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HomeMy WebLinkAboutContract 49014 CITY SECRETARY /,p�� CONTRACT NO. %% STATE OF TEXAS § COUNTY OF TARRANT § This contract("Contract")is made and entered into by and l)etween the City of Fort Worth ("City"), a Texas municipal corporation, and the Board of Trustees of the Fort Worth Independent School District ("FWISD"), a political subdivision of the State of Texas and a legally constituted Independent School District. City and FWISD may be referred to individually as a"Party"and jointly as"the Parties". The Parties state as follows: WHEREAS, City receives grant monies from the United States Department of Housing and Urban Development through the Community Development Block Grant ("CDBG")Program, Catalog of Federal Domestic Assistance No, 14.2.18; WHEREAS, a national objective of the CDBG Program is to benefit low and. moderate income persons in accordance with the CDBG Regulations at 24 CFR Parts 570.200 and 570,208; WHEREAS, FWISD provides educational services for adults whose households are primarily low and moderate income; WHEREAS, the City of Fort Worth is the owner of the real property previously known as Old Fire Station No. 10 located at 2800/2804 Lipscomb Avenue and 2801 College Avenue which it currently leases to FWISD to operate an educational center in the existing building on the property; WHEREAS, the City Council approved the use of CDBG funds for rehabilitation expenses for Old Fire Station No. 10 in order to continue to operate an educational center (M&C C-23793); and has approved the sale of the building and adjacent lots to FWISD (M&C C-26707); WHEREAS,FWISD proposes to use CDBG funds for rehabilitation of a portion of the existing building and construction of a playground adjacent to the educational center, all of which will benefit low and moderate income City citizens; NOW, THEREFORE, in consideration of the mutual covenants, obligations and responsibilities contained herein, including at] Exhibits and Attachments, and subject to the terms and conditions hereinafter stated,the Parties understand and agree as follows: 1. IN("ORPORATION OF RECITALS. City and FWISD hereby agree that the recitals set forth above are true and correct and form the basis upon which the Pa have entered into this Contract. OF*Educationna RECORD CI Fa xA17 c CDBG CONSTRUCTION CONTRACT ab M99FIFORTwCaRTH r Fort Worth Independent School District Firehouse 10 4-0681 UCRElARY b r � ��b � z tWd 2. DEFINITIONS. In addition to terms defined in the body of this Contract, the following terms shall have the definitions ascribed to them as follows: Area Median Income or AMI means the median family income for the Fort Worth- Arlington metropolitan statistical area as set annually by HUD. Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity Ordinance, Ordinance No.20020-12-2011. CDBG means Community Development Block Grant. CDBG Funds means the CDBG grant funds supplied by City to FWISD under the terms of this Contract. CDBG Regulations means regulations found at 24 CFR Part 570 et seq. CDBG Requirements means the(i)rehabilitation of the second floor of the building in order to receive a Certificate of Occupancy, install an ADA accessible elevator and renovate an existing restroom in the building; (ii)construction of a playground on the Property; and during the Performance Period,the (iii)operation of an educational center in the building that provides educational services to a population 51% of whom are Income Eligible Clients; (iv)collection of Client Documentation from all clients served by the educational programming offered by FWISD in the building; and(v)complying with all applicable provisions of the CDBG Regulations. Client Documentation means the City's Certification of Income Statement attached hereto as part of Exhibit"G"—Documentation of CDBG Requirements. Complete Documentation means the following documentation as applicable: • Attachments I and II,with supporting documentation as follows: o Proof of expense: copies of timesheets, invoices, leases, service contracts or other documentation showing the nature of the cost and that payment is due by FWISD. o Proof of payment: cancelled checks, bank statements, or wire transfers necessary to demonstrate that amounts due by FWISD were actually paid by FWISD. • Other documentation: (i) final lien releases signed by FWISD's general contractor or subcontractors,if applicable;(ii)copies of all City permits and City-issued "pass" inspections for construction work; (iii) documentation showing compliance with BDE or DBE bidding process for procurement or Contract activities, if applicable; (iv) proof of contractor, vendor or subcontractor eligibility as described in Section 6.6; and (v) any other documents or records reasonably necessary to verify costs spent and regulatory compliance for the project. C1713G CONSTRUCTION CONTRACT Page 2 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 0 Complete Documentation shall meet the standards described in the attached Exhibit"J"—Standards for Complete Documentation. Completion means the substantial completion of the rehabilitation of the building as evidenced by a Neighborhood Services Department Minimal Acceptable Standard Inspection Report, a HUD Compliance Inspection Report, all applicable City final inspection approvals, and verification that the National Objective has been met. Completion. Deadline means 2 years from the Effective Date. DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26. Deed of Trust means the deed of trust from FWISD ISD in favor of City covering the Property and securing the indebtedness evidenced therein as well as FWISD's performance of the requirements of this Contract and of the CDBG Regulations,as the same may be extended, amended, restated, supplemented or otherwise modified from time to time. The form of the Deed of Trust is attached as part of Exhibit"E"—Loan Documents. Director means the Director of the Neighborhood Services Department. Effective Date means the date this Contract is fully executed by the Parties as shown on the signature page. FWISD means the Fort Worth Independent School District. HUD means the United States Department of Housing and Urban Development. IDIS means Integrated Disbursement Information System,HUD's project tracking system. Income Eligible Client means a client whose annual income adjusted for family size does not exceed 80% of AMI using the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances. The definition of annual income to determine client income eligibility shall be the definition contained in 24 CFR Part 5.609, as amended from time to time. Loan Documents means security instruments,including without limitation the Promissory Note and Deed of Trust, or any other similar instruments evidencing, securing or guaranteeing City's interest in the project and further evidencing,securing,or guaranteeing FWISD's performance of the CDBG Requirements during the Performance Period, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. Loan means the CDBG Funds provided to FWISD by City in the form of a forgivable deferred payment loan under the terms of this Contract as more particularly described in the Loan Documents. CDBG CONSTRUCTION CONTRACT Page 3 Fort Worth Independent School District):irchouse 10 Educational Center Rev 04-05-17 National Objective means at least 51%of the clients served during the Performance Period by IiWISD with the Program at the educational center operated in the building must be Income Eligible Clients. Neighborhood Services Department means the City's Neighborhood Services Department, created on February 17,2015 in Ordinance No. 21651-02-2015. Performance Period means the period beginning on the Effective Date and ending 5 years later during which FWISD will fulfill the CDBG Requirements and meet the National Objective, and will comply with all other terms and conditions of this Contract and the Loan Documents. Plans means the plans and specifications for the Required Improvements prepared by FWISD's architect which have been delivered to and reviewed and approved by City on or before the Effective Date, and any amendments and change orders thereto approved by City. Program means the educational services provided by FWISD in the building more particularly described in Exhibit"A"—Project Summary and Scope of Work and Exhibit"K"—Services Performed. Promissory Note means the note in the amount of the CDBG Funds executed by FWISD payable to the order of City as the same may be extended,amended,restated,supplemented or otherwise modified from time to time. The form of the Promissory Note is attached as part of Exhibit"E"—Loan Documents. Property means the land on which the Required Improvements shall be constructed as more particularly described in and encumbered by the Deed of Trust. Reimbursement Request means all reports and other documentation described in Section 10. Required Improvements or the project means all the improvements to the Property for use as an educational center, together with all fixtures, tenant improvements, if any, and appurtenances now or later to be located on the Property and/or in such improvements. A list ofthe specific improvements to the second story of the building is shown in the attached Exhibit "A" - Project Summary and Scope of Work. The building located on the Property will be commonly known as Firehouse 10 Educational Center(sometimes referred to herein as the "building"). The street address of the project is 2800/2804 Lipscomb Avenue and 2801 College Avenue, Font Worth,Texas 76110. Section 504 requirements means the requirements of Section 504 of the Rehabilitation Act of 1973 (29 USC 794 et seq.) and 24 CFR Part 8. Section 504 prohibits recipients of federal funds from excluding any qualified persons from participating or receiving benefit from,any federally-funded program or activity based solely on the person's disability. CDBG CONSTRUCTION CONTRACT Page 4 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 Unduplicated Client means a client served by FWISD with the Program at least once during each year of the Performance Period beginning October 1 of each calendar year. Clients served more than once during each year of the Performance Period shall only be counted the first time they are served when determining the total count of Unduplicated Clients. Unduplicated Client Data Report - Attachment III means the report listing each Unduplicated Client served during a calendar month along with such client's demographic information attached hereto as part of Exhibit «Ga} — Documentation of CDBG Requirements. 3. TERM. 3.1 Term of Contract. The term of this Contract begins on the Effective Date and terminates in 2 years unless earlier terminated as provided in this Contract. 3.1.1 Extension of Contract. This Contract may be extended for I year upon FWISD submitting a request for an extension in writing at least 60 days prior to the end of the Contract terra. The request for an extension shall include the reasons for the extension and FWISD's anticipated budget, construction schedule and goals for the extended term. It is specifically understood that it is within City's sole discretion whether to approve or deny FWISD's request for an additional term. Any such extension shall be in the form of an amendment to this Contract. 3.2 Term of Loan. The term of the Loan shall commence on the date of the Promissory Note and terminates at the expiration of the Performance Period so long as the terms and conditions of this Contract and the Loan Documents have been met. 4. DUTIES AND RESPONSIBILITIES OF CITY. 4.1 Provide CDBG Funds. City shall provide up to $400,000.00 of CDBG Funds in the form of the Loan for eligible expenses under the terms and conditions of this Contract and the Loan Documents. 4.2 City Will Monitor. City will monitor the activities and performance of FWISD and any of its contractors, subcontractors or vendors throughout the Performance Period, but no less than annually. Monitoring by City will include monitoring whether FWISD is meeting the National Objective and the CDBG Requirements during the Performance Period. CDBG CONSTRUCTION CONTRACT Page 5 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 S. DUTIES AND RESPONSIBILITIES OF FWISD. 5.1 Construction of Required Improvements. FWISD will complete the Required Improvements as described in Exhibit"A"— Project Summary and Scope of Work in accordance with the Plans,the schedule set forth in Exhibit"C"—Construction and Reimbursement Schedule,and the terms and conditions of this Contract. 5.2 Use of CDBG Funds. 5.2.1. Compliance with CDBG Regulations and Contract. FWISD shall be reimbursed for eligible project costs with CDBG Funds only if City determines in its sole discretion that: 5.2.1.1 Costs are eligible expenditures in accordance with CDBG Regulations. 5.2.1.2 Costs are in compliance with this Contract and are reasonable and consistent with industry norms. 5.2.1.3 Complete Documentation, as applicable, is submitted by FWISD. 5.2.2. Budget. FWISD agrees that CDBG Funds will be paid in accordance with Exhibit `B"— Budget and Exhibit"C" --Construction and Reimbursement Schedule. FWISD may increase or decrease line item amounts in the Budget with the Director's prior written approval, which approval shall be in the Director's sole discretion. Any such increase or decrease in line items in the Budget shall comply with Section 5.2.1, Exhibit "A" — Project Summary and Scope of Work, and shall not increase the total amount of CDBG Funds. 5.2.3 Change in Budget. 5.2.3.1 FWISD will notify City promptly of any additional funds it receives for construction of the project, and City reserves the right to amend this Contract in such instances to ensure compliance with HUD regulations governing cost allocation. 5.2.3.2 FWISD agrees to utilize the CDBG Funds to supplement rather than supplant funds otherwise available for the project. 5.3 Payment of CDBG Funds to FWISD. CDBG Funds will be disbursed to FWISD upon City's approval of FWISD's Reimbursement Requests, including submission of Complete Documentation to City in compliance with Section 10. It is expressly agreed by the Parties that any CDBG Funds not reimbursed to FWISD upon completion of the Required Improvements shall remain CDBG CONSTRUCTION CONTRACT Page 6 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 with City. 5.4 Identify Project Expenses Paid with CDBG Funds. FWISD will keep accounts and records in such a manner that City may readily identify and account for project expenses reimbursed with CDBG Funds. "These records shall be made available to City for audit purposes and shall be retained as required hereunder. 5.5 Acknowledgement of City Payment of CDBG Funds. Within 90 days of Completion, FWISD shall sign an acknowledgement that City has paid all CDBG Funds due under this Contract,or shall deliver a document executed by an officer of FWISD identifying with specificity all or any portion of the CDBG Funds that City has not paid to FWISD. After receipt of said document, City shall determine if City has any further obligation under the terms herein to pay FWISD any more CDBG Funds. FWISD and City agree to work together in good faith to determine if any further CDBG Funds are due to FWISD,but City in its sole discretion shall make the final determination as to whether any such CDBG Funds are still due after consideration of FWISD's performance of its obligations under this Contract including FWISD's performance of the CDBG Requirements. 5.6 Security for City's Interest and FWISD's Performance. To secure City's interest in the Required Improvements and the performance of the CDBG Requirements and any of FWISD's other obligations hereunder, including meeting the National Objective; FWISD shall execute the Loan Documents and record the Deed of Trust encumbering the Property prior to having any construction materials delivered to the Property or commencing any work on the Required Improvements, No CDBG Funds will be paid or reimbursed until the Loan Documents are executed and the Deed of Trust is recorded. 5.6.1 Loan Terms and Conditions. FWISD will be required to: 5.6.1.1 Execute the Promissory Note and Deed of Trust, along with any other Loan Documents required by City. 5.6.1.2 Provide City with ., Mof:tgagee's Policy of title ins...,mee ... the amount„ of the_L_an. 5.6.1.3 Pay all costs associated with closing the Loan. 5.6.1.4 At least t business a '-efore closing provide City with an estimated settlement..t statement 5.6.1.5 Ensure City's lien is in first lien position unless otherwise approved in writing by City. In addition, City must approve in writing any secured financing for the Required Improvements that is to be subordinate to the Loan. CDBG CONSTRUCTION CONTRACT Page 7 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 5.6.1.6 The term of the Loan shall be as specified in Section 3.2. 5.6.1.7 No interest shall accrue on the Loan provided that FWISD complies with the terms and conditions of the Loan Documents. 5.6.1.8 The Loan is a forgivable deferred payment loan. Repayment of the CDBG Funds will only be required if (i) the public facility located on the Property and rehabilitated with the CDBG Funds does not benefit Income Eligible Clients and meet the National Objective during the Performance Period, (ii) FWISD does not meet the CDBG Requirements, or (iii) FWISD does not otherwise comply with the terms of this Contract, the Loan Documents, or the CDBG Regulations. If repayment is required for any of the reasons stated in this paragraph, and subject to any direction or instruction from HUD regarding repayment, FWISD must, at FWISD's election, either (x) repay City the total amount of the CDBG Funds, (y)pay to City the fait-market value of the Property as set by a current appraisal less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, and improvements to, the Property, or (z) convey the Property back to City at no cost to City; upon satisfaction by FWISD of(x), (y) or (z), above, FWISD shall have no further obligation under the Loan or any of the Loan Documents(including the Promissory Note and Deed of Trust securing same which shall be deemed fully paid and discharged and released of record). 5.6.1.9 Early repayment of the Loan shall not relieve FWISD of its obligations under this Contract or the CDBG Regulations including but not limited to meeting the CDBG Requirements and the National Objective. The Deed of Trust shall secure both repayment of the CDBG Funds, if required, and performance by FWISD of its obligations under this Contract and the requirements of the CDBG Regulations during the Performance Period. 5.6.1.10 Refinancing of the Loan or any approved subordinate refinancing shall require City's prior written approval for the purpose of ensuring compliance with the CDBG Requirements, which approval shall not be unreasonably conditioned or withheld. 5,6.1.11 Failure by FWISD to comply with this Section 5.6 will be an event of default under this Contract and the Loan CDBG CONSTRUCTION CONTRACT Page 8 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-45-17 Documents. 5.7 CDBG Requirements and National Objective. FWISD shall ensure that the CDBG Requirements and the National Objective are met throughout the Performance Period. 5.8 CDBG Requirements and National Objective Survive Transfer. Any sale or transfer of the Property during the Performance Period, excluding a transfer due to condemnation or to obtain utility services, will require that the new owner or transferee assume in writing FWISD's obligations under this Contract to meet the CDBG Requirements and the National Objective. Failure of the new owner or transferee to assume all of FWISD's obligations under this Contract will result in termination of the Contract and FWISD must repay City in accordance with the provisions of Section 5.6.1.8 within 30 days of termination under this Section. If such sale or transfer takes place after the termination of this Contract but before the end of the Performance Period, the new owner or transferee must assume all of FWISD's obligations under this Contract that survive its termination as set forth herein including but not limited to the CDBG Requirements and meeting the National Objective. If the new owner or transferee does not assume FWISD's surviving obligations hereunder, then FWISD must repay City in accordance with the provisions of Section 5.6.1.8 within 30 days of written notice by City or City may pursue any of its remedies under this Contract or the Loan Documents. 6. CONSTRUCTION 6.1. Construction Schedule. FWISD will construct the Required Improvements in accordance with the schedule set forth in the attached Exhibit "C" — Construction and Reimbursement Schedule. FWISD shall not begin construction of the Required Improvement until City sends a Notice to Proceed. FWISD's failure to meet the Construction Schedule shall be an event of default. FWISD may not change the Construction Schedule without the Director's prior written approval,which approval shall be in the Director's sole discretion. 6.1.1 Construction Inspections. The construction of the Required Improvements must pass a Neighborhood Services Department Minimal Acceptable Standard Inspection, a HUD Compliance Inspection and any other applicable HUD-required inspections during the construction period, along with any applicable City final inspection approval at the completion of construction of the Required Improvements. 6.2 Applicable Laws,Buildinr;Codes and Ordinances. The Plans for the Required Improvements shall(i)conform to all applicable federal, state, City and local Iaws, ordinances, codes, rules and regulations, including the CDBG Regulations; (ii) meet all City building codes, and (iii) cannot deviate from the items approved as part of the Environmental Review Record required by 24 CFR Part 58 as more particularly described in Section 8.1 and in Exhibit "A"—Project Summary and Scope of Work. CDBG CONSTRUCTION CONTRACT Page 9 Fort Worth Independent School District Firehouse I0 Educational Center Rev 04-05-17 6.3 Property Standards During_Construction. FWISD shall comply with the requirements as relates to City's property standards as well as all applicable accessibility standards for the Required Improvements. FWISD shall comply with the requirements of 24 CFR 570.614 and Section 504 requirements prescribing standards for the design, construction or alteration of any building or facility intended to be accessible to the public or which may result in the employment of handicapped persons therein. If applicable, FWISD must submit Texas Department of Licensing and Regulation ("TDLR") certificates for compliance with TDI,R's accessibility standards at Completion. 6.4 Lead-Based Paint Requirements. If applicable, FWISD will comply with federal lead-based paint requirements including lead screening in housing built prior to 1978 in accordance with 24 CFR Part 570.608 and 24 CFR Part 35, subparts A, B, 7, K, M, and R, and the Lead: Renovation, Repair and Painting Program Final Rule, 40 CFR Part 745, in any construction and/or rehabilitation of the Required Improvements. 6.5 Approval of Plans by City Not Release of Responsibility. Approval of the Plans by City shall not constitute or be deemed (i) to be a release of the responsibility or liability of FWISD or any of its architects, contractors or subcontractors, or their respective officers, agents, employees and lower tier subcontractors,for the accuracy or the competency of the Plans, including, but not limited to, any related investigations, surveys, designs, working drawings and specifications or other related 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 related documents by FWISD or any of its architects,contractors or subcontractors,and their respective officers, agents,employees and lower tier subcontractors. 6.6 Contractor,Vendor and Subcontractor_Requirements. FWISD will use commercially reasonable efforts to ensure that all contractors or vendors utilized by FWISD in the construction of the Required Improvements or subcontractors utilized by FWISD's general contractor are appropriately licensed and such licenses are maintained throughout the construction of the Required Improvements. FWISD shall ensure that all subcontractors or vendors utilized by FWISD or subcontractors utilized by FWISD's general contractor in the construction of the Required Improvements are not debarred or suspended from performing the contractor's, subcontractor's or vendor's work by the City, the State of 'Texas, or the federal government. FWISD acknowledges that 24 CFR Part 85.35 forbids FWISD from hiring or continuing to employ any contractor,subcontractor or vendor that is listed on the Federal Excluded Parties List System for Award Management, www.sam.gov ("SAM"). FWISD must confine by search of SAM that all contractors, subcontractors or vendors are not listed as being debarred,both prior to hiring and prior to submitting a Reimbursement Request which includes invoices from any such contractor, subcontractor or vendor. Failure to submit suchrp oofs of search shall be an event of default. In the event that City determines that any contractor, subcontractor or vendor has been debarred, suspended, or is not properly licensed, FWISD or FWISD's general contractor shall immediately cause CDBG CONSTRUCTION CONTRACT Page 10 Fort Worth Independent School District Firehouse 10 Educational Center Iter 04-05-17 such contractor, subcontractor or vendor to stop work on the Required Improvements and FWISD shall not be reimbursed for any work perrormed by such contractor,subcontractor or vendor. However, this Section should not be construed to be an assumption of any responsibility or liability by City for the determination of the legitimacy, quality, ability, or good standing of any contractor, subcontractor or vendor. FWISD acknowledges that the provisions of this Section pertaining to SAM shall survive the termination of this Contract and be applicable for the length of the Performance Period. 6.7 Furnish Complete Set of"As Built" Plans FWISD shall finish City a complete set of "as built" plans for the Required Improvements at completion of construction after all final approvals have been obtained. 7. DOCUMENTATION OF COMPLIANCE WITH CDBG REGULATIONS DURING PERFORMANCE PERIOD. 7.1 Client Documentation. 7.1.1 Income Eligibility. FWISD must use the definition of annual income in 24 CFR 5.649 to establish client eligibility and shall use the most current HUD Income Limits. The income of all FWISD clients who receive services in the building,whether Program clients or otherwise,must be documented the first time any such client is served. FWISD shall maintain Client Documentation sufficient to enable City to verify that a minimum of 51% of the clients served by the Program or otherwise by FWISD in the building are Income Eligible Clients. Any client whose income has not been verified will be deemed to not be an Income Eligible Client. FWISD must maintain copies of CIient Documentation on all clients for 5 years following the expiration of the Performance Period. This Section shall survive the earlier termination or expiration of this Contract. 7.1.2 Income Verification. FWISD must verify all new clients' income with a verifiable self-certification of each client's income such as the City's Certification of Income Statement attached hereto as part of Exhibit "G" — Documentation of CDBG Requirements. City will review Client Documentation at least annually during the Performance Period as part of its monitoring. FWISD must maintain copies of all Client Documentation for 5 years following the expiration of the Performance Period. This Section shall survive the earlier termination or expiration of this Contract. 7.1.3 Client Demographic Data/Household Characteristics. FWISD shall provide City with the information about the demographic data, household characteristics and income of all FWISD clients served in the building, whether Program clients or not, on the Unduplicated Client Data Report - Attachment III, attached hereto as part of Exhibit "G" — Documentation of CDBG Requirements, quarterly throughout the Performance Period. The quarterly reports shall be due to City in accordance with the schedule set out in Exhibit"G". 7.1.3.1 All FWISD clients who receive services in the building, CDBG CONSTRUCTION CONTRACT Page I I Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 whether Program clients or not, must be reported to City on the Unduplicated Client Data Report-Attachment III the first time any such client is served by FWISD during each year of the Performance Period. A new year of the Performance Period for reporting Unduplicated Clients begins October 1 of each calendar year. 7.1.3.2 Any FWISD client whose income has not been verified or who has not been reported on the Unduplicated Client Data Report-Attachment III will be deemed to not be an Income Eligible Client and shall not be included in the 51%. 7.2 Services Provided in the Building. Grant funds from the CDBG Program were used to rehabilitate the building therefore City and FWISD agree that the Program must meet the National Objective. 7.3 Property Standards During Performance Period. FWISD shall ensure that the building in general and the Required Improvements specifically are maintained in good order and repair and in accordance with all applicable City and HUD property standards for the duration of the Performance Period, which at a minimum shall be those property standards required by City codes,the CDBG Regulations and the Section 504 requirements. FWISD will allow City to make on-site inspections of the educational center to verify maintenance of the building and the Required Improvements if City requests such an inspection; provided however, City has no obligation to inspect the premises. FWISD must maintain the building's status as eligible for the National Register of Historic Places as determined by the Texas Historical Commission. 7.4 Program Income. Income from the use of the building, if any, is hereby assigned to FWISD. A summary report of income earned must be provided annually to City during the Performance Period using Exhibit"M"—Report of Program Income. City has the right to monitor activities on the Property which generate program income, and activities on which program income is spent to ensure that such activities aid in maintaining the building and other improvements to the Property in order for FWISD to deliver services in the building that meet the National Objective. 8. ADDITIONAL REQUIREMENTS. FWISD agrees to comply with all requirements of the CDBG Program as stated in the CDBG Regulations, including,but not limited to the following: 8.1 Environmental Review. Funds will not be paid, and costs cannot be incurred until City has conducted and completed an Environmental Review Record as required by 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify, or cancel the CDBG CONSTRUCTION CONTRACT Page 12 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 project. Further, FWISD will not undertake or commit any funds to physical or choice limiting actions including if applicable property acquisition, demolition, movement, rehabilitation,conversion,repair or construction prior to the environmental clearance. Any violation of this provision will(i)cause this Contract to terminate immediately; (ii)require FWISD to repay City in accordance with the provisions of Section 5.6.1.8 within 30 days of termination under this Section and forfeit any future payments of CDBG Funds. 8.1.2 Mitigation. FWISD must take the mitigation actions outlined in Exhibit "A-2" — EnvironmentaI Mitigation Actions. Failure to complete any required mitigation action is an event of default under this Contract. 8.2 Contract Does Not Constitute a Commitment of Funds. Notwithstanding any provision of this Contract, the Parties agree and acknowledge that this Contract does not constitute a commitment of CDBG Funds, and that such commitment or approval may occur only upon satisfactory completion of an Environmental Review Record and receipt by City of an authorization to use grant funds from HUD under 24 CFR fart 58. 8.3. Monitoring. 8.3.1 FWISD understands and agrees that it will be subject to monitoring by City for compliance with the CDBG Regulations and this Contract for the duration of this Contract and the Performance Period. FWISD will provide access to all files related to the project or Contract activities and services as requested by City for 5 years after the end of the Performance Period, and will meet all the reporting requirements set out in this Contract. This Section shall survive the earlier termination or expiration of this Contract. 8.3.2 Representatives of City, HUD, HUD Office of Inspector General, and the United States Comptroller General shall have access during regular business hours, upon 48 hours' prior notice, to FWISD's offices and records that are related to the use of the CDBG Funds, the CDBG Requirements and the National Objective, and to FWISD's officers, directors, agents, employees, contractors and subcontractors for the purpose of such monitoring. 8.3.3 In addition to other provisions of this Contract regarding frequency of monitoring, City reserves the right to perform desk reviews or on-site monitoring of FWISD's compliance with the terms and conditions of this Contract and the Loan. After each monitoring visit, City shall provide FWISD with a written report of the monitor's findings. If the monitoring report notes deficiencies in FWISD's performance,the report shall include requirements for the timely correction of said deficiencies by FWISD. Failure by FWISD to take the action specified in the monitoring report may be cause for suspension or termination of this Contract as provided herein, or City may take all actions allowed in the Loan Documents. CDBG CONSTRUCTION CONTRACT Page 13 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 8.3.4 FWISD shall annually provide City the results of any state or federal monitoring related to the project or the Program. Such results shall be submitted annually to City with the submission of its annual audit and financial statements. 8.3.5 This Section 8.3 shall be applicable for the duration of the Contract term, the Perfor►nance Period and for 5 years thereafter and shall survive the earlier termination or expiration of this Contract. 8.4 Compliance with the Uniform Relocation Act. If applicable,FWISD shall comply with the relocation requirements of 24 CFR Part 580.606 and all other applicable federal and state laws and City ordinances and requirements. 8.5 Compliance with Davis-Bacon. If applicable, FWISD and its general contractor and all lower tier subcontractors will comply with the Davis-Bacon Act as described in Section 14.14 and Exhibit "H"---- Davis-Bacon Requirements -Federal Labor Standards Provisions. 8.6 FWISD Procurement Standards. 8.6.1 FWISD shall establish written procurement procedures to ensure that materials and services are obtained in a cost effective manner. FWISD shall comply with all applicable federal, state and local laws, regulations, and ordinances for making procurements under this Contract. 8.7 Cost Principles/Cost Reasonableness. As applicable,the eligibility of costs incurred for performance rendered shall be determined in accordance 2 CFR Part 200.400 through 2 CFR Part 200.475,regarding cost reasonableness and allocation. 8.8 Financial Management Standards. FWISD agrees to adhere to the accounting principles and procedures required in 2 CFR Part 200, utilize adequate internal controls, and maintain necessary supporting and back-up documentation for all costs incurred in accordance with 2 CFR Part 200.302 and Part 200.303. 8.9 Uniform Administrative Requirements. As applicable, FWISD will comply with the Uniform Administrative Requirements,Cost Principles,and Audit Requirements for Federal Awards in 2 CFR Part 200, or any reasonably equivalent procedures and requirements that City may require. 8.10 Compliance with FIiATA and Whistleblower_Protections. FWISD shall provide City with all necessary information for City to comply with the requirements of 2 CFR Part 300(b), including provisions of the Federal Funding Accountability and Transparency Act ("FFATA") governing requirements on executive compensation and provisions governing whistleblower protections contained in 10 U.S.C. 2409,41 U.S.C. 4712, 10 U.S.C. 2324,41 U.S.C. 4304 and 41 U.S.C. 4310. CDBG CONSTRUCTION CONTRACT Page 14 Fort Worth Independent School District Firehouse 10 Fducational Center Rev 04-05-17 8.10.1 FWISD shall provide City its DUNS number prior to the payment of its first Reimbursement Request. 8.11 Internal Controls. In compliance with the requirements oft CFR Part 200.303, FWISD shall: 8.11.I Establish and maintain effective internal control over the CDBG Funds that provides reasonable assurance that FWISD is managing the CDBG Funds in compliance with federal statutes, regulations, and the terms and conditions of this Contract. These internal controls shall be in compliance with guidance in "Standards for Internal Control in the Federal Government"issued by the Comptroller General of the United States or the "Internal Control Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission("COSO"); 8.11.2 Comply with federal statutes, regulations, and the terms and conditions of this Contract; 8.11.3 Evaluate and monitor FWISD's compliance with statutes, regulations and the terms and conditions of this Contract; 8.11.4 Take prompt action when instances of noncompliance are identified including noncompliance identified in audit findings;and 8.11.5 Take reasonable measures to safeguard protected personally identifiable information and other information that HUD or City designates as sensitive or FWISD considers sensitive consistent with applicable federal,state,local and tribal laws regarding privacy and obligations of confidentiality. 