HomeMy WebLinkAboutContract 52509 RECEIVED CITY SECRETARY
JUL 3 2019 CONTRACT NO. ,�a 5 0°(
CITY OF FOOT WOR T H
rIT(SECFETARY
STATE OF TEXAS §
COUNTY OF TARRANT §
UDAG AGREEMENT BETWEEN THE CITY OF FORT WORTH AND
PEOPLEFUND
This Grant 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 PeopleFund ("Agency"), a Texas nonprofit corporation. City and Agency
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 ("UDAG") Agreement with the United States Department of
Housing and Urban Development ("HUD"), UDAG Grant No. B-79-AA-48-0013, for use in
acquiring land and constructing a parking garage located under General Worth Park in
downtown Fort Worth (City Secretary Contract No. 10610) (the "UDAG Grant Agreement"),
as more specifically set forth in the UDAG Grant Agreement. The City has leased the parking
garage pursuant to and in accordance with that certain Lease Agreement ("Parking Garage
Lease") dated on or about May 22, 1980 by and between the City and Hunt 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. One of the strategic goals of the City's Comprehensive Plan, adopted by the City
Council, is to reduce obesity by increasing access to fresh fruits and vegetables. Furthermore,
through the City's Blue Zones Project, the City encourages grocers to educate their customers
about healthier food options and to make those foods more readily available and affordable.
C. Agency is a community development financial institution ("CDFI") as certified
by the United States Department of Treasury ("Treasury"). Through the CDFI Fund, managed
by the Treasury, CDFIs like PeopleFund are able to provide direct financial and technical
assistance to communities to increase the availability of healthy food options to low- to
moderate-income communities.
D. Agency has identified areas in the City where residents lack access to fresh and
affordable healthy food options. These areas, commonly called food deserts, are more
specifically depicted in the attached Exhibit "A" — Project Service Area Map, made a part of
this Agreement for all purposes. Agency proposes to partner with the City to p
OFFICIAL RECORD
UDAG Grant Agreement CITY SEC11 i4RY
PeopleFund—Fort Worth Healthy Food Financing Initiative FT UNCfiiA fX
and low-interest rate loans to support grocery development in the areas of the City with low
supermarket density or below average grocery sales and where at least 51% of the households
are low- to moderate-income (the "Project"). A summary of the Project is set forth in the
attached Exhibit "B"—Pro*ect Summary, made apart of this Agreement for all purposes.
E. Agency has requested a grant from the City in the amount of$50,000.00 to serve
as an interest rate buy-down on $500,000.00 of loan funds that Agency will provide for the
Project ("Agency Loans"). The Agency Loans will support the Project by making loans for the
creation, rehabilitation, or expansion of grocery or convenience stores, farmer's markets or other
food retailers that can demonstrate that a significant amount of the borrower's shelf space will be
dedicated to the sale of fresh and affordable healthy food options. City is willing to make such
grant to Agency pursuant to and in accordance with this Agreement.
F. The Project Service Area is located in Community Development Block Grant
("CDBG") eligible census tracts, which qualifies the Project 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.
G. Agency 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 Agency 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
Agency; and (ii) all entities in which Agency and/or Agency'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.
Agency Loan means loan funds that Agency will provide for the Project.
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Agreement to Buy Down Interest Rate means the contract between the City and the
Borrower in which the Borrower agrees that in consideration for the City providing funds for
Borrower's interest to be bought down over a period of time, that Borrower will meet certain
service metrics for a defined period.
Borrower means an eligible individual or business that receives an Agency Loan and
meets the eligibility standards set forth in Exhibit "F" — Eligibility Guidelines for Interest
Rate Buy-Down Approval.
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 F.
CDBG Regulations means those regulations set forth at 24 CFR Part 570 et seq.
Complete Documentation means the following documentation as applicable:
(i) Attachments I and II, as described in Exhibit "E" — Invoice Forms, with
supporting documentation including:
(a) Description and location of the Improvements funded by each Agency Loan
showing that the loan proceeds will be used to create or improve eligible
businesses located in food deserts identified in Exhibit "A" —Project Service
Area Map; and,
(b) Loan closing statement, or the equivalent, showing the amount of interest rate
buy-down provided.
(ii) Any other documents requested by City necessary to ensure compliance with this
Agreement.
Completion Deadline means 1 year from the Effective Date.
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 City's Assistant City Manager's signature.
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 Agency, unreasonable delays by the City in issuing any permits with respect
to the Project or inspection of any 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, Agency, such as, without limitation, delays in the obtaining of
adequate financing.
Funds means the UDAG miscellaneous revenue provided by City to Agency under the
terms of this Agreement.
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HUD means the United States Department of Housing and Urban Development.
Improvement means an eligible activity, as defined in Exhibit "F" — Eligibility
Guidelines for Interest Rate Buy-Down Approval, undertaken in whole or in part with Project
Funds.
Improvement Completion Report is a report completed by the Borrower and submitted
by Agency to City once the Improvements funded by Agency Loans are complete and is more
particularly described in Exhibit "E"—Improvement Completion Report.
Monitoring Period commences on the Effective Date and shall continue until September
30, 2023.
Project Service Area has the meaning ascribed to it in Recital D and as more
particularly described in Exhibit "A"—Project Service Area Map.
Project has the meaning ascribed to it in Recital D and as more particularly described in
Exhibit "B"—Project Summary.
Reimbursement Request has the meaning ascribed to it in Section 7.1.
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.
Term of Agreement.
The term of this Agreement commences on the Effective Date and terminates in
1 year unless earlier terminated as provided in this Agreement. This Agreement may be
extended for up to 1 year upon written request from the Agency and written agreement of
both Parties.
4. TERMS AND CONDITIONS.
4.1. As a condition precedent to receipt of any Funds, Agency must execute this
UDAG Agreement and any other documents required by City.
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4.2. Repayment of the Funds will only be required if(i) Agency fails to complete the
Project by the Completion Deadline; or (ii) Agency does not otherwise comply with the
terms of this Agreement, the UDAG Regulations, or CDBG Regulations.
