1997-243NOTE Amended by Ordinance No. 98-295
AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT
BETWEEN THE CITY OF DENTON AND THE DENTON BLACK CHAMBER OF
COMMERCE FOR THE PAYMENT AND USE OF HOTEL TAX REVENUE, AND
PROVIDING AN EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I That the Mayor Is hereby authorized to execute an agreement between the
C~ty of Denton and the Denton Black Chamber of Commerce for the payment and use of hotel
tax revenue, under the terms and conditions contained m the agreement, a copy of whmh is
attached hereto and made a part hereof
SECTION II That this ordinance shall become effective immediately upon its passage
and approval
PASSED AND APPROVED thru the ~/?---~ day of ~Z)f~'/Tg~5~"-' ,
1997
JACIS~LLER, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
AGREEMENT BETWEEN THE CITY OF DENTON AND
THE DENTON BLACK CHAMBER OF COMMERCE (97-98)
PROVIDING FOR THE pAYMENT AND USE OF HOTEL T/~X REVENUE
THIS AGREEMENT made between the City of Denton, Texas, a muni-
cipal corporation (the "CITY"), and the Denton Black Chamber of
Commerce, a legal entity existing under the laws of the State of
Texas (the "CHAMBER"):
WHEREAS, TEX. TAX CODE § 351.002 authorizes the 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, the CITY has provided for the assess-
ment 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 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 munic~pallty or Its
vicinity; and
WHEREAS, the CHAMBER is well equipped to perform those
activities; and
WHEREAS, TEX. TAX CODE §351.101 (c) authorizes the CITY to
delegate by contract with the CHAMBER as an Independent entity the
management and supervision of programs and activities of the type
described herelnabove funded with revenue from the municipal hotel
occupancy tax;
NOW, THEREFORE, in consideration of the performance of the
mutual covenants and promises contained herein, the CITY and the
CHAMBER agree and contract as follows:
I. HOTEL TAX REVENUE PAYMENT TO CHAMBER
1.1 Considorat~on. For and in consideration of the activities to
be performed by the CHAMBER under this Agreement, the CITY agrees
to pay to the CHAMBER a portion of the hotel tax revenue collected
by the CITY at the rates and in the manner specified herein (such
payments by the CITY to the CHAMBER sometimes herein referred to as
"the agreed payments" or "hotel tax funds").
1.2 Anount o£ Payments to CHM(BER.
(a) As used in this agreement, the following terms shall have
the following specific meanings:
(i) The "hotel tax revenue" shall mean the monies col-
lected and received by the CITY during any relevant period of
time (i.e., fiscal year or flscal quarter) as municipal hotel
occupancy tax at the rate of seven percent (7%) of the price
paid for a room in a hotel, pursuant to TEX. TAX CODE §351.002
and city Ordinance, together w~th and including any sums of
money received by the CITY from taxpayers during any relevant
fiscal quarter or calendar month as attorney's fees, court
costs, or other expenses of collection of hotel tax, but
excluding interest and penalties received by the CITY from
taxpayers.
(ii) The term "base payment amount" shall mean an amount
of money equal to the total hotel tax revenue collected by the
CITY during any relevant period of time (1.e. fiscal year or
fiscal quarter), less (1) such amounts incurred during such
relevant period of time for costs of collection of hotel taxes
from taxpayers or auditing taxpayers for tax payment compli-
ance, such collection and auditing costs to include fees paid
to attorneys or agents not in the regular employ of the CITY
and which attorneys or agents effect collection of the hotel
tax from taxpayers or audit such taxpayers; and (2) court
costs and expenses incurred in l~t~gat~on against or auditing
of such taxpayers.
(b) The CITY shall pay to CHAMBER an amount of money equal to
eighty-nine one hundredths of a percent (0 89%) of the base payment
amount for the period of October 1, 1997 through September 30, 1998
or Slx Thousand Dollars ($6,000.00), whichever is less
1.3 Dates of Pa~onts to CHAMBER.
(a) The term "quarterly payments" shall mean payments by the
CITY to the CHAMBER of those amounts speclf~ed in ~1.2 above as
determined by the hotel tax revenue collected by the CITY during
any one fiscal quarter during the term of th~s Agreement.
(b) CITY shall pay the CHAMBER the agreed payments specified
in 41.2 above by quarterly payments paying e~ghty-nlne one
hundredths of a percent (0.89%) of the base payment amount
(quarterly) for the first three quarters of the fiscal year and the
percentage of the base payment amount for the last quarter of the
fiscal year shall be adjusted so that the total of the quarterly
base payment amounts shall not exceed Six Thousand Dollars ($6,000)
during the 1997-98 fiscal year. Each such quarterly payment shall
PAGE 2
be paid to the CHAMBER on or before the forty-fifth (45th) day
after the last day of such respective fiscal quarter for which such
payment is due. If quarterly financial and performance reports are
not reoelved within thirty (30) days of the end of the applicable
quarter, then CITY may withhold the quarterly payment(s) until the
appropriate reports are reoeived and approved.
