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UDAG GRANT AGREEMENT
This Grant Agreement ("Agreement") is made and entered into by and between the
CITY OF FORT WORTH ("City"), a home iule municipality organized under the laws of the
State of Texas, and Fort Worth Bike Sharing ("Developer"), a Texas nonprofit corporation.
City and Developer may be refened 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, for use in acquiring land and
constructing a parking garage located under General Worth Parlc in downtown Fort Woi-th (City
Secretary Contract No. 10610) (the "UDAG Grant Agreement"), 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 HotellFort 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 ar 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. City owns the Ella Mae Shamblee Library located at 1062 Evans Avenue (the
"Property") as more specifically depicted in the attached Exhibit "A" — Map and Propertv
Description, made a part of this Agreement for all puiposes. Developer proposes to install a
bike shar•ing station on a portion of 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 gr•ant from the City in the amount of $30,000.00 for a
portion of the costs of the Project. City is willing to make such grant to Developer pursuant to
and in accordance with this Agreement.
D. One of the sti•ategic goals of the City's 2016 Comprehensive Plan, adopted by the
City Council on March 29, 2016 (Ordinance No. 22146-03-2016), is to improve mobility and air
quality. In addition, the bike sharing station will better connect residents to other bike sharing
stations in Downtown, Near Southside, the Cultural District, Texas Christian University and the
Trinity Trails.
OFFICIAL RECOR� i
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UDAG Grant Agreement . CI�P,$�(,'R�'i'A�y g
Fort Worth Bike Sharing — Shamblee Libraiy �,+ ���,�� ,�,� Rev. 1.28.2017
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, "connol" means 50% or mare 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.
CDBG has the meaning ascribed to it in Recital E.
CDBG Re�ulations means those regulations set forth at 24 CFR Part 570 et seq.
Completion Date means that the Project is substantially complete as evidenced by (i) the
report attached as Exhibit "F" — Pro_ject Completion Report made a part of this Agreement for
all purposes, and (ii) the final inspection report issued by the City by December 31, 2017.
Comnletion Deadline means January 31, 2018.
UDAG Grant Agreement Page 2
Fort Worth Bike Sharing — Shamblee Library Rev. 1.28.2017
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 Majeure 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.
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.
Maturity Date means the date this Agreement is terminated pursuant to Section 8 hereof.
Pro er has the meaning ascribed to it in Recital B and as more particularly described
in Exhibit "A" — Map and Propertv Description.
Proiect has the meaning ascribed to it in Recital B and as more particularly described in
Exhibit "B" — Proiect Summary.
Reimbursement Request has the meaning ascribed to it in Section 4.4.
UDAG means Urban Development Action Grant, the grant program of the same name
administered by HUD.
UDAG Grant A�reement 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 Re�ulations 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.
UDAG Grant Agreement Page 3
Fort Worth Bike Sharing — Shamblee Libraiy Rev. 1.28.2017
3. TERM.
3.1. Term of A�reement.
The term of this Agreement commences on the Effective Date and terminates in
1 year 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.
4. GRANT.
4.1. Amount.
The City will grant Developer $30,000.00 of UDAG miscellaneous revenue for
the Project on the terms and conditions set forth herein.
4.2. Chan�e in Project Bud�et.
Developer agrees to utilize the Funds provided under this Agreement to
supplement rather than supplant funds otherwise available for construction of the Project.
City acknowledges that Developer is receiving funds to complete the Project from the
Southside/Medical Disnict Tax Increment Financing District ("TIF") No. 4.
4.3. Grant Terms and Conditions.
4.3.1. As a condition precedent to receipt of any Funds, Developer must
execute this UDAG Grant Agreement and any other documents
required by City.
4.3.2. Repayment of the Funds will only be required if (i) Developer fails
to complete the Project by the Completion Date; (ii) Developer does
not otherwise comply with the terms of this Agreement, the UDAG
Regulations, or CDBG Regulations; or (iii) Developer fails to abide
by the terms and conditions for its receipt of TIF funds for the
Proj ect.
