1990-041NOTE: Amended by 94-118
ORDINANCE NO.
AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BETWEEN
THE CITY OF DENTON AND THE DENTON 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 City of Denton and the Denton Chamber of
Commerce for the payment and use of hotel tax revenue, under the
terms and conditions contained in the agreement, a copy of which is
attached hereto and made a part hereof.
SECTION II. That the City Council hereby authorizes the
expenditure of funds as set forth in the agreement.
SECTION III. That this ordinance shall become effective
immediately upon its passage and approval.
PASSED AND APPROVED this the aj&day of 1990.
RAY ST"' 6 EN , MAYO
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROLVED AS TO LEGAL FORM:
DEBRA ADAMII DRAYCITY ATTORNEY
BY : &bta) -6.7' Lt, Ci~t 11
DCC.ord
2924L
AGREEMENT BETWEEN THE CITY OF DENTON AND
THE DENTON CHAMBER OF COMMERCE
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 Denton Chamber of Commerce,
a non-profit corporation incorporated 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 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) authorizes the City to use
revenue from its municipal hotel occupancy tax to promote tourism
and the convention and hotel industry by advertising and conduct-
ing solicitations and promotional programs to attract tourists and
convention delegates or registrants to the municipality or its
vicinity; and
WHEREAS, the Chamber is well equipped to perform those activi-
ties through its Denton Convention and Visitors Bureau; and
WHEREAS, TEX. TAX CODE §351.101 (c) authorizes the City to
delegate by contract with the Chamber 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
Chamber agree and contract as follows:
I. HOTEL TAX REVENUE PAYMENT TO CHAMBER
1.1 Consideration. 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 Amount of Payments to Chamber.
(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, fiscal quarter, or
calendar month) 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 86-87, 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.
(ii) The term "base payment amount" shall mean an
amount of money equal to three sevenths (3/7ths) of
the total hotel tax revenue collected by the City
during any relevant period of time (i.e. fiscal year,
fiscal quarter, or calendar month), 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 compliance, such
collection and auditing costs to include fees paid to
attorneys or other 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.
(iii) In the event that the municipal hotel occupancy
tax rate is reduced from the current rate of 7% to 6%,
the term "base payment amount" shall be deemed to mean
an amount of money equal to three sixths (3/6ths) of
the total hotel tax revenue, as defined above, col-
lected by the City during any relevant period of time
(i.e. fiscal year, fiscal quarter, or calendar month),
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
compliance, such collection and auditing costs to in-
clude fees paid to attorneys or other agents not in
the regular employ of the City and which attorneys or
agents effect collection of the hotel tax from tax-
payers or audit such taxpayers, and (2) court costs
and expenses incurred in litigation against or audit-
ing of such taxpayers.
PAGE 2
(b) The City shall pay to the Chamber an amount of money
equal to one hundred percent (100%) of the base payment amount
for the period April 1, 1990 until September 30, 1990.
(c) The City shall pay to the Chamber an amount of money
equal to ninety eight percent (98%) of the base payment amount
for the first (lst) full fiscal year of this contract, such fiscal
year being October 1, 1990 to September 30, 1991.
(d) The City shall pay to the Chamber an amount of money
equal to ninety five percent (95%) of the base payment amount for
the second, third, and fourth (2nd, 3rd, and 4th) full fiscal
years of this contract, such fiscal years being October 1, 1991
to September 30, 1992, October 1, 1992 to September 30, 1993, and
October 1, 1993 to September 30, 1994.
1.3 Dates of Payments to Chamber.
(a) The term "quarterly payments" shall mean payments by
the City to the Chamber of those amounts specified in 41.2 above
as determined by the hotel tax revenue collected by the City dur-
ing any one fiscal quarter during the term of this Agreement. The
term "monthly payments" shall mean payments by the City to the
Chamber of those amounts specified in 41.2 above as determined by
the hotel tax revenue collected by the City during any one calen-
dar month during the term of this Agreement.
(b) City shall pay the Chamber the agreed payments speci-
fied in 41.2 above quarterly. Each such quarterly payment shall
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.
(c) Should the City, by amendment to the Code of Ordi-
nances of the City of Denton, require that the hotel tax be paid
on a monthly basis, the agreed payments by the City to the Chamber
specified in 41.2 above shall be paid monthly. Each such monthly
payment shall be paid to the Chamber on or before the forty-fifth
(45th) day after the last day of such respective calendar month
for which such payment is due.
II. USE OF HOTEL TAX REVENUE BY CHAMBER
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 the purposes of advertising and conducting solicitations
and promotional programs to attract tourists and convention dele-
gates or registrants to the City of Denton or its vicinity, as
authorized by TEX. TAX CODE 4351.101 (a)(3).
PAGE 3
2.2 Administrative Costs. The hotel tax funds received from
the City by the Chamber may be spent for day-to-day operations,
supplies, salaries, office rental, travel expenses, and other
administrative costs that are incurred directly in the perfor-
mance by the Chamber of those activities specified in 42.1 above.
