23-008ORDINANCE NO. 23-008
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON AUTHORIZING THECITY MANAGER TO EXECUTE AN AGREEMENT WITH THE TEXAS HISTORICALCOMMISSION TO PARTICIPATE IN THE TEXAS MAIN STREET PROGRAMDEMONSTRATING THE CITY OF DENTON'S COMMITMENT TO CONTINUE AS A’'SUSTAINING LEVEL OFFICLAL MAIN STREET CITY" AND AUTHORIZING PAYMENT OFTHE ANNUAL FEE IN THE AMOUNT OF $2,600; 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 TexasHistorical 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 attached Texas Main Street Locally Designated Program Contract (the
" Agreement"), sets out the City's responsibilities as well as the additional advantages including groupprocurement, training, use of trademarks, network and staff assistance from the state level that are partof participation as a Sustaining Level Official Main Street City member; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The attached agreement representing the City’s commitment to continue as a
"Sustaining Level Official Main Street City" for 2022-2023 is hereby approved.
SECTION 2. The City Manager or their designee is hereby authorized to execute the Agreementbetween the City of Denton and the Texas Historical Commission, to take any actions that may be
required or permitted to be performed by the City of Denton under the Agreement, and to expend fundspursuant to the Agreement.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
T h e ][1r11 U; 1:p ?;;) ttl[Es 1C) r d i n a n c : = :1(bb=iS:lew a spInnd !# by th HIS :TiE : =[b 1]
@ Nay Abstain Absent
Gerard Hudspeth, Mayor:/
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Vicki Byrd, District 1 :
Brian Beck. District 2:
Jesse Davis. District 3:
VACANT, District 4:
Brandon Chase McGee, At Large Place 5:1/
L//Chris Watts, At Large Place 6:
PASSED AND APPROVED thi, th, 2qB d,y ,f &[\2023
GERARD HUDSPETH, MAYOR
ATTEST:ROSA RIOS, CITY SECRETARY LtBJH73
_d,;',
APPROVED AS TO LEGAL FORM:
MACK RE[NWAND, CITY ATTORNEY
g#38'.Digitally signed by Scott BrayDate: 2023.01.09 1 3:33:22
.06'OO'BY:
DocuSign Envelope ID: 29F44FBD-AD2647C7-BCBF-1 F566B99E077
TEXAS HISTORICAL COMMISSION
Texas Main Street Locally Designated Program2023 Contract
I. PARTIES TO THE CONTRACT
This contract and agreement concerning Denton Main Street Program (“Agreement”) is
entered into between the City of Denton alereinafter referred to as “Participant”) and theTexas 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.
11.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 \Vest 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 NationalMain 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 TMSublicense 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 Participantto 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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111.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 programmanager who will attend at least two professional development segments annually as
outlined in subsection B below. 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.
If necessary and subject to TMSP approval, a Texas Main Street Small City may, after the
first three years of participating in the TMSP, permit the program manager posidon 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 all a program
manager vacancy. Participant shall notify the TMSP immediately upon vacancy, idendfy an
interim Local Program contact, and keep TMSP appdsed 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
pdodties of the program, provide human and fiscal support to program planning and
activities, and advocate for the livelihood of the local program. 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 opportunides in
their entirety, per year, from the list below:
1
2
3
4
5
6
7.
Real Places: Preserving Texas History Conference of the THC.
TMSP basic training orientation series for new program managers.
TMSP annual professional development retreat for all program managers.National Main Street Now Conference
Certification programs of MAIN STREET AMERICATM.
Texas Downtown Conference of the Texas Downtown organization.PastForward Conference of the National Trust for Historic Preservation.
With prior THC approval, experienced program managers may request to substitute an
equivalent historic preservation, downtown revitalization, or economic development course,
for one of the above opportunities. New program managers shall complete the TMSP basic
training orientation series within their first three months of employment. If there is an
assistant Main Street employee in addition to the program manager/s referenced above, that
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person should also attend at least one segment of Main Street professional development
annually.
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 Participant for the training
series required under these circumstances.
To help ensure an effective Local Program, board members and volunteers are encouragedto attend TMSP educational opportunitks or to contact TMSP for on-site training. Notraining fee is charged for their participation.
