HomeMy WebLinkAboutContract 49774-A1 CITY SECRETARY 1
CONTRACT N0.
FIRST AMENDMENT TO CITY SECRETARY CONTRACT NO. 49774
WHEREAS, on October 10, 2017, the CITY OF FORT WORTH ("City"), a home rule
municipality organized under the laws of the State of Texas, and YMCA of Metropolitan Fort
Worth ("Developer"), a domestic nonprofit corporation, made and entered into City Secretary
Contract No. 49774 ("the Contract") as authorized by M&C C-28031, adopted by the City
Council on December 13, 2016;
WHEREAS, 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").
WHEREAS, the purpose of the Contract was to provide $500,000.00 in miscellaneous
revenue for a portion of construction costs of the McDonald Southeast YMCA Center, including
an aquatics center;
WHEREAS, Developer has requested an amendment to the Completion Date and the
Completion Deadline in the Contract due to weather delays on the Project;
WHEREAS, City also wishes to amend the contract to correct three of the Exhibits;
NOW, THEREFORE, City and Developer hereby agree as follows:
4
RECEIVEO i.
`I JN 19 2018 DEFINITIONS
CI�TYSEFORT
CRET SORT
ARY he following definitions are amended to be and read as follows:
Completion Date means that the Project is substantially complete as evidenced by(i)the
report attached to the Contract as Exhibit "F"—Project Completion Report made a part of this
Agreement for all purposes, and (ii)the Certificate of Occupancy issued by the City by October
31,2018.
OFFtCKlE.
CITY SI CKE111 1
UDAG Loan Agreement/CSC No. 49774-A1 FT.WOkTH,TX 5.17.18
YMCA of Metropolitan Fort Worth I I
i Page 1
Completion Deadline means October 31, 2018.
II.
Exhibit`B"—Project Summary attached to the Contract is hereby replaced with Exhibit
"B"—Project Summary Revised 5/2018 attached hereto.
Exhibit"F"—Project Completion Report attached to the Contract is hereby replaced with
Exhibit"F"—Project Completion Report Revised 5/2018 attached hereto.
Exhibit"G"—Annual Evaluation Report attached to the Contract is hereby replaced with
Exhibit "G"—Annual Evaluation Report Revised 5/2018 attached hereto.
III.
This amendment is effective as of the Effective Date of the Contract.
IV.
All terms and conditions of the Contract not amended herein remain unaffected and in
full force and effect, are binding on the Parties and are hereby ratified by the Parties. Capitalized
terms not defined herein shall have meanings assigned to them in the Contract.
[SIGNATURES APPEAR ON NEXT PAGE]
UDAG Loan Agreement/CSC No. 49774-A1 5.17.18
YMCA of Metropolitan Fort Worth Page 2
EXECUTED to be effective as of the Effective Date:
ACCEPTED AND AGREED:
CITY OF FORT WORTH
By: �Fernando Costa,Costa, Assistant City Manager
Date: C'/15118
APPROVED AS TO FORM AND LEGALITY:
By: -
Pai e Mebane, Assistant City Attorney
0R"r
ATTEST:
By: '
City Secret rEX..
M&C: C-28031 Date. 12/13/20
Form 1295: 2016-138726
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
f/l/t 1���
Chad LaRoque, Housing Development and Grants Manager
YMCA OF ROPOL FORT WORTH, a domestic nonprofit corporation
By: �✓L�-
An'tiCony u an, President OFFICIAL RECORD
CITY SECRETARY
Date: /Z Ll FT WORTH,TX
LOMMI
UDAG Loan Agreement/CSC No. 49774-A1 5.17.18
YMCA of Metropolitan Fort Worth Page 3
EXHIBIT "B"
YMCA OF METROPOLITAN FORT WORTH
PROJECT SUMMARY REVISED 5/2018
Capitalized terms not defined herein shall have meanings assigned to them in the Agreement.
DESCRIPTION:
Developer proposes to construct a new McDonald Southeast YMCA Center, including an
aquatic center, located at approximately 2701 Moresby Street.
PERFORMANCE REQUIREMENTS:
Invest a minimum of $13,000,000.00 in the McDonald Southeast YMCA Center, and a
Certificate of Occupancy issued by October 31, 2018.
Make reasonable efforts to create 20 new jobs for Central City residents by the end of the
second year loan terms,with the following benchmarks:
• For the first year of the loan term, make reasonable efforts to create 10 new jobs for
Central City residents, 5 of which will be seasonal;
• For the second year of the loan term, make reasonable efforts to create an additional
10 new jobs for Central City residents, 5 of which will be seasonal.
