HomeMy WebLinkAbout26-1216Docusign Envelope ID: F72AD368-DF17-824B-83BF-21 D4379DA9EE
ORDINANCE NO. 26-1216
AN ORDINANCE OF THE CITY OF DENTON APPROVING AN AGREEMENT BETWEEN
THE CITY OF DENTON AND HICKORY & RAIL VENTURES, LLC, REGARDING AN
ECONOMIC DEVELOPMENT PROGRAM FOR STOKE DENTON, IN THE AMOUNT OF
$158,000; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of Denton ("City") deems it is in the public interest
and serves a municipal and public purpose to enter into an agreement with Hickory & Rail Ventures,
LLC ("HRV"), for the purpose of providing for a program to promote economic development through
the joint effort of the City and HRV; and
WHEREAS, to achieve this public purpose, the City created Stoke Denton in 2016 to offer
a co -working space and access to resources to support entrepreneurship, small business
development, and the development of tech and tech -enabled businesses and workers; 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 13,
2026 in the amount of $158,000; 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;
WHEREAS, City Council deems it in the public interest to authorize such a payment and
program agreement; NOW THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings and recitations contained in the preamble of this ordinance are
incorporated herein by reference.
SECTION 2. The City Council finds that the Agreement between the City and Hickory & Rail
Ventures, LLC, attached hereto and made a part hereof by reference (the "Agreement") serves a
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valid municipal and public purpose and is in the public interest.
SECTION 3. The Agreement shall be effective on October 13, 2026 and shall remain in full force and
effect until September 30, 2027.
SECTION 4. The City Manager is hereby authorized to execute the agreement between the City and
Hickory & Rail Ventures, LLC, and the expenditure of funds pursuant to the Agreement is hereby
authorized.
SECTION 5. The City Council hereby expressly delegates the authority to take any actions that may
be required or permitted to be performed by the City under the Agreement to the City Manager of
the City, or the City Manager's designee.
SECTION 6. This Ordinance shall become effective upon its passage and approval.
The motion to approve this ordinance was made by
seconded by George Ferrie
the following vote [s - 0 ]:
Aye
Chris Watts, Mayor:
Jordan Villarreal, District 1:
Nick Stevens, District 2:
Suzi Rumhor, District 3:
V
Joe Holland, District 4:
George Ferrie, At Large Place 5:
Jill Jester, At Large Place 6:
PASSED AND APPROVED this the 27th
Suzi Rumohr
and
the ordinance was passed and approved by
Nay Abstain Absent
day of October , 2026.
01 / - ��� "�� -
CH WATTS, NftUk
Page 2
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ATTEST:
KRISTI GILBERT, CITY SECRETARY
BY: t *20a�
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
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BY: 59757F95914E488...
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Page 3
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AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS
AND HICKORY & RAIL VENTURES, LLC
THIS AGREEMENT is made and entered into as of the day of ,
2026 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 13,
2026 in the amount of $158,000; and
WHEREAS, Article I11, 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.
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 upon request and required tax filings shall
be provided annually.
(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
and shall not be entitled to any payment or benefit from the City on account of services
performed pursuant to this Agreement.
0a
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(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.
(10) Reporting. HRV will attend meetings and submit reports on actions and progress
according to the following schedule:
a. Semi-annual meetings between Stoke Denton Executive Director and City's
Director of Economic Development.
b. Progress on economic development strategic 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 total active memberships providing a quarterly membership
roster to Director including:
a) Industry representation of members
b) Membership satisfaction (at least annually)
c) Duration of memberships
d) Denton businesses
d. Annual report and presentation to the City's Economic Development
Partnership Board including economic impact of Stoke services.
(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.
(12) Promotions. Must actively tag the City's Economic Development social media
channels in all digital marketing, promotions, and live event coverage related to City -
funded events or programs.
(13) Recapture. Failure to complete any of the items in the Scope of Work shall result in
the recapture of funds allocated for that item by the City. HRV shall return any funds
received pursuant to this Agreement allocated to any item HRV fails or refuses to
complete during the term of the Agreement within ten (10) days of receiving written
notice of such failure from City.
3
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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 ($158,000) to HRV to be utilized for the purposes set forth in Exhibit A.
Payment shall be made no later than October 31, 2027.
(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 13, 2026, and shall remain in full force and
effect until September 30, 2027. 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 fundsprovided by the City pursuant to this Agreement, which amount shall
be prorated to the months remaining in the term of this Agreement.
HRV shall submit contract renewal request by written notice including required
documentation to the City no later than ninety (90) calendar days prior to the expiration date of
this Agreement. Failure to submit such request and notice within the specified timeframe may
result in delayed processing. An annual questionnaire must be completed along with funding
requests.
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
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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
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
s
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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, HRVicertifies thatHRV'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.
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, oraforeign 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
rel
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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 underthe 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
City of Denton, Texas
Attn: City Manager
215 E. McKinney St.
Denton, TX 76201
Cassey.Ogden@cityofdenton.com
City of Denton, Texas
Attn: Director of Economic Development
401 N. Elm St.
Denton, TX 76201
Hickory & Rail Ventures, LLC
Hickory & Rail Ventures, LLC
Attn: Heather Gregory
608 E. Hickory
Denton, TX 76205
Heather@stokedenton.com
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.
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.
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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.
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.
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ATTEST:
KRISTI GILBERT, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
CSigned by: =�ra'T'y
S� om��rn—,
BY: 5Q757FQFQ1dF488
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
As to financial and operational
obligations and business terms.
ESI,",d by:
C4A76D1808B6439...
Signature
Director
Title
Economic Development
Department
CITY OF DENTON
CASSEY OGDEN, INTERIM CITY MANAGER
9
HICKORY & RAIL VENTURES, LLC
"Id by Sil:
By. �
Its: Owner
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