HomeMy WebLinkAboutContract 30985\
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COUNTY OF TARRANT §
THIS contract ("Contract") is made and entered into between the City of Fort Worth ("City"), whose
address is 1000 Throckmorton St., Fort Worth TX 76102, acting by and through Dale A. Fisseler, its duly
authorized Acting Assistant City Manager, and the Fort Worth Central Community Development
Corporation ("FWCCDC"), whose address is 1000 Throckmorton St., Fort Worth 76102, acting by and
through Kenneth Majka, its duly authorized Interim President.
WHEREAS, the City of Fort Worth has received grant monies from the United States Department of
Housing and Urban Development ("HUD ") through the Community Development Block Grant ("CDBG")
Program No. B-04-MC-48-0010;
WHEREAS, one of the national objectives of the CDBG Program is to benefit low and moderate
income citizens of Fort Worth (the "National Objective");
WHEREAS, the Catalog of Federal Domestic Assistance ("CFDA") assigned Community Development
Block Grants/Entitlement Grants number 14.218;
WHEREAS, the citizens of the City and the City Council have determined that the creation of a private
sector loan fund providing home rehabilitation loans to eligible homeowners in the City will support the
City's strategies far neighborhood revitalization, particularly in the Central City as defined in Mayor and
Council Communication G-12976 and other targeted areas;
WHEREAS, FWCCDC has been formed as a legal entity that will establish and manage a loan fund that
will provide housing rehabilitation loans to homeowners in the City earning up to 120% of the HUD Area
Median Income. The target market of the loan fund is the Central City and low and moderate income
homeowners desiring home improvement, renovation and refinance, or purchase and rehabilitation loans
that will revitalize City neighborhoods with no less than 60% of the loans to be made to the targeted
population and area; and
WHEREAS, the City has committed $700,000 from its CDBG Year XXIX and XX�� funds in support
of the goals of the FWCCDC.
NOW, THEREFORE, THIS AGREEMENT FURTHER WITNESSETH:
THAT, the parties agree as follows:
1. Sco�e of Services
a. The City will disburse FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) of its SEVEN
HUNDRED THOUSAND AND NO/100 DOLLARS ($700,000.00) CDBG Year XXIX and �� funds
("CDBG Funds") to FWCCDC to use as start-up capital for FWCCDC's loan fund that will make home
rehabilitation loans to eligible City homeowners (the "Program"). The CDBG Funds shall be used as a
portion of the start-up capital for legal, accounting and insurance expenses, marketing and homeowner
education development, and other costs of Program development necessary for the start-up of the loan
fund including but not limited to consultants, training, and professional memberships.
b. Unless terminated earlier pursuant to other provisions hereof, this Contract shall continue so long as
FWCCDC is administering the CDBG Funds in support of Program development necessar3� for the start .
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up of the loan fund in accordance with this Contract.
c. FWCCDC will administer and disburse the CDBG Funds in accordance with the terms of this
Contract and the CDBG regulations contained in 24 CFR Part 570 ("CDBG Regulations") as well as all
applicable federal, state, and local laws and regulations.
d. FWCCDC agrees to meet the National Objective of activities benefiting low and moderate income
individuals, and to maintain full documentation supporting fulfillment of this National Obj ective in its
files.
e. City will monitor and evaluate FWCCDC's performance using the goals and performance standards
required in this Contract and the CDB G Regulations. Substandard performance as determined by City
monitoring will require corrective action. If action to correct such substandard performance is not taken
by FWCCDC within a reasonable period of time after being notified in writing by City, contract
suspension ar termination will be initiated in accardance with the provisions of this Contract.
2. General Provisions
a. FWCCDC agrees to utilize all disbursed CDBG Funds far the benefit of the Program. FWCCDC
agrees that the CDBG Funds will be expended for costs of Program development necessary for the start-
up of the loan fund.
b. It is understood that the City's obligation for start-up operating capital for the Program is FIFTY
THOUSAND AND NO/100 ($50,000.00) and that FWCCDC will obtain the remaining funds necessary
in excess of the CDBG Funds from other sources .
c. FWCCDC agrees to keep all CDBG Funds on hand in a separate numbered account in a financial
institution having federal deposit insurance coverage. All financial records shall be maintained
according to CDBG Regulations and all other applicable Federal, state and City laws, ordinances,
regulations and guidelines�. � �
d. FWCCDC will not coininingle CDBG Funds with any other funds in any manner that would prevent
City from readily identifying expendiiures for operation of the Program.
3. Uniform Administrative Requirements and Progratn Management Standards
a. Financial Management
i. Accounting Standards
FWCCDC agrees to comply with 24 CFR Part 84 and agrees to adhere to the accounting principles
and procedures required therein, utilize adequate internal controls, and maintain necessary source
documentation for all costs incurred.
ii. Cost Principles
FWCCDC shall administer the Program in conformance with OMB Circular A-122, "Cost
Principles for Non-Profit Organizations" and attachments and revisions thereto, regarding principles
for determining costs for the Program.
b. Documentation and Record Keeping
i. Requirement
FWCCDC shall maintain all records pertinent to the activities to be funded under this Contract
required by CDBG Regulations in 24 CFR Part 570.506. In addition, FWCCDC agrees to keep
records to fully document all expenditures charged to the CDBG portion of the Program. The
documentation must support the amounts charged to the Program and demonstrate that the
expenditures were appropriate to the stated goals of the Program and allowable under applicable
Federal, state and City guidelines.
ii. Retention
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(1) All records pertaining to the Program shall be retained for five (5) years following the
termination of this Contract. FWCCDC may destroy Program records at the end of this five (5) year
period if no outstanding audit finding exists.