4.4. Draws on Grant 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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Fort Worth Bike Sharing — Shamblee Library Rev. 1.28.2017
4.4.1. 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 Form, made a part of this Agreement for all
puiposes. This report must be signed by an authorized signatory of Developer.
By signing such foim, 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.
4.4.2. Project Completion Report.
Developer will submit a Project Completion Repoz-t in substantially the
same form as that set forth in the attached Exhibit "F" — Proiect Completion
Report, made a part of this Agreement for all purposes.
4.4.3. Supportin� 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 4.4.1 and 4.4.2, 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.
4.4.4. Withholdin� 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.
4.5. Identify Project 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.
4.6. Acknowled�ement of Citv Payment of Funds.
Within 60 calendar days of the Completion Date, an officer of Developer shall
execute an acknowledgement that City has paid all Funds due under this Agreement, or
UDAG Grant Agreement Page 5
Fort Worth Bike Sharing — Shamblee Library Rev. 1.28.2017
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.
5. PROJECT.
5.1. Completion of Pro.iect.
5.1.1. Improvements.
Developer must complete the Pt•oject 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" from City by
the Completion Deadline.
5.1.2. Ownership of Property and Improvements.
Developer acknowledges that the Property is owned by City and
Developer only has a right of use to install and maintain the improvements for the
bike station on the Property. Such non-exclusive use by Developer for the Project
is subject to any requirements for maintenance and/or other uses for the Property
by City.
5.2 Intentionally Deleted.
5.3 Subcontractin� with Small and Minoritv Firms, Women Business
Enterprises Commitment.
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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, affiimative steps
must be taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized when possible
as sources of supplies, equipment, construction and services.
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UDAG Grant Agreement Page 6
Fort Worth Bike Sharing — Shamblee Library Rev. 1.28.2017
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5.5. 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
5.6. Approval by City Not Release of Responsibility.
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 ofiicers, 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.
5.7. 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.
6. AUTHORITY TO EXECUTE AGREEMENT.
Developer represents that it possesses the legal authority, pursuant to any proper,
appropriate and ofiicial motion, resolution or action passed or taken, to enter into this Agreement
and to perform the responsibilities herein required.
7. AUDITS BY CITY.
UDAG Grant Agreement Page 7
Fort Worth Bike Sharing — Shamblee Library Rev. 1.28.2017
City reserves the right to pez•form 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 day,s after notice to Developer 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 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.
8. DEFAULT AND TERMINATION.
8.1. Failure to Complete the Proiect
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 Grant.
8.2. 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 TIF funds. 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.
8.3. 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 TIF funds, even if Developer has additional time to cure or is attempting to
cure such default.
8.4. By Develoner for Convenience.
UDAG Grant Agt•eement Page 8
Fort Worth Bike Sharing — Shamblee Library Rev. 1.28.2017
Developer may terminate this Agreement for any reason by providing at least 30
calendar days' written notice to the City.
8.5. 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.
9. REPAYMENT OF FUNDS.
In the event that this Agreement is terminated for any reason pursuant to Section 8 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. In addition, City shall have the right, in
City's sole discretion, to remove the bike station and any related improvements from the
Property.
10. 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 Afiiliate 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.
11. INDEMNIFICATION AND RELEASE.
DEVELOPER, AT NO COST TO THE CITY, AGREES TO DEFEND, INDE�VINIFY
AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND E�VIPLOYEES,
HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND
EXPENSES OF ANY KIND, INCL UDING, B UT NOT LIMITED TO, THOSE FOR
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAIVIAGE OR LOSS TO
COMPANY'S BUSINESS AND ANY REStTLTING LOST PROFITS) AND/OR PERSONAL
INJURY, I�VCLUDING 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) ANYNEGLIGENT 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 PERFORMfiNCE OR NON-PERFO�tMANCE OF
UDAG Grant Agreement Page 9
Fort Worth Bike Sharing — Shamblee Library Rev. 1.28.2017
THIS AGREEMENT OTHERWISE. THIS SECTION SHALL SURVIVE ANY
TERMINATION OR EXPIRATION OF THISAGREEMENT.
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.
12. INSURANCE AND BONDING.
Developer will maintain coverage in the form of insurance or bond in the amount of
$30,000.00 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 ali 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.
