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HomeMy WebLinkAboutContract 50068 CITY SECRETARY CONTRACT NC+ STATE OF TEXAS § COUNTY OF TARRANT § O UDAG LOAN AGREEMENT This Loan Agreement ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipality organized under the laws of the State of Texas, and Texas Wesleyan University ("Developer"), a domestic nonprofit corporation. City and Developer may be referred to individually as a "Party" and jointly as "the Parties". RECITALS A. On or about September 7, 1979 the City entered into that certain Urban Development Action Grant Agreement with the United States Department of Housing and Urban Development ("HUD"), UDAG Grant No. B-79-AA-48-0013 (the "UDAG Grant Agreement"), for use in acquiring land and constructing a parking garage located under General Worth Park in downtown Fort Worth (City Secretary Contract No. 10610), as more specifically set forth in the UDAG Grant Agreement. The City has leased the parking garage pursuant to and in accordance with that certain Lease Agreement ("Parking Garage Lease") dated on or about May 22, 1980 by and between the City and Hunt Hotel/Fort Worth, Ltd. (City Secretary Contract No. 11085, as amended and assigned). Rental revenues from the Parking Garage Lease are deemed "Grant Revenues" under the UDAG Grant Agreement (the "UDAG Grant Fund Proceeds"). The UDAG Grant Agreement allows the City to use the UDAG Grant Fund Proceeds (now described by HUD as "miscellaneous revenue") for community or economic development activities eligible for assistance under Title I of the Housing and Community Development Act of 1974, 42 USC 5301 et seq., as amended (the "Act"). B. Developer is an owner and has a fee simple interest in the properties located at 3000, 3012, 3014 and 3016 East Rosedale Street (the "Property"), as more specifically depicted in the attached Exhibit "A" — Man and Property Description, made a part of this Agreement for all purposes. Developer proposes to renovate three storefront retail spaces located at 3012, 3014 and 3016 East Rosedale Street. The Developer also proposes to construct two parking lots to be located 3000 and 3016 East Rosedale Street on the Property as shown on the Map (the "Project"). A summary of the Project is set forth in the attached Exhibit `B" — Prosect Summary, made a part of this Agreement for all purposes. C. Developer has requested a forgivable loan from the City in the amount of $572,299.00 for a portion of the costs of the Project. City is willing to make such loan to Developer pursuant to and in accordance with this Agreement. D. One of the strategic goals of the City's 2017 Comprehensive Plan, adopted by the City Council on March 7, 2017 (Ordinance No. 22629-03-2017), is that the City focus on revitalization of the Central City. The Comprehensive Plan specifies that one of the principal UDAG Loan Agreement OFFICI�,,g�CORD Texas Wesleyan University B# ( 1 � F` -WOF�'�'N, TX means of revitalization of the Central City will be the redevelopment of distressed commercial corridors, especially in the vicinity of urban villages, which are highly urbanized places that have a concentration of jobs, housing units, commercial uses, public spaces, public transportation and pedestrian activity, and are typically located along priority commercial corridors. The Land is located in the vicinity of the Polytechnic/Wesleyan Urban Village, which, in 2002, the City Council selected as one of twelve areas where revitalization efforts were most needed and where the use of public incentives could most sensibly be focused. E. The Project is located in a Community Development Block Grant ("CDBG") eligible census tract, which qualifies it for the use of UDAG miscellaneous revenue and will accomplish the public benefit of furthering a CDBG National Objective of promoting activities that benefit low-and-moderate income residents. F. Developer has represented to City, and on the basis of such representation City finds, that the Project will meet the requirements of the UDAG Regulations for use of UDAG miscellaneous revenue. NOW, THEREFORE, in consideration of the mutual covenants and obligations and responsibilities contained herein, including all Exhibits and Attachments, and subject to the terms and conditions hereinafter stated,the Parties understand and agree as follows: AGREEMENT 1. INCORPORATION OF RECITALS. City and Developer hereby agree that the Recitals set forth above are true and correct and form the basis upon which the Parties have entered into this Agreement. 2. DEFINITIONS. In addition to terms defined in the body of this Agreement,the following terms shall have the definitions ascribed to them as follows: Affiliate means (i) all entities under common control with, controlled by or controlling Developer; and (ii) all entities in which Developer and/or Developer's affiliated entities own an interest. For purposes of this definition, "control" means 50% or more of the ownership, determined by either value or vote. Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity Ordinance, Ordinance No. 20020-12-2011. CDBG has the meaning ascribed to it in Recital E. CDBG Regulations means those regulations set forth at 24 CFR Part 570 et seq. UDAG Loan Agreement Page 2 Texas Wesleyan University Rev. 10/1/2017 Central City means a geographic area within the City, defined by the City Council as shown in the map attached hereto as Exhibit"L"—Map of Central City. Central City Employment Goal has the meaning ascribed to it in Section 4.2.2. Central City Resident means an individual whose principal place of residence is located within the Central City. Certificate of Completion has the meaning ascribed to it in Section 5.4.3 Completion Date means that the project is substantially complete as evidenced by receiving Green Tag approval from City of Fort Worth officials by September 30, 2018 with (i) the report attached as Exhibit "F" — Proiect Completion Report, made a part of this Agreement for all purposes, and(ii)the Green Tag issued by the City by September 30,2018. Completion Deadline means a date no later than September 30,2018. Deed of Trust means the deed of trust from Developer in favor of City covering the Property and securing the indebtedness evidenced therein and Developer's performance of the requirements of this Contract and of the UDAG Regulations. The form of the Deed of Trust is attached as Exhibit "D"—Loan Documents, made a part of this Agreement for all purposes. Director means the Director of the City's Neighborhood Services Department. Effective Date means the date this Agreement is fully executed by the Parties as shown by the date written under their respective signatures. Force Maieure means an event beyond a Party's control, including, without limitation, acts of God, fires, strikes, national disasters, wars, terrorism, riots, material or labor restrictions, and, with respect to Developer, unreasonable delays by the City in issuing any permits with respect to the Project or inspection of any of part of the Project (taking into account the City's then-current workload with respect to the issuance of permits or the conducting of inspections), but shall not include construction delays caused due to purely financial matters involving any entity, including, but not limited to, Developer, such as, without limitation, delays in the obtaining of adequate financing. Full-time Equivalent Job ("FTE") means a job filled by 1 or more individuals for a period of not less than 40 hours per week. Funds means the UDAG miscellaneous revenue provided by City to Developer under the terms of this Agreement. HUD means the United States Department of Housing and Urban Development. Maturity Date means the date this Agreement is terminated pursuant to Section 9 hereof. UDAG Loan Agreement Page 3 Texas Wesleyan University Rev. 10/1/2017 Overall Employment Goal has the meaning ascribed to it in Section 4.2.1. Performance Period means 5 years from the date of the Promissory Note. Promissory Note means any note in the amount of the Funds executed by Developer, payable to the order of City, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. The form of the Promissory Note is attached as Exhibit "D"—Loan Documents, made a part of this Agreement for all purposes. Property has the meaning ascribed to it in Recital B and as more particularly described in Exhibit"A"—Map and Property Description. Project has the meaning ascribed to it in Recital B and as more particularly described in Exhibit`B"—Project Summary. Reimbursement Request has the meaning ascribed to it in Section 5.4. UDAG means Urban Development Action Grant, the grant program of the same name administered by HUD. UDAG Grant Agreement has the meaning ascribed to it in Recital A. UDAG Grant Fund Proceeds or miscellaneous revenue has the meaning ascribed to it in Recital A. UDAG Regulations means the Act and all other laws, rules, regulations, and contractual obligations pertaining to UDAG and the use of the UDAG Grant Fund Proceeds or miscellaneous revenue. 3. TERM. 3.1. Term of Agreement. The term of this Agreement commences on the Effective Date and terminates in 5 years unless earlier terminated as provided in this Agreement. This Agreement may be extended for up to 6 months upon written request from the Developer and written agreement of both Parties. 4. DEVELOPER'S OBLIGATIONS. 4.1. Completion of Improvements. Developer shall invest at least $498,108.00 in Development Costs for the Improvements as of the Completion Date, which amount is subject to written verification by the Director based on Complete Documentation submitted to the Director by Developer in accordance with this Agreement as follows: UDAG Loan Agreement Page 4 Texas Wesleyan University Rev. 10/1/2017 4.1.1 Developer shall provide a minimum amount of $30,000 in additional investment to eliminate the financial gap of the project. 4.1.2 Developer or tenant shall provide additional investments in tenant improvements in the amount of$383,160.00 ($40.00 per square foot). 4.1.3 Developer shall also forego revenue from Lease Agreements with tenants by providing 12 months of free rent and occupancy to allow the businesses to establish and sustain a revenue base, as well as secure capital to fulfill their tenant improvement needs/obligations, valued at a minimum of $114,948.00, or Developer shall provide mutually agreed upon equivalent and alternate financing plans with the Tenant, as evidenced in Tenant's lease and as approved in writing by City. 4.2. Employment and Resident Goals. Developer or Tenant will use its best efforts to employ at least 10 FTE that will be provided and filled on the Property (the "Overall Employment Goal"), as follows: 4.2.1 Beginning in the first year of the loan term, Developer shall make reasonable efforts to ensure that Tenant or Developer, if Developer occupies property, employ 5 FTE for Central City Residents for a total of at least 10 FTE by the end of the second year. 4.2.2 Beginning in the second year and each year thereafter of the loan term, Developer shall make reasonable efforts to ensure that Tenants or Developer,if Developer occupies property, employ an additional 5 FTE for Central City Residents for a total of 10 FTE. 4.3. Reports. 