C. Commitment.
Participant agrees to carry out their Local Program work according to the Main StreetApproach 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 CommunityAccreditation Standards:
1
2
3
4
5
6.
Broad-based Community Cornrnitment
Leadership & Organizational Capacity
Diverse and Sustainable Funding
Strategy-Driven Programming
Preservation-Based Economic Development
Demonstrated Impact & Result
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
end of each calendar quarter. Even if there has not been reinvestment or 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
2
3
4
5
6
Failure to submit an annual accreditation report pursuant to Section III. D above;
Failure to achieve accreditation objectives more than two (2) consecutive years;
Failure to submit activity reports for more than two (2) consecutive quarters;
Failure to submit reinvestment reports for more than two (2) consecutive quarters;
Failure to adequately staff or fund the program;
Failure to abide by this Agreement.
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TI IC shall notify Participant in writing prior to implementing probation in accordance with
Texas Adminisuative 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 anydeficiencies. 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.
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, trainings, 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 U[SP office can assist with elements
of the hiring process, including job description examples, job posting options, and interview
questions. Upon Participant’s request, the TMSP office may 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.GENERAT. 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 conBdentiality of
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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.
IfPardcipant’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, Pardcipant 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.
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. Indemnincation.
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 ALLLLABILIW. ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATEDCOSTS. ATtORNEY FEES. AND EXPENSES ARISING OUT OF, OR RESULTINGFROM ANY ACTS OR OMISSIONS OF PARTICIPANT OR ITS AGENTS,EMPLOYEES. SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OFSUB(,(-)NTRACTORS IN THE EXECUTION OR PERFORMANCE OF THEAGREEMENT AND THE TM SUBLICENSE AGREEMENT AND/OR UPDATEDTM 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 ANYLAWSUIT AND PARTICIPANT MAY NOT AGREE TO ANY SETtLEMENTWITHOUT FIRST OBTAINING THE CONCURRENCE FROM OAGPARTICIPANT AND THC AGREE TO FURNISH TIMELY WRITrEN NOTICE TOEACH OTHER OF ANY SUCH CLAIM.
TO THE EXTENT ALLOWABLE BY LAW, PARTICIPANT SHALL DEFEND,INDEMNIFY AND HOLD HARMT,ESS THE STATE OF TEXAS, THC AND/ORTHEIR 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. Tk\DE AND SERVICE MARKS. AND ANY OTHERINTELLECTUAL OR INTANGIBLE PROPERTY RIGHTS IN CONNECTIONWITH THE PERFORMANCES OR ACTIONS OF PARTICIPANT PURSUANT TOTHIS AGREEMENT AND/OR UPDATED TM SUBLICENSE AGREEMENT.PARTICIPANT AND THC AGREE TO FURNISH TIMELY WRITTEN NOTICE TOEACH OTHER OF ANY SUCH CLAIM. PARTICIPANT SHALL BE LLABLE TO PAYALL COSTS OF DEFENSE INCLUDING ATTORNEYS’ FEES. THE DEFENSESHALL BE COORDINATED BY PARTICIPANT WITH THE OAG WHEN TEXASSTATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT ANDPARTICIPANT MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRSTOBTAINING THE CONCURRENCE FROM OAG.
D. Independent Contractor.
Participant or Participant’s employees, representatives, agents and any subcontractors shallserve 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 entedng 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 ensuing 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 withParticipant, 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 thereo£
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
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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 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 inconnection 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
investigption, 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.
Pardcipant 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 defmy 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.
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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
(“Effective Date”) and shall expire on December 31, 2023 unless terminated at an earlier
date pursuant to subsection B below.
B. Termination.
1.
2.
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 inadvance of the termination date
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.
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
Nadonal 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.
No funds paid under Section VI. Above shall be refunded in any case of termination.
3.
4.
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 immunitks
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 immunitks or
be considered as a basis for estoppel.
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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, orinvalidated.
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 SS 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 afnrmatively
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 oroutage 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.
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Notices shall be addressed as follows, or at such other address as any party hereto shall notify
the other of in wdting:
If to THC.:
Texas Historical Commission
p.O. Box 12276
Austin, TX 78711
If to Participant:
Clty of Denton
215 East MCKinney
cltyDenton Texas , 76210, state, zip
THE UNDERSIGNED PARTIES BIND THEMSELVES TO THE FAITHFULPERFORMANCE OF THIS AGREEMENT.