5. DUTIES AND RESPONSIBILITIES OF CITY.
5.1. Provide Funds.
The City will grant Agency up to $50,000.00 of Funds on a reimbursement basis
for the Project on the terms and conditions set forth herein. City will review
Reimbursement Requests and either request additional information or process for
payment within 30 calendar days of receipt of request.
5.2. Monitor.
5.2.1. City will monitor the activities and performance of Agency and any of the
Agency Loans as necessary, but no less than annually until September 30, 2023.
Monitoring by the City will include determining whether the Agency is meeting the
objectives of this Agreement through the Agency Loans it provides.
5.2.2. Agency understands and agrees that it will be subject to monitoring by
City for compliance with terms and provisions of this Agreement and UDAG Regulations
for the term of this Agreement. Agency is subject to such monitoring during the term of
this Agreement but no less than annually until September 30, 2023. Agency will provide
Annul reports as more fully described in Section 6.4.2. For purposes of this Agreement,
this 4 year period for monitoring is deemed to begin on the Effective Date and ends on
September 30,2023, regardless of whether or not this Agreement is earlier terminated.
This Section shall survive the termination or expiration of this Agreement.
6. DUTIES AND RESPONSIBILITIES OF AGENCY.
6.1. Required Services.
Agency will perform the services described in Exhibit "B" — Project Summary
in accordance with the terms and conditions of this Agreement.
6.1.1. Agency will work with City staff and City Councilmembers to identify
prospective Borrowers.
6.1.2. Agency will determine eligibility of Borrowers and help prepare
Borrowers for loan application.
6.1.3. Agency will administer the loan process from application to loan approval
and loan disbursement to completion of the loan repayment period.
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6.1.4. Agency will provide technical assistance to Borrowers throughout the loan
process to best ensure Borrower success.
6.1.5. During the loan repayment period, Agency will provide technical
assistance to Borrowers as needed and ensure Borrower compliance with Agreement
requirements.
6.1.6. Agency will submit Reimbursement Requests along with Complete
Documentation to City either at the closing of each loan or bundle loans into a monthly
Reimbursement Request. Agency must notify City of which option it chooses to use prior
to submission of its first Reimbursement Request as more fully described in Section 7.1.
6.1.7. Agency will ensure that Borrower signs the Agreement to Buy Down
Interest Rate at the time of closing. Agency shall immediately forward the signed
Agreement to Buy Down Interest Rate to City. City shall not reimburse Agency unless
and until the City has received the Agreement to Buy Down Interest Rate from Agency
that has been executed by the Borrower for the Agency Loan for which Agency is
seeking reimbursement.
6.2. Bud et.
Funds will be paid on a reimbursement basis in accordance with Exhibit "C" —
Loan Disbursement Schedule.
6.3 Monitoring of Borrowers.
6.3.1. Agency will perform at least 1 site visit per year until the end of the loan
repayment period or until September 30, 2023, whichever occurs first.
6.3.2. Agency will verify that Funds were used in accordance with the terms and
conditions of this Agreement.
6.3.3. Agency will verify that at least the minimum amount of shelf space
required, described in Exhibit "F" — Eligibility Guidelines for Interest Rate Buy-
Down Approval, for the provision of fresh and affordable healthy food options reported
in the Improvement Completion Report is being provided.
6.3.4. Agency will submit documentation of Fund use compliance and minimum
shelf space requirements being met as a part of the Annual Report, which is more fully
described in Section 6.4.2.
6.4 Reporting.
6.4.1. Agency will submit an Improvement Completion Report in substantially
the same form as that set forth in the attached Exhibit "E" —Improvement Completion
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Report, made a part of this Agreement for all purposes, for each loan at completion of
the loan improvements.
6.4.2. Agency will submit an Annual Report by the 301" of September each year
until September 30, 2023. The Annual Report must contain the following as it applies to
that report year and cumulatively:
(i) The number of Borrowers served;
(ii) The location of all businesses served;
(iii) The number of new businesses and new jobs created;
(iv) The amount of non-UDAG funds leveraged;
(v) The status of all businesses supported through the Project (i.e. open
or closed, sales increases/decreases, etc.);
(vi) Status of each Agency Loan provided;
(vii) Documentation of site visits (as described in Section 6.3 performed
for each Agency Loan; and,
(viii) Proof of Borrower's compliance with Project purpose and
guidelines as defined in Exhibit "F" —Eligibility Guidelines for Interest Rate
Buy-Down Approval.
This Section shall survive the termination or expiration of this Agreement.
7. PAYMENT OF FUNDS.
Funds will be reimbursed in accordance with Exhibit "C" — Loan Disbursement
Schedule to Agency upon City's approval of Reimbursement Requests including submission of
Complete Documentation. Agency must request reimbursement for Funds by the Project
Completion Deadline as set forth in Section 2.
7.1. Invoice Form.
Agency shall submit an invoice that states the amount of Funds requested for
reimbursement, and an expenditure worksheet that states the cumulative Reimbursement
Requests made to date (inclusive of the current Reimbursement Request). These forms
shall be in substantially the same format as that set forth in the attached Exhibit "E" —
Invoice Forms, made a part of this Agreement for all purposes. This invoice must be
signed by an authorized signatory of Agency. By signing such form, Agency 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. To receive
reimbursement, the invoice forms must be accompanied by Complete Documentation as
described in Section 2.
7.2. Acknowledgement of City Payment of Funds.
Within 60 calendar days of the Completion Deadline, an officer of Agency shall
execute an acknowledgement that City has paid all Funds due under this Agreement, or
shall deliver a document executed by an officer of Agency identifying all or any portion
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of the Funds that City has not paid to Agency. Once City has met all of its obligations for
payment of the Funds, an officer of Agency shall execute an acknowledgment of same.
7.3. Approval by City Not Release of Responsibility.
Approval by the City of any actions related to or connected with the Project shall
not constitute or be deemed to be a guarantee or approval of the underlying
Improvements by the City.
7.4. 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.
8.0 ADDITIONAL REQUIREMENTS.
8.1. Identify Project Expenses Paid with Funds.
Agency 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.
8.2. Additional Information.
Agency shall provide City with additional information as may be required by state
or federal agencies to substantiate Project activities and/or expenditure eligibility.
