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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