(2) FWCCDC will retain Program loan records until (5) years after the expiration of any loan.
iii. Real Property Records
FWCCDC shall maintain real property inventory records that clearly identify any properties
purchased, improved, or sold. Any Properties retained shall meet eligibility criteria and shall
conform to the requirements of 24 CFR Part 570.505.
iv. Close Outs
FWCCDC's obligation to City shall not end until all closeout requirements are completed.
Activities during this closeout period shall include, but are not limited to: making fmal payments,
disposing of Program assets (including the return of all unused materials, equipment, unspent cash
advances, Program income balances, and accounts receivable to City), and determining the
custodianship of records.
v. Audits and Inspections
(1) City, HUD, and the United States Comptroller General, or their representatives, shall each have
access to any books, documents, recards and papers relating to the operations of FWCCDC under
this Contract for the purpose of audit, examination, exception and transcription at all reasonable
hours at all offices of FWCCDC.
(2) All non-federal entities that expend $500,000 or more in Federal funds within one (1) year,
regardless of the source of the Federal award, must submit to City an annual audit prepared in
accordance with specific reference to OMB Circular A-133, "Audits of States, Local Governments,
and Non-Profit Organizations". The audit may cover either FWCCDC's fiscal year during which
this Contract is in force ar cover the period of this Contract. The audit must be prepared by an
� independent certified public accountant, be completed within twelve (12) months following the end •
of the period being audited and be submitted to City within thirty (30) days of its completion.
FWCCDC's audit certification is attached hereto as Exhibit A- Audit Certification Form and
Audit Requirements. The Audit Certification Form must be submitted to City within sixty (60)
days of the end ofperiod being audited (FWCCDC's fiscal year). Costs ofpreparation of this audit
may be an allowable expenditure of Federal funds in an amount proportional to that of the Federal
funds used in FWCCDC's total agency operating budget. Non-profit entities that expend less than
$500,000 a year in Federal funds are exempt from Federal audit requirements for that year, but
records must be available far review or audit by appropriate officials of the Federal agency, City,
and General Accounting Office ("GAO").
(3) City reserves the right to perform an audit of FWCCDC's Program operations and finances at
any time during the term of this Contract, if City determines that such audit is necessary far City's
compliance with OMB Circular A-133. FWCCDC agrees to allow access to all relevant materials.
If such audit reveals a questioned practice or expenditure, such questions must be resolved within
fifteen (15) days after notice to FWCCDC. If questions are not resolved within this period, City
reserves the right to withhold further funding under this and/or future contract(s) with FWCCDC.
(4) If as a result of any audit it is deteinlined that FWCCDC has misused, misapplied or
misappropriated all or any part of the CDBG Funds, FWCCDC agrees to reimburse City the
amount of such monies so misused, misapplied or misappropriated, plus the amount of any
sanction, penalty or other charge levied against City because of such misuse, misapplication or
misappropriation.
4. Re�orting Procedures
a. Program Income
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FWCCDC agrees that any program income from operation of the Program in proportion to the amount
of CDBG Funds received hereunder will be expended prior to expending CDBG Funds and that any
such program income is subject to the terms of this Contract. FWCCDC may expend CDBG Funds
only if prograrri income is insufficient to meet all eligible Program expenses. FWCCDC agrees to
return to City at the end of the Contract any remaining program income earned from operation of the
Program in proportion to the amount of CDBG Funds received.
b. Progress Reports
FWCCDC will submit to City on a quarterly basis a Performance Report for services and activities
undertaken by FWCCDC in performance of this Contract. The report will be signed by a duly
authorized agent of FWCCDC and submitted by the 15�' day of the month following the quarter that
is reported.
c. Procurement
i. Compliance
FWCCDC shall comply with City policy concerning the purchase of equipment and shall maintain
inventory records of all non-expendable personal property, as defined by such policy, procured with
funds provided under this Contract.
ii. OMB Standards
FWCCDC shall procure all materials, property, or services in accordance with the requirements of
24 CFR Part 84, Procurement Standards and Property Management Standards as modified by 24
CFR Part 570.502(b)(6), covering utilization and disposal of property.
5. Reversion of Assets
a. FWCCDC agrees to return to City any CDBG Funds remauung on hand at the end of the Contract.
b. Any property purchased with CDBG Funds under tliis Contract will be used solely for operation of
the Program. FWCCDC agrees to obtain City approval priarto purchase ofproperty. FWCCDC agrees
to notify Ciiy upon receipt of property so that it may be properly tagged and inventoried. Title to such
property will be vested with the City, and, at the termination of the Program far which CDBG Funds
have been received, FWCCDC will deliver all such property to City for disposition at City's sole
discretion.
6. A�plicable Laws
a. Federal
FWCCDC agrees to comply with the following laws and the applicable regulations as they are currently
written or are hereafter amended during performance of this Contract:
• Title VI of the Civil Rights Act of 1964 (42 USC 2000d et seq.)
• Title VIII of the Civil Rights Act of 1968 (42 USC 3601 et seq.)
• Executive Orders 11063 and 11246, as amended by Executive Orders 11375 and 12086 and as
supplemented by41 CFR Part 60
• The Age Discrimination in Employment Act of 1967 (29 USC621 etseq.)
• The Age Discrimination Act of 1975 (42 USC 6101 et seq.)