4.3.1. Monthly Construction Spending Reports. From the Effective Date until the Completion Deadline, Developer will provide the City with a monthly report in a form reasonably acceptable to the City that specifically outlines the then-current aggregate Construction Costs expended by or on behalf of Developer for the Improvements. 4.3.2. Employment Reports. Developer shall provide the City with a report on or before the annual anniversary of the Completion Date that outlines the number of FTE provided and UDAG Loan Agreement Page 5 Texas Wesleyan University Rev. 10/1/2017 filled by Tenant or Developer at the facility on the Property during the previous calendar year that were held by individuals residing within the Central City, as evidenced by, without limitation, the zip codes of the residences of such individuals. The report shall be in the form attached as Exhibit "G" — Annual Evaluation Report, made a part of this Agreement for all purposes. If Developer fails to provide any such report, the City will notify Developer in writing, and Developer will provide such report within thirty (30) calendar days following receipt of the written notice. Unless this Agreement is terminated by the City pursuant to Section 9.1, this Section 4.3.2 shall survive termination or expiration of this Agreement. 4.3.3. Other Reports. Developer shall supply any additional information requested by the City that is pertinent to the City's evaluation of Developer's compliance with each of the terms and conditions of this Agreement or that is necessary to assist the City in demonstrating compliance with UDAG Regulations. 4.4. Inspection of Property and Required Improvements. Following reasonable advance notice to Developer, the City shall have, and Developer shall provide or cause to be provided, access to the Property and any improvements thereon, in order for the City to inspect the Property and evaluate the Required Improvements to ensure compliance with the terms and conditions of this Agreement. Developer shall cooperate fully with the City during any such inspection and/or evaluation. 4.5. Audits. The City shall have the right to audit Developer's Records at any time during the Term of this Agreement and for 5 years thereafter in order to ensure compliance with this Agreement. Developer shall make all Records available to the City on the Property or at another location in the City following reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. This Section 4.5 shall survive the termination or expiration of this Agreement. 5. LOAN. 5.1. Amount. The City will grant Developer $572,299.00 of UDAG miscellaneous revenue for the Project on the terms and conditions set forth herein. 5.2. Change in Proiect Budget. Developer agrees to utilize the Funds provided under this Agreement to UDAG Loan Agreement Page 6 Texas Wesleyan University Rev. 10/1/2017 supplement rather than supplant funds otherwise available for construction of the Project. 5.3. Loan Terms and Conditions. Developer will be required to: 5.3.1 Execute and deliver the Promissory Note and Deed of Trust along with any other Loan Documents required by City. 5.3.2 INTENTIONALLY DELETED 5.3.3 Pay all costs associated with closing the Loan. 5.3.4 INTENTIONALLY DELETED 5.3.5 City must approve in writing any secured financing for the project that is to be subordinate to the Loan. 5.3.6 The term of the Loan shall be as specified in Section 3.1. 5.3.7 Interest on the Loan is 0%. 5.3.8 INTENTIONALLY DELETED 5.3.9 The Deed of Trust shall secure both repayment of the UDAG Funds and performance by Developer of its obligations under this Contract during the Performance Period. 5.3.10 INTENTIONALLY DELETED 5.3.11 At City's sole discretion, default under the City Loan may be considered a default of the UDAG Loan. 5.3.12 Failure by Developer to comply with this Section 5.3 will be an event of default under this Contract and the Loan Documents. 5.3.13 As a condition precedent to receipt of any Funds, Developer must execute this Agreement and any other documents required by City. 5.4. Draws on Loan Funds. Funds will be disbursed to Developer on a reimbursement basis upon City's approval of Developer's written request and receipt by the City of the following documentation relating to work undertaken on the Project for which reimbursement is sought(each a "Reimbursement Request"). The Funds will be disbursed in accordance with Exhibit "C"—Reimbursement Schedule. UDAG Loan Agreement Page 7 Texas Wesleyan University Rev. 10/1/2017 5.4.1. Invoice Form. Developer shall submit an invoice form that states the amount of Funds requested for reimbursement in the submitted request, and the cumulative Reimbursement Requests made to date (inclusive of the current Reimbursement Request). This form shall be in substantially the same form as that set forth in the attached Exhibit "E" — Invoice Forms, made a part of this Agreement for all purposes. This report must be signed by an authorized signatory of Developer. By signing such form, Developer is certifying that the costs are valid, eligible, and consistent with the terms and conditions of this Agreement, and the data contained in the report is true and correct. 5.4.2. Proiect Completion Report. Developer will submit a Project Completion Report in substantially the same form as that set forth in the attached Exhibit "F" — Proiect Completion Report made a part of this Agreement for all purposes. 5.4.3. Supporting Documentation. Developer will also supply the City with any supporting documentation requested by City to verify the information set forth in the documentation submitted pursuant to Sections 5.4.1 and 5.4.2, including, but not limited to, (i) final lien waivers signed by Developer's general contractor or subcontractors, if applicable; (ii) copies of all City permits and City-issued "pass" inspections for such work; and (iii) documentation to show compliance with BDE or DBE bidding process for such work, if applicable. 5.4.4. Withholding of Funds. IF THE REQUIRED REPORTS AND APPROPRIATE SUPPORTING DOCUMENTATION ARE NOT RECEIVED WITHIN THE TERM OF THIS AGREEMENT, CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT OF ANY REIMBURSEMENT REQUEST. Failure to submit required reports shall be an event of default. 5.5. Identify Proiect Expenses Paid with Funds. Developer will keep accounts and records in such a manner that City may readily identify and account for Project expenses reimbursed with Funds. These records shall be made available to City for audit purposes and shall be retained as required hereunder. 5.6. Acknowledgement of City Payment of Funds. Within 60 calendar days of the Completion Date, an officer of Developer shall UDAG Loan Agreement Page 8 Texas Wesleyan University Rev. 10/1/2017 execute an acknowledgement that City has paid all Funds due under this Agreement, or shall deliver a document executed by an officer of Developer identifying all or any portion of the Funds that City has not paid to Developer. Once City has met all of its obligations for payment of the Funds, an officer of Developer shall execute an acknowledgment of same. 6. PROJECT. 6.1. Completion of Project. 6.1.1. Improvements. Developer must complete the Project by the Completion Deadline. Construction of the Project must pass all applicable City-required inspections during the construction period, and receive a final Green Tag from City by the Completion Deadline. 6.2 Intentionally Deleted. 6.3 Subcontracting with Small and Minority Firms, Women Business Enterprises Commitment. For procurement contracts $50,000.00 or larger, Developer agrees to use its best efforts to comply with the City's policy to involve Minority Business Enterprises and Small Business Enterprises and to provide them equal opportunity to compete for contracts for construction, provision of professional services, purchase of equipment and supplies and provision of other services required by City. Developer agrees to incorporate the City's BDE Ordinance, and all amendments or successor policies or ordinances thereto, into all contracts and subcontracts for procurement $50,000.00 or larger, and will further require all persons or entities with which it so contracts to agree to use best efforts to comply with said ordinance. It is national policy to award a fair share of contracts to disadvantaged business enterprises ("DBEs"), small business enterprises ("SBEs"), minority business enterprises ("MBEs"), and women's business enterprises ("WBEs"). Accordingly, affirmative steps must be taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized when possible as sources of supplies, equipment, construction and services. 6.4. Issuance of Green Tag Certificate of Completion Date of Proiect. Within 60 calendar days of the issuance of a Green Tag by the City, and following receipt by the City of the final construction spending report for the Project, and assessment by the City of the information contained therein, if the City is able to verify that Developer expended at least $572,299.00 in construction costs expended on the Project, it shall certify that the Completion Date has been fulfilled (the "Completion Date"). UDAG Loan Agreement Page 9 Texas Wesleyan University Rev. 10/1/2017 Within 60 calendar days following the first year of occupancy by the tenants, Developer must provide evidence of foregone revenue from Lease Agreements with tenants by providing 12 months of free rent and occupancy to allow the businesses to establish and sustain a revenue base, as well as secure capital to fulfill their tenant improvement needs/obligations, that is valued at a minimum of $114,948.00, or Developer shall provide mutually agreed upon equivalent and alternate financing plans with the Tenant, as evidenced in Tenant's lease. 6.5. Inspections. At any time during normal office hours throughout the term of this Agreement, and following reasonable notice to Developer, Developer shall provide City access to the Property and any improvements thereon, including the Project, in order for City to inspect the Project to ensure compliance with the terms and conditions of this Agreement. Developer shall cooperate fully with City during any such inspection and/or evaluation. Notwithstanding the foregoing, Developer shall have the right to require that any City representative be escorted by Owner's security personnel while on the Property. 