HomeMy WebLinkAboutContract 49774 CITY SECRETARY
STATE OF TEXAS § CONTRACT NO.
COUNTY OF TARRANT §
UDAG LOAN AGREEMENT
This Loan Agreement ("Agreement") is made and entered into by and between the
CITY OF FORT WORTH ("City"), a home rule municipality organized under the laws of the
State of Texas, and YMCA of Metropolitan Fort Worth ("Developer"), a domestic nonprofit
corporation. City and Developer may be referred to individually as a "Party" and jointly as
"the Parties".
RECITALS
A. On or about September 7, 1979 the City entered into that certain Urban
Development Action Grant Agreement with the United States Department of Housing and Urban
Development ("HUD"), UDAG Grant No. B-79-AA-48-0013 (the "UDAG Grant
Agreement"), for use in acquiring land and constructing a parking garage located under General
Worth Park in downtown Fort Worth (City Secretary Contract No. 10610), as more specifically
set forth in the UDAG Grant Agreement. The City has leased the parking garage pursuant to and
in accordance with that certain Lease Agreement ("Parking Garage Lease") dated on or about
May 22, 1980 by and between the City and Hunt Hotel/Fort Worth, Ltd. (City Secretary Contract
No. 11085, as amended and assigned). Rental revenues from the Parking Garage Lease are
deemed "Grant Revenues" under the UDAG Grant Agreement (the "UDAG Grant Fund
Proceeds"). The UDAG Grant Agreement allows the City to use the UDAG Grant Fund
Proceeds (now described by HUD as "miscellaneous revenue") for community or economic
development activities eligible for assistance under Title I of the Housing and Community
Development Act of 1974, 42 USC 5301 et seq., as amended (the "Act").
B. Developer is an operator and has a leasehold interest in the property located at
approximately 2701 Moresby Street (the "Property") that is owned by McDonald YMCA at
Renaissance Heights Holding Company, a Texas nonprofit corporation, as more specifically
depicted in the attached Exhibit "A" — May and Property Description, made a part of this
Agreement for all purposes Developer proposes to construct the McDonald Southeast YMCA
Center, including an aquatics center on the Property as shown on the Map (the "Project'). A
summary of the Project is set forth in the attached Exhibit "B"—Project Summary, made a part
of this Agreement for all purposes.
C. Developer has requested a loan from the City in the amount of$500,000.00 for a
portion of the costs of the Project. City is willing to make such loan to Developer pursuant to and
in accordance with this Agreement. City is also providing $2,300,000.00 in general capital
project funds in the form of a deferred forgivable loan for the design and construc
aquatic center as authorized by City Council on December 1, 2015 in M&C C-27
Loan").
RECEIVED o
OFFICIAL RECORD OCT 12 2017
UDAG Goan Agreement CITY SECRETARY Pari FORT1niORTH
YMCA of Metropolitan Fort Worth FT.WORTH,TX Re 14/207sECRETARY w
D. One of the strategic goals of the City's 2017 Comprehensive Plan, adopted by the
City Council on March 7, 2017 (Ordinance No. 22629-03-2017), is that the City focus on
revitalization of the Central City. The Comprehensive Plan specifies that one of the principal
means of revitalization of the Central City will be the redevelopment of distressed commercial
corridors, especially in the vicinity of urban villages, which are highly urbanized places that have
a concentration of jobs, housing units, commercial uses, public spaces, public transportation and
pedestrian activity, and are typically located along priority commercial corridors. The Land is
located in the vicinity of the Berry/Riverside Urban Village, which, in 2002, the City Council
selected as one of twelve areas where revitalization efforts were most needed and where the use
of public incentives could most sensibly be focused.
E. The Project is located in a Community Development Block Grant ("CDBG")
eligible census tract, which qualifies it for the use of UDAG miscellaneous revenue and will
accomplish the public benefit of furthering a CDBG National Objective of promoting activities
that benefit low-and-moderate income residents.
F. Developer has represented to City, and on the basis of such representation City
finds, that the Project will meet the requirements of the UDAG Regulations for use of UDAG
miscellaneous revenue.
NOW, THEREFORE, in consideration of the mutual covenants and obligations and
responsibilities contained herein, including all Exhibits and Attachments, and subject to the
terms and conditions hereinafter stated, the Parties understand and agree as follows:
AGREEMENT
1. INCORPORATION OF RECITALS.
City and Developer hereby agree that the Recitals set forth above are true and correct and
form the basis upon which the Parties have entered into this Agreement.
2. DEFINITIONS.
In addition to terms defined in the body of this Agreement, the following terms shall have
the definitions ascribed to them as follows:
Affiliate means (i) all entities under common control with, controlled by or controlling
Developer; and (ii) all entities in which Developer and/or Developer's affiliated entities own an
interest. For purposes of this definition, "control" means 50% or more of the ownership,
determined by either value or vote.
Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity
Ordinance, Ordinance No. 20020-12-2011.
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CDBG has the meaning ascribed to it in Recital E.
CDBG Rey-ulations means those regulations set forth at 24 CFR Part 570 et seq.
Central City means a geographic area within the City, defined by the City Council as
shown in the map attached hereto as Exhibit "J"—Map of Central City.
Central City Employment Goal has the meaning ascribed to it in Section 4.2.2.
Central City Resident means an individual whose principal place of residence is located
within the Central City.
Certificate of Completion has the meaning ascribed to it in Section 5.4.3
Completion Date means that the Project is substantially complete as evidenced by (i) the
report attached as Exhibit "F" —Project Completion Report made a part of this Agreement for
all purposes, and (ii) the Certificate of Occupancy issued by the City by May 31,2018.
Completion Deadline means May 31, 2018.
Deed of Trust on Leasehold Interest means the deed of trust from Developer in favor of
City covering the Property and securing the indebtedness evidenced therein and Developer's
performance of the requirements of this Contract and of the UDAG Regulations. The form of
the Deed of Trust is attached as Exhibit "D" —Loan Documents, made a part of this Agreement
for all purposes.
Director means the Director of the City's Neighborhood Services Department.
Effective Date means the date this Agreement is fully executed by the Parties as shown
by the date written under their respective signatures.
Force Maieure means an event beyond a Party's control, including, without limitation,
acts of God, fires, strikes, national disasters, wars, terrorism, riots, material or labor restrictions,
and, with respect to Developer, unreasonable delays by the City in issuing any permits with
respect to the Project or inspection of any of part of the Project (taking into account the City's
then-current workload with respect to the issuance of permits or the conducting of inspections),
but shall not include construction delays caused due to purely financial matters involving any
entity, including, but not limited to, Developer, such as, without limitation, delays in the
obtaining of adequate financing.
Full-time Equivalent Job ("FTE") means a job filled by 1 or more individuals for a
period of not less than 40 hours per week.
Funds means the UDAG miscellaneous revenue provided by City to Developer under the
terms of this Agreement.