• Section 504 of the Rehabilitation Act of 1973 (29 USC 794 et seq.) and 24 CFR Part 8 where
applicable
� National Environmental Policy Act of 1969, as amended, 42 LTSC 4321 et seq. ("NEPA") and
the related authorities listed 24 CFR Part 58
• The Clean Air Act, as amended, (42 USC 7401 et seq.), the Clean Water Act of 1977, as
amended (33 USC 1251 etseq.) and the related EPA regulations at 40 CFR Part 15, as amended
from time to time, and Executive Order 11738. In no event shall any amount of the assistance
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provided under this Contract be utilized with respect to a facility that has given rise to a
conviction under the Clean Air Act or the Clean Water Act.
• The Immigration Reform and Control Act of 1986 (8 USC 1101 et seq.), specifically including
the provisions requiring employer verification of the legal status of its employees
• The Housing and Community Development Act of 1987 (42 USC 5301 etseq.)
• The Americans with Disabilities Act of 1990 (42 USC 12101 et seq. ), the Architectural Barriers
Act of 1968, as amended, (42 USC 4151 et seq.), and the Uniform Federal Accessibility
Standards, 24 CFR Part 40, Appendix A
• Drug Free Workplace Act of 1988 (41 USC 701 et seq.) and 24 CFR part 23, Subpart F
• Regulations as 24 CFR Part 87 related to lobbying, including the requirement that certifications
and disclosures be obtained from all covered persons
• Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on participation by
ineligible, debarred, or suspended persons or entities
• Regulations at 24 CFR Part 882.708 (c) pertaining to site and neighborhood standards for new
construction projects
b. Section 3 of the Housing and Urban Development Act of 1968, as amended, (12 USC 1701 u et seq.)
and its related regulations at 24 CFR Part 135
As the work to be performed under this Contract is on a project assisted under a program providing
direct Federal financial assistance from HLTD, Section 3 of 24 CFR 135.38 ("Section 3") requires that
the following clause be inserted in all covered contracts ("Section 3 Clause"):
"A. The work to be performed under this contract is subject to the requirements of section 3 of
the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (section 3). The
purpose of Section 3 is to ensure that employment and other economic opporiunities generated by
HUD assistance or HUD-assisted proj ects covered by Section 3, shall, to the greatest extent feasible,
be directed to low- and very low-income persons, particularly persons who are recipients of H[_JD
assistance for housing.
B. The parties to this contract agree to comply with HUD's regulations in 24 CFR Part 135, which
implem�nt Section 3. As evidenced by their execution of this contract, the parties to this contract
certify that they are under no contractual or other impediment that would prevent them from
complying with the Part 135 regulations.
C. The contractar agrees to send to each labor organization or representative of workers with which
the contractor has a collective bargaining agreement or other understanding, if any, a notice advising
the labor organization or workers' representative of the contractor's commitments under this section
3 clause, and will post copies of the notice in conspicuous places at the work site where both
employees and applicants for training and employment positions can see the notice. The notice shall
describe the Section 3 preference, shall set forth minimum number and job titles subject to hire,
availability of apprenticeship and training positions, the qualifications for each; and the name and
location of the person(s) taking applications for each of the positions; and the anticipated date the
work shall begin.
D. The contractor agrees to include this section 3 clause in every subcontract subj ect to compliance
with regulations in 24 CFR Part 135, and agrees to take appropriate action, as provided in an
applicable provision of the subcontract or in this Section 3 clause, upon a fmding that the
subcontractor is in violation of the regulations in 24 CFR Part 135. The contractor will not
subcontract with any subcontractor where the contractor has notice or knowledge that the
subcontractor has been found in violation of the regulations in 24 CFR Part 135.
E. The contractor will certify that any vacant employment positions, including training positions,
that are filled (1) after the contractor is selected but before the contract is executed, and (2) with
persons other than those to whom the regulations of 24 CFR Part 135 require employment
opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR
Part 135. ;
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F. Noncompliance with HLTD's regulations in 24 CFR Part 135 may result in sanctions, tenriination
of this contract for default, and debarment or suspension from future HUD assisted contracts.
G. With respect to wark performed in connection with Section 3 covered Indian housing assistance,
section 7(b) of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450e) also
applies to the work to be performed under this contract. Section 7(b) requires that to the greatest
extent feasible (i) preference and opportunities for training and employment shall be given to
Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian
organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the
provisions of section 3 and section 7(b) agree to comply with Section 3 to the maximum extent
feasible, but not in derogation of compliance with section 7(b)."
City and FWCCDC understand and agree that compliance with the provisions of Section 3, the
regulations set forth in 24 CFR Part 13 5, and all applicable rules and orders of HiJD shall be a condition
of the Federal fmancial assistance provided to the Program, binding upon the City and the FWCCDC,
and their respective successors, assigns and subcontractors. Failure to fulfill these requirements shall
subject FWCCDC and its subcontractors, and their respective successors and assigns, to those sanctions
specified by the Grant Agreement through which Federal assistance is provided and to such sanctions as
are specified by 24 CFR Part 135.
c. Other Laws
FWCCDC covenants and agrees that its officers, members, agents, employees, Program participants and
subcontractors shall abide by and comply with all other laws, federal, state and local, relevant to the
performance of this Contract, including all applicable City ordinances, rules and regulations and the
Housing and Community Development Act of 1974 (42 USC 5301(c) et seq.), as amended, and all
related regulations. FWCCDC further promises and agrees that it has read, and is familiar with, terms
and conditions of the Community Development Block Grant under which CDBG Funds are granted and
that it will fully comply with them. It is agreed and understood that, if City notifies FWCCDC of any
such violation on the part of FWCCDC or any of its officers, members, agents, employees, Program
participants or subcontractors, then FWCCDC shall immediately desist from and correct such violation.