6.6. Approval by City Not Release of Responsibility. Approval by the City of any plans and specifications relating to the Project shall not constitute or be deemed (i) to be a release of the responsibility or liability of Developer or any of its contractors, their respective officers, agents, employees and subcontractors, for the accuracy or the competency of the plans and specifications, including, but not limited to, any related investigations, surveys, designs, working drawings and specifications or other documents; or (ii) an assumption of any responsibility or liability by City for any negligent act, error or omission in the conduct or preparation of any investigation, surveys, designs, working drawings and specifications or other documents by Developer or any of its contractors, and their respective officers, agents, employees and subcontractors. 6.7. Other Laws. The failure to list any federal, state or City ordinance, law or regulation that is applicable to Developer does not excuse or relieve Developer from the requirements or responsibilities in regard to following the law, nor from the consequences or penalties for Developer's failure to follow the law, if applicable. 7. AUTHORITY TO EXECUTE AGREEMENT. Developer represents that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Agreement and to perform the responsibilities herein required. 8. AUDITS BY CITY. UDAG Loan Agreement Page 10 Texas Wesleyan University Rev. 10/1/2017 City reserves the right to perform an audit of Developer's Project operations and finances at any time during the term of this Agreement and for 5 years thereafter, if City determines that such audit is necessary for City's compliance with the CDBG Regulations, UDAG Regulations, or other City policies, and Developer agrees to allow access to all pertinent materials as described herein. If such audit reveals a questioned practice or expenditure, such questions must be resolved within 15 business days after notice to Developer of such questioned practice or expenditure. If questions are not resolved within this period, City reserves the right to withhold further funding under this and/or other contract(s) with Developer. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT DEVELOPER HAS FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED THE FUNDS OR SPENT FUNDS ON ANY INELIGIBLE ACTIVITIES, DEVELOPER AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED AGAINST CITY BY HUD BECAUSE OF SUCH ACTIONS. 9. DEFAULT AND TERMINATION. 9.1. Failure to Complete the Proiect If Developer does not complete the project by the Completion Date, City will have the right to terminate this Agreement immediately upon provision of written notice to Developer. In this event, Developer shall forfeit all rights to the Loan. 9.2. In General. Unless specifically provided otherwise in this Agreement, Developer shall be in default hereunder if Developer breaches any term or condition of this Agreement or any term or condition of any agreement it has for the use of the City Loan. In the event that such a breach remains uncured after 30 calendar days following written notice by City(or such other notice period as may be specified herein) or, if Developer has diligently and continuously attempted to cure following receipt of such written notice but reasonably required more than 30 calendar days to cure, and such breach remains uncured for such period as may be determined by both Parties mutually and in good faith, City shall have the right to terminate this Agreement immediately upon provision of written notice to Developer. In this event, Developer shall forfeit all rights to the Funds. 9.3. No Funds Disbursed while in Breach. Developer understands and agrees that no Funds will be disbursed by the City at any time that Developer is in default under this Agreement or any agreement it has for the use of the City Loan, even if Developer has additional time to cure or is attempting to cure such default. 9.4. By Developer for Convenience. UDAG Loan Agreement Page 11 Texas Wesleyan University Rev. 10/1/2017 Developer may terminate this Agreement for any reason by providing at least 30 calendar days' written notice to the City. 9.5. Dissolution of Developer. In the event Developer is dissolved or ceases to exist, this Agreement shall immediately terminate effective as of the date of Developer's dissolution or cessation of existence. 10. REPAYMENT OF FUNDS. In the event that this Agreement is terminated for any reason pursuant to Section 9 above, Developer must repay any Funds received hereunder within 60 days of the effective date of termination. If Developer fails to repay any such Funds, the City shall have the right to exercise all legal remedies available to it under this Agreement. 11. ASSIGNMENT. This Agreement shall inure to the benefit of and is binding on the Parties and their respective legal representatives, successors and assigns. Developer shall not assign all or any part of its rights,privileges, or duties under this Agreement without City's prior written consent; provided however, Developer may assign its rights hereunder to any Affiliate who assumes in writing all of Developer's obligations hereunder but only after delivering at least 30 days written notice of such assignment to City. Any such assignment will not release Developer from its obligations under this Agreement. Any attempted assignment of this Agreement to other than an Affiliate without City's written consent shall be void, and shall constitute a breach of this Agreement. 12. INDEMNIFICATION AND RELEASE. DEVELOPER,AT NO COST TO THE CITY,AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJL)*Y, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i)DEVELOPER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THISAGREEMENT OR (ii)ANYNEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF DEVELOPER, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR INVITEES, RELATED TO THE PROJECT, THE PROPERTY, AND ANY OPERATIONS AND ACTIVITIES THEREON, OR THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT OTHERWISE. THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT. UDAG Loan Agreement Page 12 Texas Wesleyan University Rev. 10/1/2017 DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS AND SUB- CONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME FORMAS ABOVE. 13. INSURANCE AND BONDING. Developer will maintain coverage in the form of insurance or bond in the amount of $500,000.00 to insure against loss from the fraud, theft or dishonesty of any of Developer's officers, agents, trustees, directors or employees. The proceeds of such insurance or bond shall be used to reimburse City for any and all loss of Funds occasioned by such misconduct. To effectuate such reimbursement, such fidelity coverage shall include a rider stating that reimbursement for any loss or losses shall name the City as a Loss Payee. Developer shall furnish to City, in a timely manner, and prior to the start of construction, certificates of insurance as proof that it has secured and paid for policies of commercial insurance as specified herein. If City has not received such certificates as set forth herein, Developer shall be in default of the Contract and City may at its option, terminate the Agreement. Such insurance shall cover all insurable risks incident to or in connection with the execution, performance, attempted performance or nonperformance of this Agreement. Developer shall maintain, or require its general contractor to maintain, the following coverages and limits thereof set forth in Exhibit "I" — Insurance Requirements at the limits specified therein. Developer shall maintain its insurance with underwriters authorized to do business in the State of Texas and which are satisfactory to the City. 14. LITIGATION AND CLAIMS. Developer shall give the City immediate notice in writing of any action, including any proceeding before an administrative body, filed against Developer in conjunction with this Agreement or the Project. Developer shall furnish immediately to City copies of all pertinent papers received by Developer with respect to such action or claim. Developer shall provide a notice to City within 10 days upon filing under any bankruptcy or financial insolvency provision of law. 15. NOTICE. All notices required or permitted by this Agreement must be in writing and are deemed delivered on the earlier date of the date actually received or the third day following deposit in a United States Postal Service post office or receptacle; with proper postage, certified mail return receipt requested; and addressed to the other Party at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. City: City of Fort Worth UDAG Loan Agreement Page 13 Texas Wesleyan University Rev. 10/1/2017 Attention: Director Neighborhood Services Department 200 Texas St. Fort Worth, TX 76102 Telephone: 817-392-7540 With a copy to: City of Fort Worth Attention: Vicki Ganske City Attorney's Office 200 Texas St. Fort Worth, TX 76102 Telephone: 817-392-7600 City of Fort Worth Attention: Project Coordinator Neighborhood Services Department 200 Texas St. Fort Worth, TX 76102 Telephone: 817-392-7540 DEVELOPER: Texas Wesleyan University Attention: Frederick G. Slabach, President 1201 Wesleyan Street Fort Worth, TX 76105 Telephone: 817-531-4401 16. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, the City does not waive or surrender any of it governmental powers or immunities. 17. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 18. NO WAIVER. The failure of either Party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. UDAG Loan Agreement Page 14 Texas Wesleyan University Rev. 10/1/2017 19. VENUE AND JURISDICTION. Venue for any action, whether real or asserted, at law or in equity, arising out of the execution, performance, attempted performance or non-performance of this Agreement shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 20. NO THIRD PARTY RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of City and Developer, and any lawful assign or successor of Developer, and are not intended to create any rights, contractual or otherwise,to any other person or entity. 