8.12 Copyright and Patent Riahts. No reports, maps, or other documents produced in whole or in part under this Contract shall be the subject of an application for copyright by or on behalf of FWISD. HUD and City shall possess all rights to invention or discovery, as well as rights in data which may arise as a result of FWISD's performance under this Contract. 8.13 Terms Applicable to Contractors, Subcontractors and Vendors. FWISD understands and agrees that all terms of this Contract,whether regulatory or otherwise,shall apply to any and all contractors, subcontractors and vendors of FWISD which are in any way paid with CDBG Funds or who perform any work in connection with the Required Improvements. FWISD shall cause all applicable provisions of this Contract to be included in and made a part of any contract or subcontract executed in the performance of its obligations hereunder, including if applicable its obligations regarding the CDBG Regulations, the CDBG Requirements and the National Objective during the Performance Period. FWISD shall monitor the services and work performed by its contractors, subcontractors and vendors on a regular basis for compliance, as applicable, with the CDBG Regulations, the CDBG Requirements and the National Objective as well as the Contract provisions. FWISD must cure all violations of the CDBG Regulations CDBG CONSTRUCTION CONTRACT Page 15 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 committed by its contractors, subcontractors or vendors. City maintains the right to insist on FWISD's full compliance with the terms of this Contract and the CDBG Regulations and FWISD is responsible for such compliance regardless of whether actions taken to fulfill the requirements of this Contract are taken by FWISD or by FWISD's contractors, subcontractors or vendors. FWTSD acknowledges that the provisions of this Section shall survive the earlier termination or expiration of this Contract and be applicable for the length of the Performance Period and for 5 years thereafter. 8.14 Payment and Performance Bonds. Subject to the requirements of 24 CFR Part 85.36(h),FWISD shall furnish City with payment and performance bonds in a form acceptable to City in the amount of the construction cost for the Required Improvements but not Iess than$400,000.00. 8.15 Uniform Administrative Requirements. FWISD will comply with the Uniform Administrative Requirements set forth in 24 CFR Part 570.502, or any reasonably equivalent procedures and requirements that City may require. 9. RECORD KEEPING REPORTING AND DOCUMENTATION REOUIREMENTS; AUDIT. 9.1 Record Keeping FWISD shall maintain a record-keeping system as part of its performance of this Contract and shall promptly provide City with copies of any document City deems necessary for the effective fulfillment of City's monitoring and evaluation responsibilities. Specifically, FWISD will keep or cause to be kept an accurate record of all actions taken and all funds spent, with supporting and back-up documentation, as well as all Client Documentation. FWISD will maintain all records and documentation related to this Contract for 5 years after the expiration of the Performance Period. If any claim,litigation, or audit is initiated before the expiration of the 5 year period,the records must be retained until all such claims,litigation or audits have been resolved. 9.1.2 Access to Records. City, HUD and any duly authorized officials of the federal government will have full access to, and the right to examine, audit, excerpt and/or transcribe any of FWISD's records pertaining to all matters covered by this Contract throughout the Performance Period and for 5 years thereafter. Such access shall be during regular business hours and upon at least 48 hours' prior notice. 9.2 Reports. FWISD will submit to City all reports and documentation described in this Contract, in such form as City may prescribe. FWISD may also be required to submit a final performance and financial report if required by City at the termination of this Contract and/or the termination of the Loan in such form and within such times as City may prescribe. Failure to submit any report or documentation described in this Contract to City shall be an event of default of this Contract and City may exercise all of it remedies for default under this Contract and Loan Documents. CDBG CONSTRUCTION CONTRACT Page 16 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-0517 CDBG CONSTRUCTION CONTRACT Page 17 Fart Worth independent School District Firehouse I0 Educational Center Rev 04-05-17 9.2.1 Additional Information. FWISD shall provide City with additional information as may be required by federal or state agencies to substantiate CDBG activities and/or expenditure eligibility. 9.3 Change in Reporting Requirements and Forms. City retains the right to change reporting requirements and forms at its discretion. City will notify FWISD in writing at least 30 days prior to the effective date of such change, and the Parties shall execute an amendment to the Contract reflecting such change if necessary. 9.4 Audit. 9.4.1 Entities that Expend$750,000 or more in Federal Funds Per Year. All non-federal entities that expend$750,000 or more in federal funds within 1 year, regardless of the source of the federal award,must submit to City an annual audit prepared in accordance with specific reference to 2 CFR Part 200.501 through Part 200.521. If applicable, the audit shall cover FWISD's fiscal years during which this Contract is in force. The audit must be prepared by an independent certified public accountant, be completed within 6 months following the end of the period being audited and be submitted to City within 30 days of its completion. FWISD's audit certification is attached hereto as EXHIBIT "C"—"Audit Certification Form" and "Audit Requirements". The Audit Certification Form must be submitted to City prior to or with the first Reimbursement Request. Entities that expend less than$750,000 a year in federal funds are exempt from federal audit requirements for that year, but records must be available for review or audit by appropriate officials of the federal agency, City,and General Accounting Office. 9.4.2 City Reserves the RiLyht to Audit. City reserves the right to perform an audit (i) of FWISD's expenditure of CDBG Funds or(ii) program income in accordance with Section 7.4, at any time during the term of this Contract,the Performance period,or within 5 years thereafter as the case may be,if City determines that such audit is necessary for City's compliance with the CDBG Regulations or other City policies, and FWISD agrees to allow access to all pertinent materials as described herein. If such audit reveals a questioned practice or expenditure, such questions must be resolved within 15 business days after notice to FWISD of such questioned practice or expenditure. If questions are not resolved within this period, City reserves the right to withhold further funding under this Contract and/or future contract(s) with FWISD. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT FWISD HAS FALSIFIED ANY DOCUMENTATION OR MISUSED,MISAPPLIED OR MISAPPROPRIATED CDBG FUNDS OR SPENT CDBG FUNDS OR PROGRAM INCOME ON ANY INELIGIBLE ACTIVITIES,FWISD 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. CDBG CONSTRUCTION CONTRACT Page 18 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 10. REIMBURSEMENT REQUIREMENTS. FWISD shall provide City with Complete Documentation and the following reports as shown in Exhibit"F"—Reimbursement Forms with each Reimbursement Request: 10.1 Attachment I—Invoice. This report shall contain the amount requested for reimbursement in the submitted request, and the cumulative reimbursement requested to date (inclusive of the current request). This report must be signed by an authorized signatory of FWISD. By signing Attachment 1, FWISD is certifying that the costs are valid, eligible, and consistent with the terms and conditions of this Contract, and the data contained in the report is true and correct. 10.2 Attachment I1—Expenditure Worksheet. This report shall itemize each expense requested for reimbursement by FWISD. In order for this report to be complete the following must be submitted: 10.2.1 Invoices for each expense with an explanation as to how the expense pertains to the project,if necessary; and 10.2.2 Proof that each expense was paid by FWISD, which proof can be satisfied by cancelled checks, wire transfer documentation, paid receipts or other appropriate banking documentation. 10.3. Deadline for Submitting Reimbursement Requests. All Reimbursement Requests along with Complete Documentation shall be submitted by FWISD to City within 60 days from each of the deadlines as shown in Exhibit "C"—Construction and Reimbursement Schedule. 10.3.1 CITY SHALL HAVE NO OBLIGATION TO PAY ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF THE DEADLINES SHOWN IN EXHIBIT "C" — CONSTRUCTION AND REIMBURSEMENT SCHEDULE. In addition, FWISD's failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. 10.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED BY 30 DAYS AFTER THE COMPLETION DEADLINE. 10.3.3 Final Payment Final payment will not be made until City has verified that FWISD has met the National Objective at time of such Reimbursement Request,and that FWISD has submitted an accurate initial Performance Report, including the Unduplicated Client Data Report. 10.4 Withholding Pa 'Ment. CDBG CONSTRUCTION CONTRACT Page 19 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 10.4.1 CITY SHALL WITHHOLD PAYMENTS REQUESTED UNDER THIS CONTRACT IF COMPLETE DOCUMENTATION IS NOT RECEIVED. 10.4.2 FINAL REIMBURSEMENT SHALL NOT BE MADE UNTIL ALL LIENS ARE RELEASED TO CITY'S SATISFACTION. 10.5 Timing of Payment. Provided that FWISD submits Complete Documentation in conformance with the requirements of this Contract and the CDBG Regulations, City will reimburse FWISD for eligible expenses within 30 calendar days. 11. DEFAULT AND TERMINATION. 11.1 Failure to Begin or Complete the Required Improvements 11.1.1 If FWISD fails to begin construction on the Required Improvements within 120 days of the execution of this Contract, the Contract shall automatically terminate without further warning or opportunity to cure, and with no penalty or liability to City. 11.1.2 If City determines that the Required Improvements were not completed by the Completion Deadline or have failed to pass any of the inspections described in Section 6.1.1,City shall have the right to terminate this Contract with no penalty or liability to City,with such termination to be effective immediately upon written notice. City shall also be entitled to demand that FWISD repay City in accordance with the provisions of Section 5.6.1.8 within 30 days of written notice by City or City may pursue any of its remedies under this Contract or the Loan Documents. 11.2 Failure to Submit Complete Documentation Durinj4 Construction. 11.2.1 If FWISD fails to submit Complete Documentation during construction of the Required Improvements in accordance with Exhibit "C" — Construction and Reimbursement Schedule or if any report or documentation submitted as part of Complete Documentation is not in compliance with this Contract or CDBG Regulations as determined by City, City will notify FWISD in writing and the FWISD will have 15 calendar days from the date of the written notice to submit or resubmit any such report or documentation. If FWISD fails to submit or resubmit any such report or documentation within such time, City shall have the right to withhold payments. If such failure continues for an additional 15 days (a total of 30 days), City shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. Notwithstanding anything to the contrary herein,City will not be required to pay any CDBG Funds to FWISD during the period that any such report or documentation is not in compliance with this Contract or the CDBG Regulations. 11.2.2 If any of FWISD's Reimbursement Requests are incomplete or otherwise not in compliance with this Contract or CDBG Regulations as determined by CDBG CONSTRUCTION CONTRACT Page 20 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 City,FWISD shall be in default of this Contract. City will notify FWISD in writing of such default and the FWISD will have 15 calendar days from the date of the written notice to resubmit any such Reimbursement Request to cure the default. If the FWISD fails to cure the default within such time,FWISD shall forfeit any payments otherwise due under such Reimbursement Request. If such failure to resubmit such Reimbursement Request continues for an additional 15 days(a total of 30 days),City shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. Notwithstanding anything to the contrary herein,City will not be required to pay any CDBG Funds to FWISD during the period that any such Reimbursement Request is not in compliance with this Contract or the CDBG Regulations. 11.2.3 In the event of more than 2 instances of default, cured or uncured,under Sections Section 11.2.1 or 11.2.2, City reserves the right at its sole option to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. 11.2.4 Notwithstanding anything to the contrary herein, City will not be required to pay any CDBG Funds to FWISD during the period that any Reimbursement Requests,reports or documentation are past due or are not in compliance with this Contract or the CDBG Regulations, or during any period during which FWISD is in default of this Contract. 11.2.5. In the event of termination under this Section 11.2, all CDBG Funds awarded but unpaid to FWISD pursuant to this Contract shall be immediately forfeited and FWISD shall have no further right to such funds. Any CDBG Funds already paid to FWISD must be repaid to City within 30 days of termination under this Section,or at City's election FWISD must repay City in accordance with the provisions of Section 5.6.1.8. Failure to repay will result in City exercising all legal remedies available to City under this Contract and the Loan Documents. 11.3 Failure to Maintain or Submit Required Reports and Documentation During Performance Period. If FWISD fails to maintain all records and documentation as required in Section 9, or fails to submit any report or documentation required by this Contract after the Required Improvements are completed,or if the maintained or submitted report or documentation is not in compliance with this Contract or the CDBG Regulations as determined by City,City will notify FWISD in writing and the FWISD will have 30 calendar days from the date of the written notice to obtain or recreate the missing records and documentation, or submit or resubmit any such report or documentation to City. If FWISD fails to maintain the required reports or documentation,or submit or resubmit any such report or documentation within such time,City shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. In the event of termination under this Section 11.3, any CDBG Funds paid to FWISD must be repaid to City within 30 days of termination under this Section, or at City's election FWISD must repay City in accordance with the provisions of Section 5.6.1.8. Failure to repay will result in City exercising all legal remedies available to City under this Contract and the Loan Documents. CDBG CONSTRUCTION CONTRACT Page 21 Font Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 11.4 In General. 11.4.1 ,Subject to Sections 11,1, 11.2 and. 11.3,and unless specifically provided otherwise in this Contract, FWISD shall be in default under this Contract if FWISD breaches any term or condition of this Contract. 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 FWISD has diligently and continuously attempted to cure following receipt of such written notice but reasonably required more than 30 calendar days to cure, as determined by the Parties mutually and in good faith, City shall have the right to elect, in City's sole discretion, to (i) extend FWISD's time to cure, (ii) terminate this Contract effective immediately upon written notice of such intent to FWISD,or(iii)to pursue any other legal remedies available to City under this Contract or the Loan Documents. 11.4.2 City's remedies may include! 11.4.2.1 Direct FWISD to prepare and follow a schedule of actions for carrying out the affected activities, consisting of schedules, timetables and milestones necessary to implement the affected activities. 11.4.2.2 Direct FWISD to establish and follow a management plan that assigns responsibilities for carrying out the remedial activities. 11.4.2.3 Cancel or revise activities likely to be affected by the performance deficiency before expending CDBG Funds for the activities. 11.4.2.4 Reprogram CDBG Funds that have not yet been expended from affected activities to other eligible activities or withhold CDBG Funds. 11.4.2.5 Direct FWISD to reimburse City in any amount of CDBG Funds not used in accordance with the CDBG Regulations. 11.4.2.6 Suspend reimbursement of CDBG Funds for affected activities. 11.4.2.7 Any other appropriate action including but not limited to any remedial action legally available such as declaratory judgment, specific performance, damages, temporary or permanent injunctions, termination of this Contract or any other contracts with FWISD, and any other available remedies. CDBG CONSTRUCTION CONTRACT Page 22 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 11.4.3 In the event of termination under this Section 11.4, all CDBG Funds awarded but unpaid to FWISD pursuant to this Contract shall be immediately rescinded and FWISD shall have no further right to such funds and any CDBG Funds already paid to FWISD must be repaid to City within 30 days of termination,or at City's election FWISD must repay City in accordance with the provisions of Section 5.6.1.8. Failure to repay will result in City exercising all legal remedies available to City under this Contract or the Loan Documents. 11.5 No Funds Disbursed while in Breach. FWISD understands and agrees that no CDBG Funds will be paid to FWISD until all defaults are cured to City's satisfaction. 11.6 No Compensation After Date of Termination. In the event of termination, FWISD shall not receive any compensation for work undertaken after the date of the termination. 11.7 Rights of City Not Affected. Termination shall not affect or terminate any of the existing rights of City against FWISD, or which may thereafter accrue because of such default, and this provision shall be in addition to any and all other rights and remedies available to City under the law and Loan Documents including, but not limited to, compelling FWISD to complete the Required Improvements in accordance with the terms of the Contract. Such termination does not terminate any applicable provisions of this Contract that have been expressly noted as surviving the term or early termination of the Contract. No delay or omission by City in exercising any right or remedy available to it under this Contract shall impair any such right or remedy or constitute a waiver or acquiescence in any FWISD default. 11.8 Waiver of Breach Not Waiver of Subsequent Breach. The waiver of a breach of any term, covenant, or condition of this Contract shall not operate as a waiver of any subsequent breach of the same or any other term, covenant or condition hereof. 11.9 Civil,Criminal and Administrative Penalties. Failure to perform all the Contract terms may result in civil, criminal or administrative penalties, including,but not limited to those set out in this Contract. 11.10 Termination for Cause. 11.10.1 City may terminate this Contract in the event of FWISD's default, inability,or failure to perform subject to notice,grace and cure periods. In the event City terminates this Contract for cause, all CDBG Funds awarded but unpaid to FWISD pursuant to this Contract shall be immediately rescinded and FWISD shall have no further right to such funds and any CDBG Funds already paid to FWISD must be repaid to City within 30 days of termination,or at City's election FWISD must repay City in accordance with the provisions of Section 5.6.1.$. Failure to repay will result in City exercising all remedies available to City under this Contract or the Loan Documents. CDBG CONSTRUCTION CONTRACT Page 23 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 11.1 d.2 FWISD may terminate this Contract if City does not provide the CDBG Funds substantially in accordance with this Contract. 11.11 Termination for Convenience. In terminating in accordance with 24 C.F.R. 85.44 this Contract may be terminated in whole or in part only as follows: 11.11.1 By City with the consent ofFWISD in which case the Parties shall agree upon the termination conditions, including the effective date and in the case of partial termination,the portion to be terminated; or 11.11.2 By the FWISD upon at least 30 days' written notice to City,setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. In the case of a partial termination, City may terminate the Contract in its entirety if City determines that the remaining portion of the Contract to be performed or CDBG Funds to be spent will not accomplish the purposes for which this Contract was made. 11.12 Dissolution of FWISD Terminates Contract. In the event FWISD is dissolved or ceases to exist,this Contract shall terminate. In the event of termination under this Section, all CDBG Funds are subject to repayment and/or City may exercise all of its remedies under this Contract and the Loan Documents. 12. REPAYMENT OF FUNDS. All CDBG Funds are subject to repayment in the event the Required Improvements do not meet the requirements as set out in this Contract or in the CDBG Regulations, including but not limited to meeting the National Objective. If FWISD changes use of the building to one that does not meet CDBG Requirements and CDBG Regulations or other terms of this Contract,FWISD must either(i)repay the CDBG Funds or(ii) at City's election FWISD must repay City in accordance with the provisions of Section 5.6.1.8. 13. MATERIAL OWNERSHIP CHANGE. if owner 4 of the FW18D or-the pr-ejeet materiatly-chaiges after-the date of this Contr-aet, City , I . t obligated to, terminate this Gen�raet. City has 30 days-� fnHke sueh determination after receipt of notice fiam FW18D "d failiife to i;nake sue det ination will eenstttlile ftd4eiyer- i the event of ta,-.,,ination under this Section 1 3� all CDBG Funds awar ad but Flot -t paid to FWISD pei:siduat to this Gentraet-shall be Funds already paid to FW181) must be repaid to City within 30 days of termination tmde 'disc scree ieir. 14. GENERAL PROVISIONS. 14.1 FWISD an Independent Contractor. CDBG CONSTRUCTION CONTRACT Page 24 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 FWISD shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of City. FWISD 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, contractors, subcontractors, vendors, tenants,clients, licensees or invitees. 14.2 Doetriue of Respondeat Superior. The doctrine of respondeat superior shall not apply as between City and FWISD, its officers, members, agents, servants, employees, contractors, subcontractors, tenants, clients,licensees or invitees,and nothing herein shall be construed as creating a partnership or joint enterprise between City and FWISD. City does not have the legal right to control the details of the tasks performed hereunder by FWISD, its officers, members, agents, employees, contractors,subcontractors,vendors, tenants,licensees or invitees. 14.3 FWISD Property. City shall under no circumstances be responsible for any property belonging to FWISD, its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, clients, licensees or invitees that may be lost, stolen or destroyed or in any way damaged and FWISD HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH SUCH PROPERTY. 14.4 Religious Organization. No portion of the CDBG Funds shall be used in support of any sectarian or religious activity. In addition, there must be no religious or membership criteria for clients of a CDBG-funded service. 14.5 Venue. Venue shall lie in Tarrant County,Texas 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 Contract. 14.6 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Texas. If any action,whether real or asserted, at law or in equity, arises out of the execution, performance or non-performance of this Contract or on the basis of any provision herein, for any issue not governed by federal law,the choice of law shall be the laws of the State of Texas. CDBG CONSTRUCTION CONTRACT Page 25 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 14.7 Severability. The provisions of this Contract are severable, and, if for any reason a clause, sentence, paragraph or other part of this Contract 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. 14.8 Written Agreement Entire Alzreement. This written instrument and the Attachments and Exhibits attached hereto, which are incorporated by reference and made a part of this Contract for all purposes, constitute the entire agreement by the Parties concerning the work and services to be performed under this Contract. Any prior or contemporaneous oral or written agreement which purports to vary the terms of this Contract shall be void. Any amendments to the terms of this Contract must be in writing and executed by the Parties. 14.9. Paragraph Headings for Reference Qn!j, No Legal Significance; Number and Gender. The paragraph headings contained herein are for convenience in reference to this Contract and are not intended to define or to limit the scope of any provision of this Contract. When context requires, singular nouns and pronouns include the plural and the masculine gender shall be deemed to include the feminine or neuter and the neuter gender to include the masculine and feminine. The words "include" and "including" whenever used herein shall be deemed to be followed by the words"without limitation". 14.10 Compliance With All Applicable Laws and Regulations. FWISD agrees to comply fully with all applicable laws and regulations that are currently in effect or that are hereafter amended during the term of this Contract and throughout the Performance Period. Those laws include,but are not limited to: ➢ CDBG Regulations found in 24 CFR Part 570. ➢ Title I of the Housing and Community Development Act of 1974, as amended, (42 USC 5301 et seq.) ➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.) including provisions requiring recipients of federal assistance to ensure meaningful access by person of limited English proficiency ➢ The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections 3601 et seq.) ➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as supplemented by Department of Labor regulations 41 CFR, Part 60 ➢ The Age Discrimination in Employment Act of 1967 ➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.) ➢ The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970(42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24)("URA") ➢ Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.) and 24 CFR Part 8 where applicable ➢ National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections 4321 et seq. ("NEPA") and the related authorities listed in 24 CFR Part 58. CDBG CONSTRICTION CONTRACT Page 26 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 ➢ The Clean Air Act,as amended,(42 U.S.C. Sections 1251 et seq.)and the Clean Water Act of 1977,as amended(33 U.S.C.Sections 1251 etseq.)and the related Executive Order 11738 and Environmental Protection Agency Regulations at 40 CFR fart 15. In no event shall any amount of the assistance provided under this Contract be utilized with respect to a facility that has given rise to a conviction under the Clean Air Act or the Clean Water Act. ➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.) specifically including the provisions requiring employer verifications of legal status of its employees ➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et seq.), the Architectural Barriers Act of 1968 as amended (42 U.S.C. sections 4151 et seq)and the Uniform Federal Accessibility Standards,24 CFR Part 40, Appendix A ➢ Regulations at 24 CFR Part 87 related to lobbying, including the requirement that certifications and disclosures be obtained from all covered persons ➢ Drug Free Workplace Act of 1988(41 U.S.C. Sections 701 et seq.)and 24 CFR Part 23, Subpart F ➢ Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on participation by ineligible, debarred or suspended persons or entities ➢ Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act ➢ Guidelines of the Environmental Protection Agency at 40 CFR Part 247 ➢ For contracts and subgrants for construction or repair, Copeland "Anti- Kickback"Act(18 U.S.C. 874)as supplemented in 29 CFR Part S ➢ For construction contracts in excess of$2,000,and in excess of$2,500 for other contracts which involve the employment of mechanics or laborers,Sections 103 and 107 of the Contract Work Hours and Safety Standards Act(40 U.S.C.327A 300)as supplemented by 29 CFR Part 5 9 Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as amended by the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851 et seq.) and implementing regulations at 24 CFR Part 35, subparts A, B, M,and R ➢ Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,2 CFR Part 200 et seq. ➢ Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 109- 282,as amended.by Section 6205(x)of Pub.L. 110-252 and Section 3 of Pub.L. 113-101) ➢ Federal Whistleblower Regulations, 10 U_S.C.2409,41 U.S.C.4712, 10 U.S.C. 2324, 41 U.S.C.4304 and 41 U.S.C. 4310. CDBG CONSTRUCTION CONTRACT Page 27 Fort Worth Independent School District Firchouse 10 Educational Center Rev 04-05-17 14.11 HUD-Assisted Projects and Employment and other Economic Opportunities; Section 3 Requirements. 14.11.1 Requirement that Law Be Quoted in Covered Contracts.—Certain Requirements Pertaining to Section 3 of the Housing and Urban Development Act of 1968 as Amended (12 U.S.C. Sections 1701 et seg) and its Related Regulations at 24 CFR Part 135 If the construction of the Required Improvements will cause the creation of new employment, training, or contracting opportunities on a contractor or subcontractor level resulting from the expenditure of the CDBG Funds, FWISD shall comply with the following and will ensure that its contractors also comply. If the work performed under this Contract is on a project assisted under a program providing direct federal financial assistance from HUD,Section 3 of 24 CFR 135.38("Section 3")requires that the following clause, shown in italics,be inserted in all covered contracts("Section 3 Clause"): Section to be quoted in covered contracts begins: "A. The work to be performed under this contract is subject to the requirements of Section 3 of Housing and Urban.Development Act of 1968, as amended, 12 U.S.C. section 1701u (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assisted or HUD-assisted programs covered by Section 3, shall to the greatest extent feasible, be directed to low- and very-low income persons, particularly persons who are recipients of HUD assistance for housing. B. The parties to this contract agree to comply with HUD's regulations in 24 CFR Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. C. The contractor agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers'representatives of the contractor's commitments under this Section 3 clause and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can seethe notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprentice and training positions, the qualifications for each;and the name and location of the person(s)taking applications for each of the positions; and the anticipated date the work shall begin. D. The contractor agrees that it will include this Section 3 clause in every subcontract to comply with regulation in 24 CFR Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon finding that the subcontractor is in violation of the regulations in 24 CFR Part 135. The contractor will not subcontract with any subcontractor where it has notice CDBG CONSTRUCTION CONTRACT page 28 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 or knowledge that the subcontractor has been found in violation of regulations in 24 CFR 135. E. The contractor will certify that any vacant employment positions, including training positions that are filed.' (1) after the contractor is selected but before the contract is executed, and(2)with persons other than those to whom the regulations of 24 CFR Part 135. The contractor will not subcontract with any subcontractor where it has notice or knowledge that the subcontractor has been found in violation of regulations in 24 CFR 135. F Noncompliance with HUD's regulation in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. G. With respect to work performed in connection with Section 3 covered Indian housing assistance, section 7(b) of the Indian Se f Determination and Education Assistance Act(25 US C. section 450e)also applies to the work to be performed under this Contract. Section 7(b) requires that to the greatest extent feasible (i)preference and opportunities for training and employment shall be given to Indians, and(ii)preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b). " Section to be quoted in covered contracts ends. 14.11.2 FWISD Responsibilities for Section 3 Requirements. City and FWISD understand and agree that compliance with the provisions of Section 3,the regulations set forth in 24 CFR Part 135, and all applicable rules and orders of HUD shall be a condition of the federal financial assistance provided to the project binding upon City and FWISD, and their respective successors, assigns, contractors and subcontractors. Failure to fulfill these requirements shall subject FWISD and its contractors and subcontractors and their respective successors and assigns to those sanctions specified by the grant agreement through which federal assistance is provided and to such sanctions as are specified by 24 CFR Part 135. FWISD's responsibilities include: 14.11.2.1 Implementing procedures to notify Section 3 residents and business concerns about training, employment, and contracting opportunities generated by Section 3 covered assistance; 14.11.2.2 Notifying potential contractors working on Section 3 covered projects of their responsibilities; CDBG CONSTRUCTION CONTRACI Page 29 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 14.11.2.3 Facilitating the training and employment of Section 3 residents and the award of contracts to Section 3 business concerns; 14.1.12.4 Assisting and actively cooperating with the Neighborhood Services Department in making contractors and subcontractors comply; 14.11.2.5 Refraining from entering into contracts with contractors that are in violation of Section 3 regulations; 14.11.2.6 Documenting actions taken to comply with Section 3;and 14.11.2.7 Submitting Section 3 Annual Summary Reports (form HUD-60002) in accordance with 24 CFR Part 135.90. 14.11.3 Section 3 Reporting Requirements. In order to comply with the Section 3 requirements,FWISD must submit,or require its contractor to submit, the forms attached hereto as Exhibit "I" - Section 3 Reporting Forms. 14.11.3.1 FW1SD or its contractor must report all applicants for employment by contractor and any subcontractor to City on a quarterly basis. This shall include name, address,zip code,date of application,and status(hired/not-hired)as of the date of the report. 14.11.3.2 FWISD or its contractor must advertise available positions to the public for open competition, and provide documentation to City with the quarterly report that demonstrates such open advertisement, in the form of printout of Texas Workforce Commission posting,copy of newspaper advertisement, copy of flyers and listing of locations where flyers were distributed, and the like. 14.11.3.3 Report all contracts awarded by contractor and subcontractor to City on a quarterly basis. This shall include name of contractor and/or subcontractor, address, zip code, and amount of award as of the date of the report. 14.12 Prohibition.Atrainst Discrimination. 14.12.1 General Statement. FWISD, in the execution,performance or attempted performance of this Contract, and in operation of services provided on the Property, shall comply with all non- discrimination requirements of 24 CFR 570.607 and the ordinances codified at Chapter 17, Article III, Division 4 -- Fair Housing of the City Code. FW1SD may not discriminate CDBG CONSTRUCTION CONTRACT Page 30 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 against any person because of race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression, or transgender, nor will FWISD permit its officers, members, agents, employees, vendors, or project participants to engage in such discrimination. This Contract is made and entered into with reference specifically to the ordinances codified at Chapter 17, Article 111, Division 3 - Employment Practices of the City Code, and FWISD hereby covenants and agrees that FWISD, its officers, members, agents, employees,vendors, and contractors, have fully complied with all provisions of same and that no employee, or applicant for employment has been discriminated against under the terms of such ordinances by either or its officers,members,agents,employees,vendors,or contractors. 14.12.2 No Discrimination in Employment during the Performance of this Contract. During the performance of this Contract FWISD agrees to the following provision, and will require for the construction of the Required Improvements that its contractors, subcontractors,and vendors also comply with such provision by including it in all contracts with its contractors,subcontractors, or vendors: [Contractor's, Subcontractor's or Vendor's Namel will not unlawfully discriminate against any employee or applicants for employment because of race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. [Contractor's, Subcontractor's or Vendor'sFame will take affirmative action to ensure that applicants are hired without regard to race,color,sex,gender,religion,national origin,familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender and that employees are treated fairly during employment without regard to their race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. 