8.3 Change in Reporting Requirements and Forms.
City retains the right to change reporting requirements and forms at its discretion.
City will notify Agency in writing at least 15 days prior to the effective date of such
change, and the Parties shall execute an amendment to the Contract reflecting such
change if necessary.
8.4. Other Laws.
The failure to list any federal, state or City ordinance, law or regulation that is
applicable to Agency does not excuse or relieve Agency from the requirements or
responsibilities in regard to following the law, nor from the consequences or penalties for
Agency's failure to follow the law, if applicable.
9. AUTHORITY TO EXECUTE AGREEMENT.
Agency 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
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and to perform the responsibilities herein required.
10. AUDITS BY CITY.
City reserves the right to perform an audit of Agency'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. Agency 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 Agency 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 Agency. IF, AS A RESULT OF ANY
AUDIT, IT IS DETERMINED THAT AGENCY HAS FALSIFIED ANY
DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED THE
FUNDS OR SPENT FUNDS ON ANY INELIGIBLE ACTIVITIES, AGENCY 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.
This Section shall survive the termination or expiration of this Agreement.
11. DEFAULT AND TERMINATION.
11.1. Failure to Complete the Project.
If Agency does not complete the Project by the Completion Deadline, City will
have the right to terminate this Agreement immediately upon provision of written notice
to Agency. In this event, Agency shall forfeit all rights to future Funds.
11.2. In General.
Unless specifically provided otherwise in this Agreement, Agency shall be in
default hereunder if Agency breaches any term or condition of this Agreement or any
term or condition of any agreement it has for the use of other funds involved in the
Project. 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
Agency 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 Agency. In this event, Agency shall forfeit all rights to the
Funds.
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11.3. No Funds Disbursed while in Breach.
Agency understands and agrees that no Funds will be disbursed by the City at any
time that Agency is in default under this Agreement or any agreement it has for the use of
other funds involved in the Project, even if Agency has additional time to cure or is
attempting to cure such default.
11.4. By City for Convenience.
City may terminate this Agreement for any reason by providing at least 30
calendar days' written notice to the Agency. In the event that City terminates this
Agreement under this provision, Agency must continue to monitor any Agency Loan and
must continue to comply with any reporting, monitoring, audit, or indemnification
provisions included herein, which shall survive the expiration or termination of this
Agreement.
11.5. Dissolution of AlZency.
In the event Agency is dissolved or ceases to exist, this Agreement shall
immediately terminate effective as of the date of Agency's dissolution or cessation of
existence.
12. ASSIGNMENT.
This Agreement shall inure to the benefit of and is binding on the Parties and their
respective legal representatives, successors and assigns. Agency shall not assign all or any part
of its rights, privileges, or duties under this Agreement without City's prior written consent;
provided however, Agency may assign its rights hereunder to any Affiliate who assumes in
writing all of Agency's obligations hereunder but only after delivering at least 30 days written
notice of such assignment to City. Any such assignment will not release Agency 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.
13. INDEMNIFICATION AND RELEASE.
A GENCY,A T NO COST TO THE CITY,A GREES 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
INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE
OCCASIONED BY (i)AGENCY'S BREACH OF ANY OF THE TERMS OR PROVISIONS
OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR
INTENTIONAL MISCONDUCT OF AGENCY, ITS OFFICERS, AGENTS, ASSOCIATES,
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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.
AGENCY 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.
This Section shall survive the termination or expiration of this Agreement.
14. INSURANCE AND BONDING.
Agency will maintain coverage in the form of insurance or bond in the amount of
$50,000.00 to insure against loss from the fraud, theft or dishonesty of any of Agency'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.
Agency shall furnish to City, in a timely manner, and prior to the start of performance
hereunder, certificates of insurance as proof that it has secured and paid for any bonds, policies
of commercial insurance, or other required coverage as specified herein. If City has not received
such certificates as set forth herein, Agency shall be in default of the Contract and City may at its
option, terminate the Agreement.
15. LITIGATION AND CLAIMS.
Agency shall give the City immediate notice in writing of any action, including any
proceeding before an administrative body, filed against Agency in conjunction with this
Agreement or the Project. Agency shall furnish immediately to City copies of all pertinent
papers received by Agency with respect to such action or claim. Agency shall provide a notice
to City within 10 days upon filing under any bankruptcy or financial insolvency provision of law.
16. 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.
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c.�:
City of Fort Worth
Attention: Assistant Director
Neighborhood Services Department
200 Texas St.
Fort Worth, TX 76102
Telephone: 817-3 92-7540
With a copy to:
City of Fort Worth
Attention: Jo Ann Pate
City Attorney's Office
200 Texas St.
Fort Worth, TX 76102
Telephone: 817-3 92-7600
City of Fort Worth
Attention: Leah Brown
Neighborhood Services Department
200 Texas St.
Fort Worth, TX 76102
Telephone: 817-3 92-8 63 8
AGENCY:
PeopleFund
Attention: Gary Lindner, President and CEO
2921 E. 17th St. Bldg. D Ste. 1
Austin TX 78702
Telephone: 512-222-1015
With a copy to:
PeopleFund
Attention: Erika Hersh, Regional Lending Manager
1150 South Freeway, Suite 129
Fort Worth, TX 76104
Telephone: 682-207-2219
17. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement, the City does not waive or surrender
any of its governmental powers or immunities.
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18. 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.
19. 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.
20. 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.
21. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of City and
Agency, and any lawful assign or successor of Agency, and are not intended to create any rights,
contractual or otherwise, to any other person or entity.
22. 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.
23. IMMIGRATION NATIONALITY ACT.
City actively supports the Immigration & Nationality Act ("INA") which includes
provisions addressing employment eligibility, employment verification, and nondiscrimination.
Agency shall verify the identity and employment eligibility of all employees who perform work
under this Agreement. Agency 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. Agency
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. Agency shall provide City with a
certification letter that it has complied with the verification requirements required by this
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Agreement. Agency 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 Agency.
24. 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.
25. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and shall
not be deemed a part of this Agreement.
26. 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
Agency 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.
27. 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.