21. FORCE MAJEURE. Subject to any CDBG Regulations, UDAG Regulations, and any other applicable rules and regulations of HUD, it is expressly understood and agreed by the Parties that if the performance of any obligation hereunder is delayed on account of an event of Force Majeure,the Party so obligated will be excused from doing the same for an amount of time equal to the duration of the event of Force Majeure. 22. INTERPRETATION. In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any Party,regardless of the actual drafter of this Agreement. 23. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 24. ENTIRETY OF AGREEMENT. This Agreement, including the Exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Developer as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be amended unless executed in writing by both. UDAG Loan Agreement Page 15 Texas Wesleyan University Rev. 10/1/2017 25. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be considered an original,but all of which shall constitute one instrument which may be sufficiently evidenced by one counterpart. 26. IMMIGRATION NATIONALITY ACT. City actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Developer shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Developer shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request,provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Developer shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Developer shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Developer shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Developer. [SIGNATURES IMMEDIATELY FOLLOW ON NEXT TWO PAGES] UDAG Loan Agreement Page 16 Texas Wesleyan University Rev. 10/1/2017 EXECUTED to be effective as of the Effective Date: CITY OF FORT WORTH: By: e Fernan o Costa,Assistant City Manager Date: /2z8z7 APPROVED AS TO FORM AND- LEGALITY: By: Paige Me ane, Assistant City AComey , ATTEN"iK� Y•—Cit Secret M&C: C-28270 ate: 6/13/20 Form 1295: 2017-219428 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all Derformance and reporting requirements. t Director TEXAS WESLEYAN UNIVERSITY, a domestic nonprofit corporation Frederick G. Slabach. Preside` Date: / / OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX UDAG Loan Agreement Page 17 Texas Wesleyan University Rev. 10/1/2017 EXHIBITS Exhibit"A"—Map and Property Description Exhibit"B"—Project Summary Exhibit"C"—Reimbursement Schedule Exhibit "D"—Loan Documents Exhibit"E"—Invoice Forms Exhibit"F"—Project Completion Report Exhibit "G"—Annual Evaluation Report N/A Exhibit"I"—Insurance Requirements Exhibit"L"—Map of Central City UDAG Loan Agreement Page 18 Texas Wesleyan University Rev. 10/1/2017 EXHIBIT "A" MAP AND PROPERTY DESCRIPTION Texas Wesleyan Properties 3000, 3012, 3014 and 3016 E. Rosedale St. :c Legend r or " r CENTRAL C 1Y CITY LIMIT'S v ILLfn ,, - s 11 93 L x a AVE E E s l� r•°t . t` E1 '.+ Aw z m v .. • "`�� —SPUR 303 .. - liHEUALE ® Wk 3000 E.R..edale St 301413016 E Ra Ll (n . 1. W Of 3012 E.Rosedale St t `r 'AV E G aAyrr , , p 1 • ,�• `AVE H •• P , r . Texas Wesleyan Properties at UDAG Loan Agreement Page 19 Texas Wesleyan University Rev. 1411/2017 EXHIBIT "B" TEXAS WESLEYAN UNIVERSITY PROJECT SUMMARY Capitalized terms not defined herein shall have meanings assigned to them in the Agreement. DESCRIPTION: Developer proposes to develop the 3000 block of East Rosedale Street. Texas Wesleyan University proposes to renovate three storefront retail spaces located at 3012, 3014 and 3016 East Rosedale Street. Renovations will approve the storefronts to "white box" condition. Texas Wesleyan University also proposes to construct two parking lots to be located at 3000 East Rosedale Avenue and 3016 East Rosedale Street respectively. PERFORMANCE REQUIREMENTS: Invest a minimum of$528,108.00 in the project, and a Green Tag issued by September 30, 2018. Make reasonable efforts to create 10 new jobs for Central City residents by the end of the second year loan terms,with the following benchmarks: • For the first year of the loan term, make reasonable efforts to create 5 new FTE for Central City residents; • For the second year of the loan term and each year thereafter, make reasonable efforts to create an additional 5 new jobs for Central City residents, for a minimum total of 10 FTE. SPECIFIC PURPOSE: The specific purpose of the Project is to revitalize and increase retail services in the Polytechnic/Wesleyan Village, such as eateries and other neighborhood-serving retail for area residents, etc. PROJECT OBJECTIVES: The Project will benefit low-and-moderate income persons and accomplish the public purpose of furthering the United States Department of Housing and Urban Development's national objective of promoting activities that benefit low and moderate-income persons in Southeast Fort Worth. UDAG Loan Agreement Page 20 Texas Wesleyan University Rev. 10/1/2017 EXHIBIT "C" TEXAS WESLEYAN UNIVERSITY REIMBURSEMENT SCHEDULE Milestone Payment Amount Within 60 days of the close of this loan. $*286,149.50 Within 60 days of City's issuance of a Green Tag and $*286,149.50 acceptance of Exhibit"F"—Project Completion Report. TOTAL LOAN AMOUNT $'572,299.00 *Site preparation expenses authorized or expended by the Developer before the Effective Date are eligible for reimbursement by the City, at the City's sole discretion and will be attributed to the performance of this Loan Agreement. No other expenses shall pre-date the Effective Date of this Contract. UDAG Loan Agreement Page 21 Texas Wesleyan University Rev. 10/1/2017 EXHIBIT "D" TEXAS WESLEYAN UNIVESITY LOAN DOCUMENTS NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER DEED OF TRUST Terms Date: December 19, 2017 Grantor: Texas Wesleyan University, a Texas non-profit corporation Grantor's Mailing Address: Attention: Frederick G. Slabach, President 1201 Wesleyan Street Fort Worth,TX 76105 Trustee: Vicki S. Ganske or Leann D. Guzman Trustee's Mailing Address: c/o City Attorney's Office City of Fort Worth 200 Texas Street Fort Worth, TX 76102 Lender: City of Fort Worth, Texas, a Texas municipality Lender's Mailing Address: c/o Neighborhood Services Department 200 Texas Street. Fort Worth, TX 76102 Loan Authority: The loan evidenced by the Note (the "Loan") and secured by this Deed of Trust is being made pursuant to grant proceeds connected to that certain Urban Development Action Grant ("UDAG") Agreement between the City of Fort Worth and the United States Department of Housing and Urban Development ("HUD"), UDAG Grant No. B-79-AA- 48-0013 (City Secretary Contract No. 10610), for authorized community or economic development activities eligible for assistance under Title I of the Housing and UDAG Loan Agreement Page 22 Texas Wesleyan University Rev. 10/1/2017 Community Development Act of 1974, 42 USC 5301 et seq., as amended (the "UDAG Program"). Obligation Note Original principal amount: $572,299.00 Borrower: Texas Wesleyan University, a Texas non-profit corporation Lender: City of Fort Worth, Texas, a Texas municipality Maturity Date: as described that certain UDAG Loan Agreement between Lender and Borrower, City Secretary Contract No. ' a public document on file in the Office of the City Secretary, City of Fort Worth, 200 Texas Street, Fort Worth, TX 76102 (the "Loan Agreement") In addition, Obligation shall include compliance by Grantor with all requirements set forth in the Loan Agreement and Section E. Property (including any improvements): Being certain lots in the POLYTECHNIC HEIGHTS ADDITION, an addition to the City of Fort Worth, Tarrant County, Texas, more commonly known as 3000, 3012, 3014, and 3016 East Rosedale Street, as more particularly described in the attached Exhibit"A". Prior Lien: The lien created by this Deed of Trust is and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of: the deed of trust securing that certain Promissory Note dated September 10, 2014 made by Grantor and payable to Texas Methodist Foundation, a Texas non-profit corporation ("Texas Methodist") evidencing the indebtedness from the loan by Texas Methodist to Grantor in the original principal amount of$1,480,000.00. Subject to waiver, notice, grace and cure period, if any, if default occurs in payment of any part of principal or interest of the obligations secured by the deed of trust described above or in observance of any covenants of the deed of trust or other loan documents securing such obligations, the entire debt secured by this Deed of Trust will immediately become payable at the option of Lender. UDAG Loan Agreement Page 23 Texas Wesleyan University Rev. 10/1/2017 Other Exceptions to Conveyance and Warranty: Easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded and validly existing recorded instruments other than conveyances of the surface fee estate that affect the Property; liens described in this Deed of Trust; and, taxes for the current year. For value received and to secure payment of the Obligation, 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 Obligation, including payment of the Loan and all other amounts secured by this Deed of Trust and performance of the requirements of the UDAG 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 repair and condition; 2. Pay all taxes and assessments on the Property before delinquency and provide proof of payment of same upon request by 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; 4. 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 expiration of the Required Insurance Coverages; 5. Obey all laws, ordinances, and restrictive covenants applicable to the Property; 6. Keep any buildings occupied as required by the Required Insurance Coverages; 7. If the lien of this Deed of Trust is not a first lien, pay or cause to be paid all prior lien notes and abide by or cause to be abided by all prior lien instruments; and, 8. Notify Lender of any change of address. UDAG Loan Agreement Page 24 Texas Wesleyan University Rev. 10/1/2017 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 Obligation 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. Lender may apply any proceeds received under the property insurance policies either to reduce the Obligation or to repair or replace damaged or destroyed improvements covered by the policy. If Lender reasonably determines that repairs to the improvements are economically feasible, Lender will make the insurance proceeds available to Grantor for repairs. 4. 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 Obligation 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 Obligation, to be applied to late charges, principal, or interest in the order Lender in its discretion determines. 5. If Grantor fails to perform any of Grantor's obligations, subject to prior notice and cure period, Lender may perform those obligations and be reimbursed by Grantor on demand for any amounts so paid, including 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. 