MEMORANDUM TO: Mayor and City Council FROM: Jack Thompson, City Manager DATE: April 23, 2025 SUBJECT: City Council Meeting Attached is your information packet for the Monday, April 28, 2025 City Council Meeting. If you have any questions about a particular item, please contact me. Cof NOTICE OF REGULAR MEETING La OF THE CITY COUNCIL OF THE CITYOF LA GRANGE, TEXAS Grange In accordance with the provisions of the Texas Open Meetings Act, Chapter 551, Texas Government Code notice is hereby given that a Regular Meeting of the governing body of the City of La Grange, Texas, will be held on the 28th day of April, 2025 at 6:00 P.M. in the City Hall Council Chambers at 155 E. Colorado St., La Grange, Texas. I. CALL TO ORDER/ROLL CALL II. PLEDGE OF ALLEGIANCE "Ipledge allegiance to the flag ofthe United States ofAmerica and to the Republic for which it stands, one nation, under God, indivisible, with Liberty and Justice for all. 7 "Honor the Texas flag; pledge allegiance to thee, Texas, one state, under God, one and indivisible. III. INVOCATION IV. PRESENTATIONS/PROCLAMATIONS 1. Issue Proclamation to La Grange Leopards High School Band in recognition oftheir invitation to perform at Carnegie Hall in New York on March 10th. Pg.1 V. PUBLIC HEARINGS SUBJECTS TO BE CONSIDERED FOR DISCUSSION AND/OR ADOPTION, APPROVAL, AMENDMENT, RATIFICATION OR OTHER ACTION AT SUCH MEETING INCLUDE: VI. CONSENT AGENDA (The Consent Agenda includes non-controversial and routine items that the Council may act on with one single vote. The Mayor or a Councilmember may pull any item from the Consent Agenda in order that the Council discuss and act upon it individually as part of the Regular agenda.) 1. Discuss and/or Consider approval of April 14, 2025 minutes. Pg.3 2. Discuss and/or Consider appointing Deborah Bradley to the Main Street Advisory Board. Pg.6 3. Discuss and/or Consider appointing Fernando Gutierrez to the Main Street Advisory Board. Pg.9 VII. REGULAR AGENDA 1. Discuss and/or Consider proposed street closures for Movie Nights on the Square in May and June 2025. Pg.12 TOURISM COMMITTEE REPORT 2. Discuss and/or Consider Allocation of Tourism Funds as recommended by the Tourism Grant Committee. Pg.14 3. Discuss and/or Consider the establishment of the La Grange Arts & Culture Fund with an initial contribution of $50,000.00 to the Fund from the City's Hotel Motel Tax Fund to be governed by the La Grange Arts Council in conjunction with the Greater Fayette Community Foundation Board of Directors. Pg.19 4. Discuss and/or Consider authorizing the Mayor to execute an agreement with Greater Fayette Community Foundation establishing the La Grange Arts & Culture Fund. 5. Discuss and/or Consider an annual contribution to the La Grange Economic Development Corporation Community Theatre project from Hotel/Motel tax revenue over a five-year period, beginning October 1, 2025. Pg.28 VIII. CITY COUNCIL COMMITTEE/BOARDS/ADVISORY REPORTS 1. Airport Board 2. La Grange Economic Development Corporation 3. Library Board 4. Main Street Board 5. Tax Appraisal Board IX. STAFF UPDATES Review of Current issues and projects X. CITIZEN PARTICIPATION: (Registration forms are available on table as you enter the City Council Chambers. This form should be completed and delivered to the City Secretary prior to 6:00 p.m. The City Council will receive the information, ask staff to look into the matter, or place the issue on a future agenda. Topics of operational concerns shall be directed to the City Manager.) XI. ITEMS OF COMMUNITY INTEREST Items of community interest include expressions of thanks, congratulations, or condolence; information regarding holiday schedules; honorary recognitions of city officials, employees, or citizens; reminders about upcoming events sponsored by the City or other entity that is scheduled to be attended by a city official or employee; andamoumcements involving imminent threats to the public health and safety. XII. EXECUTIVE SESSION The Council will meet in closed Executive Session as authorized by the listed section(s) ofThe Open Meetings Act, Section 551, Texas Government Code, to discuss the following matters: Section (551.074) Personnel Matters 1. City Manager Performance evaluation The Council may take final action on any of the before mentioned matters while convened in open session pursuant to Chapter 551 of the Texas Government Code; it may also take certain action in executive session on competitive electric matters pursuant to Section 551.086. The Council may also meet in closed Executive Session, pursuant to Section 551.071, to receive advice from legal counsel (consultation with attorney) on any items listed in this notice. XIII. ADJOURNMENT Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services such as interpreters for persons who are deaf or hearing impaired, readers, large print or Braille, are requested to contact, Janet Bayer at 979/968-5805 at least two (2) work days prior to the meeting SO that appropriate arrangements can be made. More information on the above listed matters is available from the City of La Grange - Office ofthe City Manager at 979/968-5805. Posted at 11:00 A.M. on this the 25th day of April, 2025. M upN Janet Bayer, City Secretary La Grange City Council Grange DEPARTMENT MEMO Ta Staff Meeting Date: April 28, 2025 Contact: Janet Bayer, City Secretary Pesmuation-Preclamamions Agenda Item: #1 E-mail: sibserea@civelk.com Phone: 979-968-5805 SUBJECT: Issue Proclamation to La Grange Leopards High School Band in recognition of their invitation to perform at Carnegie Hall in New York on March 10th SUMMARY 68 La Grange High School Band students were one of six band ensembles invited to perform at Carnegie Hall in New York on March 10th, 2025. The La Grange HS Band received a Gold Award, the highest honor. The students, faculty, and parents in this community should be filled with pride for such an honored invitation and such a prestigious award. The Booster Club of La Grange should be commended for their fundraising efforts in helping the students and their families experience this once in a lifetime trip by raising approximately $170,000 in donationsscholarships. PRIOR ACTION/NPUT (Council, Boards, Committees) N/A RECOMMENDATION N/A FINANCIAL IMPACT None. ATTACHMENTS Playing to a Gold Standard at Carnegie Hall Proclamation -1 Proclamation - Playing to a GoldStandard. at Camegie Hall Whereas, the La Grange Leopard High School Band has had an exceptional year under the leadership of Director of Bands: Christopher Cooper; Band Directors: Eric Daniels andgacob Stephenson, andwith the participation andsupport ofthe entirestaffandtfie. student bandaides; the La Grange HS Band was one of six ensembles selected to perform at Camegie Hall in New Vork: and Whereas, 68 ofthe 71 member La Grange Leopardys Bandperformed. an amazing program that included: The Crown of Castile 6yJohnnie Winson, Two British FolSongs 6y Elliot De(Borgo, Mercury Rising 6y Nathan Daughtrey, and March of the Trolls, From Eyris Suite, Op.54 6y Edvard Grieg; and Whereas, the La Grange LeopardHS Bandwas evaluated on individual and ensemble skills, and could receive a Bronze, Silver, or GoldAward. The La Grange HS Band receiveda GoldAward in a unanimous decision; and Whereas, were it not for the dedicatedfumfnising efforts ofthe La Grange Booster Clu6, and the outpouring of community support, the band students and parents would not have had the opportunities afforded with the nearly $170, 000 raisedin donations andsponsorships that aided in traveld and lodging accommodations; and Whereas, the La Grange HS Band students andfamilies had once in a fetime opportunities to do some sightseeing and experience the local culture. Activities included: rehearsing at a local music/recording