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HomeMy WebLinkAbout1997/07/01-Minutes-Fort Worth Local Development Corporation (FWLDC) (4) MINUTES OF THE FORT WORTH LOCAL DEVELOPMENT CORPORATION PRE-COUNCIL CHAMBERS TUESDAY, JULY 1, 1997 2:00 P.M. Board members present: Secretary Becky Haskin, Kenneth Barr, Cathy Hirt, Chuck Silcox, and Eugene McCray. (City Council Members McCloud, Picht and Wentworth were present, but could not participate prior to the adoption of an M&C including them on the LDC). Council Member Lane was absent. The meeting was called to order by Secretary Haskin, and the minutes of the meeting of April 29, 1997 were approved. Discussion and Adoption of Resolution Authorizing Application to the United States Department of Health and Human Services for funding Under the Jobs for Low-Income Individuals Program. Mr. Joe Paniagua appeared before the Board and discussed the JOLT grant, indicating that the City had a better chance to receive it this year. After a brief discussion, Mr. McCray made a motion to adopt the resolution, and Mr. Barr seconded the motion. The motion carried unanimously. Adjournment. The meeting adjourned at 2:30 p.m. Becky Haskin, Presiding Officer RESOLUTION A RESOLUTION APPROVING THE TERMS OF TWO CONTRACTS: 1. A CONTRACT BETWEEN THE CITY OF FORT WORTH AND THE FORT WORTH LOCAL DEVELOPMENT CORPORATION, 2. A CONTRACT BETWEEN THE FORT WORTH LOCAL DEVELOPMENT CORPORATION AND MINYARD FOOD STORES, INC; AND AUTHORIZING THE PRESIDENT OF THE BOARD OF THE FORT WORTH LOCAL DEVELOPMENT CORPORATION TO EXECUTE THE CONTRACTS WHEREAS, the City of Fort Worth ("City") will receive a sum of money in the amount of$6,600,000.00 from the United States Department of Housing and Urban Development ("HUD") through the Section 108 Loan Program of the Community Development Block Grant("CDBG"); and WHEREAS, the primary purpose of the CDBG Program is to benefit low and moderate income citizens of Fort Worth; and WHEREAS, the City will disburse this $6,600,000.00 to the Fort Worth Local Development Corporation ("FWLDC") in a single-sum advance and as principal of a twenty (20)year loan; and WHEREAS, the FWLDC agrees to lend this $6,600,00.00 to Minyard Food Stores, Inc. ("Minyard")through a twenty (20) year non-recourse loan; and WHEREAS, Minyard agrees to use this loan to construct a Minyard Food Store and a shopping center in the southeast part of Fort Worth to benefit the low and moderate income citizens in the City; and WHEREAS, it is considered necessary for the FWLDC to execute a contract between itself and the City to'facilitate the loan transaction so that it can lend the money to Minyard; and NOW THEREFORE BE IT RESOLVED BY THE BOARD OF THE FORT WORTH LOCAL DEVELOPMENT CORPORATION: 1. That it approves the terms of the attached contracts between the City and the FWLDC and between the FWLDC and Minyard; and 2. That it authorized its Presiding Officer of the Board, Becky Haskin,to execute the attached contracts. Approved this day of , 1997,by the Board of the Fort Worth Local Development Corporation. BeckyOaskm., Presiding Officer STATE OF TEXAS § COUNTY OF TARRANT § e THIS contract is made and entered into by and between the City of Fort Worth("City"), acting through Mike Groomer, its duly authorized Assistant City Manager, and the Fort Worth Local Development Corporation("Contractor"),acting through Becky Haskin,its duly authorized Secretary and Presiding Officer. Contractor's business address is 1000 Throckmorton St., Fort Worth, Texas, 76102- 6311. WHEREAS,the City of Fort Worth has been notified that it will receive funding from the United States Department of Housing and Urban Development("HUD")through the Section 108 Loan program for Funding Cycle 1997-1998; and, WHEREAS, the primary purpose of the Section 108 Program is to benefit low and moderate income citizens of Fort Worth; and,. WHEREAS, the citizens and the City Council of Fort Worth have determined that economic development programs are needed by low and moderate income citizens of Fort Worth; NOW, THEREFORE, THIS AGREEMENT FURTHER WITNESSETH: THAT,the parties covenant and agree as follows: 1. Scope of Services a. Contractor will provide and administer economic development services to citizens of the City of Fort Worth under the program name Minyard Southeast Center Section 108 Loan Program ("Program"), for the term August 1, 1997 to July 31, 2017. b. Contractor will provide the services and activities delineated in Exhibit A-Program Summary in accordance with Exhibit B-Program Services Schedule. c. Contractor agrees to meet the National Objective of activities benefitting low and moderate income individuals through the provision of job creation/retention or area benefit and to maintain full documentation supporting fulfillment of this National Objective in its files. d. City will monitor the performance of the Contractor against the goals and performance standards required herein. Substandard performance as determined by City will constitute non- compliance with this Agreement. If action to correct such substandard performance is not taken by Contractor within a reasonable period of time after being notified in writing by City, contract suspension or termination procedures will be initiated. 