1986-0681394' •
NO. 6~v 7~P8
AN ORDINANCE APPROVING AN AGREEMENT BETWEEN THE CITY OF DENTON
AND NORTH TEXAS STATE FAIR ASSOCIATION RELATIVE TO PROMOTIONAL
ADVERTISING AND SOLICITATION SERVICES TO BE PERFORMED BY THE
ASSOCIATION ON BEHALF OF THE CITY; AND DECLARING AN EFFECTIVE
DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I.
That the City Council of the City of Denton hereby approves
an agreement between the City and the North Texas State Fair
Association relative to promotional advertising and solicitation
services to be performed by the Association on behalf of the
City, a copy of which is attached hereto and incorporated by
reference herein.
SECTION II.
That this ordinance shall become effective immediately upon
its passage and approval.
PASSED AND APPROVED this the A51 day of April, 1986.
CI C A T WA , MAYOR
T OF D TON, TEXAS
ATTEST:
77
'
C
A LOTT
A LEN,
7
SECALE
T
71%
C C
OF D
TON,
TEXAS
APPROVED AS TO LEGAL FORM:
DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY
CITY OF DENTON, TEXAS
BY: f
- • 1394E ~ . ' • ~
THE STATE OF TEXAS §
COUNTY OF DENTON §
Thi.s agreement made and entered into this AS* day of
1986, by and between the City of Denton, Texas,
a unicipal Corporation, hereinafter called "City", and the
North Texas State Fair Association, a non-profit corporation
chartered under the Laws of the State of Texas, hereinafter
called "Association";
WITNESSETH:
WHEREAS, City has recently passed an ordinance providing for
the assessment and collection of a hotel-motel occupancy tax in
the City of Denton of seven percent (70) of the consideration
paid by the occupant of a room, space or facility in any
hotel-motel; and
WHEREAS, the Association is well equipped to advertise and
conduct solicitation programs to acquaint potential users with
public meeting, fairground, and proposed exposition facilities
and to promote tourism and advertise the City of Denton; and
WHEREAS, it is to the mutual benefit of the City and
Association that the City provide funds to the Association for
the above stated purposes and that the Association use such
funds for such purposes;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained, City and Association hereby
agree as follows:
1. Association shall employ its best efforts for general
promotional and tourist advertising of the City of Denton and
conducting a solicitation and operating program to attract
meetings and conventions. City and Association recognize that,
hotel occupancy tax proceeds may only be expended for the
purposes enumerated in art. 1269j-4.1, V.A.C.S., as the same may
be amended from time to time. Association agrees to utilize the
funds appropriated herein only for such purposes as authorized
by law.
2. As a consideration for the services set forth in
Paragraph 1 hereof, City agrees to pay to Association an amount
equal to one (1%) percent of the consideration paid by the
occupant of a room, space, or facility in any hotel with the
City retaining one percent of the total gross receipts eligible
to be paid to the Association for administrative expenses, but
the City shall not be liable to pay any additional funds. If
the one percent (1%) does not adequately reimburse the City for
its expenses, then City may deduct the actual amount of such
expenses. The eligible amount shall be paid quarterly from the
hotel-motel taxes received in any fiscal year during the term of
this agreement.
3. The City shall, on or before the 45th day following the
end of each quarter, pay the sum of funds the Association is due
which were collected according to Paragraph 2, for that quarter
less one percent (lo) to the Association. The quarters will end
on the 31st day of March, the 30th day of June, the 30th day of
September and the 31st day of December of each year.
4. The Association agrees that it will record expenditures
involved in this program on a monthly basis in separate accounts.
The books of account will be maintained in a form approved by
the Director of Finance of the City of Denton and will be
available for inspection and copying by the Director, his duly
authorized agents and representatives, during regular business
hours of the Association.
5. Thirty days after the end of every quarter the Association
will furnish to City a performance report of its work under this
contract in a form determined by the City Manager and which shall
reflect overall activity, meetings, conventions and conferences
conducted, identity and amounts of advertising conducted, copies
of literature produced as well as a description of direct mail-
ings in the last quarter, and the expenditures during the quarter
of the funds received pursuant to this contract.
6. It is understood and agreed that Association shall not in
any sense be considered a partner or joint venturer with City,
nor shall Association be considered nor in any manner hold
itself out as an agent or official representative of City.
Association shall be considered an independent contractor for
the purposes of this agreement and shall in no manner incur any
expenses or liability on behalf of City.
7. Association does further agree to hold City harmless from
any and all claims by third parties for any injuries, damage or
liability occasioned by Association in connection with this
agreement.
PAGE 2
8. It is understood and agreed that this contract shall be
terminated upon occurrence of any of the following events:
(a) The giving of written notice by either party to
the other party at least ninety (90) days prior
to the date of termination;
(b) The termination of the corporate existence of
Association;
(c) The insolvency of Association, the filing of a
petition in bankruptcy, either by or against
Association, or an assignment by Association for
the benefit of creditors;
(d) The breach by Association of any of the terms and
conditions of this agreement and the continuation
of such breach for a period of ten (10) days
after written notice is given by City to Asso-
ciation of such breach.
9. In the event of the termination of this agreement as pro-
vided in Paragraph 8 hereof, Association shall submit to City a
statement showing any expenses incurred by it for the present
quarter in which said termination takes place and City agrees to
reimburse Association, to the extent that said monies are
collected from the hotel occupancy tax during that quarter, an
amount equal to the lesser of the expenses incurred by the
Association during that quarter or the amount of the Association
is eligible to receive for that quarter. City also realizes
that Association may have committed themselves to pay expenses
for advertising and solicitation that will occur after the
termination of this agreement, and City agrees to reimburse the
Association for such expenses up to the cumulative sum of
$1,000.00.
10. Association shall not assign this contract without the
written consent of City first obtained in writing.
11. Any notice required to be g
provisions of this agreement shall
given in writing and deposited in
certified or registered mail, return
date so deposited and addressed to
follows:
iven under the terms and
be effective if and when
the United States Mail,
receipt requested, on the
the respective parties as
PAGE 3
City Manager
City of Denton
215 East McKinney
Denton, Texas 76201
President $ Executive Director
North Texas State Fair Association
P. 0. Box 1695
Denton, Texas 76202
12. This agreement shall be binding upon the successors and
assigns of the respective parties.
13. All the terms, conditions and stipulations of this con-
tract are subject to all applicable federal laws, state laws,
the Charter of the City of Denton, all ordinances passed pur-
suant thereto and all judicial determinations relative thereto.
EXECUTED on this the day of 1986.
CITY OF DENTON, TEXAS
BY:
A R
ATTEST:
1VA41WIlf 0 . t A,,,
_J1 "Wt. LO GY TA
I Y WDENTON, TEXAS
PAGE 4
APPROVED AS TO LEGAL FORM:
DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY
CITY OF DENTON, TEXAS
NORTH TEXAS STATE FAIR
ASSOCIATION
BY*
P ESIDENT
ATTEST:
SECRETARY
PAGE 5