATIONS Salary and Benefits $323,000 Travel/Training/Professional Development $27,000 DI Marketing & Comm Summit, eTourism Summit, Destinatins Texas Conference, ESTO, All MC Staff. Traditional Media and Advertising $30,000 Print ads, billboards, flyers Brochures and Promotional Items $40,000 Visitors Guides for 2028 - Design Cost Website/Digital Publishing Tools $120,000 Gran icus/Simpleview CMS, Act -On enewsletter, Canva creative, Adobe, SnapSea, Threshold 360, Tru Omni Agency Fees/Paid Media Buying $115,000 Madden Media retainer fees for Agency of Record and overall Digital paid media spend which is necessary to drive increased visitation to our website. Partner/Community Engagement $30,000 Costs far sponsorships with UNT, TWU Athletics, Thin Line, NTFR, etc Communications/Digital Media $20,000 Influener Marketing, Sprout Social TOTAL $705,000 SALES AND SERVICES Salary and Benefits $337,000 Memberships/Professional Development $7,000 MPI-DFW, DFWAE, TACVB, Assn of Independent Meeting Planners (AIMP) Travel/Sales Missions/Business Development $60,000 Smart Meetings, Lamont Exchange, RCMA, Southwest Showcase, Destinations International, Connect Marketplace, Destinations Texas Conferences, HB Annual Conference, TSAE New Ideas Conf (some may be added or deleted) RFP Lead Generation and CRM Platforms $40,000 CVENT, our RFP management supplier, and Simpleview for our CRM Site Visits/FAM Tours $20,000 With increased demand, and to remain competitive with other meeting destinations, we anticipate hosting more client site visits and FAM's Group Servicing/Client Retention $40,000 Promotional items for contracted groups, as well as welcome amenities, gift baskets, signage. And hosting current clients for meals, events and activites. Advertising/Sales Collateral Materials $30,000 Group Sales advertising, collateral materials, and activations Bid Fees and Group Incentives $40,000 TOTAL $574,000 VISITOR CENTER Salaries and Benefits $177,000 Changing Full -Time Position to Coordinator Position, add back PT staff Professional Development $1,000 Attendance at local NTTW event Lease $0 Moved to Administration TOTAL $178,000 GRAND TOTAL BUDGET $7,975,250 DMMO HOT Funds, PY2026-2027 - Page 13