HUD means the United States Department of Housing and Urban Development.
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Maturity Date means the date this Agreement is terminated pursuant to Section 8 hereof.
Overall Employment Goal has the meaning ascribed to it in Section 4.2.1.
Performance Period means 5 years from the date of the Promissory Note.
Promissory Note means any note in the amount of the Funds executed by Developer
payable to the order of City, as the same may from time to time be extended, amended, restated,
supplemented or otherwise modified. The form of the Promissory Note is attached as Exhibit
"D"—Loan Documents, made a part of this Agreement for all purposes.
Prover has the meaning ascribed to it in Recital B and as more particularly described
in Exhibit "A"—Map and Property Description.
Project has the meaning ascribed to it in Recital B and as more particularly described in
Exhibit "B"—Project Summary.
Reimbursement Request has the meaning ascribed to it in Section 5.4.
UDAG means Urban Development Action Grant, the grant program of the same name
administered by HUD.
UDAG Grant Agreement has the meaning ascribed to it in Recital A.
UDAG Grant Fund Proceeds or miscellaneous revenue has the meaning ascribed to it
in Recital A.
UDAG Regulations means the Act and all other laws, rules, regulations, and contractual
obligations pertaining to UDAG and the use of the UDAG Grant Fund Proceeds or
miscellaneous revenue.
3. TERM.
3.1. Term of Agreement.
The term of this Agreement commences on the Effective Date and terminates in
2 years unless earlier terminated as provided in this Agreement. This Agreement may be
extended for up to 6 months upon written request from the Developer and written
agreement of both Parties.
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4. DEVELOPER'S OBLIGATIONS.
4.1. Completion of Improvements.
Developer shall expend at least $13,000,000.00 in Development Costs for the
Improvements as of the Completion Date, which amount is subject to written verification
by the Director based on Complete Documentation submitted to the Director by
Developer in accordance with this Agreement. Developer agrees that the Completion
Date shall occur on or before the Completion Deadline.
4.2. Employment and Resident Goals.
Developer will use its best efforts to employ at least 20 FTE, 10 of which
will be seasonal, that will be provided and filled on the Property (the "Overall
Employment Goal"), as follows:
4.2.1 Beginning in the first year of the loan term, Developer shall make
reasonable efforts to employ 10 FTE for Central City Residents, 5 of which may be
seasonal.
4.2.2 Beginning in the second year of the loan term, Developer shall make
reasonable efforts to employ an additional 10 FTE for Central City Residents, 5 of which
may be seasonal.
4.2.3 Developer shall award 50 households residing in the Columbia at
Renaissance Square developments 20% off of monthly membership dues.
4.3. Reports.
4.3.1. Monthly Construction Spending Reports.
From the Effective Date until the Completion Deadline, Developer will
provide the City with a monthly report in a form reasonably acceptable to the City
that specifically outlines the then-current aggregate Construction Costs expended
by or on behalf of Developer for the Improvements.
4.3.2. Employment Reports.
Developer shall provide the City with a report on or before the annual
anniversary of the Completion Date that outlines the number of FTE provided and
filled by Developer at the facility on the Property during the previous calendar
year that were held by individuals residing within the Central City, as evidenced
by, without limitation, the zip codes of the residences of such individuals. The
report shall be in the form attached as Exhibit "G" — Annual Evaluation
Report, made a part of this Agreement for all purposes. If Developer fails to
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provide any such report, the City will notify Developer in writing, and Developer
will provide such report within thirty (30) calendar days following receipt of the
written notice. Unless this Agreement is terminated by the City pursuant to
Section 9.1, this Section 4.3.2 shall survive termination or expiration of this
Agreement.
4.3.3. Other Reports.
Developer shall supply any additional information requested by the City
that is pertinent to the City's evaluation of Developer's compliance with each of
the terms and conditions of this Agreement or that is necessary to assist the City
in demonstrating compliance with UDAG Regulations.
4.4. Inspection of Property and Required Improvements.
Following reasonable advance notice to Developer, the City shall have, and
Developer shall provide or cause to be provided, access to the Property and any
improvements thereon, in order for the City to inspect the Property and evaluate the
Required Improvements to ensure compliance with the terms and conditions of this
Agreement. Developer shall cooperate fully with the City during any such inspection
and/or evaluation.
4.5. Audits.
The City shall have the right to audit Developer's Records at any time during the
Term of this Agreement and for 5 years thereafter in order to ensure compliance with this
Agreement. Developer shall make all Records available to the City on the Property or at
another location in the City following reasonable advance notice by the City and shall
otherwise cooperate fully with the City during any audit. This Section 4.5 shall survive
the termination or expiration of this Agreement.
5. LOAN.
5.1. Amount.
The City will grant Developer $500,000.00 of UDAG miscellaneous revenue for
the Project on the terms and conditions set forth herein.
5.2. Change in Project Budget.
Developer agrees to utilize the Funds provided under this Agreement to
supplement rather than supplant funds otherwise available for construction of the Project.
Additionally, City provided $2,300,000.00 of general capital project funds as the City's
portion for the design and construction of an aquatic center.
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5.3. Loan Terms and Conditions.
Developer will be required to:
5.3.1 Execute and deliver the Promissory Note and Deed of Trust along with
any other Loan Documents required by City.
5.3.2 Provide City with a Mortgagee's Policy of title insurance in the
amount of the Loan.
5.3.3 Pay all costs associated with closing the Loan.
5.3.4 Provide City with an estimated settlement statement from the title
company at least 3 business days before closing.
5.3.5 City must approve in writing any secured financing for the project that
is to be subordinate to the Loan.
5.3.6 The term of the Loan shall be as specified in Section 3.1.
5.3.7 Interest on the Loan is 0%.
5.3.8 INTENTIONALLY DELETED
5.3.9 The Deed of Trust shall secure both repayment of the UDAG Funds
and performance by Developer of its obligations under this Contract
during the Performance Period.
5.3.10 INTENTIONALLY DELETED
5.3.11 At City's sole discretion, default under the City Loan may be
considered a default of the UDAG Loan.
5.3.12 Failure by Developer to comply with this Section 5.3 will be an
event of default under this Contract and the Loan Documents.
5.3.13 As a condition precedent to receipt of any Funds, Developer must
execute this Agreement and any other documents required by City.
5.4. Draws on Loan Funds.
Funds will be disbursed to Developer on a reimbursement basis upon City's
approval of Developer's written request and receipt by the City of the following
documentation relating to work undertaken on the Project for which reimbursement is
sought (each a "Reimbursement Request"). The Funds will be disbursed in accordance
with Exhibit "C"—Reimbursement Schedule.
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5.4.1. Invoice Form.