studio, visiting CentralPark, Ellis Island, RockefellerPlaza andthe 1 "Iop ofthe Rock, Little Italy/China Town, Times, Square, the FimancialDistrict, Battery Park, the Natural History Museum, and lots ofsubway rides. NOW, THEREFORE BE IT9 RESOLYED that in my capacity as Mayor ofthe City of La Grange, I congratulate the members ofthe 2024-2025 La Grange High SchoofBand on their performance and award at Camegie Halli in Wew Vorkon March 10, 2025. PROCCAISED this the 28F day ofAprif2025. Jan Dockery, Mayor City of La Grange, Texas -2- G54 La Grange City Council La Grange DEPARTMENT MEMO Staff Meeting Date: April 28, 2025 Contact: Janet Bayer, City Secretary Agenda Item: Consent Agenda #1 E-mail: ivysertary@eiyofg.en Phone: 979-968-5805 SUBJECT: Discuss and/or Consider approval of April 14, 2025 minutes SUMMARY Consider approval of April 14, 2025 minutes as presented. PRIOR ACTION/INPUT (Council. Boards, Committees) N/A RECOMMENDATION Staff recommends approval of the minutes as presented; council consideration is respectfully requested. FINANCIALI IMPACT None ATTACHMENTS Draft Minutes -3- DRAFT REGULAR COUNCIL MEETING = April 14, 2025 The City Council of the City ofLa Grange met in Regular Session on Monday, April 14, 2025, in the City Hall Council Chambers at 155 E. Colorado Street with the following members present: Mayor Jan Dockery, Mayor Pro tem Kathy Weishuhn, Councilmember Bonnie Busch, Councilmember Katie Councilmember Chris Jernigan, Councilmember Kim Newton, Councilmember Ken Taylor, and Gross, Councilmember Violet Zbranek. Councilmember Bryan Kerr was absent. Staff present: City Manager Jack Thompson, City Attorney Marie Angela Flores Beck, Finance Director Brett Wolff, Janet and City Secretary Chief of Police David Gilbreath. Visitors: Dr. Mike Mabry, Dixie Launius, Billy Beth Baker, Sarah Bayer, Jacelyn Mabry, Perez, Mary Fox, Ed Murphy, Teresa von Rosenberg, and Charles Murray. Mayor Jan Dockery called the meeting to order. Next were pledges to the US and Texas Flags. Pastor Ed Murphy with New Life Methodist Church gave the invocation. PEAATCSPNAGANATONS Mayor Dockery issued a Proclamation declaring April as Child Abuse Prevention Month in Fayette County and the City ofLa Grange. Child Abuse Prevention Month is observed during April to raise awareness on the local, state, and national level on child abuse and neglect. Mayor Dockery applauded the dedicated staff/volunteers of the Children's Advocacy Center who work hard every day in helping La Grange and County children and families feel safe and nurtured. Fayette PUBLIC HEARINGS None. CONSENT AGENDA The first item under consent agenda was to discuss and/or consider approval of March 24, 2025 minutes. Motion Mayor Pro tem Weishuhn, Second Councilmember Taylor to approve the March 24, 2025, minutes as presented. Motion carried 7-0. The second item under consent agenda was to discuss and/or consider approval ofCouncilmember Kerr and Councilmember Gross prior absences as validly excused. In accordance with the Home Rule Charter and longstanding Council practice, absences may be formally excused by a majority vote of the Council to maintain compliance with Charter expectations regarding attendance. Motion Councilmember Newton, Second Pro tem Weishuhn to approve Councilmember Kerr and Councilmember Gross prior absences as Mayor excused. validly Motion carried 7-0. REGULAR AGENDA The first item under regular agenda was to discuss and/or consider a Resolution cancelling the 26th Council May City meeting. Motion Mayor Pro tem Weishuhn, Second Councilmember Zbranek to approve the Resolution to cancel the May 26th City Council meeting. Motion carried 7-0. The second item was to discuss and/or consider amending Code. Enforcement Violation fees for mowing, wèed eating, shredding, brush/trash pickup on property owner's lots. The City ofl La Grange is proposing an update to Code Enforcement Violation fees related to mowing, weed eating, brush pick-up, and abatement of condemned properties. The current fees, last set in May 2020, no longer reflect the actual cost of labor, equipment, fuel, and administrative services. The cost price index has increased 20% in the course of5 years. Motion Councilmember Gross, Second Mayor Pro tem Weishuhn to approve the amendment of fees for Code Enforcement Violations associated with mowing, weed eating, shredding, brush/trash pickup on property owner's lots. Motion carried 7-0. 4- Under Citizen DRAFT Participation, Dr. Mike Mabry spoke to Agenda Item # 2. City Council CammaitefamlaAdriny, Reports Councilmember Newton stated the next Library Board meeting is on Tuesday, May 6", at tem 5:15pm. Mayor Pro Weishuhn stated the Main Street Board met today, April 14th, ? and will have new board members to present for council approval at the next meeting. The Farmer's Market is growing and gaining more interest. Councilmember Taylor stated the Tax Appraisal Board will meet on April 29th StaffUpdates City Manager Thompson stated brush pick up started on the south side today and continues this week. The north side collection is April 21st and next week. The city received the Resilient Communities Grant for $350,000 to conduct a Land Comprehensive Use plan and Zoning Ordinance update where there is no match requirement. Street reclaiming has been completed on N. Jackson and S. Meyer Streets. Lil Einstein is moving quickly with their renovationsiremodeling at 901 Mode Lane. We are currently in works on design for our stormwater drainage. The storm water surveys are currently out for customers to complete, they were included in the April utility bills and have been online. City Manager Thompson also presented an updated calendar budget for City Council to review. June 3rd, was confirmed as a daytime workshop with staff and council, and August 18th during the regular council meeting. Chief of Police David Gilbreath stated there were 277 calls for service in March. 44 calls were for animal control; 25 total accidents in March, 17 ofthem flagged as accidents major requiring accident reports. 40 citations were issued in March and 17 warnings. Citizen Participation Under Citizen Participation, Teresa von Rosenberg, Billye Beth Baker, and Charlie Murray spoke. Items of Community Interest Councilmember Zbranek invited everyone to the Country Music Opry on Monday, April 215 where Briana Adams, Bernard Nap' Gabler, and Paul Schlesinger are performing. The 40th annual Relay for Life event was held on April 12th, and was a success with 8 teams representing Fayette County across La Grange and Schulenburg. The 3rd annual Texas Burger Bash was also held on April 12th and was well attended and is each year. The 2025 Bike MS: Texas MS 150 is coming up April 26th and 27th in La Grange at the fairgrounds. growing They are estimating 6,000 cyclists. Councilmember Newton invited everyone to Thriving Tejas at on May 10th for activities, lunch, and tons of other events from 10am-4pm. Camp Tejas At 6:52 PM a Motion was made by Councilmember Newton, with a Second by Mayor Pro tem Weishuhn that the meeting be adjourned. Motion carried 7-0. Janet Bayer, City Secretary These Minutes Approved by City Council on: Jan Dockery, Mayor 5-, La Grange City Council Grange DEPARTMENT MEMO Ta Staff Caleb Parks, Main Street Meeting Date: April 28th, 2025 Contact: Manager Agenda Item: Consent Agenda # 2 E-mail: parks@etyotg.com Phone: 968-3017 SUBJECT: Discuss and/or Consider appointing Deborah Bradley to the Main Street Advisory Board SUMMARY The La Grange Main Street Advisory Board has eight (8) members appointed by the City Council and one (1) City Council member appointed by the mayor. At least one ofthe eight voting members shall be a representative of the youth of our community. Duties and responsibilities ofthe board