2. Compensation and Method of Payment a. City will disburse Section 108 funds in an amount up to $6,600,000 to Contractor on a single- sum advance of funds basis as a 20 year loan at the annual interest rate specified in Exhibit A. b. Payment will be processed by City following receipt from Contractor of the following quarterly financial documents: (1) Attachment I-Sub-Grantee's Request For Funds, (2) Attachment II-Detail Statement of Costs, and (3) Attachment III-Expenditures Worksheet Report. Reimbursement for the payment of eligible expenses shall be made against the line item budget specified in Exhibit C- Program Operating Budget and in accordance with performance specified in Exhibit B-Program Services Schedule. c. Contractor agrees to utilize all disbursed Section 108 funds for the benefit of the Program. Contractor agrees that funds will be expended in accordance with the Program Operating Budget. Contractor may not increase or decrease line-item amounts in the approved Section 108 Program Operating Budget without prior written approval by the City. d. It is understood that the total cost for operation of this program is $6.6 million and that Contractor will obtain any remaining funds in excess of the Section 108 amount as detailed in the Program Operating Budget elsewhere. Contractor will notify City promptly of any additional funding it receives for operation of the Program, and City reserves the right to amend the Program Operating Budget in such instances. e. Contractor agrees to keep any Section 108 monies on hand in interest bearing accounts. All interest earned shall be reported to City on a quarterly basis, at the same time as submission of the quarterly report following the end of the contract quarter during which the interest was earned. City. f. Contractor will not commingle Section 108 monies with any other funds in any manner which would prevent City from readily identifying program expenditures for operation of the Program. 3. Uniform Administrative Requirements and Program Management Standards a. Financial Management L Accounting Standards Contractor agrees to comply with OMB Circular A-110 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. ii. Cost Principles Contractor shall administer the Program in conformance with OMB Circular A-122, "Cost Principles for Non-Profit Organizations" and attachments and revisions thereto, regarding principles for determining costs for the Program. b. Documentation and Record Keeping L Requirement Contractor shall maintain all records pertinent to the activities to be funded under this Agreement required by HUD regulations specified in 24 CFR § 570.506 or elsewhere as applicable. In addition, Contractor agrees to keep records to fully document all expenditures charged to the Section 108 program. The documentation must support the amounts charged to Program and demonstrate that the expenditures were appropriate to the stated goals of the Program and allowable under applicable federal, state and City guidelines. ii. Retention (1) All records pertaining to Program shall be retained for five (5) years following the date of termination of this contract. Contractor may destroy Program records at the end of this five (5) year period if no outstanding audit finding exists. (2) Contractor will retain Program loan records until five (5) years after the expiration of the loan. 2 iii. Property Records The contractor shall maintain real property inventory records which clearly identify properties purchased, improved, or sold. Properties retained shall meet eligibility criteria and shall conform with 24 CFR § 570.505 or other applicable regulations. iv. Close Outs The Contractor's obligation to City shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to City), and determining the custodianship of records. v. Audits and Inspections (1) City, HLTD, and the United States Comptroller General, or their representatives, shall have access to any books, documents, records and papers relating to the operations of Contractor under this Agreement for the purpose of audit, examination, exception and transcription at all reasonable hours at all offices of Contractor. (2) For all contracts in the amount of $25,000 or more, Contractor must submit to City an annual audit prepared in accordance with 24 CFR Sections 570.502-570.503 generally, with specific reference to OMB Circulars (with attachments) A-122 and A-133 as appropriate. The audit may cover either Contractor's fiscal year during which this contract is in force or cover the period of this contract. The audit must be prepared by an independent certified public accountant, be completed within twelve (12) months following the end of the period being audited and be submitted to City within thirty (30) days of its completion. Contractor's audit schedule is attached hereto as Exhibit D - Audit Schedule. Costs of preparation of this audit may be an allowable expenditure of Section 108 funds in an amount proportional to that of the Section 108 funds used in contractor's total agency operating budget. (3) City reserves the right to perform an audit of Contractor's program operations and finances at any time during the term of