23-2302ORDINANCE NO. 23-2302
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TO
EXECUTE AN AGREEMENT BETWEEN THE CITY OF DENTON AND TEXAS
VETERANS HALL OF FAME FOUNDATION, INC., FOR THE PAYMENT AND USE OF
HOTEL TAX REVENUE IN SUPPORT OF PROGRAMMING AND CEREMONIES; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, TEX. TAX CODE §351.101(a) authorizes the CITY to use revenue from its
municipal 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, TEX. TAX CODE §351.101 (c) authorizes the CITY to contract with independent
entities, for programs and activities of the type funded with revenue from the municipal hotel
occupancy tax; and
WHEREAS, the agreements and amounts have been reviewed and approved by the
Community Partnership Committee and the City Council deems use of the funds are in the public
interest; NOW THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or designee, is hereby authorized to execute an
agreement between the City of Denton and Texas Veterans Hall of Fame Foundation, Inc., 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 2. This Ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this Ordinance was made by Gc,„ J II „a seaL- and
seconded by 6rnK J .,L CL- bl h, Ga ; the Ordinance was passed and approved by
the following vote B -A
Aye
J
L/
1/
/
b/
Nay Abstain Absent
Mayor Gerard Hudspeth:
Vicki Byrd, District 1 :
Brian Beck. District 2:
Paul Meltzer. District 3 :
Joe Holland. District 4:
Brandon Chase McGee, At Large Place 5 :
Chris Watts, At Large Place 6:
PASSED AND APPROVED thi, th, 1 Z + - d,y ,f &ecw- h/_, 2023.
Sb
ATTEST:
JESUS SALAZAR, CITY SECRETARY n\\\\III III/
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
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Susan Keller=Emm'’-‘BY- g==;Tb;i;musH
Page 2 of 2
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AGREEMENT BETWEEN THE CITY OF DENTON AND
TEXAS VETERANS HALL OF FAME FOUNDATION, INC., (PROGRAM YEAR 2024)
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 Texas Veterans Hall of Fame Foundation, Inc., a legal entity incorporated under
the laws of the State of Texas (the “ORGANIZATION”).
WHEREAS, TEX. TAX CODE §351.002 authorizes 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, 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, TEX. TAX CODE §351.101(a) authorizes CITY to use revenue from its
municipal 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, ORGANIZATION is well equipped to perform those activities; and
WHEREAS, TEX. TAX CODE §351.101(c) authorizes CITY to delegate by contract with
ORGANIZATION, as an independent entity, the management and supervision of programs and
activities of the type described hereinabove funded with revenue from the municipal hotel
occupancy tax;
NOW, THEREFORE, in consideration of the performance of the mutual covenants and
promises contained herein, CITY and ORGANIZATION agree, and contract as follows:
I. HOTEL TAX REVENUE PAYMENT
1.1 Consideration. For and in consideration of the activities to be performed by
ORGANIZATION under this Agreement, CITY agrees to pay to ORGANIZATION a portion of
the hotel tax revenue collected by CITY at the rates and in the manner specified herein (such
payments by CITY to ORGANIZATION sometimes herein referred to as the “agreed payments” or
“hotel tax funds”).
1.2 Amount of Payments.
(a)
rrleanlrlgs:
As used in this Agreement, the following terms shall have the following specific
(i) The term “hotel tax revenue” shall mean the gross monies collected and
received by CITY as municipal hotel occupancy tax at the rate of seven percent (7%) of
the price paid for a room in a hotel, pursuant to Texas Tax Code §351.002 and City
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Ordinance. Hotel tax revenue will include penalty and interest related to the late
payments of the tax revenue by the taxpayer.
(ii) The term “Collection period” will mean the collection period for CITY’s
fiscal year. It will include hotel tax revenue due to CITY for the relevant fiscal year and
collected through the 22nd day of the month following the close of the relevant fiscal year.
(iii) The term “base payment amount” shall mean a net amount of money equal
to the total hotel tax revenue collected by CITY during any relevant period of time Q.e. ,
fiscal year or fiscal quarter), less: (1) attorney and auditing costs incurred during such
relevant period of time for costs of collection or auditing of hotel taxpayers (attorney and
auditing costs include fees paid to attorneys or agents not in the regular employ of CITY for
which attorneys or agents effect compliance or collection of the hotel tax from taxpayers);
and (2) court costs and other expenses incurred in litigation against, or auditing of, such
taxpayers.