2.3 Specific Restrictions 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 conducting 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 job in an efficient and professional manner.
III. RECORD KEEPING AND REPORTING REQUIREMENTS
3.1 Budget.
(a) On or before July 31st of each calendar year during
the term of this Agreement, the Chamber shall prepare and submit
to the City Manager of the City an annual budget for the next
ensuing fiscal year of this Agreement for the Denton Convention
and Visitors Bureau and any other operation or function of the
Chamber in which the hotel tax funds shall be used by the Chamber.
The City shall not pay to the Chamber any agreed payments or hotel
tax funds during any fiscal year of this Agreement unless such
budget for such respective fiscal year has been approved in writ-
ing by the Denton City Council.
(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
the budget as approved by the City.
3.2 Separate Accounts. The Chamber shall maintain any hotel
tax funds paid to the Chamber 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 Chamber shall maintain complete
and accurate financial records of each expenditure of the hotel
PAGE 4
tax funds made by the Chamber and, upon reasonably advance written
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.
3.4 Quarterly Reports. The Chamber shall furnish to the City
a report of the services performed by the Chamber under this
Agreement within thirty (30) days after the end of each fiscal
quarter of this Agreement. Such report shall summarize the activ-
ities of the Chamber in performance of the services specified in
42.1 and 42.2 above and the receipt of the agreed payments and
expenditure of the hotel tax funds received by the Chamber from
the City.
3.5 Notice of Meetings. The Chamber shall give the City
Manager of the City reasonable advance written notice of the time
and place of general meetings of the Denton Chamber of Commerce
Board of Directors as well as any other meeting of any consti-
tuency of the Chamber at which this Agreement or any matter the
subject of this Agreement shall be considered. This provision
shall not be deemed to require the Chamber to give notice of any
executive session of the Executive Committee of the Chamber.
IV. REIMBURSEMENT AND INDEMNIFICATION
4.1 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 42.1 above or expenses or costs incurred
by the Chamber as described in 42.2 above. The City is obligated
to reimburse the Chamber for expenses and costs as described in
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 obligation shall be limited to the lesser of the
actual expenses and costs incurred 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 period.
4.2 Reimbursement of Chamber for Contractual Obligations. 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
contractual obligations of the Chamber undertaken by the Chamber
in performance of those services specified in 42.1 above, condi-
tioned upon such contractual obligations having been incurred and
entered into in the good faith performance of those services con-
PAGE 5
templated in 42.1 above, and further conditioned upon such con-
tractual obligations having a term not exceeding the full term of
this Agreement. Notwithstanding any provision hereof to the con-
trary, the obligation of the City to reimburse the Chamber or to
assume the performance of any contractual obligations of the
Chamber for or under any contract entered into by the Chamber as
contemplated herein shall not exceed TEN THOUSAND DOLLARS
($10,000.00). Such monetary limitation is cumulative of all
contractual obligations and shall not be construed as a mone-
tary limitation on a per contract basis.
4.3 Payment of Reimbursement to Chamber.
(a) With respect to expenses and costs incurred by the
Chamber for which the City is obligated to reimburse the Chamber
pursuant to 44.1 above, the City shall pay such reimbursement
amount due, if any, to the Chamber 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 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 contrac-
tual obligation in such amounts and at those times such contrac-
tual costs and expenses are due and payable according to the terms
of such contract limitation set forth in 44.2 above.
4.4 Indemnification. The Chamber agrees to indemnify, 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 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 Chamber, its officers, employees, agents,
subcontractors, licensees and invitees.
V. TERM AND TERMINATION
5.1 Term. The term of this Agreement shall be for four and
one-half (4-1/2) years, commencing April 1, 1990 and terminating
at midnight on September 30, 1994. This term shall be comprised
of an initial period of six (6) months and subsequent four (4)
fiscal years, each fiscal year constituting the period from
October 1 of a calendar year to the next ensuing September 30.
PAGE 6
5.2 Termination.
(a) This Agreement may be terminated by either 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 corporate existence
of the Chamber;
(ii) The insolvency of the Chamber, the filing
of a petition in bankruptcy, either vol-
untarily or involuntarily, or an assign-
ment by the Chamber 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 Chamber for more
than thirty (30) days after written notice
of such breach is given to the breaching
party by the other party.
VI. GENERAL PROVISIONS
6.1 Subcontract for Performance of Services. Nothing in this
Agreement shall prohibit, nor be construed to prohibit, the
agreement by the Chamber with another private entity, person, or
organization for the performance of those services described in
42.1 above. In the event that the Chamber enters into any ar-
rangement, contractual or otherwise, with such other entity,
person or organization, the Chamber 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
TEX. TAX CODE Chap. 351, including reporting requirements, sepa-
rate funds maintenance, and limitations and prohibitions pertain-
ing to expenditure of the agreed payments and hotel tax funds.
6.2 Acknowledgment of Denton Convention and Visitors Bureau.
The City acknowledges that the services contemplated in this
Agreement may be performed by the Denton Convention and Visitors
Bureau, a wholly-owned and managed entity within the Chamber.
