HomeMy WebLinkAbout26-0540
Texas Main Street Locally Designated Program
2026 Contract
I. PARTIES TO THE CONTRACT
This contract and agreement concerning is
entered into between the City of Denton (hereinafter referred to as ) and the
Texas Historical Commission ). This Agreement shall be
governed by Texas Government Code § 442.014, and Texas Administrative Code, Title 13, Part
2, Chapter 19. Denton Main Street Program (hereinafter referred to as )
is part of a larger program within the Texas Main Street Program (hereinafter referred to as
), as defined in 13 Tex. Admin. Code § 19.3, wherein the Participant qualifies as a
Texas Main Street Urban City, as defined in 13 Tex. Admin. Code § 19.3. The purpose of
the Local Program is to assist Participant with the development, revitalization, restoration,
and preservation of its historic downtown or commercial neighborhood districts in accordance
with the national Main Street Approach.
II. NATIONAL MAIN STREET CENTER BRAND AND NETWORK
This Agreement constitutes a designation of Participant as an official Texas Main Street City (as
defined in 13 Tex. Admin. Code § 19.3(2)) and allows the use of the National Main Street Center,
TM
Inc. brand, including MAIN STREET AMERICA controlled by National Main Street Center,
TMSP ceases, Participant may no longer use the term to describe its local
development, restoration, and preservation program; nor utilize or display the trademarks or
branding of the National Main Street Center, Inc. The designation as a Texas Main Street City
allows for full participation in the TMSP network, which includes eligibility to receive TMSP
publications and participate in TMSP networking opportunities. Designated Texas Main Street
Cities, such as Participant, shall execute and submit to the TMSP office the National Main Street
Trademark Sublicense Agreement Sublicense which grants the
right to use the registered trademark, logos and brand of National Main Street
TM
membership program - MAIN STREET AMERICA. Participant hereby agrees to, and shall
comply with, all terms and conditions of the TM Sublicense Agreement. For your reference, see
attached Exhibit A and B. Exhibit A is sample Main Street America sublicense agreement for
accredited communities issued to the City of Denton. Exhibit B is a sample Main Street America
sublicense agreement for affiliate communities. Each TMSP Local Program should have its own
TM Sublicense Agreement on file; the type of agreementaccredited or affiliatewill reflect the
Main Street America designation (accredited or affiliate) assigned to the Local Program in
mid-2025. Additionally, Participant acknowledges and agrees that in the event National Main
Street Center develops and/or releases an updated TM Sublicense Agreement
TM Sublicense
to execute, and comply with, the Updated TM Sublicense Agreement or otherwise be
subjected to termination pursuant to the terms of VII.B. below. In the event National
Main Street Center develops and/or releases an Updated TM Sublicense Agreement, THC
will provide Participant with sixty (60) notice for Participant to consider, prepare and
execute an updated Sublicense Agreement. Furthermore, the parties acknowledge and agree
that the execution of such Updated TM Sublicense Agreement shall not require amendment of
this Agreement and shall become part of this Agreement upon its execution. In the event
of conflict between multiple TM Sublicense Agreements, the most recently executed version
shall control.
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III. RESPONSIBILITIES OF THE PARTICIPANT AND LOCAL PROGRAM
A. Local Program Staffing and Leadership.
In operation of the Local Program, Participant shall employ a full-time paid program
manager who will attend at least two professional development segments annually as
outlined in subsection B below. A Texas Main Street Urban City (as defined in 13 Tex.
Admin. Code § 19.3(4)) shall additionally employ a full-time assistant program manager who
shall also participate in the professional development requirements under subsection B
below.
If necessary and subject to TMSP approval, a Texas Main Street Small City (as defined in 13
Tex. Admin. Code § 19.3(3)) may, after the first three years of participating in the TMSP,
permit the program manager position to also perform specific economic development,
tourism, and other relevant duties while remaining as a full-time paid program manager.
For the purposes of this Agreement, full-time employment means that the program manager
works at least forty (40) hours per week dedicated toward the Local Program and downtown
revitalization. Employees of the Local Program shall be subject to the sole control and
direction of the Participant. Participant shall move forward in an efficient manner to fill a
program manager vacancy. Participant shall notify the TMSP immediately upon vacancy,
identify an interim Local Program contact, and keep TMSP apprised monthly of progress in
filling vacancies. Lengthy periods of staff vacancies may demonstrate a failure to adequately
staff the program per Stipulation E Probation.
Participant shall establish and maintain a Main Street local advisory board to direct
priorities of the program, provide human and fiscal support to program planning and
activities, and advocate for the livelihood of the Local Program. The board will have a
chair who is the primary spokesperson for the board and the primary point of contact for
program manager. Make-up and duties of this board are to be defined locally by
Participant with consultation from Local Program stakeholders.
B. Professional development.
The program manager will attend at least two professional development opportunitiesin
their entiretyeach year from the list below. If there is a full-time assistant program manager
in addition to the program manager/s as directed above for Urban Cities, that person should
also attend at least one segment of Main Street professional development annually.
Preferred Optionsat least one of the two required trainings must be from options
numbered 1, 2, 3, or 4:
1. TMSP annual professional development retreat for all program managers
2. National Main Street Now Conference
3. TMSP New Manager Training, typically held annually on the day before the TMSP
annual professional development retreat
4. Real Places: Preserving Texas History Conference of the THC
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Additional Contractually Approved Training Options
TM
5. Certification programs of MAIN STREET AMERICA
6. Texas Downtown Conference
7. PastForward Conference of the National Trust for Historic Preservation
Main Street Manager may request to substitute an equivalentin time and dept of content
as above approved trainingtraining related to historic preservation, downtown
revitalization, or economic development course, for one of the above opportunities.
However, request must state why approved trainings were unavailable or of less need for
New program managers shall complete the TMSP new manager training within their first
year of employment. In addition to the annual TMSP new manager training, new managers
will be provided by TMSP with self-paced information and training when onboarding in
their new role. The new manager should complete a review of this information and all tasks
within the first three (3) months of hire.
If a replacement program manager is hired during this contract period who has not
previously attended TMSP basic training or without significant Main Street knowledge and
experience as determined by TMSP, the manager is required to complete one TMSP basic
training orientation series. A $500 training fee shall be charged to the Participant for the new
manager training series required under these circumstances.
To help ensure an effective Local Program, board members and volunteers are encouraged
to attend TMSP educational opportunities.
Program managers are expected to participate in additional abbreviated professional
development and information sessions as a TMSP network participant. These sessions do
not count toward the formal professional development requirements above, but are essential
for timely network communication and participation.
Virtual quarterly TMSP network meetings
Virtual TMSP trainings
In-person TMSP trainings
TMSP Accreditation Site Visits
Virtual meetings for Local Programs offered by Main Street America
C. Commitment.
Participant agrees to carry out their Local Program work according to the Main Street
Approach as promulgated by the National Main Street Center and displayed at
www.mainstreet.org/mainstreetamerica/theapproach. Participant agrees to incorporate the
following Main Street Community Evaluation Standards into their Local Program work:
1. Broad-Based Community Commitment to Revitalization
2. Inclusive Leadership and Organizational Capacity
3. Diversified Funding and Sustainable Program Operations
4. Strategy-Driven Programming
5. Preservation-Based Economic Development
6. Demonstrated Impact and Results
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D. Reporting.
To measure progress, Participant shall track reinvestment statistics and quarterly activity in
an approved format submitted to the TMSP office by the 10th of the month following the
th
end of each calendar quarter. If the 10 falls on a holiday or a weekend, the report will be
due the first business day after the holiday or weekend. Even if there has not been
reinvestment or activity in a quarter, Participant shall still submit a report noting such.
Dates quarterly reports must be submitted by:
Quarter 1April 10
Quarter 2July 10
Quarter 3October 10
Quarter 4January 10
Additionally, Participant shall submit an annual self-assessment that includes an evaluation
requirements, including the implementation of the Main Street Approach in alignment with
for the previous calendar year. Assessment, baseline requirements, approach, and standards
are published on the Main Street America website here: www.mainstreet.org.
E. Probation.
Participant agrees that their Local Program may be placed on probation, which may result
in the suspension of TMSP services or possible removal from the TMSP, for any of the
following reasons:
1. Failure to submit a local program annual self-assessment pursuant to Section III. D
above.
2. Failure to achieve accreditation objectives more than two (2) consecutive years.
3. Failure to submit activity/reinvestment reports for more than two (2) consecutive
quarters.
4. Failure to employ a full-time Main Street Manager.
5. Failure to adequately staff, per this contract, or fund the program.
6. Failure of an experienced Main Street Manager (in the role greater than two (2) years)
to spend a minimum of 75% of their time on Main Street Program work.
7. Limiting Main Street Manager effectiveness by adding roles or titles beyond Main
effectiveness as documented by a drop in annual assessment scoring and/or affiliate
designation.