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. Contractors Subcontractor's or Vendor's Name agrees to post in conspicuous places, available to employees and applicants for employment,notices setting forth the provisions of this nondiscrimination clause. I Contractor's, Subcontractor's or Vendor's Namel�will, in all solicitations or advertisements for employees placed by or on behalf of lConiractor's, Subcontractor's or Vendor's Namel , state that all qualified applicants will receive consideration for employment without regard to race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. CDBG CONSTRUCTION CONTRACT Page 31 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 [Contractor's, Subcontractor's or vendor's Name] covenants that neither it nor any of its officers, members, agents, employees, or contractors, 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 or because of any disability or perceived disability, except on the basis of a bona fide occupational qualification, retirement plan or statutory requirement. [Contractor's, Subcontractor's or Vendor's Name/ further covenants that neither it nor its officers, members, agents, employees,contractors, 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. 14.12.3 FWISD's Contractors and the ADA. In accordance with the provisions of the Americans With Disabilities Act of 1990 ("ADA"), FWISD warrants that it and any of its contractors 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 FWISD or any of its contractors. FWISD 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 CONTRACTORS AGAINST CITY ARISING OUT OF FWISD'S AND/OR ITS CONTRACTORS', AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE ABOVE-REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF THIS CONTRACT. 14.13 Conflict of Interest and Violations of Criminal Law. 14.13.1 FWISD to Establish Safep_uards. FWISD shall establish safeguards to prohibit its employees, board members, advisors and agents from using positions for a purpose that is or gives the appearance of being motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business or other ties. FWISD shall disclose to City any conflict of interest or potential conflict of interest described above, immediately upon discovery of such. 14.13.2 General Prohibition Against Conflicts of Interest. No persons who are employees, agents, consultants, officers or elected officials or appointed officials of City or of/^'WISD who exercise or have exercised any functions or responsibilities with respect to activities assisted with CDBG Funds or who are in a position to participate in a decision-making process or gain inside information with regard to these activities may utilize CDBG services, may obtain a financial interest or benefit CDBG CONSTRUCTION CONTRACT Page 32 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 from a CDBG-assisted activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during their tenure or for 1 year thereafter, unless they are accepted in accordance with the procedures set forth at 24 CFR 570.611. 14.13.2.1 FWISD shall establish conflict of interest policies for federal awards and shall provide such policies in writing to City in accordance with the requirements of 2 CFR Part 200.112. 14.13.3 Disclosure of Conflicts of Interest. In compliance with 2 CFR Part 200.112, FWISD is required to timely disclose to City in writing any potential conflict of interest,as described in this Section. 14.13.4 Disclosure of Texas Penal Code Violations. FWISD affirms that it will adhere to the provisions of the Texas Penal Code which prohibits bribery and gifts to public servants. 14.13.5 Disclosure of Federal Criminal Law Violations. In compliance with 2 CFR Part 200.113, FWISD is required to timely disclose to City all violations of federal criminal law involving fraud, bribery or gratuity violations potentially affecting this Contract. I4.14 Labor Standards. 14.14.1 As applicable, FWISD agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act (40 U.S.C. 276a-7) as amended,the provisions of Contract Work Hours and Safety Standards Act(40 U.S.C. 327 et seq.) and all other applicable federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Contract if S2,000 or more of CDBG funds are spent on construction of the project. FWISD agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the United .States Department of Labor at 29 CFR Part 5. FWISD shall maintain documentation that demonstrates compliance with hour and wage requirements of this Contract and the CDBG Regulations. Such documentation shall be made available promptly to City for review upon request. 14.14.2 FWISD agrees that, where required by the CDBG Regulations, all contractors engaged under contract for construction,renovation or repair work financed in whole or in part with assistance provided under this Contract, shall comply with federal requirements adopted by City pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor under 29 CFR Parts 1,3,5 and 7 governing the payment of wages and ratio of apprentices and trainees to j ourney workers; provided that,if wage rates higher than those required under these regulations are imposed by state or local law, nothing hereunder is intended to relieve YWISD of its obligation, if any, to require payment of the higher wage. FWISD shall cause or require to be inserted in full provisions meeting the requirements of this paragraph in all such contracts subject to such regulations. CDBG CONS"IRUC"I iON CONTRACT Page 33 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 14.14.3 If the Davis-Bacon Act is applicable, FWISD shall provide City access to employee payrolls, contractor and subcontractors payrolls and other wage information for persons performing construction of the Development. Payrolls must be submitted to the Neighborhood Services Department weekly, and must be available to Neighborhood Services Department staff upon request. In addition, FWISD shall ensure that City will have access to employees, contractors and subcontractors and their employees in order to conduct onsite interviews with laborers and mechanics.FWISD shall inform its contractors and subcontractors that City staff and/or federal agencies may conduct periodic employee wage interview visits during the construction of the Required Improvements to ensure compliance. 14.15 Subcontracting with Small and Minority Firms,Women's Business Enterprises and Labor Surplus Areas. 14.15.1 For procurement contracts$50,000.00 or larger,FWISD agrees to abide by City's policy to involve Minority Business Enterprises and Small Business Enterprises and to provide them equal opportunity to compete for contracts for construction,provision of professional services, purchase of equipment and supplies and provision of other services required by City. FWISD agrees to incorporate the City's BDE Ordinance, and all amendments or successor policies or ordinances thereto, into all contracts and subcontracts for procurement$50,000.00 or larger,and will further require all persons or entities with which it so contracts to comply with said ordinance. 14.15.2 It is national policy to award a fair share of contracts to disadvantaged business enterprises ("DBEs"), small business enterprises ("SHEs"), minority business enterprises ("MBEs"), and women's business enterprises ("WBEs"). Accordingly, affirmative steps must be taken to assure that DBEs, SBEs, MBFs, and WBEs are utilized when possible as sources of supplies,equipment, construction and services. 14.15.3 In order to comply with federal reporting requirements,FWISD must submit the form attached hereto as Exhibit"L"—MBE Reporting Form for each contract or subcontract with a value of$25,000.00 or more paid or to be paid with the CDBG Funds. FWISD shall submit this form annually by the date specified in Exhibit "L"—MBE Reporting Forme. 14.16 Other Laws. The failure to list any federal, state or City ordinance, law or regulation that is applicable to FWISD does not excuse or relieve FWISD from the requirements or responsibilities in regard to following the law, nor from the consequences or penalties for FWISD's failure to follow the law,if applicable. 14.17 Assignment. FWISD shall not assign all or any part of its rights,privileges, or duties under this Contract without the prior written approval of City. Any attempted assignment of same without approval shall be void,and shall constitute a breach of this Contract. CDBG CONSTRUCTION CONTRACT Page 34 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 14.1$ Rij4ht to Inspect FWISD Contracts. It is agreed that City has the right to inspect and approve in writing, prior to any charges being incurred, any proposed contracts between FWISD and (i) its general contractor and subcontractors, including any lower tier subcontractors engaged in any activity that is funded as a part of the construction of the Required Improvements to ensure they contain Davis-Bacon Act and Section 3 requirements,(ii)vendor contracts arising out of the construction of the Required Improvements, and (iii)any third party contracts to be paid with CDBG Funds,. 14.19 _Force Majeure If FWISD becomes unable, either in whole or part, to fulfill its obligations under this Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemies,wars,blockades, insurrections,riots,epidemics,earthquakes, fires,floods, restraints or prohibitions by any court, board, department, commission or FWISD of the United States or of any States, civil disturbances, or explosions, or some other reason beyond such FWISD's control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. FWISD will give City written notice of the existence,extent and nature of the Force Majeure Event as soon as reasonably possible after the occurrence of the event. Failure to give notice will result in the continuance of the FW1SD's obligation regardless of the extent of any existing Force Majeure Event. FWISD will use commercially reasonable efforts to remedy its inability to perform as soon as possible. 14.24 Survival. Any provision of this Contract that pertains to the CDBG Requirements, auditing, monitoring, client income eligibility, record keeping and reports, City ordinances, the provisions of Section 6.6 pertaining to the Federal System Award Management, or any other applicable CDBG Program requirements, and any default and enforcement provisions necessary to enforce such provisions, shall survive the term or earlier termination of this Contract for the longer of (i) 5 years after the termination of this Contract, or (ii) 5 years after the termination of the Performance Period, and shall be enforceable by City against FWISD. 15. INDEMNIFICATION AND RELEASE. DEFEND, AT M OWN EXPENSE, CITY AND nL'FIC-EDC A CIUMTC SERALANTS AND EMPLOYEES FROM AND AGAINST ANVA OR SUITS FOR ,'O T77nv .DT 7 OSS O DAMAGE ANDIO PERSONAL!N77TRY tJ �p21CZ�27:t7Z]-ZZt' �DTc-r�'rmyTm�-3r'Ty cTc=, T1 CLUDIN ` DEATH,Tu TO ANY AND A T I_ 'OETyJSONC O IAIH A 80EVE KAND , tis, v w.vTl IT]T�lCRT1p CHARACTER,OR WHETHER REAL OR ASSERTED, EXECUTION, ARISING OUT OF OR INCONNECTION T14E PERFORMANCE, ATTEMPTED PRUVORA4ANCE OR NONPERFORMANCE OF THIS CONTRACT AADA4R THE OPERATIONS ACTIVITIES AND SERA11!'T S OF THE DF'l1TTT17T,'71 , qT� '-T�i S73� �l'l HEREIN,IMPROVEMENTS DESCRIBED W1444THER OR NOT CAUSED I WHOLE i nn IN PART, BY ALLEGED NF TIC N!E OF OFFICERS, AGENTS, $iRVANT , iPLOVEES, CONT M—C- CDBG CONSTRUCTION CONTRACT Page 35 Fort Worth Independcnt School District Firehouse 10 Educational Center Rev 04-05-17 CITY; AND FMIIS3; 14EREBY ASSUMES ALL LIA131LITY AND "SPON8191LITY OF CITY AND 1TS OFFICERS, AGENTS, PERSONS, SERVANTS, A EMPLOYEES FOR AN- AND ALL CLAIMS OR SUITS FOR PROPERTYLOSS AND ALL OF WMATSOEVER KJNDS OR CHARACTER, ARISING WHETHEREAL OR ASSERTED, OUT OF OR 1N CONNECTION WITH T14E EXECUTION, rrA PERFOR NCE! ATTEMPTED PERFORMANCE—OR NONPERFORMANCE OF T141S CONTRACT ANINOR THE , .AC-44 )ITIEC AND SEi7VICE�' OF THE REQUIRED _ 711 PRO EMM TS HEREIN,DESCRIBED ETHER OR NOT CAUSED 1N WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS ! f CONTRACTORS OR SUBCONTRACTORS OF CITY. FWISDLIKEWISE C-017ENANTS AND AGREES TO AND DOES 14EREB MNIFY AND 14OLD HARMLESS CITY FROM AND AGAINST ANY AND ALL ! DAMAGE!1't! DESTRUCT OF PROPERTY OF CITY,ARISING 0UT'OF O vx�v=rxcvar�aa:sr��r�—crrr-rs-xsznrr�o�rvrvc vxr 1N CONNECTION WITH ALL ACTS OR OMISSIONS OF FWISD, 1TS OFFICERS, MEMBERS, 'YvEi- TS, �r'cS1 PLOYEES, CONTRACTORS, SUBCONTRACTORS,MVITEES,LICENSEES, OR PROJECT PARTICIPANTS OR r]A US n IN ■I RO E OR IN PAD NEGLIGENCE IGENCE OF ,OFFICERS! AGENTS, , EMPLOYEES, CONTRACTORS O.R. SUBCONTRACTORS OF CITY. 1T 18 THE EXPRESS INTENTION OF T14E PARTIES, CITY, THAT THE PNDUACNITY PRO44DED FOR THIS SECTION iNCLUDES !NDEMNIT-Y B +'10,11118—D TO 1NDFAINIVY AND PROTECT CITY FROM THE CONSEQUENCES OF CITY'S OWN NEGLIGENCE, M41ETHER THAT NEGLIGENCE 1S ALLEGED TO BE THE SOLF,OR CONCURRING OF CAUSE USE vuxl vi THE IN-JURY,DAMAGE OR . EA�IQn ACcEES TO AND ncAII RELEASE CITY, _ r'Tu AGENTS,LIABILITY — EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM—ALL ! DEATH, CONTRACT,DAMAGE OR LOSS TO PERSONS 0 PROFER;FAZ SUSTAINED 1N CONNECTION WITH OR 1NUDENTAL TO PERFORMANCE UNDER THIS ENLEN 1F THE } f DAMAGE CITY'S SUBCONTRACTORS,FWISD SHALL REQUIRE ALL OF M CONTRACTORS, AND VENDORS'PO !'NC UDE zN THEIR CONTRACTS AND SUBC_ONTRA SAME FORM A RELEASE AND 1NDEMNITY 1N RA XMD OF I- TV jN SUBST A XT-1 A I I V T-149 Y CDBG CONSTRUCTION CONTRACT Page 36 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 16. WAIVER OF IMMUNITY BY FWISD. including eath,!a persons or pfopefty,FM�ISD hereby expressly waives its rights ia ple�ad def�nsively sueh immunity er- exemption as —-----t cityThis seetieft sha11-H4-W OOMMOFI 107W.- 17. INSURANCE AND BONDING. FWISD will maintain blanket fidelity coverage in the form of insurance or bond in the amount of$400,000.00 to insure against loss from the fraud, theft or dishonesty of any of FWISD's officers, agents, trustees, directors or employees. The proceeds of such bond shall be used to reimburse City for any and all loss of CDBG Funds occasioned by such misconduct. To effectuate such reimbursement,such fidelity coverage shall include a rider stating that reimbursement for any loss or losses thereunder shall name the City as a Loss Payee. FWISD shall furnish to City in a timely manner, but not later than the Effective Date, certificates of insurance as proof that it has secured and paid for policies of commercial insurance as specified herein. If City has not received such certificates by the Effective Date, FWISD 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. FWISD shall maintain, or require its general contractor to maintain, the following coverages and limits thereof. Commercial General Liability(CGL)Insurance $1,000,000 each occurrence $2,000,000 aggregate limit Non-Profit Organization Liabili!y or Directors & Officers Liability(if applicable $1,000,000 Each Occurrence $1,000,000 Annual Aggregate limit Business Automobile Liabilit Insurance $1,000,000 each accident on a combined single-limit basis, or $ 250,000 Property Damage $ 500,000 Bodily Injury per person per occurrence $2,000,000 Aggregate Insurance policy shall be 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 CDBG CONSTRUCTION CONTRACT Page 37 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-45-17 policy shall be the primary responding insurance policy versus a personal auto insurance policy if or when in the course of FWISD'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. FWISD or its contractors shall maintain coverages, if applicable. In the event the respective contractors do not maintain coverage, FWISD shall maintain the coverage on such contractor, if applicable, for each applicable contract. Additional Requirements Such insurance amounts shall be revised upward at City's reasonable option and no more frequently than once every 12 months, and FWISD shall revise such amounts within 30 days following notice to FWISD of such requirements. FWISD will submit to City documentation that it has obtained insurance coverage and has executed bonds as required in this Contract prior to payment of any monies provided hereunder. Where applicable, insurance policies required herein shall be endorsed to include City as an additional insured as its interest may appear. Additional insured parties shall include employees, officers, agents, and volunteers of City. The Workers' Compensation Insurance policy shall be endorsed to include a waiver of subrogation,also referred to as a waiver of rights of recovery,in favor of City. Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. Insurers ofFWISD's insurance policies shall be licensed to do business in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. insurers shall be acceptable to City insofar as their financial strength and solvency and each such company shall have a current minimum A.M.Best Key Rating Guide rating of A: VII or other equivalent insurance industry standard rating otherwise approved by City. Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless otherwise approved by City. CDBG CONSTRUCTION CONTRACT Page 3& Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 In the event there are any local, federal or other regulatory insurance or bonding requirements for the Project, and such requirements exceed those specified herein, the former shall prevail. FWISD shall require its contractors to maintain applicable insurance coverages,limits,and other requirements as those specified herein; and, FWISD shall require its contractors to provide FWISD with certificate(s)of insurance documenting such coverage. Also,FWISD shall require its contractors to have City and FWISD endorsed as additional insurers (as their interest may appear) on their respective insurance policies. FWISD shall require its general contractor to maintain builders risk insurance at the value of the construction. Notwithstanding any provision in this Contract to the contrary, when applicable, FWISD shall comply with the requirements of 2 CFR 200.310 and shall,at a minimum,provide the equivalent insurance coverage for real property and equipment acquired or unproved with CDBG Funds as provided to any property owned by FWISD. 18. Certification RelZarding Lobbying. The undersigned representative of FWISD hereby certifies,to the best of his or her knowledge and belief,that: No federal appropriated funds have been paid or will be paid, by or on behalf of FWISD, to any person for influencing or attempting to influence an officer or employee of any FWISD, a member of Congress, an officer or employee of Congress in connection with the awarding of any federal contract the making of any federal grant, the malting of any federal loan, the entering into of any cooperative agreement and the extension, continuation, renewal, amendment, or modification ofanyfederal contract; grant, loan or cooperative agreement. If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any FWISD, member of Congress in connection with this federal contract, grant, loan or cooperative agreement, FWISD shall complete and submit Standard Farm-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation offact upon which reliance was placed when this Contract was made or entered into. Submission of this certificate is a prerequisite for making or entering into this Contract imposed by 31 U.S.C. Section 1352. Any person who fails to file the required certcation shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure. CDBCr CONS'T'RUCTION CONTRACT Page 39 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 FWISD shall require that the language of this certification be included in all subcontracts or agreements involving the expenditure of federal funds. 19. Liti!Yation and Claims l'WISD shall give City immediate notice in writing of any action, including any proceeding before an administrative FW1SD, filed against FWISD in conjunction with this Contract, the Required Improvements or the project. FWISD shall furnish immediately to City copies of all pertinentpapers received by FWISD with respect to such action or claim. FWISD shall provide a notice to City within 10 days upon ding under any bankruptcy or financial insolvency provision of law. 24. Notice. All notices required or permitted by this Contract must be in writing and shall be effective upon receipt when (i) sent by United States mail with proper postage, certified mail return receipt requested,or by a nationally recognized overnight delivery service;and (ii)addressed to the other Party at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. City: City Attorney's Office Attention: Vicki S. Ganske 1000 Throckmorton Street Fort Worth,TX 76102 Telephone: 817-392-7600 Copy to: Neighborhood Services Department 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Assistant Director Telephone: 817-392-7540 Neighborhood Services Department City of Fort Worth 1000 Throckmorton Street Fort Worth,TX 76102 Attention: Chad LaRoque,Neighborhood Development Specialist Telephone: 817-392-2661 FWISD: Copy to: Fort Worth Independent School District 100 N. University Dr.,>\r rxr�'-.,4. 5 1`7 Z- '�Fort Worth,TX 76107 fV\ Attention: v CDBG CONSTRUCTION CONTRACT 13 Page 40 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 Copy to: Fort Worth Independent School District 100 N. University Dr., Suite SW 212 Fort Worth, TX 76107 Attention:Edward Spears, Director Office of Adult Education 21. FWISD HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT. FWISD represents that it possesses the legal authority,pursuant to any proper, appropriate and official motion,resolution or action passed or taken,to enter into this Contract and to perform the responsibilities herein required. 22. COUNTERPARTS. This Contract may be executed in multiple counterparts, each of which shall be considered an original,but all of which shall constitute one instrument. [SIGNATURES APPEAR ON NEXT PAGE] CDBCr CONSTRUCTION CONTRACT Page 41 Fort Worth Tndependent School District Firehouse 10 Educational Center Rev 04-05-17 Oh�FQRT�4 D as of the last date indicated below by the Parties' signatures. C) * CITY OF FORT WORTH By: Secretary Fernando Costa,Assistant City Manager M&C: C-23793 Date: 9/22/09 M&C C-26707 Date: 3118114 Date: 6s AFF VED AS TO FO AND LEGALITY: • JL-11 Vicki Ganske,Senior Assistant City Attorney Contract Compliance Manager: By signing I acknowledge that l am the person responsible for the monitoring and administration of this Contract,including ens g all per ce and reporting requirements. Avis son,Housing Development and Grants Manager ATTEST: FORT WO H INDEPENDENT SCHOOL D By: IfOyf" By: Anael Luebanos Dr. Kent er Secretary, Board of Education Superintenden Date: 6- 6 - /7 _ Attorney for Fort Worth Independent School District By: o"iaraa�aec©an cITy seCRETAR CDBG CONSTRUCTION CONTRACT Fy.WORYNsl 2 Fort Worth Independent School District Firehouse 10 Educational Center Rei 44- - EXHIBITS: Exhibit"A"—Project Summary and Scope of Work Exhibit"A-1"—2017 HUD Income Limits Exhibit"A-2"—Environmental Mitigation Action Exhibit"B"—Budget Exhibit"C"—Construction and Reimbursement Schedule Exhibit"D"--Audit Requirements Exhibit"E"—Loan Documents Exhibit'T"—Reimbursement Forms Exhibit"G"—Documentation of CDBG Requirements Exhibit"H"—Federal Labor Standards Provisions -Davis-Bacon Requirements - Exhibit"I"—Section 3 Reporting;Forms Exhibit"J"—Standards for Complete Documentation Exhibit"K"- Services Performed Exhibit"L"—MBE Reporting Form (HUD2516) Exhibit"M"—Report of Program Income CD13Cr CONSTRUCTION CONTRACT Page 43 Fort Worth Independent School District Firehouse 10 Educational Center Rev 04-05-17 EXHIBIT "A" PROJECT SUMMARY AND SCOPE OF WORK FORT WORTH INDEPENDENT SCHOOL DISTRICT Capitalized terms not defined herein shall have meanings assigned to them in the Contract. DESCRIPTION: FWISD will use the CDBG Funds for a portion of the costs to rehabilitate Old Fire Station No. 10, a historic building,to provide a community facility known as the Firehouse 10 Educational Center to be used by FWISD to provide adult education services for low and moderate income individuals and households in southeast Fort Worth. FWISD will spend CDBG funds on eligible costs to finish out the second floor of the building in order to receive a Certificate of Occupancy, install an ADA accessible elevator, renovate an existing restroom, and install playground equipment on the Property. FWISD shall notify City if it substantially changes or modifies its Program services at the building to enable City to determine if such changes affect the National Objective,the CDBG Requirements or other requirements of the CDBG Regulations. FWISD further agrees that it will notify City of any other educational services that it offers on a regular basis to clients using the building in order for City to determine if such services are eligible for clients using those additional services to be counted towards the 51% of low and moderate income clients for the National Objective, the CDBG Requirements,or other applicable requirements of the CDBG Regulations. FWISD is prohibited from using CDBG Funds on any construction not specifically listed in the attached Site Plan by Hahnfeld Hoffer Stanford dated September 23, 2013. See Exhibit"A-2" -- Environmental Mitigation Action. The Firehouse 10 Educational Center is located at 2800 Lipscomb Street Fort Worth TX 76110. FWISD will be entitled to make Reimbursement Requests until 30 days after the Completion Deadline. PROJECT OBJECTIVES: FWISD will complete rehabilitation of the building in order to provide adult educational services to low and moderate income residents in southeast Fort Worth and will improve the grounds of the Property with the addition of a playground. SPECIFIC PURPOSE: The specific purpose of this project is to provide a community facility for use by FWISD to provide adult education services to low and moderate income City residents of a predominantly low and moderate income City neighborhood. CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 1 Rehabilitation of Firehouse 10 Educational Center-Fort Worth Independent School District 04-05-17 v x,rsa-i<u:. n....rw•Gn>r..�a��i,ln.»,nnf.s.,N�+i:ar'esm ' NOT£5 if�Rsr.�I rN'�xlaw:e: ' `�-t'c.tsn nv 0.. c'•.-_V... I _ . . JJJyyy � Lfi ri1 -x rv1•L! .�+Y G P+c 5 1 Y. 4 /t EFL Ki�i fl.i�iYVhY4CNS POA 9Qi�At�@Tblit Afr S'. - . 3. LlhQSFW'�•r A411 FRCaiX1{! TIE Ar•r pA kG AYJ..AS a'PFOIi.]{y yr CRT'MJL44lCE SCN >1 cF fN"P?W'rs AiT IY t•Eu1tiC}t IS u'LiJ ILb 7C K 1MT13Y h 9 c•>mrd"SYS R 1)1[O.t*—cmo. - �eHA4L CG.lG 415�.7tiE L{R.^,E MCC�CN bQ:.tl.. AFM l.E MM,;0::•�.v:Ows nS�J.Y!xot:.Fn[L:lE:CYS u'CCR mMt 'E+ LaSUI 0Mill i. [ It}uAELM E}1S�lIC. 3. SFt;st'^.�CF SEtpYtl fLOS#AfCiSEEY?iUr'CE„fW.+L LeG!r_y Cp pF Dr�iLikl FJ Sr MIeIFK.b'. L. YL 0. c gra p.IT y,TER�ilflr t.fl-1 10CES 9.it i5 r3'erv!!FA TQ R:_:•y'r•y.unJH e,T?vows'C.4'fH:IY x2aq•.. OTC'5'ulia .. 4FAA111i7r, F4C/Di Lti MSI XIi Rit LF f. •5!N�-1!}V:HS P�"R'r04 MIR'IC'S:«74 FLO64 AREi,F✓`F:l.LnGrpu. - rc e5 M” ar�u.�' E P,rTw;. a- PJtF_R><R➢pti.Cr�l[FS.T)ui aL YL`-rhSi,cAGc.'c.si a..a's.t4FL LD:.+.+bN Yo eE.ecrtcurgo.lYl lx_r+,SSA IUamyu t S. SELv{gEY'[rtyti••:rJR TiiC WT9hC CF fIIE SIFLi\uG+T�f?E�f_CF>T4R'f^ilR Y.'LV. J, nr Ga.a-iarE � 2 : .aa -F 'U wt 17, a t ftElpi AN OF To Am E :�. CITY DF FORT l WC7RTli ahiifela aE h.eE15 gaa A� �Ee FIRE STATION.# 10 �Hoffer nim IEe:$ Fo�W ren r �e�or ' 2W.UPSCOMeP7CM WOR r ,Tx: 5t irfotrd n e ori.. t�x's.r 3o2.0�§2 '. CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 2 Rehabilitation of Firehouse 10 Educational Center-Fort Worth Independent School District 04-05-17 EXHIBIT "A-I" 2017 HUD INCOME LIMITS FORT WORTH INDEPENDENT SCHOOL DISTRICT 2017 Median Family Income—Fort Worth/Arlington,TX* _ 1 Person 2 Persons 3 Persons 4 Persons 5 Persons 6 Personas 7 Persons 8 Persons 30%AMI T_$15,000 $17,150 $20,420 $24,600 $28,780 $32,960 $37,140 $41,320 50%AMI $25,000 $28,600 $32,150 $35,700 $38,600 $41,450 $44,300 $47,150 80%AMI $40,000 $45,700 $51,400 $57,100 $61,700 $66,250 $70,850 $75,400 *Income limits are published at least annually by HUD. Developer shall use the latest HUD income limits as published on the following websites: Updated limits must be obtained annually from the HUD website: https://www.huduser.gov/portal/datasets/il.htmi Current limits are found on the HUD website: https://www.huduser.gov/portal/datasets/il/i12016/2016summ ary.odn CDBG CONSTRUCTION[CONTRACT—EXHIBITS Page 3 Rehabilitation of Firehouse 10 Educational Center-Fort Worth Independent School District 04-05--17 EXHIBIT 66A-2" ENVIRONMENTAL MITIGATION ACTION FORT WORTH INDEPENDENT SCHOOL DISTRICT The Property is eligible for listing in the National Register of Historic PIaces as determined by the Texas Historical Commission. Although the work under this contract does not have an adverse effect on the historic properties of the facility, FWZSD must ensure that any future work does not adversely affect the historic properties of the facility. CDB(;CONSTRUCTION[CONTRACT--EXHIBITS Page 4 Rehabilitation of Firehouse 10 Educational Center-Fort Worth Independent School District 04-05-17 EXHIBIT "B" BUDGET FORT WORTH INDEPENDENT SCHOOL DISTRICT CDBG Funds Budeet Rehabilitation/Impr ovennents $400,000.00 Eligible Costs TOTAL $400,000.00 Project Budget ADA Accessible Elevator $207,853,08 Indoor Improvements $52,104.78 Restroom Improvements $36,674.96 Data Outlets $4,690.00 Outdoor Improvements $118,779.77 Total $420,102.59* *Includes Contingency. FW1SD must cover any costs exceeding the$400,000 CDBG Budget CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 5 Rehabilitation of Firehouse 10 Educational Center-Fort Worth Independent School District 04-05-17 EXHIBIT "C" CONSTRUCTION SCHEDULE FORT WORTH INDEPENDENT SCHOOL DISTRICT Activity CDBG Funds PHASE I Contract signed $0 ACTIVITIES: Purchase of Equipment ■ Purchase EIevator ■ Purchase Playground Equipment Contractor/subcontractor/vendor searches under the PHASE I COMPLETE Federal System for Award Management(www.sam.gav) $300,000.00 by:June 30,_2017 must be submitted prior to any reimbursement under this Phase. Hard Construction Costs • Install Elevator PHASE II ■ Restrooms ACTIVITIES: ■ Other Interior Improvements • Install Playground Equipment ■ Exterior Landscaping Contractor/subcontractorlvendor searches under the PHASE H Federal System for Award Management(wwkv.sam.gov) COMPLETED by: must be submitted prior to any reimbursement under October 31,2017 this Phase. $6Q,QOQ.QO* ■ Punch List/Final Inspections by FINAL PAYMENT Neighborhood Services Department $40,000.00** PHASE Inspectors • Construction Completed FINAL PAYMENT PHASE COMPLETED Final Payment $40,000.00** By:December 31,2017 TOTAL CDBG $400,000.00** FUNDS *FWISD will be reimbursed for eligible expenses only. The amounts are estimates and are subject to change. **FWISD must submit Reimbursement Requests and Complete Documentation to City within 60 days from each of the deadlines above in order to be reimbursed. Failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. CDBG CONSTRUCTION CONTRACT--EXHIBITS Page 6 Rehabilitation of Firehouse 10 Educational Center-Fort Worth Independent School District 04-05-17 EXHIBIT "D" AUDIT REQUIREMENTS FORT WORTH INDEPENDENT SCHOOL DISTRICT CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT AUDIT REQUIREMENTS Organizations expending $750,000 or more in federal awards (from City of Fort Worth and other funding sources) during their fiscal years shall obtain either an annual single audit or a program specific audit. Organizations may have a program specific audit in accordance with OMB Circular A-133, or other standard set forth in the Contract if applicable, if they expended funds for only one federal program as listed in the Catalog of Federal Domestic Assistance ("CFDA"). If funds are spent for more than one federal program, a single audit is required. The audited time period is the organization's fiscal year, and not the City of Fort Worth's funding period. The audit shall be conducted by a certified public accountant ("CPA")that is licensed at the time of the audit by the appropriate regulatory body. The CPA shall meet all of the general standards concerning qualifications, independence, due professional care and quality control as required by Government Auditing Standards, including the requirements for continuing professional education and external peer reviews. Auditor selection must adhere to federal procurement requirements. A separate supplementary schedule of revenues, expenditures and changes in fund balance for each City of Fort Worth contract is no longer required. The Schedule of Expenditures of Federal Awards should list City of Fort Werth 's contract numbers, the total expended for each individual federal program, and the CFDA number(DMB A-133 § .310). The independent auditor's report should include all of the relevant items listed on the "Audit Report Checklist." Additional guidance on the conduct and reporting of these audits is contained in the latest issuance of the following publications: Government Auditing Standards issued by the Comptroller General of the United States,2003 OMB Circular A-133 as revised 6130/97 and amended June 2003 OMB Circular A-133 Compliance Supplement AICPA's Statement of Position 98-3,"Audits of States,Local Governments, and Not-for-Profit Organizations Receiving Federal Awards" Various AICPA audit guides for nonprofits, colleges and universities and health and welfare organizations AICPA's Audit Risk Alert"State and Local Governmental Developments" Government Auditing Standards by the Texas Department of Housing and Community Affairs,for Properties Receiving Lore Income Housing Tax Credits All organizations that receive a City of Fort Worth award must submit the provided Audit Certification Form which certifies whether you are subject to a single/program audit. Organizations receiving federal awards from the City of Fort Worth who are not required to have an audit shall certify in writing to the agency. The organization's Chief Executive Officer or Chief Financial Officer shall make the certification within 60 days of the end of the organization's fiscal year in the year that the project was completed. CDEG CONSTRUCTION CONTRACT—EX141BITS Page 7 Rehabilitation of Firehouse 10 Educational Center-Fort Worth Independent School District 04-05-17 The following items should be submitted to the City of Fort Worth Internal Audit Department within the required timeframe: Due 60 days after organization's fiscal year end in the year that the project was completed: (required for all subrecipients) Completed Audit Certification Form Due within the earlier of 30 days after receipt of the auditor's report or nine months after the end of the audit period. Two copies of the entire audit report issued by the CPA Two copies of any management letter issued by the CPA in conjunction with the audit report Two copies of management's comments on all findings, recommendations, and questioned costs contained in the audit report and management letter, including a detailed corrective action plan Failure to submit any of these items by the required due date may result in holds on current draw requests,suspension of the organization's contract(s) and eligibility for future funding. If the organization does not meet the requirements of having a single/program audit conducted, records must still be kept available for review or audit by City staff(OMB A-133 Subpart B See 200(d). If additional information is needed concerning the audit requirements,please call (S 17) 392-6141. CDBG CONSTRUCTION CON'T'RACT—EXHIBITS Page S Rehabilitation of Firehouse 10 Educational Center-Fort Worth Independent School District 04-05-17 CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT SINGLE AUDIT REPORT CHECKLIST The Department developed this checklist to help organizations improve the quality and completeness of audit reports. ❑ General Purpose or Basic Financial Statements of the Organization Opinion/Report on Organization's Financial Statements in accordance with Government Auditing Standards ❑ Notes to the General Purpose or Basic Financial Statements of the Organization ❑ Opinion/Report on Schedule of Expenditures of Federal and State Awards ❑ All reports are signed and dated by the auditor ❑ Two copies of the audit reports are submitted ❑ Two copies of the management letter, if issued in conjunction with the audit report. Two copies of comments by management concerning all findings and recommendations included in management letter, including a corrective action plan. CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 9 Rehabilitation of Firehouse 10 Educational Center-Fort Worth Independent School District 04-05-17 EXHIBIT "E" LOAN DOCUMENTS FORT WORTH INDEPENDENT SCHOOL DISTRICT CDBC CONSTRUCTION CONTRACT—EXHIBITS Page 10 Rehabilitation of Firehouse 10 Educational Center-Fort Worth Independent School District 04-05-17 i NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Deed of Trust Security Agreement- Financing Statement CDBG Funds Terms Date: May____,2017 Grantor: Fort Worth Independent School District, apolitical subdivision of the State of Texas and a legally constituted independent school district Grantor's Mailing Address: Fort Worth Independent School District 100 N. University Drive,NW255B Fort Worth,TX 76107 Attention:Mauro Serrano, Assistant Superintendent Trustee: Vicki S. Ganske or Leann D. Guzman Trustee's Mailing Address: City Attorney's Office City of Fort Worth 200 Texas St. Fort Worth TX 76102 Tarrant County Lender: City of Fort Worth, a Texas municipal corporation Lender's Mailing Address: City of Fort Worth Neighborhood Services Department Attention: Assistant Director 200 Texas Street Fort Worth,Texas 76102 Tarrant County DEED OF TRUST—CDBG FUNDS Page 1 Port Worth Independent School District—Fire House 10 Educational Center Rev.04-05-17 i Loan. Authority: The loan evidenced by this Note(the"Loan")is being made pursuant to grant monies from the United States Department of Housing and Urban Development ("HUD")under Title I of the Housing and Community Development Act of 1974, as amended,42 USC 5301 et seq. for utilization in connection with its Community Development Block Grant("CDBG Program")and the Community Development Block Grant Entitlement Program Regulations,as amended, 24 CFR Part 570 et seq. (the"CDBG Regulations") with CDBG funds_ Obligations Note Date: May ,2017 Original Principal Amount: $400,000.00 Borrower: Port Worth Independent School District Lender: City of Fort Worth Terms of Payment: As provided in the Note Maturity Date: As described therein.and in the Contract (as defined below) In addition,Obligations shall include compliance by Grantor with the requirements of the CDBG Program more particularly described in Section F. below. Property(including any improvements): Lots 23 and 24, Block 12, South Hemphill Heights Addition, an Addition to the City of Fort Worth,Tarrant County,Texas according to the plat recorded in Volume 106, Page 132,Plat Records of Tarrant County, Texas, commonly known as 2800 Lipscomb Street, Fort Worth TX 76110; and Lots 1 - 7, Block 12,South Hemphill Heights Addition, an Addition to the City of Fart Worth, Tarrant County, Texas according to the plat recorded in Volume 106, Page 132,Plat Records of Tarrant County,Texas, commonly known as 2801 College Avenue, Fort Worth TX 76110 Together with the following personal property: All fixtures, supplies, building materials, and other goods of every nature now or hereafter located, used, or intended to be located or used on the Property; All pians and specifications for development of or construction of improvements on the Property; All contracts and subcontracts relating to the construction of improvements on the Property; DEED OF TRUST—CDBG FUNDS Page 2 Fort Worth Independent School District—Fire House 10 Educational Center Rev.04-05-17 All accounts, contract rights, instruments, documents, general intangibles, and chattel paper arising from or by virtue of any transactions relating to the Property; All permits,licenses,franchises,certificates,and other rights and privileges obtained in connection with the Property; All proceeds payable or to be .payable under each policy of insurance relating to the Property; and All products and proceeds of the foregoing. Notwithstanding any other provision in this Deed of Trust, the term "Property" does not include personal effects used primarily for personal,family,or household purposes. In addition to creating a deed-of-trust lien on the Property described, Grantor also grants to Lender a security interest in all of the above-described personal property pursuant to and to the extent permitted by the Texas Uniform Commercial Code. Prior Liens: None Other Exceptions to Conveyance and Warranty: The Permitted Fneumbrances identified on Exhibit"A"hereto; liens described in this Deed of Trust; and taxes,if any,for the current year. For value received and to secure performance of the Obligations, Grantor conveys the Property to Trustee in trust. Grantor warrants and agrees to defend the title to the Property, subject to the Other Exceptions to Conveyance and Warranty. On performance of the Obligations including payment of the Loan and all other amounts secured by this Deed of Trust if required and performance of the requirements of the CDBG Program,this Deed of Trust will have no further effect, and Lender will release it at Grantor's expense. Clauses and Covenants A. Grantor's Obligations Grantor agrees to- 1. keep the Property in good condition and repair; 2. pay all taxes and assessments on the Property before delinquency, and not authoriue a taxing entity to transfer its tax lien on the Property to anyone other than Lender; 3. defend title to the Property subject to the Other Exceptions to Conveyance and Warranty and preserve the lien's priority as it is established in this Deed of"frust; DEED OF TRUST—CDBG FUNDS Page 3 Fort Worth Independent School District—Eire House 10 Educational Center Rev.04-05-17 i 34 obey all laws, ordinances, and restrictive covenants applicable to the Property; 5. maintain all insurance coverages with respect to the Property, revenues generated by the Property, and operations on the Property that Lender reasonably requires ("Required Insurance Coverages"), issued by insurers and written on policy forms acceptable to Lender, and deliver evidence of the Required Insurance Coverages in a form acceptable to bender at least 10 days before the expiration of the Required Insurance Coverages. 