Any and all rights, benefits, obligations, and duties under this
Agreement, including reporting requirements, separate funds main-
tenance, and limitations and prohibitions pertaining to the ex-
penditure of the agreed payments and hotel tax funds, shall inure
to the benefit and obligation of the Denton Convention and
PAGE 7
Visitors Bureau. The Bureau shall not be construed to be a sub-
contractor or assignee under 1f6.1 or 46.4 of this Agreement.
6.3 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 per-
sons, entities, or organizations performing the same and the
Chamber shall be solely responsible for the acts and omissions of
its 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.
6.4 Assignment. The Chamber shall not assign this Agreement
without first obtaining the written consent of the City.
6.5 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
Chamber
If by Mail:
City Manager President
City of Denton Denton Chamber of Commerce
215 E. McKinney Drawer P
Denton, TX 76201 Denton, TX 76202
If by hand-delivery:
President
Denton Chamber of Commerce
414 W. Parkway
Denton, TX 76201
6.6 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 obli-
gation of the City and the Chamber and their respective successors
and assigns.
6.7 Application of Laws. All terms, conditions, and provi-
sions of this Agreement are subject to all applicable federal
laws, state laws, the Charter of the City of Denton, all ordi-
nances passed pursuant thereto, and all judicial determinations
relative thereto.
PAGE 8
6.8 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 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 condi-
tions 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.
6.9 Duplicate Originals. This Agreement is executed in
duplicate originals.
6.10 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 limi-
tation, definition, or extensiooon of the specific terms of the
section and paragraph so designated.
EXECUTED this ~ day of 1990.
THE CITY OF DENTON, TEXAS
ATTEST:
r
By: 1
J ni e Walters,
ty Se retary
ATTEST:
By:
`\~,1~ Q2 k3~1 /►lSL
0etary
By:
Ray S ephens, Mayor
APPROVEDrr S TO LEGAL FORM
By:
Debra Adami Dray itch,
City Attorney V
DENTON CHAMBER OF COMMERCE
By.. G.:L'L ✓o \__fi l'." i
Charles W. Carpenter,
President
APPROVED/'AS TO LEGAL FORM:
By:
Davi Bi es, ttorney
PAGE 9
E:\WP000S\0RD\LHAM8ER.AMD
ORDINANCE NO. q41-11?
AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AMENDMENT NO. 1 TO
THE AGREEMENT BETWEEN THE CITY OF DENTON AND THE DENTON 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
Amendment No. 1 to the agreement between the City of Denton and the
Denton Chamber of Commerce for the payment and use of hotel tax
revenue, under the terms and conditions contained in the agreement,
a copy of which is attached hereto and made a part hereof.
SECTION II. That the City Secretary is hereby directed to
attach a copy of this ordinance to Ordinance No. 90-041 and to
inscribe upon the face thereof that this Amendment No. 1 was
executed.
SECTION III. That this ordinance shall become effective immed-
iately upon its passage and approval.
PASSED AND APPROVED this the ~~day of , 1994.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: 1
AP OVED AS TO LEGAL FORM:
DEBRA A. DRAYOVITCH, CITY ATTORNEY
BY :
AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN
THE CITY OF DENTON AND THE DENTON CHAMBER OF COMMERCE
FOR THE PAYMENT AND USE OF HOTEL TAB REVENUE
WHEREAS, on March 20, 1990, the City Council approved an
Agreement with the Denton Chamber of Commerce for the payment and
use of hotel tax revenue, the Agreement to terminate on September
30, 1994; and
WHEREAS, as the City is in the process of reviewing all of its
agreements for the payment and use of hotel tax revenue, the City
wishes to extend the term of the contract through March 31, 1995 to
provide sufficient time for review and incorporate into the
agreement the newly enacted House Bill 1122; and
WHEREAS, the Chamber of Commerce is agreeable to the exten-
sion; NOW, THEREFORE, the parties agree:
Section I. That Article V. (Term and Termination) Section A.
(Term) of the Agreement between the Chamber of Commerce and the
City of'Denton, approved by the City Council on March 20, 1990, the
"Agreement", is hereby amended to read as follows:
A. Term. The term of this Agreement shall commence
April 1, 1990 and end on March 31, 1995.
Section II. That Article III. D. of the Agreement is hereby
amended as follows:
D. Reports. Within thirty days after the end of every
quarter, the Association 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 Associa-
tion shall promptly respond to any request from the City
Manager of the City for additional information relating
to the activities performed under this Agreement.
Section III. That in all other respects, the terms and con-
ditions of the Agreement shall continue to be in full force and
effect.
EXECUTED on this the day of , 1994.
CITY OF DENTON, TEXAS
BY:
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: vaz&ad
APP OVED AtTO G AL FORM:
DEBRA A. DRAYOVITCH, CITY ATTORNEY
BY: (L.1
DENTON CHAMBER OF COMMERCE
BY: Lc"-,
ATTEST:
BY:
SECRETARY
e:\wpdocs\k\chambr2.amd
PAGE 2
CHUCK CARPEN R, PRESIDENT