2017-281ORDINANCE NO. 2017-281
AN ORDINANCE APPROVING AN AGREEMENT BETWEEN THE CITY OF DENTON,
TEXAS, AND THE DENTON CHAMBER OF COMMERCE REGARDING AN ECONOMIC
DEVELOPMENT PARTNERSHIP; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of Denton deems it is in the public interest and
serves a municipal and public purpose to enter into an agreement with the Denton Chamber of
Commerce for the purpose of providing for a program to promote economic development
through the joint effort of the parties hereto; NOW, THEREFORE;
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. City Council finds that the Agreement between the City of Denton and the
Denton Chamber of Commerce serves a valid municipal and public purpose and is in the public
interest.
SECTION 2. The Agreement between the City of Denton and the Denton Chamber of
Commerce attached hereto and made a part hereof by reference (the "Agreement") is hereby
approved. The Mayor, or in his absence, the Mayor Pro Tem, is hereby authorized to execute the
Agreement on behalf of the City of Denton. The City Manager is hereby authorized to carry out
the City's rights and duties under the Agreement including authorization for the expenditure of
funds provided for in the Agreement.
SECTION 3. This Ordinance shall become effective October 1, 2017, upon its passage
and approval.mmmmmmmm
PASSED AND APPROVED this the " ` day or�� 4r �; (-1--1
- n_„ .a 2017.
ATTEST:
JENNIFER WALTERS, Cl; .„ SECRETARY
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APPR 1'1: AS T) LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
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This Agreement is made between the City of Denton, Texas, ("City") and the Denton Chamber of
Commerce ("Chamber") for the purpose of providing for a program to promote economic
development through the joint efforts of the parties hereto, who in consideration of the mutual
promises, agree as follows:
1. Chamber Office of Economic Development ("Office"). During the term of this
Agreement, the Chamber shall maintain an Office of Economic Development managed by
the Vice President of Economic Development, who shall perform the duties of the office.
a. Develop an annual comprehensive Marketing Plan and produce print, digital, and
promotional materials to market Denton to companies, site selectors, brokers, and
developers,
i. Goals:
1. Increase DentonEDP.com page views by 20% over FY 2016-17;
2. Increase unique users on DentonEDP.com by 20% over FY 2016-
17; and
3. Collect baseline social media data to establish next year's goals.
ii. Deliverables: The Chamber must present the annual comprehensivs
Marketing Plan to the Economic Development Partnership Board irl
November following execution of this Agreement. The plan must include:
1. Strategies/timelines for print and digital ad buys;
2. A schedule for maintenance and updates to DentonEDP.com;
3. Social media (platforms used, type of content to be posted, and
posting schedule; and
4. Planned marketing trips.
iii. Metrics: The Chamber must provide the following to the City's Director of
Economic Development a:
1, Monthly Activity Report on DonEDP.com, including a page
view summary, top referral sources, and top keyword sources;
2. Monthly Facebook Insights Summary Report, including page views,
reach, and post engagements;
3. Monthly Twitter Activity Summary, including number of tweets and
impressions; and
I
4. Quarterly Linkedln Activity Report, including profile views within
the prior 90 days, post views by month, and search appearances by
week.
b. Recruit prospective companies in Denton's target industry sectors of
aviation/aerospace, advanced manufacturing, renewable energy, research and
development, information technology, and supply chain logistics/distribution by
attending target industry trade shows, consultant's forums, and select
conventions/business meetings/special events.
i. Goal: Collect baseline data to establish next year's goals
ii. Deliverables: The Chamber must provide monthly reports to the City's
Director of Economic Development detailing the prior month's marketing
trips. The Chamber will provide a fiscal year-end report to the City's
Director of Economic Development on the outcomes of the year's
marketing trips.
iii. Metrics: The Chamber must provide the following to the City's Director of
Economic Development:
1. Monthly reports: expenditures per trip, names/organizations of
direct contacts made by Chamber Economic Development staff, and
follow up activities undertaken with each contact; and
2. Year-end reports: inquiries, leads, prospects, proposals, site visits,
locations, etc., and to which marketing trip they relate.
c. Serve as the point of contact and coordinate responses to leads originating from
sources other than the Texas Governor's Office of Economic Development and the
Dallas Regional Chamber.
i. Goals:
1. Forty-two (42) engagements or proposals; and
2. Site visits from six (6) different companies in Denton's target
industry sectors (as listed in 2b of this Agreement).
ii. Deliverables: The Chamber must provide monthly reports to the City's
Director of Economic Development detailing the prior month's lead/project
activity.
iii. Metrics: The Chamber must provide in the report to the City of Denton's
Director of Economic Development the following: Source of lead
(including the name/contact information of the company, site selector,
broker, or developer); company type; project name; site needs; capital
investment; jobs created; whether a proposal was submitted; conversion of
proposals into further requests for information, site visits, etc.
