22-40922-409ORDINANCE NO.
AN ORDINANCE BY THE CITY OF DENTON, A TEXAS HOME-RULE MUNICPALCORPORATION , AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENTWITH TEXAS HISTORICAL COMMISSION TO PARTICIPATE IN THE TEXAS MAINSTREET PROGRAM DEMONSTRATING THE CITY OF DENTON’S COMMITMENT TOCONITUE AS A “SUSTAINING LEVEL OFFICIAL MAIN STREET CITY” AND
AUTHORIZING PAYMENT OF THE ANNUAL FEE IN THE AMOUNT OF $2,600; ANDPROVIDING 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 conjunctionwith the Texas Historical Commission; and
WHEREAS, the Program emphasizes downtown economic revitalization throughpreservation 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 Agreement specifies the amount, conditions, and responsibilities of the
Program; and
WHEREAS, the attached Texas Main Street Locally Designated Program Contract (the
“Agreement”), sets out the City’s responsibilities as well as the additional advantages including
group procurement, training, use of trademarks, network and staff assistance from the state level
that are part of participation as a Sustaining Level Official Main Street City member; and
WHEREAS, the City Council of the City of Denton finds that the Agreement is in the best
interests of the citizens of the City of Denton, and that a valid governmental public purpose wouldbe served by entering into the Agreement; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDA INS:
SECTION 1: The Agreement with Texas Historical Commission, relating to Texas Main
Street “Sustaining Level Official Main Street City” for 2022 - 2023, attached hereto and made apart hereof by reference, is hereby approved.
SECTION 2: The City Manager or her designee is hereby authorized to execute on behalf
of the City of Denton the Agreement and to administer the terms of the Agreement and expenditureof funds pursuant to the Agreement is hereby authorized.
SECTION 3: This Ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this Ordinance was made by Jf iia Day ,' s and
seconded by a rIbA Sec it ; this Or) d by
the following vote U - a
Aye,/
./
,/
,/
P/
a‘
,/
Nay Abstain Absent
Mayor Gerard Hudspeth:
Vicki Byrd, District 1 :
Brian Beck, District 2:
Jesse Davis, District 3 :
Alison Maguire, District 4:
Deb Armintor, At Large Place 5 :
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the I '* dayof H'r,\,., 2022.
ATTEST:
ROSA RIOS, CITY SECRETARY L\\1111111111
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
%-Digitally signed by Scott
BrayDate: 2022.02.2316:21 :42 -06'OO'BY:
Page 1
Texas Main Street Locally Designated Program
2022 Contract
I. PARTIES TO THE CONTRACT
This contract and agreement concerning Denton Main Street Program (“Agreement”) is
entered into between the City of Denton (hereinafter referred to as “Participant”) and the
Texas Historical Commission (hereinafter referred to as “THC”). Denton Main Street
Program (hereinafter referred to as “Local Program”) is part of a larger program within the
Texas Main Street Program (hereinafter referred to as “TMSP”), as defined in 13 TAC sec.
19.3(1), wherein the Participant qualifies as a Texas Main Street Urban City, as defined in 13
TAC sec. 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. This Agreement
shall be governed by Texas Government Code, Section 442.014, and Texas Administrative
Code, Title 13, Part 2, Chapter 19.
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 TAC sec. 19.3(2)) and allows the use of the National Main Street Center, Inc.
brand, including MAIN STREET AMERICATM controlled by National Main Street Center, Inc.
53 West Jackson Blvd., Suite 350 Chicago IL 60604. If Participant’s participation in the TMSP
ceases, Participant may no longer use the term ‘Main Street’ 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 Texas Main Street
publications and participate in Texas Main Street networking opportunities. Designated Texas
Main Street Cities, such as Participant, shall execute and submit to the TMSP office the National
Main Street Center’s Trademark Sublicense Agreement (“TM Sublicense Agreement”), which
grants the right to use the registered trademark, logos and brand of National Main Street Center’s
membership program - MAIN STREET AMERICATM. Participant hereby agrees to, and shall
comply with, all terms and conditions of the TM Sublicense Agreement, which is attached hereto
as Exhibit A, and incorporated herein by reference. Additionally, Participant acknowledges and
agrees that in the event National Main Street Center develops and/or releases an updated TM
Sublicense Agreement (“Updated TM Sublicense Agreement”) during the Term of this
Agreement, Participant shall be required 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) days’ 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.
III. RESPONSIBILITIES OF THE PARTICIPANT AND LOCAL PROGRAM
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A. Staffing.