this contract, if City determines that such audit is necessary for City's compliance with OMB Circular A-128. Contractor agrees to allow access to all pertinent materials. If such audit reveals a questioned practice or expenditure, such questions must be resolved within fifteen (15) days after notice to Contractor. If questions are not resolved within this period, City reserves the right to withhold further funding under this and/or future contract(s). (4) If as a result of any audit it is determined that Contractor has misused, misapplied or misappropriated all or any part of the grant funds described herein, Contractor agrees to reimburse the City the amount of such monies so misused, misapplied or misappropriated, plus the amount of any sanction, penalty or other charge levied against City because of such misuse, misapplication or misappropriation. 4. Reporting Procedures a. Program Income Contractor agrees that all program income from operation of the Program in proportion to the amount of Section 108 funds received hereunder will be expended prior to expending Section 108 monies and that any such program income is subject to the terms of this contract. Section 108 monies may be expended by the Contractor only if program income is insufficient to meet all eligible program activity expenses. Contractor agrees to return to City at the end of the Contract any remaining program income earned from operation of the Program in proportion to the amount of CDBG funds in the overall operating budget. b. Progress Reports 3 i. Contractor will submit quarterly Attachment IV- Program Services Report to City for services and activities undertaken by Contractor in performance of this contract. The report will be signed by a duly authorized agent of Contractor and submitted by the 15`l' of the month following the quarter which is reported. The City is under no obligation to disburse funds for expenditures which occurred prior to the first day of the month for which the report is submitted. c. Procurement i. Compliance The Contractor shall comply with City policy concerning the purchase of equipment and shall maintain inventory records of all non-expendable personal property, as defined by such policy, procured with funds provided herein. ii. OMB Standards The Contractor shall procure all materials, property, or services in accordance with the requirements of OMB circular A-110, Procurement Standards, and shall subsequently comply with Attachment N, Property Management Standards as modified by 24 CFR 570.502(b)(6), covering utilization and disposal of property. 5. Reversion of Assets a. Contractor agrees to return to City any Section 108 funds remaining on hand at the end of the Contract. b. All property purchased with CDBG funds under this contract will be used solely for operation of the Program. Contractor agrees to obtain City approval prior to purchase of property. Contractor agrees to notify City upon receipt of property so that it may be properly tagged and inventoried. Title to such property will be vested with the City, and, at the termination of the Program for which CDBG funds have been received, Contractor will deliver all such property to City for disposition at City's sole discretion. 6. Applicable Laws a. Federal Contractor agrees to comply with the following laws and the regulations issued thereunder as they are currently written or are hereafter amended during performance of this contract: • Title VI of the Civil Rights Act of 1964(42 USC 2000d et seq) • Title VI II of the Civil Rights Act of 1968 (42 USC 3601 et seq) • Executive Orders 11063, 11246, as. amended by 11375 and as supplemented by Department of Labor regulations (41 CFR , Part 60) • The Age Discrimination in Employment Act of 1973 (29 USC 794) • Section 504 of the Rehabilitation Act of 1973 (29 USC 794) • The Immigration Reform and Control Act of 1986 (Pub. L. 99-603, 100 Stat. 3359 , as amended), specifically including the provisions requiring employer verification of the legal status of its employees • The Housing and Community Development Act of 1987 (Pub. L. 100-242, 101 Stat. 1815, as amended) • The Americans with Disabilities Act of 1990 (42 USC 12101 et seq) b. Other Laws Contractor covenants and agrees that its officers, members., agents, employees, program participants and subcontractors shall abide by and comply with all other laws, federal, state and local, relevant to the performance of this contract, including all ordinances, rules and regulations of the City of Fort 4 Worth and the Housing and Community Development Act of 1974 (Pub. L. 93-383, 885 Stat. 633,), as amended, and all regulations pertaining thereto. Contractor further promises and agrees that it has read, and is familiar with, terms and conditions of the Community Development Block Grant, and the Section 108 Loan Program under which funds are granted and that it will fully comply with same. It is agreed and understood that, if City calls the attention of Contractor to any such violation on the part of Contractor or any of its officers, members, agents, employees, program participants or subcontractors, then Contractor shall immediately desist from and correct such violation. 