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i. Prepare monthly Chamber -only activity reports (excluding prospect responses by
the City), including current year budget and actuals to date, for the Economic
Development Partnership
i. Deliverables: The Chamber must provide the reports to the City of Denton's
Director of Economic Development by close of business on the first
Thursday of each month.
e. Present an update/budget request to the Denton City Council during the City's
annual budget process, and include the following with the request:
Priori. Deliverables: The Chamber must provide in its request Performance
year accomplishments, process improvements,• cost
containment efforts; Goals for the coming fiscal year; Three prior fiscal year
budgets • • and The current year budget an• actuals to date.
f. Maintain memberships and involvement in economic development organizations
and groups such as the International Economic Development Council, the Texas
Economic Development •Team Texas, • TexasOne.
g. Provide an accounting of activity to the City of Denton's Director of Economic
Development.
Deliverables: The Chamber must provide a Profit and Loss Budget
Performance Statement on a quarterly basis, its annual audited financials,
and its annual Form 990 to the City's Director of Economic Development.
3. Support Services and Funding. The Chamber shall provide the office space, equipment,
and support staff necessary to the operations of the Office. For Fiscal Year 2017-18, the
Chamber shall solicit and contribute private sector funds of at least $70,000, and the City
shall provide funding in the amount of one lump -sum of $238,836, which may be funded
from the General Fund, Utilities Funds, or some combination thereof. The balance of any
unused City funds shall be returned to the City at the end of the fiscal year.
Any funds provided by the City pursuant to this Agreement shall be retained in an account
separate and segregated from the Chamber's general operating fund and shall only be used
for the purpose provided for in this Agreement. The Chamber and the Office shall keep
current # accurate # # of all • received • # expended, r as deliverables
Gov'tand metrics specified herein, which shall be subject to inspection and audit by the City at
all reasonable times. All such records shall be subject to the Texas Public Information Act,
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Independent Status of Office. The Office shall be under the direct supervision and contr
of the Chamber and all personnel of the Office shall be considered employee,, J.'ents
the Chamber and not of the City. The Chamber shall be responsible for the processing
all benefits or ryment liabilities of • • .. or agents, including the withholdi
paymentor payment of personal income or social security taxes, as provided by applicable law, a
the of worker'spremiums. I
5. Insurance. The Chamber shall maintain policies of insurance for the duration of the
Agreement, as outlined in Attachment c to protect against liabilityg from
CHAMBERoperation of the Office. The Chamber must provide a copy of the Certificate of Insurance
showing the City added as an insured within a reasonable time of execution of this
Agreement and each time there is a change in coverage or carrier, a copy must be provided
to the City of Denton's Director of Economic Development.
6. INDEMNITY. THE AGREES TO DEFEND, INDEMNIFY, AN
HOLD
HARMLESS ELECTED OFFICIALS, OFFICER
AGENTS, EMPLOYEES, AND REPRESENTATIVES FROM ANY AND AL'
CLAIMS, SUITS, OR LIABILITIES ARISING FROM OR RELATED TO AN"'
ACT OR OMISSION OF THE CHAMBER, ITS OFFICERS, DIRECTOR
OFFICIALS, EMPLOYEES, OR REPRESENTATIVES IN THE PERFORMANC
OF THIS AGREEMENT. INCLUDES PROPERTY ♦ a PERSON
a
INJURY OR DEATH AND ALSO COVERS COSTS OF SUIT AND ATTORNE
7. Term of Agreement. This Agreement shall be effective from October 1, 2017, through
September 30, 2018.
8. Termination. Either party may terminate this Agreement by giving written notice to the
other party thirty (30) days in advance of the termination date, in which case any
unexpended funds provided by the City shall be returned to the City within fifteen (15)
days from the date the written notice is mailed to the Chamber. If the Chamber fails to meet
the Deliverables or Metrics required under this Agreement, and it results in termination of
the Agreement by the City, then the Chamber will not be eligible for any future funding
from the City for a one (1) year period.