13. LITIGATION AND CLAIMS.
Developer sha11 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.
14. 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, cei-tified 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.
UDAG Grant Agreement Page 10
Fort Worth Bike Sharing — Shamblee Library Rev. 1.28.2017
c��:
City of Fort Worth
Attention: Assistant Director
Neighborhood Seivices Department
200 Texas St.
Fort Worth, TX 76102
Telephone : 817-3 92-7540
With a copy to:
City of Fort Worth
Attention: Vicki Ganske
City Attorney's Office
200 Texas St.
Fort Worth, TX 76102
Telephone: 817-3 92-7600
City of Fort �7Vorth
Attention: Project Coordinator
Neighborhood Services Department
200 Texas St.
Fort Worth, TX 76102
Telephone: 817-3 92-6125
DEVELOPER:
Fort Worth Bike Sharing
Attention: Kristen Camareno, Executive Director
201 S. Calhoun St., Ste. 113A
Fort Worth, TX 76104
Telephone: 817-348-0043
With a copy to:
Mike Brennan, Chairman of the Board
Fort Worth Bike Sharing
1606 Mistletoe Blvd.
Fort Worth, TX 76104
mike@nearsouthsidefw. org
15. 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.
16. SEVERABILITY.
UDAG Grant Agreement Page ll
Fort Worth Bilce Sharing — Shamblee Library Rev. 1.28.2017
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enfor•ceability of the remaining provisions shall not in any way be affected
or impaired.
17. 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.
18. VENUE AND JLTRISDICTION.
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.
19. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the beneft 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.
20. 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.
21. 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.
22. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and shall
not be deemed a part of this Agreement.
23. ENTIRETY OF AGREEMENT.
UDAG Grant Agreement Page 12
Fort Worth Bike Sharing — Shamblee Library Rev. 1.28.2017
This Agreement, including the E�ibits 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.
24. 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.
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT TWO PAGES]
UDAG Grant Agreement Page 13
Fort Worth Bike Sharing — Shamblee Library Rev. 1.28.2017
EXECUTED to be effective as of the Effective Date:
CITY OF FORT WORTH:
r
By: ��,�..1 �,
Fernando Costa, Assistant City Manager
Date:
APPROV D AS TO FORM D LEGALITY:
,
$y; �� l � � • r(�-���/��'�
Vicki S. Ganske, Senior Assista��torn�
ATTEST:
By: � �
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City Secre ar/ �
M&C: C-27829 Date:
Form 1295: 2016-69713
�<
Contract Compliance Mana�er:
Bv signin� I acknowledge that I am the person responsible
for the monitorin� and administration of this contract, includin�
ensurin er oi7n c d re ortin re uirements.
Avis F. Chaisson, Housing Development and Grants Manager
3� �
Date
FORT WORTH BIKE SHARING, a Texas nonprofit corporation
By:
Kristen Camareno, Executive Director
Date: 3�� �I�%
UDAG Grant Agreement
Fort Worth Bike Sllai•ing— Shamblee Library
(�.���'I�IAL RECORD
�ITV SECRETARY
FT. WORTH, TX
Page 14
Rev. 1.28.2017
EXHIBITS
Exhibit "A" — Map and Property Description
Exhibit "B" — Project Summary
Exhibit "C" — Reimbursement Schedule
Exhibit "D" — N/A
Exhibit "E" — Invoice Forms
Exhibit "F" — Project Completion Report
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Exhibit "I" — Insurance Requirements
UDAG Grant Agreement Page I S
Far-t Worth Bike Sharing — Shamblee Library Rev. 1.28.2017
EXHIBIT "A"
FORT WORTH BIKE SHARING
MAP AND PROPERTY DESCRIPTION
1062 Evans Avenue, Fort Worth, Texas 76104
Lot 6R, Block 3, Evans South Addition
as described in a plat dated August 13, 2007 recorded as Instrument No. D207284723,
Real Property Records, Tarrant County, Texas.