(iv) The term “contract quarter” shall refer to any quarter of the calendar year in
which this Agreement is in force. Contract quarters will end on March 31st, June 30th,
September 30th, and December 3 1 st of each contract year.
(b) in return for satisfactory performance of the activities set forth in this Agreement
and all attachments hereto, CITY shall pay to ORGANIZATION an amount of money in each
contract year equal to the lesser amount of One and Sixty-Two Hundredths percent (1.62%) of
the annual base payment amount, or the fixed contract amount of Fifty-Five Thousand Dollars
($55,000). This amount will be paid in one lump sum after the 25th of January 2024. If CITY’s
Chief Financial Officer determines that hotel tax receipts to the CITY are not meeting the
anticipated budget projection, CITY may reduce ORGANIZATION’S current budget at any time
during the contract period. Payment is subject to refund of any unused or improperly expended
funds from the prior contract period, and CITY’s timely receipt of the required quarterly reports.
1.3 Dates of Payments.
(a) The term “payments” shall mean payments by CITY to ORGANIZATION of those
amounts specified in Section 1.2, above, as determined by the hotel tax revenue collected.
(b) Each quarterly payment shall be paid upon receipt of the required reports and after the
25th day following the last day of the contract quarter. If any quarterly financial report is not
received within thirty (30) days of the end of the applicable contract quarter, the recipient may be
held in breach of this Agreement. CITY may withhold the quarterly payment(s) until the appropriate
reports are received and approved, which approval shall not be unreasonably withheld.
1.4 Other limitations regarding consideration.
(a) The funding of this project in no way commits CITY to future funding of this program
beyond the current contract period. Any future funding is solely the responsibility ofORGANIZATION.
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(b) it is expressly understood that this contract in no way obligates the General Fund or any
other monies or credits of CITY.
(c) CITY may withhold further allocations if CITY determines that ORGANIZATION’S
expenditures deviate materially from their approved budget.
II. USE OF HOTEL TAX REVENUE
2.1 Use of Funds. For and in consideration of the payment by CITY to ORGANIZATION of
the agreed payments of hotel tax funds specified above, ORGANIZATION agrees to use such hotel
tax funds only for advertising and conducting solicitations and promotional programs to attract
tourists and convention delegates or registrants to the municipality or its vicinity; as well as the
promotion of tourism through the encouragement, promotion, improvement, and application of the
arts, including instrumental and vocal music, dance, drama, folk art, creative writing, architecture,
design and allied fields, painting, sculpture, photography, graphic and craft arts, motion pictures,
radio, television, tape and sound recording, and other arts related to the presentation, performance,
execution, and exhibition of these major arts forms, as authorized by TEX. TAX CODE §351.101 (a).
Funds for any calendar year which are unused by midnight December 31 ;t of that year shall be
refunded to CITY within thirty (30) days.
Advertising materials purchased with the hotel occupancy tax funds must be targeted to reach
audiences outside the Denton city limits. These materials include, but are not limited to, signs,
posters, postcards, newsletters, print advertising, digital marketing, billboards, radio and television.
2.2 Administrative Costs. The hotel tax funds received from the CITY by the
ORGANIZATION may be spent for day-to-day operations, office supplies, salaries, travel
expenses, and other administrative costs allowed by TEX. TAX CODE §351.101(e), but only if
specified in ORGANIZATION’S budget attached hereto as Exhibit“ N’ and incorporated herein for
all purposes and each are directly attributable to work on programs which promote tourism and the
hotel and convention industry, and if each promotes at least one of the six statutory purposes
enumerated within TEX. TAX CODE §35 1.101 (a).
2.3 Specific Restrictions on Use of Funds.
(a) That portion of total administrative costs of the THEATRE for which hotel tax funds
may be used shall not exceed that portion of the ORGANIZATION’S administrative costs actually
incurred in conducting the activities specified in Section 2.1 above.
(b) Hotel tax funds may not be spent for travel for a person to attend an event or conduct
an activity except where such travel is directly related to the performance of the person’s job in an
efficient and professional manner and the primary purpose of which is directly related to the
promotion of local tourism and the convention and hotel industry.
III. RECORDKEEPING AND REPORTING REQUIREMENTS
3.1 Budget.
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(a) ORGANIZATION shall prepare and submit to the City Manager of CITY an annual
budget (see Exhibit “#’) as approved by the City Council for each calendar year, for all operations
of ORGANIZATION in which the hotel tax funds shall be used by ORGANIZATION. In other
words, CITY may audit specifically the purpose of each individual expenditure of hotel tax funds
from the separate account relating to hotel tax. CITY shall not pay to ORGANIZATION any hotel
tax revenues as set forth in Section I of this contract during any program year of this Agreement
unless a budget for such respective program year has been approved in writing by the Denton City
Council, authorizing the expenditure of funds.
