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1990-029NOTE: Amended by 94-119 ORDINANCE NO. "/_Q,29 AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF DENTON AND THE NORTH TEXAS FAIR ASSOCIATION 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 North Texas Fair Association 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 they 6`4 day of , 1990. V RAY ST H NS, YOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APP VED AS TO LEGAL FORM: DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY BY: NTFA.ord AGREEMENT BETWEEN THE CITY OF DENTON AND THE NORTH TEXAS FAIR ASSOCIATION PROVIDING FOR THE PAYMENT AND USE OF HOTEL TAX REVENUE This Agreement made between the City of Denton, Texas, a municipal corporation (the "City"), and the North Texas Fair Association, a non-profit corporation of the State of Texas (the "Association"): WHEREAS, V.T.C.S., 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 No. 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, V.T.C.S., Tax Code §351.101 (a), authorizes the City to use revenue derived from its 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 municipality or its vicinity; and WHEREAS, the Association is well equipped to perform the authorized activities and services on behalf of the City; NOW, THEREFORE, in consideration of the performance of the mutual agreements contained herein, the City and the Association agree as follows: I. HOTEL TAX REVENUE PAYMENTS A. Consideration. In consideration of the services to be performed by the Association, the City agrees to pay the Association, during 1990, from hotel tax revenue collected by the City the sum of money equal to the amount of hotel tax revenue received by the City from the hotel tax at a rate of one percent (1%) of the cost of a room. During 1991, the City shall pay to Association a sum equal to the amount of hotel tax revenue received by the City at a rate of ninety-eight percent (98%) of one percent (1%) of the cost of a room. For the years 1992, 1993 and 1994, City agrees to pay Association a sum equal to the amount of hotel tax revenue received by City at a rate of ninety-five percent (95%) of one percent (1%) of the cost of a room. As used in this paragraph, "hotel tax revenue" shall mean the monies collected by the City resulting from the City's assessment of a municipal hotel occupancy tax as authorized by V.T.C.S., Tax Code §351.002, after deducting the following: (1) Any monies expended by the City for the collection of delinquent hotel tax assessments, including attorney's fees and court cost; (2) The reasonable expenses, including the cost of personnel, incurred by the City to perform an audit of any person responsible for collecting hotel tax assessments; and (3) The amount of any reimbursement made by the City to any person for the cost of collecting the hotel tax, as authorized by V.T.C.S., Tax Code §351.004. B. Dates of Payment. The annual payments shall be made in quarterly installments on or before the 45th day following the end of each quarter. The respective quarters will end on the last day of March, June, September, and December of each year. The first payment under this Agreement shall be made on or before May 15, 1990. Should the City amend the Code of ordinances of the City of Denton to require hotel operators to remit the hotel occupancy tax monthly, City shall pay Association monthly, on or before the 45th day following the end of each month. II. USE OF HOTEL TAX REVENUE A. Use of Funds. In consideration of the City's payment to the Association of the hotel tax revenue provided herein, the Association agrees to use the funds only for the purpose of advertising and conducting solicitations and promotional programs to attract tourists and convention delegates or registrants to the City of Denton or its vicinity, as authorized by V. T.C.S., Tax Code §351.101(a)(3). B. Administrative Costs. The hotel tax revenue paid to the Association under this Agreement may be spent for day-to-day operations, supplies, salaries, office rental, travel expenses, and other administrative costs only if those administrative costs are incurred directly in performing the activities authorized by this Agreement. If the Association conducts other activities for which the hotel tax revenue paid by the City are not specifically authorized under this Agreement, the portion of the total administrative costs of the Association for which hotel occupancy tax revenue may be used shall not exceed the portion of those administrative costs actually incurred in conducting the activities for which the hotel occupancy tax revenue may be used under this Agreement. C. Travel Expenses. Hotel tax revenue paid by the City to the Association shall not be spent for travel for any person to attend any event or conduct any 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. D. Notice of Meetings. The Association shall give the City Manager of the City written notice, at least five days in advance, of the time and place of any meeting of the governing body of the Association, which shall be open to the City Manager or his or her designee. III. RECORD KEEPING AND REPORTING REQUIREMENTS A. Budget. On or before July 31, 1990, and on or before the same date of each successive year during the term of this Agreement, the Association shall prepare and submit an annual budget to the City Council. City shall not pay any hotel tax revenue under this Agreement until and unless the City Council first approves in writing the Association's annual budget which provides for the use of those funds to be paid by City. The approval by the City Council of the City of the annual budget of the Association creates a fiduciary duty in the Association with respect to the hotel tax revenue provided by the City to the Association under this Agreement. B. Accounts. The Association shall maintain any hotel tax revenue received from the City in a separate account established for that purpose and shall not commingle that revenue with any