8. Failure to hire for a Main Street Manager vacancy within six (6) months of the
9. Failure to establish an active Board that is solely focused on the TMSP approved
Main Street District.
10. Failure of a community to employ Historic Preservation Codes and Ordinances or to
actively advocate for them.
11. Failure to abide by this Agreement.
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THCshallnotifyParticipantinwritingpriortoimplementingprobationinaccordancewith
Texas Administrative Code, Title 13, Part 2, Chapter 19. In the case of probation,
Participant fails to remedy identified deficiencies within a reasonable time. No fees will be
refunded in cases of probation and any outstanding fees under this Agreement will remain
due. During probationary status, the stipulations called for in sections III and IV of this
TM
F. National Main Street America membership.
Participant shall budget for and maintain membership in the National Main Street Center.
IV. SERVICES TO BE PERFORMED BY TMSP
A. On-site visits and technical expertise.
TMSP services are available to designated Texas Main Street Cities in good standing and will
be delivered in accordance with Texas Administrative Code, Title 13, Part 2, Chapter 19
subject to available THC resources. issues. Services may include, but are not limited to
consultations, training, or site visits to address design, organization, promotion, economic
vitality, and historic preservation.
B. Assistance Securing a Main Street Manager.
Should a replacement program manager be needed, the TMSP office can assist with elements
of the hiring process, including job description examples, job posting options, and interview
questions. Upon request, the TMSP office may assist in the hiring process if its
capacity allows; however, the responsibility for selection, salary, employment and employee-
related legal matters will remain with Participant. The Participant is responsible for, and shall
hold THC and TMSP harmless from, all the acts and omissions of its managers and all of
its employees, agents, representatives, contractors and/or subcontractors.
͵ GENERAL TERMS AND RESPONSIBILITIES.
A. Confidentiality and Public Information Act.
Notwithstanding any provisions of this Agreement to the contrary, Participant and THC
will comply with the Texas Public Information Act, codified in Chapter 552, Texas
Government Code, as interpreted by judicial opinions and opinions of the Attorney General
of the State of Texas. THC and Participant agree to notify each other in writing within a
reasonable time from receipt of a request for information related to work under
this Agreement. Participant and THC will cooperate in the production of documents
responsive to the request. Participant will notify THC within twenty-four (24) hours of
receipt of any third-party requests for information that was provided by the State of Texas
for use in performing the Agreement. This Agreement and all data and other information
generated or otherwise obtained in its performance may be subject to the Texas Public
Information Act. Subject to the Texas Public Information Act, Participant agrees to maintain
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theconfidentialityofinformationreceivedfromtheStateofTexasduringtheperformance
of this Agreement, including information which discloses confidential personal information.
B. Dispute Resolution.
The dispute resolution process provided for in Chapter 2260, Texas Government Code,
shall be used by THC and Participant to resolve any dispute arising under the Agreement.
If claim for breach of Agreement cannot be resolved in the ordinary course of
business, it shall be submitted to the negotiation process provided in Chapter 2260. To
initiate the process, Participant shall submit written notice, as required by Chapter 2260, to
the individual identified in the Agreement for receipt of notices. Compliance by Participant
with Chapter 2260 is a condition precedent to the filing of a contested case proceeding under
Chapter 2260.
process for seeking a remedy for an alleged breach of Agreement by THC if the parties are
unable to resolve their disputes as described above.
Compliance with the contested case process provided in Chapter 2260 is a condition
precedent to seeking consent to sue from the Legislature under Chapter 107, Civil Practices
and Remedies Code. Neither the execution of the Agreement by Participant and THC nor
any other conduct of any representative of the Participant or THC relating to the Agreement
shall be considered a waiver of sovereign immunity to suit by THC or any governmental
immunity to which Participant is otherwise entitled under Texas law.
C. Indemnification.
TO THE EXTENT ALLOWABLE BY LAW, PARTICIPANT SHALL DEFEND,
INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND THC,
AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES,
CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL
LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED
COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT OF, OR RESULTING
FROM ANY ACTS OR OMISSIONS OF PARTICIPANT OR ITS AGENTS,
EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF
SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE
AGREEMENT AND THE TM SUBLICENSE AGREEMENT AND/OR UPDATED
TM SUBLICENSE AGREEMENT. THE DEFENSE SHALL BE COORDINATED BY
WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY
LAWSUIT AND PARTICIPANT MAY NOT AGREE TO ANY SETTLEMENT
WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OAG.
PARTICIPANT AND THC AGREE TO FURNISH TIMELY WRITTEN NOTICE TO
EACH OTHER OF ANY SUCH CLAIM.
TO THE EXTENT ALLOWABLE BY LAW, PARTICIPANT SHALL DEFEND,
INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS, THC AND/OR
THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS,
ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL THIRD PARTY
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CLAIMS INVOLVING INFRINGEMENT OF UNITED STATES PATENTS,
COPYRIGHTS, TRADE AND SERVICE MARKS, AND ANY OTHER
INTELLECTUAL OR INTANGIBLE PROPERTY RIGHTS IN CONNECTION
WITH THE PERFORMANCES OR ACTIONS OF PARTICIPANT PURSUANT TO
THIS AGREEMENT AND/OR UPDATED TM SUBLICENSE AGREEMENT.
PARTICIPANT AND THC AGREE TO FURNISH TIMELY WRITTEN NOTICE TO
EACH OTHER OF ANY SUCH CLAIM. PARTICIPANT SHALL BE LIABLE TO PAY
ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE
SHALL BE COORDINATED BY PARTICIPANT WITH THE OAG WHEN TEXAS
STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND
PARTICIPANT MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST
OBTAINING THE CONCURRENCE FROM OAG.
D. Independent Contractor.
serve as an independent contractor in providing goods or services. Participant or
employees of THC. Should Participant subcontract any of the services required in this
Agreement, Participant expressly understands and acknowledges that in entering such
subcontract(s), THC is in no manner liable to any subcontractor(s) of Participant. In no
event shall this provision relieve Participant of the responsibility for ensuring that the
services rendered under all subcontracts are rendered in compliance with this Agreement
and the TM Sublicense Agreement or Updated TM Sublicense Agreement.
E. Ownership of Intellectual Property.
analyses, work papers, work products, materials, approaches, designs, specifications,
systems, documentation, methodologies, concepts, knowledge, know-how, ideas,
improvements, plans, advice, research, materials, intellectual property or other property
developed, produced, or generated in part or in full by THC and/or in cooperation with
Participant, in connection with this Agreement. Work Product specifically excludes pre-
existing material owned by Participant, or material developed during the Term of this
Agreement independently and exclusively by Participant without any THC involvement or
contribution, and that does not include or incorporate any Work Product or Work Product
components Participant All Work Product generated pursuant to
this Agreement is made the exclusive property of THC. All right, title and interest in and to
said Work Product shall vest in THC upon creation and shall be deemed to be, and is
expressly intended by the parties to be, a work made for hire and made in the course of the
services rendered pursuant to this Agreement. To the extent that title to any such Work
Product may not, by operation of law, vest in THC, or such Work Product may not be
considered a work made for hire, all rights, title and interest therein are hereby irrevocably
assigned to THC. THC shall have the right to obtain and to hold in its name any and all
patents, copyrights, registrations or such other protection as may be appropriate to the Work
Product subject matter, and any extensions and renewals thereof.
Furthermore, if and to the extent THC provides Participant any Work Product and/or other
Program and the purpose of this Agreement, THC hereby grants Participant, commencing
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upon the date that Participant is designated as a Texas Main Street City, a nonexclusive,
revocable, worldwide, fully paid, royalty-free, license, for the Term of this Agreement while
Participant remains designated as a Texas Main Street City, to reproduce, modify, distribute,
publicly perform, publicly display and use the THC Property only to the extent such use is
in furtherance of the Local Program. To the extent Participant provides any Independent
Participant Material to THC in connection with this Agreement, Participant hereby grants
THC, and THC accepts, a nonexclusive, perpetual, irrevocable, worldwide, fully paid,
royalty-free license to use, reproduce, copy, modify distribute, publicly perform, publicly
display, store, post on the Internet and creative derivative works of such Independent
Participant Material, and to sublicense and transfer such Independent Participant Material
to third parties to use in accordance with these license terms for THC purposes.
F. State Auditor.
In addition to and without limitation of the other audit provisions of this Agreement, and
to the extent applicable, pursuant to Section 2262.154 of the Texas Government Code, the
entity or person receiving funds from the State directly under this Agreement or indirectly
through a subcontract under this Agreement. The acceptance of funds by Participant or any
other entity or person directly under this Agreement or indirectly through a subcontract
under this Agreement acts as acceptance of the authority of the State Office, under
the direction of the Legislative Audit Committee, to conduct an audit or investigation in
connection with those funds. Under the direction of the Legislative Audit Committee,
Participant or other entity that is the subject of an audit or investigation by the State
Office must provide the State Office with access to any information the
Participant further
investigation, including providing all records requested. Participant shall ensure that this
paragraph concerning the authority to audit funds received indirectly by subcontractors
through Participant and the requirement to cooperate is included in any subcontract it
awards. The State Office shall at any time have access to and the right to examine,
audit, excerpt, and transcribe any pertinent books, documents, working papers, and records
of Participant related to this Agreement.