7. Nondiscrimination
a. FWCCDC will not unlawfully discriminate against any person or persons because of sex, race,
religion, age, disability, color, national origin, or familial status, nor will FWCCDC permit its officers,
members, agents, employees, subcontractors or Program participants to engage in such discrimination.
b. FWCCDC covenants that neither it nar any of its officers, members, agents, employees, Program
participants or subcontractors, while engaged in performing this Contract, shall, in connection with the
employment, advancement or discharge of employees or in connection with the terms, conditions or
privileges of their employment, discriminate against persons because of their age except on the basis of
bona fide occupational qualification, retirement plan or statutory requirement.
c. FWCCDC further covenants that neither it nar its officers, members, agents, employees,
subcontractors, Program participants, or persons acting on their behalf, shall specify, in solicitations or
advertisements for employees to work on this Contract, a maximum age limit for such employment
unless the specified maximum age limit is based upon a bona fide occupational qualification, retirement
plan or statutory requirement.
d. In accordance with the provisions of the Americans With Disabilities Act of 1990 ("ADA"),
FWCCDC warrants that it and any and all of its subcontractors will not unlawfully discriminate on the
basis of disability in the provision of services to the general public, nor in the availability, terms and/or
conditions of employment for applicants for employment with FWCCDC, or employees of FWCCDC
or any of its subcontractars. FWCCDC warrants it will fully comply with the ADA's provisions and
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any other applicable Federal, state and local laws concerning disability and will defend, indemnify and
hold City harmless against any claims or allegations asserted by third parties or subcontractars against
City arising out of FWCCDC's and/or its subcontractors' alleged failure to comply with the above-
referenced laws concerning disability discrimination in the perFormance of this Contract.
e. This Contact is made and entered into with reference specifically to the ordinances codified at
Chapter 17, Article III, Division 3, "Discrimination in Employment Practices", of the City Code, and
FWCCDC hereby covenants and agrees that FWCCDC, its officers, members, agents, employees and
subcontractors have fully complied with all provisions of same and that no employee, employee-
applicant or Program participant has been discriminated against by the terms of such ordinances by
either FWCCDC or its officers, members, agents, employees or subcontractors.
8. Prohibition Against Interest
a. No member, officer or employee of City or its designees or agents; no member of the governing body
of the locality in which the Program is situated; and no other public official of such locality or localities,
who exercises any functions or responsibilities with respect to the Program funded hereunder during his
or her tenure or for one year therea$er, shall have any interest, direct or indirect, in any contract or
subcontract, or the proceeds thereof, for work to be performed hereunder. FWCCDC shall incorporate,
or cause to be incorporated, like language prohibiting such interest in all contracts and subcontracts
entered into in connection with the Program.
b. No member, officer, employee, or Program participant of FWCCDC ar its subcontractors shall have a
fmancial interest, direct or indirect, in this Contract or the CDBG Funds transferred hereunder or be
financially interested, directly or indirectly, in the sale to FWCCDC of any land, materials, supplies or
services purchased with any CDBG Funds transferred hereunder, except on behalf of FWCCDC, as an
officer, employee, member or Program participant. Any willful violation of this paragraph with the
knowledge, expressed ar implied, of FWCCDC or its subcontractors shall render this Contract voidable
by the City.
9. Minority and Women Business Enterprise Commitment
FWCCDC agrees to abide by the City `s policy to involve Minority and Women Business Enterprises
("M/WBEs") in all phases of its procurement practices and to provide them an equal opportunity to
compete for contracts for construction, provision of professional services, purchase of equipment and
supplies and provision of other services required by City. FWCCDC agrees to incorporate City
Ordinance No. 15530, and all amendments or successor policies thereto, into all contracts and will
further require all persons or entities with whom it contracts to comply with said ordinance.
10. Non Assignment
No delegation of duties under this Contract by FWCCDC shall be effective without City's prior written
approval. Any purported assignment without such approval will be a breach of this Contract and void
in all respects.
11. Inde�endent Contractor
a. FWCCDC shall operate hereunder as an independent contractor and not as an officer, agent, servant
or employee of City. FWCCDC shall have exclusive control of, and the exclusive right to control, the
details of the work and services performed hereunder, and all persons performing same, and shall be
solely responsible for the acts and omissions of its officers, members, agents, servants, employees,
subcontractors, Program participants, licensees or invitees. The doctrine of respondeat superior shall
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not apply as between City and FWCCDC, its officers, members, agents, servants, employees,
subcontractors, Program participants, licensees or invitees, and nothing herein shall be construed as
creating a partnership or joint enterprise between City and FWCCDC. It is expressly understood and
agreed that no officer, member, agent, employee, subcontractor, licensee or invitee of the FWCCDC,
nor any Program participant hereunder, is in the paid service of City and that City does not have the
legal right to control the details of the tasks performed hereunder by FWCCDC, its officers, members,
agents, employees, subcontractors, Program participants, licensees or invitees.
b. City shall in no way nor under any circumstances be responsible for any property belonging to
FWCCDC, its officers, members, agents, employees, subcontractors, Program participants, licensees ar
invitees, which may be lost, stolen, destroyed or in any way damaged; and FWCCDC hereby
indemnifies and holds harmless City and its officers, agents, and employees from and against any and
all claims or suits regarding such property.
