HomeMy WebLinkAbout25-17881
AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS
AND HICKORY & RAIL VENTURES, LLC
THIS AGREEMENT is made and entered into as of the ________ day of ___________,
2025 between the City of Denton, Texas, a home rule municipal corporation, hereinafter referred
to as the “City”, and Hickory & Rail Ventures, LLC, a Texas limited liability company hereinafter
referred to as “HRV”, jointly referred to herein as “parties” and each separately as a “party.”
WHEREAS, the City seeks to support, encourage, and promote the public purpose of
driving new business creation and job growth by fostering a sustainable startup community for
entrepreneurs primarily in early-stage tech and tech-enabled businesses; and
WHEREAS, to achieve this public purpose, the City created in 2016 a co-working space
with access to resources to support entrepreneurship, small business development, and the
development of tech and tech-enabled businesses and workers (“Stoke Denton”); and
WHEREAS, Stoke Denton is focused on the recruitment and support of tech and tech-
enabled startups, as well as memberships of businesses in other sectors that are complementary to
a healthy startup community; and
WHEREAS, the City contracted with HRV on November 14, 2017 for the management
and operation of Stoke Denton, and
WHEREAS, HRV has submitted a proposal to the City for the continued support and
management of Stoke Denton and entrepreneurship focused programming beginning October 1,
2025 in the amount of $158,170; and
WHEREAS, Article III, Section 52-a of the Texas Constitution and Chapter 380 of the
Texas Local Government Code authorize the City to enter agreements that promote local economic
development and stimulate business and commercial activity in the City of Denton; and
WHEREAS, the City agrees that HRV is uniquely positioned to continue management of
Stoke Denton and can assist in the City’s strategic goals to support entrepreneurs, startups, and
other small businesses and support the recruitment and growth of tech and tech-enabled businesses
and workers;
NOW THEREFORE, in consideration of the covenants, promises, terms, and provisions
contained herein, and for the considerations expressed herein, the City and HRV mutually AGREE
to the following:
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ARTICLE I
SERVICES TO BE PROVIDED BY HRV
HRV represents, acknowledges, warrants, and agrees to perform and provide the following
with regard to its operation, purpose, and services provided for Stoke Denton:
(1) Purpose. HRV agrees to operate Stoke Denton for the purpose of providing support to
entrepreneurs, startups, small businesses, tech and tech-enabled workers, and remote
workers in Denton. The goal of the partnership will be to build businesses, create jobs,
and strengthen the culture and economy of the City of Denton.
(2) Mission. HRV, through Stoke Denton, will support programs, partnerships, events, and
activities that will build a supportive entrepreneurial ecosystem in the City of Denton.
(3) Independent. HRV operates as a private legal entity separate from the City. This
Agreement does not in any way constitute a joint venture or create a partnership or
principal-agent relationship between the City and the HRV. Neither party will assert
control over the operations of the other party.
(4) Organization. HRV is a Texas limited liability company duly organized and validly
existing under the laws of the State of Texas and is qualified to do business in the State
of Texas. HRV has the legal capacity and authority to enter into and perform its
obligations under this Agreement.
(5) Administration. HRV will administer funds, property, services, or other benefits in
accordance with the following procedures and requirements:
a. HRV shall maintain records and accounts that document all funds received by
HRV and all costs incurred by HRV, including any in-kind support received by
HRV.
b. HRV shall provide a report to the City of Denton Economic Development
Partnership Board annually to summarize HRV’s financial information and
benefit to the City as it relates to the performance under this Agreement.
c. A copy of any HRV financial audits and required tax filings shall be provided
to the City upon request.
(6) Staff. HRV shall employ an Executive Director for the entirety of this Agreement.
HRV must also maintain the appropriate staff to carry out the functions of Stoke Denton
in accordance with this Agreement. The Executive Director and any other staff member
of HRV are employees of HRV and shall not be considered an employee of the City
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and shall not be entitled to any payment or benefit from the City on account of services
performed pursuant to this Agreement.
(7) Commercial space. HRV shall secure a lease agreement for the Commercial Space
and will maintain at its sole cost any utilities, contracts, equipment, supplies, or
materials necessary to perform the obligations pursuant to this Agreement.