Developer shall submit an invoice form that states the amount of Funds
requested for reimbursement in the submitted request, and the cumulative
Reimbursement Requests made to date (inclusive of the current Reimbursement
Request). This form shall be in substantially the same form as that set forth in the
attached Exhibit "E" — Invoice Forms, made a part of this Agreement for all
purposes. This report must be signed by an authorized signatory of Developer.
By signing such form, Developer is certifying that the costs are valid, eligible, and
consistent with the terms and conditions of this Agreement, and the data
contained in the report is true and correct.
5.4.2. Project Completion Report.
Developer will submit a Project Completion Report in substantially the
same form as that set forth in the attached Exhibit "F" — Project Completion
Report made a part of this Agreement for all purposes.
5.4.3. Supporting Documentation.
Developer will also supply the City with any supporting documentation
requested by City to verify the information set forth in the documentation
submitted pursuant to Sections 5.4.1 and 5.4.2, including, but not limited to, (i)
final lien waivers signed by Developer's general contractor or subcontractors, if
applicable; (ii) copies of all City permits and City-issued "pass" inspections for
such work; and (iii) documentation to show compliance with BDE or DBE
bidding process for such work, if applicable.
5.4.4. Withholding of Funds.
IF THE REQUIRED REPORTS AND APPROPRIATE
SUPPORTING DOCUMENTATION ARE NOT RECEIVED WITHIN THE
TERM OF THIS AGREEMENT, CITY SHALL HAVE NO OBLIGATION
TO MAKE PAYMENT OF ANY REIMBURSEMENT REQUEST. Failure
to submit required reports shall be an event of default.
5.5. Identify Proiect Expenses Paid with Funds.
Developer will keep accounts and records in such a manner that City may readily
identify and account for Project expenses reimbursed with Funds. These records shall be
made available to City for audit purposes and shall be retained as required hereunder.
5.6. Acknowledgement of City Payment of Funds.
Within 60 calendar days of the Completion Date, an officer of Developer shall
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execute an acknowledgement that City has paid all Funds due under this Agreement, or
shall deliver a document executed by an officer of Developer identifying all or any
portion of the Funds that City has not paid to Developer. Once City has met all of its
obligations for payment of the Funds, an officer of Developer shall execute an
acknowledgment of same.
6. PROJECT.
6.1. Completion of Proiect.
6.1.1. Improvements.
Developer must complete the Project by the Completion Deadline.
Construction of the Project must pass all applicable City-required inspections
during the construction period, and receive a final "pass inspection" and
Certificate of Occupancy from City by the Completion Deadline.
6.2 Intentionally Deleted.
6.3 Subcontracting with Small and Minority Firms, Women Business
Enterprises Commitment.
For procurement contracts $50,000.00 or larger, Developer agrees to use its best
efforts to comply with the City's policy to involve Minority Business Enterprises and
Small Business Enterprises and to provide them 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. Developer agrees to
incorporate the City's BDE Ordinance, and all amendments or successor policies or
ordinances thereto, into all contracts and subcontracts for procurement $50,000.00 or
larger, and will further require all persons or entities with which it so contracts to agree to
use best efforts to comply with said ordinance.
It is national policy to award a fair share of contracts to disadvantaged business
enterprises ("DBEs"), small business enterprises ("SBEs"), minority business enterprises
("MBEs"), and women's business enterprises ("WBEs"). Accordingly, affirmative steps
must be taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized when possible
as sources of supplies, equipment, construction and services.
6.4. Issuance of Certificate of Completion for Proiect.
Within 60 calendar days following receipt by the City of the final construction
spending report for the Project, and assessment by the City of the information contained
therein, if the City is able to verify that Developer expended at least $13,000,000.00 in
eligible development costs for the Project by the Completion Date and that the
Completion Date occurred on or before the Completion Deadline, the Director will issue
Developer a certificate stating the aggregate amount of development costs expended on
the Project and certifying the Completion Date (the "Certificate of Completion").
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6.5. Inspections.
At any time during normal office hours throughout the term of this Agreement, and
following reasonable notice to Developer, Developer shall provide City access to the
Property and any improvements thereon, including the Project, in order for City to inspect
the Project to ensure compliance with the terms and conditions of this Agreement.
Developer shall cooperate fully with City during any such inspection and/or evaluation.
Notwithstanding the foregoing, Developer shall have the right to require that any City
representative be escorted by Owner's security personnel while on the Property.
6.6. Approval by Citv Not Release of Responsibilitv.
Approval by the City of any plans and specifications relating to the Project shall
not constitute or be deemed (i) to be a release of the responsibility or liability of
Developer or any of its contractors, their respective officers, agents, employees and
subcontractors, for the accuracy or the competency of the plans and specifications,
including, but not limited to, any related investigations, surveys, designs, working
drawings and specifications or other documents; or (ii) an assumption of any
responsibility or liability by City for any negligent act, error or omission in the conduct or
preparation of any investigation, surveys, designs, working drawings and specifications
or other documents by Developer or any of its contractors, and their respective officers,
agents, employees and subcontractors.
6.7. Other Laws.
The failure to list any federal, state or City ordinance, law or regulation that is
applicable to Developer does not excuse or relieve Developer from the requirements or
responsibilities in regard to following the law, nor from the consequences or penalties for
Developer's failure to follow the law, if applicable.
7. AUTHORITY TO EXECUTE AGREEMENT.
Developer 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 Agreement
and to perform the responsibilities herein required.
8. AUDITS BY CITY.
City reserves the right to perform an audit of Developer's Project operations and finances
at any time during the term of this Agreement and for 5 years thereafter, if City determines that
such audit is necessary for City's compliance with the CDBG Regulations, UDAG Regulations,
or other City policies, and Developer agrees to allow access to all pertinent materials as
described herein. If such audit reveals a questioned practice or expenditure, such questions must
be resolved within 15 business days after notice to Developer of such questioned practice or
expenditure. If questions are not resolved within this period, City reserves the right to withhold
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further funding under this and/or other contract(s) with Developer. IF AS A RESULT OF ANY
AUDIT IT IS DETERMINED THAT DEVELOPER HAS FALSIFIED ANY
DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED THE
FUNDS OR SPENT FUNDS ON ANY INELIGIBLE ACTIVITIES, DEVELOPER
AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE
AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED
AGAINST CITY BY HUD BECAUSE OF SUCH ACTIONS.
9. DEFAULT AND TERMINATION.
9.1. Failure to Complete the Project
If Developer does not complete the project by the Completion Date, City will
have the right to terminate this Agreement immediately upon provision of written notice
to Developer. In this event, Developer shall forfeit all rights to the Loan.
9.2. In General.
Unless specifically provided otherwise in this Agreement, Developer shall be in
default hereunder if Developer breaches any term or condition of this Agreement or any
term or condition of any agreement it has for the use of the City Loan. In the event that
such a breach remains uncured after 30 calendar days following written notice by City (or
such other notice period as may be specified herein) or, if Developer has diligently and
continuously attempted to cure following receipt of such written notice but reasonably
required more than 30 calendar days to cure, and such breach remains uncured for such
period as may be determined by both Parties mutually and in good faith, City shall have
the right to terminate this Agreement immediately upon provision of written notice to
Developer. In this event, Developer shall forfeit all rights to the Funds.