1/25/2023Date:
Authorized Signature
(City Manager, Mayor, or Board Chair)
Signer title: C1 tY Manager
Sara HensleySigner printed name:
215 East MCKinney
Signer address:
940-349-8224
Signer phone:
DocuSigned by
dMg kahhnLS 1/25/2023Date:
Amy Hammons, State Coordinator
Texas Main Street ProgramP.O. Box 12276 Austin. TX 78711
512-463-5758 amy.hammons@thc.texas.gov
AL„rE IMf.1/25/2023Date:
Mark Wolfe, Executive Director
Texas Historical Commission
P.O. Box 12276 Austin, TX 78711
512-463-6100
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TRADEMARK SUBLJCENSE AGREEMENT
This Trademark Sublicarse Agreement (“SublicenseAgreement“) iS entered into between Te xas Historical Commission (“Coordinating Program”)
and C1 tY ot Denton (“SubHcensee”), effective as of the last date written below. For
good and valuable consideration, the receipt and suf6ciency of which are acknowledged, the parties
agree as follows:
1. Background.
A The National Main Street Center, Inc. (“NMSC”) operates a membership program calledMAIN STREET AMERICATM. As a part of that program, MAIN STREET AMERICAT-' CoordinatingProgram Membership is available to statewide, regional or citywide organizations that oversee
multiple local downtown and neighborhood programs within their service area and work to preseIveand revitalize commercial districts. Incal Program membership in the MATN STREET AMERICAT“
program is available at the Affiliate or Accredited levels to individual programs or organizations thatsatis& the membership eligibility criteria descra)ed on the NMSC website (currently located at:
http://www.preservationnation.org/main-street/about-main-street/main-street-america/main-
street-america-tier.html#.VmYLY79rLIU).
B. Organization is a Coordinating Program member of NMSC in good standing and hasentered into a Trademark License Agreement with the NMSC which grants to the Coordinating
Program the right to subhcense to its Local Programs the use of the NMSC name and trademarksdescribed below.
C. Sublicensee is a heal Program Member in good standing of the MAIN STREETAMERICA”" program at the Accredited level. Sublicensee is also located within the Coordinating
Program’s geographic service area. Therefore, Sublicensee has the opportunity to enter into this
Trademark License Agreement, which grants certain rights to use the NMSC’s name and trademarks,
including MAIN STREET AMERICAT’'1 and MAIN STREET®, as described below.
D. The NMSC’s parent entity, the National Trust for Historic Preservation (“National Trust”),
owns the following registered trademarks, which it has delegated to the NMSC the right to sublicense.
NMSC and COordinatingPrograIn have entered into a Trademark Licensing Agreement which grants
the Coordinating Program the right to sublicense the following registered trademarks:
MarkMAIN STREETNATIONAL MAIN STREET CEVFER
ltion NumberU.S.
i68 and 2,o5h20Re:
He No. 2,or3,837
These registered trademarks owned by the National Trust, together with the MAIN STREETAMERICAT-" word marks and logos referred to in Section 2 Al below, the NATIONAL MAIN
STREET CENTER logo referred to in Section 2 Ah below are referred to herein as the “Trademarks.”
E. The Trademarks are well known and recognized by the general public and associated indIe public mind with the NMSC and the National Trust. The Coordinating Program and the
Sublicensee recognize the mutual benefits that accrue hom the Sublicensee’s use of the Trademarks
in accordance 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 Ix)cal Programs.