G. Assignment.
Participant may not assign this Agreement, in whole or in part, and may not assign any right
or duty required under it, w ithout the prior written consent of THC. Any attempted
assignment in violation of this provision is void and without effect.
VI. CONTRACT AMOUNT
In accordance with Texas Government Code § 442.014(d) and 13 Tex. Admin. Code § 19.5(d),
Participant shall pay THC a fee in the amount of $2,600 to defray cost of staff time and
expenses for services provided under the Local Program. THC shall invoice for the fee and
Participant shall tender payment to THC within 60 days.
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VII. TERM and TERMINATION
A. Term.
This Agreement begins upon the latest date the Agreement becomes fully executed by
individuals who have the authority to bind the party on whose behalf he or she is signing
date pursuant to subsection B below.
B. Termination.
1. Either party shall have a right to terminate all performances to be rendered under this
Agreement by notifying the other party in writing at least ten (10) days in advance of
the termination date.
2. In the event Participant refuses or fails to execute any Updated TM Sublicense
Agreement pursuant to the terms of Section II. above within sixty (60) days of receipt
thereof, THC shall have the right to immediately terminate this Agreement by written
notice to the Participant.
3. Upon termination of this Agreement under subsections 1 or 2 above, Participant will
no longer be designated as an official Texas Main Street City (as defined in 13 Tex.
Admin. Code § 19.3(2)), and will no longer be allowed the use of any Work Product
or THC Property, as defined herein, or the registered trademark, logos, and brand of
TM
.
In such event, Participant agrees to return to THC any Work Product and THC
Property in its possession.
Ѝ͵ No funds paid under Section VI. above shall be refunded in any case of termination.
VIII. CHANGES AND AMENDMENTS
Any alterations, additions, or deletions to the terms of this Agreement shall be in writing and
signed by both parties.
IX. APPLICABLE LAW AND VENUE; NO WAIVER; SEVERABILITY
This Agreement shall be governed by and construed in accordance with the laws of the State of
Texas. The venue of any suit arising under this Agreement is fixed in any court of competent
jurisdiction of Travis County, Texas.
Nothing in this Agreement shall be construed as a waiver of sovereign immunity or any
governmental immunity to which Participant is entitled under Texas law. This Agreement shall
not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or
immunities available to Participant, THC or the State of Texas. The failure to enforce, or any
delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available
to Participant, THC or the State of Texas under this Agreement or under applicable law shall
not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be
considered as a basis for estoppel.
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In the event thatany provision of this Agreement is later determined to be invalid, void, or
unenforceable, then the remaining terms, provisions, covenants, and conditions of this
Agreement shall remain in full force and effect, and shall in no way be affected, impaired, or
invalidated.
X. PROHIBITED FOREIGN BUSINESSES
In accordance with Texas Government Code, Chapter 2252, Subchapter F, Participant hereby
represents and warrants that it is not engaged in business with a company identified on the lists
prepared and maintained under Texas Government Code §§ 806.051 (companies with business
operations in Sudan), 807.051 (companies with business operations in Iran), or 2252.153
(companies known to have contracts with or provide supplies or services to a foreign terrorist
organization). Notwithstanding the foregoing, a company that the United States government
or to a foreign terrorist organization, is not subject to contract prohibition under this clause. A
Participant engaged in business with a company claiming such exemption must submit the
official copy of the declaration.
XI. FORCE MAJEURE
THC shall not be responsible for performance under this Agreement should it be prevented
from performance by an act of war, order of legal authority, act of God, or other unavoidable
cause not attributable to the fault or negligence of THC.
Participant shall not be liable to THC for non-performance or delay in performance of a
requirement under this Agreement if such non-performance or delay is due to one of the
following occurrences, which occurrence must not be preventable through the exercise of
reasonable diligence, be beyond the control of Participant, cannot be circumvented through the
use of alternate sources, work-around plans, or other means and occur without its fault or
negligence: fire; flood; lightning strike; weather damage; earthquake; tornado; hurricane; snow
or ice storms; equipment break down; pandemic; acts of war, terrorism, riots, or civil disorder;
strikes and disruption or outage of communications, power, or other utility.
In the event of an occurrence under the above paragraph, Participant will be excused from any
further performance or observance of the requirements so affected for as long as such
circumstances prevail, and Participant continues to use commercially reasonable efforts to
recommence performance or observance whenever and to whatever extent possible without
confirmed in writing within five (5) calendar days of the inception of such occurrence) and
describe at a reasonable level of detail the circumstances causing the non-performance or delay
in performance.
XII. NOTICES.
Any notices and/or documents required hereunder shall be deemed to have been duly provided
if in writing and delivered personally or by pre-paid guaranteed overnight delivery service, or
sent postage prepaid by United States certified mail, return receipt requested. Any such notice
shall be effective on the date of delivery if delivered personally, on the next business day
following delivery to the guaranteed overnight delivery service if the notice was so delivered and
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the charges were prepaid, or on the date the recipient signed for the notice if sent by certified
mail.
Notices shall be addressed as follows, or at such other address as any party hereto shall
notify the other of in writing:
If to THC:
Texas Historical Commission
P.O. Box 12276
Austin, TX 78711
If to Participant:
City of Denton
401 N. Elm St.
Denton, TX 76201
THE UNDERSIGNED PARTIES BIND THEMSELVES TO THE FAITHFUL
PERFORMANCE OF THIS AGREEMENT.
Date:
Authorized Signature
(City Manager, Mayor, or Board Chair)
Signer printed name: Cassey Ogden
Signer title: Interim City Manager
Signer address: 215 E. McKinney St. Denton, TX 76201
Signer phone: 940-349-7195
Date:
Amy Hammons, State Coordinator
Texas Main Street Program
P.O. Box 12276 Austin, TX 78711
512-463-5758 amy.hammons@thc.texas.gov
Date:
Bradford Patterson, Chief Preservation Officer, DSHPO
Texas Historical Commission
P.O. Box 12276 Austin, TX 78711
512-936-2315
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Texas Main Street Locally Designated Program
2026 ContractExhibits A & B
National Main Street Trademark Sublicense Agreement grants the right to use the registered
- MAIN
TM
STREET AMERICA. Agreements are issued by Main Street America to Local Program managers
mid-year. For that reason, each Local Program signs this agreement mid-year and will have a copy
agreement. For the purposes of this TMSP contract, we have included a sample of both sublicense
agreements--Exhibit A is a Local Program Accredited Sublicensing Agreement for the City of
Denton and Exhibit B is a Local Program Affiliate Sublicensing Agreement for the City of Bay City.
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ExhibitA
DocusignDocusignEnvelopeEnvelopeID:ID:7C6D1338DFF8C022--CF5B3880--4D9041F0--903DAD4B-A70D834A63FD-A53CED6C9A1F
TRADEMARKSUBLICENSEAGREEMENT
ThisTrademarkSublicenseAgreementisenteredintobetween
city of Denton
Texas Historical commission
Coordinating Program and
(), effective as of the last date written below. For good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the parties agree as follows:
1.Background.
A.
MAIN STREET AMERICA. As a part of that program, MAIN STREET AMERICACoordinating
Programmembershipisavailabletostatewide,regionalorcitywideorganizationsthatoverseemultiple
local downtown and neighborhood programs within their service area and work to preserve and
AMERICAprogram is available at the Affiliate or Accredited levels to individual programs or
organizationsthatsatisfythemembershipeligibilitycriteriadescribedontheNMSCwebsite(currently
located at: https://higherlogicdownload.s3.amazonaws.com/NMSC/390e0055-2395-4d3b-af60-
81b53974430d/UploadedImages/Join/Main_Street_America_Tier_System_Overview_-
_2019_Update.pdf).
B.OrganizationisaCoordinatingProgrammemberofNMSCingoodstandingandhasentered
into a Trademark License Agreement with the NMSC which grants to the Coordinating Program the
right to sublicense to its Local Programs the use of the NMSC name and trademarks described below.
C.SublicenseeisaLocalProgramMemberingoodstandingoftheMAINSTREETAMERICA
geographic service area. Therefore, Sublicensee has the opportunity to enter into this Sublicense
®
STREET AMERICAand MAIN STREET, as described below.
D.
owns the following registered trademarks, which it has delegated to the NMSC the right to sublicense.