6. keep any buildings occupied as required by the Required Insurance Coverages; 7. obey all laws, ordinances, and restrictive covenants applicable to the Property; 8. if the lien of this Deed of Trust isnot a first lien,pay or cause to be paid all prior lien notes pursuant to their respective terms and abide by or cause to be abided by all prior lien instruments;and 9. notify Lender in writing of arty change of address. Grantor agrees not to- 1. do or permit anything to be done that will impair the security of this Deed of Trust. B. Lender's Rights 1. Lender or Lender's mortgage servicer may appoint in writing a substitute trustee, succeeding to all rights and responsibilities of Trustee. 2. If the proceeds of the Loan are used to pay any debt secured by prior liens, Lender is subrogated to all the rights and liens of the holders of any debt so paid. 3. Notwithstanding the terms of the Note to the contrary,and unless applicable law prohibits, all payments received by Lender from Grantor with respect to the Obligations or this Deed of Trust may, at Lender's discretion, be applied first to amounts payable under this Deed of Trust and then to amounts due and payable to Lender with respect to the Obligations, to be applied to late charges, principal, or interest in the order Lender in its discretion determines. 4. If Grantor fails to perform any of Grantor's Obligations under this Deed of 'frust,subject to prior written notice and cure period,Lender may perform those obligations and be reimbursed by Grantor on demand for any amounts so paid, including reasonable DEED OF TRUST—CDBG FUNDS Page 4 Foil Worth Independent School District—Fire House 10 Educational Center Rev.04-0.5-17 attorney's fees, plus interest on those amounts from the dates of payment at the rate stated in the Note for matured,unpaid amounts.The amount to be reimbursed will be secured by this Deed of Trust. 5. If there is a default on the Obligations or if Grantor fails to perform any of Grantor's Obligations under this Deed of"frust and the default continues after any required notice of the default and the time allowed to cure, Lender may- a. declare any unpaid principal balance and any earned interest on the Obligations immediately due; b. exercise Lender's rights with respect to rent under the Texas Property Code as then in effect; c. direct Trustee to foreclose this lien,in which case Lender or Lender's agent will cause notice of the foreclosure sale to be given as provided by the'Texas Property Code as then in effect;and d. purchase the Property at any foreclosure sale by offering the highest bid and then have the bid creditedon the Obligations. 6. Lender may remedy any default without waiving it and may waive any default without waiving any prior or subsequent default. C. Trustee's Rights and Duties If directed by Lender to foreclose this lien, Trustee will- 1. either personally or by agent give notice of the foreclosure sale as required by the Texas Property Code as then in effect; 2, sell and convey all or part of the Property "AS IS" to the highest bidder for cash with a general warranty binding Grantor, subject to the Prior Lien and to the Other Exceptions to Conveyance and.Warranty and without representation or warranty, express or irnplied,by Trustee; 3. from the proceeds of the sale,pay, in this order- a. expenses of foreclosure, including a reasonable commission to Trustee; b_ to Lender, the full amount of principal, interest, reasonable attorney's fees, and other charges due and unpaid; C. any amounts required by law to be paid before payment to Grantor; DEED OF TRUST—CDBG FUNDS Page 5 Port worth Independent School District—Fire House 10 Educational Center Rev.04-05-17 i d. to Grantor, any balance; and 4. be indemnified, held harmless, and defended by Lender against all costs, expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of the trust created by this Deed of Trust,which includes all court and other costs, including reasonable attorney's fees,incurred by Trustee in defense of any action or proceeding taken against Trustee in that capacity. D. General Provisions 1. If any of the Property is sold under this. Deed of Trust, Grantor must immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor will become a tenant at sufferance of the purchaser,subject to an action for forcible detainer. 2. Recitals in any trustee's deed conveying the Property will be presumed to be true,absent evidence to the contrary. 3. Proceeding under this Deed of Trust,filing suit for foreclosure,or pursuing any other remedy will not constitute an election of remedies. 4. This lien will remain superior to liens later created even if the time of payment of all or part of the Obligations is extended or part of the Property is released, unless a subordination agreement is executed,by the I.,ender. 5. If any portion of the Obligations cannot be lawfully secured by this Deed of Trust,payments will be applied first to discharge that portion. 6. Grantor assigns to Lender all amounts payable to or received by Grantor from condemnation of all or part of the Property,from private sale in lieu of condemnation, and from damages caused by public works or construction on or near the Property. After deducting any expenses incurred, including reasonable attorney's fees and court and other costs, Lender will either release any remaining amounts to Grantor or apply such amounts to reduce the Obligations and any excess proceeds shall be paid to Grantor.Lender will not be liable for failure to collect or to exercise diligence in collecting any such amounts. Grantor will immediately give Lender notice of any actual or known threatened proceedings for condemnation of all or part of the Property. Notwithstanding the above, in the event of any fire or other casualty to the Property or eminent domain proceedings resulting in condemnation of the Property or any part thereof, Grantor shall have the right to rebuild the Property, and to use all available insurance or condemnation proceeds therefore,provided that(a) such proceeds are sufficient to keep the Obligations in balance and rebuild the Property in a manner that provides adequate security to Lender for repayment or performance of the Obligations or if such proceeds are insufficient then Grantor shall have funded any deficiency, (b) Lender shall have the right to approve DEED OF TRUST—CDBG FUNDS Page 6 Fort Worth Independent School.District—Fire House 10 Educational Center Rev. 04-05-17 i plans and specifications for any major rebuilding and the right to approve disbursements of insurance or condemnation proceeds for rebuilding under a construction escrow or similar arrangement, and (c) no material default then exists under the Loan documents other than attributable to casualty or condemnation. If the casualty or condemnation affects only part of the Property and total rebuilding is infeasible,then proceeds may be used for partial rebuilding and partial repayment of the Obligations in a manner that provides adequate security to Lender for repayment of the remaining balance of the Obligations,and any excess proceeds shall be paid to Grantor. 7. Grantor assigns to Lender absolutely, not only-as collateral, all present and future rent and other income and receipts from the Property. Grantor may as Lender's licensee collect rent and other income and receipts as long as Grantor is not in default with respect to the Obligation or this Deed of Trust. Subject to the terms of the Loan documents, Grantor will apply all rent and other income and receipts to payment of the Obligations and performance of this Teed of Trust,but if the rent and other income and receipts exceed the amount due with respect to the Obligations and the Deed of Trust, Grantor may retain the excess. If Grantor defaults in payment or performance of the Obligations or performance of this Deed of'frust, Lender may terminate Grantor's license to collect rent and other income and then as Grantor's agent may rent the Properly and collect all rent and other income and receipts. Lender neither has nor assumes any obligations as lessor or landlord with respect to any occupant of the Property. Lender may exercise Lender's rights and remedies under this paragraph without taking possession of the Property. Lender will apply all rent and other income and receipts collected under this paragraph as required by the Texas Property Code as then in effect. Lender is not required to act under this paragraph, and acting under this paragraph does not waive any of Lender's other rights or remedies. 8. Interest on the debt secured by this Deed of Trust will not exceed the maximum amount of non-usurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the principal of the debtor,if that has been paid,refunded. On any acceleration or required or permitted prepayment,any excess interest will be canceled automatically as of the acceleration or prepayment or, if`already paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded. This provision overrides any conflicting provisions in this and all other instruments concerning the debt. 9. In no event may this Treed of Trust secure payment of any debt that may not lawfully be secured by a lien an real estate or create a lien otherwise prohibited by law. 10. When the context requires, singular nouns and pronouns include the plural. 11. The term Note includes all extensions, modifications, and renewals of the Mote and all amounts secured by this Deed of'frust. 12. Grantor agrees to (a) keep at Grantor's address, or such other place as Lender may approve, accounts and records reflecting the operation of the Property and DECD OF TRUST—CDBG FUNDS Page 7 Fort Worth Independent School District—Fire House 10 Educational Center Rev.04-05-17 copies of all written contracts, leases, and other instruments that affect the Property; (b) prepare financial accounting records in compliance with generally accepted accounting principles consistently applied; and(c),at Lender's request on reasonable notice from time to time, permit Lender to examine and make copies of such books, records, contracts, leases, and other instruments at any reasonable time. 13. Grantor agrees to deliver to Lender, at Lender's request from time to time, internally prepared financial statements of Grantor and any guarantor of the Note prepared in accordance with generally accepted accounting principles consistently applied,in detail reasonably satisfactory to Lender and certified to be materially true and correct by the chief financial officer of Grantor or its certified public accountant,as applicable. 14. If Lender orders an appraisal of the Property while a default exists or to comply with legal requirements affecting Lender, Grantor, at Lender's request, agrees to reimburse Lender for the reasonable cost of any such appraisal. If Grantor fails to reimburse Lender for any such appraisal within 20 days of Lender's written request, that failure is a default under this Deed of Trust. 15. Grantor agrees to allow Lender or Lender's agents to enter the Property during regular business hours upon at least 48 hours prior notice and inspect it and any personal property in which Lender is granted a security interest by this Deed of Trust. 16. Grantor' tray not sell, transfer, or otherwise dispose of any Property, whether voluntarily or by operation of law, except for condemnation or to obtain utility easements, without the prior written consent of Lender. If granted, consent may be conditioned upon (a) the grantee's integrity, reputation, character, creditworthiness, and management ability being satisfactory to Lender; and (b) the grantee's executing, before such sale, transfer, or other disposition, a written assumption agreement containing any terms Lender may reasonably require,such as a principal pay down on the Obligations,an increase in the rate of interest payable with respect to the Obligations,a transfer fee,or any other modification of the Note,this Deed of Trust,or any other instruments evidencing or securing the Obligations. Grantor may not cause or permit any Property to be encumbered by any liens, security interests, or encumbrances other than the liens securing the Obligation and the liens securing ad valorem taxes not yet due and payable and the Permitted Exceptions without the prior written consent of Lender. If granted, consent may be conditioned upon Grantor's executing,before granting such lien,a written modification agreement containing any terms Lender may require,such as a principal pay down on the Obligations,an increase in the rate of interest payable with respect to the Obligations,an approval fee,or any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligations. Grantor may not grant any lien, security interest, or other encumbrance (a "Subordinate Instrument")covering the Property that is subordinate to the liens created DEED OF TRUST—CDBG FUNDS Page 8 Fort Worth Independent School District—Fire Douse 10 Educational Center Rev.04-05-17 by this Deed of Trust without the prior written consent of Lender. If granted, consent may be conditioned upon the Subordinate Instrument's containing express covenants to the effect that- a. the Subordinate Instrument is unconditionally subordinate to this Deed of Trust; b. if any action is instituted to foreclose or otherwise enforce the Subordinate Instrument,no action may be taken that would terminate any occupancy or tenancy without the prior written consent of Lender, and that consent, if granted,may be conditioned in any manner Lender determines; C. rents,if collected by or for the holder of the Subordinate Instrument,will be applied first to the payment of the Obligations then due and to expenses incurred in the ownership, operation, and maintenance of the Property in any order Lender may determine,before being applied to any indebtedness secured by the Subordinate Instrument; d. written notice of default under the Subordinate Instrument and written notice of the commencement of any action to foreclose or otherwise enforce the Subordinate Instrument must be given to Lender concurrently with or immediately after the occurrence of any such default or commencement; and C. in the event of the bankruptcy of Grantor,all amounts due on or with respect to the Obligations and this Deed of Trust will be payable in full before any payments on the indebtedness secured by the Subordinate Instrument. Grantor may inot cause or permit any of the following events to occur without the prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the corporation or the sale,pledge, encumbrance, or assignment of any shares of its stock; (b) a limited liability company, the dissolution of the company or the sale, pledge, encumbrance, or assignment of any of its membership interests; (c) a general partnership or joint venture, the dissolution of the partnership or venture or the sale, pledge, encumbrance, or assignment of any of its partnership or joint venture interests, or the withdrawal from or admission into it of any general partner or joint venturer; or (d) a limited partnership, (1) the dissolution, of the partnership, (2) the sale, pledge, encumbrance, or assignment of any of its general partnership interests, or the withdrawal from or admission into it of any general partner, or (3) except for a limited partnership interest in a low income housing project,the withdrawal from or admission into it of any controlling limited partner or partners. If granted,consent may be conditioned upon(a)the integrity, reputation, character, creditworthiness, and management ability of the person succeeding to the ownership interest in Grantor (or security interest in such ownership) being reasonably satisfactory to Lender; and (b) the execution, before such event, by the person succeeding to the interest of Grantor in the Property or ownership interest in Grantor DEED OF TRUST---CDBG FUNDS Page 9 Fort Worth Independent School District—Fire House 10 Educational Center Rev.04-05-17 (or security interest in such ownership)of a written modification or assumption agreement containing such terms as bender may reasonably require, such as a principal pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, a transfer fee, or any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligations. I7. Grantor agrees not to grant any future lien or security interest in the Property or to permit any future junior encumbrance to be recorded or any existing or future claim to otherwise become an encumbrance against the Property. If an involuntary encumbrance is filed against the Property, Grantor agrees, within 30 days of actual notice, to either remove the involuntary encumbrance or insure against it or provide a bond acceptable to Lender against the involuntary encumbrance. 18. This Deed of Trust binds, benefits; and may be enforced by the successors in interest of all parties. 19. If Grantor and Borrower are not the same person,the term Grantor includes Borrower. 20. Except as may be specifically stated in this Deed of Trust or the Note, Grantor and each surety, endorser, and guarantor of the Obligations waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity,protest,and notice of protest,to the extent permitted by law. 21. Grantor agrees to.pay reasonable attorney's fees, trustee's fees, and court and other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust is placed in the hands of an attorney,for enforcement. 22. If any provision of this Deed of Trust is determined to be invalid or unenforceable,the validity or enforceability of any other provision will not be affected. 23. The terra.Lender includes any mortgage servicer for Lender. 24. Ue debt and the performance secured by this Deed of Tyistis a nonr abligRt.OR Bf Berrawey. NekheF -A9r+ew-@F aeF any ether part), shall have any personal liability f_ r"ayment of the Loan de ribe.7 i the G nt, rt. The ole a e of T endo Obligations shall be 1he exercise of its right against the security for payment-arx-�� the Note. E. Construction Loan Mortgage 1. This Deed of`frust is a "construction mortgage" within the meaning of Section 9.334 of the Texas Business and Commerce Code. The liens and security interests DEED OF TRUST—CDBG FUNDS Page 10 Fort Worth independent School District--Fire House 10 lducational Center Rev. 04.05-17 f created and granted by this Deed of Trust secure an obligation incurred for the construction or rehabilitation of improvements on land. 2. Grantor agrees to comply with the terms, covenants and conditions of City Secretary Contract No. 49014 between Grantor and Lender (the "Contract") which requires the Note and this Deed of Trust. All advances made by Lender under the Contract will be indebtedness of Grantor secured by the liens created by this Deed of Trust,and such advances are conditioned as provided in the Contract. 3. All amounts disbursed by Lender before completion of the improvements to protect the security of this Deed of Trust up to the principal amount of the Note will be treated as disbursements under the Contract. All such amounts will bear interest from the date of disbursement at the rate stated in the Note, unless collections from Grantor of interest at that rate would be contrary to applicable law,in which event such amounts will bear interest at the rate stated in the Note for matured,unpaid amounts and will be payable on notice from Lender to Grantor requesting payment. 4. From time to time as Lender deems reasonably necessary to protect Lender's interests, Grantor will, on request of Lender, execute.a id deliver to Lender, in such form as Lender directs but subject to the rights of any senior lien holders, assignments of any and all rights or claims that relate to the construction of improvements on the Property. 5. In case of breach by Grantor of the terms, covenants and conditions of the Contract, Lender,at its option,subject to applicable notice,grace and cure periods,with or without entry on the Property,-may(a)invoke any of the rights or remedies provided in the Contract,(b)accelerate the amounts secured by this Deed of Trust and invoke the remedies provided in this Deed of Trust,of(c)do both. F. THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE FOLLOWING CONDITIONS AND RESTRICTIONS: The Note secured by this Deed of Trust is the Note required in the Contract between Grantor and Lender and has been executed and delivered in accordance with its terms. The funds advanced by Lender are CDBG funds and the Contract requires that the community facility located on the Property constructed in part with CDBG funds must benefit Income Eligible Clients for the 5 year Performance Period, all as more particularly defined in the Contract, in accordance with the CDBG Program and the CDBG Regulations (the"CDBG Requirements"): DEED OF TRUST—CDBG FUNDS Page 11 Fort Worth Independent School District—Fire House 10 Educational Center Rev.04-05-17 i Borrower shall fulfill the following CDBG Requirements: 1. Rehabilitate the second floor of the building located on the Property and obtain a Certificate of Occupancy. 2. Install an accessible elevator in the building. 3. Renovate an existing restroom in the building. 4. Construct a playground on the Property. 5. Operate an educational center in the building which provides educational services to a population 51% of whom are Income Eligible Clients. G. Collect income information on all clients served by Borrower with educational programming in the building in compliance with the Contract and the CDBG Regulations. 7. Meet the National Objective and the CDBG Requirements as more particularly defined in the Contract. S. Comply with all Contract terms and any applicable provisions of the CDBG Regulations. The Loan and any sums due under the Note or this Deed of Trust will be in default and may be declared immediately payable if the community facility located on the Property does not serve Income Eligible Clients and meet the National Objective and the CDBG Requirements for the 5 year Performance Period, all as more particularly defined in the Contract. In the event of such default,Lender may invoke any remedies provided herein or in the Contract. Upon performance of the obligations described in the Contract and the terms and conditions of the Loan Documents, the Loan (evidenced by the Promissory Note and secured by this Deed of Trust)will be forgiven,which forgiveness will occur automatically (and without further action or requirement on the part of Borrower or Lender) upon satisfaction by Borrower of its obligation to utilize the community facility to serve Income Eligible Clients and meet the National Objective and the CDBG Requirements for the 5 year Performance Period, all as more particularly defined in the Contract. Provided, however, upon such satisfaction, Lender agrees to return the original Promissory Note properly endorsed to reflect the fact that its forgiven and/or paid in full and to execute and file of record a release the Deed of Trust securing same both at Grantor's expense. This Deed of Trust has also been executed and delivered pursuant to the terms of the Contract. Grantor agrees to perform each and every obligation set forth in the Contract and will not permit a default to occur thereunder. Any default in the performance of Grantor's obligations under the terms of the Contract, the CDBG Program or CDBG Regulations shall be deemed a default in the terms of the Note and Lender may invoke any remedies provided herein. DEED OF TRUST—CDBG FUNDS Page 12 Fort Worth Independent School.District--Fire Hoose 10 Educational.Center Rev.04-05-17 i [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] DEED OF TRUST—CDBG FUNDS Page 13 Fort Worth Independent School District—Fire House 10 Educational Center Rev.04-05-17 THE CONTRACT, THE NOTE AND THE DEED OF TRUST CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. FORT WORTH INDEPENDENT SCHOOL DISTRICT By: Dr. Kent Scribner, Superintendent STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on , 2017 by Dr. Kent Scribner the Superintendent of the Fort Worth Independent School District, a political subdivision of the State of Texas and a legally constituted independent school district, acting on behalf of such school district. Notary Public, State of Texas AFTER RECORDING RETURN TO: City of Fort Worth City Attorney's Office Attention: Vicki S. Ganske 1000 Throckmorton Street Fort Worth, Texas 76102 DEED OF TRUST—CDBG FUNDS Page 14 Fort Worth Independent School District—Fire House 10 Educational Center Rev.04-05-17 i EXHIBIT"A" PERMITTED ENCUMBRANCES DEED OF TRUST---CDBG FUNDS Page 15 Fort Worth Independent School District—Fire House 10 Educational Center Rev. 04-05-17 f PROMISSORY NOTE Date: May ,2017 Borrower: Fort Worth Independent School District, a political subdivision of the State of Texas and a legally constituted independent school district, acting by and through its Board of Trustees Borrower's Mailing Address: 100 N. University Drive,NW255B,Fort Worth,Tarrant County,TX 76107 Lender: City of Fort Worth, Texas, a Texas municipal corporation Place for Payment: CIO Assistant Director of Neighborhood Services Department 200 Texas St. Fort Worth,Tarrant County,TX 76102 or at any other place that Lcnder may designate in writing Principal Amount: $400,000.00 Loan Authority: The loan evidenced by this Note(the"Load')is being made pursuant to grant monies from the United States Department of Housing and Urban Development("HUD")under Title I of the Housing and Community Development Act of 1974, as amended, 42 USC 5301 et seq. for utilization in connection with its Community Development Block Grant("CDBG Program") and the Community Development Block Grant Entitlement Program Regulations,as amended,24 CFR Part 570 et seq. (the"CDBG Regulations")with CDBG fiends. Annual Interest Rate: 0% Maturity Date: as described in City Secretary Contract No.49014 between Borrower and Lender for the CDBG funds (the"Contract") Annual Interest Rate on Matured, Unpaid Amounts: 6% Terms of Payment(principal and interest): The Principal Amount is a forgivable deferred payment loan. Payment of the Principal Amount will only be required if Borrower does not comply with the terms of the Contract, the requirements of the CDBG Program and the CDBG Regulations, or the terms of this Note and any instrument evidencing or securing the Loan (collectively, the "Loan Documents"). This Note is the Note required in the Contract and has been executed and delivered in accordance with its terms. The funds advanced by Lender are CDBG funds and the PROMISSORY NOTE—CDBG FUNDS Page l Fort Worth Independent School District—Fire House 10 Educational Center Rev.04-05-17 i Contract requires that the community facility located on the Property constructed in part with the CDBG funds must benefit Income Eligible Clients for the 5 year Performance Period as more particularly defined in the Contract(the"CDBG Requirements"): Borrower shall fulfill the following CDBG Requirements: 1. Rehabilitate the second floor of the building located on the Property and obtain a Certificate of Occupancy. 2. Install an accessible elevator in the building_ 3. Renovate an existing restroom in the building. 4. Construct a playground on the Property. 5. Operate an educational center in the building which provides educational services to a population.51% of whom are Income Eligible Clients. 6. Collect income information on all clients served by Borrower with educational programming in the building in compliance with the Contract and the CDBG Regulations. 7. Meet the National Objective and the CDBG Requirements as more particularly defined in the Contract. 8. Comply with all Contract terms and any applicable provisions of the CDBG Regulations. The Loan evidenced by this Note and the obligations described in the Contract pertaining to the CDBG Program and the CDBG Regulations will be in default and the Principal Amount and any other sums due hereunder may be declared immediately payable if the community facility located on the Property does not serve Income Eligible Clients and meet the National Objective and the CDBG Requirements for the 5 year Performance Period,all as more particularly defined in the Contract. In the event of such default,Lender may invoke any remedies provided in the Contract or the Deed of Trust for default. On performance of the obligations described in the Contract and the terms and conditions of the Loan Documents; the loan will be forgiven, which forgiveness will occur automatically(and without further action or requirement on the part of Borrower or Lender) upon satisfaction by Borrower of its obligation to utilize the community facility to serve Income Eligible Clients and meet the National Objective and the CDBG Requirements for the 5 year Performance Period, all as more particularly defined in the Contract. Provided, however, upon such satisfaction, Lender agrees to return the original Promissory Note properly endorsed to reflect the fact that its forgiven and/or paid in full and to execute and file of record a release the Deed of Trust securing same both at Borrower's expense. Security for Payment: This Note is secured by a Deed of Trust of even date from Borrower to Vicki S. Ganske, Trustee,or Leann D. Guzman, 'Trustee,which covers the following real property: Lots 23 and 24, Block 12, South Ilcmphill Heights Addition, an Addition to the City of PROMISSORY NOTE—CDBG FUNDS Page 2 Fort Worth Independent School District—Fire House 10 Educational Center Rev.44-05-17 i Fort Worth, Tarrant County, Texas according to the plat recorded in. Volume 106, Page 132, Plat Records of Tarrant County, Texas, Commonly known as 2800 Lipscomb Street,Fort Worth TX 76110; and Lots 1 - 7, Block 12, South Hemphill Heights Addition, an Addition to the City of Fort Worth, Tarrant County, "Texas according to the plat recorded in Volume 106, Page 132, Plat Records of Tarrant County, Texas, commonly known as 2801 College Avenue,Fort Worth TX 76110, (collectively,the"Property"). Other Security for Payment: None If the Principal Amount is not forgiven as herein provided, Borrower promises to pay to the order of Lender the Principal Amount. In that event, this Note is payable at the Place for Payment and according to the Terms of Payment. All unpaid amounts are due. by the Maturity Date. After maturity, Borrower promises to pay any unpaid principal balance plus interest at the Annual Interest Rate on Matured, Unpaid Amounts. If Borrower defaults in the payment of this Note or in the performance of its obligations under the Contract or the CDBG Program or the CDBG Regulations or any other obligation in any instrument securing or collateral to this Note,Lender may declare the unpaid principal balance, earned interest,and any other amounts owed on the Note immediately due and payable. Borrower and each surety,endorser,and guarantor waive all demand for payment,presentation for payment, notice of intention to accelerate maturity,notice of acceleration of maturity,protest, and notice of protest,to the extent permitted by law. Notwithstanding anything to the contrary, if a monetary event of default occurs under the terms of any of the Loan Documents, prior to exercising any remedies Lender shall give Borrower written notice of such default. Borrower shall have a period of 7 days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan Documents. Notwithstanding anything to the contrary,if a non-monetary event of default occurs under the terms of any of the Loan Documents,prior to exercising any remedies,Lender shall give Borrower written notice of such default. If the default is reasonably capable of being cured within 30 days,Borrower shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan Documents. If the default is such that it is not reasonably capable of being cured within 30 days,and if Borrower (i) initiates corrective action within said period, and (ii) diligently, continually, and in good faith works to effect a cure as soon as possible,then Borrower shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within 180 days after the first notice of default is given. PROMISSORY NOTL—CDBG FUNDS page 3 Port Worth Independent School Dishict •Eire House 10 Educational Center Rev.04-05-17 1 Borrower also promises to pay reasonable attorney's fees and court and other costs if this Note is placed in the hands of an attorney to collect or enforce the Note. These expenses will bear interest from the date of advance at the Annual Interest Rate on Matured, Unpaid Amounts. Borrower will pay Tender these expenses and interest on demand at the Place for Payment. These expenses and interest will become part of the debt evidenced by the Note and will be secured by any security for payment. Interest on the debt evidenced by this Note will not exceed the maximum rate or amount of non-usurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the Principal Amount or, if the Principal Amount has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if the excess interest has already been paid, credited on the Principal Amount or, if the Principal Amount has been paid, refunded.. This provision overrides any conflicting provisions in this Note and all other instruments concerning the debt. Each Borrower is responsible for all obligations represented by this Note. When the context requires, singular nouns and pronouns include the plural. The execution and delivery of this Note are required under the Contract. If any provision of this Note conflicts with any provision of the Contract,the Deed of Trust or any other document evidencing the same transaction between Lender and Borrower, the provisions of the Contract will govern to the extent of the conflict. Capitalized terms not defined herein shall have meanings assigned to them in the Contract. This Note will be construed under the laws of the state of Texas without regard to choice-of-law rules of any jurisdiction. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] PROMISSORY NOTE—CDBG FUNDS Page 4 Fort Worth Independent School District—Fire House 10 Educational Center Rev.04-05-17 i THE CONTRACT,THE NOTE AND THE DEED OF TRUST CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTER BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES, THERE ARE NO UNWRITTEN ORAL AGREEMEN'T'S BETWEEN THE PARTIES. FORT WORTH INDEPENDENT SCHOOL DISTRICT By: -- Dr. Kent Scribner, Superintendent PROMISSORY NOTE—CDBG FUNDS Page 5 Fort Worth Independent School District—Fire House 10 Educational Center Rev. 04-05-17 EXHIBIT "F" REIMBURSEMENT FORMS FORT WORTH INDEPENDENT SCHOOL DISTRICT CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 11 Rehabilitation of firehouse 10 Educational Center-Fort Worth Independent School District 04-05-17 Attachment I INVOICE Developer: Fort Worth Independent School District Address: City,State,Zip: Project: Rehabilitation of Firehouse 10 Educational Center Tax ID NO.: Amount This Invoice Cumulative to Aate. a, FWISD's Certification: I certify that the costs incurred are valid and consistent with the terms and conditions of the Contract between City and FWISD. By signing this invoice,I certify that to the best of my knowledge and belief the data included in this report is true and accurate. It is acknowledged that the provision of false information could leave the certifying official subject to the penalties of federal,state,and local law. Signature and Date: Name: Title: CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 12 Rehabilitation of Firehouse 10 Educational Center- Fort Worth Independent School District 04-05-1.7 Attachment xl City of Fort Worth Neighborhood Services Department Expenditure Worksheet Developer: Fort Worth Independent School District Project: Rehabilitation of Firchouse 10 Educational Center Line No. Date Check No. Payee or Beneficiary* Description* Amount 1 2 3 4 5 6 7 8 9 10 11 12 13 --- 14 1S 16 17 l8 19 20 21 22 23 24 25 26 27 28 29 30 Total *Payroll must identify employee, Rent must identify tenant. Other payments should identify individuals,if applicable. CDBG CONSTRUCTCON CONTRACT—EXHIBITS Page 13 Rehabilitation of Firehouse 10 Educational Center-Fort Worth Independent School District 04-05-17 EXHIBIT "G" DOCUMENTATION OF CDBG REQUIREMENTS FORT WORTH INDEPENDENT SCHOOL DISTRICT Capitalized terms not defined in this Exhibit shall have meanings assigned to them in the Contract. NATIONAL OBJECTIVE: At least 51%of the clients served by FWISD during the Performance Period with the Program at the educational center operated in the building must be Income Eligible Clients. Based on the nature of the service provided, FWISD will maintain documentation that verifies that at least 51% of the clients served by the Program are income eligible with current household incomes at or below 80% of AMI . In order to meet the National Objective, FWISD will have all students enrolled in the Program or who receive services from FWISD in the building complete the attached Certification of Income Statement the first time such client is served each year of the Performance Period and will ensure that 51% of the individuals receiving services are Income Eligible Clients. CDBG REQUIREMENTS: During Term of Contract: FWISD will use the CDBG Funds to rehabilitate the Firehouse 10 Educational Center, located at 2800 Lipscomb Street Fort Worth TX 76110. FWISD will spend CDBG Funds on eligible costs to finish out the second floor of the building in order to receive a Certificate of Occupancy,install an ADA accessible elevator, renovate an existing restroom,and install playground equipment. During Term of Performance Period: In consideration for the CDBG Funds provided through this Contract,FWISD agrees to provide the following information and meet the following requirements: • Once every quarter submit the attached Unduplicated Client Data Report — Attachment III and copies of Certification of Income Statements for all clients served. The Unduplicated Client Data Report - Attachment III summarizes information regarding the household income, size, race, ethnicity, gender of head of household, disability status, and income for all clients served by FWISD for the first time during each quarter. Clients served more than once during each year of the Performance Period shall only be counted the first time they are served when determining the total count of Unduplicated Clients. • Each quarterly report will be due as follows during the Performance Period: a 1St quarter(October-December)report due January 15 0 2nd quarter(January-March)report due April 15 0 3rd quarter(April-June)report due July 15 0 4th quarter(July-September)report due September 30 • Each report should contain a list of the Unduplicated Clients served for the quarter and should be e- mailed to the Compliance Division of the Neighborhood Services Department. Attached to the report should be a Certification of Income Statement for each client listed on the report. Each report will be a cumulative report, meaning the 2nd quarter report will contain the clients served on the Pt quarter; the 3rd quarter report will include clients served in quarters 1 and 2 and so on. A new report will be started October 1 of every year. CDBG CONSTRUCTION CONTRACT—EXHIRITS Page 14 Rehabilitation of Firehouse 10 Educational Center-Fort Worth Independent School District 04-05-17 Once every quarter submit an activity performance report in a format chosen by FWISD. The activity performance report must include information relevant to the execution of activities taken place at the building and on the Property, such as number and nature of classes/activities, length of each class/activity,enrollment count/attendance, attendance average and any other relevant information. • Meet the CDBG Requirements and National Objective as outlined in Exhibit"G". o Each Unduplicated Client served will complete a Certification of Income Statement form. The form will be verified by FWISD staff who will complete the "For Use by Agency Staff only" box at the bottom of the Certification of Income Statement once the form has been verified. o FWISD staff must ensure that at least 51% of all clients served have incomes at or below 80% of AMI on a yearly basis (October 1 through September 30). 100% of the usage of the Property must be directed toward activities that benefit low and moderate income individuals and households. a In order to demonstrate usage of the building, FWISD staff will maintain a calendar of events that take place in the building and at the Property. All events and activities held in the building and at the Property will benefit low and moderate income individuals and households. FWISD staff must make the calendar of events available to City staff during monitoring visits. a Along with a calendar of events, FWISD staff must have sign-in sheets available during City's monitoring. • In order to ensure compliance with the CDBG Requirements,FWISD staff located at the building must be provided with a copy of this Contract and a relevant CDBG training manual. CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 15 Rehabilitation of Firehouse 10 Educational Center-Fort Worth Independent School District 04-05-17 ,t is yT� 113 tot5 -V e y } gig 9 CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 15 Rehahilitation of Firchouse 10 Educational Center-Fort Worth Independent School District 04-05-17 CERTIFICATION OF INCONIF.STATEMENT Applicant Name: - Current Address: Phone : Household Members and Income (Including Applicant) Last Name First Name Age Monthly Source/Employer Name Income "PERSONAL 1 WOPAIA77I0N:(Check one in each item. Optional Liforiwtiou for Federal Reporting Ptuposes) s. ❑MALE h.❑WHITE ❑BLACK/AFRICAN AIIIERICAN ❑BLACK/AFRICAN AMERICAN&M711TE ❑FEmALE ❑AhIERICAN INDIAN/ALASKAN NATIVE ❑ASIAN ❑,V,[FRICAN INDIAN/ALASKAN NATIVE&NvHITE ❑ASIAN d:WHITE ❑NATRT HAWAIIAN/OTHER PACIFIC ISLANDER ❑BALANCE/OTHER ❑AtiFERICAN IlVDIAN/ALASKAN NATIVE&BLACKAFRICAN AAMERIC 4N c. ETHNICITY d. DISABLED e. IS CLIENT WOMEN HEAD OF HOUSEHOLD ❑HISPANIC ❑YES ❑ATS ❑NOIR(HISPANIC ❑NO ❑NO TOTAL.NUMBER OF HOUSEHOLD MEMBERS (Include Yourself AND everyone who lives in the house.) Total Anticipated Annual Household Income: Certification: I certify that the information I am providing is true and could be subject to verification at any time by a third party, l also acknowledge that the provision of false information could leave me subject to the penalties of Federal, State and local law. WARNING: TITLE 18,SECTION 1001 OF THE U.S.CODE STATES THAT A PERSON IS GLrILTY OF A FELONS FOR KNOWINGLY AND WILLINGLY INI.AEI G FALSE OR FRAUDULENT STATEMENTS TO ANY DEPART\VIENT OF THE UNITED STATES Govmmm.ENT. Signature of Applicant Date -----------------For use by A enq spaff otrl ---------- Household Size: Gross Annual Income: Applicable Income Limit: Is Applicant Eligible? Check if Applicant refused to provide demographic information: ❑ Staff Assessment of Demographics: Person Making Detennination: Date: NOTE: Address,inconte antounts and sources for ALL household rrlembers are required. CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 17 Rehabilitation of Firehouse 10 Educational Center-Fort Worth Independent School District 04-05-17 CERTIFICACION DE DECLARACION DE INGRESOS Nombre del Solicitante: Domicilio Actual: Nitmero de Telefono: Miembros en el Hogar a In rQ esos (Incluir el/la solicitante) Apellido Nombre Edad Inateso _ Fuente de Ingrresos/Nombre de Empleador Mensual **INFORNIACI6N PERSONAL:(Selection uno en cads categoria. Lnfommion optional pua pmp6sitos de inforamdon Fedeval) a. ❑MASCULINO b_❑CAUCASICO ❑NEGRO/AFRICANO AMERICANO ❑NEGROIAFRICANO AAIERICANO&CAUCASICO ❑FENM-UNO ❑1NDIO AMERTCANOINAMI 0 DE ALASKA ❑ASIATICO ❑1NDIO AhiERICANO/NA-nvQ DE ALASIO#C C.AUCASICO ❑ASIATICO&CAUCASICO ❑NATIVO HA\Vj IJANOIOTRO DE LAS ISLAS PACIFICAS ❑BAL.ANCE10TRO ❑INDIO AAMUCANO 1 NATNO DE ALASKA.&NEGRO/AFRICAN10 AR4ERICANO c. ETNICIDAD d.DISCAPACITADO e.LES EL SOLICITANTE UNA IA IUIER Y CABECERA DEL HOGAR? ❑HISPANO ❑S1 ❑SI ❑NO-MSPANO ❑NO ❑NO *NI MERG TOTAL DE NfIENIBROS EN EL HOGAR (Iztcluye a si misuio y a todos los que viven en In case) Ingreso total del hogar anual anticipado: Certilicacion: Certifieo que la infotynacian que proporciono es verdad y podria ser susceptible a la comprobaci6n a cualquier tiempo par teree,ros.Yo tambien reconono que la provision de infonnaci6n falsa me podria dejar sujeto a las penalidades Federales,Estatales y locales. A.DvERTENCIA:TiTULO 18,SECCION 1001 DEL CODIGO DE EF—VU.QUE UNA PERSONA ES CULPABLE DE U,N DELITO POR SABER Y VOLUNTARLLIIENTE Hit CER DECLARACIo\"ES FAI.SAS O FRA-UDULENTAs A CLiALQUIER DEPARTAA'IENTO DEL GOBlEm\O FsTADoux[DENSE. Firma del Solicitante Fecha ----------------Para use de em learlos de la a eireira----------__----- #De Miembros de Familia: Ingreso Anual: Limite de Ingreso: i Es solicitante elegible? Compruebe si ei solicitante se neg6 a dar su inforinaci6n personal: ❑ Evaluacidn del empleado sabre informacion personal: Persona baciendo la detetminaci6n: Fecha: Note: La direccian de la Casa J,los ingresos sirs origenes) para todos ntienibros del hogar soar requeridos. CABG CONSTRUCTION CONTRACT—EXI-l1 BITS Page 18 Rehabilitation of Firehouse 10 Educational Center- Fort Worth Independent School District 04-05-17 EXHIBIT "H" FEDERAL LABOR STANDARDS PROVISIONS-DAVIS-BACON REQUIREMENTS FORT WORTH INDEPENDENT SCHOOL DISTRICT CDBC CONSTRUCTION CONTRACT—EXHIBITS Page 19 Rehabilitation of Firehouse 10 Educational Center-)Fort Worth Independent School District 04-05-17 Federal Labor Standards Provisions U.S.Department of Housing and Urban Development Office of Labor Relations APpilcab[Ifty (1) The .work to be performed by.the classiflcallon The Project or Program to which the construction work requested is not performed by a classification In the wage covered by this contract pertains Is being assisted by the determination;and United States of America and the following Federal Labor (2) The classlflcatlon Is utilized In the area by the Standards Provisions are Included in [his Contract construction Industry;and pursuant to the provisions applicable,to such Federal (a) The proposed wage rate,-Including.any bona fide assistance, fringe benefits, bears a reasonable relationship to the A. 1. (t) Minimum Wages. All laborers and mechanics wage rates contained In the wage determinotian- employed or working upon the site of the work,will be paid (b) If the contractor and the laborers and mechanics to be unconditiona€ly and not less often than once a week• and employed In the ciassificotion (if known), or- their without subsequent deduction or rehate on any account representatives, and HUD or Its designee agree on the (except such payroll deductlors as are permitted by classification and wage rate (including the amount regulations Issued by the Secretary of Labor under the designated for fringe benefits where appropriatey, a report Copeland Act (29 CFR Part 3), the full amount of wages of the action taken shall be sent by HUD or its designee io and bona fide fringe benefits (or cash equivalents thereof) the Administrator of the Wage and Hour Division, due at time of payment computed at rates not less than Employment Standards Administration, U.S. Department of those contained In the wage determination of the Labor, Washington, D.C. 20214. The Administrator, or an Secretary of Labor which Is attached hereto and.made a authorized rapresentative, will approve, modify, or part hereof, regardless of any contractual relationship disapprove ovary additional classification action within 34 which may be alleged to exist between the contractor and days of receipt and so advise HUD or its designee or will such laborers and mechanics. Contributions made or notify HUD or its designee within the 30-day period that costs reasonably anticipated for bona fide fringe benefits additional time is necessary, (Approved by the Office of under Section I(b)(2) of the Davis-Bacon Act on behalf of Management and Budget under OMB control number 1215- laborers or mechanics are considered wages paid to such 0140.) laborers or mechanics,subject to the provisions of 29 CFR (c) in the avant the contractor,the laborers or mechanics also, regular contributions made or costs to be employed In the classification or their Incurred for more than a weekly period (but not less often on than quarterly) under plans, funds, or programs, which the proposedes, and HUD or its designee do not agree he the proposed classification and wage rate {Including the cover the particular weekly period, are deemed to be amount designated for fringe benefits,where appropriate}, constructively made or Incurred during such weekly period. HUD or its designee shall refer the questions, including Such laborers and mechanics shall be paid the appropriate the views of all interested parties and the recommendation wage rate and fringe benefits on the wage determination of HUD or its designee, to the Administrator for for the classification of work actually performed, without determinatlan. The Administrator, or an authorized regard to skill, except as provided in 29 GFR 5.5(a)(4). representative,will issue a determination withln 30 days of Laborers or mechanics performing work in more than one receipt and so advise HUD or its designee or will notify classification may be compensated at the rate specified for HUD or Its designee within the 30-day period that .each classification for the lima actuality worked therein: additional time Is necessary. (Approved by the Office of Provided, That the employer's payroll records accurately Management and Budget under OMB Centrol Number set forth the time spent in each classification in which 1215-0140.) work Is performed. The wage determination(including any (d) The wage rate (including fringe benefits where additional classification and wage rates conformed Under 29 CFR 5.5(a)(1)(II) and the Davis-Bacon poster (WH- appropriate) determined , shall be pall to all to subparagraphs 1321)shall be posted at all times by the contractor and its (1)(ii}(b} or (c) of this paragraph, sobcontractars at the site of the work in a prominent and workers perfcrming work in the classification under this accessible, place where it can be easily seen by the contract from the first day on which work Is performed In the classification.- workers. (ill (a) Any class of laborers or mechanics which is not (ill) Whenever the minimum wage rate prescribed in the listed In the wage determination and which Is to be contract for a class of inharars or mechanics Includes a employed under the contract shall be classified In fringe benefit which Is not expressed as an hourty rate,the conformance with the wage determination. HUD shall contractor shall either pay the benefit as stated in the approve an additional classification and wage rate and wage determination or shall pay another bona fide fringe fringe benefits therefor only when the following criteria bensfit or an hourly cash equkvalent thereof. have been met; (1v) If the contractor does not make payments to a trustee or other third person, the contractor may consider as part form HUD-4010(0612009) Previous edlliors are obsolete Page 1 of 5 ref,Handbook 1344.1 CDB(;CONSTRUCTION CONTRACT—EXIIIBITS Pre 20 Rehabilitation of Firehouse 10 Educational Center-Fort Worth Independent School District 04--05-17 of the wages of any laborer or mechanic the amount of any communicated in writing to the laborers or mechanics costs reasonably anticipated in providing bona fide fringe affected, and records which show the costs anticipated or benefits under a plan or program, Provided, That the the actual cost Incurred In prgvid@ng such benefits. Secretary of Labor has found, upon the written request of Contractors employing apprentices or trainees under the contractor, that the applicable standards of the Davis- approved programs shall maintain written evidence of the Bacon Act have been met. The Secretary of Labor may registration of apprenticeship programs and certification of require the contractor to set aside in a separate account trainee programs, the registration of the apprentices and assets for the meeting of obligativns under the plan or trainees, and the reties and wage rales prescribed In the program. (Approved by the Office of Management .and applicable programs. (Approved by the Office of Budget under OMS Control Number 1215-0140,) Management and Budget under OMB Control Numbers 2. Withholding. HUD orals designee shall upon its own 1215-0140 and 1215-0017.) action or upon written rcquest . of 'an authorized (it) (a) The contractor shall submit weekly for each week representative of the Department of Labor withhold or In which any contract work is performed a copy of all cause to be withheld from the contractor under this payrolls_to HUt) or its designee if the agency is a party to contract or any other Federal contract with the same prime the contract, but if the agency is not such a party, the contractor, or any other f=ederally-assisted contract contractor will submit the payrolls to the applicant subject to Davis-Bacon prevailing wage requirements, sponsor,or owner, as the case may be, far transmission to which Is held by the same prime contractor so much of the HUD or its designee. The payrolls submitted shall set out accrued payments or advances as may be considered accurately and completely alf of the Information required necessary to pay laborers and mechanics, including to be maintained under 29 CFR 5.5(a)(3)(1)except that full apprentices, trainees and helpers, employed by the social security numbers and home addresses shall not be contractor or any subcontractor the full amount of wages inctuded on weekly transmittals. Instead the payrolls shall required by the-contract In the event of failure to pay any only need'to include an individually Identifying number far laborer or mechanic. Including any apprentice, trainee or each employee (e.g.,the last four digits of the employee's helper, employed or working on the site of the work, all or social security numher). The required weakly payroll part of the wagon required by the contract, HUD or its information may be. submitted in any form desired. designee may, after written notice to the contractor, Optional Farm WH-347 Is available for this purpose from sponsor, applicant, or owner, take such action as may be the Wage ' and Hour Division Web site at necessary to cause the suspension of any further http://www.dyl-covlesalwhdltormslwh247instr.hfm or its payment, advance, or guarantee of funds unfit such successor site. The prime contractor Is responsible for violations have ceased_ HUD or Its designee may, after the submission of copies of payrolls by all subcontractors. written notice to the contractor, disburse such amounts Contractors and subcontractors shall maintain the full withheld for and on account of the .contractor or social security number and current address of each subcontractor to the respective employees to whom they covered worker, and shall provide them upon request to are due. The Comptroller General shall make such HUD or Its designee if the agency is a party to the disbursements In the case of direct Davis-Bacon Act contract, but If the agency Is not such a party, the contracts. contractor will submit the payrolls to the applicant 3. (1) Payrolls and basic racords. Payrolls and basic sponsor,or owner,as the case may be,for transmission to records relating thereto shall be maintained by the HUD or Its designee, the contractor,or the Wage and Hour contractor during the course of the work preserved for a Division of the Department of Labor for purposes of an period of three years thereafter for all laborers and Investigation or audit of compliance with prevailing wage requirements. It Is not a violation of this subparagraph for re mechanics working at the site of the work. Such records 4 shall contain the name, address, and social security a prime contractor to require a subcontractor to provide number of each such worker, his or her correct addresses and social security numbers to the prime classification, hourly rates of wages paid (Including rates contractor for its own records, without weekly submission of contributions or costs anticipated for bona fide fringe _ to HUD or its designee. (Approved.by the Office of benefits or cash equivalents thereof of the types described Management and Budget under OMB Control Number In Section I(b)(2)(B) of the Davfs•bacon Act), daily and 1215-0149.) weekly number of hours worked, deductions made and (b) Each payroll submitted shall be accompanied by.a actual wages paid. Whenever the Secretary of Labor has "Statement of Compliance.' signed by the contractor or- found under 29 CFR 5.5 (a)(f}(iv) that the wages of any subcontractor or his or her agent who pays or supervises Iabgrer or mechanic include the amount of any costs tha payment of the persons employed under the contract reasonably anticipated in providing benefits under a plan and shall certify the following: or program described In Section 4b)(2)(B) of the Davis- (1) That the payroll for the payroll period contains the bacon Act, the contractor shall maintain records which information required to be provided under 29 CFR 5.5 show that the commitment to provide such benefits is (a)(3)(11), the appropriate Information is being maintained enforceable, that the plan or program Is financially under 29 GFR 5.5(a)(3)(i), and that such Information Is responsible, and thai the plan or program has been correct and complete; Previous editions are obsolete form HU0 4010(0612069) Page 2 of 5 ref.Handbook 1344.1 CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 21 Rehabilitation of Firehouse 10 Educational Center-Fort Worth Independent School District 04-05-17 (2) That each laborer or mechanic(including each helper, is not registered or otherwise employed as stated above, apprentice, and trainee) employed on the contract during shalt be paid not less than the applicable wage rate on the the payroll period has been paid the full weekly wages wage determfnation for the classification of work actually earned, without rebate, either directly or indirectly, and performed. In addition,any apprentice performing work on that no deductions have been made either directly or the job site in excess of the ratio permitted under the Indirectly from the full wages earned, other than registered program *hail be paid not less than the permissible deductions as set forth in 29 CFR Part 3; appiicabie wage rate on the wage detormination for the (3)-That each laborer or mechanic has been paid not less work actually performed. Where a contractor Is performing than the applicable wage rates and fringe benefits or cash construction on a project In a locality othor than that in equivalents for the classification of work performed, as which its program is registered, the ratios and wage rates specified in the spplleable wage determination (expressed in percentages of the journeyman's hourly incorporated into the contract. rate) specified in the contractor's or subcontractor's {c) The weekly submission of a property executed registered program:shall be observed. Every apprentice must he paid at not less than the rate specified in the certification set forth on the reverse side of Optlonabrorm registered program for the apprentice's level of progress, WH-347 shall satisfy the requirement for submission of the expressed as a percentage of the Journeymen hourly rate 'Statement of Compliance' required by subparagraph specified _ in the applicable wage determination. A.3.(i])(b). Apprentices shall be paid fringe benefits in accordance (d) The falsif€cation of any of the above certifications may with the provisions of the apprenticeship program. If the subject the contractor or subcontractor to civil or criminal apprenticeship program does not specify fringe benefits, prosecution under Section 1001 of Title t8 and Section apprentices must be paid the full amount of fringe benefits 231 of Title 31 of the United States Code. • listed on the wage determination for the applicable (111) The contractor or subcontractor shall make the classification, if the Administrator determines that a records requ€rad under subparagraph A.3.(I) available for different practice prevails for the appllcabte apprentice Inspection, copying, or transcription by authorfxed classification,fringes shall be paid in accordance with that representatives of HUD or Its designee or the Department determination. In the event the Office of Appreniicashlp of Labor, and shall permit such representatives to Training, Employer and Labor Services, or a State Interview employees during working hours on the job. If Apprenticeship Agency recognized by the Office, the contractor or subcontractor falls to submit the required withdraws approval of an apprenticeship program, the records or to make them available, HUD or its designee contractor wilt no longer he permitted to utilize may, after written notice to .the contractor, sponsor, apprentices at less than the applicable predetermined rate applicant or owner,take such action as may be necessary for the work performed until an acceptable program is to cause the suspension of any further payment,'advance, approved. or guarantee of funds. Furthermore, failure to submit the (Ii) Trainees. Except as provided in 29 CFR 5R6, required records upon request or to make such records trainees will not be permitted to work at less than the available may be grounds fur debarment action pursuant to predetermined rate for the work performed unless they are 29 CFR 5.12. employed pursuant `,to and Individually registered in a 4. Apprentices and Trainees. program which has received prior approval, evidenced by (t) Apprentices. Apprentices will be permitted to work at format certification by the U.S. Department of Labor, lass than the predetermined rate for the work they Employment and Training Administration. the ratio of performed when they are employed pursuant to and trainees to journeymen on the job site shat€ not be greater individually registered In a bona fide apprenticeship than permitted under the plan approved by the program registered with the U.S. Department of Labor, Employment and Training Administration. Every trainee Employment and Training Administration, Office of must be paid at not less than the rate specified in the Apprenticeship Training, Employer and Labor Services, or approved program for the trainee's level of progress, with a State Apprenlleaship Agency-recognized by the expressed as a percentage of the journeyman hourly rate Office, or If a person is employed in his or her first 90 spectfied In the applicable wage determination. Trainees days of probationary employment as an apprentice In such shall be paid fringe benefits In accordance with the an apprenticeship program, who is not individually provisions of the trainee program. If the trainee program registered In the program, but who has been certified by does not mention fringe benefits, trainees shall be paid the Office of Apprenticeship Training, Employer and Labor the full amount of fringe benefits listed on the wage Services or a State Apprenticeship Agency (where determination unless the Administrator of,the Wage and appropriate) to be eligible for probationary employment as Hour Division determines that there Is an apprenticeship an apprentice. The allowable ratio of apprentices to program associated with the corresponding Journeyman journeymen on the jab site In any craft 0"Oflcatlon shall wage rate on the wage determination which provides for not be greater than the ratio permitted to the contractor as less than full fringe benefits for apprentices. Any to the entire work force under the registered program. Any employee listed on the payroll at a trainee rats who is not worker listed on a payroll at an apprentice wage rate,who registered and participating In a training pian approved by Previous editions are obsolete form HDD-0010(Qa12009) Page 3 of 5 ref.Handbook 1344.9 CD13c COINS RUCTION CONTRACT—EXHIBITS Page22 Rehabilitation of Firehouse 10 Educational Center-Fort Worth Independent School District 04-05-17 the Employment and Training Administration shall be paid awarded HUD contracts or participate in HUD programs nal less than the applicable wage rate on the wage pursuant to 24 CFR Part 24. . delermination for the work actually performed. in addition, (if) No part of this contract shall be subcontracted.to any any trainee performing work on the Job site in excess of person or firm ineligible for award or a Government the ratio permitted under the registered program shall be contract by virtue of Section 3(a) of the Davis-Bacon Act paid not less than the applicable wage rate an the wage or 29 CFR 5.12(a)(1) or to be awarded HUD contracts or determination for the work actually performed. in the participate in HUD programs pursuant to 24 CFR Part 24. event the Employment and Training Administration withdraws approval of a training program, the contractor Ilii} The penalty for making false statements 10 , is prescribed will no longer be permitted to utilize trainees at fans than €n the U.S. Criminal Cade, iii U.S.C. , Title Additionally, the applicable predetermined rate for the work performed 'Fed Criminal g Admde, nistra i 1 ra 0, Title 16, U.S.C., until an acceptable program is approved. 'Federal Housing r the purpose transactions", provides in part: "Whoever, for the purpose of. . . influencing in any (M) Equal employment opportunity. The utilization of way the aotlon of such Administration..... makes, utters or apprentices, trainees and journeymen under 29 CFR Part 5 publishes any statement knowing the eame to be false..... shall be In conformity with the equal employment shall be fined net more than $5,000 or Imprisoned not opportunity requirements of Executive Order 11246, as more than two years,or both.` amended,and 29 CFR Part 30. 11. Complaints, Proceedings, or Testimony by 5. Compliance with Copeland Act requirements. The Employees. No laborer or mechanic to whom the wage, contractor shall comply-with the requirements of 29 CFR salary,or other labor standards provisions of this Contract Part 3 which are incorporated by reference in this contract are applicable shall be discharged or In any other manner 6. Subcontracts. The contractor or subcontractor will discriminated against by the Contractor or any insert In any subcontracts the ctauses contained in Subcontractor because such employee has filed any subparagraphs 1 through 11 In this paragraph A and such complaint or inslltuted or caused to be instituted any other clauses as HUD or its designee may by appropriate proceeding or has testified or is about to testify in any Instructions require, and a copy of the applicable proceeding under or relating to the iabor standards prevailing wage decision, and also a clause requiring the applicable under this Contract to his employer. subcontractors to include these clauses in any lower tier B. Contract Work Hours and Safety Standards Act. The subcontracts. The prime contractor shall he responsible provisions of this paragraph B are applicable where the amount of the for the compliance by any subcontractor or lower tier prune contract exceeds$100,000. As used In this paragraph, the subcontractor with all .the contract clauses in this terms"laborers"and"rnechanfcs'Include watchmen and guards. paragraph. (1) overtime requirements, No contractor or subcontractor . 7, Contract termination; debarment. A breach of the contracting for any part of the cor3tract work which may require or contract clauses In 29 CFR 5.5 may be grounds for involve the employment of laborers or mechanles shall require or termination of the contract and for debarment as a permit-any such laborer or mechanic In any workweek in which the contractor and a subcontractor as provided in 29 CFR €nd;vldual Is employed on such work to work In excess of 40 hours in 5.1.2, such workweek unless such laborer or mecleenlc receives S. Comptlaitce with Davls•Bacon and Related Act Requirements. compensation at a rate not less than one and one-half times the basic At; rulings and interpretations of the Davis-Bacon and rate of pay for all hours worked In excess of 40 hours In such Related Acts contained In 29 CFR farts 1, 3, and 5 are workweek. herern incorporated by reference in this contract (2) Violation; liability for unpaid wages; liquidated 9. Disputes concerning labor standards. Disputes damages. In the event of any Violation of the clause set arising out of the labor standards provisions of this forth in subparagraph (1) of this paragraph, the contractor contract shaif not be subject to the general disputes and any subcontractor responsible therefor shall be liable clause of this contract. Such disputes shalt be resolved in for the unpaid wages. In addition, such contractor and accordance with the procedures of the Department of subcontractor shall ba liable to the United States (In the Labor Set forth In 29- CFR Parts 5, 6, and 7. Disputes case of work done under contract for the District of within the meaning of this clause include disputes between Cofumbta or a territory, to such D€strict or to such the contractor (or any of Its subcontractors) and HUD or territory), for liquidated damages. Such liquidated its designee, the U.S. Department of Labor, or the damages shalt be computed with respect to each indlviduai employees or their representatives_ laborer or mechanic, including watchmen and guards, 1h. (1) Certification of Eligibility, .By entering Into this employed In violation of the clause set forth In contract 16 contractor certifies that neither R (nor he or subparagraph(1)of this paragraph,in the sum of$10 for each she) nor any person.or firm who has an Interest in the calendar day on which such irdividuaf was required or permitted to contractor's firm is a parson or firm Ineligible to be work in excess of the standard workweek of 40 hours withoul payment awarded Government contracts by virtue of Section 3(a)of of the overtime wages required by the clause set forth in sub the Davls-Bacon Act or 29 CFR 5.12[x)(1) or to be parigraph(i)of this paragraph. Previous editions are obsolete form HUD-4010(0612009) Page 4 of 5 ref.Handbook 1344.1 CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 23 Rehabilitation of Firehouse 10 Educational Center-Fort Worth Independent School District 04-05-17 (3) Withholding for unpaid wages and liquidated damages. HUD or Its designee shall open its own action or upon written request of an authorized-representative of the Department of Labor withhold or cause to be withhefd, from any moneys payable on account of work performed by the contractor or subcontractor ander any such contract or any other Federal contract with the same prime contract, or any other Fadarally-assisted contract subject to the Contract Work Hours and Safety Standards Act which Is . held by the same prune contractor such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and Hquidated damages as provided In the clause set forth In subparagraph(2)of this paragraph. (4) Subcontracts. The contractor or subcontractor shall Insert In any subcontracts the clauses set forth in subparagraph (1)through (4) of this paragraph and also a clause requiring the subcontractors to Include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth In subparagraphs (1) through (4) of this paragraph. G. Health and Safety. The provisions of this paragraph C are applicable where the amount of the prime contract exceeds$100,000. t1) No laborer or mechanic shall be required to work in surroundings cr under working condktlons which are unsanitary, hazardous, or dangerous to his health and safety as determined under construction safety and health standards promulgated by the Secretary of labor by - regulation. - (2) The Contractor shall comply with all regulations Issued by the Secretary of Labor pursuant to Title 29 fart. 1826 and failure to comply may result In Imposition of sanctions pursuant to the Contract Work Hours and Safety Standards Act, (Public Law 01-54, 83 Stat 96). 