include setting goals, implementing work plans to accomplish those goals, and providing oversight of the Main Street program in Historic Downtown La Grange. PRIOR ACTION/INPUT (Council. Boards, Committees) Board members serve two-year terms and can serve a maximum oft three consecutive terms, for up to a total of6 years. Previous board member Kristen Denham has since reached the term limit, leaving her position vacant. Deborah Bradley has applied to the board and has been recommended to the board by the Nominating Committee. RECOMMENDATION The Main Street Advisory Board is recommending that Deborah Bradley be appointed to the vacant Board position. She is eligible for reappointment every two years for up to a maximum of three terms. FINANCIAL IMPACT None ATTACHMENTS Application Form for Deborah Bradley -6- TAG GRANGE COMBUNITY DEVELOFMENT & TOLRISM Application for Appointment La Grange Main Street Advisory Board Ali appointment racommandatians are mode by the members of the La Grange Main Street Advisory Board and ane confirmed by City Counci, Name: 2ptrah Blancksilb hadlpu Address: a a - Phone #: Email: Bad Fonaiagmal. com How long have you lived in La Grange? Occupation: MMoingung Cochos 0 TONaA OuE Miseulm Place of Employment: LONAA Quit utim List your Involvement in other) boards and community orgenizations: CHy oP Aehenge List any special Skills, talents, or resources that would help this Board: Singing, Qeling, Ent Produchon List your current involvement with the Main Street Advisory Board: Cuunts uo! Tam Why are you interested In serving on the Maini Street Advisory Board? seo, J 1 U-Hink tu collahorahian sll bodhuplul V6 Tam * Otkos dumis n M Spuerz. -7- Have you attended a meeting of the Maln Street Advisory Board? If yes, when? NO On which event committee are you interested in participating: Shop Local Community Events Schmeckenfest Heritage Events G Uncorked QOk Onue. Would you attend educational training both in and out oftown? Training would be at City's expense. yp. Please specify any business ar personal relationships with the city or other activities, which might create a serious conflict ofinterest or affect your ability to serve if you should be appointed to this board or commission: NOnR Statement of intent lam aware of the meeting dates and tinies ofthe La Grange Main Street Advisory Board for which 1 have applied, eod that members are expected to attend regularly scheduled meetings. Absences should be for gpodcaurea andinimal Excessive absenices are covered in the Byfaws Signature: A 45P67 A Date: Oi0n/2025 "Prion to appointment, is is recommended that the candidate attend 3 meeling of the board as well as serve 0G an: avent commitzee to besome familian with thes duties and responsibilities of the appoiniment being sought Please Return This Form To: City of La Grange Main Street 155 E. Colorado La Grange, TX78945 For Office Use Only: Appointed To: On This Date: Term Expires: -8- C9f La Grange City Council DEPARTMENT La Grange MEMO Staff Caleb Parks, Main Street Meeting Date: April 28th, 2025 Contact: Manager Agenda Item: Consent Agenda # 3 E-mail: cparks@eityofig.com Phone: 968-3017 SUBJECT: Discuss and/or Consider appointing Fernando Gutierrez to the Main Street Advisory Board SUMMARY The La Grange Main Street Advisory Board has eight (8) members appointed by the City Council and one (1) City Council member appointed by the mayor. At least one ofthe eight voting members shall be a representative of the youth of our community. Duties and responsibilities of the board include setting goals, implementing work plans to accomplish those goals, and providing oversight of the Main Street program in Historic Downtown La Grange. PRIOR ACTION/NPUT (Council, Boards. Committees) Board members serve two-year terms and can serve a maximum of three consecutive terms, for up to a total of 6 years. Previous board member Lauren Lehmann has resigned from her position on the board, leaving her position vacant. Fernando Gutierrez has applied to the board and has been recommended to the board by the Nominating Committee. RECOMMENDATION The Main Street Advisory Board is recommending that Fernando Gutierrez be appointed to the vacant Board position. He is eligible for reappointment every two years for up to a maximum of three terms. FINANCIAL IMPACT None ATTACHMENTS Application Form for Fernando Gutierrez -9- TA GRANGE CORMUMITY DEMELOPMENT Su TOURISA Application for Appointment La Grange Main Street Advisory Board *AIl appointment recommendations are made by the members of the La Grange Main Street Advisory Board and are confirmed by City Council. Name: Fernando Gutierrez Address: i Phone :: Email: info@igprintco.com How long have you lived in La Grange? 28 years Occupation: Business Owner Place of Employmment: LG Print Co., LLC List your involvement in other boards and community organizations: Volunter at LG Optimist and Donor to multiple community Sports & School aflliated Org's List any special skills, talents, or resources that would help this Board: l've been in the community for a good while. I have a great understanding of our local history, what our community has to offer, and what we can do better as we strive to be a 'Stand Out Smali Texas town. Owning a small business since 2011, feel I have a good understanding of our local our needs, and potential pitfalls. Working in the marketing arena previously and being in economy, Ifeel like I would be a good resource for local community campaigns and promotions. graphic design, List your current involvement with the Main Street Advisory Board: Not currently on the board in any way but have good working history with LG Main Street, Have been involved with past events and have provided goods and services. Why are you interested in serving on the Main Street Advisory Board? Honestly just want to see LG Thrive! Have you attended a meeting of the Main Street Advisory Board? If yes, when? I attended the meetings with the Branding Agency -10- On which event committee are you interested in participating: Shop Local Community Events X 4 Schmeckenfest Heritage Events X 1G Uncorked Would you attend educational training both in and out of town? Training wouid be at City's expense. Ves Please specify any business or personal relationships with the city 07 other activities, which might create a Serious conflict of interest or affect your ability to serve if you should be appointed to this board or commission: NONE Statement of Intent I am aware of the meeting dates and times of the La Grange Mains Street Advisory Board for which 1 have applied, and that members are expected to attend regulariy scheduled meetings. Absences should be for good cause and minimal. Excessive absences are covered in the Bylaws. Signature: - Date: 4/11/25 *Prioe to appointment, iti is recommended that the candidate attend a meeting of the board as well as serve on: an evens commsittee to becomme familian wwithy the dubies and responsibilities of the appointment being sought. Please Return This Form To: City of La Grange Main Street 155 E. Colorado La Grange, TX78945 For Office Use Only: Appointed To: On This Date: Term Expires: -11- Co La Grange City Council La Grange DEPARTMENT MEMO Staff Caleb Parks, Main Street Meeting Date: April 28th, 2025 Contact: Manager Agenda Item: Regular Agenda # 1 E-mail: parks@eiyotg.com Phone: 968-3017 SUBJECT: Discuss and/or Consider proposed street closures for Movie Nights on the Square in May and June. SUMMARY The Advisory Board of La Grange Main Street is requesting permission for the closing of the following parking section to accommodate Movie Nights on the Square (Friday, May 30t, 2025, and Friday, June 6th, 2025) for the safety of the public. 