1997-250NOTE Amended by Ordinance No. 98-295
ORDINANCE NO ~'~' ~J5-~)
AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT
BETWEEN THE CITY OF DENTON AND THE FRIENDS OF DENTON COUNTY
HISTORY, INC 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 ~s hereby authorized to execute an agreement between the
C~ty of Denton and the Fmends of Denton County H~story, Inc for the payment and use of hotel
tax revenue, under the terms and condmons contamed m the agreement, a copy of whmh ~s
attached hereto and made a part hereof
SECTION II That this ordinance shall become effective tmmedmtely upon ~ts passage
and approval
PASSED AND APPROVED th~s the67~~-r~- day of
1997
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
A~REEMENT BETWEEN THE CITY OF DENTON AND
THE FRIEND8 OF DENTON COUNTY HISTORY, INC. (97-98)
PROVIDING FOR THE PAYMENT AND USE OF HOTEL TAX REVENUE
THIS AGREEMENT made between the City of Denton, Texas, a muni-
cipal corporation (the "CITY"), and the Friends of Denton County
History, Inc., a legal entity existing under the laws of the State
of Texas (the "COUNTY"):
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)(5) authorizes the CITY to
use revenue from its municipal hotel occupancy tax to promote
tourism and the convention and hotel industry performing hlstor~cal
restoration and preservation projects or activities or advertising
and conducting solicitations and promotional programs to encourage
tourists and convention delegates to visit preserved historic s~tes
or museums at or in the immediate vicinity of convention center
facilities, or located elsewhere in the municipality or its
VlClnlty that would be frequented by tourists, convention dele-
gates, or other visitors to the municipality, and
WHEREAS, the COUNTY is well equipped to perform those
activities; and
WHEREAS, TEX. TAX CODE S351.101 (c) authorizes the CITY to
delegate by contract with the COUNTY 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
COUNTY agree and contract as follows;
I. HOTEL TAX REVENUE PAYMENT TO COUNTY
1.1 Consideration. For and in consideration of the activities to
be performed by the COUNTY under this Agreement, the CITY agrees to
pay to the COUNTY a portion of the hotel tax revenue collected by
the CITY at the rates and in the manner specified here~n (such
payments by the CITY to the COUNTY sometimes here~n referred to as
"the agreed payments" or "hotel tax funds").
1.2 Amount of payments to county.
(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
tlme (i.e., fiscal year or fiscal 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 with 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.
(il) 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 litigation against or auditing
of such taxpayers.
(b) The CITY shall pay to COUNTY an amount of money equal to
seventy-four one hundredths of a percent (0.74%) of the base
payment amount for the period of October 1, 1997 through September
30, 1998 or Five Thousand Dollars ($5,000 00), whichever is less.
1.3 Dates of Payments to County.
(a) The term "quarterly payments" shall mean payments by the
CITY to the COUNTY of those amounts specified in 41.2 above as
determined by the hotel tax revenue collected by the CITY during
any one fiscal quarter during the term of this Agreement.
(b) CITY shall pay the COUNTY the agreed payments specified
in ~1.2 above by quarterly payments paying seventy-four one hun-
dredths of a percent (0.74%) 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 Five Thousand Dollars ($5,000) during the
1997-98 fiscal year. Each such quarterly payment shall be paid to
PAGE 2
the COUNTY 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
received within thirty (30) days of the end of the applicable
quarter, then CITY may withhold the quarterly payment(s) until the
appropriate reports are received and approved.
(c) The funding of this project 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 COUNTY.
(d) It is expressly understood that this contract in no way
obligates the General Fund or any other monies or credits of the
CITY.
II. UBE OF HOTEL TAX REVENUE BY COUNTY
2.~ Use of Funds. For and in consideration of the payment by the
CITY to the COUNTY of the agreed payments of hotel tax funds
specified above, the COUNTY agrees to use such hotel tax funds only
for the followlng purposes:
(a) advertising and conducting solicitatIons and promotional
programs to attract tourists and convention delegates or regis-
trants to the municipality or 1ts vicinity; and
(b) historical restoration and preservation projects or
activities or advertising and conducting solicitations and promo-
tional programs to encourage tourists and convention delegates to
visit preserved historic sites or museums;
(~) at or in the immediate vicinity of convention center
facilities or visitor lnformatlon centers; or
(li) located elsewhere in the municipality or its
vicinity that would be frequented by tourists and convention
delegates.
as authorized by TEX. TAX CODE § 351.101(a) (3) & (5).
2.2 ~inistr&tivs Costs. The hotel tax funds received from the
CITY by the COUNTY 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
COUNTY of those activities specified in ~2.1 above and are allowed
by TEX. TAX CODE § 351.101(f).
PAGE 3
2.3 Specifio Restrictions on Use of Funds.
(a) That portion of totai administrative costs of the COUNTY
for which hotel tax funds may be used shall not exceed that portion
of the COUNTY'S administrative costs actuaily incurred in con-
ducting 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
]ob in an efficient and professional manner.