6. If there is a default on the Obligation or if Grantor fails to perform any of Grantor's obligations and the default continues after any required notice of the default and the time allowed to cure, Lender may: a. Declare the unpaid principal balance and earned interest on the Obligation immediately due; b. 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 C. purchase the Property at any foreclosure sale by offering the highest bid and then have the bid credited on the Obligation. 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 Grantor written notice of such default. Grantor 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. UDAG Loan Agreement Page 25 Texas Wesleyan University Rev. 10/1/2017 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 Grantor written notice of such default. If the default is reasonably capable of being cured within 30 days, Grantor and each of the general and limited partners on behalf of Grantor 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 Grantor(a)initiates corrective action within said period,and(b)diligently,continually,and in good faith works to effect a cure as soon as possible,then Grantor 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. 7. Lender may remedy any default without waiving it and may waive any default without waiving any prior or subsequent default. 8. If the Property is acquired by Lender by foreclosure, Grantor's right to any insurance policies and proceeds resulting from damage to the Property prior the acquisition shall pass to Lender to the extent of the sums secured by this Deed of Trust immediately prior to the acquisition. 9. Lender or its agents may make reasonable entries upon and inspections of the Property. Lender shall give Borrower notice at the time of or prior to an inspection giving reasonable cause for the inspection. C. Trustee's Rights and Duties If directed by Lender to foreclose this lien, Trustee will: I. 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, a. Expenses of foreclosure, including a reasonable commission to Trustee; b. To Lender, the full amount of principal, interest, attorney's fees, and other charges due and unpaid; C. Any amounts required by law to be paid before payment to Grantor; and d. To Grantor, any balance; and UDAG Loan Agreement Page 26 Texas Wesleyan University Rev. 10/1/2017 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 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. 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 Obligation is extended or part of the Property is released. 5. If any portion of the Obligation 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 attorney's fees and court and other costs, Lender will either release any remaining amounts to Grantor or apply such amounts to reduce the Obligation. 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 threatened proceedings for condemnation of all or part of the Property. 7. Grantor assigns to Lender absolutely, not only as collateral, all present and future rent and other income and receipts from the Property. Grantor warrants the validity and enforceability of the assignment. 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 Grantor will apply all rent and other income and receipts to payment of the Obligation and performance of this Deed of Trust, but if the rent and other income and receipts exceed the amount due with respect to the Obligation and the Deed of Trust, Grantor may retain the excess. If Grantor defaults in payment of the Obligation 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 first to expenses incurred in exercising Lender's rights and remedies and UDAG Loan Agreement Page 27 Texas Wesleyan University Rev. 10/1/2017 then to Grantor's obligations with respect to the Obligation and this Deed of Trust in the order determined by Lender. 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. If Grantor becomes a voluntary or involuntary debtor in bankruptcy, Lender's filing a proof of claim in bankruptcy will be deemed equivalent to the appointment of a receiver under Texas law. 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 such excess 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 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 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 at reasonable times and inspect it and any personal property in which Lender is granted a security interest by this Deed of Trust. UDAG Loan Agreement Page 28 Texas Wesleyan University Rev. 10/1/2017 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 Obligation, an increase in the rate of interest payable with respect to the Obligation, a transfer fee, or any other modification of the Note, this Deed of Trust , or any other instruments evidencing or securing the Obligation. 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 reasonable terms Lender may require, such as a principal pay down on the Obligation, an increase in the rate of interest payable with respect to the Obligation, an approval fee, or any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligation. 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 for documents 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 Obligation 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 UDAG Loan Agreement Page 29 Texas Wesleyan University Rev. 10/1/2017 e. in the event of the bankruptcy of Grantor, all amounts due on or with respect to the Obligation 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) 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 venture; 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) 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 Obligation, an increase in the rate of interest payable with respect to the Obligation, a transfer fee, or any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligation. Notwithstanding anything to the contrary herein, neither the withdrawal, removal, replacement, and/or addition of a general partner of the Grantor pursuant to the terms of its partnership agreement, nor the withdrawal,replacement, and/or addition of any of Grantor's limited partners or its limited partner's general partners or members, shall constitute a default under any of the Loan documents, and any such actions shall not accelerate the maturity of the Loan, provided that any required substitute Grantor's general partner is reasonably acceptable to Lender and is selected with reasonable promptness. Any substitute general partner that is an affiliate of Grantor's limited partner is hereby deemed acceptable to Lender. 17. Grantor agrees not to grant any lien or security interest in the Property or to permit any junior encumbrance to be recorded or any 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. UDAG Loan Agreement Page 30 Texas Wesleyan University Rev. 10/1/2017 20. Grantor and each surety, endorser, and guarantor of the Obligation 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. 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. Grantor represents that this Deed of Trust and the Note are given for the following purposes: To secure the Loan as more particularly described in the Loan Agreement. 24. Grantor agrees to furnish on Lender's request evidence satisfactory to Lender that all taxes and assessments on the Property have been paid when due. 25. If the Property is transferred by foreclosure, the transferee will acquire title to all insurance policies on the Property including all paid but unearned premiums. 26. The term Lender includes any mortgage servicer for Lender. 27. The debt and the performance secured by this Deed of Trust is a nonrecourse obligation of Borrower. Neither Borrower nor any of its General and Limited Partners nor any other parry shall have any personal liability for repayment of the Loan described in the Agreement. The sole recourse of Lender under the Loan documents for repayment of the Loan or performance of any of the Obligation shall be the exercise of its right against the security for payment as defined in the Note. E. 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 Loan Agreement between Grantor and Lender and has been executed and delivered in accordance with its terms. The funds advanced by Lender are UDAG funds and the Loan Agreement requires that Grantor meet the requirements of tie UDAG regulations for use of the UDAG funds (the "UDAG Requirements"): 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 Project as defined in the Loan Agreement does not meet the UDAG Requirements. In the event of such default, Lender may invoke any remedies provided herein or in the Loan Agreement. This Deed of Trust has also been executed and delivered pursuant to the terms of the Loan Agreement. Grantor agrees to perform each and every obligation set forth in the UDAG Loan Agreement Page 31 Texas Wesleyan University Rev. 10/1/2017 Loan Agreement and will not permit a default to occur thereunder. Any default in the performance of Grantor's obligations under the terms of the Loan Agreement or the UDAG Program shall be deemed a default in the terms of the Note and Lender may invoke any remedies provided herein. THE LOAN AGREEMENT, 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. Texas Wesleyan University A Texas non-profit corporation By: Frederick G. Slabach, President STATE OF TEXAS } } COUNTY OF TARRANT } This instrument was acknowledged before me on by Frederick G. Slabach, President of Texas Wesleyan University, a Texas non-profit corporation, on behalf of said entity. NOTARY PUBLIC, STATE OF TEXAS AFTER RECORDING RETURN TO: Attn: Avis Chaisson Neighborhood Services Department City of Fort Worth 1000 Throckmorton St. Fort Worth,Tarrant County, TX 76102 UDAG Loan Agreement Page 32 Texas Wesleyan University Rev. 10/1/2017 PROMISSORY NOTE Date: December 19, 2017 Borrower: Texas Wesleyan University, a Texas non-profit corporation Borrower's Mailing Address: Attention: Frederick G. Slabach, President 1201 Wesleyan Street Fort Worth, TX 76105 Lender: City of Fort Worth, Texas,a Texas municipality Place for Payment: c/o Director,Neighborhood Services Department 200 Texas Street Fort Worth, Tarrant County, TX 76102 or at any other place that Lender may designate in writing Principal Amount: $572,299.00 Loan Authority: The loan evidenced by this Note (the "Loan") and secured by the Deed of Trust is being made pursuant to grant proceeds connected to that certain Urban Development Action Grant ("UDAG") Agreement between the City of Fort Worth and the United States Department of Housing and Urban Development ("HUD"), UDAG Grant No. B-79-AA- 48-0013 (City Secretary Contract No. 10610), for authorized community or economic development activities eligible for assistance under Title I of the Housing and Community Development Act of 1974, 42 USC 5301 et seq., as amended (the "UDAG Program"). Annual Interest Rate: Zero Percent(0%) Maturity Date: As described in that certain UDAG Loan Agreement between Borrower and Lender, as City Secretary Contract No. ' a public document on file in the Office of the City Secretary, City of Fort Worth,200 Texas Street, Fort Worth, TX 76102 (the"Loan Agreement") Annual Interest Rate on Matured, Unpaid Amounts: 12% 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 Loan Agreement, this Note,the Deed of Trust and any other instrument evidencing or securing the Loan(collectively,the"Loan Documents"). On performance of the obligations described in the Agreement including the UDAG Loan Agreement Page 33 Texas Wesleyan University Rev. 10/1/2017 requirements of the UDAG program, and the terms and conditions of the Loan Documents, the Loan will be forgiven. 