Award 50 households living in the Columbia at Renaissance Square developments 20% off
monthly membership fees.
SPECIFIC PURPOSE:
The specific purpose of the Project is to increase programs and services in the
Berry/Riverside area, such as wellness classes, gym and fitness facilities, child care, youth
programs, summer camps, etc.
PROJECT OBJECTIVES:
The Project will benefit low-and-moderate income persons and accomplish the public
purpose of furthering the United States Department of Housing and Urban Development's
national objective of promoting activities that benefit low- and moderate-income persons in
Southeast Fort Worth.
UDAG Loan Agreement/CSC No. 49774-A1 5.17.18
YMCA of Metropolitan Fort Worth Page 4
EXHIBIT "F"
YMCA OF METROPOLITAN FORT WORTH
PROJECT COMPLETION REPORT REVISED 5/2018
FORT WORTH City of Fort Worth
Project Completion Report
UDAG Agreement for
I.PROJECT IN FORMATION
Property Owner:
Company/Project Name:
Project Contact: Title:
Telephone: Fax: E-Mail:
Property Owner Address(If Different):
Address of Property Subject to Agreement:
Construction Start Date: Construction Completion Date:
Date of issuance of the Certificate of Occupancy or final City"pass inspection"report:
*Please attach a copy of Certificate of Occupancy or City"pass inspection"report`
I I. NYM107T ON 5P€ND'1N( k WAW
Company names,addresses,and the amounts paid during the construction period should be attached to this report. Use of
the Excel spreadsheet provided to you by the City of Fort Worth is recommended.
CONSTRUCTION
Total Construction Dollars Spent this Reporting Period(A):$
FORT WORTH COMPANIES
Unless specified otherwise in your agreement,a Fort Worth Company is defined as a business that has a Principal Office
located within the corporate limits of the City that provides the product or service for which credit is sought for purposes of a
specific commitment set forth in a given agreement.
Total Construction Dollars Spent with Fort Worth Companies(8):$
Percentage of Total Construction Dollars Spent with Fort Worth Companies(B/A): %
M/WBE
A Fort Worth Certified M/WBE Company is defined as a minority or woman-owned business that(i)has received certification
as either a minority business enterprise(MBE),a woman business enterprise(WBE),or a disadvantaged business enterprise
(DBE)by the North Central Texas Regional Certification Agency(NCTRCA),and(ii)has a Principal Office located within the
corporate limits of the City of Fort Worth that provides the product or service for which credit is sought for purposes of a
specific commitment set forth in a given agreement. Please verify that M/WBE vendors are located in Fort Worth by
contacting the M/WBE office at(817)212-2674 or MWBE.FrontDeskeDfortworthtexas.aov.
Total Construction Dollars Spent with Fort Worth Certified M/WBE Companies IQ$
Percentage of Total Construction Dollars Spent with Fort Worth Certified M/WBE Companies(C/A): %
ll/. ADDITIONAL INFORMATION (TO BE A77ACHED A5 EXHI81TS)
Copy of Certificate of Occupancy issued by the City of Fort Worth's Planning and Development Department or final City
❑"pass inspection'report
A Copy of Certification from the North Central Texas Regional Certification Agency for Each M/WBE Vendor
EXHIBIT C:List of all Company Names,Addresses,Invoice Numbers,and Amounts Paid During Construction.Clearly note
Fort Worth and Fort Worth M/WBE Companies.(Excel format. Use of the Excel spreadsheet provided by the City is
recommended.)
UDAG Loan Agreement/CSC No. 49774-A1 5.17.18
YMCA of Metropolitan Fort Worth Page 5
l'ORTWORTH. City of Fort Worth
Project Completion Report
UDAG Agreement for
V_CERTIFICATION
In connection with the review of the economic development grant agreement for the respective audit term,between the
City of Fort Worth and (Company Name) we confirm,to the
best of our knowledge and belief,the following representations made to the City of Fort Worth:
1.) We are responsible for the information provided in the Project Completion Report.
2.) We have made available all information that we believe is relevant to the Project Completion Report.
3.) We will respond fully to all inquiries made by the City of Fort Worth during the audit process.
4.) We acknowledge that the City of Fort Worth is responsible for evaluating the criteria and determining that the criteria
are appropriate for meeting the terms of the agreement.