12. Indemnification and Release
FWCCDC COVENANTS AND AGREES TO INDEMNIFY, HOLD HARNILESS AND
DEFEND, AT IT5 OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY
LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND
ALL PERSONS, OF WHATSOEVER I�IND OR CI3ARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS
CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE
PROGRAM DESCRIBED I3EREIN, WHETHER OR NOT CAUSED, IN WHOLE OR IN
PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGEN'I'S, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTRACTORS OF CITY; AND FWCCDC HEREBY ASSUMES
ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS,
SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIlVIS OR SUITS FOR PROPERTY
LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND
ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NON-PERFORMANCE OF THIS
CONTRACT AND AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND
SERVICES OF THE PROGRAMS DESCRIBED HEREIN, WI3ETHER ORNOT CAUSED IN
WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. FWCCDC LII�WISE
COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD
HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR
DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OR IN CONNECTION WITH
ALL ACTS OR OMIS5IONS OF FWCCDC, ITS OFFICERS, MEMBERS, AGENTS,
EMPLOYEES, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROGRAM
PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR
SUBCONTRACTORS OF CITY.
IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH FWCCDC AND CITY, THAT
THE INDENINITY PROVIDED FOR IN THIS SECTION INCLUDES INDEMNITY BY
FWCCDC TO INDENINIFY AND PAROTECT CITY FROM THE CONSEQUENCES OF
CITY'S OWN NEGLIGENCE, WHETHER THAT NECLIGENCE IS ALLEDGED TO BE THE
SOLE OR CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH.
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FWCCDC AGRESS TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES,
OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY,
DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION
WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE
INJURY, DEATH, DAMAGE OR LOSS I5 CAUSED BY THE CITY'5 SOLE OR
CONCURRENT NEGLIGENCE.
FWCCDC SHALL REQUIRE ALL OF ITS SUBCONTRACTOR5 TO INCLUDE IN THEIR
SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF THE CITY IN
SUBSTANTIALLY THE SAME FORM A5 ABOVE.
13. Insurance and Bondin,tr
a. FWCCDC will maintain blanket fidelity coverage in the form of an insurance bond in the amount of
$30,000.00 or more to insure against loss from the fraud, theft or dishonesty of any of FWCCDC's
officers, agents, trustees, directars ar employees. The proceeds of such bond shall be used to reimburse
City for any and all loss of CDGB Funds occasioned by such misconduct. To effectuate such
reimbursement, such bond shall include a rider stating that reimbursement for any loss or losses
thereunder shall be made directly to City for the use and benefit of FWCCDC.
b. FWCCDC shall furnish to City, in a timely manner, certificates of insurance as proof that it has
secured and paid for policies of commercial insurance as specified herein. Such insurance shall cover
all insurable risks incident to or in connection with the execution, performance, attempted performance
or nonperformance of this Contract. FWCCDC shall maintain the following coverages and limits
thereof � � • �
i. Commercial General Liability Insurance
$500,000 each occurrence
$1,000,000 aggregate limit
ii. Business Automobile Liability Insurance
$1,000,000 each accident on a combined single-limit basis, or
$250,000 Property Damage
$500,000 Bodily Injury per person per occurrence
$2,000,000 Aggregate
Insurance policy shall be endarsed to cover "Any Auto".
Pending availability of the above coverage, and at the discretion of FWCCDC, the policy shall be the
primary responding insurance policy versus a personal auto insurance policy if or when in the course of
FWCCDC's business as contracted herein.
iii. Directors and Officers Insurance
Optional (Highly Recommended)
Note: This insurance shall cover FWCCDC and any associated Board of Directars
members.
iv. Workers' Compensation Insurance (if applicable)
Part A: Statutory Limits
Part B: Employer's Liability
$100,000 each accident
$100,000 disease - each employee
$500,000 disease — policy limit
Note: Such insurance shall cover employees performing work on any and all proj ects including
but not limited to construction, demolition, and rehabilitation: FWCCDC or its subcontractors
shall maintain such coverage. In the event FWCCDC's subcontractors do not maintain such
CDBG � ;� :" � �-�� -. . � =..� �� � � � Rev. ll-OS-04
Fort Worth Central Community Development Corporation � 1 j:',.S!"' �^ ':� ,
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coverage, FWCCDC shall maintain the coverage on such subcontractors for each applicable
subcontract.
v. Additional Requirements
Such insurance amounts shall be revised upward at City's option and FWCCDC shall revise
such amounts within thirty (30) days following notice to FWCCDC of such requirements.
FWCCDC will submit to City documentation that it has obtained insurance coverage and has
executed bonds as required in this Contract and prior to payment of any monies hereunder.
Each insurance policy shall be endorsed to provide City with a maxirrium sixty (60) day's notice
of cancellation, non-renewal, and/or material change in policy terms or coverage. Insurance
policies required herein shall be endorsed to include the City as an additional insured as its
interests may appear. Additional insured parties shall include employees, officers, agents, and
volunteers of the City of Fort Worth. Any Workers' Compensation Insurance policy shall be
endorsed to include a waiver of subrogation, also referred to as a waiver ofrights ofrecovery, in
favor of City.
c. Any failure on part of the City to request certificate(s) of insurance shall not be construed as a waiver
of such requirement or as a waiver of the insurance requirements themselves. Insurers of FWCCDC's
insurance policies shall be licensed to do business in the state of Texas by the Department of Insurance
or be otherwise eligible and authorized to business in the state of Texas. Insurers shall be acceptable to
the City insofar as their financial strength and solvency and each such company shall have a current
minimum A.M. Best Key Rating Guide rating of A: VII or other equivalent insurance industry standard
rating unless otherwise approved by City. Deductible limits on insurance policies shall not exceed
$5,000 per occurrence unless otherwise approved by City.
