HomeMy WebLinkAboutContract 61346CSC No. 61346
STATE OF TEXAS §
COUNTY OF TARRANT §
AMERICAN RESCUE PLAN ACT AGREEMENT BETWEEN THE CITY OF FORT
WORTH, TEXAS AND TEXAS WESLEYAN UNIVERSITY
This contract ("Contract") is made and entered into by and between the City of Fort Worth
(hereafter "City") and Texas Wesleyan University (hereafter "TWU"), a private university. City
and TWU may be referred to individually as a "Party" and jointly as "the Parties".
The Parties state as follows:
WHEREAS, City received $173,745,090.00 for allowable expenses from the United States
Department of the Treasury through the Coronavirus State and Local Fiscal Recovery Funds
("SLFRF") Program, a part of the American Rescue Plan Act ("ARPA"), to state, local, and Tribal
governments across the country to support their response to and recovery from the COVID-19
public health emergency;
WHEREAS, the SLFRF Program provides governments across the country with resources
needed to fight the pandemic and support families and businesses struggling with its public health
and economic impacts, to maintain vital public services, even amid declines in revenue resulting
from the crisis and to build a strong, resilient, and equitable recovery by making investments that
support long-term growth and opportunity;
WHEREAS, ARPA funds may be used to promote healthy environments that have been
negatively impacted by COVID-19;
WHEREAS, "government services" generally includes any service that is traditionally
provided by the City and broadly include pay -go spending for building of new infrastructure as
part of the general provision of government services under the Social Security Action, Title VI,
Section 602(c)(1)(C) or 603(c)(1)(C);
WHEREAS, the City set out a broad list of project categories for use of ARPA funds in
M&C 21-0445 under which the project described herein qualifies; and
WHEREAS, City residents and the City Council have determined that the relocation of
public utilities in conjunction with the TWU new athletic stadium development are a government
service that is necessary to further the greater revitalization efforts in disproportionately impacted
communities, such as the Poly Heights Urban Village area.
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:
1. INCORPORATION OF RECITALS. OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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City and TWU hereby agree that the recitals set forth above are true and correct and form
the basis upon which the Parties have entered into this Contract.
2. DEFINITIONS.
In addition to terms defined in the body of this Contract, the terms set forth below shall
have the definitions ascribed to them as follows:
ARPA means American Rescue Plan Act.
ARPA Funds means the ARPA funds granted by City to TWU under the terms of this Contract.
ARPA Regulations means regulations found at 31 CFR Part 35 and Social Security Act, Title
VI-Coronavirus Relief, Fiscal Recovery, and Critical Capital Projects Funds.
Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity
Ordinance, Ordinance No. 25165-10-2021, as may be amended from time to time.
Complete Documentation means the following documentation as applicable:
1. Attachments I and II of Exhibit "F" — Reimbursement Forms, with supporting
documentation as follows:
a. Proof of expense: invoices, service contracts, expenses based on work completed
and costs actually incurred or other documentation showing the nature of the cost
and that payment was due and paid by TWU.
b. Proof of payment: cancelled checks, bank statements, or wire transfers necessary
to demonstrate that amounts due and paid by TWU.
2. Other documentation: (i) final lien releases signed by the general contractor,
subrecipients, or subcontractors, if applicable; (ii) copies of all City permits and City -
issued "pass" inspections for such work; (iii) documentation to show compliance with BDE
or DBE bidding process for procurement or Contract activities, as applicable; (iv) proof of
contractor, subrecipients, subcontractor and vendor eligibility as described in Section 6.6;
and (v) any other documents or records reasonably necessary to verify costs spent for the
Project.
Completion means the substantial completion of the Required Improvements as evidenced by a
Transportation and Public Works or Water Department inspection and any other applicable final
inspection approvals from the City showing that the Required Improvements have met City
requirements.
Completion Deadline means June 30, 2024.
DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26.
Director means the Director of the Economic Development Department or their designee.
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Effective Date means the date of the last of the Parties to sign as indicated on the signature page.
Reimbursement Request means all reports and other documentation described in Section 9.
Improvements or the Project means all the right of way infrastructure improvements performed
by Conatser Construction, L.P. under the Community Facilities Agreement with City and TWU,
as described in the attached Exhibit "A" - Project Summary and Scope of Work.
3. TERM.
3.1 Term of Contract.
The term of this Contract commences on the Effective Date and shall end at the earlier of
(i) the Completion Deadline or (ii) following completion of the Project and submission of items
required by this Contract and all provisions relating to completion of the Required Improvements.
3.2 Extension of Contract.
This provisions in this Contract relating to completion of the Improvements may be
extended for 1 one-year extensions upon TWU's submitting a request for an extension in writing
at least 60 days prior to the end of the initial period described in Section 3.1, or the end of the first
one-year extension. The one-year extension request shall include the reasons for the extension,
TWU's anticipated budget, construction schedule and goals for the additional time. It is
specifically understood that it is within City's reasonable discretion whether to approve or deny
TWU's request for a one-year extension to complete the Improvements. Any such extension shall
be in the form of an amendment to this Contract. It shall be an event of default under this contract
if the Improvements are not completed within the time period required herein, including any
extensions.