9.3. No Funds Disbursed while in Breach.
Developer understands and agrees that no Funds will be disbursed by the City at
any time that Developer is in default under this Agreement or any agreement it has for the
use of the City Loan, even if Developer has additional time to cure or is attempting to
cure such default.
9.4. By Developer for Convenience.
Developer may terminate this Agreement for any reason by providing at least 30
calendar days' written notice to the City.
9.5. Dissolution of Developer.
In the event Developer is dissolved or ceases to exist, this Agreement shall
immediately terminate effective as of the date of Developer's dissolution or cessation of
existence.
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10. REPAYMENT OF FUNDS.
In the event that this Agreement is terminated for any reason pursuant to Section 9 above,
Developer must repay any Funds received hereunder within 60 days of the effective date of
termination. If Developer fails to repay any such Funds, the City shall have the right to exercise
all legal remedies available to it under this Agreement.
11. ASSIGNMENT.
This Agreement shall inure to the benefit of and is binding on the Parties and their
respective legal representatives, successors and assigns. Developer shall not assign all or any
part of its rights, privileges, or duties under this Agreement without City's prior written consent;
provided however, Developer may assign its rights hereunder to any Affiliate who assumes in
writing all of Developer's obligations hereunder but only after delivering at least 30 days written
notice of such assignment to City. Any such assignment will not release Developer from its
obligations under this Agreement. Any attempted assignment of this Agreement to other than an
Affiliate without City's written consent shall be void, and shall constitute a breach of this
Agreement.
12. INDEMNIFICATION AND RELEASE.
DEVELOPER, AT NO COST TO THE CITY,AGREES TO DEFEND, INDEMNIFY
AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,
HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND
EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE
OCCASIONED BY (i)DEVELOPER'S BREACH OF ANY OF THE TERMS OR
PROVISIONS OF THIS AGREEMENT OR (ii)ANY NEGLIGENT ACT OR OMISSION OR
INTENTIONAL MISCONDUCT OF DEVELOPER, ITS OFFICERS, AGENTS,
ASSOCIATES, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR INVITEES,
RELATED TO THE PROJECT; THE PROPERTY; AND ANY OPERATIONS AND
ACTIVITIES THEREON, OR THE PERFORMANCE OR NON-PERFORMANCE OF
THIS AGREEMENT OTHERWISE. THIS SECTION SHALL SURVIVE ANY
TERMINATION OR EXPIRATION OF THIS AGREEMENT.
DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS AND SUB-
CONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS A
RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME
FORMAS ABOVE.
13. INSURANCE AND BONDING.
Developer will maintain coverage in the form of insurance or bond in the amount of
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S500,000.00 to insure against loss from the fraud, theft or dishonesty of any of Developer's
officers, agents, trustees, directors or employees. The proceeds of such insurance or bond shall
be used to reimburse City for any and all loss of Funds occasioned by such misconduct. To
effectuate such reimbursement, such fidelity coverage shall include a rider stating that
reimbursement for any loss or losses shall name the City as a Loss Payee.
Developer shall furnish to City, in a timely manner, and prior to the start of construction,
certificates of insurance as proof that it has secured and paid for policies of commercial
insurance as specified herein. If City has not received such certificates as set forth herein,
Developer shall be in default of the Contract and City may at its option, terminate the
Agreement.
Such insurance shall cover all insurable risks incident to or in connection with the
execution, performance, attempted performance or nonperformance of this Agreement.
Developer shall maintain, or require its general contractor to maintain, the following coverages
and limits thereof set forth in Exhibit "I" — Insurance Requirements at the limits specified
therein. Developer shall maintain its insurance with underwriters authorized to do business in the
State of Texas and which are satisfactory to the City.
14. LITIGATION AND CLAIMS.
Developer shall give the City immediate notice in writing of any action, including any
proceeding before an administrative body, filed against Developer in conjunction with this
Agreement or the Project. Developer shall furnish immediately to City copies of all pertinent
papers received by Developer with respect to such action or claim. Developer shall provide a
notice to City within 10 days upon filing under any bankruptcy or financial insolvency provision
of law.
15. NOTICE.
All notices required or permitted by this Agreement must be in writing and are deemed
delivered on the earlier date of the date actually received or the third day following deposit in a
United States Postal Service post office or receptacle; with proper postage, certified mail return
receipt requested; and addressed to the other Party at the address set out below or at such other
address as the receiving Party designates by proper notice to the sending Party.
City:
City of Fort Worth
Attention: Assistant Director
Neighborhood Services Department
200 Texas St.
Fort Worth, TX 76102
Telephone: 817-392-7540
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With a copy to:
City of Fort Worth
Attention: Vicki Ganske
City Attorney's Office
200 Texas St.
Fort Worth, TX 76102
Telephone: 817-392-7600
City of Fort Worth
Attention: Project Coordinator
Neighborhood Services Department
200 Texas St.
Fort Worth, TX 76102
Telephone: 817-392-6125
DEVELOPER:
YMCA of Metropolitan Fort Worth
Attention: Jaye Helm, Chief Financial Officer
512 Lamar Street, Suite 400
Fort Worth, TX 76102
Telephone: 817-566-1062
16. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement, the City does not waive or surrender
any of it governmental powers or immunities.
17. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired.
18. NO WAIVER.
The failure of either Party to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's
right to insist upon appropriate performance or to assert any such right on any future occasion.
19. VENUE AND JURISDICTION.
Venue for any action, whether real or asserted, at law or in equity, arising out of the
execution, performance, attempted performance or non-performance of this Agreement shall lie
in state courts located in Tarrant County, Texas or the United States District Court for the
Northern District of Texas — Fort Worth Division. This Agreement shall be construed in
accordance with the laws of the State of Texas.
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20. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of City and
Developer, and any lawful assign or successor of Developer, and are not intended to create any
rights, contractual or otherwise, to any other person or entity.
21. FORCE MAJEURE.
Subject to any CDBG Regulations, UDAG Regulations, and any other applicable rules
and regulations of HUD, it is expressly understood and agreed by the Parties that if the
performance of any obligation hereunder is delayed on account of an event of Force Majeure, the
Party so obligated will be excused from doing the same for an amount of time equal to the
duration of the event of Force Majeure.
22. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of this
Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly
for or against any Party, regardless of the actual drafter of this Agreement.
23. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and shall
not be deemed a part of this Agreement.
24. ENTIRETY OF AGREEMENT.
This Agreement, including the Exhibits attached hereto and any documents incorporated
herein by reference, contains the entire understanding and agreement between the City and
Developer as to the matters contained herein. Any prior or contemporaneous oral or written
agreement is hereby declared null and void to the extent in conflict with any provision of this
Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be
amended unless executed in writing by both.