NMSC and Coordinating Program have entered into a Trademark Licensing Agreement which grants
the Coordinating Program the right to sublicense the following registered trademarks:
MarkU.S.RegistrationNumber
MAINSTREETReg.No.3,365,568
NATIONALMAINSTREETCENTERReg.No.5,370,135
These registered trademarks owned by the National Trust, together with the MAIN STREET
AMERICAwordmarksandlogosreferredtobelow,andanyothertrademarksownedbytheNational
Trust,ortheNMSC,whichtheNMSCmaygranttheCoordinatingProgramandSublicenseepermission
E.The Trademarks are well known and recognized by the general public and associated in the
public mind with the NMSC and the National Trust. The Coordinating Program and the Sublicensee
with the terms and conditions of this Sublicense Agreement, including the recognition and credibility
brought to the Sublicensee through its use of these Trademarks and the benefit to the Coordinating
Program and NMSC from association with high-performing Local Programs.
DocusignDocusignEnvelopeEnvelopeID:ID:7C6D1338DFF8C022--CF5B3880--4D9041F0--903DAD4B-A70D834A63FD-A53CED6C9A1F
NationalMainStreetCenter
LocalProgramAccreditedMemberSublicensingAgreement
2.GrantofSub-License.
A.SubjecttothetermsandconditionsofthisSublicenseAgreement,theCoordinatingProgram
hereby grants to the Sublicensee the non-exclusive right and license to use the Trademarks to identify
and promote its participation in the MAIN STREET AMERICAprogram, as well as its relationship
andassociationwiththeCoordinatingProgramandNMSC,inconnectionwiththefollowingactivities:
i.MAIN STREET AMERICAword and logo marks
MAINSTREETAMERICAwordmarkandthefollowingMAINSTREETAMERICAlogo is
limited to Sublicensees which are members in good standing at the Accredited membership
level of the MAIN STREET AMERICAprogram:
ForusebyLocalProgramswhoareDesignatedMembersattheAccreditedLevel:
As a Main Street AmericaAccredited program, INSERT NAME HERE is a recognized
leading program among the national network of more than 1,200 neighborhoods and
communities who share both a commitment to creating high-quality places and to building
stronger communities through preservation-based economic development. All Main Street
AmericaAccredited programs meet a set of National Accreditation Standards of
Performance as outlined by the National Main Street Center.
®
ii.NATIONALMAINSTREETCENTERwordmark.Therighttousethe
®
NATIONAL MAIN STREET CENTERword mark solely and exclusively to indicate its
association with the National Main Street Center.
®
iii.MAIN STREETword mark
trademark is limited to use made to identify Sublicensee and/or its activities, including as
part of the name of the Sublicensee at the Accredited level, in connection with commercial
district revitalization and related consultation, education, and training.
3.Scope of and Limitations on Use.Use of the Trademarks by the Sublicensee will be subject to
the following limitations:
A.SublicenseemustdisplaytheAccreditedlevelMAINSTREETAMERICAmembershipmark
on their website. All uses of the MAIN STREET AMERICA word mark and logo by Sublicensee must
followthespecificmark,color,andcharacterusagesetforthintheBrandGuidelinesattachedasExhibit
A, which are incorporated by reference as if fully set forth herein. Sublicensee will not use or develop
anydifferentlogosordesigns(includinganysymbolsorstylizedpresentations),inconnectionwiththe
MAIN STREET AMERICA mark or logo. Use of the MAIN STREET AMERICA word mark and logo by
Sublicensee is a mandatory condition of membership in the MAIN STREET AMERICA program.
B.
programs,andactivities,canbeusedonmaterialsdesignedtopromotetheworkofSublicensee(e.g.,
2
DocusignDocusignEnvelopeEnvelopeID:ID:7C6D1338DFF8C022--CF5B3880--4D9041F0--903DAD4B-A70D834A63FD-A53CED6C9A1F
NationalMainStreetCenter
LocalProgramAccreditedMemberSublicensingAgreement
website,brochures,newsletter,letterheadorotherprintedpromotionalmaterials).Therighttousethe
MAIN STREET mark by the Sublicensee is an optional benefit of membership in the MAIN STREET
AMERICA program.
C.AllusesoftheNATIONALMAINSTREETCENTERwordmarkbySublicenseemustfollow
the requirements set forth in the Brand Guidelines attached as Exhibit A, which are incorporated by
reference as if fully set forth herein.Sublicensee will not use or develop any different logos or designs
(including any symbols or stylized presentations) in connection with the NATIONAL MAIN STREET
CENTER mark. Use of the NATIONAL MAIN STREET CENTER mark by Sublicensee is an optional
benefit of membership in the MAIN STREET AMERICA program.
D.This Sublicense Agreement is subject to the terms, conditions, and limitations of the
Trademark License Agreement between NMSC and the Coordinating Program.
E.Sublicensee will not apply to register any of the Trademarks, or any other trademark that
incorporatesanypartoftheTrademarksorTrustforHistoricSublicenseewill
not state or imply that it owns any such trademarks.
F.SublicenseewillnotusetheTrademarksincombinationwithorinjuxtapositionwithother
trademarksexceptasmaybeapprovedinwritingbytheNMSC.TheSublicenseewillapplyanddisplay
®
the symbol and the symbol next to or with respect to the Trademarks as directed by the
Coordinating Program.
G.Other than as specifically provided herein, Sublicensee is not granted any other rights to
use, license or sublicense the Trademarks.
4.Term.ThisSublicenseAgreementwillbecomeeffectiveimmediatelyuponthedateoflastsignature
below, and, unless terminated early under Sections 5 or 10, will be effective through May 31, 2026, at
which time it may be renewed by mutual written agreement of the parties hereto.
5.Conditions.ThisSublicenseAgreementbetweenCoordinatingProgramandSublicenseeis
conditioneduponSublicenseehavinganactiveMAINSTREETAMERICAmembershipatthe
AccreditedlevelwithNMSC.Therequirementsofthismembershiparecurrentlyavailableat:
https://higherlogicdownload.s3.amazonaws.com/NMSC/390e0055-2395-4d3b-af60-
81b53974430d/UploadedImages/Join/Main_Street_America_Tier_System_Overview_-
_2019_Update.pdf,andareincorporatedhereinbyreference.
6.Acknowledgment of Ownership. Use of the Trademarks indicates acknowledgment by the
STREETAMERICA,NATIONALMAINSTREETCENTER, andMAINSTREET),andthat Sublicensee
will not at any time do, or permit to be done, any act or thing that will in any way impair the rights of
theNMSCortheNationalTrust.AlluseoftheTrademarksbythe Sublicenseewillinuretothebenefit
of the NMSC and the National Trust.
7.Goodwill and promotional value. Sublicensee recognizes and acknowledges the value of
goodwill associated with the Trademarks and agrees that it will not conduct any activity, provide any
service,orproduceordistributegoodswhichinanywaydamagesorreflectsadverselyupontheNMSC
or the National Trust.
8.Non-assignment. This Sublicense Agreement is personal to the Sublicensee, and may not be
assigned to any other individual, program, organization, or agency. Any attempted assignment will be
null and void.
3
DocusignDocusignEnvelopeEnvelopeID:ID:7C6D1338DFF8C022--CF5B3880--4D9041F0--903DAD4B-A70D834A63FD-A53CED6C9A1F
NationalMainStreetCenter
LocalProgramAccreditedMemberSublicensingAgreement
9.ComplianceVerification.ItistheresponsibilityoftheSublicenseetoverifycompliancewiththe
terms of this Sublicense Agreement, and to provide complete and accurate usage reports to the
Coordinating Program. If the Coordinating Program or the NMSC has reason to believe that the
SublicenseeisinviolationofthisSublicenseAgreement,theCoordinatingProgramorNMSCshallhave
the right to make inquiries with Sublicensee as necessary to determine compliance. In such case, the
Sublicensee will cooperate with the Coordinating Program and/or NMSC in its investigation and
provide in a timely fashion any and all information that is requested.
10.Termination.
A.Coordinating Program may terminate this Sublicense Agreement if the Sublicensee violates
any of the provisions of this Sublicense Agreement or fails to satisfy the membership criteria
established by the NMSC for Accredited Local Programs. Such termination will be effective
thirty (30) calendar days after the Coordinating Program sends written notice of such
terminationtoSublicensee.Duringthisthirty(30)dayperiod,Sublicenseemayattempttocure
such violation. If the violation is not cured during this period, the termination will be effective
upon the expiration of the thirty (30) calendar day period.
B.This Sublicense Agreement will automatically terminate immediately without any notice
required, notwithstanding the above paragraph, if the Coordinating Program or NMSC
determines, in their sole discretion:
goodwill, image, or reputation of the NMSC, the National Trust, the Coordinating Program, or
any of the Trademarks; (ii) the Sublicensee discontinues all or a significant portion of its
business;(iii)theNationalTrustterminates,revokes,orfailstorenewtherightstouse,
license, or sublicense the Trademarks; or (iv) the NMSC terminates, revokes or fails to renew
C.Uponthe expirationorearlyterminationof this SublicenseAgreement,theSublicenseewill
discontinueuseoftheTrademarksandwillpromptlydestroyanddeletetangibleandelectronic
documents andfilescontainingany such marks, exceptfor alimitednumber ofcopiesretained
for archival purposes only.
