1994-181E=~NPDOCS\ORD\SCIENCE.ORD
AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BETWEEN
THE CITY OF DENTON AND SCIENCE LAND OF DENTON; 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
Science Land of Denton in consideration of the valuable public
services to be furnished by said organization to the city of
Denton; 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 Science Land of
Denton, and authorizes the Mayor to execute said Agreement.
SECTION II. That the city Council authorizes the expenditure
of funds in the amount of Seven Thousand Dollars ($7,000.00) 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.
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
DEBRA A. DRAYOVITCH, CITY ATTORNEY
6:\SC]ENCE
AGREEMENT BETWEEN THE CITY OF DENTON ~D
SCIENCE LAND OF DENTON
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 Science Land of Denton, a non-
profit corporation incorporated under the laws of the State of
Texas (the "Museum"):
WHEREAS, TEX. TAX CODE §351.002 authorizes the city to levy
by ordinance a municipal hotel occupancy tax ("hotel tax") not ex-
ceeding seven percent (7%) of the consideration paid by a hotel
occupant; and
WHEREAS, by ordinance 86-67, the 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) (5) authorizes the City
to use revenue from its municipal hotel occupancy tax to promote
tourism and the convention and hotel industry by performing his-
torical restoration and preservation projects or activities or
advertising and conducting solicitations and promotional programs
to encourage tourists and convention delegates to visit preserved
historic sites or museums at or in the immediate vicinity of con-
vention center facilities, or located elsewhere in the municipality
or its vicinity that would be frequented by tourists, convention
delegates, or other visitors to the municipality; and
WHEREAS, the Museum is well equipped to perform those
activities; and
WHEREAS, TEX. TAX CODE §351.101 (c) authorizes the city to
delegate by contract with the Museum as a private organization 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, the City and the
Museum agree and contract as follows:
I. HOTEL TAX REVENUE PAYMENT TO MUSEUM
1.1 Consideration. For and in consideration of the activities to
be performed by the Museum under this Agreement, the City agrees to
pay the Museum 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 Museum sometimes herein referred to as "the
agreed payments".
1.2 Amount of Payments to Huseum. The city shall pay to the
Museum Seven Thousand Dollars ($7,000.00) for the period October l,
1994 until March 31, 1995, in monthly increments of One Thousand
One Hundred Sixty-six Dollars and Sixty-six Cents ($1,166.66).
1.3 Dates of Payments to Museum. City shall pay the Museum the
agreed payments specified in 91.2 above monthly. Each such monthly
payment shall be paid to the Museum on or before the 5th day of
each month with the first payment due October 5, 1994.
II. USE OF HOTEL TAX REVENUE BY MUSEUM
2.1 Use of Funds. For and in consideration of the payment by the
City to the Museum of the agreed payments of hotel tax funds speci-
fied above, the Museum agrees to use such hotel tax funds only for
the purpose of performing historical restoration and preservation
projects or activities or advertising and conducting solicitations
and promotional programs to encourage tourists and convention
delegates to visit preserved historic sites or museums located in
the city of Denton or its vicinity that would be frequented by
tourists, convention delegates, or other visitors to the City of
Denton, as authorized by TEX. TAX CODE §351.101 (a) (5).
2.2 Administrative costs. The hotel tax funds received from the
city by the Museum 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
Museum of those activities specified in 92.1 above.
2.3 Speoifio Restrictions on Use of Funds.
(a) That portion of total administrative costs of the
Museum for which hotel tax funds may be used shall not exceed that
portion of the Museum's administrative costs actually incurred in
conducting the activities specified in 92.1 above.
(b) Hotel tax funds may not be spent for travel for a
person to attend an event or conduct an activity the primary pur-
pose of which is not directly related to the promotion of tourism
and the convention and hotel industry.
III. RECORD KEEPING AND REPORTING REQUIREMENTS
3.1 Budget.
(a) On or before the effective date of this Agreement,
the Museum shall prepare and submit to the City Manager of the city
an annual budget for the next ensuing fiscal year of this Agreement
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for the Museum. The city shall not pay to the Museum any hotel tax
funds during any fiscal year of this Agreement unless such budget
for such respective fiscal year has been approved in writing by the
Denton city Council.
(b) The Museum acknowledges that the approval of such
budget by the Denton city Council creates a fiduciary duty in the
Museum with respect to the hotel tax funds paid by the city to the
Museum under this Agreement. The Museum 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 Museum shall maintain any hotel tax
funds paid to the Museum by the city 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 Museum shall maintain complete and
accurate financial records of each expenditure of the hotel tax
funds made by the Museum 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 Coulncil or the city's Executive Director
of Finance or his designee.