1. The inner parking area by the north entrance of the courthouse which will be utilized for the movie screen and equipment. They would like to begin blocking off the proposed streets at 5:00 pm for each Movie Night evening. PRIOR ACTION/INPUT (Council, Boards, Committees) N/A RECOMMENDATION Authorize Main Street Advisory board and staff to block off the proposed section of Colorado St for Movie Nights on the Square 2025 FINANCIAL IMPACT None ATTACHMENTS Map of Proposed Closures -12- ear Meyer ay e - - ayette county E - € N & on (ate Cale & Oifices Gfunse imaa eus aleo MersE, AU Vationwiden Insurance: Morle Christopher Lawrence Fande -13- Ciof La Grange City Council DEPARTMENT La Grange MEMO Staff Caleb Parks, Main Street Meeting Date: April 28th, 2025 Contact: Manager Agenda Item: Regular Agenda # 2 E-mail: cparks@eityofig.com Phone: 968-3017 SUBJECT: Discuss and/or Consider Allocation of Tourism Funds as recommended by the Tourism Grant Committee. SUMMARY Included for your review and consideration are ten (10) requests for funding under the Tourism Grant Program. PRIOR ACTIONINPUT (Council. Boards, Committees) The Tourism Grant Committee met on April 21st to review the following applications. RECOMMENDATION The Tourism Grant Committee is making the following recommendations for funding for the ten (10) applicants included in the summary. FINANCIALIMPACT Recommended funding for the ten requests totals $60,790 from Hotel Occupancy Taxes (HOT) collected throughout the fiscal year. ATTACHMENTS Current Finance Report Hotel/Motel Tax Report Summary Summary of Funding Requests -14- -15- $ A A A $A A $A $A $A Wr VAr $ U 16 Summary of Requests Request Amount Overview 1 $10,000 Fayette County Fair Association - 2025 Fair This annual request is to promote the Fayette County Fair. The committee allocated $10,000 in 2024, 2023, and 2022. Staff recommends funding in the amount of $10,000. 2 $2,650 Juneteenth on the Square Funds are requested for marketing Juneteenth on the Square, as well promotion of the arts (musical entertainers) for the event, on June 7th. The committee allocated $3,000 in 2024, and $1,000 in 2023 and $2,000 in 2022. Staff recommends funding in the amount of $2,650. 3 $5,000 TCHCC- Slavnost "May Fest Funds are requested for marketing Slavnost "May Fest" to be held May 17-18, 2025. The committee allocated $5,000 in 2024, $5,000 in 2023, and $4,500 in 2022. Staff recommends funding in the amount of $5,000. 4 $6,400 Friends of Kreische Brewery & Monument Hill = Bluff Schuetzenfest Funds are requested for advertising the event on May 17, 2025. The committee allocated $6,400 in 2024, $6200 in 2023, and $5,000 in 2022. Staff recommends funding in the amount of $6,400. 5 $8,200 Texas Quilt Museum Funds are requested for marketing of Museum events and Children's Programs (promotion of the arts). The committee allocated $5,000 in September 2024, $4,000 in March 2024, and $2,500 for June 2023. Staff recommends funding in the amount of $8,200. 6 $10,000 Bugle Boy Foundation This is an annual request from the Bugle Boy Foundation to support their promotion of the arts. They host approximately 90 shows each year. The committee allocated $10,000 in 2024, 2023, and 2022. Staff recommends funding in the amount of $10,000. -17- Request Amount Overview 7 $10,000 Fayette County Sheriff's Posse Funds are requested for advertising and promotion of Fayette County Sheriff's Posse CPRA/UPRA Ram Rodeo April 4-5, 2025. The committee has allocated funding for this event annually since 2010. 8 $2,940 Faison Preservation Society Funds are being requested for marketing two interpretive programs geared towards out-of-town guests on May 17th and August 30th. The committee allocated $4,550 for docent salaries in March 2024 and $10,000 for foundation repairs in June 2024. Staff recommends funding in the amount of $2,940. 9 $1,600 Texas Heroes Museum Funds are requested for advertising the Texas Heroes Museum. The committee allocated $3,512 in 2024, $2,000 in 2023, and $700 in 2022. Staff recommends funding in the amount of $1,600. 10 $4,000 Colorado Valley Quilt Guild = 28th Annual Best Little Quilt Show in TX Funds are requested for advertising the annual quilt show. The committee allocated $4,000 in 2024, 2023, and 2022. Staff recommends funding in the amount of $4,000. -18- Get City Council DEPARTMENT La Grange MEMO Staff Meeting Date: April 28, 2025 Contact: Jack Thompson, City Manager Agenda Item: Regular Agenda # 3 E-mail: jhompson@eiyofig.com Regular Agenda #4 Phone: 979-968-5805 SUBJECT: Discuss and/or Consider the establishment of the La Grange Arts & Culture Fund with an initial contribution of $50,000.00 to the Fund from the City'sHotel Motel Tax Fund to be governed by the La Grange Arts Council in conjunction with the Greater Fayette Community Foundation Board of Directors. Discuss and/or Consider authorizing the Mayor to execute an agreement with Greater Fayette Community Foundation establishing the La Grange Arts & Culture Fund. SUMMARY On the March 24, 2025, City Council Meeting, the City Council received a proposal to establish the La Arts Grange Council and create the La Grange Arts & Culture Fund in partnership with the Greater Fayette Community Foundation (GFCF). At that time, the Council deferred action and directed the Tourism Committee to review the proposal and make a recommendation. The Tourism Grant Committee met on Monday, April 21, 2025, to consider the request. After discussion, the committee voted 2-0-1 with Councilmember Taylor abstaining to recommend that the City Council approve the tormation of the La Grange Arts Council and allocate $50,000 in seed funding from the City's Hotel Occupancy Tax (HOT) revenues to initiate the program. Overview of the Program: The proposed La Grange Arts & Culture Fund will be administered by GFCF as a Quasi-Endowed Fund, which allows for annual distributions of up to 5% oft the fund's balance, while also permitting extraordinary distributions with appropriate approvals. The fund will be used to support charitable organizations and projects that promote arts, culture, and creative placemaking in La Grange. To guide the use and strategic impact of the fund, a La Grange Arts Council will be formed as a Fund Advisory Council. This group will be composed of nine members, including: City Council Appointee (1) = Represents municipal goals City Manager Ex-Officio Member GFCF Staff Member - Ex-Officio Member Six At-Large Members - Selected based on experience in arts, culture, economic development, community engagement, or fundraising -19- The Arts Council will be tasked with reviewing funding applications, making grant recommendations, and advising on cultural initiatives that align with La Grange's community and economic development goals. Why It Matters: Establishing the La Grange Arts Council and the associated fund will: Enhance La Grange's cultural identity and quality oflife Attract tourism and stimulate local business activity Encourage public-private partnerships and philanthropic support Provide a structured, transparent process for funding community arts nitiatives Investing in the arts is a strategic step toward growing a vibrant, economically resilient, and connected La Grange. PRIOR ACTION/NPUT (Council, Boards, Committees) Council consideration at the March 24, 2025, City Council Meeting Consideration and approval by the Tourism Grant Committee on April 21st, 2025, to allocate $50,000 in seed funding from the Hotel Occupancy Tax for the La Grange Arts Council, to be administered through the Greater Fayette Community Foundation. RECOMMENDATION Staffr recommends that the City Council: 1. Approve the creation of the La Grange Arts Council as the advisory body for the La Grange Arts & Culture Fund 2. Authorize the establishment oft the La Grange Arts & Culture Fund in partnership with the Greater Fayette Community Foundation 3. Approve a $50,000 allocation from Hotel Occupancy Tax funds as seed funding for the program FINANCIAL IMPACT $50,000 from Hotel Occupancy Tax (HOT) funds ATTACHMENTS Field ofInterest Fund Agreement -20- Pg.2of2 Greater Fayette Community Foundation FIELD OF INTEREST FUND AGREEMENT 1. Agreement This agreement is made on this date of between The City ofLa Grange (the "Donor Advisor") and Greater Fayette Community Foundation, a Texas nonprofit corporation (the "Foundation"). 