7. Nondiscrimination a. Contractor, in the execution, performance or attempted performance of this contract and agreement, will not unlawfully discriminate against any person or persons because of sex, race, religion, age, disability, color or national origin, nor will Contractor permit its officers, members, agents, employees, subcontractors or program participants to engage in such discrimination. b. In accordance with the policy of the Executive Branch of the federal government, Contractor covenants that neither it nor any of its officers, members, agents, employees,program participants or subcontractors, while engaged in performing this contract, shall, in connection with the employment, advancement or discharge of employees or in connection with the terms, conditions or privileges of their employment, discriminate against persons because of their age except on the basis of bona fide occupational qualification, retirement plan or statutory requirement. c. Contractor further covenants that neither it nor its officers, members, agents, employees, subcontractors, program participants, or persons acting on their behalf, shall specify, in solicitations or advertisements for employees to work on this contract, a maximum age limit for such employment unless the specified maximum age limit is based upon a bona fide occupational qualification,retirement plan or statutory requirement. d. In accordance with the provisions of the Americans With Disabilities Act of 1990 ("ADA"), Contractor warrants that it and any and all of its subcontractors will not unlawfully discriminate on the basis of disability in the provision of services to the general public, nor in the availability, terms and/or conditions of employment for applicants for employment with Contractor, or employees of Contractor or any of its subcontractors. Contractor warrants it will fully comply with ADA's provisions and any other applicable federal, state and local laws concerning disability and will defend, indemnify and hold City harmless against any claims or allegations asserted by third parties or subcontractors against City arising out of Contractor's and/or its subcontractors' alleged failure to comply with the above-referenced laws concerning disability discrimination in the performance of this agreement. e. This agreement is made and entered into with reference specifically to the ordinances codified at Chapter 17, Article M, Division 3 ("Discrimination in Employment Practices"), of the City Code of the City of Fort Worth, and Contractor hereby covenants and agrees that Contractor, its officers, members, agents, employees and subcontractors, have fully complied with all provisions of same and that no employee, employee-applicant or program participant has been discriminated against by the terms of such ordinances by either the Contractor or its officers, members, agents, employees or subcontractors. 8. Prohibition Against Interest a. No member, officer or employee of City or its designees or agents; no member of the governing body of the locality in which the Program is situated; and no other public official of such locality or localities, who exercises any functions or responsibilities with respect to the Program funded hereunder during his or her tenure or for one year thereafter, shall have any interest, direct or 5 indirect, in any contract or subcontract, or the proceeds thereof,for work to be performed hereunder. Contractor shall incorporate, or cause to be incorporated, like language prohibiting such interest in all contracts and subcontracts hereunder. b. No member, officer, employee, or program participant of Contractor or its subcontractors shall have a financial interest, direct or indirect, in this contract or the monies transferred hereunder or be financially interested, directly or indirectly, in the sale to Contractor of any land, materials, supplies or services purchased with any funds transferred hereunder, except on behalf of Contractor, as an officer, employee, member or program participant. Any willful violation of this paragraph with the knowledge, expressed or implied, of Contractor or its subcontractors shall render this contract voidable by the City of Fort Worth. 9. Minority and Women Business Enterprise Commitment To the extent allowed by applicable federal regulations, Contractor agrees to abide by the City of Fort Worth's policy to involve minority and women business enterprises (M/WBEs) in all phases of its procurement practices and to provide them an 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. Therefore, Contractor agrees to incorporate the policies embodied in City Ordinance No. 11923, and all amendments or successor policies thereto, into all contracts and to the extent allowed by applicable law and regulation, will further require all persons or entities with whom it contracts to comply with said Policy. 10. Non-Assignment Contractor will not convey any property, real, personal or mixed, acquired in the course of performance of this contract, nor assign any or all of its rights or obligations of performance under this contract without the prior written approval of City. Any purported conveyance or assignment without such approval will be a breach of this contract and void in all respects. 