Name of Certifying Officer: Phone:
Title: E-mail:
Signature of Certifying Officer: Date:
In order to remain eligible for the incentive,you must return the completed report to:
Hand delivery: By mail:
Neighborhood Services Department City of Fort Worth
Community Development Division Neighborhood Services Department
Attn:Ms.Bette Chapman Attn:Ms.Bette Chapman
908 Monroe 200 Texas Street
Fort Worth,Texas 76102 Fort Worth,Texas 76102
You may also forward an electronic copy of the completed report to:Bette.Chapman(&fortworthtexas.gov. You must also
submit one original hard copy of the report and all attachments to the above stated physical address for proper filing and
review. For assistance please contact Bette Chapman at the e-mail above or(817)392-6125.
About the Project Completion Compliance Review Process
Initially,.the City of Fort Worth's Internal Audit Department may review the provided list of all Invoices/Pay Applications for Total
Construction costs,Fort Worth Construction costs,and Fort Worth M/WBE Construction costs(if applicable to your agreement). City Staff
will then select a sample of Invoices/Pay Applications to test,communicate to the Project Contact which items have been selected for the
sample,and request additional documentation for the selected sample only.Examples of additional documentation will include copies of
invoices/pay applications,copies of cancelled checks,and copies of the general ledger documenting checks posting to the general ledger.
If Staff is able to successfully trace the Invoice/Pay Applications to cancelled checks and the general ledger,and the information on the
Invoices/Pay Applications is correct and contains all required information,Staff will utilize the information from the sample to form a
conclusion regarding compliance with the agreement. However,if Staff finds more than the minimum allowable deviations(this number
varies based upon the sample size),Staff will have to expand the sample size and review more Invoices/Pay Applications.Therefore,it is
imperative that Staff receives complete and accurate information.
Staff will work closely with the Certifying Officer and/or the appropriate representatives of the companies to try to resolve questions and
differences in reported amounts. Staff will also keep the contact persons apprised of any issues and/or non-compliant categories as they
are determined.
UDAG Loan Agreement/CSC No. 49774-A1 5.17.18
YMCA of Metropolitan Fort Worth Page 6
EXHIBIT "G"
YMCA OF METROPOLITAN FORT WORTH
ANNUAL EVALUATION REPORT REVISED 5/2018
FORTWORTH. City of Fort Worth
Annual Evaluation Report
Reporting Period:
I.P ROJECT I FORMATION
Property Owner:
Company/Project Name:
Project Contact: Title:
Telephone: Fax: E-Mail:
Property Owner Address(If Different):
Address of Property Subject to Agreement:
IJ.I NVESTMEWVALUATION
REAL PROPERTY("Appraised Value"is the value as reported by the Appraisal District in which the project is located)
Appraised Value of Land:$
Appraised Value of Improvements:$
PERSONAL PROPERTY("Appraised Value"is the value as reported by the Appraisal District in which the project is located)
Appraised Value of Machinery,Equipment,and Other Business Personal Property:$
Total actual dollars spent on Machinery,Equipment,and Other Business Personal Property:$
Percentage of inventory subject to other exemptions(i.e.Freeport/Foreign Trade Zone(if applicable): %
III-JOB CREAT10N1RETEK_n0N
Total Full-Time Employees as of
Total Full-Time Employees who are Central Cit residents: Total seasonal employees who are Central City residents:
Home addresses of full-time and seasonal employees hired per the agreement should be attached to this report.Please verify that your employees live within the
Central City by using the Interactive map tool found at httpl/maoit/fortworthtexasAovZHtm15VIewer17vIewerxconomic development.Once you arrive at the site
click on Employment Incentives Report.Also provide an Excel document with all your employment Information on a CD or USB and submit with this reportor send
the document by e-mail to Bette.Chaomanafonworthtexas.aov.
IV.SUPPLY AND SEFIVICECONTRACTS _ !
vendor name,addresses,invoice numbers,and the amounts paid during the reporting period should be attached to this report In Excel format.Please verify
that M/BWBE vendors are located In Fort Worth by contacting the M/WBE office at(817)111-1674 or MWBE.FrontDesk®fortworthtexas.pov.
