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1985-116 1098L NO AN ORDINANCE APPROVING AN AGREEMENT BETWEEN THE CITY OF DENTON AND NORTH TEXAS COMMISSION FOR DEVELOPING AND IMPLEMENTING A COMPRE- HENSIVE MARKETING PROGRAM FOR THE NORTH TEXAS REGION, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, it is in the best interest of the City of Denton to develop and implement a comprehensive marketing program, and WHEREAS, the city staff has recommended that the North Texas Commission, be retained to develop and implement a comprehensive marketing program, and WHEREAS, Section 2 36(f) of the Code of Ordinances requires that the City Council approve all expenditures of more than $3,000, and WHEREAS, Section 2 09 of the Charter of the City of Denton, Texas requires that every act of the Council providing for the expenditure of funds or for the contracting for indebtedness shall be by ordinance, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the City Council hereby approves and authorizes the Mayor and City Secretary to execute and attest, respectively, the agreement between the City of Denton, and the North Texas Commission, providing for the purpose of developing and implementing a comprehensive marketing program for the North Texas Region under the terms and conditions being contained in said agreement which is attached hereto and made a part hereof SECTION II That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the day of , 1985 a CI OF D TON, TEXAS ATTEST CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY CITY OF DENTON, TEXAS I I THE STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS COUNTY OF DENTON This Contract and Agreement made and entered into on the 1st day of May, A D , 1985, by and between the City of Denton acting by and through 0. Chris Hartung, its duly authorized City Manager, hereinafter referred to as the "City" and the North Texas Commission acting by and through its duly authorized President, Worth M Blake, hereinafter referred to as the "Commission", W I T N E S S E T H WHEREAS, the Commission is an independent, non-profit corporation established under the laws of the State of Texas for the purpose of developing and implementing a comprehensive marketing program for the North Texas Region which Region includes Denton County and the City of Denton, Texas, and WHEREAS, the success or failure of the Commission's purposes and objectives has a direct impact upon the health, comfort, safety, peace, good government and welfare of the citizens of the City, and WHEREAS, the City is charged with the responsibility of promoting and preserving the health, comfort, safety, peace, good government and welfare of its citizens, NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties do hereby covenant and agree as follows ARTICLE 1 The Commission shall commence the services contemplated to be furnished and performed hereunder on the 1st day of May, 1985 ARTICLE 2 I The term of this contract and agreement shall be for a period of one year from the let day of May, 1985 i I ARTICLE 3 I City of Denton agrees to pay to the Commission as compensation for services rendered hereunder the sum of Three Thousand Nine Hundred Thirty- Eight and 00/100 Dollars ($3,938 00) per annum, payable as follows Annually ARTICLE 4 I The Commission covenants and agrees to I (a) Design, develop and implement a regional marketing/communications campaign that will position the Region, and as such the City, pos- itively in the minds of a carefully selected audience of national ~I and international business and governmental executives As the A i marketing program is totally regional in nature, the City's name may or may not be listed in related marketing literature How- ever, it is the Commission's policy to make every reasonable effort to publicize the City's name in all literature within the Commission's control (b) Design, develop and implement a routine, regionally-oriented pro- oedure for responding to qualified inquiries This procedure would provide for, but not be limited to, inclusion of a City developed and produced (Commission approved) response piece (e) Design, develop and implement a pro-active regional aviation I development program targeted toward fostering the continued devel- opment of DFW International Airport and all Metroplex aviation facilities (d) Make available to citizens and residents of the City such mater- ials, including economic research, as it has and may develop, gather or produce for enhancing the economic health and well-being of the North Texas Region (e) Develop and implement a marketing/communications strategy to increase the region's, and where appropriate the City's, interna- tional image (f) Furnish periodic economic-type and comprehensive NTC news-type I reports to the City's Chief Administrative Officer with the under- standing that such reports may also be furnished to the local news media for dissemination to the general public (g) Continue its current successful programs and implement such new and innovative programs as will further its corporate objectives and those in common with the City's interests and activities (h) Advertise, where appropriate and practical, for the general promo- tional and tourist attraction of City and its vicinity ARTICLE 5 I It is covenanted and agreed that the Mayor of the City shall be an ex- offioio member of the Board of Directors of the Commission and, as such, is the City's designated representative to vote the city's membership shares at all official elections of the Commission If the Mayor is unable to serve, his position on the Board will be filled by the City's Manager ARTICLE 6 I The Commission agrees to assume and does hereby assume all responsibil- ity and liability for damages sustained by persons or property, whether real or asserted, by or from the carrying on of work or in the performance of services performed and to be performed hereunder The Commission coven- ants and agrees to, and does hereby indemnify and save harmless the City and all of its officers, agents, and employees from all suits, action or claims of any character brought for or on account of any injuries or - 2 i damages, whether real or asserted, sustained by any person or property by or in consequence of any neglect, omission, act or conduct of Commission, its agents, servants or employees ARTICLE 7 Notwithstanding the provisions of Paragraph 2 above, it is agreed this contract may be cancelled and terminated by either party upon giving thirty (30) days written notice so to cancel or terminate to the other party hereto The terminal 30 days shall commence upon receipt of such notice by the addressee and shall conclude at midnight on the 30th day thereafter In the event this contract terminates under the provision of this paragraph either unilaterally or by agreement of the parties, if not otherwise stipu- lated, it is agreed only the pro-rata portion of the terminal monthly i installment for service shall be paid on the let of such terminal month Upon payment or tender of such amount, all of the City's obligations here- under shall be discharged and terminated and no action shall lie or accrue for additional benefit, consideration or value for or based upon the ser- vices performed under or pursuant to this agreement ARTICLE 8 Commission shall pay all taxes, royalties, and expenses incurred in connection with services under this agreement, except as provided in Article 3 herein I ARTICLE 9 i Commission shall observe and abide by all applicable federal laws, state statutes and the Charter and Ordinances of the City, and all rules and regulations of any lawful regulatory body acting thereunder in connec- tion with the services performed hereunder ARTICLE 10 i No member of or delegate to the Congress of the United States or the Legislature of the State of Texas shall be admitted to any share or part of this contract or to any benefit arising therefrom ARTICLE 11 I No member, officer or employee of the City or of any local public body, during this tenure or one (1) year thereafter, shall have any interest, direct or indirect, in this contract or the proceeds thereof This prohi- bition is not intended and should not be construed to preclude payment of expenses legitimately incurred by city officials in the conduct of Commis- sion business i -3- ARTICLE. 12 Venue of, spy_action`brought-on-orunder this agreement shall lie exclu- sively-in Denton County, Texas. IN WITNESS-WHEREOF,: the parties_.hereto have caused this agreement to be signed by their proper.corporate officers as first_'above specified,; and have caused their proper corporate seal to be hereto 'affixedthe day and.. year first above written. CITY OF DENTON -BY:- G. 'Chris Hartung' City Manager ` ATTEST:. City Secretary ~~~~a nzy' _ NORTH TEXAS' COMMISSION ` Worth M: Blake President ATTEST: - ; Jo F eld Scovell Secretary APPROVED AS TO FORM AND LEGALITY:" Hal Thorne General.Counsel . r