9. Entire Agreement. This Agreement constitutes the entire agreement between the parties
and supersedes any previous agreements, oral or written. This Agreement may only be
modified by the subsequent mutual written agreement executedby the City and thi
Chamber.
10. Waiver. Any waiver by the City of any provision or condition of this Agreement shall not
be construed to be a waiver of any other provisions or conditions of this Agreement.
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11. Governing Law. This Agreement shall be governed by the laws of the State of Texas. The
City expressly does not waive any defenses to any claims of any sort by virtue of this
Agreement, including its Sovereign Immunity, and states that this is an economic incentive
only and not subject to the provisions of Chapter 271 Tex. Loc. Gov't Code, Subchapter I.
12, Severability. Should any provision of this Agreement be adjudged illegal, invalid or
unenforceable, such illegality, invalidity or unenforceability shall not affect the legality,
validity of enforceability of the Agreement as a whole or any sections, subsections,
sentences, or clauses herein.
EXECUTED this the day of _.....
� 2017.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPI VED AS TO LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
CITY OF DENTON
C,I1'S�WATTS . MAYOR..........
DENTON CHAMBER OF COMMERCE
By: ....
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Its: �tw
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Attachment A
Without limiting any of the other obligations or liabilities of the Chamber, the Chamber shall provide
and maintain until the agreement has been terminated, the minimum insurance coverage as indicated
hereinafter.
All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the
following general specifications, and shall be maintained in compliance with these general specifications
throughout the duration of the Contract, or longer, if so noted.
• Each policy shall be issued by a company authorized to do business in the State of Texas with an
A.M. Best Company rating of at least A or better.
• Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the
City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect
to the City, its officials, agents, employees and volunteers; or, the Chamber shall procure a bond
guaranteeing payment of losses and related investigations, claim administration and defense
expenses.
Liability policies shall be endorsed to provide the following:
IN Name as Additional Insured the City of Denton, its Officials, Agents, Employees and
volunteers.
That such insurance is primary to any other insurance available to the Additional Insured
with respect to claims covered under the policy and that this insurance applies separately
to each insured against whom claim is made or suit is brought. The inclusion of more than
one insured shall not operate to increase the insurer's limit of liability.
Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents,
employees, and volunteers.
• Cancellation: City requires 30 day written notice should any of the policies described on the
certificate be cancelled or materially changed before the expiration date.
• Should any of the required insurance be provided under a claims made form, Chamber shall
maintain such coverage continuously throughout the term of this contract and, without lapse, for a
period of three years beyond the contract expiration, such that occurrences arising during the
contract term which give rise to claims made after expiration of the contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that includes a general
annual aggregate limit providing for claims investigation or legal defense costs to be included in
the general annual aggregate limit, the Chamber shall either double the occurrence limits or obtain
Owners and Chambers Protective Liability Insurance.
• Should any required insurance lapse during the contract term, requests for payments originating
after such lapse shall not be processed until the City receives satisfactory evidence of reinstated
coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated,
City may, at its sole option, terminate this agreement effective on the date of the lapse.
All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with
the following marked specifications, and shall be maintained in compliance with these additional
specifications throughout the duration of the Contract, or longer, if so noted:
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than 51,000,000.00 shall
be provided and maintained by the Chamber. The policy shall be written on an occurrence
basis either in a single policy or in a combination of underlying and umbrella or excess
policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
• Coverage A shall include premises, operations, products, and completed operations,
independent contractors, contractual liability covering this contract and broad form
property damage coverage.
• Coverage B shall include personal injury.
• Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
• Bodily injury and Property Damage Liability for premises, operations, products and
completed operations, independent contractors and property damage resulting from
explosion, collapse or underground (XCU) exposures.
• Broad form contractual liability (preferably by endorsement) covering this contract,
personal injury liability and broad form property damage liability.
[X] Automobile Liability Insurance:
Chamber shall provide Commercial Automobile Liability insurance with Combined Single Limits
(CSL) of not less than �5- 0(,000 either in a single policy or in a combination of basic and umbrella
or excess policies. The policy will include bodily injury and property damage liability arising out
of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction
with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement
for:
• any auto, or
• all owned, hired, and non -owned autos.