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HomeMy WebLinkAboutContract 19844 ., CITY mom' € .?£ : STATE OF TEXAS S a COUNTY OF TARRANT S THIS contract is made and entered into by and between the City of Fort Worth ("City"), acting by and through Libby Watson, its duly authorized Assistant City Manager, and Fort Worth Metropolitan Industrial Development, Inc. ("Contractor"), by and through Reginald Gates, its duly authorized Executive Director. Contractor's business address is 3607 East Rosedale Street, Fort Worth, Texas 76105. WHEREAS, the City of Fort Worth has grant monies from the United States Department of Housing and Urban Development ("HUD") through the Community Development Block Grant ("CDBG") program; and WHEREAS, the primary purpose of the CDBG program is to benefit low and moderate income citizens of Fort Worth; and WHEREAS, the citizens of Fort Worth, the Community Development Council and the City Council of Fort Worth have determined that a multi-bank Community Development Corporation is needed to benefit low and moderate income citizens of Fort Worth; NOW, THEREFORE, THIS AGREEMENT FURTHER " Lr w s That, the parties covenant and agree as follows: 011 R E T A 11" 1. Scope of Services FT. � � z# Contractor will enter into a contractual partnership with the City of Fort Worth in an effort to implement a multi-bank Community Development Corporation ("Bank CDC") to provide growth capital to small businesses in the City's low and moderate income and blighted areas, with initial emphasis in Southeast Fort Worth. In order to accomplish this goal, the Fort Worth Metropolitan Industrial Development, Inc. will enter into a subcontractual agreement with the Development Finance Corporation ("DEFCO") to complete Phase 11 of an ongoing project to organize and implement a Bank CDC. The term of the agreement between the City and Fort Worth 'Metropolitan Industrial Development, Inc. for provision of these services through the subcontractor, DEFCO, would be for six months beginning on or before September 15, 1993. DEFCO will complete Phase 11 of the project in accordance with "Exhibit A - Scope of Services and Program Time Line". Any modification of this program must be approved by the City in writing before it can become effective, 1 2. Funding and Reports City will provide Contractor with CDBG monies in an amount not to exceed Fifteen Thousand Dollars ($15,000). Such monies will be disbursed to Contractor on a cost reimbursement basis following receipt of Contractor's monthly report of activities and statement of expenditures and fees. Contractor agrees to utilize all disbursed CDBG funds and program income earned for the benefit of the Program. Contractor agrees that funds will be expended in accordance with "Exhibit B - Operating Budget." Contractor may not increase or decrease line-item amounts in its budget for operation of the Program without the prior written approval of the City. Contractor will notify City promptly of any additional funding it receives for operation of the Program, and City reserves the right to amend the program budget in such instances. Contractor agrees to keep all CDBG monies it has on hand in interest bearing accounts. Interest earned in excess of $25.00 per contract quarter shall be refunded to the City. These amounts shall be remitted to City, on at least a quarterly basis, at the same time as submission of the monthly report following the end of the contract quarter during which the interest was earned. Interest in an amount of $25.00 or less per quarter may be used for program administration expenses. These amounts must be reported on the monthly financial statements filed pursuant to this contract. Contractor will not commingle CDBG monies with any other funds in any manner which would prevent City from readily identifying expenditures and fees for operation of the program. 3. Uniform Administrative Requirements and Cost Principles A. Contractor shall comply with Office of Management and Budget Circulars A-110, A-133 and A-122, as applicable. B. The allowability of costs incurred for performances rendered hereunder by Contractor shall be determined in accordance with OMB Circular A-122. City shall be liable to Contractor only for costs incurred or performances rendered for activities specified in 24 CFR 576.21 (a). , (b) or(c), any contrary provisions in this agreement notwithstanding. C. Recipients, subrecipients, contractors andior subcontractors -VvItich are governmental entities shall comply with the requirements and standards of OMB Circulars A-87, A-128 and with 24 CFR, Part 85. 4. R cordkee ing Contractor will cooperate fully with City in monitoring the Program. In this regard Contractor agrees to keep records sufficient to document its compliance with all applicable lads, regulations and contract terms- In addition, Contractor agrees to keep records to fully document all expenditures charged to the CDBG program, The documentation must support the amounts 2 charged to the Program and demonstrate that the expenditures were appropriate to the stated goals of the Program and allowable under federal, state and City guidelines. All records shall be retained for five (5) years following the date of termination of this contract. Contractor may destroy program records at the end of this five (5) year period if no outstanding audit finding exists. City, HUD and the United States Comptroller General, or their representatives, shall have access to any books, documents, records and papers relating to the operations of Contractor under this contract for the purpose of audit, examination, exception and transcription at all reasonable hours at all offices of Contractor. The City reserves the right to perform an audit of the funds received under this contract in order to ensure Contractor's compliance with applicable federal regulations. All employee time sheets for CDBG funded employees, mileage and telephone logs in support of CDBG charged activities shall be maintained by Contractor for five (5) years following termination of this contract. 