21-1327ORDINANCE N0.21-1327
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON AUTHORIZING
THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH THE DENTON CENTRAL
BUSINESS DISTRICT ASSOCIATION, INC. DBA DENTON MAIN STREET ASSOCIATION
TO ALLOW THE DENTON MAIN STREET ASSOCIATION TO HIRE A PROGRAM
MANAGER AND SUPPORT PROGRAMMING FOR THE TEXAS MAIN STREET
LOCALLY DESIGNATED PROGRAM; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, since 1990, the City of Denton ("City") has administered a Downtown
Development Program ("Program"), using the National Main Street methodology, in conjunction
with the Texas Historical Commission; and
WHEREAS, the Program emphasizes downtown economic revitalization through
preservation and rehabilitation of historic buildings in order to provide the necessary image for the
downtown area and serve as a unifying factor to encourage area merchants and building owners to
reinvest in downtown; and
WHEREAS, the City qualifies for the Program as a Texas Main Street Urban City, as
defined in 13 TAC § 19.3, and participates as an official Texas Main Street City ("Denton. Main
Street Program") in accordance with a contract with the Texas Historic Commission ("Program
Agreement"), as renewed and amended annually, that sets out the City's responsibilities and
requirements as a Program participant; and
WHEREAS, the Denton Central Business District Association, Inc., dba Denton Main
Street Association ("Association") was formed in 1989 and maintains qualified status as a
501(c)(6) organization, for civic, educational, historic preservation, and promotion of trade within
the area known as the Denton Central Business District; and
WHEREAS, the mission of the Association is to, through the combined efforts of
public/private partnerships, preserve and market the downtown area as a community treasure,
focusing on historic preservation, continuing reinvestment, and developing heritage tourism; and
WHEREAS, the Association strives to maintain Denton's downtown area as the focus of
the community where history is preserved, businesses thrive, and citizens and visitors shop, live,
and enjoy arts and entertainment; and
WHEREAS, the City and the Association have worked together since 1990 to develop
programs and events, market downtown Denton, and encourage investment in downtown Denton
in a manner that aligns with the National Main Street methodology and fulfills the requirements
of participation in the Program; and
WHEREAS, the City and Association desire to continue to work together to promote
historic preservation and heritage tourism in downtown Denton and fulfill the requirements of the
Program; and
Page I
WHEREAS, in operation of the Denton Main Street Program, the City is required to
employ a full-time paid program manager, and the City and Association agree that the Association
will perform this function on behalf of the City in consideration of the benefits described in the
agreement attached to this ordinance, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The Endings and recitations contained in the preamble of this ordinance are
incorporated herein by reference.
SECTION 2. The attached agreement between the City and the Association is hereby
approved.
SECTION 3. The Interim City Manager or her designee is hereby authorized to execute
the agreement between the City and the Association and the expenditure of funds pursuant to the
agreement is hereby authorized.
SECTION 4. The City Council of the City 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 Interim City Manager, or her designee.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
The motion to ap prove this ordinance was made by ��� j�."e sS and
seconded by 4� :'__n e'4-_ , the ordinance was passed and approved by
the following vote [-7 - U ]:
Aye Nay
Mayor, Gerard Hudspeth: A_
Vicki Byrd, District 1: ✓
Brian Beck, District 2: ✓
Jesse Davis, District 3:
Allison Maguire, District 4: ti/
Deb Armintor, At Large Place 5: X/
Paul Meltzer, At Large Place 5: 1/
Page 2
Abstain Absent
PASSED AND APPROVED this the day of f U JS r , 2021.
GERARD HIffSPETH, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
V` i' •'IN0r
r~
APPROVED AS TO LEGAL FORM:
CATHERINE CLIFTON, INTERIM CITY ATTORNEY
Digitally signed by Mack
Reinwand
IA,k k J Date: 2.021.08.10
BY: --16:14:38 -05'00'
Page 3
DocuSign Envelope ID: 9396AF10-1496-4E2A-B9C9-2EF028CD897F
AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS
AND THE DENTON CENTRAL BUSINESS
DISTRICT ASSOCIATION, INC.
dba DENTON MAIN STREET ASSOCIATION
THIS AGREEMENT is made and entered into as of the j `7tla day of ,
2021 between the City of Denton, Texas, a home rule municipal corporation, hereinaft referred
to as the "City", and the Denton Central Business District Association, Inc., dba Denton Main
Street Association, a not for profit corporation hereinafter referred to as the "Association".