(b) ORGANTZATION acknowledges that approval of the budget (Exhibit 'W’) by the
Denton City Council creates a fiduciary duty in ORGANIZATION with respect to the hotel tax
funds paid by CITY to ORGANIZATION under this Agreement. ORGANIZATION shall expend
hotel tax funds only in the manner and for the purposes specified in this Agreement, TEX. TAX
CODE §351.101 (a) and in the budget as approved by CITY.
(c) Upon the application or consent of ORGANIZATION, the City Manager or their
designee may authorize minor amendments to the approved budget as necessary to carry out the
intent of this Agreement, in a manner consistent with efficient use of public funds, and in
accordance with State law. Such minor amendments may not increase the overall funding set forth
in Section 1.2(b), extend the term, or otherwise alter the performance obligations of
ORGANIZATION, without approval of the City Council by ordinance.
3.2 Separate Accounts. ORGANIZATION shall maintain any hotel tax funds paid to
ORGANIZATION by CITY in a separate account or with segregated fund accounting, such that
any reasonable person can ascertain the revenue source of any given expenditure.
3.3 Financial Records. ORGANTZATION shall maintain complete and accurate financial
records of each expenditure of the hotel tax funds made by ORGANIZATION. These funds are
required to be classified as restricted funds for audited financial purposes, and may not be used for
contracted services, including, but not limited to, auditing fees or attorney fees. Upon reasonable
advance written request of the Denton City Council, the City Manager or their designee, or any
other person, ORGANIZATION shall make such financial records available for inspection and
review by the party making the request. ORGANIZATION understands and accepts that all such
financial records, and any other records relating to this Agreement shall be subject to the Texas
Public Information Act, TEX. Gov’T CODE, ch. 552, as hereafter amended.
3.4 Quarterly Reports. After initial receipt of hotel tax funds, and within thirty (30) days
after the end of every quarter thereafter, until all funds have been expended and reported to CITY,
ORGANTZATION shall furnish to CITY: (1) a completed financial report, (2) a list of the
expenditures or copies of the invoices or receipts made with regard to hotel tax funds pursuant to
TEX. TAX CODE §351.101 (c), social media and/or digital marketing expenditures require invoices to
be provided and shall include performance measures, and (3) a copy of all financial records (e.g. ,
copies of front and back cleared checks or bank statements, and other relevant documentation).
Both the financial and expenditure reports will be in a form either determined or approved by the
City Manager or their designee. ORGANIZATION shall respond promptly to any request from the
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City Manager of CITY, or their designee, for additional information relating to the activities
performed under this Agreement.
3.5 Notice of Meetings. ORGANIZATION shall give the City Manager of CITY, or their
designee, reasonable advance written notice of the time and place of all meetings of
ORGANIZATION’S Board of Directors, as well as any other meeting of any constituency of
ORGANIZATION, at which this Agreement or any matter subject to this Agreement shall be
considered.
IV. TERM AND TERMINATION
4.1 Term. The term of this Agreement shall commence on January 1, 2024 and terminate at
midnight on January 31, 2025. However, the program period shall commence on January 1, 2024,
and terminate at midnight on December 31, 2024. Only those expenditures authorized by Chapter
351 of the Texas Tax Code and the program guidelines, which are actually incurred during the
program period, for events and activities taking place within the program period, are eligible for
funding under this Agreement, and any ineligible expenditures or unspent funds shall be forfeited to
CITY upon termination of this Agreement.
4.2 Termination Without Cause.
(a) This Agreement may be terminated by either party, with or without cause, by giving
the other party sixty (60) days advance written notice.
(b) in the event this contract is terminated by either party pursuant to Section 4.2(a),
CITY agrees to reimburse ORGANIZATION for any contractual obligations of THEATRE
undertaken by ORGANIZATION in satisfactory performance of those activities specified in
Sections 2.1 and 2.2 above, and that were approved by the Council through the budget, as noted
in Section 3.1. This reimbursement is conditioned upon such contractual obligations having
been incurred and entered into in the good faith performance of those services contemplated in
Sections 2.1 and 2.2 above, and further conditioned upon such contractual obligations having a
term not exceeding the full term of this Agreement. Notwithstanding any provision hereof to the
contrary, the obligation of CITY to reimburse ORGANIZATION, or to assume the performance
of any contractual obligations of ORGANIZATION, for or under any contract entered into by
THEATRE as contemplated herein, shall not exceed 66 2/3% of the current quarterly payment.