11.GoverningLaw.ThisSublicenseAgreementisenteredintointheDistrictofColumbiaandwillbe
governedbyandconstruedinaccordancewiththelawsoftheDistrictofColumbia,USA,withoutgiving
effect to conflict of laws provisions.
12.AnnualReport,Notices,OtherCommunication.UponrequestbytheCoordinatingProgram
or NMSC, Sublicensee shall submit samples of any materials on which the Trademarks licensed under
this agreement were used during the year. Such samples shall be submitted within ten (10) business
days of receipt of a written request from the Coordinating Program or NMSC.
13.Notices. Any notices which either party is required or may desire to serve upon the other party
shallbeinwritingandmaybeservedeitherpersonallyorbydepositingthesameinthemail(firstclass
postage prepaid, certified and return receipt requested) or with a reputable overnight express delivery
service(withconfirmeddelivery,chargeprepaidorbilledtoshipper),addressedtothepartytobeserved
asfollows,unlessadifferentaddressisdesignatedinwritingbythepartytobeserved.Noticeshallalso
be required to be given by electronic mail on the same date as deposited in the mail.Notice given by
mail alone shall not be sufficient.
ToCoordinatingProgram:
TexasHistoricalcommission
Name:
POBox12276
Address:
4
DocusignDocusignEnvelopeEnvelopeID:ID:7C6D1338DFF8C022--CF5B3880--4D9041F0--903DAD4B-A70D834A63FD-A53CED6C9A1F
NationalMainStreetCenter
LocalProgramAccreditedMemberSublicensingAgreement
Austin, TX 78711
512-936-2315
Phone:
brad.patterson@thc.texas.gov
Email:
ToSublicensee:
CityofDenton
Name:
401 N. Elm
Address:
Denton, TX 76201
940.349.7531
Phone:
sara.hensley@cityofdenton.com
Email:
14.Successors.This Sublicense Agreement shall be binding upon, and will inure to the benefit of,
the parties and their respective permitted successors and assigns.
15.Modification.No amendment or modification of the terms or conditions of this Sublicense
Agreement will be valid unless in writing and signed by both parties.
16.Waiver.The failure of either party to partially or fully exercise any right or the waiver by either
partyofanybreach,shallnotpreventasubsequentexerciseofsuchrightorbedeemedawaiverofany
subsequentbreachofthesameoranyothertermofthisSublicenseAgreement.Nowaivershallbevalid
or binding unless in writing and signed by the waiving party.
17.Severability.If any provision of this Sublicense Agreement or the application of any provision
hereof to any person or circumstances is held to be void, invalid, or inoperative, the remaining
provisionsofthisSublicenseAgreementshallnotbeaffectedandshallcontinueineffectandtheinvalid
provision shall be deemed modified to the least degree necessary to remedy such invalidity.
18.Hold Harmless. The Sublicensee will be responsible at all times for the supervision and
managementofitsactivitiesunderthisSublicenseAgreement.Totheextentpossibleinaccordancewith
state law, the Sublicensee agrees to hold harmless the Coordinating Program, the NMSC, the National
Trust,andtheirrespectivedirectors,trustees,officers,employees,andagents,fromanyandallliability,
loss, damages, costs or expenses which arise out of the negligent acts or omissions of the Sublicensee,
its directors, officers, employees, and agents, while acting in the scope of their employment and/or in
19.Insurance.TheSublicenseeshallobtainandmaintainoneormorepoliciesofinsurancetoensure
performanceofitsobligationsunderthisSublicenseAgreementandto provideadequate
protectionfortheCoordinatingProgram,theNMSC,andtheNationalTrust,againstanyandallclaims,
demands,causesofactionordamages,fees,arisingoutof theperformanceof this
Sublicense Agreement. Nothing herein shall prevent the Sublicensee from self-insuring the terms of
coverageorfromcontractingwithaninsurancecompanytoprovidesubstantiallyequivalentcoverage.
20.Relationship of the Parties. The Sublicensee is an independent contractor. Nothing in this
Sublicense Agreement shall be construed to create or constitute a partnership, joint venture, or any
other agency or employment relationship between the parties hereto. Neither party is authorized to
enter into any agreement on behalf of, assume any obligation for, or otherwise bind the other party
financiallyorotherwise;noriseitherpartyresponsiblefortheobligationsoftheotherparty,including
butnotlimitedtoobligationstotheownemployees,theirwage/salaries,benefits,vacationpay,
and the like.
5
DocusignDocusignEnvelopeEnvelopeID:ID:7C6D1338DFF8C022--CF5B3880--4D9041F0--903DAD4B-A70D834A63FD-A53CED6C9A1F
NationalMainStreetCenter
LocalProgramAccreditedMemberSublicensingAgreement
21.EntireAgreement. ThisSublicenseAgreementistheentireagreementbetweenthepartieswith
respecttothemattersreferredtohereinanditsupersedesandreplacesallpriorandcontemporaneous
oral and written understandings pertaining to the subject matter hereof.
IN WITNESS WHEREOF, the parties enter into this Sublicense Agreement effective as of the last date
written below.
CoordinatingProgramSublicensee
__________________________
By:_By:_
CityManager
7/9/2025
6/26/2025
Date:Date:
6
DocusignDocusignEnvelopeEnvelopeID:ID:7C6D1338DFF8C022--CF5B3880--4D9041F0--903DAD4B-A70D834A63FD-A53CED6C9A1F
NationalMainStreetCenter
LocalProgramAccreditedMemberSublicensingAgreement
EXHIBIT A
BRANDGUIDELINES
7
DocusignDocusignEnvelopeEnvelopeID:ID:7C6D1338DFF8C022--CF5B3880--4D9041F0--903DAD4B-A70D834A63FD-A53CED6C9A1F
Brand
DǒźķĻƌźƓĻƭ
DocusignDocusignEnvelopeEnvelopeID:ID:7C6D1338DFF8C022--CF5B3880--4D9041F0--903DAD4B-A70D834A63FD-A53CED6C9A1F
howwedescribeourselves
ITISIMPORTANTTHATWEALLTELLTHESAMESTORYABOUT MAIN
STREET AMERICA TO HELP DISTINGUISH AND REINFORCE OUR BRAND.
TODOTHAT,WEHAVETHREELEVELSOFINCREASINGDETAIL:
TAGLINE,DESCRIPTOR,ANDPOSITIONINGSTATEMENT.
TAGLINE
ThetaglineisoursimpleststatementaboutwhatMainStreetAmericastandsfor.
Wecanuseitinwrittenmaterialsbuttohelpestablishconsistency,weshouldnot
alter the words.
Nationallyrecognized.Locallypowered.
DESCRIPTOR
ThedescriptorwasdevelopedtobeaconcisestatementaboutMainStreetAmerica
tobeusedinsuchapplicationsaspressreleases,announcements,andpromotional
materials.Whileitcanbealteredifnecessaryforcircumstances,we
encourage using it intact for most applications.
TM
MainStreetAmerica hasbeenhelpingrevitalizeolderandhistoric
commercialdistrictsformorethan35years.Todayitisanetworkofmore
than1,600neighborhoodsandcommunities,ruralandurban,whoshare
both a commitment to place and to building stronger communities
throughpreservation-basedeconomicdevelopment.MainStreetAmerica
isaprogramoftheNationalMainStreetCenter,asubsidiaryof
the National Trust for Historic Preservation.
1
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Ourpositioning
POSITIONINGSTATEMENT
The positioning statement provides more detail about Main Street America
andwhatmakesourprogrambothuniqueandeffective.Itcanbeusedinits
entirety,orpartscanbeextracted,asasourceoflanguageforavarietyof
communication needs.
TM
MainStreetAmerica isamovement.MainStreetAmericahasbeen
helpingrevitalizeolderandhistoriccommercialdistrictsformorethan
35years.Itistheleadingvoiceforpreservation-basedeconomicdevelop-
ment and community revitalization across the country. Made up of small
towns, mid-sized communities, and urban commercial districts, Main
Street America represents the broad diversity that makes this country so
unique. Working together, the programs that make up the Main Street
Americanetworkhelptobreathenewlifeintotheplacespeoplecallhome.
MainStreetAmericaisamarkofdistinction.Itisaseal,recognizingthat
participating programs, organizations, and communities are part of a
national movement with a proven track record for celebrating community
character, preserving local history, and generating impressive economic
returns. Since 1980, over 2,000 communities have been part of Main Street,
commercial districts, securing $61 billion in new investment creating
morethan525,000netnewjobsandrehabilitating251,000buildings.