28. ELECTRONIC SIGNATURE.
A facsimile copy or computer image of this Agreement, such as a PDF or tiff image, or a
signature, shall be treated as and shall have the same effect as an original.
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE]
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EXECUTED to be effective as of the Effective Date:
CITY OF FORT WORTH:
By:
Fernando Costa, Assistant City Manager
Date: 1i _
APPROVED AS FORM AND LEGALITY:
9
]�s r; istantCityA_ttorney
AT n O:' ••.•��Y:
ity Secretary U
& . C-28791 Date: 8/1 018
Form 1295: 2018-356797EX��
Contract Compliance Manager:
By signing I acknowledge that 1 am the person responsible
for the manitoring and administration of this contract, including
ensuring all oei°forman e and re orti re wire ents.
C ad L oq ,HOUSI Developm and Grants Manager
-� f
Date
PEOPLEFUND,a Texas nonprofit corporation
By: A4?04m�
Gary Lindner,Executive Director
Date: al,120I&W
OFFICIAL RECORD
CITY SECRETARY
UDAG Grant Agreement F��f� ,TX
PeopleFund—Fort Worth Healthy Food Financing Initiative
EXHIBITS
Exhibit "A" —Project Service Area Map
Exhibit"B" —Project Summary
Exhibit "C"—Loan Disbursement Schedule
Exhibit "D"—Invoice Forms
Exhibit "E"—Improvement Completion Report
Exhibit "F"—Eligibility Guidelines for Interest Rate Buy-Down Approval
Exhibit "G" —Agreement to Buy Down Interest Rate Template
UDAG Grant Agreement Page 16
PeopleFund—Fort Worth Healthy Food Financing Initiative Rev. 06.19.19
EXHIBIT "A"
FORT WORTH HEALTHY FOOD FINANCING INITIATIVE
PROJECT SERVICE AREA MAP
Improvements must take place within food deserts (purple areas on map) located within
identified zip codes.
Food Deserts* by Census Block Group, 2018
t
70100
7E111
?A11
�b1,x
76120
76112
7a104
I
:flId4
These data were prepared by Tarrant County Public Health for its
use.and may be revised any time,without notlir�on.Tenant
Legend GJS
h County PuWc Health does not guarantee one oorrectness or
. Food Desert Q 21P code accuracy of any features on VA map.Tarrant County assumes no
responsibility in eonnoction tharawith.Said data should not be edited
Oty of Fort Worth Water by anyone other than designated personnel,or through written
`Food deserts are defined as areas that are appal by GIS Manager.These data are for informational
purposes only and should not create liability on the part of
greater than 1 mile from a grocery store and Tarrant County Government.any officer andler employees thereo
have a poverty level greater than or equal to 20%.
FOR REFERENCE ONLY Sources: TCPH.City of Fort Worth,US Census Bureau
UDAG Grant Agreement Page 17
PeopleFund—Fort Worth Healthy Food Financing Initiative Rev.06.19.19
EXHIBIT "B"
FORT WORTH HEALTHY FOOD FINANCING INITIATIVE
PROJECT SUMMARY
Capitalized terms not defined herein shall have meanings assigned to them in the
Agreement.
DESCRIPTION:
Agency proposes to work in conjunction with the City to achieve the goal of supporting
grocery development in areas of the City with low supermarket density or below average
grocery sales and where at least 51% of the households have low-to-moderate incomes.
Agency will provide low-interest rate loans to support grocery development in these areas.
The City shall provide up to $50,000.00 in Funds to buy down 2.5% of the applicable
interest rate on eligible Agency Loans.
The Funds may only be used to buy down the interest rates on loans that will support the
creation, rehabilitation, or expansion of grocery or convenience stores, farmer's markets,
mobile markets, or other food retailers in areas of the City described above. Borrowers of
these loans must be able to demonstrate that a significant amount as described in Exhibit
"F" - Eligibility Guidelines for Interest Rate Buy-Down Approval of the Borrower's shelf
space will be dedicated to the sale of healthy food options.
Additionally, the Agency agrees to coordinate with Councilmembers in the targeted areas
shown in Exhibit "A" — Proiect Service Area Map to identify opportunities for investment
and market the assistance that the Project can provide. Agency will also provide a
comprehensive outreach and marketing plan that will detail strategies for reaching out to
various constituencies including neighborhood organizations, business advocacy
organizations (e.g., Fort Worth Metropolitan Black Chamber of Commerce, Fort Worth
Hispanic Chamber of Commerce, etc.), and other population segments and potential
clientele that would benefit from the program within 30 days of contract execution.
SPECIFIC PURPOSE:
The specific purpose of the Project is to increase availability and access to fresh and
affordable healthy food options in low- to moderate-income areas of the City.
PROJECT OBJECTIVES:
The Project will benefit low- and moderate-income persons and accomplish the public
purposes of spurring economic development in areas where food deserts are present and
improving the health of low- to moderate-income residents.
UDAG Grant Agreement Page 18
PeopleFund—Fort Worth Healthy Food Financing Initiative Rev. 06.19.19
EXHIBIT 66U
FORT WORTH HEALTHY FOOD FINANCING INITIATIVE
LOAN DISBURSEMENT SCHEDULE
Loans provided through the Project are not subject to a minimum or maximum amount.
The table below provides a point of reference for the reimbursement amounts and does not
reflect actual reimbursement amounts as the interest rate on Project loans is subject to
change over the course of the Project and the loan term will vary by loan program.
The first request for reimbursement on the interest rate buy-down must be made within 60
days of the Agreement execution date. The final invoice submission must be received within
the Term of the Agreement.
Loan Amount 2.5% Interest Rate Buy-down Reimbursement Amount)*
$5,000 $439.43
$10,000 $878.87
$15,000 $1,318.30
$20,000 $1,757.54
$25,000 $2,197.17
$30,000 $2,636.60
$35,000 $3,076.04
$40,000 $3,515.47
$45,000 $3,954.91
$50,000 $4,394.34
$55,000 $4,833.78
$60,000 $5,273.21
$65,000 $5,712.64
$70,000 $6,152.08
$75,000 $6,591.51
$80,000 $7,030.95
$85,000 $7,470.38
$90,000 $7,909.81
$95,000 $8,349.25
$100,000 $8,788.68
Average interest rate of loan programs as of June 2019 assumed for calculation purposes.