2. Fund Name The Donor Advisor hereby contributes the assets listed in Addendum I to the Foundation to establish a Field ofInterest Fund to be known as the La Grange Arts & Culture Fund (the "Fund"). 3. Purpose The purpose (the "Purpose") of the Fund shall be to support public charities (as defined in Section 170(b)(1)(A) of the Internal Revenue Code) which support (describe charitable work) equitable creative placemaking which elevates arts, culture, and community-engaged design as central elements of community development and planning in (geographic service area) City of) La Grange. Texas. 4. Ownership and Administration Except as hereinafter set forth, the Donor Advisor hereby irrevocably transfers to the Foundation the assets described in the attached Addendum 1 to establish the Fund. Subject to the right ofthe Foundation to: reject any gift, parties other than the Donor may make additional irrevocable gifts to the Foundation for the purposes of the Fund by a transfer of assets acceptable to the Foundation. All gifts to this Fund shall be the sole property of the Foundation and are subject to the legal and fiduciary control of the Foundation. The Fund shall be administered in accordance with the Foundation's Articles ofIncorporation, Bylaws and Policy for Field of] Interest Funds, as amended from time to time, copies of which shall be provided to the Donor Advisor upon request. While the Foundation is responsible for the overall stewardship of the Fund, contributions made with specific restrictions- such as from grants or other funding sources designated for a particular purpose- will be used solely in alignment with those restrictions. Ifthe Foundation determines that the specified purpose can no longer be fulfilled or the contribution cannot be used as intended, the Foundation shall make reasonable efforts to consult with the original contributor. In such cases, and when permissible by law and Foundation policy, the original contribution may be returned to the Donor Advisor or redirected in partnership with thel Donor Advisorto an alternative purpose that aligns with both the donor' s original intent and the Foundation's s mission. -21- Greater Fayette Community Foundation FIELD OF INTEREST FUND AGREEMENT 5. Variance Power In accordance with IRS regulations and the Bylaws of the Foundation, the Board of Directors shall have the power to modify any restriction or condition imposed by a Donor Advisor on the investment or distribution of assets if, in the sole judgment of the Board of Directors, such restriction or condition becomes illegal, unnecessary, uneconomical, impossible to perform, or inconsistent with the charitable needs of the community or area served, and such modification would more effectively serve the charitable purposes of the Foundation taking into consideration the initial wishes of the Donor Advisor; provided, however, that such modification must comport with the purpose set out in 3. Purpose, above. 6. Distributions Distributions shall be made only to public charities as defined in Section 170(b)(1)(A) of the Internal Revenue Code (i.e., churches, schools, hospitals, government entities, and publicly supported 501(c)(3) organizations). The Fund shall be defined as either a Permanently Endowed Fund, Quasi-Endowed Fund, or Non-Endowed Fund as indicated below. If no selection is made, the Fund shall be considered a Permanently Endowed Fund. Permanently Endowed Fund - Ordinary distributions from the Fund shall be made once per calendar year in the amount requested by the Donor Advisor up to a cumulative limit of 5% ofthe value ofthe Fund determined as oft the preceding December 31. No extraordinary distributions may be made from the Fund corpus at any time and no changes in this selection of investment type may be made, it being understood that the Fund corpus is intended to remain with the Foundation to be managed in accordance with this agreement. X_ Quasi-Endowed Fund - Ordinary distributions from the Fund shall be made once per calendar year in the amount requested by the Donor Advisor up to a cumulative limit of 5% of the value of the Fund determined as of the preceding December 31. In addition to ordinary distributions, extraordinary distributions may be made from the Fund corpus at any time in any amount if requested by a 2/3 vote ofthe total number ofFund Advisory Council and approved by a majority vote ofthe Board ofDirectors of the Foundation. Non-Endowed Fund - A Non-Endowed Fund may distribute upi to 100% ofthe value oft the Fund. -22- Greater Fayette Community Foundation FIELD OF INTEREST FUND AGREEMENT 7. Recommendations The initial Fund Advisory Council (the "Council") members are listed on Addendum II. The Council shall make grant recommendations to the Foundation, in writing and signed by a majority of the members of the Fund Advisory Council, regarding distributions to fulfill the purpose of the Fund. Recommendations are advisory only, and the Foundation shall not be bound by such recommendations. 8. Pledges and Benefits No distribution from the Fund shall be made to satisfy a written pledge or legal obligation of the Donor Advisor or any other person, and neither the Donor Advisor nor any other person may receive any benefit or privilege (such as gifts or tickets to events) in return for a distribution from the Fund. 9. Remainder In the event the stated purpose ofthe Fund is no longer needed, its remaining balance shall be transferred to the unrestricted fund of the Foundation unless the agreement establishing the Fund provides otherwise. (Ex: once a cure for cancer is found and the disease is eliminated, a Fund created to assist cancer, patients would be transferred to the Foundation s unrestricted, fund unless the agreement provided otherwise.) 10. Fees Administrative fees help support the operational costs of the Foundation to administer the Fund and philanthropic advising that enables charitable gifts to achieve their greatest impact. The Foundation shall charge the Fund an annual administrative fee, plus any other expenses incurred directly by the Fund. a. Administrative - The Foundation will assess administrative and investment management fees against the Fund in accordance with GFCF's published fee schedule, as amended from time to time. GFCF may also assess the Fund to cover any unusual expenses incurred in connection with the contributed assets, including the cost of disposing of them, and in the administration oft the Fund. -23- Greater Fayette Community Foundation FIELD OF INTEREST FUND AGREEMENT ADDENDUMI b. Other Expenses: Funds may require additional professional services and administrative support from time to time which are over and above normal administrative costs. Each fund shall be charged for any reasonable and necessary out-of-pocket expenses incurred directly by that fund. Such additional costs may include but are not limited to: consulting, legal, accounting, marketing, and other fees for professional services incurred to support a specific charitable fund, or the processing of an unusually large number of disbursements or gifts. These expenses are approved by the fund advisory council. C. Annual Reports. Foundation shall provide annual reports to the