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. If necessary, a Texas Main Street Small City 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
Participant 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 and the THC’s
State Coordinator shall be kept apprised of progress in filling vacancies. A Texas Main Street
Urban City (as defined by 13 TAC 19.3(4)) shall additionally employ a full-time assistant
program manager who shall also participate in the professional development under
subsection B below.
B. Professional development.
The program manager will attend two professional development opportunities in their
entirety per year from the list below:
1. Real Places Conference of the Texas Historical Commission.
2. TMSP Basic Training. Required orientation for new program managers.
3. TMSP Summer Professional Development for all program managers.
4. Texas Downtown Association/Texas Main Street Annual Conference.
5. National Main Street Now Conference.
6. PastForward Conference of the National Trust for Historic Preservation.
7. Texas Downtown Association Roundtables
8. Workshops, certification programs, and webinars of the THC or MAIN STREET
AMERICATM.
Experienced program managers, as determined by THC, may substitute non-Main Street
specific, relevant professional development for one of the above events with prior approval
of THC. New managers shall attend the TMSP Basic Training, listed second on the list
above, within their first year of employment. If there is an assistant Main Street employee in
addition to the program manager/s referenced above, that person should also attend at least
one segment of Main Street professional development annually.
If a replacement program manager is hired who has not previously attended TMSP Basic
Training or does not have a background in Main Street, as determined by THC, the manager
is required to attend one series of Basic Training/Professional Development. A $500 stipend
shall be charged to Participant for the training series required under these circumstances.
To help ensure an effectively-functioning local program, local program boards/volunteers
are encouraged to attend TMSP educational opportunities or to contact TMSP for on-site
training. No stipend is charged for their participation.
C. Commitment.
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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
https://www.mainstreet.org/mainstreetamerica/theapproach. Participant agrees to
incorporate into their Local Program work, the following Main Street Community
Accreditation Standards:
1. Broad‐based Community Commitment
2. Leadership & Organizational Capacity
3. Diverse and Sustainable Funding
4. Strategy‐Driven Programming
5. Preservation‐Based Economic Development
6. Demonstrated Impact & Result
D. Reporting.
To measure progress, Participant shall track statistics such as reinvestment and job/business
creation along with a quarterly activity report and submit them to the TMSP office by the
10th of the month following the end of each calendar quarter. Even if there has not been
reinvestment activity in a quarter, Participant shall still submit a report noting such.
Additionally, Participant shall submit an annual accreditation report that includes an
evaluation of the Local Program implementation of the Main Street Community
Accreditation Standards outlined in Section III. C above for the previous calendar year.
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 an annual accreditation report pursuant to Section III. D above;
2. Failure to achieve accreditation objectives more than two (2) consecutive years;
3. Failure to submit activity reports for more than two (2) consecutive quarters;
4. Failure to submit reinvestment reports for more than two (2) consecutive quarters;
5. Failure to adequately staff or fund the program
6. Failure to abide by this Agreement.
THC shall notify Participant in writing prior to implementing probation in accordance with
Texas Administrative Code, Title 13, Part 2, Chapter 19. In the case of probation,
Participant will work with the THC’s State Coordinator or delegate to overcome any
deficiencies. THC may terminate the Local Program’s participation in the TMSP if
Participant fails to remediate 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 Agreement may be temporarily altered or suspended upon THC’s discretion.
F. National Main Street America TM membership.
Participant shall budget for and maintain membership in the National Main Street Center.
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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,
including those provided through site visits to address design/planning, economic
development and organizational/program capacity issues. Services may include, but are not
limited to: downtown economic development assistance, façade renderings/technical
reports, planning, preservation and historic building expertise by licensed architects and
other design professionals; business development and funding advice, program manager and
board training, program capacity-building, and strategic planning.
B. Securing a Main Street Manager.
Should a replacement program manager be needed, the TMSP office can assist with elements
of the hiring process, including creating job descriptions, job posting and interviewing. Upon
Participant’s request, the TMSP office will assist in the hiring process; however, the
responsibility for selection, salary, employment and employee-related legal matters will
remain with Participant. Participant is responsible for, and shall hold THC and TMSP
harmless from, all acts and omissions of its managers and all of its employees, agents,
representatives, contractors and/or subcontractors.
V. 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, Texas Government Code, Chapter 552,
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 Participant’s 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 the confidentiality of
information received from the State of Texas during the performance of this Agreement,
including information which discloses confidential personal information.