DocuSign Envelope ID: 29F44FBD-AD2647C7-BCBF-1 F566B99E077
National Main Street CenterLocal Program Accredited Member Sublicensing Agreement
2. Grant of Sub-License.
A. Subject to the terms and conditions of this Sublicense Agreement, the CoordinatingProgram hereby grants the Sublicensee the non-exclusive right and license to use the Trademarks toidentify and promote its participation in the MAIN STREET AMERICAT-- program, as well as its
relationship and association with the Coordinating Program and NMSC, in connection with thefollowing activities:
1.MAIN STREET AMERICATM word and logo marks. The Sublicensee’s rights to usethe MAIN STREET AMERICAT" word mark and the following MAIN STREET AMERICAlogo are limited to Sublicensees which are members in good standing at the Accreditedmembership level of the MAIN STREET AMERICAT" program:
For use by Local Programs who are Designated Members at the Accredited Level:
MAIN STREFrAMERICA"
As a Main Street AmericanA 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 StreetAmericaTM Accredited programs meet a set of National Accreditation Standards of
Performance as outlined by the National Main Street Center.
ii. NATIONAL MAIN STREET CEIVFER® word and logo marks. The Sublicensee’s
right to use the NATIONAL MAIN STREET CENTER word mark and the followingNATIONAL MAIN STREET CEIVFER logo solely and exclusively to indicate itsassociation with the National Main Street Center:
%;q National Main StreetCenter
ahrln£dury ef Ole
NatIonal TIustjn Hbtodc Plcsavalon
iii. MAIN STREET® word mark. The Sublicensee’s right to use the MAIN STREETtrademark is limited to use made to identify Sublicensee and/or its activities, includingas part of the name of the Licensee (e.g. “Main Street Iowa”), in connection withcommercial district revitalization and related consultation, education, and training.
3. Scope of and Limitations on Use. Use of the Trademarks by the Sublicensee will be subjectto the following limitations:
A. Sublicensee must display the Accredited level MAIN STREET AMERICA membershipmark on their website. All uses of the MAIN STREET AMERICA word mark and logo by Sublicensee
2
DocuSign Envelope ID: 29F44FBD-AD2647C7-BCBF-IF566B99E077
National Main Street CenterLocal Program Accredited Member Sublicensing Agreement
must follow the specific mark, color, and character usage set forth in the Brand Identity Guidelinesattached as Exhibit A, which are incorporated by reference as if fully set forth herein. Sublicenseewill not use or develop any different logos or designs (including any symbols or stylizedpresentations), in connection with the MAIN STREET AMERICA mark or logo. Use of the MAINSTREET 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 ofSublicensee’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 usethe MAIN STREET mark by the Sublicensee is an optional benefit of membership in the MAINSTREET AMERICA program.
C. All uses of the NATIONAL MAIN STREET CEivrER logo by Sublicensee must follow the
specific mark, color, and character usage set forth in the Brand Identity Guidelines attached asExhibit A, which are incorporated by reference as if fully set forth herein. Sublicensee will not use ordevelop any different logos or designs (including any symbols or stylized presentations) inconnection with the NATIONAL MAIN STREET CEIVFER mark. Use of the NATIONAL MAIN
STREET CENTER logo by Sublicensee is an optional benefit of membership in the MAIN STREETAMERICA program.
D. This Sublicense Agreement is subject to the terms, conditions, and limitations of theTrademark 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.” Sublicenseewill not state or imply that it owns any such trademarks.
F. The Sublicensee will not use the Trademarks in combination with or in juxtapositionwith other trademarks except as may be approved in writing by the NMSC. The Sublicensee will apply
and display the ® symbol and the T" symbol next to or with respect to the Trademarks as directed bythe Coordinating Program.
G. Other than as specifically provided herein, Sublicensee is not granted any other rights touse, 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 lo, will be effective throughDecember 31, 2023, at which time it may be renewed by mutual written agreement of the partieshereto
5. Conditions. This Sublicense Agreement between Coordinating Program and Sublicensee isconditioned 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-ameaca/main-street-america-tier.html#.VmYLY79rLIU, 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. MAINSTREET 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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DocuSign Envelope ID: 29F44FBD-AD2G47C7-BCBF-1 F566B99E077
National Main Street CenterLocal Program Accredited Member Sublicensing Agreement
the rights of the NMSC or the National Trust. All use of the Trademarks by the Sublicensee will inureto the benefit of the NMSC and the National Trust.
7. Good win and promotional value. Sublicensee recognizes and acknowledges the value ofgoodwill associated with the Trademarks and agrees that it will not conduct any activity, provide anyservice, or produce or distribute goods which in any way damages or reflects adversely upon theNMSC 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 willbe null and void.