WHEREAS, since 1990, the City has administered a downtown development program
using the National Main Street methodology, in conjunction with the Texas Historical
Commission as part of the Texas Main Street Locally Designated Program (hereinafter
"Program"); and
WHEREAS, the downtown development program emphasizes economic revitalization
through preservation and rehabilitation of historic buildings in order to provide the necessary
image for the downtown area and serve as a unifying factor to encourage area merchants and
building owners to invest in downtown; and
WHEREAS, the City qualifies for the Program as a Texas Main Street Urban City, as
defined in 13 TAC § 19.3, and participates as an official Texas Main Street City ("Denton Main
Street Program") in accordance with a contract with the Texas Historic Commission ("Program
Agreement"), as renewed and amended annually, that sets out the City's responsibilities and
requirements as a Program participant; and
WHEREAS, the Association was formed in 1989 and maintains qualified status as a
501(c)(6) organization, for civic, educational, historic preservation, and promotion of trade
within the area known as the Denton Central Business District; and
WHEREAS, the mission of the Association is to, through the combined efforts of
public/private partnerships, preserve and market the downtown area as a community treasure,
focusing on historic preservation, continuing reinvestment, and developing heritage tourism; and
WHEREAS, the Association strives to maintain Denton's downtown area as the focus of
the community where history is preserved, businesses thrive, and citizens and visitors shop, live,
and enjoy arts and entertainment; and
WHEREAS, the City and the Association have worked together since 1990 to develop
programs and events, market downtown Denton, and encourage investment in downtown Denton
in a manner that aligns with the National Main Street methodology and fulfills the requirements
of participation in the Program; and
DocuSign Envelope ID: 9396AF10-1496-4E2A-B9C9-2EFD28CD897F
WHEREAS, the City and Association desire to continue to work together to promote
historic preservation and heritage tourism in downtown Denton and fulfill the requirements of
the Program; and
WHEREAS, in operation of the Denton Main Street Program, the City is required to
employ a full-time paid program manager, and the City and Association agree that the
Association will perform this function on behalf of the City in consideration of the benefits
described in this Agreement;
NOW THEREFORE, in consideration of the covenants, promises, terms, and provisions
contained herein, and for the considerations expressed herein, the City and the Association
mutually AGREE to the following:
ARTICLE I
SERVICES TO BE PROVIDED BY THE ASSOCIATION
The Association represents, acknowledges, warrants, and agrees to perform and provide
the following with regard to its operation, purpose, and services provided for the benefit of the
Denton Main Street Program:
(1) Purpose. The Association was formed and exists to maintain an association of
persons, businesses, and organizations interested in promoting heritage tourism,
historic preservation, and investment in downtown Denton, including hosting,
organizing, and marketing events, programs, activities, and businesses that support
downtown Denton.
(2) Mission. The Association supports programs, events, and activities to promote and
preserve downtown Denton as a vital asset of the community.
(3) Independent. The Association operates as a private legal entity separate from the
City. This Agreement does not in any way constitute a joint venture or create a
principal -agent relationship between the City and the Association. Neither party will
assert control over the operations of the other party.
(4) Organization. The Association has been established as a tax-exempt corporation
formed under the laws of the State of Texas and shall maintain its status as a
membership -based tax-exempt 501(c)(6) business under state and federal law.
(5) Administration. The Association administers funds, property, services, or other
benefits in accordance with the following procedures and requirements:
a. The Association shall maintain records and accounts that document all funds
received by the Association and all costs incurred by the Association,
including any in-kind support received by the Association.
DocuSign Envelope ID: 9396AF10-1496-4E2A-B9C9-2EFD28CD897F
b. The Association shall provide a report to the Denton City Council annually to
summarize the Association's financial information and benefit to the City as it
relates to the performance under this Agreement.
c. A copy of any financial audits and required tax filings shall be provided to the
City upon request.