(c) Further, upon termination pursuant to Section 4.2(a), ORGANIZATION will
provide CITY: 1) within ten (10) business days from the termination notification, a short-term
budget of probable expenditures for the remaining sixty (60) day period between termination
notification and contract termination. This budget will be presented to Council for approval
within ten (10) business days after receipt by CITY. If formal approval is not given within ten
( 10) business days, and the budget does not contain any expenditures that would be prohibited by
the Texas Tax Code, and is within the current contractual period approved budget; the budget
will be considered approved; 2) within thirty (30) days, a full accounting of all expenditures not
previously audited by CITY; 3) within five (5) business days of a request from CITY, a listing of
expenditures that have occurred since the last required reporting period; 4) a final accounting of
all expenditures and tax funds on the day of termination. ORGANIZATION will be obligated to
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return any unused funds, or funds determined to be used improperly. Any use of remaining funds
by ORGANIZATION after notification of termination is conditioned upon such contractual
obligations having been incurred and entered into in the good faith performance of those services
contemplated in Sections 2.1 and 2.2 above, and further conditioned upon such contractual
obligations having a term not exceeding the full term of this Agreement.
4.3 Automatic Termination. This Agreement shall automatically terminate upon the
occurrence of any of the following events:
(a) The termination of the legal existence of ORGANIZATION;
(b) The insolvency of ORGANIZATION, the filing of a petition in bankruptcy, either
voluntarily or involuntarily, or an assignment by ORGANIZATION for the benefit of creditors;
(c) The continuation of a breach of any of the terms or conditions of this Agreement by
either CITY or ORGANIZATION for more than thirty (30) days after written notice of such breach
is given to the breaching party by the other party; or
(d) The failure of ORGANIZATION to submit a financial quarterly report which complies
with the reporting procedures required herein and generally accepted accounting principles prior to
the beginning of the next contract term, or quarterly as required by Section 1.3 hereof
4.4 Right to Immediate Termination Upon Litigation. Notwithstanding any other provision
of this Agreement, to mitigate damages and to preserve evidence and issues for judicial
determination, either party shall have the right to terminate this Agreement upon immediate notice
to the other party in the event that any person has instituted litigation concerning the activities of the
non-terminating party, and the terminating party reasonably believes that such activities are required
or prohibited under this Agreement.
4.5 in the event that this Agreement is terminated pursuant to Sections 4.3 or 4.4,
ORGANIZATION agrees to refund any and all unused funds, or funds determined by CITY to
have been used improperly, within thirty (30) days after termination of this Agreement.
V, GENERAT I PROVISIONS
5.1 Subcontract for Performance of Services. Nothing in this Agreement shall prohibit, nor
be construed to prohibit, the agreement by ORGANIZATION with another private entity, person, or
organization for the performance of those services described in Section 2.1 above. In the event that
ORGANIZATION enters into any arrangement, contractual or otherwise, with such other entity,
person or organization, ORGANIZATION shall cause such other entity, person, or organization to
adhere to, conform to, and be subject to all provisions, terms, and conditions of this Agreement and
to TEX. TAX CODE ch. 351, including reporting requirements, separate funds maintenance, and
limitations and prohibitions pertaining to expenditure of the agreed payments and hotel tax funds.
5.2 Independent Contractor. ORGANIZATION 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 CITY. ORGANIZATION shall have exclusive control of its operations and
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performance of services hereunder, and such persons, entities, or organizations performing the
same, and ORGANIZATION shall be solely responsible for the acts and omissions of its directors,
officers, employees, agents, and subcontractors. ORGANIZATION shall not be considered a
partner or joint venturer with CITY, nor shall ORGANIZATION be considered, nor in any manner
hold itself out as, an agent or official representative of CITY.
5.3 Indemnification. ORGANIZATION AGREES TO INDEMNIFY, HOLD
HARMT JESS, AND DEFEND CITY, ITS OFFICERS, AGENTS. AND EMPLOYEES
FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR INJURIES, DAMAGE.