(8) Equipment and Supplies. HRV shall provide any equipment, supplies, or materials
necessary to fulfill the obligations of this Agreement, except those provided for in
Article II of this Agreement.
(9) Performance. HRV will perform all actions listed in Exhibit A “Scope of Work”
attached hereto and incorporated herein for all purposes, as well as perform the
following during the term of this Agreement:
a. Host a minimum of three entrepreneur events.
b. Provide a minimum of two educational programs annually targeted at current
Stoke members or aspiring technologists, women and minority entrepreneurs.
c. Attend a minimum of two workshops or conferences annually to promote
Denton’s entrepreneurial ecosystem.
(10) Reporting. HRV will attend meetings and submit reports on actions and progress
according to the following schedule:
a. Quarterly meetings between Stoke Denton Executive Director and City’s
Director of Economic Development.
b. Progress on economic development strategic plan work plan items will be
provided to City’s Director of Economic Development or designated staff as
needed, but no less than quarterly..
c. Quarterly reports to be provided by Stoke Denton Executive Director to City’s
Director of Economic Development or designated staff, which must include the
following:
i. Number of active memberships, providing a quarterly membership
roster to Director
ii. Percentage of tech or tech-enabled members,
iii. Member satisfaction (at least annually),
iv. Description of and number of regional startup and tech event
sponsorships,
v. Description of and number of educational events or programs held at
Stoke Denton,
vi. Description of and number of startup/tech events held at Stoke Denton,
vii. Number of member companies who are Denton residents,
viii. Turnover rate of member companies,
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ix. Duration of member companies,
x. Number of mentor sessions held at Stoke Denton, and
xi. Description of activities with partner entities, including education,
nonprofit, and government agencies.
d. Annual report and presentation to the City’s Economic Development
Partnership Board including economic impact of Stoke Member startups and
competition awards recipients to Denton’s economy and social media metrics
(11) Sponsorship and Acknowledgement. For any programs listed in Exhibit A which
are supported by or partially supported by funding provided by this Agreement, the
City must be listed as a co-sponsor and acknowledged on any applicable marketing
materials and event materials, both verbally and in print, whenever possible.
ARTICLE II
OBLIGATIONS OF THE CITY OF DENTON
The City will provide the following to HRV:
(1) Funding. The City shall pay One Hundred Fifty-Eight Thousand One Hundred Seventy
Dollars ($158,170) to HRV to be utilized for the purposes set forth in Exhibit A.
Payment shall be made no later than October 31, 2025.
(2) Brand, logo, and Other Intellectual Property. The City hereby transfers the City’s
ownership of the brand and logo of Stoke Denton to HRV for the purposes of operating
or marketing Stoke Denton and for other purposes required in carrying out the terms of
this Agreement. The ownership rights to the brand and logo of Stoke Denton granted
from City to HRV by this Agreement will immediately, automatically and completely
revert to City for its sole benefit in the event HRV ceases to manage and operate Stoke
Denton for the purposes provided in this Agreement or otherwise breaches or
terminates this Agreement.
ARTICLE III
TERM OF THE AGREEMENT
This Agreement shall be effective on October 1, 2025, and shall remain in full force and
effect until September 30, 2026. The City or HRV shall have the right to terminate the Agreement,
in whole or in part, without cause any time upon sixty (60) calendar days’ prior written notice to
the other party. Upon receipt of a notice of termination by the City, HRV shall promptly cease all
further work pursuant to the Agreement, with such exceptions, if any, specified in the notice of
termination. If this Agreement is terminated by HRV, or terminated for cause by the City because
HRV fails to meet the performance requirements of this Agreement, HRV shall pay the City a
prorated amount of the funds provided by the City pursuant to this Agreement, which amount shall
be prorated to the months remaining in the term of this Agreement.
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HRV shall provide written notice to the City including required documentation no later
than ninety (90) calendar days prior to the expiration date of this Agreement if it intends to apply
for additional funding to be spent on or before October 1, 2026. Such notice shall create no
obligation of either party to enter into a future agreement or provide additional funding.
The City may terminate this agreement for cause effective immediately upon delivering
notice to HRV if at any time during the term of this Agreement it reasonably determines that HRV
will not or cannot complete its obligations hereunder.