(6) Program Manager. The Association shall employ a Denton Main Street Program
Manager ("Program Manager") to carry out the functions of the Association in
accordance with this Agreement. The Program Manager is an employee of the
Association 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. The Program Manager must meet the requirements of the
Program as established in Section III of the Program Agreement and must perform all
duties listed in the Program Agreement, including attending all required training and
certifications pursuant to the Program. The Program Manager, with City support and
review, must also submit any required reports pursuant to the Program. The Program
Manager will attend any and all necessary meetings, conferences, or gatherings
necessary to fulfill the obligations of the Program.
(7) Program Agreement. The Association's management of the Denton Main Street
Program, only as it relates to the requirements of Program Agreement, is subject to
the direction of the City, so long as the City is the signatory of the Program
Agreement.
(8) Office space. The Association shall secure an appropriate work space for the
Program Manager from which the Program Manager has access to any equipment,
supplies, or materials necessary to perform the obligations pursuant to this
Agreement.
(9) Equipment and Supplies. The Association shall provide any equipment, supplies, or
materials necessary to fulfill the obligations of this Agreement and the Program.
ARTICLE II
OBLIGATIONS OF THE CITY OF DENTON
The City of Denton, Texas, through its Economic Development Department, will provide
the following to the Association:
(1) Funding. One -hundred -thousand dollars ($100,000) shall be paid to the Association
in Fiscal Year 2021-2022 and one -hundred -thousand dollars ($100,000) shall be paid
to the Association in Fiscal Year 2022-2023 to be utilized for the purposes set forth in
Article I of this Agreement, including for salary and benefits of the Program
Manager, the securing of office space, for any materials and supplies necessary to
perform obligations pursuant to this Agreement, and for any training required or
recommended by the Program Agreement. Payment for Fiscal Year 2021-2022 shall
DocuSign Envelope ID: 9396AF10-9496-4E2A-B9C9-2EFD28CD897F
be made as soon as funds are budgeted following execution of this Agreement and no
later than November 30, 2022. Payment for Fiscal Year 2022-2023 shall be made no
earlier than October 1, 2022 and no later than November 30, 2022.
(2) Assistant Program Manager. As required by the Program Agreement, the City will
designate a staff member as the assistant program manager ("Assistant Program
Manager"). The Assistant Program Manager must meet the requirements of the
Program and must attend all required training and certifications pursuant to the
Program. The Assistant Program Manager may assist with the fulfillment of any
requirements of the Program as needed due to the absence or unavailability of the
Program Manager or at the request of the Program Manager, subject to the approval
of the Assistant Program Manager's supervisor.
(3) Meeting space. The City shall provide access to a meeting or conference room for
meetings of the Association, provided sufficient advance notice is provided by the
Association so as to allow the City to secure a room.
(4) Downtown Reinvestment Grant Program.. The City shall fund and administer the
Downtown Reinvestment Grant Program ("Grant Program") pursuant to the
ordinance adopting the Grant Program, as amended, and maintain any and all records
necessary to document the performance of the Grant Program as required by the
Program. The City reserves the right to alter, amend, cancel, or change the Grant
Program at any time.
(5) Memberships. The City shall maintain membership in Texas Main Street, Texas
Downtown Association, and national Main, Street America.
ARTICLE III
TERM OF THE AGREEMENT
To the extent allowed by state law, this Agreement shall be effective from the execution
date and shall remain in full force and effect until September 30, 2023. The City or Association
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. Upon receipt of a notice of termination, the
Association shall promptly cease all further work pursuant to the Agreement, with such
exceptions, if any, specified in the notice of termination. In the event of termination, Denton
Main Street Association agrees to return funding to the City on a prorated based determined by
the percent of the contract term fulfilled.
ARTICLE IV
ASSURANCES BY THE PARTIES
The following is a list of representations, assurances, understanding, policies, procedures,
and agreements regarding the roles, relationship, and functions of the City and the Association in
their working relationship pursuant to this Agreement:
DocuSign Envelope ID: 9396AF10-1496-4E2A-B9C9-2EFD28CD897F
A. The City of Denton, Texas is the participant in the Program and is responsible for
meeting any requirements established in the Program Agreement between the City and
the Texas Historic Commission.
B. This Agreement between the City and the Association allows the Association to perform
certain requirements established under the Program on behalf of the City.
C. The City has exclusive authority to make all decisions regarding the City's participation
in the Texas Main Street Program, Texas Downtown Association, and national Main
Street America.
D. Any agreement between the Association and the City that is not within the scope of the
terms of this Agreement shall receive the prior approval of the City Council.
