1994-053E:\~PDOCS\ORD\CAHPUS.THE
O DZHANC . HO.
AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BETWEEN
THE CITY OF DENTON AND THE GREATER DENTON ARTS COUNCIL; AUTHORIZING
THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the City Council has determined that it is in the best
interest of the citizens of the City to provide public funds to the
Greater Denton Arts Council, in consideration of the valuable
public services to be furnished by said organization to the city of
Denton in restoring the historic Campus Theatre; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. That the city Council hereby approves the Agreement
attached hereto, between the City of Denton and the Greater Denton
Arts Council, and authorizes the Mayor to execute said Agreement.
SECTION II. That the city Council authorizes the expenditure
of funds in the amount of One Hundred Seventeen Thousand Seven
Hundred Eleven Dollars ($117,711.00) in accordance with the terms
of the contract.
SECTION III. That this ordinance shall become effective
immediately upon its passage and approval.
PASSED AND APPROVED this the~~ day of ~, 1994.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
DEBRA A. DRAYOVITCH, CITY ATTORNEY
AGREEMENT BETWEEN THE CITY OF DENTON
AND THE GREATER DENTON ARTS COUNCIL
This Agreement made between the City of Denton, Texas, a
Municipal corporation (the city) and the Greater Denton Arts
Council, a non-profit corporation incorporated under the laws of
the State of Texas (the GDAC).
Whereas, TEX. TAX CODE §351.002 authorizes the city to levy by
ordinance a municipal hotel occupancy tax (Hotel Tax) which may be
used, pursuant to TEX. TAX CODE §351.101(a)(5), for historical
restoration and preservation projects at or in the immediate
vicinity of convention center facilities or located elsewhere in
the municipality or its vicinity that would be frequented by
tourists, convention, delegates, or other visitors to the munici-
pality; and
Whereas, the City entered into an agreement with GDAC (the
Steam Plant Contract) effective April 1, 1990 for the payment of
hotel tax revenues to be used for the restoration and renovation of
the old city Steam Plant, and paid GDAC the sum of One Hundred
Seventeen Thousand Dollars ($117,711.00) pursuant to such contract
and said funds have not yet been expended; and
Whereas, on the 9th day of December, 1993, GDAC requested that
the city transfer these funds for the use of the renovation of the
Campus Theatre, which is a historical site; and
Whereas, the city finds it is appropriate to allocate hotel
tax revenue funds to be used for the specific purpose of renovating
the Campus Theatre, and that such renovation and restoration shall
benefit the citizens of Denton; and
Whereas, TEX. TAX CODE §351.101 (c) authorizes the city to
delegate by contract with the GDAC as a private organization the
management and supervision of programs and activities of the type
described above funded with revenue from the hotel tax;
NOW, THEREFORE, in consideration of the performance of the
covenants contained herein, city and GDAC agree as follows:
I. HOTEL TAX REVENUE PAYMENT TO GDAC
1.1 Consideration. For and in consideration of the GDAC raising
the necessary private funds and undertaking the renovation,
restoration, and preservation of the "Campus Theatre", the City
agrees to authorize GDAC to apply the sum of one hundred seventeen
thousand seven hundred eleven dollars ($117,711.00). GDAC is
currently in possession of these funds which it has received from
the city pursuant to the Steam Plant Contract, toward the restora-
tion and preservation of the Campus Theatre.
1.2 This Agreement shall not affect the agreement of the 2nd day
of October, 1990 between the parties (the Utility Agreement),
except that to the extent payment is authorized under this
Agreement, it shall override Section I.C.2. of the Utility
Agreement.
II. USE OF HOTEL TAX REVENUE BY GDAC
2.1 Use of Funds. For and in consideration of the payment by the
City to the GDAC of the agreed payments, GDAC covenants and rep-
resents that it will utilize such funds solely for the purposes of
improving, repairing, restoring and preserving the Campus Theatre
property, all purposes authorized by TEX. TAX CODE §351.101(a) (5).
Such expenditures may include architectural and engineering
expenses incurred in the restoration of the Campus Theatre.
2.2 Specific Restrictions on Use of Funds. The hotel tax funds
and any interest accruing therefrom received from the City by the
GDAC may not be used for administrative costs or expenses,
including day-to-day operations, supplies, salaries, office rental,
travel expenses, or other administrative costs of the GDAC.
III. RECORD KEEPING AND REPORTING REQUIREMENTS
3.1 Budget. The GDAC shall present a budget to the City which
shall set forth the planned expenditures of the hotel tax funds.