The above chart reflects the interest rate savings on the life of the loan (average of 6 years
assumed) based on a 9.25% interest rate reduced to 6.75% as a result of the interest rate
buy-down.
UDAG Grant Agreement Page 19
PeopleFund—Fort Worth Healthy Food Financing Initiative Rev. 06.19.19
EXHIBIT "D"
FORT WORTH HEALTHY FOOD FINANCING INITIATIVE
INVOICE FORMS
Attachment I
Agency: PeopleFund
Address:
City, State, Zip:
Program: Fort Worth Healthy Food Financing Initiative
Period of Service:
FEIN: 74-2814572
Amount
This Invoice Cumulative to Date
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: Gary Lindner
Title: Chief Executive Officer
UDAG Grant Agreement Page 20
PeopleFund—Fort Worth Healthy Food Financing Initiative Rev. 06.19.19
Attachment II
CITY OF FORT WORTH
NEIGHBORHOOD SERVICES DEPARTMENT
EXPENDITURE WORKSHEET
Agency: PeopleFund
Program: Fort Worth Healthy Food Financing Initiative
Line Check Account
No. No. Date Payee Description Code Amount
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
TOTAL
UDAG Grant Agreement Page 21
PeopleFund—Fort Worth Healthy Food Financing Initiative Rev.06.19.19
EXHIBIT "E"
FORT WORTH HEALTHY FOOD FINANCING INITIATIVE
IMPROVEMENT COMPLETION REPORT
FORT WORTH., City of Fort worth
Improvement Completion Report
L PROJECT INFORMATION -
ComparryJProject Nanrhe
Address of Property subject to Agreerent:
Construction start Date: j � Cflnstrrrttiorn Completiion Date
DAe of k uanoeof the Ceof&3de ofOoctpancyar final Cdy'pm inmpediW n>}sort•I
Property Owner
Projr Carrtattr Title
Telephone Fax E-MaiL-
Properry Owner Address(N Different):
'Please attach a copyofCeffrtficate of Occupancyor City'pass inspecdoW report
11.INVESTMENT VALUATION
REAL PROPERTY
Current Year Appraised Value-land_S
Current Year Appraised Value-Improvements:S
Appraised Value of Improvements Added:S
PERSONAL PROPEM(the value as reported to and certified by the Tarrant Awatsal Lllstrkt
Current Year Appraised Value401achi nery,Equipment and Other Business Personal Property_S
New Machinery and Equipment Costs Incurred During Pmkxk S
Current Year Appraised Value Inverrtorp and Supplier S
Appraised Value of Machinery,Equipment and Other Business Personal Property Added:S
Percentage of haven tory subject to Other Exemphtians(ice.,FreeportiFo eign Trade Zone: %
NI. CCWSMLK- 1ON SPENDING AND S8E SPENDING
Cc mWy names,addresses,and the amounts paid during the construction period should be attached to this repot
CONSTRUCTION
Total Construction Dollars Spent:S
FORT WORTH COMPANIES
Unless specified otherwise in your agreement,a Fort Worth Corrnpahy 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 commibnent set forth in a given agreernent
Total Construction Dollars Spent with Fort Worth Conrhpharhies S
Percentage of Total Construction Doran Spent with Fort Worth Companies: %
UDAG Grant Agreement Page 22
PeopleFund—Fort Worth Healthy Food Financing Initiative Rev.06.19.19
FORT WORTH._: City of Fart Worth
Improvement Completion Report
KI.CONSTRUCTM SPEi' OM AND SBE SPOCOG CONT.
SBE
A Fort Worth Certified SBE Compary is defined as a minorkyorwornan-owned business that nl has received certification as
either a minority business enterprise#24 a woman business enterprise(WE),or a disadvantaged business enterprise
ME)by the North Central Terns Regional Certification Agency{NC7Xft and 04 has a Prudent(Mike 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 VVBE vendors are looted in Fart Worth by
contacting the SBE Mice at(B 17)392-2674 or
Total Construction[Sollars Spent with Fort Worth Certified SK Conquin ies_S
Percw%age of Total Cortstruttion Dollars Spent with Fort Worth Certified SBE Companies
4h
IV,JOB CREATION AIMNTION
Total current Employees at End ofRepating Period:
Total Current Employees that are Fart Worth Residents-
Total Current Employees that are Central City Residents-
Total Current Employees that Qualify as LoodModerate Income_
Please verify that your employees live within Fort Worth by using the interactive map tool found at httn!lmaoitfartwortttexas.
govhED ANao_Once you arrive at the website dick on Employment Incentives Report.Also provide an excel document with all
your employment i dormnation byemai to:
V.ADDITI(]PFAL INR3FM ATION BEATTACF
List al'Business Personal PropertyTanait Appraisal District Acco rrt Numbers&fpk2wto mprt4.nft=w ftpmc
❑List of Real Property Tarrant Appraisal District Account Numbers urppw mmrmpxs,nrn w nopwv crwebumw
❑Copy of Certificate of0ccupancy City Issued?ass Inspection Report'
A Copy of Certification(or the certification number)from the North Central Texas Regional tertMlraRton Agenq far
Each SBE Vendor.
Employee Address Verification Report with Supporting Docrmerst 0kn mdu linng homes addresses of permanent,full-
time employees hired per the agreementand their amual income
i— Documentation that a minimum of 15%of shelf space is dedncated to fresh and affordable healthy food options
VL.CERnRCA,nm
In correction with the review ofthetmaWemantieco nanic deveioprrsent grantagreement for the respective project,
between the City of Fort Worth and Pompany Name)
we confirm,to the best of our knowledge and belief,the fdk w&q representations made to the City of Fort Worth:
1) We are respori'hie forthe infomalion provided in the Project Completion Report
2-) The City o f Fort Worth is responsible for evaluating the criteria and determining that the criteria are appropriate for
meetilg the terns of the agreement.
3) We have made available all information that we believe is relevant to the Project Completion Report
4) We will respond filly to all Inquiries made by the City of Fort Worth doing the review.