25. 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 which may be sufficiently
evidenced by one counterpart.
26. IMMIGRATION NATIONALITY ACT.
City actively supports the Immigration & Nationality Act (INA) which includes
provisions addressing employment eligibility, employment verification, and nondiscrimination.
Vendor shall verify the identity and employment eligibility of all employees who perform work
under this Agreement. Vendor shall complete the Employment Eligibility Verification Form (I-
UDAG Loan Agreement Page 15
YMCA of Metropolitan Fort Worth Rev. 7/14/2017
9), maintain photocopies of all supporting employment eligibility and identity documentation for
all employees, and upon request, provide City with copies of all I-9 forms and supporting
eligibility documentation for each employee who performs work under this Agreement.
Developer shall establish appropriate procedures and controls so that no services will be
performed by any employee who is not legally eligible to perform such services. Developer shall
provide City with a certification letter that it has complied with the verification requirements
required by this Agreement. Developer shall indemnify City from any penalties or liabilities due
to violations of this provision. City shall have the right to immediately terminate this Agreement
for violations of this provision by Developer.
27. BOYCOTTING ISRAEL PROHIBITED.
Developer acknowledges that in accordance with Chapter 2270 of the Texas
Government Code, City is prohibited from entering into a contract with a company for
goods or services unless the contract contains a written verification from the company
that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this
Contract, Developer certifies that Developer's signature provides written
verification to City that Developer: (1) does not boycott Israel; and (2) will not
boycott Israel during the term of this Contract.
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE]
UDAG Loan Agreement Page 16
YMCA of Metropolitan Fort Worth Rev. 7/14/2017
EXECUTED to be effective as of the Effective Date:
CITY OF FORT WORTH:
By:_
Fernando Costa,Costa, Assistant City Manager
Date: _ /0 /0.17
APPROVED AS TO FORM AND LEGALITY:
By.. 'L �x-
Paige Meba e, Assistant City Attorney
O� *r
ATT fOR
r
V _
Cty Secretary .
M&C: C-28031 Date: 12/13/2016 * '•
Form 1295: 2016-138726XAS
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
n �rt�frV�
�G f�SHousing Development and Grants Manager
JYMCA 0FiMETR PP ITAN FORT WORTH, a domestic nonprofit corporation
By:
n n S r sident
Date.
mCIAL RECORD
CITY SECRETARY
UDAG Loan Agreement 3aJTy ORTH,TX
YMCA of Metropolitan Fort Worth Rev. /
EXHIBITS
Exhibit "A" —Map and Property Description
Exhibit "B"—Project Summary
Exhibit "C" —Reimbursement Schedule
Exhibit "D"—Loan Documents
Exhibit "E"—Invoice Forms
Exhibit "F"—Project Completion Report
Exhibit "G"—Annual Evaluation Report
Exhibit "H"—Audit Requirements
Exhibit "I"—Insurance Requirements
Exhibit "J"—Map of Central City
UDAG Loan Agreement Page 18
YMCA of Metropolitan Fort Worth Rev. 7/14/2017
EXHIBIT "A"
YMCA OF METROPOLITAN FORT WORTH
MAP AND PROPERTY DESCRIPTION
2701 Moresby Street, Fort Worth,Texas 76105
Lot 1111,Block 1, Mason Heights Addition
as described in a plat dated June 16,2016 recorded as Instrument No. D215133856,
Real Property Records, Tarrant County, Texas.
2701 Moresby St.
Council District 8
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27UI 6tf;Sty S -
� NS
BERR* �.
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104
2701 Moresby St.
t
UDAG Loan Agreement Page 19
YMCA of Metropolitan Fort Worth Rev.7/14/2017
EXHIBIT "B"
YMCA OF METROPOLITAN FORT WORTH
PROJECT SUMMARY
Capitalized terms not defined herein shall have meanings assigned to them in the
Agreement.
DESCRIPTION:
Developer proposes to construct a new McDonald Southeast YMCA Center, including an
aquatic center, located at approximately 2701 Moresby Street.
PERFORMANCE REQUIREMENTS:
Invest a minimum of $13,000,000.00 in the McDonald Southeast YMCA Center, and a
Certificate of Occupancy issued by May 31,2018.
Make reasonable efforts to create 20 new jobs for Central City residents by the end of the
second year loan terms, with the following benchmarks:
• For the first year of the loan term, make reasonable efforts to create 10 new jobs for
Central City residents, 5 of which will be seasonal;
• For the second year of the loan term, make reasonable efforts to create an
additional 10 new jobs for Central City residents, 5 of which will be seasonal.
Award 50 households living in the Columbia at Renaissance Square developments 20% off
monthly membership fees.
SPECIFIC PURPOSE:
The specific purpose of the Project is to increase programs and services in the
Berry/Riverside area, such as wellness classes, gym and fitness facilities, child care, youth
programs, summer camps, etc.
PROJECT OBJECTIVES:
The Project will benefit low-and-moderate income persons and accomplish the public
purpose of furthering the United States Department of Housing and Urban Development's
national objective of promoting activities that benefit low- and moderate-income persons in
Southeast Fort Worth.
UDAG Loan Agreement Page 20
YMCA of Metropolitan Fort Worth Rev. 7/14/2017
EXHIBIT "C"
YMCA OF METROPOLITAN FORT WORTH
REIMBURSEMENT SCHEDULE
Milestone Payment Amount
Within 60 days of Developer's closing on other financing for $400,000.00*
the Project.
Within 60 days of City's acceptance of Exhibit "F" —Project $100,000.00*
Completion Report after the first year of the loan term.
TOTAL LOAN AMOUNT $500,000.00*
*Site preparation expenses authorized or expended by the Developer before the Effective
Date are eligible for reimbursement by the City, at'the City's sole discretion. No other
expenses shall pre-date the Effective Date of this Contract.
UDAG Loan Agreement Page 21
YMCA of Metropolitan Fort Worth Rev. 7/14/2017
EXHIBIT "D"
YMCA OF METROPOLITAN FORT WORTH
LOAN DOCUMENTS
UDAG Loan Agreement Page 22
YMCA of Metropolitan Fort Worth Rev. 7/14/2017
EXHIBIT "E"
YMCA OF METROPOLITAN FORT WORTH
INVOICE FORMS
INVOICE
Agency: YMCA of Metropolitan Fort Worth
Address: 512 Lamar Street, Suite 400
City, State, Zip: Fort Worth, TX 76102
Program: McDonald Southeast YMCA Center
Period of Service:
FEIN#:
Amount
Program 'Cumulative to Date
This IRVOIC6.
McDonald Southeast YMCA
Center
Agency's Certification: By signing this report, I certify to the best of my
knowledge and belief that the report is true, complete, and accurate, and
the expenditures, disbursements and cash receipts are for the purposes
and objectives set forth in the terms and conditions of the Federal award.