40 USC 3701 a#'sea. (3) The contractor shalt Include the provisions of this paragraph In every subcontract so that such provisions will be binding on each subcontractor. The contractor shall take such action with respect to any subcontractor as the Secretary of Housing and urban Development or the Secretary of Labor shall direct as a means of enforcing such provisions. - Previous editions are obsolete forin H1,10-4010(0612009) Page 5 of 5 ref.Handbook 11344.11 CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 24 Rehabilitation of 1,irehouse 10 Educational.Center-Fort Worth Independent School District 04-05-17 EXHIBIT "I" SECTION 3 REPORTING FORMS FORT WORTH INDEPENDENT SCHOOL DISTRICT CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 25 Rehabilitation of Firehouse 10 Educational Center -Fort Worth Independent School District 04-05-17 Section 3 Summary Report U.S.Department of Housing OMB Approval No, 2529-0043 Economic Opportunities for and Urban Development (exp.11/310112010) Low—and Very Low-Income Persons Office of Fair Housing _ And Equal Opportunity HUDFielid Olire: Section back of page for Public Reporting Burden Malemert[ 1_Recipienl Name&Address: (street,city,stale,np) 2.Federal W.olificatan:(grant na.J 3.Total Amount of Award, 4.COntacL Person 5.Phone;(Include area code) G.Length of Grant 7.Reporting Period: A.Dale Report Suhrditted 0.Program Code: (u1 separate sheet 10.Pragmm Name! br each program cods) Part 1: Employment and Training{"`Columns B,C and F are mandato fields, Include Nevi Hires In F 3F) _ A B C .,._. _.. .E F Number of Number of New 1Aggrega le Number %of Total staff Hours Number of Section 3 Jab Category New Hires Hires that are o1 Staff Hours of Neer Hires for Section 3 Employees Trainees Sec.3 Residents that are Sec.3 Hesidents and Trainees Professionals Technicians OfFfcelClerical Construction by Trade(List) Trade Trade Trade Trade Trade Other List Total 'Progrvm Codes 3=Publiulndian Horsing 4=Homeless Assistance B-CDBG State Administered 1=Flexible subsidy A=Development, 5=HOME 9=Other CD Programs 2=section 202!011 B=Operation 6=HOME State Administered 10=Other}busing Programs C=Maeiemization 7=CDBG Fntrtlement Page 1 012 form HUO fill(6M11) Ref 24 CFR 135 CDBG CONSTRUCTION CONTRACT—EXIIIBITS Page 26 Rehabilitation of firehouse 10 Educational Center-Fort Worth Independent School District 04-05-17 Part It: Contracts Awarded 1. Construcllon Contracts: A. Total dollar amount of all contracts awarded on the project 5 B. Total dollar amount of contracts awarded to Section 3 businesses $ C. Percentage of the total dollar amount that was awarded to Section 3 businesses % D. Total number of Section 3 businesses receiving contracts 2. Non-Construction Contracts: A. Total dollar amount all non-construction contracts awarded on the projecuactivity 5 8, Total dollar amount of nonconstrucllon cenlracts awarded to Section 3 businesses $ C. Percentage of the total dollar amount that was awarded to Section 3 businesses % D. Total number of Section 3 businesses receiving non-construction contracts Part III: Summary Indicate the efforts made to direct the employment and other economic opportunities generated by HUD financial assistance for housing and community development programs,to the greatest extent feasible,toward low-and very low-income persons,particularly those who are recipients of government assistance for housing. (Check all that apply.) Attempted to recruit tow-income residents through: local advertising media,signs prominently displayed at the project site, contracts with the community organizations and public or private agencies operating within the metropolitan area(or nonmetropolitan county)in which the Section 3 covered program or project is located,or similar methods. Participated in a HUD program or other program which promotes the training or employment of Section 3 residents. Participated in a HUD program or other program which promotes the award of contracts to business concerns which meet the definition of Section 3 business concems. Coordinated with Youthbuitd Programs administered in the metropolitan area in which the Section 3 covered project is located. Other;describe below. Public reporting for this collection of information is estimated to average 2 hours per response,including the time for reviewing instructions, searching existing data sources,gathering and maintaining the data needed,and completing and reviewing the collection of information. This agency may not collect this information,and you are not required to complete this form,unless it displays a currentty valid OMB number. Section 3 of the Housing and Urban Development Act of 1968,as amended,12 U.S.C.1701u,mandates that the Department ensures that employment and other economic opportunities generated by its housing and community development assistance programs are directed toward low-and very-low income persons,particularly those who are recipients of government assistance housing. The regulations are found at 24 CFR Part 135. The information will be used by the Department to monitor program recipients'compliance with Section 3,to assess the results of the Department's efforts to meet the statutory objectives of Section 3,to prepare reports to Congress,and by recipients as self-monitoring tool. The data is entered into a database and will be analyzed and distributed. The coilection of information involves recipients receiving Federal financial assistance for housing and community development programs covered by Section 3, The information will be collected annually to assist HUD in meeting its reporting requirements under Section 808(e)(6)of the Fair Housing Act and Section 916 of the HCDA of 1992. An assurance of confidentiality is not applicable to this farm. The Privacy Act of 1914 and OM13 Circular A-108 are not applicable. The reporting requirements do not contain sensitive questions. Data is cumulative;personal identifying information is not included, Ng2 of 2 form HUD 60002(11120[0) Ref 24 CFR 135 CDRG CONSTRUCTION CONTRACT—EXHIBITS Page 27 Rehabilitation of Firehouse 10 I?dueational Center-Fort Worth Independent School District. 04-05-17 Form HUD-50002,Section 3 Summary Report,Economic Opportunities for Low-and Very Low-Income Persons. Instructions: This form Is to be used to report annual 8. Program code: i=nter the appropriate program code as listed at accomplishments regarding employment and other economic the bottom of the pai opportunities provided to low and very low-Income persons under 9. Program Name: Enter the name of HUD Program corresponding Section 3 of the Housing and Urban Development Act of 1988. The with the"Program Code"In number 8. Section 3 regulations apply to any public and Indian housing programs that receive. (1)development assistance pursuant to Part 1: Employment and Training Opportunities Section 5 of the U.S.Housing Act o€1937:(2)operating assistance Column A: Contains various job categories. Professionals are pursuant to Section-1 of the U.S.Housing Act of 1937:or(3) defined as people who have special knowledge of an occupation(Le, modernization grants pursuant to Section 14 of the U.S.Housing Act supervisors,architects.surveyors,planners,and computer of 1937 and to reclplents of housing and community development programmers). For construction positions,list each trade and provide assistance in excess of$2001 expended for: (1)housing data in columns 8 through F for each trade where persons were rehabllltation(Including reduction and abatement of lead-based paint employed. The category of-Other"includes occupations such as hazards):(2)housing construction:or(3)other public construction service workers.. projecis:and to contracts and subcontracts In excess of S100,006 Column B: (Mandatory Field) Enter the number of new hires for awarded In connection with the Section-3-covered activity. each category of workers identlfled in Column A In connection with Form HIJD-60002 has three pads,which are to be compleled for this award. New hire refers to a person who Is not on the contractor's all programs covered by Section 3. Part I relates to employrnera or recipient's payroll for employment at the time of selection for the and training.The recipient has the option to determine numerical Section 3 covered award or at the time of receipt of Section 3 covered employment/training goals either on the basis of the number of hours assistance. worked by new hires(columns 8.D.E and F)- Part II of the form Column C: (Mandatory Field) Enter the number of Sectlon 3 new relates to contracting,and Part Ill summarizes recipients'efforts to hires for each category of workers identified in Column A In comply with Section 3. connection wifh this award. Section 3 new hire refers to a Section 3 Recipients or contractors subject to Section 3 requirements must resident who Is not on the contractor's or recipient's payroll for maintain appropita to documentation to establish that HUD financial employment at the time of selection for the Sectlon 3 covered award or assistance for housing and community development programs were at the time of receipt of Section 3 covered assislarce. directed toward love and very fow-Income persons.' A recipient of Column D: Enter the percentage of all the staff hours of new hires Section 3 covered assistance shall submit one copy of this report to (Section 3 residents)m connection with this award. HUD Headquarters.Office of Fair Housing and Equal Opportunity. Oolurr E_: Enter the percentage of the total staff hours worked for Where the program providing ass6slance requires an annual Section 3 employees and trainees(Including new hires)connected performance report,this Section 3 report is to be submitted at the avith this award. Include staff hours for part-time and full-time same time the program performance report is submitted. Where an positions. annual performance report is not required,this Section 3 report is to be Column.F: (Mandatory Field) Enter the number of Section 3 submitted by January 10 and,if the project ends before December 31, residents that were trained in connection with this award. within 10 days of project completion Only Prime Recipients are Part:l; Contract Opportunities required to report to MUD. The report must include Block 1: Construction Contracts accomplfshments of all recipients and their Section 3 covered Item A: Enter the total dollar amount of all contracts awarded on the contractors and subcontractors. projectlprogram. HUD Field Office: Enter the Field Office name. Item B: Enter the total dollar amount of contracts connected with this 1. Recipient Enter the name and address of the recipient pro]ecVprogram that were awarded to Section 3 businesses. submitting this report. Item C: Enter the percentage of the total dollar amount of contracts 2. Federal Identification: Enter the number that appears on the connected with this projecliprogram awarded to Section 3 businesses- award form(with dashes). The award may be a grant, Item D; Enter the number of Section 3 businesses receiving awards- cooperative agreement or contract. Block 2: Non-Construction Contracts 3. Dollar Amount of Award; Enter the dollar amount,rounded to the Item A: Enter the total dollar amount of all contracts awarded on the nearest dollar,received by the recipient. projectlprogram. 4 8.5. Contact PersonlPhone: Enter the name and telephone number Item B: Enter the total dollar amount of contracts connected with this of the person with knowledge of the award and the reciplent's project awarded to Section 3 businesses. Implementation of Section 3, Item C: Enter the percentage of the total dollar amount of contracts 6. reporting Period: indicate the time period(months and year) connected with this projecflprogrom awarded to Section 3 husinesses. this report covers. Item 0: Enter the number of Section 3 businesses receiving awards. 7. Date Repod Submitted: Enter the appropriate date. Part Ill: Summary of Efforts—Self-explanatory Submit one(1)copy of this report to the HUD Headquarters Office of Fair Housing and Equal Opportunity.at the same time the The Secretary may establish Income ceilings higher or lower than 80 percent performance report Is submitted to the program office. The Section 3 of the median for the area on the basis of the Secretary's findings such that report Is submitted by January 10. Include only contracts executed variations are necessary because of prevailing levels otconstrucfion costs during the period Specified in Item B. PHAVIHAs are to report all or unusually high-or low-income families. Very low-fncome persons mean contracts/subcontracts. low-Income families(including single persons)whose incomes do not exceed 50 percent of the median family Income area,as determined by the The terms low income persons"and very low-Income persons"have Secretary with adjustments or smaller and larger families,except that the the some meanings given the terms in section 3(b)(2)of the United Secretary may establish income ceilings higher or lower than 50 percent of States Housing Act of 1937. Low-fncome persons mean families the median for the area on the basis of the Secretary's findings That such (Including single persons)whose Incomes de not exceed 80 percent of variations are necessary because of unusually high or icw family Incomes. the median Income for the area,as determined by the Secretary,with adjustments for smaller and larger families,except that PTge i form HIJO 50402(I U2010) Re124 GFR 135 EXHIBIT"J" STANDARDS FOR COMPLETE DOCUMENTATION FORT WORTH INDEPENDENT SCHOOL DISTRICT FORT NORTH. Standard of Documentation for Reimbursement of Development Costs Cost Type Documentati- on Standard - Acquisition of Real Property • Notice to Seller(date must be on or before the bate of options agreement or sales contract and signed by the buyer and seller) • Recorded Deed of Trust • Purchase Agreement w/Required HUD language • Master Settlement Statement/HUD-1 • Appraisal or other document used to determine purchase price Proof of Payment(bank statement/cancelled check) • Verification of Vacant Status(as applicable) Pre-development and Soft • Invoice Costs(Architect,Engineer, - Invoice should include: Landscape Design,Surveys, date; Appraisals,Environmental,Legal company's letterhead; Fees,Other Consultants,Etc.) address for which service is provided; description of service(s)and item(s); amount for itemized services;and total amount Proof of Payment(ie.bank statement or cancelled check) • Fully executed contract/service agreements/letter agreement and applicable amendments - Provide printout from wwwsam.gov verifying contractor/subcontractor is not listed on the debarred and suspension list • If only a portion is being paid with City funds,then show calculation and documentation of how costs are allocated. Construction Costs(Contractors& Invoice Subcontractors) - Invoice should include: date; company's letterhead; address for which service is provided; description of service(s)and item(s); amount for itemized services;and total amount • Proof of Payment(i.e.bank statement or cancelled check) • Copy of applicable inspection report(s)conducted by HED Inspector • Copy of executed agreements - Provide printout from www.sarn.gov verifying contractor/subcontractors are not listed on the debarred and suspension list Neighborhood Set-vices FINAL as of 4/26/2016 Page 1 CDRG CONSTRUCTION CONTRACT—EXHIBITS Page 29 Rehabilitation of Firehouse 10 Educational Center-Fort Worth Independent School District 04-05-17 FORTWORTM, Standard of Documentation for Reimbursement of Development Costs Construction Costs(Contractors& . If only a portion is being paid with City funds,then show calculation of Subcontractors) how costs are allocated. (continued) • For payment of final retainage for the prime contractor,lien waivers for the prime and all subcontractors. • List of subcontractors Materials Purchased Directly by • Invoice Developer(if applicable) - Invoice should include: date; company's letterhead; address where materials will be used; description of service(s)and item(s); cost by quantity;and total amount • Proof of Payment(i.e.bank statementor cancelled check) Verification of Delivery Developer Fee • Final Invoice Reflecting Total Development Cost (if paid directly from HOME funds) • Proof of payment for any other entity/funding source contributing to development costs. • Show calculation of agreed upon developer fee percentage • Copies of final lien releases from contractor/subcontractor • Complete Documentation income eligibility of buyers/renters(i.e.income docs for eligible homebuyer/tenants,sales contract between developer/homebuyer,HAP Deed of Trust w/required affordability period language,etc.) • Lease documents Final inspections of completed units Neighborhood Services FINAL as of 4/26/2016 Page 2 CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 30 Rehabilitation of Firehouse 10 Educational Center-Fort Worth Independent School District 04-05-17 EXHIBIT "K" SERVICES PERFORMED FORT WORTH INDEPENDENT SCHOOL DISTRICT Services To Be Provided By FWISD At Firehouse 10 Educational Center • English Language Acquisition Classes that are designed to help adults become more proficient in using the English language. The classes will be offered year round and will serve approximately 100 Unduplicated Clients per year. • High School Equivalency Classes that are designed to prepare adults to take the High School Equivalency Exam. The classes will be offered year round and will serve approximately 100 Unduplicated Clients per year. FWISD shall notify City if it substantially changes or modifies its Program services at the building to enable City to determine if such changes affect the National Objective,the CDBG Requirements or other requirements of the CDBG Regulations. FWISD further agrees that it will notify City of any other educational services that it offers on a regular basis to clients using the building in order for City to determine if such services are eligible for clients using those additional services to be counted towards the 51% of low and moderate clients for the National Objective,the CDBG Requirements, or other applicable requirements of the CDBG Regulations. FWISD agrees to provide to City on request any reports, audits or similar documents that it has received during the Performance Period from any state or federal agency having regulatory authority over the Program or any other services offered by FWISD in the building. CDBG CONSTRUCTION CONTRACT—EXHIBITS Page 31 Rehabilitation of Firehouse 10 Educational Center-Fort Worth Independent School District 04-05-17 EXHIBIT "L" MBE REPORTING FORM(HUD2516) FORT WORTH INDEPENDENT SCHOOL DISTRICT Excel Spreadsheet to he Provided 9 _J X 44 15 CDBG CONSTRUCTION CONTRACT—EXH i Bi,rs Page 32 Rehabilitation of Firehouse 10 Educational Center-Fort Worth Independent School District 04-05-17 EXHIBIT "M" REPORT OF PROGRAM INCOME FORT WORTH INDEPENDENT SCHOOL DISTRICT Report of Program Income Program Income- income generated from the use of the building must be reported yearly to the City of Fort Worth. Please indicate the date the income was received,the source of the income(i.e.-rental fee for outside organization event,sales from vending machines,cost for services provided in the building,etc-) Date Source of Income Amount CD13G CONSTRUCTION CONTRACT—EX1418ITS Page 33 Rehabilitation of Firehouse 10 Educational Center-Fort Worth Independent School District 04-05-17 M&C Review Page I of 3 Official site of die City of Fort wonh,"Texas City Council Agenda FM- The City of Fort Worth logo. COUNCIL ACTION: Approved on 3/18/2014 DATE: 3/18/2014 REFERENCE **C-26707 LOG NAME:17FSNOIO REHABPRO.IECTNO.2 NO.: — CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of an Agreement for the Sale of 2800/2804 Lipscomb Street and 2801 College Avenue to the Fort Worth Independent School District for$1.00 each,Authorize Change in Use and Expenditure in the Amount of$400,000.00 of Community Development Block Grant Funds to the Fort Worth Independent School District in the Form of a Forgivable Loan for the Rehabilitation of Old Fire Station No. 10,Authorize Execution of a Contract and Authorize Substantial Amendment to the City's 2012-2013 Action Plan(COUNCIL DISTRICT 9) RECOMMENDATION: It is recommended that the City Council: 1. Authorize a substantial amendment to the City's 2012-2013 Action Plan; 2. Authorize the City Manager or his designee to enter into an Agreement for the direct sale of 2800/2804 Lipscomb Street and 280I College Avenue to the Fort Worth Independent School District for$1.00 each, in accordance with Section 272.001 (1)of the Texas Local Government Code; 3. Authorize the execution and recording of the appropriate instruments conveying the properties to complete the sale; 4. Authorize a change in use and expenditure in the amount of$400,000.00 in Community Development Block Grant funds to the Fort Worth Independent School District in the form of a forgivable loan for the rehabilitation of Old Fire Station No. 10 located at 2800/2804 Lipscomb Street; 5. Authorize the City Manager or his designee to execute a contract with the Fort Worth Independent School District in the amount of$400,000.00 for a one-year term beginning on the date of contract execution; 6. Authorize the City Manager or his designee to extend or renew the contract for up to one year, if the Fort Worth Independent School District requests an extension and such extension is necessary for the completion of the project;and 7. Authorize the City Manager or his designee to amend the contract,if necessary,to achieve project goals provided that the amendment is within the scope of the project and in compliance with City policies, applicable laws and regulations governing the use of federal grant funds. DISCUSSION: In 2006,the City Council awarded Community Development Block Grant(CDBG)funds to the South file:///U:/Projects/Project%20Files/CDBG%20Pro jects/Fire%20Station%o20#10/2013%20F... 6/2412014 M&C Review Page 2 of 3 Hemphill Heights Neighborhood Association for its Model Blocks Program to find various community development activities including renovating Old Fire Station No. 10 located at 2800/2804 Lipscomb Street (M&C G-15083). The City spent approximately$400,000.00 in CDBG funds to rehabilitate Old Fire Station No. 10 and leased it to a local non-profit. Because CDBG funds were used to renovate the building,CDBG regulations required that the building's use primarily benefit low-and moderate-income residents. The non-profit was unable to meet the CDBG requirements and its lease was terminated. In September 2012,the City and the Fort Worth Independent School District(FWISD)entered into a License Agreement for Old Fire Station No. 10 in which the FWISD agreed to conduct programs in the building that would primarily benefit low-and moderate-income individuals(M&C L-15417,City Secretary Contract[CSC]No.43605). The FWISD provides Adult Basic Education,grade level literacy classes, Adult Secondary Education(ASE/GED),English as a Second Language,and Citizenship classes. These activities meet the City's federal obligation to provide services that benefit at a minimum 51 percent low- and moderate- income individuals in the neighborhood. Staff requested that the FWISD purchase the property to continue providing the educational services and meeting the CDBG requirements. The FWISD agreed on the condition that the City provide the funding to rehabilitate the second floor of the building so it can be used and also sell them the adjacent property located at 2801 College Avenue for parking. ,Staff recommends the sale of the proVerties to the FWISD on the followitilz terms and conditions: i. Sale contingent upon satisfactory completion of an environmental review per 24 CFR Part 58 and authorization to use grant funds from IND; ii. The properties would be sold for$1.00 each as long as they are used for the education of the general public; iii. If the properties are not used for education of the general public,then they will revert back to the City; and iv.City will retain any mineral interest it may own in these properties and FWISD will be responsible for half of all closing costs. 2800/2804 Lipscomb Avenue Legal Description: Lots 23 and 24,Block 12, South Hemphill I-(eights Addition 2801 College Avenue Legal Description: Lots 1 through 7,Block 12, South Hemphill Heights Addition In addition,Staff recommends providing an additional amount of$400,000.00 in CDBG funds in the form of a forgivable loan to finish out the rehabilitation of Old Fire Station No. 10 including obtaining a Certificate of Occupancy for the second floor. The work will include installing an elevator to allow handicapped accessibility to the second floor,stair and door improvements, installation of playground equipment behind the building,security lighting,and construction of up to 30 parking spaces to accommodate the parking needs of the neighborhood residents using the building. The CDBG funds will only be used for rehabilitation of the building. Staff recommends the following loan terms: i. Loan term of five years commencing on the date of execution of the promissory note; ii. Performance of the contract and loan terms secured with a recorded deed of trust on both properties; file:/IIU:lprojects/Project%20Files/CDBG%20Projects/Fire%20Station%20#1012013%20F... 6/24/2014 M&C Review Page 3 of 3 iii.Five year reporting requirement to verify at least 51 percent of the clients served by the FWISD programs in the building are income-eligible with current household incomes at or below 80 percent of Area Median Income,as established by the United States Department of Housing and Urban Development (HUD); iv. If the contract and loan terms are not satisfied,then the loan must be repaid in full; v. Satisfactory completion of an environmental review per 24 CFR fait 58;and vi. Receipt of authorization to use grant funds from HUD. Staff recommends the change in use and expenditure in the amount of$400,000.00 in CDBG funds for the rehabilitation of Old Fire Station No. 10. The Action Plan funding years selected may vary and be substituted based on the principle of first in,first out in order to expend oldest grant funds first. A public comment period on the change in use of these CDBG funds was held from May 31,2013 to July 1,2013 for up to$250,000.00 and from December 2,2013 to January 2,2014 for up to$150,000.00 for a total amount of$400,000.00. Any comments are maintained by the Housing and Economic Development Department, in accordance with federal regulations. This project is located in COUNCIL DISTRICT 9,Mapsco 76V and 76Z. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that finds are available in the current operating budget,as appropriated,of the Grants Fund and certifies that the Housing and Economic Development Department is responsible for the collection and deposit of funds due to the City. TO Fund/Account/Centers FROM Hund/Account/Centers GR76 539120 017206280100 $250,000.00 GR76 539120 005206270780 $112,034.17 GR76 539120 017206280100 $150,000.00 GR76 539120 017206280990 t137,965.83 GR76 539120 017206280990 $150,000.00 Submitted for City Manager's Office by: Fernando Costa(6122) Originating Department Bead: Jay Chapa(5804) Additional Information Contact: Cynthia Garcia(8187) Leticia Rodriguez(7319) ATTACIIMUNTS 2800_2804I,ipscomb 2801C:o1lcjLTcAvcMap.pdf tile:///tJ:/Projects/Project%20Files/CDBG%20Projects/hire%20Statioii%20#1012013%20F... 6/24/2014 MS-,U Review Page 1 of 3 Official site of the City of Fort Worth,Texas FORT COUNCIL ACTION: Approved on 9/22/2009 DATE: 9/22/2009 REFERENCEC-23793LOG NAME: 17FSNO.10_CONSTRUCTIONCONTRACT CODE: C TYPE: NON- PUBLIC NO CONSENT HEARING: SUBJECT: Authorize a Construction Contract in the Amount of$259,000,00 in Community Development Block Grant Funds with Prime Construction Company and Authorize a Design and Construction Administration Services Agreement at No Cost to the City with RPGA Design Group, Inc., for the Rehabilitation of Old Fire Station No. 10 Located at 2804 Lipscomb Street RECOMMENDATION: It is recommended that the City Council authorize the City Manager to: 1. Execute a Construction Contract in the amount of$259,000.00 in Community Development Block Grant Funds with Prime Construction Company for the Rehabilitation of old Fire Station No. 10 located at 2804 Lipscomb Street; and 2. Execute a Design and Construction Administration Services Agreement at no cost to the City with RPGA Design Group, Inc., for the design and construction administration services for the Rehabilitation of old Fire Station No, 10. DISCUSSION: Old Fire Station No. 10 is located at 2804 Lipscomb Street in the South Hemphill Heights neighborhood and is currently operated and leased by the Friends of Old Fire Station No. 10 (M&C C- 21411). On February 7, 2006, the South Hemphill Heights Neighborhood Association was awarded Community Development Block Grant(CDBG) funds for its Model Blocks program for improvements to the old Fire Station No. 10 (M&C G-15083). The CBDG funds awarded on February 7, 2006, along with subsequent awards(M&C G-16411, M&C G-16609), totaling the amount of$310,100.00, will be used for the rehabilitation of the old Fire Station No. 10 project(Project). The $310,100.00 will be used as follows: Construction/Rehabilitation $259,000.00 6 Inch Fire Line $9,835.10 Texas Accessibility Standards (TAS) Under $1,000.00 Texas Department of Licensing and Regulation (TDLR) Contingency, Administration and Project Delivery $40,264.9 Total $310,100.00 A request for competitive sealed proposals with weighted criteria was advertised in the Fort Worth Star-Telegram on April 30, 2009, and May 7, 2009, for the Project's construction. The competitive sealed proposals included a base bid and alternates. The base bid and Alternate Nos. 1 and 2 were accepted for this construction rehabilitation contract award. mhtml;file:/A\fs1001Neighborhood Services 021Projects 021Project Files\CDBG Projects\Fi... 6/15/2017 M&C Review Page 2 of The base bid includes the installation of a Heating, Ventilating and Air Conditioning (HVAC) unit in the first floor, plumbing upgrades in the first and second floor and electrical and services upgrades on the first and second floor; Alternate No. 1 includes modifications to the second floor to sustain the HVAC unit; and Alternate No. 2 includes window repairs to the second floor. The following proposals were received and are ranked from lowest to highest bid price: Calendar Days to Bidder Base Bid Alternate 1 Alternate 2 Complete Vendigm Construction, LLC $146,725.00 $76,989.00 $15,567.00 160 Prime Construction $175,000.00 $64,000.00 $20,000.00 150 Mart, Inc. $179,000.00 $49,700.00 $16,900.00 130 Gene Doss Construction, Inc. $181,400.00 $55,700.00 $36,000.00 150 Scott Dennett Construction, LLC $192,40200 $56,271.00 $45,648.00 60-90 Tarrant Construction Services, Ltd. $195,476.00 $61,583.00 $50,135.00 120 Project Development Group, Inc. $198,487.00 $98,399.00 $9,940.00 180 Tegrity Contractors, Inc. $208,930.00 $78,410.00 $14,059.00 90 HCE Construction, Inc. $228,000.00 $42,860.00 $2,500.00 112 Alpha Building Corporation $243,088.00 $90,088.00 $39,475.32 Not Stated Basecome, Inc. $249,670.00 $84,000.00 $27,000.00 111 Woodrose Company, Inc. Non-Responsive Based on a weighted matrix that included price, schedule, Disadvantaged Business Enterprise(DBE) participation, reputation and experience, it was determined that Prime Construction Company offered the best value and service for the rehabilitation Project. Although, the bid presented by Vendigm Construction, LLC, was lowest priced, however, their experience has involved bridge repair, site concrete, waterproofing and parking lot work. The City's DBE goal for this rehabilitation project is 18 percent and Prime Construction is in compliance with the City's DBE Program by committing to 18 percent DDE participation. Staff recommends entering into the agreement with Prime Construction Company to perform construction services. The project is located in COUNCIL DISTRICT 9. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated of the Grants Fund. TO Fund/AccounVCenters FROM Fund/Account/Centers GR76 539120 005206122640 $152,366.59 GR76 539120 005206132330 $17,134.84 GR76 541600 020206005780 $89.498,57 Submitted for City Manager's Office by: Thomas Higgins (6140) Originating Department Head: Jay Chapa (6192) Additional Information Contact: Leticia Hurtado (7319) mhtml:rile:/A1 fs1001Neighborhood Services 021Projects 021Project Files\CDBG ProjectsM... 611512ut7 M&C Review Page 3 of 3 ATTACHMENTS 17FSNO 10 CONSTRUCTIONCONTRACT Map.pub mlitml:file:/A\fs1001Neighborhood Services 021Projects 021Project FilesICDBG Projects\Fi... 6115/2017 PROMISSORY NOTE Date: Borrower: Fort Worth Independent School District, a political subdivision of the State of Texas and a legally constituted independent school district, acting by and through its Board of Trustees Borrower's Mailing Address: 100 N. University Drive, SW 172, Fort Worth, Tarrant County, TX 76107 Lender: City of Fort Worth,Texas, a Texas municipal corporation Place for Payment: CIO Assistant Director of Neighborhood Services Department 200 Texas St. Fort Worth, Tarrant County,TX 76102 or at any other place that Lender may designate in writing Principal Amount: $400,000.00 Loan Authority: The loan evidenced by this Note (the "Loan") is being made pursuant to grant monies from the United States Department of Housing and Urban Development ("HUD") under Title I of the Housing and Community Development Act of 1974, as amended, 42 USC 5301 et seq. for utilization in connection with its Community Development Block Grant ("CDBG Program") and the Community Development Block Grant Entitlement Program Regulations, as amended, 24 CFR Part 570 et seq. (the "CDBG Regulations") with CDBG funds. Annual Interest Rate: 0% Maturity Date: as described in City Secretary Contract No.49014 between Borrower and Lender for the CDBG funds (the "Contract") Annual Interest Rate on Matured,Unpaid Amounts: 6% Terms of Payment(principal and interest): The Principal Amount is a forgivable deferred payment loan. Payment of the Principal Amount will only be required if Borrower does not comply with the terms of the Contract, the requirements of the CDBG Program and the CDBG Regulations, or the terms of this Note and any instrument evidencing or securing the Loan (collectively, the "Loan Documents"). This Note is the Note required in the Contract and has been executed and delivered in accordance with its terms. The funds advanced by Leffderr CD un and the IAL RECi PROMISSORY NOTE—CDBG FUNDS SECRETFort Worth Independent School District—Fire House 10 Educational CenterRev. 17 ftI�H0. Contract requires that the community facility located on the Property constructed in part with the CDBG funds must benefit Income Eligible Clients for the 5 year Performance Period as more particularly defined in the Contract (the "CDBG Requirements"): Borrower shall fulfill the following CDBG Requirements: 1. Rehabilitate the second floor of the building located on the Property and obtain a Certificate of Occupancy. 2. Install an accessible elevator in the building. 3. Renovate an existing restroom in the building. 4. Construct a playground on the Property. 5. Operate an educational center in the building which provides educational services to a population 51% of whom are Income Eligible Clients. 6. Collect income information on all clients served by Borrower with educational programming in the building in compliance with the Contract and the CDBG Regulations. 7. Meet the National Objective and the CDBG Requirements as more particularly defined in the Contract. 