Donor Advisor of all contributions, disbursements and expenses charged to the fund, with the first report being due on or before December 31, 2025. d. Notices. Shall be by postage pre-paid mail, with email copy, as follows: TO DONOR ADVISOR: City Manager City ofLa Grange, Texas 155 E. Colorado La Grange, Texas 78945 Email: sibymanieQciyofig.com TO FOUNDATION: Executive Director Greater Fayette Community Foundation P. O. Box 664 La Grang,eTexas 78945 Email: msmaglyubemhtin,on CITY OF LA GRANGE, TEXAS GREATER FAYETTE COMMUNITY FOUNDATION By: By: Jan Dockery, Mayor Date: Cheryl Pekar, GFCF President Date: (Donor Advisor) -24- Greater Fayette Community Foundation FIELD OF INTEREST FUND AGREEMENT ADDENDUMII Initial Transfer of Assets and Initial Investment Initial Transfer of Assets The Donor Advisor transfers the following assets to the Greater Fayette Community Foundation to establish the Field of Interest Fund to be known as the La Grange Arts & Culture Fund. X Cash in the amount of $50,000 Non-Cash in the form of valued at the amount of Other valued at the amount of Initial Investment The Donor Advisor recommends that the funds be initially invested in the (select one): Cash Fund X Quasi-Endowed Fund Endowed Fund If no recommendation is made, assets will be invested in the Foundation's Community Impact Fund. Authorized Person (Donor Advisor) Date Cheryl Pekar, GFCF President Date -25- Greater Fayette Community Foundation FIELD OF INTEREST FUND AGREEMENT ADDENDUM II Fund Advisory Council Members Definitions and Recommendations Fund Advisory Council Members play a crucial role in shaping the impact of GFCF's community-led, community-driven initiatives by broadening diverse connections across the Foundation' s service area and ensuring funding priorities address real community needs. Fund Advisory Council Members contribute through community representation, grant review, strategic input, and impact evaluation, ultimately maximizing the reach and effectiveness of the Fund's purpose. In addition to reviewing applications and recommending recipients for review and approval by the GFCF Board, Fund Advisory Council Members act as the leaders and decision makers of the Fund by providing advice and assistance with coordination and implementation of communication, fundraising strategies, materials, and programmatic needs as they arise. Each Fund Advisory Council may adopt rules for its own governance not inconsistent with GFCF Bylaws or with rules adopted by the Board of Directors. To ensure true representation of the population in which the Fund aims to benefit, the following composition of nine designated and diverse community members is recommended to serve as the Fund Advisory Council Members (also known as the "La Grange Arts Council") for the Field ofInterest Fund to be known as the La Grange Arts & Culture Fund (the "Fund"): Designated Members: To ensure alignment with the city's strategic goals while also providing insight and collaboration from both the municipal and philanthropic sectors, the following three Designated Members are definite, while the remaining Council Members are guided by ideal candidate qualities: 1. City Council Appointee 2. Ex-Officio- City Manager of] La Grange 3. Ex-Officio- Greater Fayette Community Foundation StaffMember -26- Greater Fayette Community Foundation FIELD OF INTEREST FUND AGREEMENT Additional Members: In addition to the designated members, we recommend appointing six additional members based on the skills, experience, and connections outlined below, ensuring a diverse and well-rounded group ofadvisors who can effectively guide philanthropic efforts that strengthen the rural region. Ideal Qualities: Arts & Culture Advocates- Leaders from diverse backgrounds with a mix of artistic and business expertise, including: the performing and visual arts, creative industries, education, business, finance, marketing, nonprofit management, and public relations. Diverse Perspectives & Representation- Individuals who reflect varied artistic disciplines, cultural backgrounds, generations, and geographic locations. While most Fund Advisory Council Members may reside in La Grange, individuals from greater Fayette County who are invested in the regional arts scene are welcomed. Engaged Arts & Community Leaders- Active participants in arts and culture, who foster collaboration between artists and the community, and work to make the arts accessible and vibrant. These are individuals who connect people, ideas, and resources to enhance cultural opportunities. Individuals with Valuable Skills & Experience- Individuals with expertise in fundraising, strategic planning, grant writing, volunteer management, and arts administration. Those with experience in public art initiatives, fundraising, creative economy development, and financial management for arts organizations are especially valuable. Community Connectors- Members with strong relationships within the arts community, local businesses, philanthropic networks, and civic organizations. Connections to regional and state arts councils, media outlets, and cultural institutions are a plus. Philanthropic Leaders- Individuals who can influence and inspire personal, corporate, and estate gifts that expand access to the arts, support local artists, and ensure sustainable funding for cultural initiatives. -27- Gof City Council DEPARTMENT La Grange MEMO Meeting Date: April 28, 2025 Staff Contact: Jack Thompson, City Manager Agenda Item: Regular Agenda #5 E-mail: thompson@eipotig.com Phone: 979-968-5805 SUBJECT: Discuss and/or Consider an annual contribution to the La Grange Economic Development Corporation Community Theatre project from Hotel/Motel tax revenue over a five-year period, beginning October 1, 2025. SUMMARY The La Grange Economic Development Corporation (EDC) has approved an agreement with the Fayette County Community Theatre (FCCT) to support the establishment of a permanent home for the organization in downtown La Grange. As part of the agreement, the EDC will purchase the former Prause's Meat Market building, located at 253 W. Travis Street, and contribute funding toward building improvements to accommodate a performance venue. FCCT, which has been active in the community for nine years, will be responsible for converting the space into a functioning theatre and for hosting regular events and performances. This investment aims to activate downtown during evening hours, increase foot traffic, and enhance the area's attractiveness to restaurants and retail businesses. Tourism Grant Committee Action To support the project, the EDC has requested assistance from the Hotel Occupancy Tax (HOT) Fund. The Tourism Committee reviewed the request on April 21, 2025, and approved 2-0-1 with Councilmember Taylor abstaining, a commitment of HOT funds in the following amounts, to be reimbursed to the EDC for eligible improvement expenses: $50,000 per year for Years 1 through 4 $37,500 in Year 5 Benefits of a Community Theatre Downtown Evening Activation: Regular performances will bring residents and visitors downtown during non- business hours, promoting economic activity and safety. Cultural Enrichment: FCCT adds depth to La Grange's cultural offerings, complementing visual arts, live music, and special events. Economic Impact: Increased downtown traffic supports existing businesses and can attract new restaurants and shops. -28- Tourism Attraction: A permanent theatre creates programming that draws out-of-town guests and supports overnight stays. Community Engagement: Theatre provides creative outlets for youth and adults, educational opportunities, and volunteerism. PRIOR ACTION/NPUT (Council, Boards, Committees) Tourism Grant Committee consideration and approval at the April 21, 