I am aware that any false, fictitious or fraudulent information, or the
omission of any material fact, may subject me to criminal, civil, or
administrative penalties for fraud, false statements, false claims, or
otherwise. U.S. Code Title 18, Sec. 1001 and Title 31, Sec. 3729-3730
and 3801-3812.
Signature and Date:
Name: Jaye Helm
Title: Chief Financial Officer
UDAG Loan Agreement Page 23
YMCA of Metropolitan Fort Worth Rev.7/14/2017
Attachment 11
City of Fort Worth
Neighborhood Services Department
Expenditure Worksheet
Agency: YMCA of Metropolitan Fort Worth
Program: McDonald Southeast YMCA Center
;g e
A 01-
cc �
Pa v0sc on, umn .Amount
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
TOTAL
UDAG Loan Agreement Page 24
Z�
YMCA of Metropolitan Fort Worth Rev. 7/14/2017
EXHIBIT "F"
YMCA OF METROPOLITAN FORT WORTH
PROJECT COMPLETION REPORT
FoRT ORTH City of Fort Worth
Project Completion Report
UDAG Agreement-Fort Worth Bike Sharing
1ja , !I
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Property Owner:
Company/Project Name:
Project Contact- Title:
Telephone: Fax: E-Mall:
Property Owner Address(if Different):
Address of Property Subject to Agreement:
Construction Start Date: I I Construction Completion Date:
Date of Issuance of the Certificate of Occupancy or final City'pass Inspection'report:
*Please attach a copy of Certificate of Occupancy or City"pass inspection"report*
Company names,addresses,and the amounts paid during the construction period should be attached to this report. Use of
the Excel spreadsheet provided to you by the City of Fort Worth is recommended.
CONSTRUCTION
Total Construction Dollars Spent this Reporting Period(A):$
FORT WORTH COMPANIES
Unless specified otherwise In your agreement,a Fort Worth Company Is defined as a business that has a Principal office
located within the corporate limits of the City that provides the product or service for which credit Is sought for purposes of a
specific commitment set forth In a given agreement.
Total Construction Dollars Spent with Fort Worth Companies(a):$
Percentage of Total Construction Dollars Spent with Fort Worth Companies(B/A): %
M/WBEI
A Fort Worth Certified M/WBE Company Is defined as a minority or woman-owned business that(I)has received certification
as either a minority business enterprise(MBE),a woman business enterprise(WBE),or a disadvantaged business enterprise
(DOE)by the North Central Texas Regional Certification Agency(NCTRCA),and(!I)has a Principal Office located within the
corporate limits of the City of Fort Worth that provides the product or service for which credit Is sought for purposes of a
specific cornmitrnent set forth in a given agreement. Please verify that M/WBE vendors are located in Fort Worth by
contacting the M/WBE office at(817)212-2674 or MME.FirorItDeskPfoqwort1]Le
jal._qgy.
Total Construction Dollars Spent with Fort Worth Certified M/WBE Companies(C);$
Percentage of Total Construction Dollars Spent with Fort Worth Certified M/WBE Companies(C/A): %
0 g
WN—
copy of Certificate of Occupancy Issued by the City of Fort Worth's Planning and Development Department or final City
E] pass Inspection"report
n A Copy of Certification from the North Central Texas Regional Certification Agency for EachM/WBEVendor.
EXHIBIT C:List of all Company Names,Addresses,Invoice Numbers,and Amounts Paid During Construction.Clearly note
F-1 the Fort Worth and Fort Worth M/WBE Companies.(Excel Format,Use of 010 Excel spreadsheet provided by the City of Fort Worth Is
recommended.)
UDAG Loan Agreement Page 25
YMCA of Metropolitan Fort Worth Rev.7/14/2017
FORTWORTH. City of Fort Worth
Project Completion Report
UDAG Agreement for
I.PRO)ECI INFORMATION
Property Owner:
Company/Project Name:
Project Contact: Title:
Telephone: Fax: E-Mail:
Property Owner Address(If Different):
Address of Property Subject to Agreement:
Construction Start Date: Construction Completion Date:
Date of issuance of the Certificate of Occupancy or final City"pass inspection"report:
*Please attach a copy of Certificate of Occupancy or City"pass inspection"report*
II.CONSTRUCTION SPENDING AND M/WBE SPENDING
Company names,addresses,and the amounts paid during the construction period should be attached to this report. Use of
the Excel spreadsheet provided to you by the City of Fort Worth is recommended.
CONSTRUCTION
Total Construction Dollars Spent this Reporting Period(A):$
FORT WORTH COMPANIES
Unless specified otherwise in your agreement,a Fort Worth Company is defined as a business that has a Principal Office
located within the corporate limits of the City that provides the product or service for which credit is sought for purposes of a
specific commitment set forth in a given agreement.
Total Construction Dollars Spent with Fort Worth Companies(B):$
Percentage of Total Construction Dollars Spent with Fort Worth Companies(B/A):
M/WBE
A Fort Worth Certified M/WBE Company is defined as a minority or woman-owned business that(i)has received certification
as either a minority business enterprise(MBE),a woman business enterprise(WBE),or a disadvantaged business enterprise
(DBE)by the North Central Texas Regional Certification Agency(NCTRCA),and(ii)has a Principal Office located within the
corporate limits of the City of Fort Worth that provides the product or service for which credit is sought for purposes of a
specific commitment set forth in a given agreement. Please verify that M/WBE vendors are located in Fort Worth by
contacting the M/WBE office at(817)212-2674 or MWBE.FrontDeskPfortworthtexas.gov.
Total Construction Dollars Spent with Fort Worth Certified M/WBE Companies(C):$
Percentage of Total Construction Dollars Spent with Fort Worth Certified M/WBE Companies(C/A):
Ill. ADEATIONAL INFORMATION(TO BE ATTACHED AS EXHIBITS)
Copy of Certificate of Occupancy issued by the City of Fort Worth's Planning and Development Department or final City
❑ "pass inspection"report
❑ A Copy of Certification from the North Central Texas Regional Certification Agency for Each M/WBE Vendor.
EXHIBIT C:List of all Company Names,Addresses,Invoice Numbers,and Amounts Paid During Construction. Clearly note
❑ the Fort Worth and Fort Worth M/WBE Companies.(Excel Format. Use of the Excel spreadsheet provided by the City of Fort Worth is
recommended.)
FORTWORTH. City of Fort Worth
Project Completion Report
UDAG Agreement for
SII. CERTJF)CATION
In connection with the review of the economic development grant agreement for the respective audit term,between the
City of Fort Worth and (Company Name) we confirm,to the
best of our knowledge and belief,the following representations made to the City of Fort Worth:
1.) We are responsible for the information provided in the Project Completion Report.
2.) We have made available all information that we believe is relevant to the Project Completion Report.