UDAG Grant Agreement Page 23
PeopleFund—Fort Worth Healthy Food Financing Initiative Rev. 06.19.19
FORT WORTH City of Fort Worth
Imprc vement Completion Report
V1. CERTIFI CATION CONT_
ow-
Name of Certif,mc Officer: Phore
Title E-mail:
Signature of Certifying Officer: Date:
In order to remain eligible for the Incentives;you must return the completed report(wnhln 60 days of Issuance of a
Certificate of Occupancy or C►ty'pass Inspectlon Report:I by email to Leah Brown at leah.brown;a,fortworthtexas.gov.
If ynu prefer.you may also,provide a hard copy via:
Hand dA%rery: Mail:
City of Fort Worth City of Fort worth
Neighborhood Services Department Neighborhood Services DL:-partrnent
Attn:Leah Brown Attn:Ms.Leah 8TOWn
908 Monroe 200 Texas Street
Fort Worth,Texas 76102 Fort Worth,Texas 76102
For assistance pbeas.e contact Leah Brown at the e-mail above or 1817,092-8638.
UDAG Grant Agreement Page 24
PeopleFund—Fort Worth Healthy Food Financing Initiative Rev. 06.19.19
EXHIBIT "F"
FORT WORTH HEALTHY FOOD FINANCING INITIATIVE
ELIGIBILITY GUIDELINES FOR INTEREST RATE BUY-DOWN APPROVAL
Project Eligibility
A. General Requirements
1. Agency must review and confirm that the desired improvements identified by
each Borrower are economically viable and sustainable.Agency must further
review and confirm that Borrower has the financial capacity and ability to
successfully implement the improvements and comply with the Project's
requirements.
2. Proposed improvements must increase access to fresh and affordable healthy
food options for priority populations identified in Exhibit "A"—Project
Service Area Map.
3. Borrower must demonstrate that significant shelf space (i.e., 15 percent of
current or future shelf space, if additional shelf space is being added,) is
dedicated to the sale of fresh and affordable healthy food options.
4. Borrower must be willing to sign a separate agreement with the City in
substantially a form similar to that attached as Exhibit "G"—Agreement to
Buy Down Interest Rate Template to ensure compliance with the eligibility
requirements herein throughout the Monitoring Period.
5. Agency must present the Agreement to Buy Down Interest Rate between the
City and the Borrower at closing for the Borrower's execution. If the
agreement is not executed in the form provided by City, then the Borrower's
loan will not be eligible for any payment of Funds from the City under this
Agreement.
B. Purpose of Proposed Improvements
1. To open or renovate self-service convenience stores or other grocery retail
outlets primarily selling fresh and affordable healthy food options and other
groceries;
2. Improve a store's ability to stock and sell a variety of fresh and affordable
healthy food options where capacity to carry such options has previously
been limited or nonexistent;
3. Develop a real estate project that will lease space to a grocery retail tenant.
In this case, the Borrower must have a signed lease with a fresh food retail
operator. Projects with multi-tenant uses may be eligible if the development
project is funded proportionately to grocery retailer square footage, allowing
the FWHFFI award to focus only on the grocery retail tenant portion; or
4. Establish the ability to offer fresh and affordable healthy food options in an
existing retail space, such as in a convenience store.
C. Business Location must be within the City of Fort Worth in an area designated as a
food desert and in a zip code identified in Exhibit "A"—Project Service Area Map.
UDAG Grant Agreement Page 25
PeopleFund—Fort Worth Healthy Food Financing Initiative Rev. 06.19.19
Eligibility for Project Borrowers
A. Eligible Borrowers can be for-profit or non-profit entities that can provide high
quality fresh and affordable healthy food options and are:
1. Regional grocery chains,
2. Singular grocery retail outlets,
3. Food hubs,
4. Farmer's markets,
5. Mobile markets, or
6. Other qualified food retail models.
B. Ineligible Borrowers are
1. those that fail to demonstrate a commitment to offer fresh healthy foods;
2. large department stores that specialize in many different types of goods, of
which groceries are only one department;
3. restaurants, cafes, or bakeries; or,
4. businesses with alcohol or tobacco retail sales as the primary source of
revenue.
Project Activities
A. Eligible Activities
1. Pre-Development: to pay for the early costs associated with project feasibility
including professional fees (e.g. architectural, engineering, etc.), market
studies, appraisals, and deposits on land and buildings.
2. Site Assembly and Infrastructure Improvement: to pay for acquisition,
demolition, environmental remediation, unstable foundations and soil
conditions, and other costs associated with site and infrastructure
improvement.
3. Construction,Rehabilitation, or Expansion: to construct, rehabilitate, or
expand the interior and/or exterior of the retail space.
4. Equipment: to install or upgrade equipment, machinery, furnishings or
interior fit-out, especially as necessary to increase the inventory and sale of
fresh fruit and vegetables.
5. Staff Training: to pay for training new or existing staff, especially in such
areas as safe food handling techniques, sanitation, and management of fresh
fruits and vegetables.
6. Security: to pay for security staff, security training, and security related
equipment and site design features to create a safe environment in a
neighborhood setting.
7. Inventory and Working Capital: to cover first-time inventory or other
working capital expenses necessary to the sale of fresh and affordable
healthy food options and the initial operations of the business.
B. Ineligible Activities
1. Funding solely for refinancing existing debt.
UDAG Grant Agreement Page 26
PeopleFund—Fort Worth Healthy Food Financing Initiative Rev. 06.19.19
2. Payment of any tax liabilities/liens, or judgments.
3. Use to support political or religious activities.
4. Buying out any stockholder or equity holder in the Borrower's business.
5. Buying out or reimbursing any family member.
6. Investment real estate (non-owner occupied).
UDAG Grant Agreement Page 27
PeopleFund—Fort Worth Healthy Food Financing Initiative Rev. 06.19.19
EXHIBIT "G"
FORT WORTH HEALTHY FOOD FINANCING INITIATIVE
AGREEMENT TO BUY DOWN INTEREST RATE TEMPLATE
UDAG Grant Agreement Page 28
PeopleFund—Fort Worth Healthy Food Financing Initiative Rev. 06.I9.19
AGREEMENT TO BUY DOWN INTEREST RATE BETWEEN
AND THE CITY OF FORT WORTH
1. PARTIES. The parties to this Agreement to Buy Down Interest Rate ("Agreement") are the
City of Fort Worth, Texas ("City") and ("Obligor"). The City and
Obligor shall be referred to as Party individually and Parties collectively.