ARTICLE IV
ASSURANCES BY THE PARTIES
The following is a list of representations, assurances, understanding, policies, procedures,
and agreements regarding the roles, relationship, and functions of the City and HRV in their
working relationship pursuant to this Agreement:
A. Any agreement between the HRV and City that is not within the scope of the terms of this
Agreement shall receive the prior approval of the City Council.
B. HRV has no authority to supervise, direct, control, or demand that a City employee perform
any function on behalf of HRV.
C. This Agreement does not grant HRV authority to use the City’s name and trademarks
unless directly specified in this Agreement.
D. Any personnel employed by or volunteering on behalf of HRV shall be deemed employees
or volunteers respectively of the HRV and shall not be deemed employees or volunteers of
the City. HRV shall be responsible for the supervision, management, and control of such
HRV employees and volunteers and any payroll, taxation, or other employment obligation,
if any, incident to their work. Any personnel employed by or volunteering on behalf of the
City shall be deemed employees or volunteers respectively of the City and shall not be
deemed employees or volunteers of the HRV. The City shall be responsible for the
supervision, management, and control of such City employees and volunteers and any
payroll, taxation, or other employment obligation, if any, incident to their work.
E. HRV shall maintain general liability insurance in the amount of $1,000,000 and in
accordance with City insurance requirements, including adding the City as an additional
insured party.
F. HRV will appoint a representative who will be available to meet with City officials when
requested.
G. HRV AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY,
ITS OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND
ALL CLAIMS OR SUITS FOR INJURIES, DAMAGE, LOSS, OR LIABILITY OF
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WHATEVER KIND OR CHARACTER, ARISING OUT OF OR IN CONNECTION
WITH THE PERFORMANCE BY HRV OR 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 HRV, ITS
OFFICERS, EMPLOYEES, AGENTS, VOLUNTEERS, SUBCONTRACTORS,
LICENSEES, AND INVITEES.
H. HRV acknowledges that in accordance with Chapter 2271 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless
the contract contains a written verification from the company that it: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott
Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001
of the Texas Government Code. By signing this Agreement, HRV certifies that HRV’s
signature provides written verification to the City that HRV: (1) does not boycott Israel;
and (2) will not boycott Israel during the term of the Agreement. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
I. HRV acknowledges that in accordance with Chapter 2276 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless
the contract contains written verification from the company that it (1) does not boycott
energy companies; and (2) will not boycott energy companies during the term of the
contract. The terms “boycott energy company” and “company” shall have the meanings
ascribed to those terms in Section 809.001 of the Texas Government Code. By signing
this agreement, HRV certifies that HRV’s signature provides written verification to the
City that HRV: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of the Agreement. Failure to meet or maintain the
requirements under this provision will be considered a material breach.
J. HRV acknowledges that in accordance with Chapter 2274 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless
the contract contains written verification from the company that it (1) does not have a
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm
trade association; and (2) will not discriminate during the term of the contract against a
firearm entity or firearm trade association. The terms “discriminate against a firearm entity
or firearm trade association,” “firearm entity” and “firearm trade association” shall have
the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By
signing this Agreement, HRV certifies that HRV’s signature provides written verification
to the City that HRV: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not
discriminate during the term of this Agreement against a firearm entity or firearm trade
association. Failure to meet or maintain the requirements under this provision will be
considered a material breach.
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K. Section 2252 of the Texas Government Code restricts City from contracting with
companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing
this Agreement, HRV certifies that HRV’s signature provides written verification to the
City that HRV, pursuant to Chapter 2252, is not ineligible to enter into this Agreement
and will not become ineligible to receive payments under this Agreement by doing
business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain
the requirements under this provision will be considered a material breach.
L. The City of Denton may terminate this Agreement immediately without any further
liability if the City of Denton determines, in its sole judgment, that this Agreement meets
the requirements under Chapter 2275, and HRV is, or will be in the future, (i) owned by or
the majority of stock or other ownership interest of the company is held or controlled by
individuals who are citizens of China, Iran, North Korea, Russia, or other designated
country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or
other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or
other designated country.