2025, meeting. RECOMMENDATION Staff recommend that the City Council support the Theatre Project through the allocation of Hotel Occupancy Tax funds, as approved by the Tourism Committee, to further enhance downtown vibrancy and cultural amenities. FINANCIAL: IMPACT $50,000 in years 2025, 2026, 2027 and 2028 $37,500 in 2029 ATTACHMENTS Economic Development Performance Agreement -29- Pg. 2of2 LA GRANGE ECONOMIC DEVELOPMENT CORPORATION Economic Development Performance Agreement This ECONOMIC DEVELOPMENT PERFORMANCE AGREEMENT ("Agreement") is entered into to be effective as of the day of 2025 (the "Effective Date") by and between FAYETTE COUNTY COMMUNITY THEATRE ("FCCT"), a Texas non-profit corporation, and the LA GRANGE ECONOMIC DEVELOPMENT CORPORATION ("LGEDC"). RECITALS: WHEREAS, LGEDC Board of Directors found and declared that a project to acquire real property to be leased to suitable entities that will provide professional or amateur entertainment is a project suitable for recreational or community facilities to be called the Community Theatre Project ("the Project") and is a project defined under Sec. 505.152, Texas Local Government Code; and WHEREAS, the LGEDC, pursuant to Sec. 505.159, Texas Local Government Code, held a public hearing on the advisability of the expenditure of LGEDC funds for the type of project permitted under Sec. 505.152 on February 18, 2025, after duly publishing notice of such hearing; and WHEREAS, the LGEDC authorized the City Manager of the City of La Grange, Texas to negotiate a contract on behalf of the LGEDC for the purchase of real property in the City of La Grange, Texas, to wit: All that certain tract or parcel of land containing 7.,315.0 square feet ofl land, more or less, same being a fraction of Lots 224 and 229, Block 33, according to the original John H. Moore Plan of the Town of La Grange, a part of the John H. Moore 12 League, A-71, in Fayette County, Texas; and WHEREAS, the LGEDC and FCCT both consider the property to be suitable for conversion into a community theatre; and WHEREAS, the LGEDC and FCCT both desire to assist financially in the conversion ofthe property into a community theatre; and WHEREAS, the LGEDC intends to provide a Tenant Allowance to FCCT in an amount not to exceed FOUR HUNDRED SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS $475,000.00) for certain tenant improvements; and WHEREAS, FCCT intends to make a capital investment in the Property and Improvements in an amount sufficient to convert the building into a theatre and 1 -30- performance venue and to purchase the building from LGEDC, which amount does not include the Tenant Allowance; and WHEREAS, the expansion and operation oft this facility will allow FCCT to create a community facility for the presentation of plays and other performing arts events; and WHEREAS, the LGEDC is a Type B economic development corporation located in the City of La Grange, and is governed by Chapters 501-505, Texas Local Government Code; and WHEREAS, the LGEDC is authorized by law to provide financial incentives for the project; and WHEREAS, pursuant to the requirements of Sec. 501.158, Texas Local Government Code, FCCT and LGEDC desire to enterinto this Performance Agreement in regard to the Community Theatre Project. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, the foregoing recitals are incorporated into this Agreement as if repeated in full, and the parties hereby agree as follows: ARTICLE 1 LGEDC OBLIGATIONS 1.7 LGEDC shall purchase the real property (hereinafter "Property") described as Frac Lots 224-229, Block 33, John H. Moore, being all that certain tract or parcel of land containing 7,315.0 square feet of land, more or less, same being a fraction of Lots 224 and 229, Block 33, according to the original John H. Moore Plan of the Town of La Grange, a part of the John H. Moore 12 League, A-71, in Fayette County, Texas; and located at 253 W. Travis Street, formerly known as "Prause's Market" and to complete the purchase no later than June 30, 2025, which shall be used by the FCCT as their permanent home base theatre, which will house a theatre, seating, box office, costume/prop/set storage and performance stage. 1.2 To further support the conversion oft this Property for the stated purpose as set forth in paragraph 1.7 above, LGEDC shall grant FCCT a Tenant Allowance of an amount not to exceed FOUR HUNDRED SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($475,000.00), in part, to bring the Property into Building Code compliance; provided however, that, however, that an amount not to exceed ONE HUNDRED THOUSAND ANDNO/OO DOLLARS $100,000.00), ofthese funds shall be available for reimbursement to FCCT during the 2024-2025 Fiscal Year. LGEDC shall seek a ratification of a contribution from the City of La Grange, Texas through its annual budgeting process of an amount that conforms to the state law and 2 -31- regulations governing the Hotel Motel Tax Fund, up to a maximum total amount of TWO HUNDRED THIRTY-SEVEN THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($237,500.00) over the course of five (5) fiscal years, beginning in the 2025- 2026 Fiscal Year. 1.3 LGEDC shall review and provide final approval of Design Work, within reason, commissioned for both the conversion of the Property into a theatre performance venue that includes all of the elements set forth in paragraph 1.7 and the improvements covered by the Tenant Allowance to bring the building into compliance with all applicable City of La Grange Codes. 1.4 LGEDC shall collaboratively assist with the design and renovation process for the Property, including a broad scope of anticipated improvements necessary to result in compliance. 1.5 LGEDC agrees to sell the Property to FCCT on or before December 31, 2032 for the sum of FIVE HUNDRED THOUSAND AND NO/0O DOLLARS ($500,000.00), upon sixty (60) days prior written notice to LGEDC of its intent to exercise the option granted to FCCT to purchase the Property. 1.6 In the event FCCT fails to exercise this option to purchase the Property at the stated amount, LGEDC, at its option, may lease the Property to FCCT upon such terms as are mutually acceptable to the parties. ARTICLE 2 FCCT OBLIGATIONS 2.1 FCCT shall be responsible for the costs of renovations to convert the Property into a professional-quality performance venue in an amount to be determined to be sufficient to cover the cost of renovations, not including the amount of Tenant Allowance, and the purchase of the Property from LGEDC as set forth herein. 2.2 FCCT shall engage the services of an architectural firm for the design work for the Property and the services of a icensed contractor for the construction of the renovations to the Property, including the necessary improvements to bring the building into code compliance covered by the Tenant Allowance, all at its sole cost and expense, and to convert the Property into an intimate 80-seat performance venue. 2.3 With respect to the improvements covered by the Tenant Allowance, FCCT and its architect shall be responsible for establishing the necessary improvements to bring the building into code compliance, including the bidding process for the selection of subcontractors to bring the building into code compliance. FCCT may request payment of specific invoices upon completion of each element of the code compliance work, by submitting invoices on a once monthly basis to LGEDC, who will then paythe subcontractor directly, subject to the requirements or limitations set forth in 1.2 above. 3 -32- 2.4 FCCT shall have the final decision-making authority relating to the layout of the renovations of the Property. 2.5 FCCT shall operate the Property, once completed, as a professional- quality performance venue. 