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 certain lots in the POLYTECHNIC HEIGHTS ADDITION, an addition to the City of Fort Worth, Tarrant County, Texas, more commonly known as 3000, 3012, 3014, and 3016 East Rosedale Street, as more particularly described in the attached Exhibit"A" (the"Property") Other Security for Payment: None Prior Lien: The indebtedness evidenced by this Note is and shall be subordinate in right of payment to the prior payment in full of the indebtedness evidenced by that certain Promissory Note dated September 10, 2014 made by Borrower and payable to Texas Methodist Foundation, a Texas non-profit corporation ("Texas Methodist") from the loan by Texas Methodist to Grantor in the original principal amount of$1,480,000.00. The Deed of Trust securing this Note is and shall be subject and subordinate in all respects to the liens,terms, covenants and conditions of the deeds of trust securing the loan from Texas Methodist. Subject to the terms of above referenced Deed of Trust and any cure periods provided in the documents evidencing the indebtedness to Texas Methodist (collectively, the "Senior Indebtedness"), if there is a default in payment of any part of principal or interest of the Senior Indebtedness or a breach of any covenants contained in any instruments securing it, the debt evidenced by this Note will immediately become payable at the option of Lender. If Borrower fails to perform any of Borrower's obligations in the promissory notes evidencing the Senior Indebtedness or in any instruments securing same, and to the extent allowed by the Subordination Agreement, Lender may perform those obligations and be reimbursed by Borrower, on demand, at the Place for Payment for any amounts advanced, including attorney's fees, plus interest on those amounts from the date of payment at the Annual Interest Rate on Matured, Unpaid Amounts. The amount to be reimbursed will be secured by all instruments securing this Note. If the Principal Amount is not forgiven,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 Agreement or any other Loan Documents, 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. UDAG Loan Agreement Page 34 Texas Wesleyan University Rev. 10/1/2017 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(a) initiates corrective action within said period, and(b) 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. 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 Agreement. If any provision of this Note conflicts with any provision of the Agreement, the Deed of Trust or any other Loan Document, the provisions of the Agreement will govern to the extent of the conflict. This Note will be construed under the laws of the state of Texas without regard to choice-of-law rules of any jurisdiction. This Note is a nonrecourse obligation of Borrower. Neither Borrower nor any other party shall have any personal liability for repayment of the Loan described in Agreement. The sole UDAG Loan Agreement Page 35 Texas Wesleyan University Rev. 10/1/2017 recourse of Lender under the Loan Documents for repayment of the Loan shall be the exercise of its rights against the Security for Payment. Texas Wesleyan University, A Texas non-profit corporation By: Frederick G. Slabach,President UDAG Loan Agreement Page 36 Texas Wesleyan University Rev. 10/1/2017 EXHIBIT "E" TEXAS WESLEYAN UNIVERSITY INVOICE FORMS INVOICE Agency: Texas Wesleyan University Address: 1201 Wesleyan Street City, State, Zip: Fort Worth, TX 76105 Program: TWU Rosedale Commercial Project Period of Service: FEIN# Program Amount _ � - This Invoice J. Cumulative to Date Texas Wesleyan University Agency's Certification: By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of the Federal award. I am aware that any false, fictitious or fraudulent information, or the omission of any material fact, may subject me to criminal, civil, or administrative penalties for fraud, false statements, false claims, or otherwise. U.S. Code Title 18, Sec. 1001 and Title 31, Sec. 3729-3730 and 3801-3812. Signature and Date: Name: Frederick G. Slabach Title: President UDAG Loan Agreement Page 37 Texas Wesleyan University Rev. 10/1/2017 Attachment II City of Fort Worth Neighborhood Services Department Expenditure Worksheet Agency: Texas Wesley University Program: TWU Rosedale Commercial Project Check Line.No. No. e.., Date. � es�a .orn�.s�, t s� Gode A mount 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 TOTAL UDAG Loan Agreement Page 38 Texas Wesleyan University Rev. 10/1/2017 EXHIBIT "F" TEXAS WESLEYAN UNIVERSITY PROJECT COMPLETION REPORT UDAG Loan Agreement Page 39 Texas Wesleyan University Rev. 10/1/2017 PORT WQRTH.. City of Fort Worth �""� Project{arnpletbnRe�ort ubAG Agreement for e-Waslayart unMorsky Propedy Owner. Company/pro ect Name: Project Comae: TMe: Telephone: Fsro fellak Property OwnerAdilress RfDraarenW Address of Property Subject toMgmement Caristntclwn Start Data Constroctl°n Cornpietim Dow Dam afksuanaeoftheCerlinraUdoed4MMcyannalcar"pass tnApetthoit"►cysa/t:( � N >atarhscaphrdCabifiaN�►ntnorupancyoraty1w �wPor' Company nwraL afteaes,and the arnasnts pad doing the camnuctlori p mkA should be attadted to this report.tke rsf the bate!spreadsheet provided to you by the CKy of F©rtWath u recommended. CONSTRUCTION To4al Construdlort Vomits Spent tlib RepoRkng Po"od(ly:$ FORT VXWH CdNPAWS Unless sp&Mod othawise ki your aWeement,a Fon Worth Coirtpany Is daaraed as a business th tt has a 14MrcW OMce located w"UreaorponAe)Imkssoft6Ckythat prouldesUseproduci ce servke forwhichoedk)ssought for prrposes of a t wft aaminkst M set fafh In a given agwill"nt TO'W Constructlon Doran Spent wRh Fort Worth Companies(8):$ Psraar>fageofTawcamaucomDown spWAwefatWa thtwlpartirsIWI* yb MANBE A Fat Wath CerWied MI WIN Company Is dell M as a infirm"a vranammned busirim Utas p)no receked cert*atlon as either a minortty business enterprise(MBE),a woman business enterprise(WKI or a dksadvantaged business enterprise MBE)by the North Central Tetras Regional Certification Agency(NCTRCAL and(Iq has a Pdrndpal Office located within the corporate knits of the City of fort Wath that provides the pr odea or service for which a s&Is sought for purposes of a specific c*mmit me nt set north in a given agreemen t Please veiny that WWBF.vendors are located in Fort Wont by contacting dw MMM office at tilt 7)272-2674 or Toted Ca>sMWAtin Dan Spent witlt Fort Wbft Cettidled M1WBE Catowkm K):S PeraenfageofToWCcnrbudonDal wSparswithAutWath CedSW MAW Ccint:r"(CM % Copy of Certd)Cate of�Occttpancy ixwed by the Cky of fart North's Planting and DevMopment Deperantrt a efbra)City ®'pass kapecolan'repon ❑ ACapyafGNtlRotbriIromthe NWh altralTwmRrgionalCwllcadwAgra yforjm WNWB Vrdw. E U*WC list ofall Company Manes,Addresses,kwuice Nwnbers,and Amounts Paid During Conshudion.taeady note ❑the Fat Worlhand Fart tA"MM K Companies.aaeo Frnoat,tlrrddr far01 sprr+e4lrwrpasidadayllraryd FartMareA4 eaeenendad i UDAG Loan Agreement Page 40 Texas Wesleyan University Rev. 10/1/2017 FORT ' ORTM, City of Fort Worth •'10aectitxripletion IteWart UDAG Agreement for jr-.ns W*rJcyarr uniiwccr%ity� --- FICATION In connection with the re%ie'v of the e(ono arc grant agreempni for th4 respective await tgtrn,betweer%tike City of Fort Worth and (Ccmtpany Narrw) we confirm to the hest of our knowledge and belief,the following representations wde to the City of Fort Worth,- 13 We are w4wrtslible for the information provided in the Ptoject Completion Report 24 We have made available all information that we believe is reWim to the Project Completion Repot, 3.) We will respond fully to all intiulhes made by the City of For Worth during the audit process. ;.) We acknowledge that the City of For Worth is respormble for evaluating the criteria and determining that the criteria are Appropriate for meeting the terms of the agre emen L Name of Cerifytnel Officer: Phcm: TWO: Umak Skpause urCatifrWOMLer Dates In order to remain eligible for the i KentNei you must return ttte cootipleted report to: Hand delivery: By"VA: City of Fort Worth City of Fort Worth Neighborhood Services Department Neighborhood Services Department Attn:Ms.Alice Cruz Attn:Ms.Alice Cruz 9D8 Monroe 200 Texas Street Fort Worth,Texas 76102 Fort Worth,Tetras 76102 You rimy aiso ftxwerd art erleMunii-ct4vy of the turrtFrleted rei.xart to.Alice.Crttcpfartavurtluexas.yuv. You must also submit one original hard copy of the report and all attachments to the above stated physical address for proper filing and review. For assistance please contact Alice Cn.rz at the e-mall above or(817)392-7322. About the Project Completion Con*ianee R4viewr Proceis Initially, tow f ity of Fnrt Wruth'e Interim /kraut Doriarms•nt will ravinw tho prnivitiM lief of all Invn6-ac/Pay Applications for Total Construction costs.Fort Worth Construction costs. and Fort Worth MANDE Construction costs(if applicable to your agreement)_ City Staff will then select a sample of Invoices/Pay Applications to test. communkate to the Project Contact which Items have been selected tot the sample,and request additional documentation for the selected sample only. Examples of additional documentation will include copies of invoicesipayy applications, copies of cancelled dicers,aro copies of the general ledger documenting checks posting to the general ledger. If Staff Is.rtale to 5mteml<rtlly trace the Invoke/Pay Applications to cancelled checks and the gerreral ledger.and the information on the Invoices/Pay Apptications is correct and contains all required Information,Staff wilt utilize the information hone the sample to form a conclusion regarding compliance with the agreement Wmwover,if Start find,.mnra than they minimum alinwahle deviation-.