Main Street America is a time-tested strategy. Main Street America
communities are encouraged to make use of a time-tested approach,
knownastheMainStreetApproach.TheMainStreetApproachisrooted
in a commitment to broad-based community engagement, a holistic
understandingofthefactorsthatimpactthequalityoflifeinacommunity,
andstrategicfocusonthecoreprinciplesofdowntownandneighborhood
revitalization:EconomicVitality,QualityDesign,EffectivePromotion,and
Sustainable Organization.
2
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Ourlogo
THE MAIN STREET AMERICANAME AND ALL ASSOCIATED LOGOS ARE
TRADEMARKS OF THE NATIONAL MAIN STREET CENTER AND MAY BE
USEDONLYWITHPERMISSIONOFNMSC.
Threebrandtreatmentseachassociatedwithadifferentlevelofmembership
withMainStreetAmericaareavailabletoaccommodatecommunicationneeds
andestablishconsistencyacrossthenetwork.AllMainStreetAmericamembers
whohavesignedlicensingorsub-licensingagreementsarerequiredtoincludethe
appropriate logo and membership language on their websites, and are encouraged
tousethemacrossothercommunicationsandbrandingplatforms.
3
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logousage
IT IS IMPERATIVE THAT A LOGO IS PRESENTED CONSISTENTLY,
CLEARLY AND CORRECTLY.
There areafewrulestokeep inmindwhenusingourlogo:
Placethelogoonawhitebackground.Donotplaceondark,photographic,
or illustrative backgrounds.
Makesurethelogohasenoughspacearounditsothatitislegible.Donot
Useapprovedlogolesastheyareprovided,donotaltertheminanyway.
to ensure legibility. That space is equal to the height of
. DO NOT place
anythinginsideofthegraydottedbox.
DONOTchangethecolorofthelogo
DONOTresizepartsofthelogo DONOTstretchordistort
the logo
DO NOT add effects such as drop
DO NOT omit parts of the logo
shadows to the logo
DONOTaltertheplacementof DO NOT rotate the logoDONOTplacethelogoon
the parts of the logopatterns or photos
4
DocusignDocusignEnvelopeEnvelopeID:ID:7C6D1338DFF8C022--CF5B3880--4D9041F0--903DAD4B-A70D834A63FD-A53CED6C9A1F
OurColors
A COLOR PALETTE IS AN ESSENTIAL INGREDIENT IN ESTABLISHING
ASTRONGANDDISTINCTIVEBRANDPRESENCE.
Theiconofourlogoiscomprisedoffourcolorswithblacktext.Alongwithshades
ofgray,thesearetheonlyacceptablecolorstobeusedinourcommunications.
The logo should always command the most visual attention, and color should be
usedtosupportbutneveroverwhelmthelogo.Additionally,whenappropriate,
®
colormaybeusedtohighlighttheMainStreetFourPointApproach;eacharea
has an assigned color:
ECONOMICVITALITY//QUALITYDESIGN//EFFECTIVEPROMOTION//SUSTAINABLEORGANIZATION
BLUE GREEN ORANGE YELLOW
100.0.20.050.0.100.00.40.100.00.10.100.0Print(CMYK)
PMS313PMS376PMS138PMS116*Print(PANTONE)
0.173.208106.189.69248.154.29254.203.0SCREEN(RGB)
SHADESOFGRAY
While these variations are typically nominal, please use PMS 114 on
5
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Fileusage
OURLOGOISAVAILABLEINAVARIETYOFFILEFORMATS.
Theappropriateformatshouldbeselectedbasedonhowitwillbeused.
Please refer to the list below for guidance.
CreatedinAdobeIllustrator,logolesareEPSvectorlesandresolution-independent,
for print, broadcast and specialty items.
Arastergraphicimagelecreatedbychoosingfromarangeofcompressionqualities,
thereforemakingitsmallerinsizeandeasiertoemail.Usuallyforbroadcast,MSWordor
webuse,JPEGscanonlybeusedforprintreproductioniftheyhavehighenoughresolution.
background transparency, perfect for use in MS PowerPoint presentations.
6
ExhibitB
DocusignEnvelopeID:472BD919-4B6A-474E-9019-F4AE7F787C39
TRADEMARKSUBLICENSEAGREEMENT
ThisTrademarkSublicenseAgreementisenteredintobetween
CityofBayCity
TexasHistoricalCommission
CoordinatingProgram and_
(), effective as of the last date written below. For good and valuable consideration,
the receipt and sufficiency of which are acknowledged, the parties agree as follows:
1.Background.
A.
MAIN STREET AMERICA. As a part of that program, MAIN STREET AMERICACoordinating
Program membership is available to statewide, regional or citywide organizations that oversee
multiplelocaldowntownandneighborhoodprogramswithintheirserviceareaandworktopreserve
STREETAMERICAprogramisavailableattheAffiliateorAccreditedlevelstoindividualprograms
or organizations that satisfy the membership eligibility criteria described on the NMSC website
(currentlylocatedat:https://higherlogicdownload.s3.amazonaws.com/NMSC/390e0055-2395-4d3b-
af60-81b53974430d/UploadedImages/Join/Main_Street_America_Tier_System_Overview_-
_2019_Update.pdf).
B.Organization is a Coordinating Program member of NMSC in good standing and has
entered into a Trademark License Agreement with the NMSC which grants to the Coordinating
Program the right to sublicense to its Local Programs the use of the NMSC name and trademarks
described below.
C.Sublicensee is a Local Program Member in good standing of the MAIN STREET
AMERICAprogram at the Affiliate level. Sublicensee is also located within the Coordinating
®
including MAIN STREET AMERICAand MAIN STREET, as described below.
D.Theparententity,theNationalTrustforHistoricPreservation
ownsthefollowingregisteredtrademarks,whichithas delegatedtotheNMSCtherighttosublicense.
NMSCandCoordinatingProgramhaveenteredintoaTrademarkLicensingAgreementwhichgrants
the Coordinating Program the right to sublicense the following registered trademarks:
MarkU.S.RegistrationNumber
MAINSTREETReg.No.3,365,568
NATIONALMAINSTREETCENTERReg.No.5,370,135
These registered trademarks owned by the National Trust, together with the MAIN STREET
AMERICAword marks and logos referred to below, and any other trademarks owned by the
NationalTrust,ortheNMSC,whichtheNMSCmaygranttheCoordinatingProgramandSublicensee
E.The Trademarks are well known and recognized by the general public and associated in
the public mind with the NMSC and the National Trust. The Coordinating Program and the
SublicenseerecognizethemutualbenefitsthataccruefromuseoftheTrademarks
inaccordancewiththetermsandconditionsofthisSublicenseAgreement,includingtherecognition
andcredibilitybroughttotheSublicenseethroughitsuseoftheseTrademarksandthebenefittothe
Coordinating Program and NMSC from association with high-performing Local Programs.
DocusignEnvelopeID:472BD919-4B6A-474E-9019-F4AE7F787C39
NationalMainStreetCenter
LocalProgramAffiliateMemberSublicensingAgreement
2.GrantofSub-License.
A.Subject to the terms and conditions of this Sublicense Agreement, the Coordinating
ProgramherebygrantstotheSublicenseethenon-exclusiverightandlicensetousetheTrademarks
to identify and promote its participation in the MAIN STREET AMERICAprogram, as well as its
relationship and association with the Coordinating Program and NMSC, in connection with the
following activities:
i.MAIN STREET AMERICAword and logo marks
theMAINSTREETAMERICAwordmarkandthefollowingMAINSTREETAMERICA
logo is limited to Sublicensees which are members in good standing at the Affiliate
membership level of the MAIN STREET AMERICAprogram:
ForusebyLocalProgramswhoareDesignatedMembersattheAffiliateLevel:
As a Main Street AmericaAffiliate, INSERT NAME HERE is part of a national
network of more than 1,200 neighborhoods and communities who share both a
commitmenttocreatinghigh-qualityplacesandtobuildingstrongercommunities
through preservation-based economic development.
®
ii.NATIONAL MAIN STREET CENTERword mark.to use
®
the NATIONAL MAIN STREET CENTERword mark solely and exclusively to indicate
its association with the National Main Street Center.
®
iii.MAIN STREETword mark
trademark is limited to use made to identify Sublicensee and/or its activities, including
aspartofthenameoftheSublicenseeattheAffiliatelevel,inconnectionwithcommercial
district revitalization and related consultation, education, and training.
3.Scope of and Limitations on Use.UseoftheTrademarksby the Sublicenseewillbesubject
to the following limitations:
A.SublicenseemustdisplaytheAffiliatelevelMAINSTREETAMERICAmembershipmark
ontheirwebsite.AllusesoftheMAINSTREETAMERICAwordmarkandlogobySublicenseemust
follow the specific mark, color, and character usage set forth in the Brand Guidelines attached as
ExhibitA,whichareincorporatedbyreferenceasiffullysetforthherein.Sublicenseewillnotuseor
develop any different logos or designs (including any symbols or stylized presentations), in
connection with the MAIN STREET AMERICA mark or logo. Use of the MAIN STREET AMERICA
word mark and logo by Sublicensee is a mandatory condition of membership in the MAIN STREET
AMERICA program.