Total Supply and Service Dollars Spent this Reporting Period(A):$
AWARDS TO FORT WORTH COMPANIES
Total Supply and Service Dollars Spent with Fort Worth Companies(8):$
Percentage of Total Supply and Service Dollars Spent with Fort Worth Companies(B/A): %
AWARDS TO FORT WORTH MINORITY/WOMEN OWNED BUSINESS ENTERPRISES(M/WBE)
Total Supply and Service Dollars Spent with Fort Worth M/WBE Companies(C):$
Percentage of Total Supply and Service Dollars Spent with Fort Worth M/WBE Companies(C/A): `M
V.ADDFTIONAL INFORMATION(TO Br ATTACHED,Conti nLied on Page 2)
E]List of Real Property Appraisal District Account Numbers(Applicable to projects with Real Property Commitments)
List of Business Personal Property Appraisal District Account Numbers(Applicable to Projects with Personal Property
El Commitments)
UDAG Loan Agreement/CSC No. 49774-A1 5.17.18
YMCA of Metropolitan Fort Worth Page 7
FORT WORTH, City of Fort Worth
Annual Evaluation Report
Reporting Period:
V.ADDITIONAL INFORMATION(TO BE ATTACHED,Continued from Page 11
Copy of Sales Tax Reports(Applicable to Projects with Sales Tax Commitments)
Employee Address Verification Report with Supporting Documentation(Excel format)
List of all Supply and Service Vendor Names,Addresses,Invoice Numbers,and Amounts Paid During Reporting Period.
Clearly note the Fort Worth and Fort Worth M/WBE Vendors.Please see"Evaluation Report Review Process"below for more details.(Excel Format)
❑Copy of Certification from the North Central Texas Regional Certification Agency for each M/WBE vendor
List of households living in Columbia Renaissance Square development who received 20%off of monthly membership
fees
VI.CERTIFICATION
In connection with the review of the tax abatement/economic development grant agreement for the respective audit term,
between the City of Fort Worth and (Company Name)
we confirm,to the best of our knowledge and belief,the following representations made to the City of Fort Worth.
1.) We are responsible for the information provided in the Annual Evaluation Report.
2.) We have made available all information that we believe is relevant to the Annual Evaluation Report.
3.) We will inform the City if any events occur subsequent to ,20 that would require adjustment to,or
modification to,the Annual Evaluation Report
4.) We will respond fully to all inquiries made by the City of Fort Worth during the review process.
5.) We acknowledge that the City of Fort Worth is responsible for evaluating the criteria and determining that the criteria
are appropriate for meeting the terms of the agreement.
Name of Certifying Officer. Phone:—
Title:—
hone:Title: Fax:
Signature of Certifying Officer: Date:
In order to remain eligible for the incentive,you must return the completed report on or before the annual anniversary of the
completion date to:
Hand delivery: By mail:
Neighborhood Services Department City of Fort Worth
Community Development Division Neighborhood Services Department
Attn:Ms.Bette Chapman Attn:Ms.Bette Chapman
908 Monroe,3rd Floor 200 Texas Street
Fort Worth,Texas 76102 Fort Worth,Texas 76102
You may also forward an electronic copy of the completed report to:Bette.Chapmanafortworthtexas.aov.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 Bette Chapman at the e-mail above or(817)392-6125.
About the Annual Evaluation Report Review Process
Initially,City Staff will review the provided list of all Invoices for Total Supply and Service Dollars Spent,Fort Worth Supply and Service Dollars,and Fort
Worth M/WBE Supply and Service Dollars(if applicable to your agreement).City Staff will then select a sample of Invoices to test,communicate to the
Project Contact which items have been selected for the sample,and request additional documentation for the selected sample only.If Staff is able to
successfully verify the information on the Invoices is correct and contains all required information,Staff will utilize the information from the sample to
form a conclusion regarding compliance with the agreement.However,if Staff finds more than the minimum allowable deviations(this number varies
based upon the sample size),Staff will have to expand the sample size and review more Invoices.Therefore,it is imperative that Staff receives
complete and accurate information.Staff will work closely with the Certifying Officer and/or the appropriate representatives of the companies to try to
resolve questions and differences in reported amounts. Staff will also keep the contact persons apprised of any issues and/or non-compliant
categories as they are determined.