(o) The funding of this prelect in no way commits the CITY to
future funding of this program beyond the current contract period.
Any future funding is solely the responsibility of the CHAMBER.
(d) It is expressly understood that this contract in no way
obligates the General Fund or any other monies or credits of the
CITY.
XI. UBE OF HOTEL TAX REVENUE BY CI'.%~BER
2.1 Use of Funds. For and in consideration of the payment by the
CITY to the CHAMBER of the agreed payments of hotel tax funds
specified above, the CHAMBER agrees to use such hotel tax funds
only for advertising and conducting solicitations and promotional
programs to attract tourists and convention delegates or regis-
trants to the municipality or its vicinity, as authorized by TEX.
TAX CODE § 351.101(a).
2.2 ~inistrative costs. The hotel tax funds received from the
CITY by the CHAMBER may be spent for day-to-day operations, sup-
plies, salaries, office rental, travel expenses, and other admini-
strative costs that are incurred directly in the performance by the
CHAMBER of those activities specified in 42.1 above and are allowed
by TEX. TAX CODE § 351.101(f).
2.3 speeifio Restriotions on Use of Funds.
(a) That portion of total administrative costs of the CHAMBER
for which hotel tax funds may be used shall not exceed that portion
of the CHAMBER'S administrative costs actually incurred in con-
ductlng the activities specified in 42.1 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 tourism and the
convention and hotel industry or the performance of the person's
lob in an efficient and professional manner.
PAGE 3
III, RECORD KEEPINGANDREPORTING REQUIREMENTS
3.1 Budget,
(a) On or about September i and prior to the disbursement of
any funds for the 1997-98 fiscal year, the CHAMBER shall prepare
and submit to the City Manager of the CITY an annual budget for
such fiscal year for the CHAMBER and any other operation or
function of the CHAMBER in which the hotel tax funds shall be used
by the CHAMBER. This budget shall specifically identify proposed
expenditure of hotel tax funds by the CHAMBER. In other words, the
CITY should be able to audit specifically where the funds in the
separate account relating to hotel tax funds will be expended. The
CITY shall not pay to the CHAMBER any hotel tax revenues as set
forth in Section I. of this contract during any fiscal year of this
Agreement unless a budget for such respective fiscal year has been
approved in writing by the Denton City Council authorizing the
expenditure of funds in such Section I.
(b) The CHAMBER acknowledges that the approval of such budget
by the Denton city Council creates a fiduciary duty in the CHAMBER
with respect to the hotel tax funds paid by the CITY to the CHAMBER
under this Agreement. The CHAMBER shall expend hotel tax funds
only in the manner and for the purposes specified in § 351.101(a)
TEX. TAX CODE and in the budget as approved by the CITY
3.2 Separ&te Aooounts. The CHAMBER shall maintain any hotel tax
funds paid to the CHAMBER by the CITY in a separate account.
3.3 Fin&noi&l Rooords. The CHAMBER shall maintaln complete and
accurate financial records of each expenditure of the hotel tax
funds made by the CHAMBER and, upon reasonably advance written re-
quest of the Denton City Council or the city's Assistant City
Manager of Finance or his designee or other person, shall make such
financial records available for inspection and review by the Denton
city Councll or the city's Assistant C~ty Manager of Finance or his
designee or other person.
3.4 QU&rterly Reports. Within thlrty days after the end of every
quarter, the CHAMBER shall furnish to the CITY (1) a performance
report of the work performed under this Agreement, in the form
determined by the City Manager descrlbing the activities performed
under ~his Agreement during that quarter, and (2) a l~st of the
expenditures made with regard to hotel tax funds pursuant to the
TEX. TAX CODE ANN. § 351.101(c) (Vernon 1994). The CHAMBER shall
promptly respond to any request from the city Manager of the CITY
for additional information relating to the activities performed
under this Agreement
PAGE 4
3.5 Nqt~oe of Meetings. The CHAMBER shall give the City Manager of
the CI~Y~ advanoe wrltten notice of the t~me and place of
~--general meetings of the Denton Black Chamber of Commerce Board of
Directors, as well as any other meeting of any constituency of the
CHAMBER at whioh this Agreement or any m~tter the subject of this
Agreement shall be considered. This provlslon shall not be deemed
to require the CHAMBER to g~ve not,ce of any executive sesslon of
the Executive Committee of the CHAMBER.