III. RECORD KEEPING AND REPORTING 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 COUNTY shall prepare and
submit to the City Manager of the CITY an annual budget for such
flscal year for the COUNTY and any other operation or function of
the COUNTY in which the hotel tax funds shall be used by the
COUNTY. This budget shall specifically identify proposed expendi-
ture of hotel tax funds by the COUNTY. 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 COUNTY 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 COUNTY acknowledges that the approval of such budget
by the Denton City Council creates a fiduciary duty in the COUNTY
with respect to the hotel tax funds paid by the CITY to the COUNTY
under this Agreement. The COUNTY shall expend hotel tax funds only
in the manner and for the purposes specified in § 351.101(a) (3) &
(5) TEX. TAX CODE and in the budget as approved by the CITY.
3.2 8Bpar&te Aooounts. The COUNTY shall maintain any hotel tax
funds paid to the COUNTY by the CITY in a separate account
3.3 Finano~al Reoords. The COUNTY shall maintain complete and
accurate financial records of each expenditure of the hotel tax
funds made by the COUNTY 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 Council or the City's Assistant City Manager of Finance or his
designee or other person.
PAGE 4
3.4 Qmerterly Reports. Within thirty days after the end of every
quarter, the COUNTY shall furnish to the CITY (1) a performance
report of the work performed under this Agreement, in the form
determined by the city Manager describing the activities performed
under this Agreement during that quarter, and (2) a list of the
expenditures made with regard to hotel tax funds pursuant to the
TEX. TAX CODE ANN. § 351.101(c) (Vernon 1994). The COUNTY shall
promptly respond to any request from the Clty Manager of the CITY
for additional information relating to the actlvitles performed
under this Agreement._ _ /~= /
3.5 Notioe/of Meet~/~The COUNTY . g
the CITY ~ a~ance written notice of the t~me and place of
general meetings of the Friends of Denton County History, Inc
Board of Directors, as well as any other meeting of any constituen-
cy of the COUNTY at which this Agreement or any matter the sub]ect
of this Agreement shall be considered. This provision shall not be
deemed to require the COUNTY to give notice of any executive
session of the Executive Committee of the COUNTY.
IV. REIMBURSEMENT AND INDEMNIFICATION
4.1 Reimbursement of County for A~ministr&tive Costs. In the
event that this Agreement is terminated pursuant to Section 5.2(a),
the CITY agrees to reimburse the COUNTY for any and all expenses
and costs undertaken by the COUNTY ~n performance of those
activities specified in 92.1 above or expenses or costs incurred by
the COUNTY as described in 92.2 above The CITY is obligated to
reimburse the COUNTY for expenses and costs as described ~n 42.2
above only for the period commencing upon the date notice of
termination is given and ending upon the date of termination.
Further, this obligatlon shall be l~mlted to the lesser of the
actual expenses and costs incurred by the COUNTY during the one
hundred eighty day period preceding termination or the agreed
payments otherwise due and payable to the COUNTY for such per~od.
4.2 Reimbursement of County for Contreotual Obligations. In the
event that this Agreement is terminated pursuant to Section 5 2(a),
the CITY agrees to reimburse the COUNTY for any and all contractual
obligations of the COUNTY undertaken by the COUNTY in performance
of those services specified in 92.1 above, conditioned upon such
contractual obligations having been incurred and entered into in
the good faith performance of those services contemplated in 42 1
above, and further conditioned upon such contractual obligations
having a term not exceeding the full term of thls Agreement.
Notwithstanding any provision hereof to the contrary, the obliga-
tion of the CITY to reimburse the COUNTY or to assume the perfor-
mance of any contractual obligations of the COUNTY for or under any
contract entered into by the COUNTY as contemplated herein shall
not exceed FIVE HUNDRED DOLLARS ($500.00) Such monetary llmita-
PAGE 5
tlon is cumulative of all contractual obligations and shall not be
construed as a monetary limitation on a per contract basis.
4.3 Payment of Reimbursement to County.
(a) With respect to expenses and costs incurred by the COUNTY
for which the CITY is obligated to reimburse the COUNTY pursuant to
44.1 above, the CITY shall pay such reimbursement amount due, if
any, to the COUNTY on or before the forty-fifth (45th) day after
the date of termination of this Agreement.
(b) With respect to contractual obligations undertaken by the
COUNTY,for which the CITY is obligated to reimburse the COUNTY as
provided in 44.2 above, the CITY shall reimburse the COUNTY 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 I~s~fio&tion. The COUNTY agrees to indemnify, hold
harmless, and defend the CITY, its officers, agents, and employees
from and against any and all claims or su~ts for injuries, damage,
loss, or liability of whatever kind or character, arising out of or
in connection with the performance by the COUNTY or 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 COUNTY, 1ts officers, employees, agents,
subcontractors, licensees and lnvitees.
V. TERM/%ND TERMINATION
5.~ Term. The term of this Agreement shall commence on October 1,
1997 and termlnate at midnight on September 30, 1998. This term
shall be a period of one year.
$.2 Tgrminat~on.