B.TheMAINSTREETmark,aspartofthenameandidentityoforganization,
programs,andactivities,canbeusedonmaterialsdesignedto promotetheworkofSublicensee (e.g.,
2
DocusignEnvelopeID:472BD919-4B6A-474E-9019-F4AE7F787C39
NationalMainStreetCenter
LocalProgramAffiliateMemberSublicensingAgreement
website, brochures, newsletter, letterhead or otherprinted promotional materials). The rightto use
the MAIN STREET mark by the Sublicensee is an optional benefit of membership in the MAIN
STREET AMERICA program.
C.All uses of the NATIONAL MAIN STREET CENTER word mark by Sublicensee must
follow the requirements set forth in the Brand Guidelines attached as Exhibit A, which are
incorporatedbyreferenceasiffullysetforthherein.Sublicenseewillnotuseordevelopanydifferent
logosordesigns(includinganysymbolsorstylizedpresentations)inconnectionwiththeNATIONAL
MAINSTREETCENTERmark.UseoftheNATIONALMAINSTREETCENTERmarkby
SublicenseeisanoptionalbenefitofmembershipintheMAINSTREETAMERICAprogram.
D.This Sublicense Agreement is subject to the terms, conditions, and limitations of the
Trademark License Agreement between NMSC and the Coordinating Program.
E.SublicenseewillnotapplytoregisteranyoftheTrademarks,oranyothertrademarkthat
will not state or imply that it owns any such trademarks.
F.Sublicensee will not use the Trademarks in combination with or in juxtaposition with
othertrademarksexceptasmaybeapprovedinwritingbytheNMSC.TheSublicenseewillapplyand
®
displaythe symbolandthe symbolnexttoorwithrespectto theTrademarks asdirectedbythe
Coordinating Program.
G.Otherthanasspecificallyprovidedherein,Sublicenseeisnotgrantedanyotherrightsto
use, license or sublicense the Trademarks.
4.Term. This Sublicense Agreement will become effective immediately upon the date of last
signature below, and, unless terminated early under Sections 5 or 10, will be effective through May
31, 2026, at which time it may be renewed by mutual written agreement of the parties hereto.
5.Conditions.ThisSublicenseAgreementbetweenCoordinatingProgramandSublicenseeis
conditioneduponSublicenseehavinganactiveMAINSTREETAMERICAmembershipatthe
AffiliatelevelwithNMSC.Therequirementsofthismembershiparecurrentlyavailableat:
https://higherlogicdownload.s3.amazonaws.com/NMSC/390e0055-2395-4d3b-af60-
81b53974430d/UploadedImages/Join/Main_Street_America_Tier_System_Overview_-
_2019_Update.pdf,andareincorporatedhereinbyreference.
6.Acknowledgment of Ownership. Use of the Trademarks indicates acknowledgment by the
STREETAMERICA,NATIONALMAINSTREETCENTER,andMAINSTREET),andthat
Sublicenseewillnotatanytimedo,orpermittobedone,anyactorthingthatwillinanywayimpair
therightsoftheNMSCortheNationalTrust.AlluseoftheTrademarksbytheSublicenseewillinure
to the benefit of the NMSC and the National Trust.
7.Goodwill and promotional value. Sublicensee recognizes and acknowledges the value of
goodwillassociatedwiththeTrademarksandagreesthatitwillnotconductanyactivity,provideany
service, or produce or distribute goods which in any way damages or reflects adversely upon the
NMSC or the National Trust.
8.Non-assignment. This Sublicense Agreement is personal to the Sublicensee, and may not be
assigned to any other individual, program, organization, or agency. Any attempted assignment will
be null and void.
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DocusignEnvelopeID:472BD919-4B6A-474E-9019-F4AE7F787C39
NationalMainStreetCenter
LocalProgramAffiliateMemberSublicensingAgreement
9.ComplianceVerification.Itistheresponsibilityofthe Sublicenseetoverifycompliancewith
the terms of this Sublicense Agreement, and to provide complete and accurate usage reports to the
Coordinating Program. If the Coordinating Program or the NMSC has reason to believe that the
Sublicensee is in violation of this Sublicense Agreement, the Coordinating Program or NMSC shall
have the right to make inquiries with Sublicensee as necessary to determine compliance. In such
case,theSublicenseewillcooperatewiththeCoordinatingProgramand/orNMSCinitsinvestigation
and provide in a timely fashion any and all information that is requested.
10.Termination.
A.Coordinating Program may terminate this Sublicense Agreement if the Sublicensee
violatesanyoftheprovisionsofthisSublicenseAgreementorfailstosatisfythemembership
criteria established by the NMSC for Affiliate Local Programs. Such termination will be
effective thirty (30) calendar days after the Coordinating Program sends written notice of
suchterminationtoSublicensee.Duringthisthirty(30)dayperiod,Sublicenseemayattempt
tocuresuchviolation.Iftheviolationisnotcuredduringthisperiod,theterminationwillbe
effective upon the expiration of the thirty (30) calendar day period.
B.This Sublicense Agreement will automatically terminate immediately without any notice
required, notwithstanding the above paragraph, if the Coordinating Program or NMSC
determines,intheirsolediscretion:(i)thatactionscouldnegativelyaffectthe
goodwill, image, or reputation of the NMSC, the National Trust, the Coordinating Program,
or any of the Trademarks; (ii) the Sublicensee discontinues all or a significant portion of its
business;(iii)theNationalTrustterminates,revokes,orfailstorenew therights to
use, license, or sublicense the Trademarks; or (iv) the NMSC terminates, revokes or fails to
C.Upon the expiration or early termination of this Sublicense Agreement, the Sublicensee
will discontinue use of the Trademarks and will promptly destroy and delete tangible and
electronic documents and files containing any such marks, except for a limited number of
copies retained for archival purposes only.
11.GoverningLaw.ThisSublicenseAgreementisenteredintointheDistrictofColumbiaandwill
begovernedbyandconstruedinaccordancewith thelawsoftheDistrictofColumbia,USA,without
giving effect to conflict of laws provisions.
12.Annual Report, Notices, Other Communication. Upon request by the Coordinating
Program or NMSC, Sublicensee shall submit samples of any materials on which the Trademarks
licensed under this agreement were used during the year. Such samples shall be submitted within
ten business days of receipt of a written request from the Coordinating Program or NMSC.
13.Notices. Anynoticeswhicheitherpartyisrequiredormaydesireto serveupontheotherparty
shall be in writing and may be served either personally or by depositing the same in the mail (first
class postage prepaid, certified and return receipt requested) or with a reputable overnight express
deliveryservice(withconfirmeddelivery,chargeprepaidorbilledtoshipper),addressedtotheparty
to be served as follows, unless a different address is designated in writing by the party to be served.
Noticeshallalsoberequiredtobegivenbyelectronicmailonthesamedateasdepositedinthemail.
Notice given by mail alone shall not be sufficient.
ToCoordinatingProgram:
BradfordPatterson
Name:
POBox12276
Address:
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DocusignEnvelopeID:472BD919-4B6A-474E-9019-F4AE7F787C39
NationalMainStreetCenter
LocalProgramAffiliateMemberSublicensingAgreement
Austin,TX78711
512-936-2315
Phone:
Brad.Patterson@thc.texas.gov
Email:
ToSublicensee:
ScottyCrowJones
Name:
1901 5TH STREET
Address:
BAY CITY, TEXAS 77414
Phone
Phone:
tisrael@cityofbaycity.org
Email:
14.Successors.ThisSublicenseAgreementshallbebindingupon,andwillinuretothebenefitof,
the parties and their respective permitted successors and assigns.
15.Modification.No amendment or modification of the terms or conditions of this Sublicense
Agreement will be valid unless in writing and signed by both parties.
16.Waiver.Thefailureofeitherpartytopartiallyorfullyexerciseanyrightorthewaiverbyeither
party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of
anysubsequentbreachofthesameoranyothertermofthisSublicenseAgreement.Nowaivershall
be valid or binding unless in writing and signed by the waiving party.
17.Severability.IfanyprovisionofthisSublicenseAgreementortheapplicationofanyprovision
hereof to any person or circumstances is held to be void, invalid, or inoperative, the remaining
provisions of this Sublicense Agreement shall not be affected and shall continue in effect and the
invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.