XV. REI~BURSF~ENTAND INDEMNIFICATION
4.X Reimbursement of CHamBER for Administrative Costs. In the
event that this Agreement is terminated pursuant to Section 5.2(a),
the CITY agrees to reimburse the CHAMBER for any and all expenses
and costs undertaken by the CHAMBER in performance of those
activities specified in ~2.~ above or expenses or costs incurred by
the CHAMBER as described ~n [2.2 above The CITY is obligated to
reimburse the CHAMBER for expenses and costs as descrlbed in [2.2
above only for the period commenclng upon the date notice of
termination is given and ending upon the date of termlnatlon.
Further, th~s obligation shall be limlted to the lesser of the
actual expenses and costs ~ncurred by the CHAMBER during the one
hundred eighty day period preceding termination or the agreed
payments otherwise due and payable to the CHAMBER for such perlod
4.2 Re~mbu~semen~ of CHAMBER for Contraotuel Obl~gations. In the
event that this Agreement is terminated pursuant to Section 5.2(a),
the CITY agrees to reimburse the CHAMBER for any and all contractu-
al obligations of the CHAMBER undertaken by the CHAMBER in perfor-
mance of those services specified In [2.1 above, condltioned upon
such contractual obligations having been ~ncurred and entered ~nto
in the good faith performance of those servlces contemplated in
[2.1 a~ove, and further conditioned upon such contractual obliga-
tions having a term not exceeding the full term of th~s Agreement.
Notwithstanding any provision hereof to the contrary, the obliga-
tion of the CITY to reimburse the CHAMBER or to assume the perfor-
mance of any contractual obligations of the CHAMBER for or under
any contract entered ~nto by the CHAMBER as contemplated herein
shall not exceed FIVE HUNDRED DOLLARS ($500 00). Such monetary
limltation is cumulative of all contractual obllgatlons and shall
not be construed as a monetary llmltat~on on a per contract bas~s.
4.3 P&ymen~ of Reimbu~somont to CHAMBER.
(a) With respect to expenses and costs ~ncurred by the
CHAMBER for which the CITY ~s obligated to reimburse the pursuant
to [4.1 above, the CITY shall pay such reimbursement amount due, if
any, to the CHAMBER on or before the forty-flfth (45th) day after
the date of termination of thls Agreement
PAGE 5
(b) With respect to contractual obligations undertaken by the
CHAMBER for which the CITY is obligated to reimburse the CHAMBER as
provided in 44.2 above, the CITY shall reimburse the CHAMBER for
such monetary obligations required in such contractual obligation
in such amounts and at those times such contractual costs and
expenses are due and payable according to the terms of such
contract limitation set forth in 44.2 above.
4.4 Indemnifio&tion. The CHAMBER agrees to ~ndemnify, hold
harmless, and defend the CITY, its officers, agents, and employees
from and against any and all claims or suits for injuries, damage,
loss, or liability of whatever kind or character, arising out of or
in connection with the performance by the CHAMBER or those services
contemplated by this Agreement, including all such claims or causes
of action based upon common, const~tutlonal or statutory law, or
based, in whole or in part, upon allegations of negligent or
Intentional acts of CHAMBER, its officers, employees, agents,
subcontractors, licensees and lnvitees.
V. TERM AND TERMINATION
5.1 Term. The term of this Agreement shall commence on October 1,
1997 and terminate at midnight on September 30, 1998. This term
shall be a period of one year.
5.2 Termination.
(a) This Agreement may be terminated by either party by
giving the other party one hundred e~ghty (180) days advance
written notice.
(b) This Agreement shall automatically terminate upon the
occurrence of any of the following events:
(i) The termination of the legal existence of the
CHAMBER;
(ii) The insolvency of the CHAMBER, the filing of a
petition in bankruptcy, either voluntarily or Involuntarily,
or an assignment by the CHAMBER for the benefit of creditors;
(1ii) The continuation of a breach of any of the terms
or conditions of this Agreement by e~ther the CITY or the
CHAMBER for more than thirty (30) days after written not~ce of
such breach is given to the breaching party by the other
party; or
PAGE 6
(iv) The failure of the CHAMBER to submit a financial
report which complies with the reporting procedures requlred
herein and generally accepted accounting principles prior to
the beginning of the next contract term.
V~. GENERAL PROVZSZONS
6.1 SUboontraet for performance of Services. Nothing in this
Agreement shall prohibit, nor be construed to prohibit, the agree-
ment by the CHAMBER with another private entity, person, or organi-
zation for the performance of those services described in 42.1
above. In the event that the CHAMBER enters into any arrangement,
contractual or otherwise, with such other entity, person or organi-
zation, the CHAMBER shall cause such other entity, person, or orga-
nization to adhere to, conform to, and be subject to all provi-
sions, terms, and conditions of this Agreement and to TEX. TAX CODE
Chap. 351, including reporting requirements, separate funds main-
tenance, and limitations and prohibitions perta~nlng to expenditure
of the agreed payments and hotel tax funds.