B. Dispute Resolution.
The dispute resolution process provided for in Texas Government Code, Chapter 2260,
shall be used by THC and Participant to resolve any dispute arising under the Agreement.
If Participant’s 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
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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.
The contested case process provided in Chapter 2260 is Participant’s sole and exclusive
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
PARTICIPANT WITH THE OFFICE OF THE ATTORNEY GENERAL (“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.
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
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
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PARTICIPANT MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST
OBTAINING THE CONCURRENCE FROM OAG.
D. Independent Contractor.
Participant or Participant’s employees, representatives, agents and any subcontractors shall
serve as an independent contractor in providing goods or services. Participant or
Participant’s employees, representatives, agents and any subcontractors shall not be
employees of THC. Should Participant subcontract any of the services required in this
Agreement, Participant expressly understands and acknowledges that in entering into 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.
For the purposes of this Agreement, the term “Work Product” is defined as all reports,
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 (“Independent Participant Material”). 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
property owned by THC (“THC Property”) to assist Participant to further the Local
Program and the purpose of this Agreement, THC hereby grants Participant, commencing
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
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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 on the other audit provisions of this Agreement, and
to the extent applicable, pursuant to Section 2262.154 of the Texas Government Code, the
State Auditor’s Office may conduct an audit or investigation of Participant or any other
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 Auditor’s 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
Auditor’s Office must provide the State Auditor’s Office with access to any information the
State Auditor’s Office considers relevant to the investigation or audit. Participant further
agrees to cooperate fully with the State Auditor’s Office in the conduct of the audit or
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 Auditor’s 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, without 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, sec.442.014(d) and 13 TAC sec.19.5(d),
Participant shall pay THC a fee in the amount of $2600.00 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 within 60 days.
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
(“Effective Date”) and shall expire on December 31, 2022 unless terminated at an earlier
date pursuant to subsection B below.
B. Termination.
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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 and 2 above, Participant
will no longer be designated as an official Texas Main Street City (as defined in 13
TAC sec. 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
National Main Street Center’s membership program MAIN STREET AMERICATM.
In such event, Participant agrees to return to THC any Work Product and THC
Property in its possession.
4. 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 THC’s 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.
In the event that any 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 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 affirmatively
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declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or to a foreign
terrorist organization, is not subject to contract prohibition under this clause. 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; 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 delay.
Participant shall immediately notify the THC’s State Coordinator by telephone (to be 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 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:
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____________________________
____________________________
____________________________
THE UNDERSIGNED PARTIES BIND THEMSELVES TO THE FAITHFUL
PERFORMANCE OF THIS AGREEMENT.
__________________________________________ Date: __________________
Authorized Signature
(City Manager, Mayor, or Board Chair)
Signer title: _______________________________
Signer printed name: ________________________
Signer address: ______________________________
Signer phone: _______________________________
__________________________________________ 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: __________________
Mark Wolfe, Executive Director
Texas Historical Commission
P.O. Box 12276 Austin, TX 78711
512-463-6100
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(940) 349-8307
Denton, TX 76201
City of Denton, Economic Development
401 N. Elm Street
215 E. McKinney St.
3/3/2022
City Manager
Sara Hensley
3/6/2022
3/6/2022
Exhibit A
Texas Historical Commission
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City of Denton, Economic Development
National Main Street Center
Local Program Accredited Member Sublicensing Agreement
2
2. Grant of Sub-License.
A. Subject to the terms and conditions of this Sublicense Agreement, the Coordinating
Program hereby grants the Sublicensee the non-exclusive right and license to use the Trademarks to
identify and promote its participation in the MAIN STREET AMERICA™ program, as well as its
relationship and association with the Coordinating Program and NMSC, in connection with the
following activities:
i. MAIN STREET AMERICA™ word and logo marks. The Sublicensee’s rights to use
the MAIN STREET AMERICA™ word mark and the following MAIN STREET AMERICA
logo are limited to Sublicensees which are members in good standing at the Accredited
membership level of the MAIN STREET AMERICA™ program:
For use by Local Programs who are Designated Members at the Accredited Level:
As a Main Street America™ Accredited 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
America™ Accredited programs meet a set of National Accreditation Standards of
Performance as outlined by the National Main Street Center.