d. In the event there are any local, federal or other regulatory insurance or bonding requirements for the
Program, and such requirements exceed those specified herein, the former shall prevail.
e. FWCCDC shall agree to require its subcontractars to maintain applicable insurance coverages,
limits, and other requirements as those specified herein; and, FWCCDC shall require its subcontractors
to provide FWCCDC with certificate(s) of insurance documenting such coverage. Also, FWCCDC
shall require its subcontractars to have City and FWCCDC endorsed as additional insured (as their
interests may appear) on their respective insurance policies. FWCCDC shall require its subcontractors
to maintain builders risk insurance at the limit of applicable project(s) costs when the value ofmaterials
involved exceeds $10,000 or at a different limit value limit as specified by City.
14. Waiver of Imfnunity
If FWCCDC is a charitable or nonprofit organization and has or claims an immunity or exemption
(statutory or otherwise) from and against liability for damages or injury, including death, to persons or
property; FWCCDC hereby expressly waives its rights to plead defensively such immunity or
exemption against City. This section shall not be construed to affect a governmental entity's
immunities under constitutional, statutory ar common law.
15. Termination
a. In addition to, and not in substitution for, other provisions of this Contract regarding the provision of
public services with CDBG funds, pursuant to Title I of the Housing and Community Development Act
of 1974, (42 U.S.C. 5301 (c) et seq.), as amended, it is expressly understood and agreed by and
between the parties that this Contract is wholly conditioned upon the actual receipt by City of Federal
CDBG Year XX���IX and XXX funds; that all monies distributed to FWCCDC hereunder shall be
exclusively from Federal monies received under City's grant and not from any other monies of City;
and that if such funds under City's grant are not timely forthcoming, in whole or in part, City may, at
CDBG
Fort Worth Central Community Development Corporation
� �`�'Ii"1�.:�;.�s�� :: ; Rev. 11-OS-04
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its sole discretion, terminate this Contract and City shall not be liable for payment for any work or
services perFormed by FWCCDC under or in connection with this Contract.
b. City may terminate this Contract whenever such termination is determined to be in City's best
interest; in event of FWCCDC's default, inability or failure to perform or to comply with any of the
terms herein; or, for other good cause.
c. The parties acknowledge that CDBG Funds paid hereunder are intended to provide only partial
funding for FWCCDC's Program operations. If non-CDBG Funds included in any operating budget are
not forthcoming to FWCCDC during the Contract term, City may terminate this Contract.
d. CDBG Funds provided hereunder may not be used as collateral far loans to FWCCDC to defray
Program operation expenses, and any attempted use of CDBG Funds far this purpose will result in
termination of this Contract by City.
e. Termination will be effected by written notice to FWCCDC, specifying the portions of the Contract
affected and the effective date of termination. Upon FWCCDC's receipt of such termination notice,
FWCCDC will: '
• Stop work under the Contract on the date and to the extent specified by City;
• Cease expenditures of CDBG Funds, except as necessary for completion of the portions of the
Contract not terminated; and
• Terminate all orders and contracts to the extent that they relate to the portions of the Contract being
terminated.
f. FWCCDC will return to City any unused CDBG Funds previously advanced by City under this
Contract within thirty (30) days of the effective date of Contract termination. City will have no
responsibility or liability for FWCCDC's expenditures or actions occtu-ring after the effective date of
Contract teimination.
16. Certification Regarding Lobbying
a. The undersigned representative of FWCCDC hereby certifies, to the best ofhis or her knowledge and
belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf of
FWCCDC, to any person for influencing or attempting to influence an officer or employee of any
agency, a member of Congress, an officer or employee of Congress or an employee of a member of
Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the
making of any Federal loan, the entering into of any cooperative agreement and the extension,
continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative
agreement. FWCCDC shall require that the language of this certification be included in all subcontracts
ar agreements involving the expenditure of Federal funds.
b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any agency, a member of Congress, an
officer or employee of Congress, or an employee of a member of Congress in connection with this
Federal contract, grant, loan or cooperative agreement, FWCCDC shall complete and submit Standard
Form-LLL, "Disclosure Form to Report Lobbying," in accardance with its instructions.
c. This certification is a material representation of fact upon which reliance was placed when this
Contract was made or entered into. Submission of this certificate is a prerequisite for making or
entering into this Contract imposed by 31 USC Section 1352. Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000.00 and not more than
$100,000.00 for each such failure.
17. Miscellaneous Provisions
a. All terms of this Contract shall apply to any and all subcontractors of FWCCDC who are in any way
paid with CDBG Funds or who perform any wark in connectionwith FWCCDC's Program.