18.Hold Harmless. The Sublicensee will be responsible at all times for the supervision and
managementofits activitiesunderthis Sublicense Agreement.Totheextentpossibleinaccordance
with state law, the Sublicensee agrees to hold harmless the Coordinating Program, the NMSC, the
NationalTrust,andtheirrespectivedirectors,trustees,officers,employees,andagents,fromanyand
allliability,loss,damages,costsorexpenseswhichariseoutofthenegligentactsoromissionsofthe
Sublicensee, its directors, officers, employees, and agents, while acting in the scope of their
19.Insurance.The Sublicensee shall obtain and maintain one or more policies of insurance to
ensureperformanceofitsobligationsunderthisSublicenseAgreementandtoprovide
adequate protection for the Coordinating Program, the NMSC, and the National Trust, against any
performance of this Sublicense Agreement. Nothing herein shall prevent the Sublicensee from self-
insuring the terms of coverage or from contracting with an insurance company to provide
substantially equivalent coverage.
20.Relationship of the Parties. The Sublicensee is an independent contractor. Nothing in this
Sublicense Agreement shall be construed to create or constitute a partnership, joint venture, or any
other agency or employment relationship between the parties hereto. Neither party is authorized to
enter into any agreement on behalf of, assume any obligation for, or otherwise bind the other party
financially or otherwise; nor is either party responsible for the obligations of the other party,
vacation pay, and the like.
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DocusignEnvelopeID:472BD919-4B6A-474E-9019-F4AE7F787C39
NationalMainStreetCenter
LocalProgramAffiliateMemberSublicensingAgreement
21.Entire Agreement. This Sublicense Agreement is the entire agreement between the parties
with respect to the matters referred to herein and it supersedes and replaces all prior and
contemporaneous oral and written understandings pertaining to the subject matter hereof.
IN WITNESS WHEREOF, the parties enter into this Sublicense Agreement effective as of the last
date written below.
CoordinatingProgramSublicensee
By:______________________________
By:
5/28/2025
5/29/2025
Date:
Date:
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DocusignEnvelopeID:472BD919-4B6A-474E-9019-F4AE7F787C39
NationalMainStreetCenter
LocalProgramAffiliateMemberSublicensingAgreement
EXHIBIT A
BRANDGUIDELINES
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DocusignEnvelopeID:472BD919-4B6A-474E-9019-F4AE7F787C39
Brand
DǒźķĻƌźƓĻƭ
DocusignEnvelopeID:472BD919-4B6A-474E-9019-F4AE7F787C39
howwedescribeourselves
ITISIMPORTANTTHATWEALLTELLTHESAMESTORYABOUT MAIN
STREET AMERICA TO HELP DISTINGUISH AND REINFORCE OUR BRAND.
TODOTHAT,WEHAVETHREELEVELSOFINCREASINGDETAIL:
TAGLINE,DESCRIPTOR,ANDPOSITIONINGSTATEMENT.
TAGLINE
ThetaglineisoursimpleststatementaboutwhatMainStreetAmericastandsfor.
Wecanuseitinwrittenmaterialsbuttohelpestablishconsistency,weshouldnot
alter the words.
Nationallyrecognized.Locallypowered.
DESCRIPTOR
ThedescriptorwasdevelopedtobeaconcisestatementaboutMainStreetAmerica
tobeusedinsuchapplicationsaspressreleases,announcements,andpromotional
materials.Whileitcanbealteredifnecessaryforcircumstances,we
encourage using it intact for most applications.
TM
MainStreetAmerica hasbeenhelpingrevitalizeolderandhistoric
commercialdistrictsformorethan35years.Todayitisanetworkofmore
than1,600neighborhoodsandcommunities,ruralandurban,whoshare
both a commitment to place and to building stronger communities
throughpreservation-basedeconomicdevelopment.MainStreetAmerica
isaprogramoftheNationalMainStreetCenter,asubsidiaryof
the National Trust for Historic Preservation.
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Ourpositioning
POSITIONINGSTATEMENT
The positioning statement provides more detail about Main Street America
andwhatmakesourprogrambothuniqueandeffective.Itcanbeusedinits
entirety,orpartscanbeextracted,asasourceoflanguageforavarietyof
communication needs.
TM
MainStreetAmerica isamovement.MainStreetAmericahasbeen
helpingrevitalizeolderandhistoriccommercialdistrictsformorethan
35years.Itistheleadingvoiceforpreservation-basedeconomicdevelop-
ment and community revitalization across the country. Made up of small
towns, mid-sized communities, and urban commercial districts, Main
Street America represents the broad diversity that makes this country so
unique. Working together, the programs that make up the Main Street
Americanetworkhelptobreathenewlifeintotheplacespeoplecallhome.
MainStreetAmericaisamarkofdistinction.Itisaseal,recognizingthat
participating programs, organizations, and communities are part of a
national movement with a proven track record for celebrating community
character, preserving local history, and generating impressive economic
returns. Since 1980, over 2,000 communities have been part of Main Street,
commercial districts, securing $61 billion in new investment creating
morethan525,000netnewjobsandrehabilitating251,000buildings.
Main Street America is a time-tested strategy. Main Street America
communities are encouraged to make use of a time-tested approach,
knownastheMainStreetApproach.TheMainStreetApproachisrooted
in a commitment to broad-based community engagement, a holistic
understandingofthefactorsthatimpactthequalityoflifeinacommunity,
andstrategicfocusonthecoreprinciplesofdowntownandneighborhood
revitalization:EconomicVitality,QualityDesign,EffectivePromotion,and
Sustainable Organization.
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Ourlogo
THE MAIN STREET AMERICANAME AND ALL ASSOCIATED LOGOS ARE
TRADEMARKS OF THE NATIONAL MAIN STREET CENTER AND MAY BE
USEDONLYWITHPERMISSIONOFNMSC.
Threebrandtreatmentseachassociatedwithadifferentlevelofmembership
withMainStreetAmericaareavailabletoaccommodatecommunicationneeds
andestablishconsistencyacrossthenetwork.AllMainStreetAmericamembers
whohavesignedlicensingorsub-licensingagreementsarerequiredtoincludethe
appropriate logo and membership language on their websites, and are encouraged
tousethemacrossothercommunicationsandbrandingplatforms.
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DocusignEnvelopeID:472BD919-4B6A-474E-9019-F4AE7F787C39
logousage
IT IS IMPERATIVE THAT A LOGO IS PRESENTED CONSISTENTLY,
CLEARLY AND CORRECTLY.
There areafewrulestokeep inmindwhenusingourlogo:
Placethelogoonawhitebackground.Donotplaceondark,photographic,
or illustrative backgrounds.
Makesurethelogohasenoughspacearounditsothatitislegible.Donot
Useapprovedlogolesastheyareprovided,donotaltertheminanyway.
to ensure legibility. That space is equal to the height of
. DO NOT place
anythinginsideofthegraydottedbox.
DONOTchangethecolorofthelogo
DONOTresizepartsofthelogo DONOTstretchordistort
the logo
DO NOT add effects such as drop
DO NOT omit parts of the logo
shadows to the logo
DONOTaltertheplacementof DO NOT rotate the logoDONOTplacethelogoon
the parts of the logopatterns or photos
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DocusignEnvelopeID:472BD919-4B6A-474E-9019-F4AE7F787C39
OurColors
A COLOR PALETTE IS AN ESSENTIAL INGREDIENT IN ESTABLISHING
ASTRONGANDDISTINCTIVEBRANDPRESENCE.
Theiconofourlogoiscomprisedoffourcolorswithblacktext.Alongwithshades
ofgray,thesearetheonlyacceptablecolorstobeusedinourcommunications.
The logo should always command the most visual attention, and color should be
usedtosupportbutneveroverwhelmthelogo.Additionally,whenappropriate,
®
colormaybeusedtohighlighttheMainStreetFourPointApproach;eacharea
has an assigned color:
ECONOMICVITALITY//QUALITYDESIGN//EFFECTIVEPROMOTION//SUSTAINABLEORGANIZATION
BLUE GREEN ORANGE YELLOW
100.0.20.050.0.100.00.40.100.00.10.100.0Print(CMYK)
PMS313PMS376PMS138PMS116*Print(PANTONE)
0.173.208106.189.69248.154.29254.203.0SCREEN(RGB)
SHADESOFGRAY
While these variations are typically nominal, please use PMS 114 on
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DocusignEnvelopeID:472BD919-4B6A-474E-9019-F4AE7F787C39
Fileusage
OURLOGOISAVAILABLEINAVARIETYOFFILEFORMATS.
Theappropriateformatshouldbeselectedbasedonhowitwillbeused.
Please refer to the list below for guidance.
CreatedinAdobeIllustrator,logolesareEPSvectorlesandresolution-independent,
for print, broadcast and specialty items.
Arastergraphicimagelecreatedbychoosingfromarangeofcompressionqualities,
thereforemakingitsmallerinsizeandeasiertoemail.Usuallyforbroadcast,MSWordor
webuse,JPEGscanonlybeusedforprintreproductioniftheyhavehighenoughresolution.
background transparency, perfect for use in MS PowerPoint presentations.
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