ii. NATIONAL MAIN STREET CENTER® word and logo marks. The Sublicensee’s
right to use the NATIONAL MAIN STREET CENTER word mark and the following
NATIONAL MAIN STREET CENTER logo solely and exclusively to indicate its
association with the National Main Street Center:
iii. MAIN STREET® word mark. The Sublicensee’s right to use the MAIN STREET
trademark is limited to use made to identify Sublicensee and/or its activities, including
as part of the name of the Licensee (e.g. “Main Street Iowa”), 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. Sublicensee must display the Accredited level MAIN STREET AMERICA membership
mark on their website. All uses of the MAIN STREET AMERICA word mark and logo by Sublicensee
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Local Program Accredited Member Sublicensing Agreement
3
must follow the specific mark, color, and character usage set forth in the Brand Identity 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 MAIN STREET AMERICA mark or logo. Use of the MAIN
STREET AMERICA word mark and logos by Sublicensee is a mandatory condition of membership
in the MAIN STREET AMERICA program.
B.The MAIN STREET mark, as part of the name and identity of Sublicensee’s organization,
programs, and activities, can be used on materials designed to promote the work of Sublicensee (e.g.,
website, brochures, newsletter, letterhead or other printed promotional materials). The right to 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 logo by Sublicensee must follow the
specific mark, color, and character usage set forth in the Brand Identity 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 logo 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
incorporates any part of the Trademarks or “National Trust for Historic Preservation.” Sublicensee
will not state or imply that it owns any such trademarks.
F.The Sublicensee will not use the Trademarks in combination with or in juxtaposition
with other trademarks except as may be approved in writing by the NMSC. The Sublicensee will apply
and display 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. 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
December 31, 2022, at which time it may be renewed by mutual written agreement of the parties
hereto.
5.Conditions. This Sublicense Agreement between Coordinating Program and Sublicensee is
conditioned upon Sublicensee having an active MAIN STREET AMERICA membership at the
Accredited level with NMSC. The requirements of this membership are currently available at:
http://www.preservationnation.org/main-street/about-main-street/main-street-america/main-
street-america-tier.html#.VmYLY7grLIU, and are incorporated herein by reference.
6.Acknowledgment of Ownership. Use of the Trademarks indicates acknowledgment by the
Sublicensee of the NMSC’s and the National Trust’s rights and title to the Trademarks, (i.e. MAIN
STREET AMERICA, NATIONAL MAIN STREET CENTER, and MAIN STREET), and that
Sublicensee will not at any time do, or permit to be done, any act or thing that will in any way impair
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Local Program Accredited Member Sublicensing Agreement
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the rights of the NMSC or the National Trust. All use of the Trademarks by the Sublicensee will inure
to the benefit of the NMSC and the National Trust.
7. Good will and promotional value. Sublicensee recognizes and acknowledges the value of
good will associated with the Trademarks and agrees that it will not conduct any activity, provide any
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.
9. Compliance Verification. It is the responsibility of the Sublicensee to verify compliance with
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, 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) days after the Coordinating Program sends written notice of such
termination to Sublicensee. During this thirty (30) day period, Sublicensee may attempt to
cure such violation. If the violation is not cured during this period, the termination will be
effective upon the expiration of the thirty (30) 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: (i) that sublicensee’s actions could negatively affect the goodwill, image, or
reputation of the NMSC, the National Trust for Historic Preservation, the Coordinating
Program, or any of the Trademarks; (ii) the Sublicensee discontinues all or a significant
portion of its business; (iii) the National Trust terminates, revokes, or fails to renew the
NMSC’s rights to use, license, or sublicense the Trademarks; or (iv) the NMSC terminates,
revokes or fails to renew the Coordinating Program’s rights to use, license or sublicense the
Trademarks.
C. Upon the expiration or early termination of this Agreement, the Sublicensee will
discontinue use of the Trademarks and will 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. Governing Law. This Agreement is entered into in the District of Columbia and will be
governed by and construed in accordance with the laws of the District of Columbia, 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
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By: ___________________________
Name, Title
Date: _________________________
By: ___________________________
Name, Title
Date: _________________________
DocuSign Envelope ID: ACD62B31-551E-4091-890C-CFAD20577959
3/3/2022
City Manager
3/6/2022
Executive Director
January 28, 2022
Christine Gossett
Denton Main Street Program
215 E McKinney
Denton, TX 76201
Texas Main Street City participation for 2022
2022 Contract for Services $ 2600
Total due within 60 days: $ 2600
Please make check payable to: Texas Historical Commission
Remit to: Texas Main Street Program
P. O. Box 12276
Austin, TX 78711-2276
Please call Kimberly Klein at 512.463.6092 with any questions.
INVOICE
DocuSign Envelope ID: ACD62B31-551E-4091-890C-CFAD20577959