8. Comply with all Contract terms and any applicable provisions of the CDBG Regulations. The Loan evidenced by this Note and the obligations described in the Contract pertaining to the CDBG Program and the CDBG Regulations will be in default and the Principal Amount and any other sums due hereunder may be declared immediately payable if the community facility located on the Property does not serve Income Eligible Clients and meet the National Objective and the CDBG Requirements for the 5 year Performance Period, all as more particularly defined in the Contract. In the event of such default, Lender may invoke any remedies provided in the Contract or the Deed of Trust for default. On performance of the obligations described in the Contract and the terms and conditions of the Loan Documents, the Loan will be forgiven, which forgiveness will occur automatically (and without further action or requirement on the part of Borrower or Lender) upon satisfaction by Borrower of its obligation to utilize the community facility to serve Income Eligible Clients and meet the National Objective and the CDBG Requirements for the 5 year Performance Period, all as more particularly defined in the Contract. Provided, however, upon such satisfaction, Lender agrees to return the original Promissory Note properly endorsed to reflect the fact that its forgiven and/or paid in full and to execute and file of record a release the Deed of Trust securing same both at Borrower's expense. Security for Payment: This Note is secured by a Deed of Trust of even date from Borrower to Vicki S. Ganske, Trustee, or Leann D. Guzman, Trustee, which covers the following real property: PROMISSORY NOTE—CDBG FUNDS Page 2 Fort Worth Independent School District—Fire House 10 Educational Center Rev.08-29-17 Lots 23 and 24, Block 12, South Hemphill Heights Addition, an Addition to the City of Fort Worth, Tarrant County, Texas according to the plat recorded in Volume 106, Page 132, Plat Records of Tarrant County, Texas, Commonly known as 2800 Lipscomb Street, Fort Worth TX 76110; and Lots 1 - 7, Block 12, South Hemphill Heights Addition, an Addition to the City of Fort Worth, Tarrant County, Texas according to the plat recorded in Volume 106, Page 132, Plat Records of Tarrant County,Texas, commonly known as 2801 College Avenue, Fort Worth TX 76110, TOGETHER WITH those portions of a 20 foot wide alley adjacent to the property as abandoned and vacated by the City of Fort Worth on December 19, 2000, under Ordinance No. 14447, a certified copy of which was recorded under Clerk's File No. D217187375, Deed Records, Tarrant County, Texas. (collectively, the "Property"). Other Security for Payment: None If the Principal Amount is not forgiven as herein provided, Borrower promises to pay to the order of Lender the Principal Amount. In that event, this Note is payable at the Place for Payment and according to the Terms of Payment. All unpaid amounts are due by the Maturity Date. After maturity, Borrower promises to pay any unpaid principal balance plus interest at the Annual Interest Rate on Matured, Unpaid Amounts. If Borrower defaults in the payment of this Note or in the performance of its obligations under the Contract or the CDBG Program or the CDBG Regulations or any other obligation in any instrument securing or collateral to this Note, Lender may declare the unpaid principal balance, earned interest, and any other amounts owed on the Note immediately due and payable. Borrower and each surety, endorser, and guarantor waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest,to the extent permitted by law. Notwithstanding anything to the contrary, if a monetary event of default occurs under the terms of any of the Loan Documents, prior to exercising any remedies Lender shall give Borrower written notice of such default. Borrower shall have a period of 7 days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan Documents. Notwithstanding anything to the contrary, if a non-monetary event of default occurs under the terms of any of the Loan Documents,prior to exercising any remedies,Lender shall give Borrower written notice of such default. If the default is reasonably capable of being cured within 30 days, Borrower shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan Documents. If the default is such that it is not reasonably capable of being cured within 30 days, and if Borrower (i) initiates corrective action within said period, and (ii) diligently, continually, and PROMISSORY NOTE—CDBG FUNDS Page 3 Fort Worth Independent School District—Fire House 10 Educational Center Rev.08-29-17 in good faith works to effect a cure as soon as possible, then Borrower shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within 180 days after the first notice of default is given. Borrower also promises to pay reasonable attorney's fees and court and other costs if this Note is placed in the hands of an attorney to collect or enforce the Note. These expenses will bear interest from the date of advance at the Annual Interest Rate on Matured, Unpaid Amounts. Borrower will pay Lender these expenses and interest on demand at the Place for Payment. These expenses and interest will become part of the debt evidenced by the Note and will be secured by any security for payment. Interest on the debt evidenced by this Note will not exceed the maximum rate or amount of non-usurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the Principal Amount or, if the Principal Amount has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if the excess interest has already been paid, credited on the Principal Amount or, if the Principal Amount has been paid, refunded. This provision overrides any conflicting provisions in this Note and all other instruments concerning the debt. Each Borrower is responsible for all obligations represented by this Note. When the context requires, singular nouns and pronouns include the plural. The execution and delivery of this Note are required under the Contract. If any provision of this Note conflicts with any provision of the Contract, the Deed of Trust or any other document evidencing the same transaction between Lender and Borrower, the provisions of the Contract will govern to the extent of the conflict. Capitalized terms not defined herein shall have meanings assigned to them in the Contract. This Note will be construed under the laws of the state of Texas without regard to choice-of-law rules of any jurisdiction. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] PROMISSORY NOTE—CDBG FUNDS Page 4 Fort Worth Independent School District—Fire House 10 Educational Center Rev.08-29 -17 THE CONTRACT, THE NOTE AND THE DEED OF TRUST CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. FORT WORTH NDENT SCHOOL DISTRICT By: Dr Kent'Kalk4a upekatAent PROMISSORY NOTE—CDBG FUNDS Page 5 Fort Worth Independent School District—Fire House 10 Educational Center Rev.08-29-17 ! 1 %A!jl. 1 V1 1 V D217247539' 1012412017 3:10 Pill PGS 15 Fee: $72.00 Submitter: SIMPLIFILE Electronically Recorded by Tarrant County Clerk in Official Public Records -- J�,',z, Mary Louise Garcia A NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Deed of Trust Security Agreement - Financing Statement CDBG Funds Terms Date: Effective October 24, 2017 Grantor: Fort Worth Independent School District, a political subdivision of the State of Texas and a legally constituted independent school district Grantor's Mailing Address: Fort Worth Independent School District 100 N. University Drive, SW 172 Fort Worth, TX 76107 Attention: Legal Services Department Trustee: Vicki S. Ganske or Leann D. Guzman Trustee's Mailing Address: City Attorney's Office City of Fort Worth 200 Texas St. Fort Worth TX 76102 Tarrant County Lender: City of Fort Worth, a Texas municipal corporation Lender's Mailing Address: City of Fort Worth Neighborhood Services Department Attention: Assistant Director 200 Texas Street OFFICIAL"e Fort Worth,Texas 76102 CORS Tarrant County CITY$ECR,ETqIltr ". M!C'Rm,'1 X DEED OF TRUST—CDBG FUNDS age Fort Worth Independent School District—Fire House 10 Educational Center Rev.08-29-17 a, NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL a PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE o FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. :f" Deed of Trust C�7 Security Agreement - Financing Statement CDBG Funds Terms Date: Effective October 24, 2017 Grantor: Fort Worth Independent School District, a political subdivision of the State of Texas and a legally constituted independent school district Grantor's Mailing Address: Fort Worth Independent School District 100 N. University Drive, SW 172 Fort Worth,TX 76107 Attention: Legal Services Department Trustee: Vicki S. Ganske or Leann D. Guzman Trustee's Mailing Address: City Attorney's Office City of Fort Worth 200 Texas St. Fort Worth TX 76102 Tarrant County Lender: City of Fort Worth, a Texas municipal corporation Lender's Mailing Address: City of Fort Worth Neighborhood Services Department Attention: Assistant Director 200 Texas Street Fort Worth, Texas 76102 Tarrant County DEED OF TRUST—CDBG FUNDS Page 1 Fort Worth Independent School District—Fire House 10 Educational Center Rev.08-29-17 Loan Authority: The loan evidenced by this Note (the "Loan") is being made pursuant to grant monies from the United States Department of Housing and Urban Development ("HUD") under Title I of the Housing and Community Development Act of 1974, as amended,42 USC 5301 et seq. for utilization in connection with its Community Development Block Grant ("CDBG Program") and the Community Development Block Grant Entitlement Program Regulations, as amended, 24 CFR Part 570 et seq. (the "CDBG Regulations") with CDBG funds. Obligations Note Date: October 24, 2017 Original Principal Amount: $400,000.00 Borrower: Fort Worth Independent School District Lender: City of Fort Worth Terms of Payment: As provided in the Note Maturity Date: As described therein and in the Contract (as defined below) In addition, Obligations shall include compliance by Grantor with the requirements of the CDBG Program more particularly described in Section F. below. Property (including any improvements): Lots 23 and 24, Block 12, South Hemphill Heights Addition, an Addition to the City of Fort Worth, Tarrant County, Texas according to the plat recorded in Volume 106,Page 132, Plat Records of Tarrant County, Texas, commonly known as 2800 Lipscomb Street, Fort Worth TX 76110; and Lots 1 - 7, Block 12, South Hemphill Heights Addition, an Addition to the City of Fort Worth, Tarrant County, Texas according to the plat recorded in Volume 106, Page 132,Plat Records of Tarrant County,Texas, commonly known as 2801 College Avenue, Fort Worth TX 76110; TOGETHER WITH those portions of a 20 foot wide alley adjacent to the property as abandoned and vacated by the City of Fort Worth on December 19, 2000, under Ordinance No. 14447, a certified copy of which was recorded under Clerk's File No. D217187375, Deed Records, Tarrant County, Texas. Together with the following personal property: DEED OF TRUST—CDBG FUNDS Page 2 Fort Worth Independent School District—Fire House 10 Educational Center Rev.08-29-17 All fixtures, supplies, building materials, and other goods of every nature now or hereafter located, used, or intended to be located or used on the Property; All plans and specifications for development of or construction of improvements on the Property; All contracts and subcontracts relating to the construction of improvements on the Property; All accounts, contract rights, instruments, documents, general intangibles, and chattel paper arising from or by virtue of any transactions relating to the Property; All permits, licenses, franchises, certificates, and other rights and privileges obtained in connection with the Property; All proceeds payable or to be payable under each policy of insurance relating to the Property; and All products and proceeds of the foregoing. Notwithstanding any other provision in this Deed of Trust, the term "Property" does not include personal effects used primarily for personal, family, or household purposes. In addition to creating a deed-of-trust lien on the Property described, Grantor also grants to Lender a security interest in all of the above-described personal property pursuant to and to the extent permitted by the Texas Uniform Commercial Code. Prior Liens: None Other Exceptions to Conveyance and Warranty: The Permitted Encumbrances identified on Exhibit "A"hereto; liens described in this Deed of Trust; and taxes, if any, for the current year. For value received and to secure performance of the Obligations, Grantor conveys the Property to Trustee in trust. Grantor warrants and agrees to defend the title to the Property, subject to the Other Exceptions to Conveyance and Warranty. On performance of the Obligations including payment of the Loan and all other amounts secured by this Deed of Trust if required and performance of the requirements of the CDBG Program, this Deed of Trust will have no further effect, and Lender will release it at Grantor's expense. Clauses and Covenants A. Grantor's Obligations Grantor agrees to- t. keep the Property in good condition and repair; DEED OF TRUST—CDBG FUNDS Page 3 Fort Worth Independent School District—Fire House 10 Educational Center Rev.08-29-17 2. pay all taxes and assessments on the Property before delinquency, and not authorize a taxing entity to transfer its tax lien on the Property to anyone other than Lender; 3. defend title to the Property subject to the Other Exceptions to Conveyance and Warranty and preserve the lien's priority as it is established in this Deed of Trust; 34 obey all laws, ordinances, and restrictive covenants applicable to the Property; 5. maintain all insurance coverages with respect to the Property, revenues generated by the Property, and operations on the Property that Lender reasonably requires ("Required Insurance Coverages"), issued by insurers and written on policy forms acceptable to Lender, and deliver evidence of the Required Insurance Coverages in a form acceptable to Lender at least 10 days before the expiration of the Required Insurance Coverages. 6. keep any buildings occupied as required by the Required Insurance Coverages; 7. obey all laws, ordinances, and restrictive covenants applicable to the Property; 8. if the lien of this Deed of Trust is not a first lien, pay or cause to be paid all prior lien notes pursuant to their respective terms and abide by or cause to be abided by all prior lien instruments; and 9. notify Lender in writing of any change of address. Grantor agrees not to- t. do or permit anything to be done that will impair the security of this Deed of Trust. B. Lender's Rights 1. Lender or Lender's mortgage servicer may appoint in writing a substitute trustee, succeeding to all rights and responsibilities of Trustee. 2. If the proceeds of the Loan are used to pay any debt secured by prior liens, Lender is subrogated to all the rights and liens of the holders of any debt so paid. 3. Notwithstanding the terms of the Note to the contrary, and unless applicable law prohibits, all payments received by Lender from Grantor with respect to DEED OF TRUST—CDBG FUNDS Page 4 Fort Worth Independent School District—Fire House 10 Educational Center Rev.08-29-17 the Obligations or this Deed of Trust may, at Lender's discretion, be applied first to amounts payable under this Deed of Trust and then to amounts due and payable to Lender with respect to the Obligations, to be applied to late charges, principal, or interest in the order Lender in its discretion determines. 4. If Grantor fails to perform any of Grantor's Obligations under this Deed of Trust, subject to prior written notice and cure period, Lender may perform those obligations and be reimbursed by Grantor on demand for any amounts so paid, including reasonable attorney's fees, plus interest on those amounts from the dates of payment at the rate stated in the Note for matured, unpaid amounts. The amount to be reimbursed will be secured by this Deed of Trust. 5. If there is a default on the Obligations or if Grantor fails to perform any of Grantor's Obligations under this Deed of Trust and the default continues after any required notice of the default and the time allowed to cure, Lender may- a. declare any unpaid principal balance and any earned interest on the Obligations immediately due; b. exercise Lender's rights with respect to rent under the Texas Property Code as then in effect; c. direct Trustee to foreclose this lien, in which case Lender or Lender's agent will cause notice of the foreclosure sale to be given as provided by the Texas Property Code as then in effect; and d. purchase the Property at any foreclosure sale by offering the highest bid and then have the bid.credited on the Obligations. 6. Lender may remedy any default without waiving it and may waive any default without waiving any prior or subsequent default. C. Trustee's Rights and Duties If directed by Lender to foreclose this lien, Trustee will- 1. either personally or by agent give notice of the foreclosure sale as required by the Texas Property Code as then in effect; 2. sell and convey all or part of the Property "AS IS" to the highest bidder for cash with a general warranty binding Grantor, subject to the Prior Lien and to the Other Exceptions to Conveyance and Warranty and without representation or warranty, express or implied,by Trustee; 3. from the proceeds of the sale,pay, in this order- DEED OF TRUST—CDBG FUNDS Page 5 Fort Worth Independent School District—Fire House 10 Educational Center Rev.08-29-17 a. expenses of foreclosure, including a reasonable commission to Trustee; b. to Lender, the full amount of principal, interest, reasonable attorney's fees, and other charges due and unpaid; C. any amounts required by law to be paid before payment to Grantor; d. to Grantor, any balance; and 4. be indemnified, held harmless, and defended by Lender against all costs, expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of the trust created by this Deed of Trust, which includes all court and other costs, including reasonable attorney's fees, incurred by Trustee in defense of any action or proceeding taken against Trustee in that capacity. D. General Provisions 1. If any of the Property is sold under this Deed of Trust, Grantor must immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor will become a tenant at sufferance of the purchaser, subject to an action for forcible detainer. 2. Recitals in any trustee's deed conveying the Property will be presumed to be true, absent evidence to the contrary. 3. Proceeding under this Deed of Trust, filing suit for foreclosure, or pursuing any other remedy will not constitute an election of remedies. 4. This lien will remain superior to liens later created even if the time of payment of all or part of the Obligations is extended or part of the Property is released, unless a subordination agreement is executed by the Lender. 5. If any portion of the Obligations cannot be lawfully secured by this Deed of Trust,payments will be applied first to discharge that portion. 6. Grantor assigns to Lender all amounts payable to or received by Grantor from condemnation of all or part of the Property, from private sale in lieu of condemnation, and from damages caused by public works or construction on or near the Property. After deducting any expenses incurred, including reasonable attorney's fees and court and other costs, Lender will either release any remaining amounts to Grantor or apply such amounts to reduce the Obligations and any excess proceeds shall be paid to Grantor. Lender will not be liable for failure to collect or to exercise diligence in collecting any such amounts. Grantor will immediately give Lender notice of any actual or known threatened proceedings for condemnation of all or part of the Property. DEED OF TRUST—CDBG FUNDS Page 6 Fort Worth Independent School District—Fire House 10 Educational Center Rev.08-29-17 Notwithstanding the above, in the event of any fire or other casualty to the Property or eminent domain proceedings resulting in condemnation of the Property or any part thereof, Grantor shall have the right to rebuild the Property, and to use all available insurance or condemnation proceeds therefore, provided that (a) such proceeds are sufficient to keep the Obligations in balance and rebuild the Property in a manner that provides adequate security to Lender for repayment or performance of the Obligations or if such proceeds are insufficient then Grantor shall have funded any deficiency, (b) Lender shall have the right to approve plans and specifications for any major rebuilding and the right to approve disbursements of insurance or condemnation proceeds for rebuilding under a construction escrow or similar arrangement, and (c)no material default then exists under the Loan documents other than attributable to casualty or condemnation. If the casualty or condemnation affects only part of the Property and total rebuilding is infeasible, then proceeds may be used for partial rebuilding and partial repayment of the Obligations in a manner that provides adequate security to Lender for repayment of the remaining balance of the Obligations, and any excess proceeds shall be paid to Grantor. 7. Grantor assigns to Lender absolutely, not only as collateral, all present and future rent and other income and receipts from the Property. Grantor may as Lender's licensee collect rent and other income and receipts as long as Grantor is not in default with respect to the Obligation or this Deed of Trust. Subject to the terms of the Loan documents, Grantor will apply all rent and other income and receipts to payment of the Obligations and performance of this Deed of Trust, but if the rent and other income and receipts exceed the amount due with respect to the Obligations and the Deed of Trust, Grantor may retain the excess. If Grantor defaults in payment or performance of the Obligations or performance of this Deed of Trust, Lender may terminate Grantor's license to collect rent and other income and then as Grantor's agent may rent the Property and collect all rent and other income and receipts. Lender neither has nor assumes any obligations as lessor or landlord with respect to any occupant of the Property. Lender may exercise Lender's rights and remedies under this paragraph without taking possession of the Property. Lender will apply all rent and other income and receipts collected under this paragraph as required by the Texas Property Code as then in effect. Lender is not required to act under this paragraph, and acting under this paragraph does not waive any of Lender's other rights or remedies. 8. Interest on the debt secured by this Deed of Trust will not exceed the maximum amount of non-usurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the principal of the debt or, if that has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if already paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded. This provision overrides any conflicting provisions in this and all other instruments concerning the debt. DEED OF TRUST—CDBG FUNDS Page 7 Fort Worth Independent School District—Fire House 10 Educational Center Rev.08-29-17 9. In no event may this Deed of Trust secure payment of any debt that may not lawfully be secured by a lien on real estate or create a lien otherwise prohibited by law. 10. When the context requires, singular nouns and pronouns include the plural. 11. The term Note includes all extensions, modifications, and renewals of the Note and all amounts secured by this Deed of Trust. 12. Grantor agrees to (a) keep at Grantor's address, or such other place as Lender may approve, accounts and records reflecting the operation of the Property and copies of all written contracts, leases, and other instruments that affect the Property; (b) prepare financial accounting records in compliance with generally accepted accounting principles consistently applied; and (c), at Lender's request on reasonable notice from time to time, permit Lender to examine and make copies of such books, records, contracts, leases, and other instruments at any reasonable time. 13. Grantor agrees to deliver to Lender, at Lender's request from time to time, internally prepared financial statements of Grantor and any guarantor of the Note prepared in accordance with generally accepted accounting principles consistently applied, in detail reasonably satisfactory to Lender and certified to be materially true and correct by the chief financial officer of Grantor or its certified public accountant, as applicable. 14. If Lender orders an appraisal of the Property while a default exists or to comply with legal requirements affecting Lender, Grantor, at Lender's request, agrees to reimburse Lender for the reasonable cost of any such appraisal. If Grantor falls to reimburse Lender for any such appraisal within 20 days of Lender's written request, that failure is a default under this Deed of Trust. 15. Grantor agrees to allow Lender or Lender's agents to enter the Property during regular business hours upon at least 48 hours prior notice and inspect it and any personal property in which Lender is granted a security interest by this Deed of Trust. 16. Grantor may not sell, transfer, or otherwise dispose of any Property, whether voluntarily or by operation of law, except for condemnation or to obtain utility easements, without the prior written consent of Lender. If granted, consent may be conditioned upon (a) the grantee's integrity, reputation, character, creditworthiness, and management ability being satisfactory to Lender; and (b) the grantee's executing, before such sale, transfer, or other disposition, a written assumption agreement containing any terms Lender may reasonably require, such as a principal pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, a transfer fee, or any other modification of the Note, this Deed of Trust , or any other instruments evidencing or securing the Obligations. DEED OF TRUST—CDBG FUNDS Page 8 Fort Worth Independent School District—Fire House 10 Educational Center Rev.08-29-17 Grantor may not cause or permit any Property to be encumbered by any liens, security interests, or encumbrances other than the liens securing the Obligation and the liens securing ad valorem taxes not yet due and payable and the Permitted Exceptions without the prior written consent of Lender. If granted, consent may be conditioned upon Grantor's executing, before granting such lien, a written modification agreement containing any terms Lender may require, such as a principal pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, an approval fee, or any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligations. Grantor may not grant any lien, security interest, or other encumbrance (a "Subordinate Instrument") covering the Property that is subordinate to the liens created by this Deed of Trust without the prior written consent of Lender. If granted, consent may be conditioned upon the Subordinate Instrument's containing express covenants to the effect that- a. the Subordinate Instrument is unconditionally subordinate to this Deed of Trust; b. if any action is instituted to foreclose or otherwise enforce the Subordinate Instrument, no action may be taken that would terminate any occupancy or tenancy without the prior written consent of Lender, and that consent, if granted, may be conditioned in any manner Lender determines; C. rents, if collected by or for the holder of the Subordinate Instrument, will be applied first to the payment of the Obligations then due and to expenses incurred in the ownership, operation, and maintenance of the Property in any order Lender may determine, before being applied to any indebtedness secured by the Subordinate Instrument; d. written notice of default under the Subordinate Instrument and written notice of the commencement of any action to foreclose or otherwise enforce the Subordinate Instrument must be given to Lender concurrently with or immediately after the occurrence of any such default or commencement; and e. in the event of the bankruptcy of Grantor, all amounts due on or with respect to the Obligations and this Deed of Trust will be payable in full before any payments on the indebtedness secured by the Subordinate Instrument. Grantor may not cause or permit any of the following events to occur without the prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the corporation or the sale, pledge, encumbrance, or assignment of any shares of its stock; (b) DEED OF TRUST—CDBG FUNDS Page 9 Fort Worth Independent School District—Fire House 10 Educational Center Rev.08-29-17 a limited liability company, the dissolution of the company or the sale, pledge, encumbrance, or assignment of any of its membership interests; (c) a general partnership or joint venture, the dissolution of the partnership or venture or the sale, pledge, encumbrance, or assignment of any of its partnership or joint venture interests, or the withdrawal from or admission into it of any general partner or joint venturer; or (d) a limited partnership, (1) the dissolution of the partnership, (2) the sale, pledge, encumbrance, or assignment of any of its general partnership interests, or the withdrawal from or admission into it of any general partner, or (3) except for a limited partnership interest in a low income housing project, the withdrawal from or admission into it of any controlling limited partner or partners. If granted, consent may be conditioned upon (a) the integrity, reputation, character, creditworthiness, and management ability of the person succeeding to the ownership interest in Grantor (or security interest in such ownership) being reasonably satisfactory to Lender; and (b) the execution, before such event, by the person succeeding to the interest of Grantor in the Property or ownership interest in Grantor (or security interest in such ownership) of a written modification or assumption agreement containing such terms as Lender may reasonably require, such as a principal pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, a transfer fee, or any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligations. 17. Grantor agrees not to grant any future lien or security interest in the Property or to permit any future junior encumbrance to be recorded or any existing or future claim to otherwise become an encumbrance against the Property. If an involuntary encumbrance is filed against the Property, Grantor agrees, within 30 days of actual notice, to either remove the involuntary encumbrance or insure against it or provide a bond acceptable to Lender against the involuntary encumbrance. 18. This Deed of Trust binds, benefits, and may be enforced by the successors in interest of all parties. 19. If Grantor and Borrower are not the same person, the term Grantor includes Borrower. 20. Except as may be specifically stated in this Deed of Trust or the Note, Grantor and each surety, endorser, and guarantor of the Obligations waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. 21. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court and other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust is placed in the hands of an attorney for enforcement. 22. If any provision of this Deed of Trust is determined to be invalid or unenforceable, the validity or enforceability of any other provision will not be affected. DEED OF TRUST—CDBG FUNDS Page 10 Fort Worth Independent School District—Fire House 10 Educational Center Rev.08-29-17 23. The term Lender includes any mortgage servicer for Lender. 24. The debt and the peffefmanee seeur-ed by this Deed of TFust is -a any personal liability for- Fepayment of the Loan deser-ibed in the Centmet. ole The sole meear-se ef Leader- under- the Loan doeuments fef:Fepal - . Loan eF per-fefmanee of any of the Obligations shall be the e*emise of its right against the seeur-ity fer-payment as defined in the New- E. Construction Loan Mortgage 1. This Deed of Trust is a "construction mortgage" within the meaning of Section 9.334 of the Texas Business and Commerce Code. The liens and security interests created and granted by this Deed of Trust secure an obligation incurred for the construction or rehabilitation of improvements on land. 2. Grantor agrees to comply with the terms, covenants and conditions of City Secretary Contract No. 49014 between Grantor and Lender (the "Contract') which requires the Note and this Deed of Trust. All advances made by Lender under the Contract will be indebtedness of Grantor secured by the liens created by this Deed of Trust, and such advances are conditioned as provided in the Contract. 3. All amounts disbursed by Lender before completion of the improvements to protect the security of this Deed of Trust up to the principal amount of the Note will be treated as disbursements under the Contract. All such amounts will bear interest from the date of disbursement at the rate stated in the Note, unless collections from Grantor of interest at that rate would be contrary to applicable law, in which event such amounts will bear interest at the rate stated in the Note for matured, unpaid amounts and will be payable on notice from Lender to Grantor requesting payment. 4. From time to time as Lender deems reasonably necessary to protect Lender's interests, Grantor will, on request of Lender, execute and deliver to Lender, in such form as Lender directs but subject to the rights of any senior lien holders, assignments of any and all rights or claims that relate to the construction of improvements on the Property. 5. In case of breach by Grantor of the terms, covenants and conditions of the Contract, Lender, at its option, subject to applicable notice, grace and cure periods, with or without entry on the Property, may(a) invoke any of the rights or remedies provided in the Contract, (b) accelerate the amounts secured by this Deed of Trust and invoke the remedies provided in this Deed of Trust, or(c) do both. F. THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE FOLLOWING CONDITIONS AND RESTRICTIONS: DEED OF TRUST—CDBG FUNDS Page 11 Fort Worth Independent School District—Fire House 10 Educational Center Rev 08--29-17 The Note secured by this Deed of Trust is the Note required in the Contract between Grantor and Lender and has been executed and delivered in accordance with its terms. The funds advanced by Lender are CDBG funds and the Contract requires that the community facility located on the Property constructed in part with CDBG funds must benefit Income Eligible Clients for the 5 year Performance Period, all as more particularly defined in the Contract, in accordance with the CDBG Program and the CDBG Regulations (the "CDBG Requirements"): Borrower shall fulfill the following CDBG Requirements: 1. Rehabilitate the second floor of the building located on the Property and obtain a Certificate of Occupancy. 2. Install an accessible elevator in the building. 3. Renovate an existing restroom in the building. 4. Construct a playground on the Property. 5. Operate an educational center in the building which provides educational services to a population 51% of whom are Income Eligible Clients. 6. Collect income information on all clients served by Borrower with educational programming in the building in compliance with the Contract and the CDBG Regulations. 7. Meet the National Objective and the CDBG Requirements as more particularly defined in the Contract. 8. Comply with all Contract terms and any applicable provisions of the CDBG Regulations. The Loan and any sums due under the Note or this Deed of Trust will be in default and may be declared immediately payable if the community facility located on the Property does not serve Income Eligible Clients and meet the National Objective and the CDBG Requirements for the 5 year Performance Period, all as more particularly defined in the Contract. In the event of such default, Lender may invoke any remedies provided herein or in the Contract. Upon performance of the obligations described in the Contract and the terms and conditions of the Loan Documents, the Loan (evidenced by the Promissory Note and secured by this Deed of Trust) will be forgiven, which forgiveness will occur automatically (and without further action or requirement on the part of Borrower or Lender) upon satisfaction by Borrower of its obligation to utilize the community facility to serve Income Eligible Clients and meet the National Objective and the CDBG Requirements for the 5 year Performance Period, all as more particularly defined in the Contract. Provided, however, upon such satisfaction, Lender agrees to return the original Promissory Note properly endorsed to reflect the fact that its forgiven and/or paid in full and to execute and file of record a release the Deed of Trust securing same both at DEED OF TRUST—CDBG FUNDS Page 12 Fort Worth Independent School District—Fire House 10 Educational Center Rev.08-29-17 Grantor's expense. This Deed of Trust has also been executed and delivered pursuant to the terms of the Contract. Grantor agrees to perform each and every obligation set forth in the Contract and will not permit a default to occur thereunder. Any default in the performance of Grantor's obligations under the terms of the Contract, the CDBG Program or CDBG Regulations shall be deemed a default in the terms of the Note and Lender may invoke any remedies provided herein. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] DEED OF TRUST—CDBG FUNDS Page 13 Fort Worth Independent School District—Fire House 10 Educational Center Rev.08-29-17 THE CONTRACT, THE NOTE AND THE DEED OF TRUST CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. FORT WORTH NDE ND NT SCHOOL DISTRICT By: Dr. Ken r, S er tendent STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on �� ! C/ , 2017 by Dr. Kent Scribner the Superintendent of the Fort Worth Independent School District, a political subdivision of the State of Texas and a legally constituted independent school district, acting on behalf of such school district. 41&� 4�� Notary P66c, State of Texas X N AFTER RECORDING RETURN TO: i 't City of Fort Worth City Attorney's Office � �'. Attention: Vicki S. Ganske � 4�46 200 Texas Street Fort Worth,Texas 76102 DEED OF TRUST—CDBG FUNDS Page 14 Fort Worth Independent School District—Fire House 10 Educational Center Rev.08-29-17 k ' EXHIBIT"A" PERMITTED ENCUMBRANCES 1. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all rights, privileges and immunities relating thereto, appearing in the Public Records. 2. Terms, conditions, and stipulations of Designation of Historic Structures and Property filed by the City of Fort Worth in instrument recorded in Volume 12779, Page 576 as affected by the instrument recorded under Clerk's File No. D204305288, Deed Records of Tarrant County, Texas. (Lots 23 & 24) 3. Terms, conditions, and stipulations of Oil, Gas and Mineral lease, a Memorandum of which is dated October 15, 2009, filed for record under Clerk's File No. D209298338, Deed Records of Tarrant County, Texas. (Lots 23 & 24) 4. Terms, conditions, and stipulations of Oil, Gas and Mineral lease, a Memorandum of which is dated January 1, 2012, filed for record under Clerk's File No. D212280550, Deed Records of Tarrant County, Texas. (Lots 1 thru 7) recording of the said Memorandum. (Lots 1 thru 7) 5. The rights of the public and others in any portion of the property lying within the boundaries of a street, and the regulation of the use thereof by the State or other governmental entity. (Lots 1-7) 6. Consequences, if any, including rights and interests of others, arising out of or evidenced by the following matters as disclosed on the survey dated July 12, 2017, prepared by Susan L Stewart, Registered Professional Land Surveyor No. 5495: 1) Encroachment of a wood frame building and a stockade fence along the South line of Lot 7; 2) Rights of third parties in and to the common driveway between Lots 7 and 8; 3) Overhead electric lines, power poles, guy wires across all lots; 4) Overhead cable on Lot 24; metal vault, metal vault in concrete and covered stone well on Lot24 and protruding over North line of Lot 24; 5) Fence protrusion and fence encroachment on south line of Lot 23; and 6) Sanitary Sewer manhole in alley DEED OF TRUST—CDBG FUNDS Page 15 Fort Worth Independent School District—Fire House 10 Educational Center Rev.08-29-17 1 %Ay.