UDAG Loan Agreement/CSC No. 49774-A1 5.17.18
YMCA of Metropolitan Fort Worth Page 8
M&C Review Page 1 of 3
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FoR
COUNCIL ACTION: Approved on 12/13/2016 -Ordinance No. 22540-12-2016
DATE: 12/13/2016 REFERENCE NO.: **C-28031 LOG NAME: 19YMCA UDAG
PUBLIC
CODE: C TYPE: CONSENT HEARING: NO
SUBJECT: Authorize Expenditure in the Amount of$500,000.00 of Urban Development Action Grant
Miscellaneous Revenue in the Form of a Deferred Forgivable Loan to the YMCA of
Metropolitan Fort Worth for the Construction of the New McDonald Southeast YMCA to be
Located at Approximately 2701 Moresby 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$500,000.00 of Urban Development Action Grant
miscellaneous revenue in the form of a deferred forgivable loan to YMCA of Metropolitan Fort Worth
for the construction of the new McDonald Southeast YMCA center to be located at approximately
2701 Moresby Street;
2. Authorize the City Manager or his designee to execute a Loan Agreement and any related
documents with YMCA of Metropolitan Fort Worth for a five-year loan term beginning on the date of
execution;
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 and regulations governing the use of federal funds; and
4. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in
the Grants Fund in the amount of$500,000.00 from available funds.
DISCUSSION:
YMCA of Metropolitan Fort Worth (YMCA) proposes to construct a new McDonald Southeast YMCA
Center located at approximately 2701 Moresby Street. YMCA will offer programs and services from
this new location, such as wellness classes, gym and fitness facilities, child care, youth programs,
summer camps, etc. The total development cost will be approximately $13,000,000.00. On
December 1, 2015, Mayor and Council Communication (M&C) C-27548 authorized an expenditure in
the amount of $2,300,000.00 in the form of a forgivable loan to the YMCA for the construction of a
new Enhanced Neighborhood Family Aquatics Center (E-NFAC) at the new McDonald Southeast
YMCA Center, as well as authorizing a Support Agreement for an annual subsidy and long-term
major maintenance reserve fund for the E-NFAC, which M&C was amended on December 6, 2016
(M&C G-18890) to amend milestones in the Support Agreement.
Staff now recommends providing a forgivable loan of $500,000.00 of UDAG Miscellaneous Revenue
to the YMCA for the portion of the facility that is not the E-NFAC. 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, be a CDBG economic development project and
include private investment. Annual revenue from the parking garage is approximately $100,000.00
and after funding this loan, the parking garage rental revenues account will have a remaining balance
of approximately $300,000.00.
http://apps.cfwnet.org/council packet/mc review.asp?ID=24149&councildate=12/13/2016 5/21/2018
M&C Review Page 2 of 3 ,
The forgivable loan would be on the following terms:
Developer Commitments:
1. Invest a minimum amount of $13,000,000.00 in the development of the project by May 31,
2018;
2. Obtain final Certificate of Occupancy (CO) by May 31, 2018;
3. Make reasonable efforts to create 20 new jobs for Central City residents by the end of the
second year loan term, with the following benchmarks:
• Make reasonable efforts to create 10 new jobs for Central City residents by the end of the first year
loan term, 5 of which will be seasonal;
• Make reasonable efforts to create an additional 10 new jobs for Central City residents by the end of
the second year loan term, 5 of which will be seasonal; and
• Award 50 households living in the Columbia at Renaissance Square developments 20% off monthly
membership fees.
City Commitments:
1. Five year loan at 0% interest evidenced by a note and secured by a deed of trust against the
property;
2. Payment of $400,000.00 of loan funds throughout construction; and
3. Payment of $100,000.00 of loan funds upon satisfactory evidence of meeting the one year
Developer Commitments.
The loan will be forgiven at the end of the five-year loan term as long as YMCA has met all the terms
of the Loan Agreement. The Deed of Trust will secure YMCA's performance of the loan conditions as
well as repayment of the loan funds if the loan terms are not met. If YMCA does not meet its
commitments, it must repay the loan within 24 months of the end of the loan term, which will be
extended accordingly.
Staff has reviewed the project and has determined that it meets federal requirements for use of
UDAG Miscellaneous Revenue. This project will 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.
The project is located in COUNCIL DISTRICT 8, Mapsco 78W.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations, and adoption of
the attached appropriations ordinance, funds will be available in the current operating budget, as
appropriated, of the Grants Fund. This is a reimbursement grant.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID I I Year (Chartfield 2)
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Aubrey Thagard (8187)
http://apps.cfwnet.oria/council packet/mc review.asp?ID=24149&councildate=12/13/2016 5/21/2018
M&C Review Page 3 of 3
Additional Information Contact: Alice Cruz (7322)
Avis Chaisson (6342)
ATTACHMENTS
19YMCA UDAG AO FY2017.docx
2701 Moresby St.pdf
YMCA Form 1295-pdf
httn://anns.cfwnet.orQ/council nacket/mc review.asn?TD=24149&ccunciIdate=12/11/9.01 F 5/21/2n1 A