2.6 FCCT shall maintain a robust schedule of programming, including but not limited to a minimum of four (4) theatrical productions per year, with each production consisting of at least two (2) weekends of approximately three (3) to four (4) performances per weekend, and additional events at the Property, such additional events to include movies, open microphone nights, workshops and classes for performing artists or those seeking to become performing artists, live music and other entertainment events. The four (4) theatrical productions shall not include any summer student production in collaboration with La Grange Independent School District. FCCT shall partner with other community organizations for the additional productions/events. 2.7 FCCT is granted the option to purchase the Property from LGEDC for FIVE HUNDRED THOUSAND AND NO/1O0O DOLLARS ($500,000.00), which option shall be exercised not later than December 31, 2032, upon sixty (60) days' prior written notice to LGEDC. 2.7 FCCT shall be responsible for all utilities, taxes, insurance and maintenance costs associated with the building beginning immediately after the purchase of the building. ARTICLE 3 REPRESENTATIONS AND WARRANTIES 3.17 Representations and Warranties of Parties. FCCT and LGEDC, as oft the Effective Date, represent and warrant, one to the other, as follows: 3.2 Authority. The execution, delivery and performance by each is with the legal power and authority of each and has been duly authorized by all necessary action of the governing bodies of each. 3.3 No Conflicts. Neither the execution and delivery of this Agreement nor the consummation of any of the transactions herein or therein contemplated nor compliance with the terms and provisions hereof or thereof will contravene the organizational documents of FCCT or LGEDC or any provision of law, statute, rule or regulation to which FCCT and/or LGEDC is subject, or anyjudgment, decree, license, order or permit applicable to FCCT and/or LGEDC, or will conflict or be inconsistent with, or will result in any breach of any of the terms of the covenants, conditions or provisions of, or constitute a delay under, or result in the creation or imposition of a lien upon any of the property or assets of FCCT and/or LGEDC pursuant to the terms of any indenture, mortgage, deed of trust, agreement or other instrument to which the either is bound. 4 -33- 3.4 No Consents. Except for approval of the City Council of the City of La Grange for a project ofthe LGEDC, no consent, authorization, approval, order or other action by, and no notice to or filing with, any court or governmental authority or regulatory body or third party is required for the due execution, delivery and performance by FCCT and/or LGEDC of this Agreement or the consummation of the transactions contemplated hereby or thereby. 3.5 Valid and Binding Obligation. This Agreement is the legal, valid and binding obligation of FCCT and/or LGEDC enforceable in accordance with its terms except as limited by applicable relief, liquidation, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar laws affecting the rights or remedies of creditors generally, as in effect from time to time. 3.6 No Pending Litigation. There is no action, proceeding, inquiry or investigation, at law or in equity, before any court, arbitrator, governmental or other board or official, pending or to the best knowledge of FCCT and/or LGEDC threatened against or affecting either, questioning the validity of any action taken or to be taken by either in connection with the execution, delivery and performance by either of this Agreement. 3.7 Full Disclosure. Neither this Agreement nor any schedule or exhibit attached hereto in connection with the negotiation of this Agreement contains any untrue statement of a material fact or omits to state any material fact necessary to keep the statements contained herein or therein, in light of the circumstances in which they were made, from being misleading. ARTICLE 4 MISCELLANEOUS 4.1 Article, Section or Other Headings. Article or other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 4.2 Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the transactions contemplated herein. 4.3 Amendment. This Agreement may only be amended, altered or revoked by written instrument signed by all parties. 4.4 Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and assigns. No assignment by either party shall be made without the express written consent of the other party. 4.5 Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel to enforce any provision of this 5 -34- Agreement, except by written instrument of the party charged with such waiver or estoppel. 4.6 Remedies. Upon oreach of any of the commitments and obligations contained in this Agreement in addition to any other remedies expressly set forth in this Agreement with respect to such breach, the aggrieved party shall have such remedies as are available in law or equity for breach of contract; provided, however, that no party shall be liable to any other party for incidental or consequential damages. 4.7 Notices. Any notice, statement and/or other communication required and/or permitted to be delivered hereunder shall be in writing and shall be mailed by first-class mail, postage prepaid, or delivered by hand, messenger, telecopy, or reputable overnight carrier, and shall be deemed delivered when received at the addresses of the parties set forth below, or at such other address furnished in writing to the other parties hereto: FCCT: Fayette County Community Theatre Attention: Heather Barthelme (or Successor Executive Director) P.O. Box 697 La Grange, Texas 78945 LGEDC: La Grange Economic Development Corporation Attn: President or Executive Director 155 E. Colorado Street La Grange, Texas 78945 With copy to: City Manager City of La Grange, Texas 155 E. Colorado Street La Grange, Texas 78945 4.8 Applicable Law. This Agreement is made and shall be construed under the laws of the State of Texas, and venue shall lie in State courts located in Fayette County, Texas. 4.9 Severability. In the event any provision of this Agreement is illegal, invalid, or unenforceable under present or future laws, then, and in that event, it is the intention of the parties hereto that the remainder of this Agreement shall not be affected thereby, and it is also the intention of the parties to this Agreement that in lieu of each clause or provision that is found to be illegal, invalid, or unenforceable a provision be added to this Agreement which is legal, valid and enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 4.10 No Third-Party Beneficiaries. FCCT and the LGEDC intend that this Agreement shall not benefit or create any right or cause of action in or on behalf of 6 -35- any third-party beneficiary, or any individual or entity other than FCCT, the LGEDC, or permitted assignees of such parties. 4.17 No Joint Venture. Nothing contained in this Agreement is intended by the parties to create a partnership or joint venture between the parties and any implicationtothe contrary is hereby expressly disavowed. It is understood and agreed that this Agreement does not create a joint enterprise, nor does it appoint any party as an agent of any other party for any purpose whatsoever. Except as otherwise specifically provided herein, no party shall in any way assume any of the liability of any other for acts of any other party or obligation of any other party. 4.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. EXECUTED to be effective as of the Effective Date. FAYETTE COUNTY COMMUNITY THEATRE By: Printed Name: Kristen Denham Its President ATTEST: Julie Couch, Secretary LA GRANGE ECONOMIC DEVELOPMENT ORPORATION By: Daniel Cernoch, President ATTEST: Bonnie Busch, Secretary 7 -36-