3.) We will respond fully to all inquiries made by the City of Fort Worth during the audit process.
4.) We acknowledge that the City of Fort Worth is responsible for evaluating the criteria and determining that the criteria
are appropriate for meeting the terms of the agreement.
Name of Certifying Officer: Phone:
Title: E-mail:
Signature of Certifying Officer: Date:
In order to remain eligible for the incentive,you must return the completed report to:
Hand delivery: By mail:
City of Fort Worth City of Fort Worth
Neighborhood Services Department Neighborhood Services Department
Attn:Ms.Alice Cruz Attn:Ms.Alice Cruz
908 Monroe 200 Texas Street
Fort Worth,Texas 76102 Fort Worth,Texas 76102
You may also forward an electronic copy of the completed report to: Alice.CruzPfortworthtexas.gov .
You must also submit one original hard copy of the report and all attachments to the above stated
physical address for proper filing and review. For assistance please contact Alice Cruz at the e-mail
above or(817)392-7322.
About the Project Completion Compliance Review Process
Initially, the City of Fort Worth's Internal Audit Department will review the provided list of all Invoices/Pay
Applications for Total Construction costs, Fort Worth Construction costs, and Fort Worth M/WBE Construction
costs (if applicable to your agreement). City Staff will then select a sample of Invoices/Pay Applications to test,
communicate to the Project Contact which items have been selected for the sample, and request additional
documentation for the selected sample only. Examples of additional documentation will include copies of
invoices/pay applications, copies of cancelled checks, and copies of the general ledger documenting checks
posting to the general ledger. If Staff is able to successfully trace the Invoice/Pay Applications to cancelled checks
and the general ledger,and the information on the Invoices/Pay Applications is correct and contains all required
information, Staff will utilize the information from the sample to form a conclusion regarding compliance with
the agreement. However, if Staff finds more than the minimum allowable deviations (this number varies based
upon the sample size), Staff will have to expand the sample size and review more Invoices/Pay Applications.
Therefore,it is imperative that Staff receives complete and accurate information.
Staff will work closely with the Certifying Officer and/or the appropriate representatives of the companies to try
to resolve questions and differences in reported amounts. Staff will also keep the contact persons apprised of any
issues and/or non-compliant categories as they are determined.
EXHIBIT "G"
YMCA OF METROPOLITAN FORT WORTH
ANNUAL EVALUATION REPORT
UDAG Loan Agreement Page 27
YMCA of Metropolitan Fort Worth Rev. 7/14/2017
FORTWORTH. City of Fort Worth
Annual Evaluation Report
Reporting Period;
I.PROJECT INFORMATION
Property Owner:
Company/Project Name:
Project Contact: Title:
Telephone: Fax: E-Mail:
Property Owner Address(If Different):
Address of Property Subject to Agreement:
iL INVESTMENT VALUATION
REAL PROPERTY (."Appraised Value"is the value as reported by the Appraisal District in which the project is located)
2015 Appraised Value of Land:$
2015 Appraised Value of Improvements:$
PERSONAL PROPERTY("Appraised Value"is the value as reported by the Appraisal District in which the project is located)
2015 Appraised Value of Machinery,Equipment,and Other Business Personal Property:$
2015 Total Actual Dollars Spent on Machinery,Equipment,and Other Business Personal Property:$
Percentage of Inventory Subject to Other Exemptions(i.e.,Freeport/Foreign Trade Zone,if applicable):
Ill.JOB CREATION/RETENTION
Total Full-Time Employees as of December 31,2015:
Total Full-Time Employees that are Fort Worth Residents:
Total Full-Time Employees that are Central City Residents:
Average Salary During Reporting Period:$
Home addresses of permanent,full-time employees hired per the agreement should be attached to this report.Please verify
that your employees live within Fort Worth by using the interactive map tool found at htto://mapit.fortworthtexas.gov/
HtmlSViewer/?viewer=economicdevelopment.Once you arrive at the site click on Employment Incentives Report.Also
provide an excel document with all your employment information on a CD or USB and submit with this report or send the
document by e-mail to natalie.moore[@fortworthtexas.gov.
IV.SUPPLY AND SERVICE CONTRACTS
Vendor name,addresses,and the amounts paid during the reporting period should be attached to this report.
Please verify that M/WBE vendors are located in Fort Worth by contacting the M/WBE office at(817)212-2674 or
tas h a.ki Igo reofortwort htexas.gov.
Total Supply and Service Dollars Spent this Reporting Period(A):$
AWARDS TO FORT WORTH COMPANIES
Total Supply and Service Dollars Spent with Fort Worth Companies(B):$
Percentage of Total Supply and Service Dollars Spent with Fort Worth Companies(8/A)
AWARDS TO FORT WORTH MINORITY/WOMEN OWNED BUSINESS ENTERPRISES(M/WBE)
Total Supply and Service Dollars Spent with Fort Worth M/WBE Companies(Q:$
Percentage of Total Supply and Service Dollars Spent with Fort Worth M/WBE Companies(C/A): %
FORTWORTH. City of Fort Worth
Annual Evaluation Report
Reporting Period:
V.ADDITIONAL INFORMATION (TO RE ATTACHED)
❑ List of Real Property Appraisal District Account Numbers(Applicable to Projects with Real Property Commitments)
❑ List of Business Personal Property Appraisal District Account Numbers(Applicable to Projects with Personal Property Commitments)
❑ Copyof Sales Tax Reports(Applicable to Projects with Sales Tax Commitments)
❑ Employee Address Verification Report with Supporting Documentation(Excel Format)
❑ List of all Supply and Service Vendor Names,Addresses,Invoice Numbers,and Amounts Paid During Reporting Period.
Clearly note the Fort Worth and Fort Worth M/WBE Vendors.Please see"Evaluation Report Review Process"below for more details.(Excel Format)
❑ Copy of Certification from the North Central Texas Regional Certification Agency for each M/WBE vendor
V-1-U0 RN
In connection with the review of the tax abatement/economic development grant agreement for the respective audit term,
between the City of Fort Worth and (Company Name)
we confirm,to the best of our knowledge and belief,the following representations made to the City of Fort Worth.
1.) We are responsible for the information provided in the Annual Evaluation Report.
2.) We have made available all information that we believe is relevant to the Annual Evaluation Report.
3.) We will inform the City if any events occur subsequent to February 1 st,2016 that would require adjustment to,or
modification to,the Annual Evaluation Report.
4.) We will respond fully to all inquiries made by the City of Fort Worth during the review process.
5.) We acknowledge that the City of Fort Worth is responsible for evaluating the criteria and determining that the criteria
are appropriate for meeting the terms of the agreement.