CDBG � '�' " ' � ~ -= • Rev. 11-OS-04
Fort Worth Central Community Development Corporation '��j�`�� �'���;;:�;��'
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b. The provisions of this Contract are severable, and, if for any reason a clause, sentence, paragraph ar
other part of this Contract shall be determined to be invalid by a court or Federal or state agency, board
ar commission having jurisdiction over the subject matter thereof, such invalidity shall not affect other
provisions which can be given effect without the invalid provision.
c. City's failure to insist upon the performance of any term or provision of this Contract or to exercise
any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's
right to assert or rely upon any such term or right on any future occasion.
d. Should any action, whether real or asserted, at law or in equity, arise out of the execution,
performance, attempted performance or nonperformance of this Contract, venue for action shall lie in
Tarrant County, Texas.
e. This written instrument and the e�ibits attached hereto, which are incorporated by reference and
made a part of this Contract for all purposes, constitute the entire agreement between the Parties
concerning the work and services to be performed hereunder, and any priar ar contemporaneous, oral or
written agreement which purports to vary from the terms hereof shall be void. Any amendments to the
terms of this Contract must be in writing and must be approved by each party.
f. All notices required or permitted by this Contract must be in writing and are deemed delivered on the
earlier of the date actually received or the third day following (i) deposit in a United States Postal
Service post office or receptacle; (ii) with proper postage (certified mail, return receipt requested); and
(iii) addressed to the other party at the address set out in the preamble of this Contract or at such other
address as the receiving party designates by proper notice to the sending party.
g. None of the performance rendered under this Contract shall involve, and no portion of the CDBG
Funds received hereunder shall be used, directly or indirectly, for the constructions, operations,
maintenance or administration of any sectarian or religious facility or activity, nor shall said
performance rendered or funds received be utilized so as to benefit, directly or indirectly, any such
sectarian or religious facility or activity. ' .
h. FWCCDC represents that it possesses the legal authority, pursuant to any proper, appropriate and
official motion, resolution or action passed or taken, to enter into this Contract and to perform the
responsibilities herein required.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
CDB G
Fort Worth Central Community Development Corporation
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IN WITNESS WHEREOF, the parties have executed this Contract in duplicate originals in Fort
Worth, Tarrant County, Texas, this �` G� day of `�%r����,� , 2004.
CITY OF FORT WORTH
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Dale A. Fisseler •
Acting Assistant City Manager
FORT WORTH CENTRAL COMMUNITY
DEVELOPMENT C RPORATION
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President
APPROV� D AS TO FO D LEGALITY:
BY� �!�%�-�,,lt�t� S �'`�
Assistant City Attorney
ATTEST:
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City Secretary
STATE OF TEXAS §
COUNTY OF TARRANT §
Date ..��`_ �.��.�1�`��_._...:._..__ ..__._ _ _._. .
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This instrument was acknowledged befare me on ,/�y�;_�,.�:,�,,%E,�.� �.� , 2004 by Dale A.
Fisseler, the Acting Assistant City Manager, of the City of Fort Worth, on behalf the City of Fort Worth.
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' �`P ' G''' ARNES
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(*�.� *: NOTARY PUBLIC
'•;9 �!"'j iP; State of Texas
'•�:� oF �' Comm. Exp, p3-3
1-2005
STATE OF TEXAS §
COUNTY OF TARRANT §
/%,�_��.� �'�..�.-�
Notary Public, State of Texas
This instrument w�s acknowledged befare �me on �'�%ZceyL/�x�-- ,�'� 2004 by
�z�,�� �•� �'��L%�t��:� cZe , the ��i���,���-y�� ofFort Worth Ceniral Community
Development Corpof tion, a Texas corporation, on behalf of s� corporation.
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f.�;:o ���.e �a NAv�s �G�� �'��
`~ Notary Public '
n *�1"ATE QF i�XAS Notary blic, St - e of Texas
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CDBG
Fort Worth Central Community Development Corporation
13
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FORT WORTH CENTRAL COMMUNITY DEVELOPMENT CORPORATION
CERTIFIED COPY OF
CORPORATE RESOLUTION
AUTHORIZATION TO ENTER INTO A CONTRACTUAL AGREEMENT WITH
THE CITY OF FORT WORTH FOR $50,000 IN START-UP CAPITAL
The undersigned, as interim Secretary of FORT WORTH CENTRAL COl�iIlV1UNITY
DEVELOPMENT CORPORATION (FWCCDC), a Texas corporation (the "Corporation"),
hereby certifies that at a meeting of the Initial Shareholders and Nominees to the Board of
Directors of the Corporation, duly called and held on the 10`h day of November, 2004, at
which meeting a quorum of said Board was present and acting throughout, the following
resolutions were duly adopted by the unanimous vote of all of the Directors present, and the
same has not since been rescinded or modified, and is presently in full force and effect:
WFIEREAS, FWCCDC has been formed as a legal entity that will establish and
manage a loan fund that will provide housing rehabilitation loans to homeowners in the City
earning up to 120% of the HUD Area Median Income; and
WHEREAS, the target market of the loan fund is the Central City and low and
moderate income homeowners desiring home improvement, renovation and refinance, or
purchase and rehabilitation loans that will revitalize City neighborhoods with no less than
60% of the loans to be made to the targeted population and area; and
WHEREAS, the citizens of the City and the City Council have determined that the
creation of a private sector loan fund providing home rehabilitation loans to eligible
homeowners in the City will support the City's strategies far neighborhood revitalization,
particularly in the Central City;
WHEREAS, it has been proposed that the Corporation accept $50,000 in start-up
capital from the City of Fort Worth's Community Development Block Grant entitlement,
pursuant to the terms of a Contract (the Contract) to be entered into by and among the
Corporation, for the purpose of initiating said loan fund; and,
In the opinion of the Board, it is in the best interest of the Corporation for the
Contract to be entered into and for the Corporation to execute the document.
NOW, THEREFORE, BE IT RESOLVED, that the President of the Corporation,
acting alone, be, and he hereby is, authorized on behalf of and in the name of the Corporation
to enter into the Contract with the City.
RESOLVED FURTHER, that the authority conferred upon the afaresaid President
by this full force and effect until written notice of revocation by further resolution of the
Board of Directors shall have been received and that a copy of the resolution certified by the
Secretary be delivered to the City.