Evans-Rosedale Area Bike Sharin Station
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� 1062 EvansAve. I �' � �; �
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UDAG Grant Agreement Page 16
Fort Worth Bike Sharing — Shamblee Libraiy Rev. 1.28.2017
EXHIBIT "B"
FORT WORTH BIKE SHARING
PROJECT SUMMARY
Capitalized terms not de�ned herein shall have meanings assigned to them in the
Agreement.
DESCRIPTION:
Developer proposes to install a bike sharing station on a portion of the sidewalk area in
front of the Ella Mae Shamblee Library located at 1062 Evans Avenue in the Evans-
Rosedale Urban Village.
SPECIFIC PURPOSE:
The speci�c purpose of the Project is to increase transportation opportunities within the
Evans-Rosedale Urban Village and to and from the Evans-Rosedale Urban Village area.
PROJECT OBJECTIVES:
The Project will benefit low-and-moderate income persons and accomplish the public
purpose of revitalizing the Evans-Rosedale Urban Village by connecting the area to a
network of bike stations located in Downtown, Near Southside, the Cultural District, Texas
Christian University, and the Trinity Trails.
UDAG Grant Agreement Page 17
Fort Worth Bike Sharing — Shamblee Library Rev. 1.28.2017
EXHIBIT "C"
FORT WORTH BIKE SHARING
REIMBURSEMENT SCHEDULE
UDAG Grant Agreement Page 18
Fort Worth Bike Sharing — Shamblee Library Rev. 1.28.2017
EXHIBIT "D"
FORT WORTH BIKE SHARING
LOAN DOCUMENTS
INTENTIONALLY DELETED
UDAG Grant Agreement Page 19
Fort Worth Bike Sharing — Shamblee Library Rev. 1.28.2017
EXHIBIT "E"
FORT WORTH BIKE SHARING
INVOICE FORMS
INVOICE
Agency: Fort Worth Bike Sharing
Address: 201 South Calhoun St., Suite 113A
City, State, Zip: Fort Worth, TX 76104
Program: Shamblee Library Bike Sharing Station
Period of Service:
FEIN #
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:
Title:
UDAG Grant Agreement
Fort Worth Bike Sharing — Shamblee Library
Kristen Camareno
Executive Director
Page 20
Rev. 1.28.2017
Attachment II
City of Fort Worth
Neighborhood Services Department
Expenditure Worksheet
Agency: Fort Worth Bike Sharing
Program: Shamblee Library Bike Sharing
Station
„ � � _ 1..
� � `� °� �.Check � � �
. ,�
LineNo : No. ;:: " Date, >Payee.:: . '>Descnption,; ; `: AccountGod"e' Aniount
1
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 Grant Agreement Page 21
Fort Worth Bike Sharing — Shamblee Library Rev. 1.28.2017
EXHIBIT "F"
FORT WORTH BIKE SHARING
PROJECT COMPLETION REPORT
oRTWoRTH; City of Fort Worth
Project Completlon Report
UUAG Agreeme�t - Fort Worth E3ike Sharing
� ���7��7`��F'OR�I�'�'�O1�1��c� '-i'�, .�'..a ��' �.�,�?' ��� 3 ��;�z'w�� "���-z'��'�� � ���� ��''�� �-._�`� � ��-��
e��_.� _�,�_.. �_.y.t �_ �n-, m �:c�- .... �� ..,:-� _ ,._ �.....r��r .. ,_ �.._ . .<-. :�.` -�_��,..�,. �,- -...._.. .i,
Property Owner.
Company/ProJect Name:
Pro)ect Contact: Title:
Telephone: Fax: E-Mail:
Property Owner Address (If t7lfferenU:
Address of Property SubJect to Agreement:
Construction Seart Date: Constnution Completion Date: r
Daee of issuance of the Certfflcate of Occupancy or flnal City "pass inspectfon" report:
'�Please attach a copy of Certlflcate of Occupancy or City "pass inspection° report"
Campany names, addresses, and the amounu paid during the construction period should be attached to thls report. Use of
ihe Excel spreadsheet provided to you by the City of Fort Warth is recommended.