11. Independent Contractor a. Contractor shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of City. Contractor shall have exclusive control of, and the exclusive right to control, the details of the work and services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, members, agents, servants, employees, subcontractors, program participants, licensees or invitee. The doctrine of respondeat superior shall not apply as between City and Contractor, its officers, members, agents, servants, employees, subcontractors, program participants, licensees or invitees, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Contractor. It is expressly understood and agreed that City does not have the legal right to control the details of the tasks performed hereunder by Contractor, its officers, members, agents, employees, subcontractors, program participants, licensees or invitees. b: City shall in no way nor under any circumstances be responsible for any property belonging to Contractor, its officers, members, agents, employees, subcontractors,program participants, licensees or invitees, which may be lost, stolen, destroyed or in any way damaged; and Contractor hereby indemnifies and holds harmless City and its officers, agents, and employees from and against any and all claims or suits. 6 12. Indemnification a. Contractor covenants and agrees to indemnify, hold harmless and defend, at its own expense, City and its officers, agents, servants and employees from and against any and all claims or suits for property loss or damage and/or personal injury, including death, to any and all persons, of whatsoever kind or character, whether real or asserted, arising out of or in connection with the execution, performance, attempted performance or nonperformance of this contract and agreement and/or the operations, activities and services of the Program described herein, whether or not caused, in whole or in part, by alleged negligence of officers, agents, servants, employees, contractors or subcontractors of City; and Contractor hereby assumes all liability and responsibility of City and its officers, agents, servants, and employees for any and all claims or suits for property loss or damage and/or personal injury, including death, to any and all persons, of whatsoever kinds or character, whether real or asserted, arising out of or in connection with the execution, performance, attempted performance or non-performance of this contract and agreement and/or the operations, activities and services of the programs described herein, whether or not caused in whole or in part, by alleged negligence of officers, agents, servants, employees, contractors or. subcontractors of City. Contractor likewise covenants and agrees to and does hereby indemnify and hold harmless City from and against any and all injury, damage or destruction of property of City, arising out or in connection with all acts or omissions of Contractor, its officers, members, agents, employees, subcontractors, invitees, licensees, or program participants, or caused, in whole or in part, by alleged negligence of officers, agents, servants, employees, contractors or subcontractors of City. 13. Waiver of Immunity If Contractor, as a charitable or nonprofit organization, has or claims an immunity or exemption (statutory or otherwise) from and against liability for damages or injury, including death, to persons or property; Contractor hereby expressly waives its rights to plead defensively such immunity or exemption as against City. This section shall not be construed to affect a governmental entity's immunities under constitutional, statutory or common law. 14. Termination a. In addition to, and not in substitution for, other provisions of this Agreement regarding the provision of services with Section 108 funds, pursuant to Title I of the Housing and Community Development Act of 1974, as amended, it is expressly understood and agreed by and between the parties hereto that this agreement is wholly conditioned upon the actual receipt by City of Section 108 Funding Cycle 1997-1998 funds; that all monies distributed to Contractor hereunder shall be exclusively from Federal monies received under said grant and not from any monies of City; and that if such funds under said grant are not timely forthcoming, in whole or in part, City may, at its sole discretion, terminate this contract and agreement and City shall not be liable for payment for any work or services performed by Contractor under or in connection with this contract. b. City may terminate this contract whenever such termination is determined to be in the best interest of City, in event of Contractor's default, inability or failure to perform or to comply with any of the terms herein, or for other good cause. In the event of termination, in addition to any other remedies available under this contract or at law, City may take over operation of Program and require Contractor to convey to City all right, title and interest in any property, real, personal or mixed, held by Contractor pursuant to its operation of the Program. City and Contractor agree that the requirement of conveyance immediately foregoing is enforceable by