(this nrrmhr+r varix%ha%pd upon the sample size).Staff will have to expand the sample size and review more Invoices/Pay Applications. Therefore,it is Imperative that Staff receives complete and accurate kyformation. Staff will work closely with the Certifying Officer and/or the appropriate representatives of the companies to try to resolve questions and dttterences In reported amounts. Start will also Keep tote contact persons dppnseb of any issues and/or note-scompttant categories as threy are determined. UDAG Loan Agreement Page 41 Texas Wesleyan University Rev. 10/1/201.7 EXHIBIT "G" TEXAS WESLEYAN UNIVERSITY ANNUAL EVALUATION REPORT FORT WORTH City of Fort Worth Annual Evaluation Report Reporing Period Texas Wesleyan University 1.PROJECT INFORMATION Property Owner: G—Panyorroject Name Project Contact Title: Telephone: Fax: Fnztpe rty Owner Addrim dif Diflerent i: Address of Property Subject t c Agreement IL VIAMSTMENT VAUJATH)N REAL PROP F- �Apprased Value'is the value as reported by the Apprais*District on which the proloed is located! 2015 Appraised Value of L zric' $ 201 S Appraised Value of improvements:S PERSONA L PROPERTY i-Appra ised Value"is the value as re pQn&J say me A ppraisaP Dist nct in which the project is located) 2015 Appraised Value of Machinery,Equiipmeortt and Other Business Personal Property-S 201 S Total Actual Dodars Spent on Machinery,Equiprnerd.and Other Business Pers cwal Property;S Percentage of Inventory Suk*c t to Cather Exemptions(i.e-.F reeporIJForeig ri Trade Zone,if applicable;,r % 111.JOB CREATIONIRETENTION Total Fuh-Time Employees as cl 14cember 31,2015: Tout Part-Time Employees as of December 31,201 S: Total RAI-Tirrie Employees that are Fan Worth Tata(Full-Time Employees that are Central City PhWdenm Average Salary Wring Reporting Period:S tome addresses of permanent hiii-ame eaWkwees;hired per the agreement should be attached to this report,Please verify that your employees live within Fort Worth by Listing the interactive map tod bund at hummoliplijbitwarthtems 9numl2ftwaa view er=econornicdeveLc2Ment.once you wilive at the site did on et plicoyment inmritives ReporL Also provide an excel dcocurnent 1%tth all your amploymcn t Informifcur on a CID or 1155 and submit with this report or send t!,-J jment by&•rviill to�riatalle nrowmLeformvorthlexas IV.SUPPLY AND SERVICE CONTRACTS Vend or nano.addresses,and the amounts paid during the reporti rg period should be attached to this report. Please verify that MPNRE vendors are located in rort Worth by contacting the WNYBE office at M 17)212-2674 or Total Supply and Service Dollars Spent this Reporting Period(A;:S AWARDS TO FORT WORT14 COMPANIES Total Supply and Service Doi lars Spent with Fort Worth Companies(8).S Percentage of Total Supply and Service Dollars Spent with FortWorth Companies JWA).- % AWARDS TO FORT WORT14 MINORITY/WOMEN OWNED BUSINESS ENTERPRISES(MMBE) Total Supply and Service Dollars Spent with Fort Worth M/WBE Companies(q:$ Percentage of Total Supply and Service Dollars Spent with Fort Worth MAAW Companies(C/ft % UDAG Loan Agreement Page 42 Texas Wesleyan University Rev, 10/1/2017 FORT WORTH, City of Fort Worth Annual Evaluation Report ficporring r e-i0d. Te tax We>Ieynn UniYTrwtr V.AL01IUNAL INFUItMATIUN 11U BE ATTACHED) I tit of Real Properi y Apptai sa I Dion rt Acr cunt Nu rnbei s 404-0«1u N,4p,-ch F..i napmr c..".06V r;List of Business Personal Pi operty Apps ls,rl District Account Numbers iAw(*m Vrctexn+M,Perna it mty eA+."*,w f7,Copyof Sales Tax Reports vcpwerm to ohsalnrnconrrwwwt Q Emptvyee Address Ve V16 e 06M Oepd,dt with Suppo ark q Clow timentatksn.t.nire,,w List of at I Supply and Service Vanda Nano s.Addm%i ts.Invoice Numbers,and A mow nits Pa id Dur"hepar 1 Mg PunM C Clearly fho*the Fort WonhalI Fon Worth MiA?IE Vcn4on.51-a+u 'EvalijAitn 9*"Yr Ift gioo I'rrd:i:'trekw for mete Malls two r9", Copy of Certification from the North Central TtasasRegional CenIficatIon Aysroc yfor e MtVVBE vendor YI.CERTIFICATION In crxvsettion with the review of the tax ahaternenVeconomic development grant agreement forthe respective audit term, between the City of Fort Worth and (Coirpo t y Mame) _ Wecorrfirrm,to the best of our knowledge and beW,the following representatiass made to the City of Fort W04K IJ We are resporldblefortheinformation provided inOwAnnual EvaluationReport. 2.i We have made avail"ail Alto r matlon that we bek"is relevant to the Anntaal Evaluation Report, 3.) We YAI Inform the City Irony cweots occur subwWent to fttxuaty est.2410 that would mquar adprstmern to,or modification to,the Annual Cya.k.ation Arpad. AJ We roil respondhillytoAfIingerinesrradtetsprtheCityestFerriWCA%dutinthereulewprrxess. 5.) We acknotivk w that the City o(Fort Worth is responsible for evalw tiro the criteria arrd determining that the criteria are appfopri ltefoa meettnq like terms of the agreement. NarrwofCnetifyiM{Hirer P VIM- Signature of ComplyingOflicor Datc: in order to remain e4hite for the incentive,you must return taw completed report by February 1st,20)6 to: City oil Fort Worth Ecanaenk 0c- lorrmrne t7s-F►+rlrnr nt Busiatess Nvelopmerd Ola isio n Ann:Ms.Natake Moore-Business Development Coordinator 11 so south rr va on r Fort Wath,Teras 16104 please forward an electronic copy of the completed mpat to:natalie.mraor i fortwd>ihavd> rex npsv.You must also submit one drigr+ah hard copy of the r"01 and All AttilchnWrits to the above stated physical address for proper filling And tevlewv For msiManca cA Natafa Moore at(907)212.2580. hb4,4 OwAmmal vekNrthnM'wtAeerrrrPnwn kawtly,Coy SrAM Will rwiew tfrw F ovidud not of all Invokes for Total Supply and Soevico MAtrt Spent,Fort anih Supply And SwWra Doftart and Fnri Worth MAWAF Supply aM Srarkr FJ aim td ap>fabIr to your myernwill.City Staff will then wlent a%am1le^at Invoices to test camrnuntcalte to the Protect Contact whkh items have been selected for the sample,and request additional <�as'urrpmtatlmnhr Use rrlCcted 4amtitr tinily_tl Staff H eshlt[ca succc.Ault'verUy rtti�rrtarasatinn nn tM lnvakrS is con dt and c untahs all rewired inlormation,Staff"Ill ulilire the information fmrn Ler,sample to form a conclusion regardmq compliance with the agremle nt.Howevef,t Staff finds more than the uliniiwrts alkmabie deviators(this number varies based up m the sample steel,Staff X11 hmrr to M"nd 11W sample sin anti M-MW more Invoices.The etom.a i#imperative that Staff rrcveives complete and accurate Inkxmauon.sca1C wall work(toiellr wilt h the ieruryrng ealllcer dipolar ileo appropnate represent avws ail Nee co nparres to try to resolve qucsttons,ante ddfercn<e.in reported arnwnts.staff wtlt also hoop the contact persons appwh d ad any is.ues andaa non eemipaant catagaeios as they ane dete.rn—d .... UDAG Loan Agreement Page 43 Texas Wesleyan University Rev. 10/1/2017 EXHIBIT "H" TEXAS WESLEYAN UNIVERSITY AUDIT REQUIREMENTS INTENTIONALLY DELETED UDAG Loan Agreement Page 44 Texas Wesleyan University Rev. 10/1/2017 EXHIBIT "I" TEXAS WESLEYAN UNIVERSITY INSURANCE REQUIREMENTS Developer shall furnish to City in a timely manner, but not later than the Effective Date, certificates of insurance as proof that it has secured and paid for policies of commercial insurance as specified herein. If City has not received such certificates by the Effective Date, Developer shall be in default of the Contract and City may, at its option, terminate the Contract. Such insurance shall cover all insurable risks incident to or in connection with the execution, performance, attempted performance or nonperformance of this Contract.Developer shall maintain, or require its general contractor to maintain,the following coverages and limits thereof: Commercial General Liability(CGL) Insurance $1,000,000 each occurrence $2,000,000 aggregate limit Non-Profit Organization Liability or Directors &Officers Liability_(if applicable) $1,000,000 Each Occurrence $1,000,000 Annual Aggregate Limit Business Automobile Liability Insurance $ 500,000 each accident on a combined single-limit basis, or $250,000 Property Damage $500,000 Bodily Injury per person per occurrence Insurance policy shall be endorsed to cover "Any Auto", defined as autos owned, hired and non-owned. Pending availability of the above coverage and at the discretion of City, the policy shall be the primary responding insurance policy versus a personal auto insurance policy if or when in the course of Developer's business as contracted herein. Workers'Compensation Insurance Part A: Statutory Limits Part B: Employer's Liability $100,000 each accident $100,000 disease-each employee $500,000 disease-policy limit Note: Such insurance shall cover employees performing work on any and all projects including but not limited to construction, demolition, and rehabilitation. Developer or its contractors shall maintain coverages, if applicable. In the event the respective contractors do UDAG Loan Agreement Page 45 Texas Wesleyan University Rev. 10/1/2017 not maintain coverage, Developer shall maintain the coverage on such contractor, if applicable,for each applicable contract. Additional Requirements Such insurance amounts shall be revised upward at City's reasonable option and no more frequently than once every 12 months, and Developer shall revise such amounts within 30 days following notice to Developer of such requirements. Developer will submit to City documentation that it has obtained insurance coverage and has executed bonds as required in this Contract prior to payment of any monies provided hereunder. Where applicable, insurance policies required herein shall be endorsed to include City as an additional insured as its interest may appear. Additional insured parties shall include employees, officers, agents, and volunteers of City. The Workers' Compensation Insurance policy shall be endorsed to include a waiver of subrogation, also referred to as a waiver of rights of recovery, in favor of City. Any failure on part of City to request certificate(s)of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. Insurers of Developer's insurance policies shall be licensed to do business in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency and each such company shall have a current minimum A.M. Best Key Rating Guide rating of A: VII or other equivalent insurance industry standard rating otherwise approved by City. Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless otherwise approved by City. In the event there are any local,Federal or other regulatory insurance or bonding requirements for the Project,and such requirements exceed those specified herein,the former shall prevail. Developer shall require its contractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, Developer shall require its contractors to provide Developer with certificate(s) of insurance documenting such coverage. Also, Developer shall require its contractors to have City and Developer endorsed as additional insurers (as their interest may appear)on their respective insurance policies. Developer shall require its general contractor to maintain builders risk insurance at the value of the construction. UDAG Loan Agreement Page 46 Texas Wesleyan University Rev. 10/1/2017 EXHIBIT "L" TEXAS WESLEYAN UNIVERSITY MAP OF CENTRAL CITY N w r Y 87 e j e i 170 111 r. n If - 111 d '� - a�.�n. P epi- a vt 37 v + , 360 X26 121 +a� 99; r n 21 121 42610 360 ~� a '193 P'4is •� ,t lee, 1zt 193 so a - e i'e . Bpd y : 1e6 e.� . WT X377 _•193 'iLx"",' � 360 i jog ' i z mini y, A 1 s 0 4 8 12 16 Miles FORT WORTH,Copyright 2011 City of Fon Worth. Unauthorized reproduction Is a violation applicable Legend laws. This product Is for Informational purposes and may 7W have been prepared for or be suhable for legal. engineering.or surveying purposes.It does not represent an on•ths- srr=rn6 ground survey and represents only the approximate relative location of property CENTRAL CITY Irewurr CITY LIMIT boundaries. The City of Fort Worth assumes no responsibility for the accuracy of said data. UDAG Loan Agreement Page 47 Texas Wesleyan University Rev. 10/1/2017 M&C Review Page 1 of 3 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FO RTMbRTH COUNCIL ACTION: Approved on 6/13/2017 -Ordinance Nos. 22760-06-2017 & 22761-06-2017 DATE: 6/13/2017 REFERENCE NO.: **C-28270 LOG NAME: 19TWUUDAG2 CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Expenditure in the Amount of$572,299.00 of Urban Development Action Grant Miscellaneous Revenue in the Form of a Forgivable Loan to Texas Wesleyan University for the Renovation of Three Storefront Retail Spaces Located at 3012, 3014, 3016 East Rosedale Street and the Construction of Parking Lots to be Located at 3000 and 3016 East Rosedale Street, Authorize Execution of a Loan Agreement and Adopt Appropriation Ordinance (COUNCIL DISTRICT 8) RECOMMENDATION: It is recommended that the City Council: 1. Authorize an expenditure in the amount of$572,299.00 of Urban Development Action Grant miscellaneous revenue in the form of a forgivable loan to Texas Wesleyan University for the renovation of three storefront retail spaces located at 3012, 3014, 3016 East Rosedale Street and the construction of two parking lots to be located at 3000 East Rosedale Street and 3016 East Rosedale Street. 2. Authorize the City Manager or his designee to execute a Loan Agreement and any related documents with Texas Wesleyan University; 3. Authorize the City Manager or his designee to amend the Loan Agreement if necessary to achieve project goals provided that the Amendment is within the scope of the project and in compliance with City policies and applicable laws governing the use of federal funds; and 4. Adopt the attached appropriation ordinance increasing the estimated receipts and appropriations in the Grants Operating Other Fund in the amount of$307,330.00 and appropriate $572,299.00 to this project. DISCUSSION: Texas Wesleyan University, a nonprofit higher education institution, is spearheading an economic revitalization effort in the economically distressed area designated by the City of Fort Worth as the Polytechnic/Wesleyan Village. The Polytechnic/Wesleyan Village is located in southeast Fort Worth along East Rosedale Street between Collard Street and Conner Avenue in Council District 8. Texas Wesleyan University is the lead entity in redeveloping this two block span of mostly vacant storefronts to their former function as "main street" businesses that provide neighborhood retail outlets and professional service firms. To date, Texas Wesleyan University has invested $3,379,905.00 in University, philanthropic and HUD grant funds to purchase and develop the 3000 and 3100 blocks of storefronts. The first phase of improvements occurred to the storefronts along the 3100 block of East Rosedale Street and was completed between August 2014 and April 2017. Those storefronts are now home to http://apps.cfwnet.org/council_packet/mc review.asp?ID=24737&councildate=6/13/2017 12/11/2017 M&C Review Page 2 of 3 Texas Wesleyan University's Community Counseling Center and Business Accelerator, both of which serve the Polytechnic Heights and contribute to the overall economic health of the community. Texas Wesleyan University is now seeking assistance for the second phase of improvements in the amount of$572,299.00 from the City of Fort Worth to develop the 3000 block of East Rosedale Street. Texas Wesleyan University proposes to renovate three storefront retail spaces located at 3012, 3014 and 3016 East Rosedale Street. Renovations will approve the storefronts to "white box" condition. Texas Wesleyan University also proposes to construct two parking lots to be located at 3000 East Rosedale Avenue and 3016 East Rosedale Street respectively. The UDAG Loan Agreement will complement$716,802.00 of investment by Texas Wesleyan University to date in the storefronts/lots located at 3000, 3012, 3014 and 3016 East Rosedale Street. These improvements are an essential step towards attracting businesses and restoring economic vitality to the Polytechnic/Wesleyan Village. Additional Investment Commitments: Texas Wesleyan University commits to the following: • Provide additional investments in tenant improvements in the amount of$383,160.00 ($40.00 per square foot). • Forego revenue from Lease Agreements with tenants by providing 12 months of rent free occupancy to allow the businesses to establish and sustain a revenue base, as well as secure capital to fulfill their tenant improvement needs/obligations, valued at a minimum of$114,948.00; and • Generate the equivalent of at least 10 full-time jobs at Polytechnic/Wesleyan Village for the employment of Central City residents. Any revenue, less maintenance and operation expenses, generated in subsequent years will be applied to Texas Wesleyan University's debt obligation resulting from the 2014 financing required to purchase storefronts within the 3000 and 3100 blocks. Initial projections suggest that rental revenue collected over a span of 10 years will be sufficient to retire the debt. Subsequently, Texas Wesleyan University anticipates the 3012, 3014 and 3016 storefronts will be revenue-neutral until 2027. Loan Terms: Staff recommends entering into a UDAG Loan Agreement with the following terms and conditions: • 0 percent interest loan with a term of five years; • Loan to be evidenced with a note and a deed of trust, which will be placed on the property to secure performance, with a performance period that will run concurrently with the loan term (five years); • In the event that TWU should sell these properties; then the UDAG funds loaned are repaid to the City from the proceeds of the sale to be used for other conforming projects; • Funds are to be provided on a reimbursement basis; •TWU must employ the equivalent of at least 10 full-time positions for Central City residents; and • Loan shall be forgiven if all terms and conditions are met. UDAG Miscellaneous Revenue funds are rental revenues received from the lease of the City-owned parking garage under General Worth Square(City Secretary Contract No. 11085, as amended and assigned). UDAG funds must be used for projects that meet certain Community Development Block Grant(CDBG) program requirements, including use in a CDBG-eligible area, qualification as a CDBG economic development project and inclusion of private investment. Annual revenue from the parking http://apps.cfwnet.org/council_packet/mc_review.asp?ID=24737&councildate=6/13/2017 12/11/2017 M&C Review Page 3 of 3 garage is approximately $100,000.00 and after funding this loan, the parking garage rental revenues account will have a remaining balance of approximately$65,000.00. Staff has reviewed the project and has determined that it meets the federal requirements for the use of UDAG Miscellaneous Revenue. This project meets the economic development eligibility requirements of the UDAG program. This contract will be with a governmental entity, state agency or public institution of higher education: (state name). FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon the approval of the above recommendations and adoption of the attached appropriation ordinance, funds will be available in the current operating budget, as appropriated, of the Grants Operating Other Fund. TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program I Activity Budget Reference# Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Aubrey Thagard (8187) Additional Information Contact: Carmella Kendry (6658) ATTACHMENTS 19TWUUDAG2 GRANT A017.docx 19TWUUDAG2 Texas Weslyan University Renovation.docx Texas Wesleyan Form 1295.pdf TWU Store Front Improv1.pdf http://apps.cfwnet.org/council_packet/mc review.asp?ID=24737&councildate=6/13/2017 12/11/2017 CERTIFICATE OF INTERESTED PARTIES FORM 1295 lofl Complete Nos.1-4 and 6 if there are interested parties. OFFICE US ' Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICA 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate N r: of business. 2017-219 ; Texas Wesleyan University Fort Worth,TX United States Date Filed ;j w 2 Name of governmental entity or state agency that is a party to the contract for which the form is 06/06/20 W0i1 ra being filed. CVTYOFFORT RY City of Fort Worth Date Ackno a ed: CITY SECRETA y 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and pr OL description of the services,goods,or other property to be provided under the contract. 19TWUUDAG2 Urban Development Action Grant Miscellaneous Revenue for the Renovation of Three(3)Storefront Retail Spaces Located at 3012, 3014,3016 E.Rosedale Street, Fort Worth,Texas, 76105. Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary Slabach,Frederick Fort Worth,TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT 1 swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. U- ,«* SHERRY L SANIXES Commission 0 125999250ley Gof�ntllssi©n ExpiresSeptember 14,2019 Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP 'SEAL ABOVE I I' Sworn to and subscribed before me,by the said 1 f E'd er i c K 1,. a a c this the�_day ofJQrl(!!�, , 20_f_,to certify which,witness my hand and seal of office. (5ke . 6ewd le S �O-kew-, Sigrfature of offic administering oath Printed na a of officer administering oath Title of officer admini in ng oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883