ARTICLE V
NOTICE
Any notice or other written instrument required or permitted to be delivered under the terms
of this Agreement shall be deemed to have been delivered, whether actually received or not, when
deposited in the United States mail, postage prepaid, registered or certified, return receipt
requested, or via electronic mail, hand-delivery or facsimile, addressed or sent to HRV or the City,
as the case may be, at the following addresses:
CITY Hickory & Rail Ventures, LLC
City of Denton, Texas Hickory & Rail Ventures, LLC
Attn: City Manager Attn: Heather Gregory
215 E. McKinney St. 608 E. Hickory
Denton, TX 76201 Denton, TX 76205
Sara.Hensley@cityofdenton.com Heather@stokedenton.com
City of Denton, Texas
Attn: Director of Economic Development
401 N. Elm St.
Denton, TX 76201
ARTICLE VI
RIGHT TO AUDIT
HRV agrees to retain all books, records, documents, reports, and written accounting
policies and procedures pertaining to services provided under this Agreement for a period of five
(5) years. The City shall have the right to audit and make copies of the books, fundraising activities,
pledges, donations, gifts, statements, financial records, and computations pertaining to the
Agreement.
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ARTICLE VII
ADMINISTRATION OF AGREEMENT
HRV shall designate an officer responsible for the administration of the Agreement for
HRV. The City Manager, or designee, shall be the City staff member responsible for the
administration of this Agreement on behalf of the City.
ARTICLE VIII
NO ASSIGNMENT
The Agreement is solely between the parties and cannot be assigned to another party
without the express advance written approval of the non-assigning party.
ARTICLE IX
MODIFICATION OF AGREEMENT
No modification of this Agreement shall be effective unless it is in writing and signed by
both parties to the Agreement.
ARTICLE X
GOVERNING LAW AND VENUE
This Agreement is subject to, governed by, and shall be construed under the laws of the
State of Texas. Venue of any suit or cause of action arising under this Agreement shall be
exclusively in Denton County, Texas.
ARTICLE XI
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent jurisdiction
to be invalid or unenforceable, it shall be considered severable from the remainder of this
Agreement, and shall not cause the remainder of this Agreement to be invalid or unenforceable. In
such event, the parties shall reform this Agreement to replace such stricken provision with a valid
and enforceable provision which comes as close as possible to expressing the intention of the
parties hereto respecting the stricken provision.
ARTICLE XII
CAPTIONS
The captions of this Agreement are for informational purposes only and shall not in any
way affect the substantive terms or conditions of this Agreement.
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ARTICLE XIII
COUNTERPARTS
This Agreement may be executed in multiple counterparts, by one or more signatories,
separately and each of such counterparts shall be deemed an original for all purposes, and all such
signed counterparts shall constitute but one and the same instrument. For purposes of the parties’
execution of this Agreement, it is expressly agreed that a facsimile or telecopy of a party’s
signature hereto shall be valid, binding and enforceable as the original.
IN WITNESS THEREOF, the City and HRV have executed this Agreement in original
counterparts, the City acting by and through its duly-authorized City Manager, and HRV acting by
and through its duly-authorized undersigned officer.
CITY OF DENTON
________________________________________
SARA HENSLEY, CITY MANAGER
ATTEST:
INGRID REX, INTERIM CITY SECRETARY
BY: _________________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: ___________________________________
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THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
As to financial and operational
obligations and business terms.
____________________________
Signature
____________________________
Title
____________________________
Department
HICKORY & RAIL VENTURES, LLC
By: ______________________________
Its: ______________________________
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Owner
Heather Gregory
Economic Development Director
Economic Development
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EXHIBIT A
SCOPE OF WORK
HRV will support City staff in the implementation and reporting of progress of the following
strategies and actions identified in the City of Denton Economic Development Strategic Plan
(“Strategic Plan”) by performing the following Work Plan Items:
Strategic Plan Goal 2B. Foster Growth
2B.1. Champion and Convene
2B.1.1. Establish connections with DFW entrepreneurship organizations such as Dallas 1 Million
Cups, 1 Million Cups Frisco, Dallas Innovates, Capital Factory, and the Dallas Entrepreneur
Center.
2B.1.2. Partner with local and regional partners to design reverse-pitch competitions to engage
major corporations and organizations in the DFW Metroplex with needs for innovation.