5. Reports and Audits Contractor will submit to City monthly reports of the activities and services undertaken by Contractor in performance of this contract and monthly statements of Contractor's expenditures and fees, where applicable, regardless of the source of such funds, which relate to the Program in any way. Such reports and statements will be signed by a duly authorized agent of Contractor and will be submitted by the 15th of the month following the month which is reported. The City is under no obligation to disburse funds for activities or expenditures which occurred more than thirty (30) days prior to the first day of the month for which the report is submitted. City reserves the right to perform an audit of Contractor's program operations and finances at any time during the term of this contract, if City determines that such audit is necessary for City's compliance with OMB Circular A-128; Contractor agrees to allow access to all pertinent materials as described above. If such audit reveals a questioned practice or expenditure, such questions must be resolved within fifteen (15) days after notice to Contractor of such questioned practice or expenditure. If questions are not resolved within this period, City reserves the right to withhold further funding under this and/or future contract(s). If as a result of any audit, it is determined that Contractor has misused, misapplied or misappropriated all or any part of the grant ftmds described herein, Contractor agrees to reimburse the 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. 6. Reversion of Assets If applicable, Contractor agrees that all program income from operation of Program in proportion to the amount of CDBG funds received hereunder will be expended prior to expending CDBG monies and that any such program income is subject to the terms of this contract. CDBG monies may be expended by the Contractor only if program income is insufficient to meet all eligible program activity expenses. Contractor agrees to return to the City any remaining program income earned from operation of the Program in proportion to the amount of CDBG funds in the overall operating budget, at the end of the Contract. Contractor agrees to return to the City any CDBG funds remaining on hand at the end of the Contract. If applicable, all property purchased with CDBG funds under this contract will be used solely for operation of the Program. Contractor agrees to obtain City approval prior to purchase of property and Contractor will follow City bid procedures. Contractor agrees to notify City upon receipt of property so that it may be properly tagged and inventoried. Title to such property will be vested in with the City, and, at the termination of the Program for which CDBG funds have been received, Contractor will deliver all such property to City for disposition at City's sole discretion. 7. Applicable Laws A. Federal Contractor agrees to comply with the following laws and the regulations issued thereunder as they are currently written or are hereafter amended during performance of this contract: Title VI of Civil Rights Act of 1964 (42 USC 20004 et seq) Title VIII of Civil Rights Act of 1968 (42 USC 3601 et seq) Executive Orders 11063, 11246, as amended by 11375 and as supplemented by Department of Labor regulations (41 CFR, Part 60) The Age Discrimination Act of 1975 (42 USC 6101 et seq) Section 504 of the Rehabilitation Act of 1973 (29 USC 794) Immigration Reform and Control Act of 1986 (Pub, L. 99-603, 100 Stat. 3359, as amended) specifically including the provisions requiring employer verifications of legal worker status of its employees Housing and Community Development Act of 1987 (Pub, L. 100-242, 101 Stat, 1815, as amended) The Americans With Disabilities Act of 1990 (42 USC 12 101 et seq) I Contractor, in the operation of its program, will also comply with Office of Management and Budget Circular A-122 and attachments and revisions thereto, regarding principles for determining costs for CDBG-funded programs, 4 B. Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 USC 1701 As the work performed under this contract is on a project assisted under a program providing direct federal financial assistance from the Department of Housing and Urban Development and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 USC 1701, Contractor covenants to abide by the requirements of the said Section 3. It requires as follows: (a) That, to the greatest extent feasible, opportunities for training and employment be given lower income residents of the project area, and (b) That, to the greatest extent feasible, contracts for work in connection with the project be awarded to business concerns which are located in or owned in substantial part by persons residing in the area of the project. Contractor will comply with the provisions of said Section 3 and the regulations issued pursuant thereto by the Secretary of Housing and Urban Development, set forth in 24 CFR 135, and all applicable rules and orders of the Department issued thereunder prior to the execution of this contract. Contractor certifies and agrees that it is under no contractual or other disability which would prevent it from complying with these requirements. Contractor agrees that it will send to each labor organization or representative of workers with which it has a collective bargaining agreement or other contract or understanding, if any, a notice advising the said labor organization or workers representatives of its commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training. Contractor agrees that it will include the said Section 3 clause in every subcontract for work in connection with the project and will, at the direction of City, take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations issued by the Secretary of Housing and Urban Development, 24 CFR 135. Contractor agrees that it will not subcontract with any subcontractor where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR 135 and will not let any subcontract unless the subcontractor has first provided Contractor with a preliminary statement of ability to comply with the requirements of these regulations. City and Contractor understand and agree that compliance with the provisions of Section 3, the regulations set forth in 24 CFR 135, and all applicable rules and orders of the Department issued thereunder prior to the execution of this contract shall be a condition of the Federal financial assistance provided to the City project, binding upon the and the Contractor, and their 01 1 respective successors, assignees and subcontractors. Failure to fulfill these requirements shall subject Contractor and its subcontractors, its successors and assignees, to those sanctions specified by the Grant Agreement through which federal assistance is provided and to such sanctions as are specified by 24 CFR 135. 5 C. Clean Air Act; Clean Water Act; Environmental Protection Agency Acts and Regulations This agreement is subject to the requirements of Section 306 of the Clean Air Act, as amended (42 USC 1857(h) et seq.). Section 508 of the Clean Water Act (33 USC 1368), Water Pollution Control Act, as amended (33 USC 1251 et seq.) and the regulations of the Environmental Protection Agency with respect thereto at 40 CFR, Part 15, as amended from time to time, and Executive Order 11738 (42 USC 7606 nt.). In compliance with said regulations, Contractor agrees and, with respect to any nonexempt transaction, shall require each subcontractor to agree to the following requirements: (1) A stipulation that no facility to be utilized in the performance of nonexempt contract or subcontract work is included on the List of Violating Facilities issued by the Environmental Protection Agency (EPA)pursuant to 40 CFR 15.20; (2) Compliance with all the requirements of Section 114 of the Clean Air Act, as amended (42 USC 1857c-8), and Section 308 of the Federal Water Pollution Control Act, as amended (33 USC 1318), relating to inspection, monitoring, entry, reports and information, as well as all other requirements specified in said Section 114 and Section 308 and all regulations and guidelines issued hereunder; (3) A stipulation that, as a condition for the award of the contract, prompt notice will be given of any notification received from the Director, Office of Federal Activities, EPA, indicating that a facility utilized or to be utilized for the contract is under consideration to be listed on the EPA List of Violating Facilities; (4) Agreement by Contractor that it will include or cause to be included the criteria and requirements in Paragraphs (A) through (D) of this section in every nonexempt subcontract, requiring that Contractor will take such action as City may direct as a means of enforcing such provisions. In no event, shall any amount of the assistance provided under this agreement be utilized with respect to a facility which has given rise to a conviction under the Clean Air Act or the Clean Water Act. D. Other Laws Contractor covenants and agrees that its officers, members, agents, employees, program Z-- 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 ordinances, rules and regulations of the City of Fort Worth and the Housing and Community Development Act of 1974 (Pub. L. 93-383, 885 Stat. 633,), as amended, and all regulations pertaining thereto. Contractor further promises and agrees that it has read, and is familiar with.,terms and conditions of the Community Development Block Grant under which funds-are granted and that it will fully comply with same. it is agreed and understood that, if City calls the attention of Contractor to any such violations on 6 the part of Contractor or any of its officers, members, agents, employees, program participants or subcontractors, then Contractor shall immediately desist from and correct such violation. j 8. Prohibition Against Discrimination A. Generally Contractor, in the execution, performance or attempted