CONSTRUCTION
Total Constructfon Doliars Spent thfs Reporting Perlod (A): $
FORT WORTH COMPANIES
Unless specified otherwise in your agreement, a Fort Worth Company is defined as a business that has a Princlpal Office
Iocated within the corporate limits of the City that provides the produd or service for which credit is sought for purposes of a
specfflc commitment set forth in a gfven agreement.
Total Construction Dollars Spent with Fort Worth Companies (e): $
Percentage of ToYal Construction Doliars Spent with Fort Worth �ompanfes (B/A): °�
MlWBE
A Fort Worth Certtfiecl M/WBE Compa�}y is defined as a rninority or woman-owned business that (i) has recelved cerHfication
as elther a minority business enterprise {MBE), a woman business enterprise {WBE), or a disadvantaged business enterprise
(DEiE) by the North Central Texas Regfonal Certffication Agency (NCTRCA), and (li) has a Principal Offke Iocated within the
corporate Itmits of the City of Fort Worth that provides the product or service for whtch credtt is sought for purposes of a
speciflc comrnitrnent set forth in a given agreement, Please verify that M/WBE vendors are located In Fort Worth 6y
contacting the M/WBE offlce at (817)212-2674 or MWBE.FrontDeskCa�fortworthtexas.aov.
7otal Construction Dollars Spent with �ort Worch Certifled M/WI3E Companies (C�: $
Percentage of Tota( Construction Dollars Spent with Fort Worth Certifled M/WDE Companles (C/A): �o
Copy of Certificate of Occupancy tssued by the City of Fort Worth's Planning and Develapment Oepartment or flnal City
� "pass inspection" report
� A Copy of Certification from the North Centra) Texas Regional Certification pgency for�_MNVBE Vendor.
EXHIBIT C: List of all Company Names, Addresses, Mvoice Numbers, and Amounts Pald During Construction. Clearly note
❑ the Fot't Wotth 8hd Fort WOI'th M/WBE CoMpaNes. (Excel PormaL Use oftlie Excel spreadsheet provlded hy the Cityof Fort Worth Is
recommended.)
UDAG Grant Agreement Page 22
Fort Worth Bike Sharing — Shamblee Library Rev. 1.28.2017
�`��tT W�R�'H
�'
City of Fort Worth
Project Completion Report
UDAG Agreement - Fort Worth Bilce Sharing
in connection with the review of the economic development grant agreement for the rnspective audit term, between the
City of Fort Worth ahd (Company Name) we confirm, to the
best of our knowfedge and belief, the following representations made to the Ciry of Fort Worth:
1 J We are responsible for the information provided in the ProJed Complecion Report.
2J We have made avallable all information that we betieve is relevant to the Project Completfon Report.
3.) We wli) respond fully to all Inqu(rtes 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 thatthe cr(teria
are appropriate for meeting the terms of the agreement.
Name ofGercifying Officer. Phone:
Titie: �-mail:
Signature of Certtfytng Offtcec � Date:
In order to remain eligible for the incentive, you must return the completed report to;
Hand delivery:
City of Fort Worth
Neighborhood Services Department
Attn: Ms. Bette Chapman
908 Monroe
Fort Worth, Texas 76702
By mail:
City of Fort Worth
Neighborhood Services Department
Attn: Ms. Bette Chapman
200 Texas Street
Fort Worth,Texas 76102
You may also forward an electranic copy of the completed report to: Sette.ChapmanC�fortworthtexas.gov .
You must aiso submit one original hard copy of the report and al) attachments to the above stated
physical address for proper filing and review. For assistance please contact Bette Chapman at the e-mail
above or (817)392-6125.
About the Projecc Completion Compliance Review Process
Inftlally, the City af Fart Warth's Iniernal Audtt Department will review the provided list of all Invoices/Pay
Appiications for Total Constructton 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 InvofceslPay Applications to test,
communicate to the Project Contact whfch 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 appiications, copies of cancelled checks, and copies of the general ledger documenting checks
posting to the general ledger. If 5taff is abie to successfully irace 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
informatian, Staff will utilize the information from the sample to form a wnclusion regarding compliance with
the agreement. However, if5tafffinds more than the minimum allowable deviatiohs (Yhis number varies based
upon the sample size), Staff will have to expand the sample size and review more Invoices/Pay Applications.