2. TERM. This Agreement will become effective on the date it is executed by both parties
("Effective Date") and will remain in effect until the third anniversary of the date of
execution("Expiration Date").
3. CONSIDERATION. Obligor agrees that in consideration of City's performance of the
responsibilities listed below in section 5, Obligor shall perform the duties assigned to it in
section 5. Obligor agrees that it has accepted this exchange of promises as good and valuable
consideration and that City relied on Obligor's promise to perform its responsibilities under
section 5 of this Agreement in deciding whether City would perform. City agrees that in
consideration of Obligor's promise to perform and actual performance of the responsibilities
listed below in section 5, City shall perform the duties assigned to it in section 5. City agrees
that it has accepted this exchange of promises as good and valuable consideration.
4. Underlying Loan. The following shall describe the loan made between Obligor and
PeopleFund ("Lender") for which the City will reimburse Lender a certain amount in order to
buy-down the Obligor's interest rate, which shall be referred to as "Loan."
Date:
Borrower:
Lender:
Property:
Loan Amount:
Loan Number:
Buy Down Amount:
UDAG Grant Agreement Page 29
PeopleFund—Fort Worth Healthy Food Financing Initiative Rev. 06.19.19
5. RESPONSIBILITIES:
5.1 City agrees to:
1. Reimburse Lender the Buy-Down Amount ("Funds"), so that Obligor receives a lower,
more favorable interest rate for the Loan for eligible improvements to Obligor's business.
2. Monitor, either directly or through a third party, Obligor's compliance with the terms
and conditions of this Agreement through the Term of this Agreement.
3. Notify Obligor in writing within 30 days if City becomes aware that Obligor is not in
compliance with the terms of this Agreement, upon which time Obligor shall have 30 days to
cure any violation.
5.2 Obligor agrees to:
1. Dedicate 15% of its current or future shelf space, if shelf space is added with Loan
funds, to the sale of fresh and affordable healthy food options throughout the entire
Term of this Agreement.
2. Allow the City or a third party on behalf of the City to enter the Property for the
purpose of ensuring compliance with this Agreement on an occasional basis at any
time during operating hours. Failure to allow the City or a third party on its behalf to
enter the Property and monitor compliance with this Agreement shall be deemed a
breach of contract and the City shall be entitled to repayment by Obligor of the Funds
in compliance with section 6 of this Agreement.
6. REPAYMENT OF FUNDS. Repayment of the Funds will only be required if (i) Obligor
sells, conveys, or leases the Property and the new owner or tenant does not assume this
Agreement; or (ii) Obligor does not otherwise comply with the terms of this Agreement. If
repayment of Funds is authorized under this provision and the City makes a written demand
on Obligor for repayment of the Funds, Obligor must repay the Funds in full within 30 days,
unless the City agrees in writing to allow for a longer repayment period. Repayment shall be
made to the City of Fort Worth and delivered to the Neighborhood Services Department,
Care of Assistant Director, at 200 Texas Street, Fort Worth, Texas 76102.
7. 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.
8. GOVERNING LAW AND VENUE: This Agreement shall be construed in accordance with
the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is
brought on the basis of this Agreement, venue for such action 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.
UDAG Grant Agreement Page 30
PeopleFund—Fort Worth Healthy Food Financing Initiative Rev. 06.19.19
9. IMMUNITY. The City does not waive its sovereign immunity by entering into this
Agreement, and shall fully retains all immunities and defenses provided by law or otherwise
with respect to any action based on or occurring as a result of this Agreement.
10. LIABILITY AND INDEMNIFICATION.
10.1 LIABILITY — OBLIGOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND
OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT
CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF ANY THIRD PARTY OR OBLIGOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES OR BY A CONDITION OF
THE PROPERTY, OBLIGOR LOCATIONS, OR IMPROVEMENTS THEREON.
10.2 GEI."ERAL INDEMNIFICATION — OBLIGOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS
AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CA USED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF OBLIGOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES OR BY A CONDITION OF
THE PROPERTY, OGBLIGOR LOCATIONS, OR IMPROVEMENTS THEREON.
This section shall survive the expiration or termination of this Agreement.
11. AUDIT. To the extent any funds are exchanged in connection with Agreement between the
Parties, City shall, until the expiration of 3 years after final payment under this Agreement, or
the final conclusion of any audit commenced during the said 3 years, have access to and the
right to examine at reasonable times any directly pertinent books, documents, papers and
records of Obligor involving transactions relating to this Agreement at no additional cost to
City. The Parties acknowledge that no funds shall be exchanged for any reason in
accordance with this Agreement unless and except Obligor must repay the Funds.
12. NO THIRD PARTY BENEFICIARY. For purposes of this Agreement, the Parties
specifically agree that the Agreement only affects matters between the Parties to this
Agreement, and is in no way intended by the Parties to benefit or otherwise affect any third
person or entity.
13. COMPLIANCE WITH ALL LAWS. The Parties shall comply with all applicable local or
general regulations, federal, state and local laws and ordinances, as well as lawful
requirements of all competent authorities.
UDAG Grant Agreement Page 31
PeopleFund—Fort Worth Healthy Food Financing Initiative Rev. 06.19.19
14. INDEPENDENT CONTRACTOR. The Parties do not intend to enter into a legal
partnership, as that term is used to describe a legal entity and to involve joint and several
liabilities. Obligor shall operate hereunder as an independent contractor and not as an officer,
agent, servant or employee of City. Likewise, City shall operate hereunder as an independent
contractor and not as an officer, agent, servant or employee of the Obligor. Neither Party
shall be responsible under the Doctrine of Respondeat Superior for the acts and omissions of
the officers, members, agents, servants, employees, or officers of the other.
15. TERMINATION. City may terminate this Agreement at any time, by providing Obligor
party with 10 days' written notice of termination.
16. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he
or she has the legal authority to execute this Agreement on behalf of his or her respective
party, and that such binding authority has been granted by proper order, resolution,
ordinance, or other authorization of the entity. The other party is fully entitled to rely on this
warranty and representation in entering into this Agreement.
[SIGNATURE PAGE FOLLOWS]
UDAG Grant Agreement Page 32
PeopleFund—Fort Worth Healthy Food Financing Initiative Rev. 06.19.19
EXECUTED to be effective as of the Effective Date:
CITY OF FORT WORTH:
By:
Fernando Costa, Assistant City Manager
Date:
APPROVED AS TO FORM AND LEGALITY:
By:
<Name and Title>
ATTEST:
By:
City Secretary
M&C:Not Required
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.
<Name and Title>
Date
PEOPLEFUND, a Texas nonprofit corporation
By:
<Name and Title>
Date:
UDAG Grant Agreement Page 33
PeopleFund—Fort Worth Healthy Food Financing Initiative Rev. 06.19.19
Official site of the City of Fort Worth,Teas
CITY COUNCIL AGENDA FART H
Ir-
COUNCIL ACTION: Approved on 8/14/2018
REFERENCE,, 19FORT WORTH HEALTHY FOOD
DATE: 8/14/2018 NO.: C-28791 LOG NAME: FINANCING INITIATIVE
CODE: C TYPE: CONSENTPUBLIC NO
HEARING:
SUBJECT: Authorize Execution of a Contract with PeopleFund in the Amount of$50,000.00 of Urban
Development Action Grant Miscellaneous Revenue for a Pilot Project to Establish the Fort
Worth Healthy Food Financing Initiative,Authorize a One-Year Extension,and Authorize
Execution of Related Contracts(ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize expenditure in the amount of$50,000.00 of Urban Development Action Grant
miscellaneous revenue in the form of a Contract with PeopleFund for a Pilot Project to Establish the
Fort Worth Healthy Food Financing Initiative;
2. Authorize the City Manager or his designee to execute a Contract and any related documents with
PeopleFund for a one-year term beginning on the date of execution;
3. Authorize the City Manager or his designee to extend the Contract for one year if such extension
is necessary for completion of the project;and
4.Authorize the City Manager or his designee to amend the Contract if necessary to achieve project
goals provided that the amendment is within the scope of the project and in compliance with City
policies and applicable laws and regulations governing the use of federal funds.
DISCUSSION:
The Fort Worth Healthy Food Financing Initiative(FWHFFI)is an innovative approach aimed at
increasing fresh food options and providing job opportunities in underserved communities in the City
of Fort Worth. It is a partnership between the City of Fort Worth and PeopleFund,which is a
Community Development Financial Institution(CDFI)and nonprofit organization that improves
underserved communities by providing small business loans as well as business assistance and
education to people with otherwise limited access to such resources.The FWHFFI will provide
forgivable and low interest rate loans to support grocery development in areas of the City with low
supermarket density or below average grocery sales and where at least 51%of the households are
low-to moderate-income.The City will provide an initial investment of$50,000.00 in public funds to
serve as an interest rate buy down for$500,000.00 in privately financed loans that PeopleFund will
provide.The City's grant funds will reduce the average interest rate on an FWHFFI loan by 2.5%,
which will save borrowers in the program a total of over$105,000.00 in interest.
Funds will be used to support the creation,rehabilitation,or expansion of grocery or convenience
stores,farmer's markets or other food retailers that can demonstrate that a significant amount of the
applicant's shelf space will be dedicated to the sale of fresh fruit and vegetables.Additional eligible
uses for the loan funds include pre-development,site assembly and infrastructure improvement,the
purchase and installation of equipment and interior furnishings;staff training,security,and inventory
and working capital for initial start-up costs.
The funding source for this grant will be lease revenues received by the City under its lease to the
downtown Hilton Fort Worth Hotel(City Secretary Contract No.11085,as amended and assigned)of
the adjacent underground parking garage,which is owned by the City and was constructed using
UDAG funds received from the United States Department of Housing and Urban Development
(HUD),pursuant to a 1979 Grant Agreement(City Secretary Contract No. 10610).The UDAG Grant
is closed out and therefore these funds are considered to be"miscellaneous revenue".The project
sites will be located in Community Development Block Grant-eligible census tracts,which qualifies
the project for the use of UDAG miscellaneous revenue.
Staff has reviewed the project and has determined that it meets federal requirements for use of
UDAG miscellaneous revenue.Staff recommends executing a$50,000.00 contract with PeopleFund,
on the following terms:
•Term of the Contract will be one year with one one-year extension;
•Funds may only be used to support the creation,rehabilitation,or expansion of grocery or
convenience stores,farmer's markets,mobile markets,or other food retailers in areas of the
city
with low supermarket density or below average grocery sales and where at least 51%of the
households are low-to moderate-income;
•Funds may only be used to support grocers or other food retailers that can demonstrate that
a significant amount of the applicant's shelf space will be dedicated to the sale of fresh fruit
and vegetables;
•PeopleFund will coordinate with Councilmembers in target areas to identity opportunities
for investment/assistance and market the assistance that can be provided;and
•PeopleFund will provide a comprehensive outreach and marketing plan that will
detail strategies for reaching out to various constituencies including neighborhood
organizations,business advocacy organizations(e.g.,Fort Worth Black Chamber,
Hispanic Chamber,etc.)and other population segments and potential clientele that would
benefit from the program within 30 days of contract finalization.
The project loan funds will be offered city-wide.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget,as
appropriated,of the Grants Fund. Prior to an expenditure being made,the participating department
has the responsibility to validate the availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year I (Chartfield 2)
FROM
Fund I Department Account Project Program Activity Budget Reference# Amount
ID I I ID I I Year (Chartfield 2)
Submitted for City Manager's Office by_ Fernando Costa(6122)
Originating Department Head: Aubrey Thagard(8187)
Additional Information Contact: Chad LaRoque(2661)
ATTACHMENTS
Fort Worth Healthy Food Financing Initiative(FWHFFI)Target Areas.g_df
PF Form 1295.pdf