9. Compliance Veri6cation. It is the responsibility of the Sublicensee to verify compliance withthe terms of this Subhcense Agreement, and to provide complete and accurate usage reports to theCoordinating Program. If the Coordinating Program or the NMSC has reason to believe that theSublicensee is in violation of this Sublicense Agreement, the Coordinating Program or NMSC shallhave 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 investigationand provide in a timely fashion any and all information that is requested.
lo. Termination.
A. Coordinating Program may terminate this Sublicense Agreement if the Sublicenseeviolates any of the provisions of this Sublicense Agreement or fails to satisfy the membershipcriteria established by the NMSC for Accredited Local Programs. Such termination will beeffective thirty (30) days after the Coordinating Program sends written notice of suchtermination to Sublicensee. During this thirty (30) day period, Sublicensee may attempt tocure such violation. If the violation is not cured during this period, the termination will beeffective upon the expiration of the thirty (30) day period.
B. This Sublicense Agreement will automatically terminate immediately without any noticerequired, notwithstanding the above paragraph, if the Coordinating Program or NMSCdetermines: (i) that sublicensee’s actions could negatively affect the goodwill, image, orreputation of the NMSC, the National Trust for Historic Preservation, the CoordinatingProgram, or any of the Trademarks; (ii) the Sublicensee discontinues all or a significantportion of its business; (iii) the National Trust terminates, revokes, or fails to renew theNMSC’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 theTrademarks.
C. Upon the expiration or early termination of this Agreement, the Sublicensee willdiscontinue use of the Trademarks and will destroy and delete tangible and electronicdocuments and files containing any such marks, except for a limited number of copiesretained for archival purposes only.
II. Governing Law. This Agreement is entered into in the District of Columbia and will begoverned by and construed in accordance with the laws of the District of Columbia, USA, withoutgiving 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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DocuSign Envelope ID: 29F44FBD-AD2647C7-BCBF-IF566B99E077
National Main Street CenterLocal Program Accredited Member Sublicensing Agreement
licensed under this agreement were used during the year. Such samples shall be submitted withinten business days of receipt of a written request from the Coordinating Program or NIVISC.
13. Notices. Any notices which either party is required or may desire to serve upon the other party
shall be in writing and may be served either personally or by depositing the same in the mail (firstclass postage prepaid, certified and return receipt requested) or with a reputable overnight expressdeHverysewice (with confirmed delivery, charge prepaid or billed to shipper), addressed to the partyto be served as follows, unless a different address is designated in writing by the party to be served.Notice shall also 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.
To Coordinating Program:
Name:
c
Texas Historical CommissionPO Box 12276Austin, TX 78711-2276512-463-5758
amy.hammons@thc.texas.gov
Phone:Email:
To Sublicensee:
Name. city of Denton
Address: 215 East MCKinneyDenton . Texas
Phone: 9403498224a mr ToTf:cTFFl
14. Successors. This Agreement shall be binding upon, and will inure to the benefit of, the parties
and their respective permitted successors and assigns.
15. Modi6cation. No amendment or modification of the terms or conditions of this LicenseAgreement will be valid unless in writing and signed by both parties.
16. Waiver. The failure of either party to partially or fh11y exercise any right or the waiver by eitherparty of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver ofany subsequent breach of the same or any other term of this Sublicense Agreement. No waiver shanbe valid or binding unless in writing and signed by the waiving party.
17. Severability. If any provision of this Sublimnse Agreement or the application of any provision
hereof to any person or circumstances is held to be void, invalid, or inoperative, the remainingprovisions of this Agreement shall not be affected and shall continue in effect and the invalidprovision shall be deemed modified to the least degree necessary to remedy such invalidity.
18. Entire Agreement. This Sub license Agreement is the entire agreement between the partiuwith respect to the matters referred to herein and it supersedes and replaces aU prior andcontemporaneous oral and written understandings pertaining to the subject matter hereof.
Coordinating Program Sublicensee
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DocuSign Envelope ID: 29F44FBD-AD2&47C7-BCBF-IF566B99E077
National Main Street CenterLocal Program Accredited Member Sublicensing Agreement
DocuSlgned bv
SM4 H&MleExecutive Director By:C1 ty Manager
Name, Title Name, Title
Date:1/25/2023 Date:1/25/2023