Name of Certifying Officer: Phone:
Title: Fax:
Signature of Certifying Officer: Date:
In order to remain eligible for the incentive,you must return the completed report by February 1 st,2016 to:
City of Fort Worth
Economic Development Department
Business Development Division
Attn:Ms.Natalie Moore-Business Development Coordinator
1150 South Freeway
Fort Worth,Texas 76104
Please forward an electronic copy of the completed report to: natalie.moore@fortworthtexas.gpv. You must also submit one
original hard copy of the report and all attachments to the above stated physical address for proper filing and review. For
assistance call Natalie Moore at(817)212-2680.
About the Annual Evaluation Report Review Process
Initially,City Staff will review the provided list of all Invoices for Total Supply and Service Dollars Spent,Fort Worth Supply and Service
Dollars, and Fort Worth M/WBE Supply and Service Dollars (if applicable to your agreement). City Staff will then select a sample of
Invoices to test, communicate to the Project Contact which items have been selected for the sample, and request additional
documentation for the selected sample only.If Staff is able to successfully verify the information on the Invoices is correct and contains
all required information, Staff will utilize the information from the sample to form a conclusion regarding compliance with the
agreement.However,if Staff finds more than the minimum allowable deviations(this number varies based upon the sample size),Staff
will have to expand the sample size and review more Invoices.Therefore, it is imperative that Staff receives complete and accurate
information.Staff will work closely with the Certifying Officer and/or the appropriate representatives of the companies to try to resolve
questions,and differences in reported amounts.Staff will also keep the contact persons apprised of any issues and/or non-compliant
categories as they are determined.
EXHIBIT "H"
YMCA OF METROPOLITAN FORT WORTH
AUDIT REQUIREMENTS
INTENTIONALLY DELETED
UDAG Loan Agreement Page 28
YMCA of Metropolitan Fort Worth Rev. 7/14/2017
EXHIBIT "I"
YMCA OF METROPOLITAN FORT WORTH
INSURANCE REQUIREMENTS
Developer shall furnish to City in a timely manner, but not later than the Effective Date,
certificates of insurance as proof that it has secured and paid for policies of commercial insurance
as specified herein. If City has not received such certificates by the Effective Date,
Developer shall be in default of the Contract and City may, at its option, terminate the
Contract.
Such insurance shall cover all insurable risks incident to or in connection with the execution,
performance, attempted performance or nonperformance of this Contract. Developer shall maintain, or
require its general contractor to maintain, the following coverages and limits thereof:
Commercial General Liability(CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
Non-Profit Organization Liability or Directors & Officers Liability (if applicable)
$1,000,000 Each Occurrence
$1,000,000 Annual Aggregate Limit
Business Automobile Liability Insurance
$ 500,000 each accident on a combined single-limit basis, or
$250,000 Property Damage
$ 500,000 Bodily Injury per person per occurrence
Insurance policy shall be endorsed to cover "Any Auto", defined as autos
owned, hired and non-owned. Pending availability of the above coverage and at
the discretion of City, the policy shall be the primary responding insurance
policy versus a personal auto insurance policy if or when in the course of
Developer's business as contracted herein.
Workers'Compensation Insurance
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 projects
including but not limited to construction, demolition, and rehabilitation. Developer or its
contractors shall maintain coverages, if applicable. In the event the respective contractors do
UDAG Loan Agreement Page 29
YMCA of Metropolitan Fort Worth Rev. 7/14/2017
not maintain coverage, Developer shall maintain the coverage on such contractor, if
applicable, for each applicable contract.
Additional Requirements
Such insurance amounts shall be revised upward at City's reasonable option and no more frequently
than once every 12 months, and Developer shall revise such amounts within 30 days following notice
to Developer of such requirements.
Developer will submit to City documentation that it has obtained insurance coverage and has
executed bonds as required in this Contract prior to payment of any monies provided hereunder.
Where applicable, insurance policies required herein shall be endorsed to include City as an
additional insured as its interest may appear. Additional insured parties shall include employees,
officers, agents, and volunteers of City.
The Workers' Compensation Insurance policy shall be endorsed to include a waiver of subrogation,
also referred to as a waiver of rights of recovery, in favor of City.
Any failure on part of 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 Developer'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 do business in the state
of Texas. Insurers shall be acceptable to 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 otherwise approved by City.
Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless otherwise
approved by City.
In the event there are any local, Federal or other regulatory insurance or bonding requirements for the
Project, and such requirements exceed those specified herein,the former shall prevail.
Developer shall require its contractors to maintain applicable insurance coverages, limits, and other
requirements as those specified herein; and, Developer shall require its contractors to provide
Developer with certificate(s) of insurance documenting such coverage. Also, Developer shall require
its contractors to have City and Developer endorsed as additional insurers (as their interest may
appear)on their respective insurance policies.
Developer shall require its general contractor to maintain builders risk insurance at the value of the
construction.
UDAG Loan Agreement Page 30
YMCA of Metropolitan Fort Worth Rev. 7/14/2017
EXHIBIT "J"
YMCA OF METROPOLITAN FORT WORTH
MAP OF CENTRAL CITY
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Copyright 2011 City of Fort Worth. Unauthorized reproduction is a violation of applicable
FORT WORTH.
Legend laws. This product is for informational purposes and may not have been prepared for or be
suitable for legal, engineering, or surveying purposes.it does not represent an on-the-
•r.ra ground survey and represents only the approximate relative location of property
O CENTRAL CITY L—er'CITY LIMIT boundaries. The City of Fort Worth assumes no responsibility for the accuracy of said data.
UDAG Loan Agreement Page 31
YMCA of Metropolitan Fort Worth Rev. 7/14/2017
CERTIFICATE OF INTERESTED PARTIES FORM 3.295
1 of 1
Complete Nos.1-4 and 6 If there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no Interested parties, CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-138726
YMCA of Metropolitan Fort Worth
Fort Worth,TX United States Date Filed:
2 Name of governmental entity or state agency that is a parry to the contract for which the form is 11/18/2016
being filed.
City of Fort Worth Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identity the contract,and provide a
description of the services,goods,or other property to be provided under the contract. i
TBD j
Neighborhood and Community services in Southeast Fort Worth I{
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary {
,
YMCA of Metropolitan Fort Worth Fort Worth,TX United States X
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5 Check only if there is NO interested Party, O
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure Is true and correct.
•a'°"'« CAROUNE D. ROPER
"`Ya`,•' Notary Public,State of TWO$
,.Z Comm.gxplres 11-19.2017 (2_�l i _
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NotarY ID 1104487-1
Signature of th razed agent of contracting business entity
AF iX NOTARY STA 1 SEAL ABOVP
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Sworn to and subscribed before me,by the said , �\1� '��w this the 0 day of NUVC k i
20_Lj�_to certify which,witness my hand and seal of office.
Signature of officer administering oath Printed name of officer administering oath Title of officer admh istering oath
OFFICE. 21"` kk-+
Forms provided by Texas Ethics Commission www.ethics.state.tx.us C1TY Lt;RETARY Version V1.0.277