performance of this contract and agreement, will not unlawfully discriminate against any person or persons because of sex, race, religion, age, disability, color or national origin, nor will Contractor permit its officers, members, agents, employees, subcontractors or program participants to engage in such discrimination. B. Employment During the performance of this contract Contractor agrees, and will require all of its subcontractors to agree, as follows: (1) Contractor will not unlawfully discriminate against any employee or applicant for employment because of race, color, age, disability, religion, sex or national origin. Contractor will take affirmative action to ensure that applicants are employed and that employees are treated during employment without unlawful regard to their race, color, religion, sex, age, disability or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. 2) Contractor will, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without unlawful regard to race, color, religion, sex, age, disability or national origin. C. Age In accordance with the policy of the Executive Branch of the federal government, Contractor covenants that neither it nor 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 Zn except on the basis of a bona fide occupational qualification, retirement plan or statutory requirement. Contractor further covenants that neither it nor 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. Disability In accordance with the provisions of the Americans With Disabilities Act of 1990 ("ADA"), Contractor 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, or employees of Contractor or any of its subcontractors. Contractor warrants it will fully comply with ADA's provisions and 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 subcontractors against City arising out of Contractor's and/or its subcontractors' alleged failure to comply with the above-referenced laws concerning disability discrimination in the performance of this agreement. E. City Ordinances This agreement is made and entered into with reference specifically to the ordinances codified at Chapter 17, Article 111, Division 3 ("Discrimination in Employment Practices"), of the City Code of the City of Fort Worth, and Contractor hereby covenants and agrees that Contractor, 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 the Contractor or its officers, members, agents, employees or subcontractors. 9. Prohibition Against Interest 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 tenure or for one year thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed hereunder. Contractor shall incorporate, or cause to be incorporated, like language prohibiting such interest in all contracts and subcontracts hereunder. No officer, employee, member or program participant of Contractor or its subcontractors shall have a financial interest, direct or indirect, in this contract or the monies transferred hereunder or be financially interested, directly or indirectly, in the sale to Contractor of any land, materials, supplies or services purchased with any funds transferred hereunder, except on behalf of Contractor, as an officer, employee, member or program participant. Any willful violation of this paragraph with the knowledge, expressed or implied, of Contractor or its subcontractors shall render this contract voidable by the City of Fort Worth, 8 10.Non-Assignment Contractor will not assign any or all of its rights or responsibilities under this contract without the prior written approval of City. Any purported assignment without such approval will be a breach of this contract and void in all respects. 11. Independent Contractor Contractor shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of City. Contractor 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 not apply as between City and Contractor, 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 Contractor. It is expressly understood and agreed that no officer, member, agent, employee, subcontractor, licensee or invitee of the Contractor, 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 Contractor, its officers, members, agents, employees, subcontractors, program participants, licensees or invitees. City shall in no way nor under any circumstances be responsible for any property belonging to Contractor, its officers, members, agents, employees, subcontractors, program participants, licensees or invitees, which may be lost, stolen, destroyed or in any way damaged; and Contractor hereby indemnifies and holds harmless City and its officers, agents, and employees from and against any and all claims or suits. 