E. The Association has no authority to supervise, direct, control, or demand that a City
employee perform any function on behalf of the Association.
F. This Agreement does not grant the Association authority to use the City's name and
trademarks.
G. Any personnel employed by or volunteering on behalf of the Association shall be deemed
employees or volunteers respectively of the Association, and shall not be deemed
employees or volunteers of the City. The Association shall be responsible for the
supervision, management, and control of such Association 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 Association. 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.
H. The Association 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, for all work performed on City facilities by the Association's
employees, volunteers, contractors, and subcontractors.
1. The Association will appoint a representative who will be available to meet with City
officials when requested.
J. The Association will allow the City to designate a staff member to attend the regular
monthly Association's Board of Directors meetings, but will not participate in any
discussions related to employment matters, matters deemed confidential by the
Association Board of Directors, or discussions between the Association and legal
counsel.
DocuSign Envelope ID: 9396AF10-1496-4E2A-B9C9-2EFD28CD897F
K. THE ASSOCIATION 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 HIND OR CHARACTER, ARISING
OUT OF OR IN CONNECTION WITH THE PERFORMANCE BY THE
ASSOCIATION 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 ASSOCIATION, ITS OFFICERS, EMPLOYEES,
AGENTS, VOLUNTEERS, SUBCONTRACTORS, LICENSEES, AND INVITEES.
ARTICLE V
NOTICE
Any notice or other written instrument required or permitted to be delivered under the
terms of this Agreement shall be deemed to have been delivered, whether actually received or
not, when deposited in the United States mail, postage prepaid, registered or certified, return
receipt requested, or via electronic mail, hand -delivery or facsimile, addressed or sent to the
Association 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
Sara.Hensley@cityofdenton.com
City of Denton, Texas
Attn: Director of Economic Development
401 N. Elm St.
Denton, TX 76201
Economic.Development@cityofdenton.com
ASSOCIATION
Denton Main Street Association
Attn: President
PO Box 2017
Denton, TX 76202
john@cartwrighttexas.com
ARTICLE VI
RIGHT TO AUDIT
The Association 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.
DocuSign Envelope ID: 9396AF10•:1496-4E2A-B9C9-2EFD28CD897F
ARTICLE VII
ADMINISTRATION OF AGREEMENT
The President of the Association shall be the officer responsible for the administration of
the Agreement for the Association. 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 parry
without the express advance written approval of the non -assigning party.
ARTICLE IX
MODIFICATION OF AGREEMENT
No modification of this Agreement shall be effective unless it is in writing and signed by
both parties to the Agreement.
ARTICLE X
GOVERNING LAW AND VENUE
This Agreement is subject to, governed by, and shall be construed under the laws of the
State of Texas. Venue of any suit or cause of action arising under this Agreement shall be
exclusively in Denton County, Texas.
ARTICLE XI
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent
Jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of
this Agreement, and shall not cause the remainder of this Agreement to be invalid or
unenforceable. In such event, the parties shall reform this Agreement to replace such stricken
provision with a valid and enforceable provision which comes as close as possible to expressing
the intention of the parties hereto respecting the stricken provision.
ARTICLE XII
CAPTIONS
The captions of this Agreement are for informational purposes only, and shall not in any
way affect the substantive terms or conditions of this Agreement.
DocuSign Envelope ID: 9396AF10-1496-4E2A-B9C9-2EFD28CD897F
IN WITNESS THEREOF, the City and the Association have executed this Agreement in
duplicate original counterparts, the City acting by and through its duly -authorized City Manager,
and Association acting by and through its duly -authorized undersigned officer, on this the
day of AU , 2021.
CITY OF DENTON
SARA HENS EY, 1NTE CITY MANAGER
ATTEST:
ROSA RIOS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
CATHERINE CLIFTON, INTERIM CITY ATTORNEY
aocusigned by:
f �l..r� �ein�.►..nd.
BY:
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
As to financial and operational
obligations and business terms.
I
�uSignyed by:
'9
Signature
Director of Economic Development
Title
Economic Development
Department
Date Signed: 8/10/2021
DocuSign Envelope ID: 9396AF10-1496-4E2A-6909-2EFD28CD897F
DE 101" T STREET ASSOCIATION
By:
Its: president