2B.1.3. Ensure that targeted resources are available for businesses owned by women and people
of color, who have historically faced barriers to accessing traditional economic development tools.
2B.1. Work Plan Items
• Attend events hosted by regional startup organizations and stakeholders.
• Host and sponsor events that support students and connect them to entrepreneurs, mentors,
and peers.
• Seek out opportunities for partnerships, sponsorships, or collaborations with regional
entrepreneurial organizations and stakeholders.
• Write and publish ebook/guides to provide entrepreneurs with tangible tools, templates,
and resources for launching their business.
• Expand network of mentors and advisors, specifically increasing participation from women
and minority entrepreneurs and thought leaders.
• Initiate the planning of a reverse pitch competition with local and regional partners.
• Maintainaccelerator program that focuses on women entrepreneurs in partnership with
Texas Woman’s University.
• Pursue programming and partnerships that help connect minority entrepreneurs with peers,
mentors, and resources.
2B.2. Access to Capital
2B.2.3. Network with regional entrepreneurship programs so that they become familiar with
Denton and the resources available for businesses looking to grow and expand within the DFW
Metroplex.
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2B.2. Work Plan Items
• Participate in Angel Capital Association and Texas Angel Network calls and syndicate deal
flow when possible.
• Attend regional events focused on entrepreneurship, specifically with veteran fundraisers,
angel investors, or VC firms.
• Co-host a networking mixer with Denton Angels, Chamber investors, and the Economic
Development Partnership Board.
• Engage Denton Angels in Stoke programming and events, specifically pitch events, to
increase connections between investors and entrepreneurs.
2B.3. Ecosystem Building
2B.3.1. Partner with the Denton Innovation Group to define a vision for entrepreneurship in
Denton, establish goals, measure progress, and connect with DFW organizations.
2B.3.2. Host a Citywide pitch competition to identify and develop innovative entrepreneurs in
Denton. This not only builds Denton’s creative brand but also provides the City with a way of
identifying top talent in the community.
2B.3. Work Plan Items
• Coordinate and host Denton Innovation Group meetings on at least a quarterly basis.
• Engage groups of thought leaders to increase connections and opportunities between
institutions and anchors (TWU, UNT, NCTC, DISD, Denton Innovation Group, TechMill,
Denton Angels, etc.)
• Continue production of a city-wide pitch competition.
• Launch cohorts of AccelerateHER, a startup incubator program for early stage startups led
by women entrepreneurs.
• Host technical meetups and events at Stoke.
• Sponsor and support technical meetups and events in Denton and the region.
2.B.6. Promoting Denton’s Creative Brand
2B.6.1. Pitch stories about successful Denton companies to media outlets, such as the Denton
Record-Chronicle, Dallas Morning News, Fort Worth Star-Telegram, Dallas Innovates, and D
Magazine.
2.B.3. Work Plan Items
• Continue to publish two to four blog posts each month, including a regular spotlight of a
mentor or members.
• Write and distribute press releases around entrepreneurial activity and Denton startups.
• Initiate planning of a program that recognizes entrepreneurs, startups, organizations, and
educators that are having an impact on the entrepreneurial ecosystem.
• Generate earned media in regional publications.
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Strategic Plan Goal 3. Strengthen Community Inclusion
3.3. Grow Your Own Talent Initiative
3.3.1. Support youth entrepreneurship programs at the local level to foster a culture of innovation
and cultivate an entrepreneurial spirit.
3.3.2. Encourage Denton ISD to incorporate entrepreneurship into academic curricula and increase
exposure and access to Denton’s startups.
3.3 Work Plan Items
• Pursue partnership with Denton ISD to support entrepreneurial education and access to
Denton’s startups.
• Seek out opportunities to include Denton ISD students in mentorships programs and other
events.
• Offer tours to Denton ISD classes/clubs to share out Stoke Denton, its mission, and the
entrepreneurial experience.
• Work with community members and partner organizations to pursue technical
entrepreneurial programming for youth.
• Conduct community-wide surveys to learn ways that Stoke could provide better support
and resources for traditionally underserved and under-funded entrepreneurs to help narrow
the inequity gap.
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