12. Indemnity: Insurance: Bond Contractor covenants and agrees to indemnify, hold harmless and defend, at its 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 kind or character, whether real or asserted, arising out of or in connection with the execution, performance, attempted performance or nonperformance of this contract and agreement and/or the operations, activities and services of the Program described herein, whether or not caused, in whole or in part, by alleged negligence of officers, agents, servants, employees, contractors or subcontractors of City; and Contractor hereby assumes all liability and responsibility of City and its officers, agents, sere t , and employees for any and all claims or suits for property loss or damage and/or personal injury, including death, to any and all persons. of whatsoever kind or character, whether real or asserted, arising out of or in connection with the execution, performance, attempted performance or nonperformance of this contract and agreement and/or the operations, activities and services of the programs described herein, whether or not caused in -whole or in part, by alleged negligence of officers. agents, servants, employees, contractors or subcontractors of City, Contractor likewise covenants and agrees to 9 and does hereby indemnify and hold harmless City from and against any and all injury, damage or destruction of property of City, arising out of or in connection, with all acts or omissions of Contractor, 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. 13. Waiver of Immunity If Contractor, as a charitable or nonprofit organization, has or claims an immunity or exemption (statutory or otherwise) from and against liability for damages or injury, including death, to persons or property, Contractor hereby expressly waives its rights to plead defensively such immunity or exemption as against City. This section shall not be construed to affect a governmental entity's immunities under constitutional, statutory or common law. 14. Public Liabilitv Insurance Contractor shall furnish a certificate of insurance as proof that it has secured and paid for policies of public liability and automobile liability insurance covering all risks incident to or in connection with the execution, performance, attempted performance or nonperformance of this contract and agreement. The amounts of such insurance shall not be less than the maximum liability which can be imposed on City under the laws of the State of Texas. At present, such amounts shall be as follows: Property damage, per occurrence $100,000 Bodily injury or death, per person $250,000 Bodily injury or death, per occurrence $500,000 with the understanding and agreement by Contractor that such insurance amounts shall be revised upward at City's option and that Contractor shall revise such amounts within thirty (30) days following notice to Contractor of such requirements. Contractor also covenants and agrees to furnish the City of Fort Worth with a certificate of insurance as proof that it has obtained and paid for a policy of Workers' Compensation Insurance in the amounts required by state law, covering any and all employees of Contractor active in the Program funded under this contract; and Contractor agrees to require its subcontractors to carry adequate Workers' Compensation Insurance in the am,aunts required by state law. Contractor will submit to City documentation that it has obtained insurance coverage and has executed bonds as required in this contract within thirty (30) days of the execution of this contract and prior to any payment hereunder. 1 0 15. Termination City may terminate this contract whenever such termination is determined to be in the best interest of City, in event of Contractor's default, inability or failure to perform or to comply with any terms herein, or for other good cause. CDBG funds provided hereunder may not be used as collateral for loans to Contractor to defray program operation expenses, and any attempted use of CDBG funds for this purpose will result in termination of this contract by City. Termination will be effected by written notice to Contractor, specifying the portions of the contract affected and the effective date of termination. Upon Contractor's receipt of such termination notice, Contractor will: (a) Stop work under the contract on the date and to the extent specified by the City; (b) Cease expenditures of CDBG monies, except as necessary for completion of the portions of the contract not terminated; and (c) Terminate all orders and contracts to the extent that they relate to terminated portions of the contract. Contractor will return to City any unused monies previously distributed under this contract within thirty (30) days of the effective date of contract termination. City will have no responsibility or liability for Contractor's expenditures or actions occurring after the effective date of the contract termination. 16. Certification -ing �ation Regarding Lobby The undersigned representative of Contractor hereby certifies, to the best of his or her knowledge and belief, that: (a) No federal appropriated funds have been paid or will be paid, by or on behalf of Contractor, 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. (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 o r e mployee of Congress, or an employee of a member of Congress in connection with this federal contrac', grant, loan or cooperative agreement, Contractor shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (c) The Contractor shall require that the language of this certification be included in all subcontracts or agreements involving the expenditure of federal funds. 