The undersigned further certifies that the officers of the Corporation hereunder set
forth have been duly elected and hold the offices specified with the Corporation, and that the
signature set forth beside each person's name is the true signature of such person:
TITLE TYPED NAME SIGNAT
President, Interim Kenneth Majka
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Secretary, Interim Karen Meunier ` �'�'�`�'
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On behalf of the Board, I certify the following matters concerning the Corporation:
1. The Corporation has been duly incorporated and is in good standing under the laws of
the state of Texas;
2. The copy of the Articles of Incorporation attached hereto are the Articles of
Incorporation forming the Corporation and same have not been amended or modified;
3. No proceedings are pending for the forfeiture of the Corporation's Certificate of
Incorporation.
4. No proceedings for relief under any bankruptcy laws or statutes are pending in any
bankruptcy court on behalf of the Corporation or in any other court concerning the
dissolution, voluntarily or involuntarily, of the Corporation; and
5. There is no provision of the Corporation's Articles of Incorporation or Bylaws
limiting the power of the Board of Directors to pass the resolutions set out above and
the same are in conformity with the provisions of the Articles of Incorporation and
Bylaws.
IN WITNESS WHEREOF, this certification has been signed on behalf of the
Corporation effective the l Oth day of November, 2004. --'� .
gy:.. G��'�e�i�- ���-�..--,���,.
�
Name: Karen Meunier
Title: Interim Secretary
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 11/2/2004
CONTINUED FROM A PREVIOUS WEEK
DATE: Tuesday, October 26, 2004
LOG NAME: 05FWCALLOCATION REFERENCE NO.: G-14559
SUBJECT:
Authorization to Re-Allocate $50,000 for Start-up Operating Capital for Fort Worth Central
Community Development Corporation
RECOMMENDATION:
It is recommended that the City Council:
a. Authorize the designation and reallocation of $50,000 to support the start-up of Fort Worth Central
Community Development Corporation from CDBG funds designated by City Council to establish a private
sector home improvement loan fund.
b. Authorize the City Manager to execute a contract with Fort Worth Central Community Development
Corporation to expend the allocated funds consistent with the intended use of the fund.
c. Authorize the City Manager to amend the contract as needed, provided the amendment is consistent
with applicable laws and regulations and with the goals of providing support to Fort Worth Central
Community Development Corporation and its home rehabilitation loan fund.
DISCUSSION:
The City Council has endorsed the creation of a private-sector loan fund providing home rehabilitation loans
to homeowners in the City of Fort Worth to support the City's strategies for neighborhood revitalization. The
Fort Worth Central Community Development Corporation (FWC CDC) has been formed as a Texas
corporation with the legal entity to establish and manage that loan fund.
FWC CDC has established a$15 million equity investment goal to provide loans to homeowners in the City
of Fort Worth whose households earn up to 120% of the Area Median Income (AMI) as defined by the
Department of Housing and Urban Development (HUD). The loan fund will provide three types of loans to
address neighborhood revitalization efforts: a) home improvement; b) renovation/ refinance, and; c)
purchase/rehabilitation. Additionally, the fund will provide homeowners with counseling and education to
enhance mutual success of the fund's objectives. The target market of the loan fund is the Central
City households earning less than 80 percent of the AMI. Initial equity from lending institutions totaling $1.5
million has been committed to date. No less than 60% of loans will be made to these targeted areas and
populations, with the goal being 90%. FWC CDC has retained Simmons-Mahome LP to provide
incorporation and equity agreement documents and general legal counsel services. The funding of the initial
equity commitments is pending finalization of the Shareholder Agreement document, the draft of which is
currently being reviewed by lending institutions represented on the initial FWC CDC Board of
Directors. This Board has nominated additional members representing the City and community sectors.
In support of the goals of FWC CDC, the City of Fort Worth has committed $700,000 from its HUD
Community Development Block Grant (CDBG) XXIX and XXX entitlement funds to this initiative. These
funds will be utilized to establish a loan loss reserve for loan guaranties, borrower subsidies in the form of
Logname: OSFWCALLOCATION Page 1 of 2
interest rate buy-downs, and start-up capital. The estimated leveraging ratio of the City's financial
investment to the FWC CDC investment goal is $1 to $13.2.
The projected use of funds is as follows: Loan Loss Reserve-37%; Interest Rate Buy-Downs-56%; Start-Up
Capital-7%. Start-Up Capital will be used for the following expenses: Legal; Accounting; Insurance;
Marketing and Homeowner Education Development; Administrative costs including consultants, training,
and professional membership costs, and; initial operating deficits. The City will also provide in-kind staff-
support until a nonprofit agency with commensurate capacities is identified.
The City will enter into a Contractual Agreement with the FWC CDC delineating the roles and
responsibilities of both parties.
The Housing Department recommends that start-up capital in the amount of $50,000 be designated from its
$700,000 allocation to allow the initiative to proceed with ramp-up activities.
The program will operate in ALL COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that upon approval of the above recommendation, funds will be available in
the current operating budget, as appropriated, of the Grants Fund.
TO Fund/Account/Centers FROM Fund/AccountlCenters
GR76 539120 005206845XX0 $50,000.00 GR76 539120 005206845250 $50,000.00
Submitted for City Manager's Office b�
Originating Department Head:
Additional Information Contact:
Dale Fisseler (Acting) (6266)
Jerome Walker (7537)
Jerome Walker (7537)
Logname: OSFWCALLOCATION Pa�e 2 of 2