LOSS, OR LIABILITY OF WHATEVER KIND OR CHARACTER, ARISING OUT OF OR
IN CONNECTION WITH THE PERFORMANCE BY ORGANIZATION OF THOSE
SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ALL SUCH
CLAIMS OR CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL OR
STATUTORY LAW, OR BASED, IN WHOLE OR IN PART, UPON ALLEGATIONS OF
NEGLIGENT OR INTENTIONAL ACTS OF ORGANIZATION. ITS OFFICERS,
EMPLOYEES, AGENTS, SUBCONTRACTORS, LICENSEES AND INVITEES, OR ANY
FEES, FINES OR PENALTIES ASSESSED AGAINST CITY DUE TO MISUSE OF FUNDS
BY ORGANIZATION.
5.4 Assignment. ORGANIZATION shall not assign this Agreement without first obtaining the
written consent of CITY.
5.5 Notice. Any notice required to be given under this Agreement or any statute, ordinance, or
regulation, shall be effective when given in writing and deposited in the United States mail, certified
mail, return receipt requested, or by hand-delivery, addressed to the respective parties as follows:
CITY ORGAN IZATION
City Manager
CITY OF DENTON
215 E. McKinney
Denton, TX 76201
President
TEXAS VETERANS
FOUNDATION, INC
P.O. Box 51288
Denton, TX 76205
HALL OF FAME
5.6 Inurement. This Agreement and each provision hereof, and each and every right, duty,
obligation, and liability set forth herein shall be binding upon and inure to the benefit and obligation
of CITY and ORGANIZATION and their respective successors and assigns.
5.7 Application of Laws. All terms, conditions, and provisions of this Agreement are subject
to all applicable federal laws, state laws, the Charter of CITY of Denton, all ordinances passed
pursuant thereto, and all judicial determinations relative thereto.
5.8 Exclusive Agreement. This Agreement contains the entire understanding and constitutes
the entire agreement between the parties hereto concerning the subject matter contained herein.
There are no representations, agreements, arrangements, or understandings, oral or written, express
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or implied, between or among the parties hereto, relating to the subject matter of this Agreement,
which are not fully expressed herein. The terms and conditions of this Agreement shall prevail,
notwithstanding any variance in this Agreement from the terms and conditions of any other
document relating to this transaction or these transactions.
5.9 Duplicate Originals. This Agreement may be executed in duplicate originals.
5.10 Headings. The headings and subheadings of the various sections and paragraphs of this
Agreement are inserted merely for the purpose of convenience and do not express or imply any
limitation, definition, or extension of the specific terms of the section and paragraph so designated.
5.11 Severability. If any section, subsection, paragraph, sentence, clause, phrase or word in this
Agreement, or application thereof to any person or circumstance is held invalid by any court of
competent jurisdiction, such holding shall not affect the validity of the remaining portions of this
Agreement, and the parties hereby declare they would have enacted such remaining portions despite
any such invalidity.
5.12 Insurance. ORGANIZATION shall provide insurance for the term of this Agreement as
follows:
1.
2.
$ 1,000,000 Commercial General Liability, or $1,000,000 Event Insurance, covering
all events taking place on City-owned property,
$500,000 Liquor/Dram Shop Liability for any event occurring on City-owned
property where alcohol will be provided or served.
CITY must be named as an additional insured on all policies (except Workers’ Compensation), and
proof of coverage shall be submitted prior to any payment made to ORGANIZATION by the CITY.
EXECUTED this 12th day of Decan er ' 2023.
THE CITY OF DENTON, TEXAS
SARA HENSLEY, CITY MANAGER
TEXAS VETERANS HALL OF FAME
FOUNDATION, INC.
DocuSlgrnd by:
day\4 S tuLLBy:
pi;sH( ri
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ATTEST:
JESUS SALAZAR, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
Jessica Williams
PRINTED NAMESIGNATURE
Chief Financial Officer
TITLE
Finance
DEPARTMENT
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Exhibit A
Texas Veterans Hall of Fame
Historical Museum and Induction Ceremony
Budget 2024
Advertising
Brochures
Social Media
Website/Internet
$ 500
$ 400
$ 1,200
subtotal $ 2,100
Historical-Preservations and Operation
Lease of Facility $ 7,200
$35, 000
$ 2,000
$ 5,700
Wages
Insurance
Merchandise
subtotal $49.900
Museum Programs
Remember them Forever
Learning Academy
$ 1,000
$ 1,000
$ 2,000subtotal
Events
Mobile Transportation $ 1,000
$ 1,000
$55,000
subtotal
Total Budget
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