specific performance. c. The parties acknowledge that Section 108 funds paid hereunder are intended to provide only partial funding for Contractor's program operations. If non-Section 108 funds included in the Operating Budget are not forthcoming to Contractor during the contract term, City may terminate this contract. d. Section 108 funds provided hereunder may not be used as collateral for loans to Contractor to defray program operation expenses, and any attempted use of Section 108 funds for this purpose will result in termination of this contract by City. e.. Termination will be effected by written notice to Contractor, specifying the portions of the contract affected and the effective date of termination. Upon Contractor's receipt of such termination notice, Contractor will: ® Stop work under the contract on the date and to the extent specified by City; ® Cease expenditures of Section 108 monies, except as necessary for completion of the portions of the contract not terminated; and ® Terminate all orders and contracts to the extent that they relate to terminated portions of the contract. L Contractor will return to City any unused monies previously advanced by City under this contract within thirty (30) days of the effective date of contract termination. City will have no responsibility or liability for Contractor's expenditures or actions occurring after the effective date of contract termination. 15. Certification Regarding Lobbying a. The undersigned representative of Contractor hereby certifies, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement and the extension,, continuation, renewal, amendment, or modification of any federal contract, grant, loan or cooperative agreement. Contractor shall require that the language of this certification be included in all subcontracts or agreements involving the expenditure of federal funds. b. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan or cooperative agreement, Contractor shall complete and submit Standard Form.-LLL, Disclosure Form to Report Lobbying," in accordance with its instructions. 16. Miscellaneous Provisions a. All terms of this contract shall apply to any and all subcontractors of Contractor who are in any way paid with Section 108 funds or who perform any work in connection with Contractor's program. b. The provisions of this agreement are severable, and, if for any reason a clause, sentence, paragraph or other part of this agreement shall be determined to be invalid by a court or federal or state agency, board or commission having jurisdiction over the subject matter thereof, such invalidity shall not affect other provisions which can be given effect without the invalid provision. 8 c. The failure of the City to insist upon the performance of any term or provision of this agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's right to assert or rely upon any such term or right on any future occasion. d. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, attempted performance or nonperformance of this contract and agreement, venue for said action shall lie in Tarrant County, Texas. . e. This written instrument and the exhibits attached hereto, which are incorporated by reference and made a part of this contract for all purposes, constitute the entire agreement between the parties hereto concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral or written agreement which purports to vary from the terms hereof shall be void. Any amendments to the terms of this contract must be in writing and must be approved by each party to this contract. 9 IN WITNESS VMREOF,the parties hereto have executed four copies of this contract in Fort Worth, Tarrant County, Texas,this day of ,A.D. 19 CITY OF FORT WORTH FORT WORTH LOCAL DEVELOPMENT CORPORATION B By: Mike Groomer Becky Haskin Assistant City Manager Presiding Officer APPROVED AS TO FORM AND LEGALITY: F rney bq Date ATTEST: City Secretary STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME,the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Mike Groomer,known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and that he executed the same as the act of said City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of , A.D. 19 Notary Public in and for the State of Texas STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME,the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Becky Haskin,known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same for the purposes and consideration therein expressed, as the act and deed for and in the capacity therein stated as its duly authorized officer or representative. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of , A.D. 19 Notary Public in and for the State of Texas EXHIBIT A 1997-1998 HUD SECTION 109 LOAN PROGRAM SUMMARY FORT WORTH LOCAL DEVELOPMENT CORPORATION MINYARD SOUTHEAST CENTER SECTION 108 LOAN PROGRAM CONTRACT# PERIOD PRINCIPAL INTEREST RATE AUGUST 1, 1997- $6,600,000 ; LIBOR+20 BASIS JULY 31, 2017 POINTS AS OF August 1, 1997 PROGRAM DESCRIPTION The Fort Worth Local Development Corporation ("FWLDC") will make a non-recourse, collateralized economic development loan to Minyard Food Stores, Inc. as partial financing of acquisition and construction costs for Southeast Center, a shopping center anchored by a Minyard full service grocery store at the corner of Miller Avenue and East Berry Street in Fort Worth. When opened, the store will provide 150 jobs. Council District 5 PROGRAM OBJECTIVES • Provide a means of financing the Minyard Southeast Center project • Spur economic development,job creation and commercial revitalization in the areas adjacent to Southeast Center. • Facilitate creation of 150 retail jobs in Southeast center. • Provide administrative and technical services to Minyard Food Stores, Inc. as needed • Provide contract management, audit and compliance monitoring services to Minyard Food Stores, Inc. PROGRAM SERVICES and ACTIVITIES • Provide Section 108 Funding to Minyard Food Stores, Inc. • Provide payment collection services to the City of Fort Worth for repayment of the loan. • Facilitate job creation/retention in Southeast Center(150 full and part-time positions) ATTACHMENT -JOB CLASSIFICATIONS AND NUMBERS A-( JOB CLASSIFICATION NUMBER OF PERSONNEL Store Manager 1 Assistant Manager 4 Department Managers: Deli 2 Produce 2 Meat Market 2 Perishables 1 Bakery 1 Pharmacists 2 Pharmacy Tachs 2 POS Coordinator 1 Cashiers 6 Front End Coordinators 3 Produce Clerks 8 Bakery Clerks 8 Cake Decorator 1 Bakers 3 Meat Cutters 6 Meat Wrappers 6 Meat Market Clerks 6 Deli Clerks 10 Stockers 11 Perishable Clerks 4 Checkers 30 Package Clerks 30 TOTAL JOBS CREATED 150 m m_ = z LLJ Q G. 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CL "- d W Q F- d a d d } H } f" Q to I O O N N r a a% EXHIBIT C 1997-1998 HUD SECTION 108 LOAN PROGRAM OPERATING BUDGET AGENCY PROGRAM CONTRACT,# Fort Worth Local Development Corporation inyard Southea t Center Section 14 Loan Program Program Section 108 (a) (b) (c) Cost Category Account Budget Funds CONTRACTUAL SERVICES Contractual Services LOAN 539 120 6,600,000 TOTAL � 6,600,000.00(a) (b) (c) Name&Title of Authorized Officer Signature Date EYJHBIT "D" INDEPENDENT AUDIT REQUIREMENT BUSINESS/AGENCY NAME: FORT WORTH LOCAL DEVELOPMENT CORPORATION PROGRAM: MINYARD SOUTHEAST CENTER SECTION 108 LOAN PROGRAM YEAR: 1997-1998 AMOUNT FUNDED: $6,600,000 Name of Independent Auditor who will perform agency audit: Independent Auditor to be contracted during contract period. Date audit is to be performed: Within 60 days of completion each year of funded project. The following language is a condition of your contract with the City: "In accordance.with OMB Circulars A-12 8 and A-13 3, for all contracts in the amount of$25,000 or more, Contractor must submit to City an annual audit of its program operations and finances, covering either its fiscal year during which this contract is in force or covering the period of this contract. This audit must be prepared by an independent certified public accountant and must be submitted within three (3)months of its completion. Costs of preparation of this audit may be an allowable expenditure of funds in an amount proportional to that of the fluids used in Contractor's total agency operating budget." This form is to be completed and submitted to the Contract Management Division of the Fiscal Services Department at the beginning of each contract year. Signature Pres./Signatory of FWLDC FORT WORTH LOCAL DEVELOPMENT CORPORATION MINXARD FOOD STORES PROJECT Summary of Loan Agreement Terms Lender: The Fort. Worth Local Development Corporation with funds obtained through a Department of Housing and Urban Development Section 108 Loan Program. Borrower: Minyard Food Stores,Inc. Trustee: To be selected. Maximum Amount of Loan: a non-recourse loan in the amount of$6,600,000.00 Purpose of the Loan: The proceeds of this loan shall be used for the acquisition and construction of a 52,000 square foot Minyard Food Store, approximately,21,000 square feet of retail shopping center space and a Minyard "On the Go" self-service gasoline outlet. The shopping center space will be occupied by a variety of different retail and service oriented uses. The name of the project shall be "Southeast Center". The Minyard Food Store will include all departments normally associated with a full service grocery store. Term: Not to exceed twenty years from closing Interest Rates: Applicable federal rate of interest and 1/2% interest to cover LDC's overhead expenses. It is anticipated that fixed rates will be determined no later than August 1, 1997 through the Section 108 Loan Program. Principal Amortization: Nineteen years structured as level debt. Payments: Interest payments only during the first year of the loan period. During the remaining nineteen years, payments on the remaining principal and interest shall be made according to the amortization schedule. The payments shall be a quarterly check to LDC. Security for the Loan: First mortgage lien on the development (site and project). The Lender will contract for loan guarantee assistance under Section 108 of the Housing and Community Development Act of 1974. Costs: The Lender's costs of issuance will be reimbursed from the proceeds of the Loan, not to exceed$20,000.00. Contingencies: The Loan will in all aspects be contingent upon the Lender's successful application and participation in the Section 108 Loan Program.