(a) This Agreement may be terminated by e~ther party by
giving, the other party one hundred eighty (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 exlstence of the
COUNTY;
PAGE 6
(ii) The insolvency of the COUNTY, the filing of a
petition in bankruptcy, either voluntarily or Involuntarily,
or an assignment by the COUNTY for the benefit of creditors;
(ill) The continuation of a breach of any of the terms
or conditions of this Agreement by either the CITY or the
COUNTY for more than thirty (30) days after written notice of
such breach is given to the breaching party by the other
party; or
(iv) The failure of the COUNTY to submit a financial
report which complies with the reporting procedures required
herein and generally accepted accounting principles prior to
the beginning of the next contract term.
VI. ~ENEI~.L PROVISIONS
6.1 Bubcontraot for performance of services. Nothing in this
Agreement shall prohibit, nor be construed to prohibit, the agree-
ment by the COUNTY with another private entity, person, or organi-
zation for the performance of those services described in 42.1
above. In the event that the COUNTY enters into any arrangement,
contractual or otherwise, with such other entity, person or organi-
zation, the COUNTY 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 pertaining to expendlture
of the agreed payments and hotel tax funds
6.2 Independent Contraotor. The COUNTY 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 COUNTY shall have exclusive control of 1ts
operations and performance of services hereunder, and such persons,
entitles, or organizations performing the same and the COUNTY shall
be solely responsible for the acts and omissions of its directors,
officers, employees, agents, and subcontractors. The COUNTY shall
not be considered a partner or joint venturer with the CITY, nor
shall the COUNTY be considered nor in any manner hold itself out as
an agent or official representative of the CITY
6.3 Assig~nent. The COUNTY 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, certified
mall, return receipt requested, or by hand-delivery, addressed to
the respective parties as follows
PAGE 7
CITY COUNTY
City Manager Chairman/Director
City of Denton Friends of Denton County
215 E. McKinney History, Inc.
Denton, TX 76201-4299 P.O. Box 2577
Denton, TX 76202
6.$ Inurement. This Agreement and each provision hereof, and each
and every right, duty, obligation, and llablllty set forth hereln
shall be binding upon and inure to the benefit and obl~gatlon of
the CITY and the COUNTY and their respectlve successors and
assigns.
6.6 Applioation of Laws. Ail terms, cond~tlons, and provisions of
this Agreement are subject to all applicable federal laws, state
laws, the Charter of the C~ty of Denton, all ordinances passed
pursuant thereto, and all judicial determInations relative thereto.
6.? Ezolusive Agreement. Th~s Agreement contains the entire
understanding and constitutes the entire agreement between the
part~es 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 cond~tlons of any
other document relating to this transaction or these transactions.
6.8 D~plioate Origin&is. This Agreement is executed in duplicate
originals.
6.9 Readings. 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
By: JA~
PAGE 8
ATTEST: APPROVED AS TO LEGAL FORM:
HERBERT L PROUTY,
y FER~WALTERS,
SECRETARY CITY ATTORNEY
FRIENDS OF DENTON COUNTY HISTORY,
INC.
By: tor
~ AS TO LEGAL FORM:
ATTEST: APP]
By: By:
Secretary
A \COUNT¥.K
PAGE 9
AN ORDINANCE OF THE CITY OF DENTON, TEXAS EXTENDING ELEVEN
CONTRACTS BETWEEN THE CITY OF DENTON, TEXAS AND THE NOTED CURRENT
RECIPIENTS OF HOTEL OCCUPANCY TAX ("HOT") FUNDS, AND PRESCRIBING AN
EFFECTIVE DATE
WHEREAS, on September 2, 1997, the Council of the City of Denton, Texas passed
Ordinance numbers 97-243, 97-244, 97-245, 97-247, 97-248, 97-249, 97-250, 97-251, 97-252, 97-
253 and 97-254, (the "Approval Ordinances") approving and authorizing funding for certmn
con~'acts 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 during each quarter of the fiscal year in the promotion of tourism, and
WHEREAS, in the future, the City Council wishes to award such momes on a quarterly
basis, in advance of performance, during each quarter of the calendar year, commencing with
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, in 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 authorized by the City of Denton to be extended under then: existing terms
for a period of three months, except that paragraphs 1 2(b) and 5 1 of each such contract are hereby
modified upon acceptance to the extent that they are inconsistent with this Ordinance, such that all
dutms set forth for performance prior to September 30, 1998 shall be performed by December 31,
1998, and such that no addllaonal payment to the other parties named in smd contracts for services
rendered dunng October, November and December 1998, shall be prod a~er payment of the fourth
quarter payment already defined m the contract
SECTION II That passage of ttus orchnance constitutes a revocable offer of the City of
Denton, Texas, wluch may be accepted by each of the other pames, either by written confirmation,
or by performance of the duhes set forth in the applicable contracts dunng the extended term, after
delivery of a copy of ttus ordinance to the other parties, in the manner established m paragraph 6 5
of each applicable contract
SECTION 1II That tbas ordinance shall become effective immediately upon its passage and
approval.
Page 1 of 2
JAC~.~L~_.R, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
Page 2 of 2