The City Council must approve the budget before GDAC may expend any
of the funds. The approval of such budget by the Denton City
Council creates a fiduciary duty in the GDAC with respect to the
hotel tax funds paid by the city to the GDAC under this Agreement.
The GDAC shall expend hotel tax funds only in the manner and for
the purposes specified in the budget as approved by the City.
3.2 Separate Accounts. The GDAC shall maintain the hotel tax
funds paid to the GDAC by the city, pursuant to this Agreement, in
a separate account or accounts established for such purpose and may
not commingle such hotel tax funds with any other money or maintain
such hotel tax funds in any other account.
3.3 Financial Records. The GDAC shall maintain complete and
accurate financial records of each expenditure of the hotel tax
funds made by the GDAC and, upon request of the Denton City Council
or the City's Executive Director of Finance or his designee, shall
make such financial records available for inspection and review by
the Denton City Council or the city's Executive Director of Finance
or his designee. GDAC agrees to continue to make such records
available to city for a period of three years after the termination
of this Agreement.
3.4 Quarterly Reports. The GDAC shall furnish to the City a
report of the services performed and expenditures made by the GDAC
under this Agreement within thirty (30) days after the end of each
fiscal quarter of this Agreement. Such report shall summarize the
activities of the GDAC in performance of the services specified in
2.1 and 2.2 above and the expenditure of the hotel tax funds
received by the GDAC from the City.
PAGE 2
IV. INDEI~IFICATION ~ND INSUI~NCE
4.1 Indemnification. The GDAC agrees to indemnify, hold harmless,
and defend the City, its officers, agents, and employees form and
against any and all claims or suits for injuries, damage, loss, or
liability of whatever kind or character, arising out of or in con-
nection with the performance by the GDAC of those services contem-
plated 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 or omissions of GDAC, its officers, employees,
agents, sub-contractors, licensees and invitees. In case of our
action filed against City as a result of such action or omission,
GDAC agrees to hire counsel acceptable to City to defend City in
such aotion or proceeding. City shall not unreasonably withhold
acceptance of such counsel.
4.2 Insurance. That GDAC require all independent contractors have
and maintain general liability insurance or owners' and contrac-
tors' protective liability insurance.
V. GENERAL PROVISIONS
5.1 Subcontract for Performance of Services. Nothing in this
Agreement shall prohibit, nor be construed to prohibit, the
agreement by the GDAC with another private entity, person, or
organization for the performance of those services described in 2.1
above. In the event that the GDAC enters into any arrangement,
contractual or otherwise, with such entity, person, or organiza-
tion, the GDAC shall cause such other entity, person, or organiza-
tion to adhere to, conform to, and be subject to all provisions
terms, and conditions of this Agreement and TEX. TAX CODE Chap.
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. The GDAC 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 GDAC shall have exclusive control of its opera-
tions and performance of services hereunder, and such persons,
entities, or organizations performing the same and the GDAC shall
be solely responsible for the acts and omissions of its directors,
officers, employees, agents, and subcontractors. The GDAC shall
not be considered a partner or joint venturer with the City, nor
shall the GDAC be considered not in any manner hold itself out as
an agent or official representative of the city.
5.3 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, addressed to the respective parties
as follows:
PAGE 3
city~ Greater Denton Arts Council:
city Manager Executive Director
City of Denton Greater Denton Arts Council
215 E. McKinney 207 S. Bell
Denton, TX 76201 Denton, TX 76201
VI. TERMINATION
6.1 Termination. This Agreement shall commence on the~~(~ day
of March, 1994 and continue until completion of the renovation of
the Campus Theatre, or midnight on February 28, 2000, whichever
occurs first. In the event GDAC has not expended all of the hotel
tax funds by the termination date, it shall return the funds,
together with interest earned thereon, to the city, unless the City
shall extend the term of this Agreement. Upon written request of
GDAC, the City may extend this Agreement for two (2) additional
terms of one year each.
6.2 Termination for Cause. In the event either shall breach or
fail to comply with any provision of this Agreement and shall fail
to remedy such breach within 30 days after written notice of such
breach is given to the breaching party by the other party, this
Agreement may be terminated.
EXECUTED this ~ day of ~ , 1994.
THE CITY OF DENTON, TEXAS
Bob Cast
ATTEST:
Jennifer Walters, City Secretary
APPROVED AS TO LEGAL FORM:
Debra A. Drayovitch, City Attorney
PAGE 4
LESSEE
Veronica Beasle_y.6~resident
GDAC Board of Directors
ATTEST:
By:
Carol Alexander, Secretary
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