6.2 Independent Contractor. The CHAMBER 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 the CITY. The CHAMBER shall have exclusive control of its
operations and performance of services hereunder, and such persons,
entities, or organizations performing the same and the CHAMBER
shall be solely responsible for the acts and omissions of ~ts
directOrS, officers, employees, agents, and subcontractors. The
CHAMBER shall not be considered a partner or joint venturer with
the CITY, nor shall the CHAMBER be considered nor in any manner
hold itself out as an agent or official representative of the CITY
6.3 ~ssig~ment. The CHAMBER shall not assign this Agreement
without first obtaining the written consent of the CITY.
6.4 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 mall, cert~fled
mall, return receipt requested, or by hand-delivery, addressed to
the respective parties as follows'
CITY CHAMBER
city Manager Chairman/Director
city of Denton Denton Black Chamber of Commerce
215 E. McKinney 625 Dallas Drive, Suite 200
Denton, TX 76201 Denton, TX 76205
PAGE 7
6.5 In~rement. 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
the CITY and the CHAMBER and their respective successors and
assigns.
6.6 &ppl~oation of Laws. All terms, conditions, and provisions of
this Agreement are sub]ect 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.
6.7 Exclusive ~gree~ent. 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 under-
standings, oral or written, express or implied, between or among
the parties hereto, relating to the subject matter of this agree-
ment, which are not fully expressed herein. The terms and con-
ditlons 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.
6.8 D~pl~oate Originals. This Agreement is executed in duplicate
originals.
6.9 Ha&~ngs. The headings and subheadings of the various sec-
tlons 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.
/
THE CITY OF DENTON, TEXAS
JAC~LLER, MAYOR
ATTEST; APPROVED AS TO LEGAL FORM:
-- HERBERT L. PROUTY,
iT NNIF~RWKLTERS,
Y WECRETARY CITY ATTORNEY
PAGE 8
DENTON BLACK CHAMBER OF COMMERCE
ChairmaH/Di~tor
ATTEST: APPROVED AS TO LEGAL FORM:
By: By:
Secretary
A' \BLKCHAMB K
PAGE 9
RECIPIENTS OF HOTEL OCCUPANCY TAX ("HOT")FUNDS, AND PRESCRIBING AN
EFFECTIVE DATE
WHEREAS, on September 2, 1997, the Council of the C~ty of Denton, Texas passed
Ordinance numbcrs~97-!~43, 97-244, 97-245, 97-247, 97-248, 97-249, 97-250, 97-25l, 97-252, 97-
253 and 97-254, (the "Approval Ordinances") approving and authorizing funding for certmn
contracts with a number of outside orgamzatlons for Fiscal Year ("FY") 97-98, pursuant to Chapter
351 of the Texas Tax Code, and
WHEREAS, each of the aforesaid contracts provided for post-performance reimbursement
of services rendered dunn§ each quarter of the fiscal year m the promotmn of tourism, and
WHEREAS, m the future, the City Council wishes to award such momes on a quarterly
basis, m advance of performance, during each quarter of the calendar year, commencmg w~th
Calendar Year 1999, and
WHEREAS, as a result of the foregoing, it will be necessary to extend the term of the
existing contracts for three months, m order to secure performance of these services during the
months of October, November and December of 1998, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I That the terms of the contracts authorized by the aforementioned Approval
Ordinances are hereby anthonzed by the City of Denton to be extended under their existing terms
for a period of three months, except that paragraphs 1 2(b) and 5 I of each such contract are hereby
modified upon acceptance to the extent that they are inconsistent wath tins Ordinance, such that all
duties set forth for performance prior to September 30, 1998 shall be performed by December 31,
1998, and such that no additional payment to the other parties named m smd contracts for services
rendered during October, November and December 1998, shall be pa~d after payment of the fourth
quarter payment already defined m the contract
SECTION II That passage of tl~s ordinance constitutes a revocable offer of the City of
Denton, Texas, Much may be accepted by each of the other parties, either by wntten confirmation,
or by performance of the duties set forth m the applicable contracts dunng the extended term, ~er
delivery of a copy of tins ordinance to the other parties, in the manner established in paragraph 6 5
of each applicable contract
SECTION HI That tins ordinance shall become effective immediately upon its passage and
approval
Page 1 of 2
JAC~I-I'LL~R, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
Page 2 of 2