� I -.Raw tV D217248145 101251201711:10AM PGS 3 Fee: $24.00 Submitter: SIMPLIFILE Electronically Recorded by " = C e r�(.: Official Public Records �pt.c,I. p-swot��►��,_, Mary Louise Garcia RA,TTImm CORRECTION AFFIDAVIT AS TO DEED OF TRUST SECURITY AGREEMENT-FINANCING STATEMENT CDBG FUNDS [Non-material correction pursuant to§5.028, Texas Property Code, where the parties to the recorded original instrument have not signed the correction affidavitrinstrument) Date: October 24, 2017 GF No.: 17-1884 Affiant: David Bailiff Description of Original Instrument: Deed of Trust Security Agreement-Financing Statement CDBG Funds dated effective October 24,2017, executed by Fort Worth Independent School District to Vicki S. Ganske or Leann D. Guzman,Trustees for City of Fort Worth, recorded under Clerk's File No. D217247539, Official Records of Tarrant County,Texas. Affiant on oath swears that the following statements are true and within the personal knowledge of Affiant: 1. My name is David Bailiff. My address is 3707 Camp Bowie Blvd., Suite 120, Fort Worth,TX 76107. 1 am over the age of eighteen(18)years and am otherwise competent to make this Correction Affidavit. 2. 1 have personal knowledge of the facts relevant to the correction of the above referenced Original Instrument as evidenced by the following facts: Escrow Officer in the transaction 3. 1 am making this Affidavit as a correction instrument pursuant to §5.028 of the Texas Property Code, with regard to the following clerical error in the Original Instrument: Exhibit"A"a portion of the legal description incorrectly describes the City Ordinance as 14447 instead of 14449 4. The Original Instrument should correctly read as follows with respect to the clerical error described above, this being a non-material change to the Original Instrument: TOGETHER WITH those portions of a 20 foot wide alley adjacent to the property as abandoned and vacated by the City of Fort Worth on December 19, 2000, under Ordinance . 444 y of which was recorded under Clerk's File No. D217187375, Deed Records,Tar ant County,Texas. OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX RA CORRECTION AFFIDAVIT AS TO DEED OF TRUST SECURITY AGREEMENT-FINANCING STATEMENT CDBG FUNDS [Non-material correction pursuant to§5.028, Texas Property Code,where the parties to the recorded original instrument have not signed the correction affidavit/instrument] Date: October 24, 2017 GF No.: 17-1884 Affiant: David Bailiff Description of Original Instrument: Deed of Trust Security Agreement-Financing Statement CDBG Funds dated effective October 24, 2017, executed by Fort Worth Independent School District to Vicki S. Ganske or Leann D. Guzman, Trustees for City of Fort Worth, recorded under Clerk's File No. D217247539, Official Records of Tarrant County, Texas. Affiant on oath swears that the following statements are true and within the personal knowledge of Affiant: 1. My name is David Bailiff. My address is 3707 Camp Bowie Blvd., Suite 120, Fort Worth, TX 76107. 1 am over the age of eighteen (18)years and am otherwise competent to make this Correction Affidavit. 2. 1 have personal knowledge of the facts relevant to the correction of the above referenced Original Instrument as evidenced by the following facts: Escrow Officer in the transaction 3. 1 am making this Affidavit as a correction instrument pursuant to §5.028 of the Texas Property Code, with regard to the following clerical error in the Original Instrument: Exhibit"A"a portion of the legal description incorrectly describes the City Ordinance as 14447 instead of 14449 4. The Original Instrument should correctly read as follows with respect to the clerical error described above, this being a non-material change to the Original Instrument: TOGETHER WITH those portions of a 20 foot wide alley adjacent to the property as abandoned and vacated by the City of Fort Worth on December 19, 2000, under Ordinance No. 14449, a certified copy of which was recorded under Clerk's File No. D217187375, Deed Records,Tarrant County, Texas. 5. 1 have given notice of this correction of the Original Instrument by sending a copy of the Correction Affidavit by E-MAIL to each party to the Original Instrument, in accordance with §5.028 (d) of the Texas Property Code. The evidence of said notice is attached to this affidavit as required by §5.028 (d) (1) of the Texas Property Code. Af=FIANTj:- Da,& aili THE STATE OF TEXAS § COUNTY OF TARRANT § SffRN AND SUBSCRIBED b ore me by V 1 \VCtI' L l t'=P on this day of y O , 20 . Notal'-Nbllc, State of ^ My Commission Expires: Printed Name of Notary: VICTORIA LYNN LEE Notary Public,State of Texas Comm.Expires 04-26-2020 Notary ID 12648505-2 r VICTORIA LYNN LEE * # Notary Public,State of Texas a, v% Comm.Expires 04-26-2020 Notary ID 12648505-2 David L. Bailiff From: David L. Bailiff Sent: Wednesday, October 25, 2017 9:57 AM To: 'John Wright';Sheryl Stevenson Cc: Brown, Leah (Leah.Brown@fortworthtexas.gov); LaRoque,Chad F (Chad.laRoque@fortworthtexas.gov);Cavazos,Art <Art.Cavazos@fwisd.org> (Art.Cavazos@fwisd.org);Ganske,Vicki (Vicki.Ganske@fortworthtexas.gov);Carmen Garcia Subject: RE: Fort Worth Independent School District/Fire Station No. 10 Attachments: correction aff dt.pdf,correction aff wd.pdf 10-25-17 To All: Attached is a copy of the 2 Correction Affidavits that will be filed of record for purposes of correcting the typo error in the Ordinance# referenced in the legal description. Yours truly David Bailiff Vice President/Escrow Officer Rattikin Title Company 3707 Camp Bowie Boulevard, Suite 120 1 Fort Worth, TX 76107 O: 817-737-4800 F: 817-737-4801 E: DBailiffa-RattikinTitle.com W: www.RattikinTitle.com From:John Wright [mailto:jww@mcdonaldlaw.com] Sent:Tuesday, October 24,2017 4:30 PM To: David L. Bailiff<dbailiff@RattikinTitle.com>;Sheryl Stevenson<sstevenson@RattikinTitle.com> Cc: Brown, Leah (Leah.Brown @fortworthtexas.gov)<Leah.Brown @fortworthtexas.gov>; LaRoque,Chad F (Chad.LaRoq ue@fortworthtexas.gov)<Chad.LaRoque@fortworthtexas.gov>;Cavazos,Art<Art.Cavazos@fwisd.org> (Art.Cavazos@fwisd.org)<Art.Cavazos@fwisd.org>;Ganske,Vicki (Vicki.Ganske@fortworthtexas.gov) <Vicki.G a nske @fo rtworthtexas.gov>;Carmen Garcia<mcg@mcdonaldlaw.com> Subject: RE: Fort Worth Independent School District/Fire Station No. 10 Thank you, David. From: David L. Bailiff[mai Ito:dbailiff@RattikinTitle.com] Sent: Tuesday, October 24, 2017 3:39 PM To: John Wright; Sheryl Stevenson Cc: Brown, Leah (Leah.Brown@fortworthtexas.gov); LaRoque, Chad F (Chad.LaRoque(Wortworthtexas.gov); Cavazos, Art 1 :..:.:.:..... . Rattikin Title Company 3707 Camp Bowie Blvd.,Suite 120 Fort Worth,TX 76107 Phone: (817)737-4800 Fax: (817)737-4801 Escrow no.: 17-1884 Ciose of escrow: October 24, 2017 Escrow officer. David Bailiff Purchaser: Fort Worth Independant School District Seller: THE CITY OF FORT WORTH,a municipal corporation Lender. THE CITY OF FORT WORTH,a municipal corporation Loan Number: Property location:2800 Lipscomb and 2801 College Ave Fort Worth,TX 76110 DEBITS Financial Consideration Contractsales).A -^ --„__-- 2.00 ProrationsfAdjustments _ City.of Fort Worth(CDBG Funds)to be disbursed_ _ 400,400.00 Escrow Charges _ Escrow Fee to Rattikin Title Company 400.00 Tax Report 0-PrtSry _ 71.37 Title Charges _ Endorsement T-3(Area&Boundary Amdmt/Survey Coverage Non Residential)to 196.72 Ratdkin Title Company Owners policy pnjmiom to Ratilldn Title Compan-�- „ �- - 1,311.50 Guaranty Fee to Texas Title Insurance t32arant!Association 1.50 Policies issued: Owners Policy Coverage: 415,607.00 2,623.00 Version- Owner's Policy of Title Insurance (T-1) Recording Charges Ri,cardinq fees to Tarrant Coun y C•-erk54,110 E-Recording Fee to Rattikin Title Cop-.para(E-Recording) 4.80 file Ordinance' r, 18.00 Other Debite/Credits Survey to Fulton Surve2n ,Inc. _ �__.. 1,875.00 Total Reductions to Amount Due TOTAL DEBITS 403,934.69 CREDITS ProrationslAdjustments __ City of Fort Worth(CDBG Funds)to be disbursed 400,000.00 Total Credits TOTAL CREDITS 400,000.00 BALANCE Cash From Buyer 3,934.89 Balance Due FROM Purchaser 3,934.89 Purchaser Fort W In pe ant ool District BY: -t t n i i Corn'0any S*Wement Page 1 of t t7-1884/80 Sr e Se er Rattikin Title Cootpsi i� 3707 Camp Bowie Blvd.,Suite 120 Fort Worth,TX 76107 Phone: (817)737-4800 Fax: (817)737-4801 Escrow no,: 17-1884 Close of escrow:October 24, 2017 Escrow officer: David Bailiff Borrower: Fort Worth Independant School District Seller: THE CITY OF FORT WORTH,a municipal corporation Lender: THE CITY OF FORT WORTH,a municipal corporation Loan Number: Property location:2800 Lipscomb and 2801 College Ave Fort Worth,TX 76110 DEBITS Prorations/Adjustments City of Fort Worth_(CDBG Funds)to be disbursed — 4_00,000.00 Escrow Charges Escrow Fee to Rattikin Title Company —- __ T 4.00.00 Tax Report to Tarrant County Real Property Tax Service 71.37 Title Charges Endorsement T-3(Area&Boundary Amdmt/Survey Coverage Non Residential)to 196.73 Rattikin Title Company Owner's policy premium to Ratilkin Title Co rrpany _ 1,311.50 Guaranty Fee to Texas Title Insurance Guaranty Association w 1.50 Recording Charges Recording fees to Tarrant County Clerk 54.D0 E-Recording Fee to Rattikin Title Company(E-Recording) file Ordinance 14449 to Tarrant County Clerk 18.00 Oilier De6J-WCredits ---- Survey to Fulton Surveying,Inc. 1.875.00 J TOTAL DEBITS 403,932.90 CREDITS Financial Consideration Contract sales price 2.00 Prorations/Adjustments City of Fort Worth(CDBG Funds)to be disbursed _ — 400,000.00 TOTAL CREDITS 400,002,00 BALANCE Cash From Seller 3,930.90 To Seller $0.00 Balance Due FROM Seiler 3,930.90 Seller THE CITY OF FORT WORTH,a municipal corporation OFFICIAL RECORD BY: ^ CITY SECRETARY Fernanyt Costa,Assistant iFT.WORTH Manager � q TX RattiK11 ie 'pany Settferrtent Agent Interest of existing liens is figured to date indicated. tf not paid by then,additional interest will have to be collected anc your statement will be adjusted to have sufficient funds to secure release from Genholder. Page 1 of 1 17-188418D a a uyu t v. v D217247538 1012412017 3:10 PM PGS 8 Fee: $44.00 Submitter: SIMPLIFILE Electronically Recorded by Tarrant County Clerk in Official Public Records l y� p�.o,�U''�<�:. Mary Louise Garcia SPECIAL WARRANTY DEED ` v aDATE: Effective October 24, 2017 GRANTOR: City of Fort Worth,a Texas municipal corporation y� GRANTOR'S MAILING ADDRESS: 200 Texas Street �y Fort Worth,Texas 76102 Attention:Neighborhood Services Department GRANTEE: Fon Worth Independent School District,a political subdivision of the State of Texas and a legally constituted independent school district GRANTEE'S MAILING ADDRESS: Fort Worth independent School District 100 N.University Drive.SW 172 Fort Worth,TX 76107 Attention:Legal Services Department CONSIDERATION:Ten Dollars and and other good and valuable consideration. PROPERTY(including any improvements): See attached Exhibit"A",attached hereto and incorporated herein for all purposes WERVATIONS FROM CQNVEYANG : For Grantor and Grantor's heirs,successors,and assigns forever,a reservation of all oil,gas,and other minerals in and under and that may be produced from the Property, however Grantor hereby waives any and all rights to conduct drilling. mining, exploratory and producing operations on the surface of the Property or to construct houses, pits, tanks, pipelines, compressors or similar structures thereon. If the mineral estate is subject to existing production or an existing lease, this reservation includes the production,the tease,and all benefits from it, provided that the lessee under such existing lease waives all rights conduct drilling, raining,exploratory and producing operations on the surface of the Property or to construct houses,pits,tanks,pipelines,compressors or similar structures thereon, The right to produce the oil, gas, hydrocarbons and any other minerals under the Property shall be exercised by conducting all such exploring,mining,drilling and producing operations on lands other than the Property. Notwithstanding the other terms of this Special Warranty Deed,the title and right to possession of the Property shall revert to the Grantor if Grantee ceases to use the Property is carrying out the public purpose for which the Property was sold to Grantee as provided under TEx.LOCAL,GOV'T CODE ANN. §272.001(t)(West 2015). The public purpose for which the Property was sold to Grantee is for or in support of the education of the general public. EXCEPTIONS TO CONVEYANCE AND WARRANTY: This conveyance is expressly made by Grantor and accepted by Grantee subject to the Permitted Exceptions referenced on Exhibit"B",attached hereto and made a pan hereof. GRANTEE ACKNOWLEDGES AND AGREES THAT GRANTOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTUE IND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORALOR WRITTEN, PAS RESENT OR OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX SPECIAL WARRANTY DEED Q. DATE: Effective October 24, 2017 E C„1 GRANTOR: City of Port Worth,a Texas municipal corporation y GRANTOR'S MAILING ADDRESS: 200 Texas Street y, Fort Worth,Texas 76102 I Attention:Neighborhood Services Department GRANTEE: Fort Worth Independent School District,a political subdivision of the State of Texas and a legally constituted independent school district GRANTEE'S MAILING ADDRESS: Fort Worth Independent School District 100 N.University Drive,SW 172 Fort Worth,TX 76107 Attention:Legal Services Department CONSIDERATION:Ten Dollars and and other good and valuable consideration. PROPERTY(including any improvements): See attached Exhibit "A",attached hereto and incorporated herein for all purposes RESERVATIONS FROM CONVEYANCE: For Grantor and Grantor's heirs,successors,and assigns forever, a reservation of all oil,gas, and other minerals in and under and that may be produced from the Property, however Grantor hereby waives any and all rights to conduct drilling, mining, exploratory and producing operations on the surface of the Property or to construct houses, pits, tanks, pipelines, compressors or similar structures thereon. If the mineral estate is subject to existing production or an existing lease,this reservation includes the production, the lease,and all benefits from it,provided that the lessee under such existing lease waives all rights conduct drilling, mining,exploratory and producing operations on the surface of the Property or to construct houses,pits,tanks,pipelines,compressors or similar structures thereon. The right to produce the oil, gas, hydrocarbons and any other minerals under the Property shall be exercised by conducting all such exploring,mining,drilling and producing operations on lands other than the Property. Notwithstanding the other terms of this Special Warranty Deed,the title and right to possession of the Property shall revert to the Grantor if Grantee ceases to use the Property in carrying out the public purpose for which the Property was sold to Grantee as provided under TEX.LOCAL GOv'T CODE ANN. §272.001(1)(West 2015). The public purpose for which the Property was sold to Grantee is for or in support of the education of the general public. EXCEPTIONS TO CONVEYANCE AND WARRANTY: This conveyance is expressly made by Grantor and accepted by Grantee subject to the Permitted Exceptions referenced on Exhibit`B",attached hereto and made a part hereof. GRANTEE ACKNOWLEDGES AND AGREES THAT GRANTOR HAS NOT MADE,DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS,TO CONCERNING OR WITH RESPECT TO (A) THE VALUE,NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH GRANTEE MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES,ORDINANCES, OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY,OR(H) EXCEPT FOR THE WARRANTY OF TITLE IN THIS DEED, ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT GRANTOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING SOLID WASTE,AS DEFINED BY THE U.S.ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261, OR THE DISPOSAL OR EXISTENCE IN OR ON THE PROPERTY OF ANY HAZARDOUS SUBSTANCE, AS DEFINED BY THE COMPREHENSIVE ENVIRONMENT RESPONSE COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, AND REGULATIONS PROMULGATED THEREUNDER. GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, GRANTEE IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY GRANTOR. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, GRANTOR AND GRANTEE AGREE THAT GRANTEE IS TAKING THE PROPERTY "AS IS WITH ALL FAULTS" BASIS WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY BY GRANTOR THAT THE PROPERTY IS FIT FOR A PARTICULAR PURPOSE. GRANTEE ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATIONS, STATEMENTS, ASSERTIONS OR NON-ASSERTIONS BY THE GRANTOR WITH RESPECT TO THE PROPERTY CONDITION, BUT IS RELYING SOLELY UPON ITS EXAMINATION OF THE PROPERTY. GRANTEE TAKES THE PROPERTY UNDER THE EXPRESS UNDERSTANDING THERE ARE NO EXPRESS OR IMPLIED WARRANTIES(EXCEPT FOR LIMITED WARRANTIES OF TITLE SET FORTH IN THE CLOSING DOCUMENTS). AFTER CLOSING,AS BETWEEN GRANTEE AND GRANTOR,THE RISK OF LIABILITY OR EXPENSE FOR ENVIRONMENTAL PROBLEMS, EVEN IF ARISING FROM EVENTS BEFORE CLOSING, WILL BE THE SOLE RESPONSIBILITY OF GRANTEE,REGARDLESS OF WHETHER THE ENVIRONMENTAL PROBLEMS WERE KNOWN OR UNKNOWN AT CLOSING. PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY GRANTOR AND PURCHASED BY GRANTEE SUBJECT TO THE FOREGOING. GRANTEE ACKNOWLEDGES AND ACCEPTS ALL THE TERMS AND PROVISIONS BY HIS ACCEPTANCE HEREOF. Grantor, for the Consideration and subject to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all and singular the rights and appurtenances thereto in any way belonging, to have and to hold it to Grantee and Grantee's heirs, successors, and assigns forever. Grantor binds Grantor and Grantor's heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty. When the context requires,singular nouns and pronouns include the plural. 2 GRANTOR CITY OF FORT WORTH Appro ed as to Form and I.eg ity Fernando Costa,Assistant City Manager Vicki Ganske,Senior A-s-siawit GRANTEE: FORT WORTH INDEPENDENT SCHOOL DISTRICT By: Dr.Kent Scribner,Superintendent After Recording Please send to: Fort Worth Independent School District 100 N.University Drive,SW 172 Fort Worth,TX 76107 Attention:Legal Services Department 3 GRANTOR CITY OF FORT WORTH Approved as to Form and Legality Assistant City Manager Assistant City Attorney GRANTEE: FORT WORTH N 46c HOOL DISTRICT By: Dr. Ke dent After Recording Please send to: Fort Worth Independent School District 100 N.University Drive,SW 172 Fort Worth,TX 76107 Attention:Legal Services Department 3 THE STATE OF TEXAS § COUNTY OF TARRANT§ BEFORE ME,the undersigned authority, on this day personally appeared Fgmando Costa,known to me to be the person and officer whose name is subscribed to the foregoing instrument,and acknowledged to me that he executed the same as the act and deed and on behalf of the City of Fort Worth, a municipal corporation of Tarrant County,Texas,for the purposes and consideration therein expressed. ,�,,-� J GIVEN UNDER MY HAND AND SEAL OF OFFICE,this-� '�dy of da. Y" 2017. `Z.,t1i317 f'Fpf WWWA Notary Public "s_Notary Public,State c, `f,>xas erg,:P (R Expires 04-17-2G t ID 1238$32-t Q THE COUNTY OF TARRANT§ Before me, the undersigned authority, on this day personally appeared Dr. Kent Scribner, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same is the act of Fort Worth Independent School District, a political subdivision of the State of Texas and a legally constituted independent school district,for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE,this day of 2017. Notary Public 4 THE STATE OF TEXAS § COUNTY OF TARRANT§ BEFORE ME, the undersigned authority, on this day personally appeared , known to me to be the person and officer whose name is subscribed to the foregoing instrument,and acknowledged to me that he executed the same as the act and deed and on behalf of the City of Fort Worth, a municipal corporation of Tarrant County,Texas,for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of , 2017. Notary Public THE STATE OF TEXAS § COUNTY OF TARRANT§ Before me, the undersigned authority, on this day personally appeared Dr. Kent Scribner, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same is the act of Fort Worth Independent School District, a political subdivision of the State of Texas and a legally constituted independent school district,for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this r day of �' L?PiY 2017. ���••'��" � �1� Notary Pub VU too r ' 0 .0-Z 4 EXHIBIT A Property Lots 23 and 24, Block 12, South Hemphill Heights Addition, an Addition to the City of Fort Worth, Tarrant County, Texas according to the plat recorded in Volume 106, Page 132, Plat Records of Tarrant County,Texas, commonly known as 2800 Lipscomb Street,Fort Worth TX 76110; and Lots 1 - 7, Block 12, South Hemphill Heights Addition, an Addition to the City of Fort Worth, Tarrant County, Texas according to the plat recorded in Volume 106, Page 132, Plat Records of Tarrant County,Texas, commonly known as 2801 College Avenue, Fort Worth TX 76110; TOGETHER WITH those portions of a 20 foot wide alley adjacent to the property as abandoned and vacated by the City of Fort Worth on December 19, 2000, under Ordinance No. 14447, a certified copy of which was recorded under Clerk's File No. D217187375, Deed Records,Tarrant County,Texas. Together with the following personal property: All fixtures, supplies, building materials, and other goods of every nature now or hereafter located,used, or intended to be located or used on the Property; All plans and specifications for development of or construction of improvements on the Property; All contracts and subcontracts relating to the construction of improvements on the Property; All accounts, contract rights, instruments, documents, general intangibles, and chattel paper arising from or by virtue of any transactions relating to the Property; All permits, licenses, franchises, certificates, and other rights and privileges obtained in connection with the Property; All proceeds payable or to be payable under each policy of insurance relating to the Property; and All products and proceeds of the foregoing. 5 EXHIBIT B PERMITTED EXCEPTIONS 1. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all rights, privileges and immunities relating thereto, appearing in the Public Records. 2. Terms, conditions, and stipulations of Designation of Historic Structures and Property filed by the City of Fort Worth in instrument recorded in Volume 12779, Page 576 as affected by the instrument recorded under Clerk's File No. D204305288, Deed Records of Tarrant County,Texas. (Lots 23 &24) 3. Terms, conditions, and stipulations of Oil, Gas and Mineral lease, a Memorandum of which is dated October 15, 2009, filed for record under Clerk's File No. D209298338, Deed Records of Tarrant County, Texas. (Lots 23 & 24) 4. Terms, conditions, and stipulations of Oil, Gas and Mineral lease, a Memorandum of which is dated January 1, 2012, filed for record under Clerk's File No. D212280550, Deed Records of Tarrant County, Texas. (Lots 1 thru 7) recording of the said Memorandum. (Lots 1 thru 7) 5. The rights of the public and others in any portion of the property lying within the boundaries of a street, and the regulation of the use thereof by the State or other governmental entity. (Lots 1-7) 6. Consequences, if any, including rights and interests of others, arising out of or evidenced by the following matters as disclosed on the survey dated July 12, 2017, prepared by Susan L Stewart, Registered Professional Land Surveyor No. 5495: l) Encroachment of a wood frame building and a stockade fence along the South line of Lot 7; 2)Rights of third parties in and to the common driveway between Lots 7 and 8; 3) Overhead electric lines,power poles, guy wires across all lots, 4) Overhead cable on Lot 24; metal vault, metal vault in concrete and covered stone well on Lot24 and protruding over North line of Lot 24; 5) Fence protrusion and fence encroachment on south line of Lot 23; and 6) Sanitary Sewer manhole in alley 6 D217248144 101251201711:10 AM PGS 3 Fee: $24.00 Submitter: SIMPLIFILE Electronically Recorded by Tarrant County Clerk in Official Public Records o- � Mary Louise Garcia RATTiKwl, TLE CORRECTION AFFIDAVIT AS TO SPECIAL WARRANTY DEED (Non-material correction pursuant to§5.028, Texas Property Code,where the parties to the recorded original instrument have not signed the correction affidavit/instrument] Date: October 24, 2017 GF No.: 17-1884 Affiant: David Bailiff Description of Original Instrument: Special Warranty Deed dated effective October 24,2017, executed by City of Fort Worth, a Texas municipal corporation to Fort Worth Independent School District, recorded under Clerk's File No. D217247538,Official Public Records,Tarrant County, Texas. Affiant on oath swears that the following statements are true and within the personal knowledge of Affiant: 1 My name is David Bailiff. My address is 3707 Camp Bowie Blvd., Suite 120, Fort Worth,TX 76107. l am over the age of eighteen (18)years and am otherwise competent to make this Correction Affidavit. 2. 1 have personal knowledge of the facts relevant to the correction of the above referenced Original Instrument as evidenced by the following facts: Escrow Officer in the transaction 3. 1 am making this Affidavit as a correction instrument pursuant to §5.028 of the Texas Property Code, with regard to the following clerical error in the Original Instrument: Exhibit'W' a portion of the legal description incorrectly describes the City Ordinance as 14447 instead of 14449 4. The Original Instrument should correctly read as follows with respect to the clerical error described above, this being a non-material change to the Original Instrument: TOGETHER WITH those portions of a 20 foot wide alley adjacent to the property as abandoned and vacated by the City of Fort Worth on December 19, 2000, under Ordinance No. 14449, a certified copy of which was recorded under Cleric's File No. D217187375, Deed Records, Tarrant County, Texas. 5. 1 have given notice of this correction of the Original Instrument by sending a copy of the Correction Affidavit by E-MAIL to each party to the Original Instrument, in accordance with §5.028 (d) of the Texas Property Code. The evidence of said notice is attached to this affidavit as required by §5.028 (d) (4) of the Texas Property Code. AFFIANT: c TME STATE OF TEXAS § COUNTY OF TARRANT § SVIIAN AND SUBSCRIBED b fore me by otJ4 J L f r on this day of 20 . Notary-pfic, tate of My Commission Expires: Printed Name of Notary: VIL—A LYNN LEE a * Notary Pubfic,State of Texas Comm,Expires 04-26-202() OF t� Notary ID 12648SO5-2 David L. Bailiff From: David L. Bailiff Sent: Wednesday,October 25, 2017 9:57 AM To: 'John Wright';Sheryl Stevenson Cc: Brown, Leah(Leah.Brown@fortworthtexas.gov); LaRoque,Chad F (Chad.LaRoque@fortworthtexas.gov);Cavazos,Art <Art.Cavazos@fwisd.org> (Art.Cavazos@fwisd.org);Ganske,Vicki (Vicki.Ganske@fortworthtexas.gov);Carmen Garcia Subject: RE: Fort Worth independent School District/Fire Station No. 10 Attachments: correction aff dt.pdf;correction aff wd.pdf 10-25-17 To All: Attached is a copy of the 2 Correction Affidavits that will be filed of record for purposes of correcting the typo error in the Ordinance#referenced in the legal description. Yours truly, David Bailiff Vice President/Escrow Officer Rattikin Title Company 3707 Camp Bowie Boulevard, Suite 120 1 Fort Worth, TX 76107 O: 817-737-4800 P 817-737-4801 E: DBailiMRattikinTitle.com W: www.RattikinTitle.com From:John Wright(mailto:jww@mcdonaidlaw.com) Sent:Tuesday,October 24,2017 4:30 PM To: David L. Bailiff<dbailiff@RattikinTltle.com>;Sheryl Stevenson<sstevenson@RattikinTitle.com> Cc: Brown,feah(Leah.Brown@fortworthtexas.gov)<Leah.Brown @fortworthtexas.gov>; LaRoque,Chad F (Chad.LaRoque@fortworthtexas.gov)<Chad.La Roq ue@fo rtworthtexas.gov>;Cavazos,Art<Art.Cavazos@fwisd.org> (Art.Cavazos@fwisd.org)<Art.Cava zos@fwisd.org>;Ganske,Vicki (Vicki.Ganske@fortworthtexas.gov) <Vicki.Ganske@fortworthtexas.gov>; Carmen Garcia<mcg@mcdonaldlaw.com> Subject:RE: Fort Worth independent School District/Fire Station No. 10 Thank you, David. From: David L. Bailiff(mailto:dbailiff@RattikinTitle.com] Sent: Tuesday, October 24, 2017 3:39 PM To: John Wright; Sheryl Stevenson Cc: Brown, Leah (Leah.Brown@fortworthtexas.gov); LaRoque, Chad F{Chad.LaRoque@fortworthtexas.gov); Cavazos, Art I r 3707 Camp Bowie Blvd.,Suite 120, Fort Worth,TX 76107 -(817)737-4800 FAX(817)7374801 GF No.: 17-1884 CERTIFICATION OF NON-FOREIGN STATUS BY CORPORATION, PARTNERSHIP, TRUST OR ESTATE TO: Fort Worth Independant School District FROM: THE CITY OF FORT WORTH, a municipal corporation Section 1445 of the Internal Revenue Code provides that a Transferee (Buyer) of a U.S. real property interest must withhold tax if the Transferor(Seller) is a foreign person. To inform the Transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by Transferor, the undersigned hereby certifies the following on behalf of Transferor. 1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate(as those terms are defined in the Internal Revenue Code and Income Tax Regulations), 2. Transferor is not a"disregarded entity" under applicable Income Tax Regulations. 3. Transferor's U.S. Employer identification number is 4. Transferor's office address is 200 Texas Fort Worth, TX 76102 Transferor understands that this certification may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment,or both. Under the penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief, it is true, correct and complete, and I further declare that l have authority to sign this document on behalf of the Transferor. DATE: October 24, 2017 TRANSFEROR: THE CITY OF FORT WORTH, a municipal corporation 1 BY: �cvz' W Fernando Costa,Assistant City Manager OFFICIAL.RECORD CITY SECRETARY FT. WORTH,TX _.. _�,..7._-,_--__e Certification of Non-Foreign Status by Org 17-1884 RATS m„ 3707 Camp Bowie Blvd., Suite 120, Fort Worth,TX 76107-(817)737--4800 FAX (817)737-4801 EXEMPT TRANSFEROR CERTIFICATION Re: 2800 Lipscomb and 2801 College Ave, Fart Worth, TX 76110 (Property) Section 1: Transferor information 1. Transferor is a(check any that apply) ❑ Corporation ❑O Governmental Entity ❑ Volume Transferor" 2. Transferor's name is: THE CITY OF FORT WORTH, a municipal corporation 3. Transferor's address: 200 Texas Fort Worth, TX 76102 4. Transferor's taxpayer identification no.: -I j- (400z) 3 `If you have checked Volume Transferor you must fill in Section 11 Section 11 The undersigned (check as appropriate) ❑ has sold or exchanged during either of the prior two calendar years,or ❑ previously sold or exchanged during the current calendar year, or ❑ on the date of closing expects to sett or exchange during the current calendar year, at least 25 separate items of reportable real estate to at least 25 separate transferees and each such item, at the date of closing of such Items was or will be held primarily for sale or resale to customer in the ordinary course of a trade or business. THE UNDERSIGNED CERTIFIES TO YOU UNDER THE PENALTIES OF PERJURY THAT THE ABOVE INFORMATION IS TRUE AND CORRECT. Date:October 24, 2017 THE CITY OF FORT WORTH, a municipal corporation BY, V CTS Fernando Costa,Assistant City Manager Exempt Transferor Cert 17-1884 k� M1�lnbvm k. (LACY. 9- I -MACK 6- MON.VAM5) -cr ON.VAM5) . l v: 24 r 5M a Im< TRMRP Y x 2 `- pin " 2 N90,00'00"W 1601.00'y ?� 22 21 o \4 8 �, 5 N -MACK 12- 20 -MOCK 13- ®R 19 g g 6 Z. z 18 o v M. ` y�ne ... b b •�•�, vaR .1 CABM IA CONVI(ION 11%M b ""�" N90'00'001*60.00' vw a§ 17 2800 Llpscanb Street a d 2801 Cdlege Ave ue g bots I thru 7 nduslve atd Lots 23 and 24,61ak 12 U B ` An Addltmn to the�Noff for'I v 21-1-t Casky,Teras < Accord)q to+k a plat recorded In Vdume 106,page 132 f6z ecordsoftr;� CorN'Teras Tomsk wfH 9 fkre portAcns of a 20 foot wide alley ad to the property 16 A5 abandoned and vacated by the C4 of fat Wath cn Vecmber 19,2000 Under Ordlnaee No.14449 T R z W v—R �S $ A certMed copy of which was recorded a de C erk's f Ile No,V217187375 `� a Veed k'ecads,Tarrant Caxdy,Teras K) 15 II 14 12 13 12 IAWN 5fftf" (60'k.O.WJ 91 OFFICIAL RECORD CITY SECRETARY -MOCK 24- -f31,OCK 23- FT.WORTH,TX 24 I 25 v. == *nrnz N �I•r,zrz4/Iz GF No.: 17-1884 RA`I TiyjN_,_ . LE AFFIDAVIT AS TO DEBTS AND LIENS DATE: DATED AS OF THE JURAT, OR WHEN MORE THAN ONE,THE FIRST COMPLETED JURAT. RE: PROPERTY(HEREINAFTER CALLED "subject property")fully described in said file: Lots 1-7 Block 12 South Hemphill Heights and Lots 23 and 24 Block 12 South Hemphill Heights 2800 Limb AFFIANT is/AFFIANTS are: ❑ SELLER(S)of the subject property ❑ OWNER(S)/BORROWER(S)of a loan secured by subject property 9 duly authorized Officer/Partner/Joint Venturer of THE CITY OF FORT WORTH, a municipal corporation,which is the: 1@ SELLER of the subject property ❑ OWNER/BORROWER of a loan secured by subject property; and each AFFIANT appearing before the respective undersigned authority on the date set forth in the respective Jurat, on oath deposes and says: RATTIKIN TITLE COMPANY, Agent for ALLIANT NATIONAL TITLE INS. CO., has been requested to handle the closing of the transaction upon subject property and the issuance of one or more title policies. Each AFFIANT is giving this Affidavit with the understanding that RATTIKIN TITLE COMPANY, Agent for ALLIANT NATIONAL TITLE INS. CO., could not and would not issue any title insurance contracts on said property unless each AFFIANT swears to the accuracy of the statements made herein, as follows: IF THE STATEMENTS ARE UNTRUE, PLEASE MARK AN"X"IN THE PARENTHESIS,AND EXPLAIN UNDER NO. 15 ( ). 1. Affiant certifies that the sale of the above-described property is truly a"sale,"and that there is no agreement or understanding whatsoever that said property will be re-transferred to Seller(s) at any future date. Affiant further certifies that said"sale"could not in anyway be construed as a"loan of money." 2. The owner(s) of the subject property owe(s) no past due Federal or State taxes, no delinquent Federal assessments presently exist against owner(s),and no Federal or State liens have been filed against owner(s), EXCEPT THOSE UNDER NO. 15 ( ). 3. No delinquent State, County, City, School District, Water District or other governmental agency taxes are due or owing against subject property, and no tax suit has been filed by any State, County, Municipal, Water District or other governmental agency for taxes levied against subject property. EXCEPT THOSE UNDER NO. 15( ). Affidavit(As to Debts and Liens) 17-1884 GF No.: 17-1884 AFFIDAVIT AS TO DEBTS AND LIENS (Continued) 4. All labor and material used in the construction of improvements or repairs, if any, on the subject property have been paid for: there are now no unpaid labor or material claims against the improvements or repairs, if any, or the property upon which same are situated; and AFFIANT hereby declares that all sums of money due for the erection of improvements or repairs, If any, have been fully paid and satisfied; and there are no Mechanic's or Materialman's liens against the subject property, unless and except as shown under No. 8 and the lienholder named in No. 12 below. 5. No notices, assessments, or liens of any kind by any city, county, state or federal entity have been filed or come to the attention of AFFIANT, and owner(s) owe(s) no charges for any such, EXCEPT THOSE UNDER NO. 15( ). 6. No homeowners or maintenance association dues, fees, or assessments are due and owing relating to the subject property, EXCEPT THOSE UNDER NO. 15( ). 7. No judgment liens are filed against owner(s), EXCEPT THOSE UNDER NO. 15 ( ). 8. No suits are pending against owner(s)in Federal or State court, EXCEPT THOSE UNDER NO. 15( ). 9. AFFIANT knows of no adverse claim to the subject property, and so far as AFFIANT knows there are no encroachments or boundary conflicts, EXCEPT THOSE UNDER NO. 15( ). 10. No outstanding home improvement loans are recorded, or unrecorded, EXCEPT THE FOLLOWING: 11. AFFIANT (or when on behalf of owner, such owner or any legal representative) has not heretofore sold, contracted to sell or conveyed any part of said property other than in connection with the sale and/or loan handled in the above numbered file. 12. No unpaid debts exist for electric or plumbing fixtures, water heaters, floor furnaces, air conditioners, radio or television antennae, carpeting, rugs, lawn sprinkling systems, venetian blinds, window shades, draperies, electric appliances, fences, street paving or any personal property or fixtures that are located on the subject property, and no such systems have been purchased on time payment contracts, and no security interests on such property are secured by financing statements, security agreement or otherwise, EXCEPT THE FOLLOWING: SECURED PARTY APPROXIMATE AMOUNT (USE NO.15 FOR FURTHER EXPLANATION IF NECESSARY) 13. No loans of any kind exist on subject property, EXCEPT THE FOLLOWING: CREDITOR APPROXIMATE AMOUNT N/A Affidavit(As to Debts and Liens) 17-1884 GF No.: 17-1884 AFFIDAVIT AS TO DEBTS AND LIENS (Continued) 14. No present or past tenants have had possession at any time of subject property,EXCEPT THE FOLLOWING: TENANTS APPROXIMATE AMOUNT Fort Worth ISD 15. EXCEPTIONS AND EXPLANATIONS: None 16. AFFIANT UNDERSTANDS THAT THE PAYOFF AMOUNT(S)ON LOANS AND LIENS LISTED ABOVE ARE IN ACCORDANCE WITH STATEMENTS GIVEN BY THE SECURED PARTY, AND SHOULD THE SECURED PARTY REQUIRE ANY ADDITIONAL AMOUNT IN ORDER TO RELEASE SAID LOANS, AFFIANT (AND OWNER/BORROWER, IF OWNER/BORROWER IS AN ENTITY)AGREES TO PAY THAT ADDITIONAL AMOUNT AND HOLD ESCROW AGENT AND ITS UNDERWRITER HARMLESS FROM SUCH ADDITIONAL AMOUNT AND ANY OTHER LIEN NOT SPECIFICALLY REFERENCED ABOVE. THE CITY OF FORT WORTH, a municipalc�or�p''ooration 4 Fernando�C�ossta,Assistant City Manager STATE OF s,MS COUNTY OF This instrument was sworn to, subscribed and acknowledged on 124= of �('><v 't' by Fen►ando Costa , as Assistant City Manager of The City of Fort Worth, a municipal corporation.on behalf of said corporation. Notary PiibWl St'�fe Cif My commission expires: _p) (SEAL) ""°"•, MKINVA L JOHNSON ` aY•u�'o ;Z• �=^Notary Public,State of Texas tr'• r� Comm. Expires 04.17-2018 Notary ID 1238832-0 igpN Affidavit(As to Debts and Liens) 17-1884