3.4 Quarterly Reports. The Museum shall furnish to the city a
report of the services performed by the Museum 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
Museum in performance of the activities specified in ~2.1 and ~2.2
above and the receipt of the agreed payments and expenditure of the
hotel tax funds received by the Museum from the city.
3.5 Notice of Meetings. The Museum shall give the City Manager
of the city advance written notice of the time and place of general
meetings of the Museum's Board of Directors. Such notice shall be
given in the same manner and at the same time as notice is given of
such meetings to members of such board. This provision shall not
be deemed to require the Museum to admit the city Manager to any
executive session of the Executive Committee of the Museum.
IV. INDEMNIFICATION
4.1 Indemnification. Museum shall indemnify and hold harmless
the City from any and all claims, suits, actions, liabilities and
reasonable defense costs, for bodily injury to individuals and
physical damage to tangible property or other injury to the extent
caused by the negligence or willful misconduct of the Museum, its
PAGE 3
officers, employees, agents, subcontractors, licensees and
invitees, while Museum is engaged in the performance of services
under this Agreement; provided, however, that if there is also
fault on the part of the city, the foregoing indemnity shall be on
a comparative fault basis.
The provisions of this section are solely for the benefit of
the parties hereto and not intended to grant any rights,
contractual or otherwise, to any other person or entity.
V. TERM AND TERMINATION
5.1 Term. The term of this Agreement shall commence October 1,
1994 and terminate at midnight on March 31, 1995.
5.2 Termination.
(a) This Agreement may be terminated by either party by
giving the other party thirty (30) days advance written notice.
(b) This Agreement shall automatically terminate upon
the occurrence of any of the following events:
(i) The termination of the corporate
existence of the Museum;
(ii) The insolvency of the Museum,
the filing of a petition in bankrupt-
cy, either voluntarily, or involun-
tarily, or an assignment by the Museum
for the benefit of creditors; or
(iii) The continuation of a breach of
any of the terms or conditions of this
Agreement by either the City or the
Museum for more than thirty (30) days
after written notice of such breach is
given to the breaching party by the
other party.
VI. OENERAL PROVISIONS
6.1 Subcontract for Performance of Services. Nothing in this
Agreement shall prohibit, nor be construed to prohibit, the agree-
ment by the Museum with another private entity, person, or organi-
zation for the performance of those services described in 92.1
above. In the event that the Museum enters into any arrangement,
contractual or otherwise, with such entity, person or organization,
the Museum shall cause such other entity, person, or organization
to adhere to, conform to, and be subject to all provisions, terms,
PAGE 4
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.
6.2 Independent Contraotor. The Museum shall operate as an in-
dependent contractor as to all services to be performed under this
Agreement and not as an officer, agent servant, or employee of the
city. The Museum shall have exclusive control of its operations
and performance of services hereunder, and such persons, entities,
or organizations performing the same and the Museum shall be solely
responsible for the acts and omissions of its directors, officers,
employees, agents, and subcontractors. The Museum shall not be
considered a partner or joint venture with the city, nor shall the
Museum be considered nor in any manner hold itself out as an agent
or official representative of the City.
6.3 Assignment. The Museum shall not assign this Agreement with-
out first obtaining the written consent of the City.
6.4 Notiae. 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:
City Museum
City Manager President, Board of Trustees
city of Denton Science Land of Denton
215 E. McKinney P.O. Box 1338
Denton, TX 76201 Denton, TX 76202
6.5 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 obliga-
tion of the city and the Museum and their respective successors and
assigns.
6.6 Applioation of Laws. Ail 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.
6.7 Exolusive 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
PAGE 5
agreement, which are not fully expressed herein. The tens and
conditions of this ~reement shall prevail notwithstanding any
variance in this agreement from the tens and conditions of any
other document relating to this transaction or these transactions.
6.8 Dupli~&te Origin&is. This Agreement is executed in duplicate
originals.
6.9 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 tens of the
section and paragraph so designated. ,
EXECUTED this the~/' day o~1994.
JENNIFER WALTERS, CITY SECRETARY
DE~A A. D~YOVITCH, CITY ATTO~EY
SCIENCE ~ND OF DENTON
ATTEST: APPROVED AS TO LEGAL FO~:
Secretary ' ~' ~J
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