17. Miscellaneous Provisions It is expressly understood and agreed by and between the parties hereto that this agreement is wholly conditioned upon the actual receipt by City of federal CDBG funds; that all monies distributed to Contractor hereunder shall be exclusively from federal monies received under said grant and not from any monies of City; and that if such funds under said grant are not timely forthcoming, in whole or in part, City may, at its sole discretion, terminate this contract and agreement and City shall not be liable for payment for any work or services performed by Contractor under or in connection with this contract. All terms of this contract shall apply to any and all subcontractors of Contractor which are in any way paid with CDBG funds or who perform any work in connection with Contractor's program. The provisions of this agreement are severable, and, if for any reason a clause, sentence, paragraph or other part of this agreement shall be determined to be invalid by a court or federal or state agency, board or commission having jurisdiction over the subject matter thereof, such invalidity shall not affect other provisions which can be given effect without the invalid provision. The failure of the City to insist upon the performance of any term or provision of this agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of the City's right to assert or rely upon any such term or right on any future occasion. 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 and agreement, venue for said action shall lie in Tarrant Countv, Texas. This written instrument and the exhibits attached hereto, which are incorporated by reference and made a part of this contract for all purposes, constitute the entire agreement between the parties hereto concerning the work and services to be perfortried hereunder, and any prior or 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 to this contract. IN WITNESS WHEREOF, the parties hereto have executed four copies of this contract in Fort Worth, Tarrant County, Texas, this day of , A.D. 19 ATTEST: CITY OFPRT WORTH By City Secreta4f tibby Wats Assistant City Manager APPROVED AS TO FORM AND LEGALITY: rty orney °4o r � ashor Date:--# :5 - t ATTEST: FORT WORTH METROPOLITAN INDUSTRIAL DEVELOPMENT, INC. B : y r Secretary gin ates, Exec Ive Director 1 STATE OF TEXAS S COUNTY OF TARRANT S BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Libby Watson, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and that she executed the same as the act of said City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. DER Y HAND A SEAL OF OFFICE this day of 2, i A.D. I y V. t4ofary Ptblic STATE op Notary Public in and for the State of Texas MY C-Mft IF TEXAS STATE OF TEXAS S COUNTY OF TARRANT S BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Reginald Gates, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the Fort Worth Metropolitan Industrial Development, Inc. and that he executed the same as the act of said Fort Worth Metropolitan Industrial Development, Inc. for the purposes and consideration therein expressed and in the capacity therein stated as its duly authorized officer or representative. GI BEN TDER MY HAND AND SEAL OF OFFICE this day of A,D. 19f5 VIVIA14 L Notary Public in and for the State of Texas MY April it, 14 EXHIBIT A I . Scope of Sorvices Task/ completion sub-task f3escriotion Date (wgek) A. Prepare Investment Proposal Revise Preliminary Plan to the format 2 of a preliminary investment proposal A-2 . Submit investment proposal to City, Black Chamber and Banks for review 2 B. Oocuments for Bank CDC Prepare draft articles of incorporation, bylaws, management contract 4 B-2 . Submit documents to City, Black Chamber and Banks for revie,,,= 4 C. Negotiate with Banc Regulators C-1 Submit docurients to Coru troller of Currency (OCC) for national banks 6 C-2 Negotiate with OCC for approvals 6-10 C-3 Submit to other recJulators 10 C-4 Negotiate with other regulators 10-12 D. Review Potential Investments 1-12 II . Timeline Task: weeks. 1 2 3 Q 5 6 7 S 9 10 11 12 A--1 *i***** A-2 B-1 **Ii*4, 8-- , C-1 C-3 rrr City of Fort Worth Exhibit B Community Development Block Grant Annual Budget Name of Subcontractor: Fort worth metropolitan Industrial Development, Inc. Name of Project. DEFCO - Phase 11 of Multi-Bank Community Development Corporation Project TOTAL COST CATEGORY PROGRAM CDBG OTHER SOURCE OF BUDGET BUDGET FUNDS OTHERFUNDS* PERSONAL SERVICES Salaries F.I.C.A. Life Insurance Health Insurance Unemployment-Federal Unemployment-State Worker's Compensation Retirement Misc.Fringe SUPPLIES Office Supplies Postage Other Operating Supplies Teaching Aids** Food Su lies Maintenance/Other Supplies Minor Equipment/Appliance CONTRACTUAL SERVICES Telephone(#Phones---#Lines Electric Gas-(Utility) Water and Waste Disposal Rent-(Building)Sq.Ft. Custodial Services Office Equipment Rental Printing Repairs Fidelity Bond Liabilily Insurance Consultants Fees $14,000 114,000 Legal and Accounting** — Other Professional Services Private Auto Allowance-Local Priv. Auto Allow-Out of Town*** Leased Vehicle Charges Gasoline Oil and Lubrication Conferences and Seminars Adyertiismg Contractual Services Indirect Cost Travel Expenses CAPITAL OUTLAY Furniture and Fixtures Office E uipment Other Equipment TOTAL $15.000 $15 000 *Pleas--identify each source of funds separately. I M achanas ditional sheet of per. *Requires previous approval *"Mileag �e Payable at$0,25 per mile N 3 Reginald rates,Executive 'Director 8-2-9 Date Name and Title of Authorized Officer Signal re City of` .Fait Wool k Texas Mayor and Council Communication DATE REFERENCE NUMBER LOG NAME PAGE 08110193 C-13954 05FTMETO 1 of 3 sUBJEcT AUTHORITY