Therefare, 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
fssues and/or non-compliant categories as they are determined.
UDAG Grant Agreement Page 23
Fort Worth Bike Sharing — Shamblee Library Rev. 1.28.2017
EXHIBIT "G"
FORT WORTH BIKE SHARING
ANNUAL EVALUATION REPORT
INTENTIONALLY DELETED
UDAG Grant Agreement Page 24
Fort Worth Bike Sharing — Shamblee Library Rev. 1.28.2017
EXHIBIT "H"
FORT WORTH BIKE SHARING
AUDIT REQUIREMENTS
INTENTIONALLY DELETED
UDAG Grant Agreement Page 25
Fort Worth Bike Sharing — Shamblee Library Rev. 1.28.2017
EXHIBIT "I"
FORT WORTH BIKE SHARING
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 speciiied 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 thereo£
Commercial General Liabilitv (CGLI Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
Non-Profit Or�anization Liability or Directors & Officers Liabilit�(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
UDAG Grant Agreement Page 26
Fort Worth Bike Sharing — Shamblee Library Rev. 1.28.2017
contractors shall maintain coverages, if applicable. In the event the respective conh•actors do
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 moz•e 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 recoveiy, 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: VIl
or other equivalent insurance industry standard rating otherwise approved by City.
Deductible limits on insurance policies shall not exceed $5,000 per occun�ence 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 shaliprevail.
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 contractar to maintain builders risk insur•ance at the value of the
construction.
UDAG Grant Agreement Page 27
Fort Worth Bike Sharing — Shamblee Library Rev. 1.28.2017
M&C Review
DATE:
CODE:
COUNCIL ACTION: Approved on 8/2/2016
8/2/2016 REFERENCE NO.: **C-27829 LOG NAME:
C TYPE: CONSENT PUBLIC
HEARING:
Page 1 of 2
Official site of the City of Fort Worth, Texas
�ORT��
19NS UDAGBIKESHARE
m
SUBJECT: Authorize Expenditure in the Amount of $30,000.00 of Urban Development Action Grant
Miscellaneous Revenue in the Form of a Grant to Fort Worth Bike Sharing, Inc., for
Installation of a Bike Share Station �ocated in Front of the Shamblee Library at 1062
Evans Avenue in the Evans-Rosedale Urban Village and Authorize Execution of a Grant
Agreement (COUNCIL DISTRICT 8)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize expenditure in the amount of $30,000.00 of Urban Development Action Grant
miscellaneous revenue in the form of a grant to Fort Worth Bike Sharing, Inc., for installation of a bike
share station to be located in front of the Shamblee Library at 1062 Evans Avenue in the Evans-
Rosedale Urban Village;
2. Authorize the City Manager or his designee to execute a Grant Agreement and any related
documents with Fort Worth Bike Sharing, Inc., for a one-year term beginning on the date of
execution;
3. Authorize the City Manager or his designee to extend the contract for six months if such extension
is necessary for completion of the project;
4. Authorize the City Manager or his designee to amend the Grant Agreement if necessary to
achieve project goals provided that the amendment is within the scope of the project and in
compliance with City policies and applicable laws and regulations governing the use of federal funds;
and
5. Authorize reallocation of existing appropriation from unprogrammed funds in the amount of
$30,000.00 to this activity.
DISCUSSION:
Fort Worth Bike Sharing, Inc., proposes to install a bike share station in the Evans-Rosedale Urban
Village. The improvements include the installation of station bases, station docks and kiosks,
communication cables and a solar panel. The $30,000.00 in Urban Development Action Grant
(UDAG) miscellaneous revenue requested by Fort Worth Bike Sharing, Inc., would be used to
purchase all the necessary equipment and to pay for a portion of the installation of the bike share
station. Fort Worth Tax Increment Reinvestment Zone No. 4(Southside TIF) will provide funds for
the remainder of the installation costs.