other money or maintain it in any other account. The Association shall maintain complete and accurate financial records of each expenditure of hotel tax revenue on at least a monthly basis and shall make the records available for inspection and review by the City's Executive Director of Finance or his or her designee upon request. C. Reimbursement. In the event of the termination of this Agreement, the Association shall submit to the City a statement showing any expenses incurred by it for the present quarter in which the termination takes place and the City agrees to reimburse the Association, during that quarter, an amount equal to the lesser of the expenses incurred by the Association during that quarter or the amount they would normally be eligible to receive under the terms of this Agreement for that quarter. The City also realizes that the Association may have committed itself to pay expenses for authorized activities that will occur after the termination of this 3 Agreement, and the City agrees to reimburse the Association for such expenses up to the cumulative sum of $1,000.00, subject to the total maximum payment provided for in this Agreement. D. Reports. Within thirty days after the end of every quarter, the Association shall furnish to the City 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. The Association shall promptly respond to any request from the City Manager of the City for additional information relating to the activities performed under this Agreement. IV. INDEMNITY The Association agrees to indemnify, hold harmless, and defend the City, its officers, agents, and employees, from and against all claims or suits for injuries, damage, loss, or liability of whatever kind or character arising out of or in connection with this Agreement. V. TERM AND TERMINATION A. Term. The term of this Agreement shall be for a period of five years, commencing on January 1, 1990 and ending on December 31, 1994. B. Termination. This Agreement may be terminated by either party giving written notice to the other at least ninety (90) days prior to the date of termination. This Agreement shall automatically terminate upon occurrence of any of the following events: (1) The termination of the corporate existence of the Association; (2) The insolvency of the Association, the filing of a petition in bankruptcy, either by or against the Association, or an assignment by the Association for the benefit of creditors; or (3) The breach by the Association of any of the terms and conditions of this Agreement and the continuation of the breach for a period of ten (10) days after written 4 notice is given by the City to the Association of such breach. VI. MISCELLANEOUS PROVISIONS A. Independent Contractor. The Association 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 Association shall have exclusive control of its operations hereunder and the persons performing the same and the Association shall be solely responsible for the acts and omissions of its officers, employees, and agents. The Association shall not be considered a partner or joint venturer with the City, nor shall the Association be considered nor in any manner hold itself out as an agent or official representative of the City. B. Assignment. The Association shall not assign this agreement without first obtaining the written consent of the City. C. Notice. Any notice required to be given under this Agreement shall be effective if and when given in writing and deposited in the United States Mail, certified or registered mail, return receipt requested, on the date so deposited and addressed to the respective parties as follows: City Association City Manager President City of Denton North Texas Fair Association 215 East McKinney P. O. Box 1695 Denton, Texas 76201 Denton, Texas 76202 D. Successors. This Agreement shall be binding upon the successors and assigns of the respective parties. E. Entire Agreement. This written instrument contains the entire agreement between the parties, and neither party has relied on any prior or contemporaneous representations, either oral or written, that are not contained in this Agreement. F. Application of Laws. All the terms, conditions and stipulations 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. EXECUTED on this the ~ day of , 1990. 5 CITY OF DENTON, TEXAS BY: RAY HENS MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY BY: NORTH TEXAS FAIR ASSOCIATION BY: alv~ AL-'~ J ES RODEN, PRESIDENT ATTEST: SECRETARY fair 6 E:\NPDOCS\ORD\NTFAIR.AMD ORDINANCE NO. ( 4 N/~ AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AMENDMENT NO. 1 TO PATHE CITY OF YMENT AND USE T OF HOTEL E TANORTH TEXAS X REVENUE; AND AGREEMENT THE ASS CIATION F R BETWEEN 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 North Texas Fair Association 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. 90-029, 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. APPROVED AS TO LEGAL FORM: DEBRA A. DRAYOVITCH, CITY ATTORNEY BY: AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE CITY OF DENTON AND THE NORTH TEXAS FAIR ASSOCIATION FOR THE PAYMENT AND USE OF HOTEL TAX REVENUE WHEREAS, on February 20, 1990, the City Council approved an Agreement with the North Texas Fair Association for the payment and use of hotel tax revenue, the Agreement to terminate on December 31, 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 North Texas Fair Association is agreeable to the extension; NOW, THEREFORE, the parties agree: Section I. That Article V. (Term and Termination) Section A. (Term) of the Agreement between the North Texas Fair Association and the City of Denton, approved by the City Council on February 20, 1990, the "Agreement", is hereby amended to read as follows: A. Term. The term of this Agreement shall commence January 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: AP AS TO LEGAL FORM: DEBRA A. DRAYOVITCH, CITY ATTORNEY BY: ` NORTH TEXAS FAIR ASSOCIATION BY: ES RODEN, PRESIDENT ATTEST: BY: SECRETARY e:\wpdocs\k\ntfa.amd PAGE 2