TO CONTRACT WITH FORT WORTH`f METROPOLITAN INDUSTRIAL, . DEVELOPMENT, INC. FOR ESTABLISHMENT OF A MULTI-BANK COMMUNITY DEVELOPMENT CORPORATION RECOMMENDATION: It is recommended that the City Council authorize the City Manager to: 1 . Transfer $15,000 from CDBG Year XIV, Unprogrammed Funds to CDBG Year XIV, Fort Worth Metropolitan Industrial Development, Inc. (FWMIDI), Bank Community Development Corporation (CDC) Project, in the Grants Fund, and 2. Execute a contract with the FWMIDI, in an amount not to exceed $15,000 from Year XIV Community Development Block Grant (CDBG) funds, to be used to establish a multi-bank CDC. DISCUSSION: The Fort Worth Metropolitan Industrial Development, Inc., a nonprofit subsidiary of the Fort Worth Metropolitan Black Chamber of Commerce, has requested $15,000 in CDBG funds from the City of Fort Worth to subcontract with the Development Finance Corporation (DEFCO) to complete Phase II of an ongoing project to organize and implement a multi-bank Community Development Corporation (Bank CDC). This Bank CDC would provide growth capital to disadvantaged small businesses in the City's low and moderate income and blighted areas, with initial emphasis in Southeast Fort Worth. For the period of January to March 1993, FWMIDI contracted with DEFCO to complete Phase I of the Bank CDC project to explore the feasibility of establishing a Bank CDC; explore area banks' interest in establishing a Bank CDC; validate the need for and interest in a Bank CDC; and, categorize the interests of the banks and the community in establishing a Bank CDC. Funding for the first phase of the project was provided by the Metropolitan Black Chamber of Commerce and area banks. Phase I of the Bank CDC project indicated both a need for, and bank and community interest in, establishing a Bank CDC. The analysis also determined two primary small business credit needs: o "Micro" business loans (under $50,000), especially for small, disadvantaged businesses in Southeast Fort Worth. 0 "Gap" financing for disadvantaged small businesses with insufficient equity or collateral. Typically, the eligible small businesses would meet most conventional credit criteria, but lack sufficient equity or subordinate capital to qualify for a conventional loan. 0 Printed on recycled paper i 0 C of Forif Wbilk Texas ty Mayor and Council Communication DATE 08/10/93 1 REFERENCE NUMBER C-13954 T_LCIG NAME 05FTMETO I PAGE 2 of 3 suBjEcT AUTHORITY TO CONTRACT WITH FORT WORTH METROPOLITAN INDUSTRIAL DEVELOPMENT, INC. FOR ESTABLISHMENT OF A MULTI-BANK COMMUNITY DEVELOPMENT CORPORATION With Phase 11 of the program, FWMIDI proposes to: • Prepare the Investment Proposal for the Bank CDC to define the proposed program for the Chamber, the City, participating Banks and others, and to obtain approvals from the bank regulators for investments from the banks. • Assist area banks in negotiating with Bank Regulators to obtain approval of the investment proposal from the Comptroller of the Currency, the Federal Reserve, savings institution regulators and state bank regulators as appropriate. • Assist the Chamber, the City and the Banks in organizing the Bank CDC, including preparation of articles of incorporation and by-laws, establishing a management contract with a local economic development organization, and constructing initial investment policies and procedures. • Assist the Chamber, the City and the Banks in training local bank or other staff in structuring and analyzing initial Bank CDC investments by reviewing financial information of potential projects, assisting with pricing and structuring requirements and analyzing the returns to the Bank CDC and its investors. It is anticipated that Phase It could be completed within a period of 6 to 8 weeks. However, to allow for delays which could be encountered, the contract period would be for six months, beginning on or before September 15, 1993. Community Develooment Council Recommendation The proposal for the City of Fort Worth to contract with FWMIDI for completion of Phase 11 of the Bank CDC Project was presented to CDC as an Informational Item and an Action Item on August 2, 1993. CDC moved to recommend to the City Council contracting with FWMIDI for completion of Phase If of the Bank CDC Project. The motion passed unanimously. This program is available city-wide for low and moderate income and blighted areas, and will serve ALL COUNCIL DISTRICTS. Indirect costs do not apply to this contract because no personal services cost are involved. Printed on rocyoted paW ` \ � City of Foil WoTth, Texas Mayor and Council Communication DATE REFERENCE NUMBER LOG NAME PAGE SUBJECT AUTHORITY TO CONTRACT WITH FORT WORTH METROPOLITAN INDUSTRIAL DEVELOPMENT, INC. FOR ESTABLISHMENT OF A MULTI-BANK COMMUNITY DEVELOPMENT CORPORATION FISCAL INFORMATION/CERTIFICATION: The Director of Fiscal Services certifies that the funds required for this project are available in the current operating budget, as appropriated, of the Grants Fund. Submitted for City %Ianager's FUNIND ACCOLIATT CENTER &XIOUNT CITY SECRETARY Offike by: (to) Libby Watson 6140 CIT11Y COUNCIL Originating Department Dead: Sandra Gonzalcs 7537 (from) (1)GR76 53t 005206084990 $15ix)0'00 For A- dditional Information (2)GR76 539120 005206084080 $15,000.00 Sandra Gonzales 7537 Printed on recycled paper ' A1,41-ii, 10 19`35