The funding source for this grant will be lease revenues received by the City under its lease to the
downtown Hilton Fort Worth Hotel (City Secretary Contract No. 11085, as amended and assigned) of
the adjacent underground parking garage, which is owned by the City and was constructed using
UDAG funds received from the United States Department of Housing and Urban Development
(HUD), pursuant to a 1979 Grant Agreement (City Secretary Contract No. 10610). The project is
http://apps.cfwnet.org/council�acket/mc review.asp?ID=21668&councildate=8/2/2016 3/2/2017
M&C Review
Page 2 of 2
located in a Community Development Block Grant-eligible census tract, which qualifies it for the use
of UDAG miscellaneous revenue. The UDAG Grant is closed out and therefore these funds are
considered to be "miscellaneous revenue". The bike share station is a public improvement operated
by a nonprofit commonly known as Fort Worth B-Cycle and will be open to the general public and will
benefit all residents of the area.
Staff has reviewed the project and has determined that it meets federal requirements for use of
UDAG miscellaneous revenue. Staff recommends providing a$30,000.00 grant of these funds to
Fort Worth Bike Sharing, Inc., on the following terms:
• Term of Grant Agreement will be one year with one six-month extension;
• Funds may only be used for purchase of equipment and installation costs;
• Funds will be paid on a reimbursement basis after completion of construction and City's final
inspection.
This project will benefit low and moderate income persons and accomplish the public purpose of
revitalizing the Evans-Rosedale Urban Village by connecting the area to a network of bike stations
located in Downtown, Near Southside, Cultural District, TCU and the Trinity Trails.
The project is located in COUNCIL DISTRICT 8, Mapsco 77K.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations, funds will be
available in the current operating budget, as appropriated, of the Grants Operating Federal
Fund. This is a reimbursement grant.
Fund Department Account Project
ID ID
21003 0190463 5330201 G00066
FROM
Fund Department Account Project
ID ID
21003 0190463 5330201 G00066
Submitted for City Manager's Office bv:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
EvansRosedaleBikeShareMap.pdf
Form 1295.pdf
rogram I Activity ( Budget
Year
rogram Activity Budget
Year
991999
Femando Costa (6122)
Aubrey Thagard (8187)
Avis Chaisson (6342)
Bette Chapman (6125)
eference # Amount
hartfield 2)
$30 000.
eference # Amount
hartfield 2)
$30.000.
http://apps.cfwnet.org/council�acicet/mc review.asp?ID=21668&councildate=8/2/2016 3/2I2017
CERTIFICATE OF INTERESTED PARTIES
FORnn 1295
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 entiry filing form, and the ciry, state and country of the business entiry's place Certificate Number:
of business. 2016-69713
Fort Worth Bike Sharing
Fort Worth, TX United States Date Filed:
2 Name of yovernnientai entity or state agency that is a party to tlie contract tor wliich the form is 06/13/2016
being filed.
City of Fort Worth Date Ac�rfovyl �d �d
�� / /
3 Provide the identification nwnl�er used by the yovernmental entiry or state agency to track or identify the confract, and �Sr ide a
description of the services, goods, or other property to be provided under the contract.
1062EvansFWBS
installation of a bike share station located at 1062 Evans Ave.
Nature of interest
4
Name of Interested Party City, State, Country (place of business) (check applicable)
Controllinc� Intermediary
5 Checlt only if tliere is NO Interestecl Party. ❑
X
B AFFIDAVIT I swear, or affirm, under penalry of perjury, that the above disclosure is true and correct.
000�x�o
��,�„ SELENA A 8ANCM��
�' � Notary Publlo
��t; STATE OF TEXAS
'�+` oo'�` My Comm. Exp. 11-18-17 Signature of audiorized ac�ent of contracting 6usiness entiry
AFFIX IVOTARY STAMP / SEAL ABOVE
Sworn to �nd subscribed before me, by the said 1\( ��-j �� l[`�i�( � �1 , this the � day of �'� �� ,
20 ��F , to certify which, witness my hand and seal of of(ice.
�
�, 2 �.Q,Y 50�� �xl,�� I��'
ature of o(ficer'�drni ' rin oath Printed name of o icer administering oath Title of officer administering oath
Forms �rovidecl bv Texas Ethics Commission www.ethics.state.tx.us Version V1.0.1021