4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1. Provide ARPA Funds.
City shall provide up to $200,000.00 of ARPA Funds to TWU under the terms and
conditions of this Contract.
4.2 City Monitor.
City will monitor the activities and performance of TWU and any of their contractors,
subrecipients, subcontractors or vendors throughout the Performance Period, but no less than
annually. Monitoring by City will include monitoring whether TWU is complying with the
ARPA Regulations and the City Requirements.
5. DUTIES AND RESPONSIBILITIES OFTWU.
5.1 Construction of Required Improvements.
TWU will complete or caused to be completed the Improvements as described in
Exhibit A in accordance with the Plans, the schedule set forth in Exhibit "C" — Construction
Schedule, with the Project schedule represented by lines 5 through 15 and the terms and
conditions of this Contract.
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5.1.1 Written Cost Estimates, Construction Contracts and Construction
Documents.
TWU has submitted to City any written cost estimates, construction contracts and
construction documents (collectively, the "Construction Documents") which will be prepared by
TWU to show the work to be undertaken for the Improvements in sufficient detail that City can
perform all required inspections. City has reviewed and approved the Construction Documents,
reflected in Exhibit A.
5.2 Use of ARPA Funds.
5.2.1. Compliance with ARPA Regulations and Contract.
TWU shall be reimbursed for eligible Project costs with ARPA Funds only if City
determines in its sole discretion that:
5.2.1.1 Costs are eligible expenditures in accordance with ARPA Regulations.
5.2.1.2 Costs are in compliance with this Contract and are reasonable and
consistent with industry norms.
5.2.1.3 Complete Documentation, as applicable, is submitted to City by TWU.
5.2.2 Budget.
TWU agrees that ARPA Funds will be paid on a reimbursement basis in accordance with
Exhibit `B" — Budget and Exhibit C. TWU may increase or decrease line item amounts in the
Budget with the Director's prior written approval, which approval shall be in the Director's sole
discretion. Any such increase or decrease in line items in the Budget shall comply with Section
5.2.1, Exhibit A, and shall not increase the total amount of ARPA Funds.
5.2.3 Change in Proiect Budget.
5.2.3.1 TWU will notify City promptly of any additional funds it or any of its
subcontractors or subrecipients receive for the development or operation
of the Project, and City reserves the right to amend this Contract in such
instances to ensure compliance with HUD regulations governing cost
allocation.
5.2.3.2 TWU agrees to utilize the ARPA Funds to supplement rather than
supplant funds otherwise available for the Project.
5.3 Pavment of ARPA Funds to TWU and Repayment.
5.3.1 ARPA Funds will be reimbursed to TWU within thirty (30) days of the City's
approval of Reimbursement Requests including submission of Complete Documentation to City
in compliance with Section 9. It is expressly agreed by the Parties that any ARPA Funds not
reimbursed to TWU shall remain with City.
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5.3.2 The ARPA Funds are not subject to repayment so long as TWU has complied with
all City requirements, state and federal laws, all federal regulations, including ARPA Regulations,
all local ordinances, and this Contract.
5.4 Identifv Proiect Expenses Paid with ARPA Funds.
TWU agrees to keep accounts and records in such a manner that City may readily identify
and account for Project expenses reimbursed with ARPA Funds. These records shall be made
available to City for audit purposes and shall be retained as required hereunder.
5.5 Acknowledgement of Citv Pavment of ARPA Funds.
Within 90 days of Completion, TWU shall sign an acknowledgement that City has paid all
ARPA Funds due under this Contract, or shall deliver a document executed by an officer of TWU
identifying all or any portion of the ARPA Funds that City has not been paid to TWU. Once City
has met all of its obligations for payment of ARPA Funds hereunder, an officer of TWU shall sign
an acknowledgement of same.
5.6 Proiect Subcontracts.
5.6.1 TWU acknowledges and agrees that it, nor any of its subcontractors or
subrecipients, shall enter into a subcontract with another agency, contractor, or vendor for any part
of the Project that will be paid with ARPA Funds without City's prior written consent. City
approved Conatser and any of its subcontractors as part of the CFA process.
5.7 ARPA Regulations and Citv Requirements.
TWU shall comply with the ARPA Regulations and City Requirements.
6. CONSTRUCTION.
6.1. Construction Schedule.
TWU shall construct or cause to be constructed the Required Improvements in accordance
with the schedule set forth in Exhibit C. The City has provided a Notice to Proceed for this
Project. TWU's failure to meet the Construction Schedule (as it may be modified in accordance
with Section 14.19) or the Completion Deadline shall be an event of default under this contract.
Subject to Section 14.19, TWU may not change the Construction Schedule without the Director's
prior written approval, which approval shall be in the Director's reasonable discretion.
6.1.1 Construction Inspections.
The construction of the Required Improvements must pass any applicable City final
inspection approval at the completion of construction of the Required Improvements.
6.2 Applicable Laws, Building Codes and Ordinances.
The Plans for the Required Improvements shall (i) conform to all applicable federal, state,
City and local laws, ordinances, codes, rules and regulations, including the ARPA Regulations,
and (ii) meet all City building codes.
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6.3 Approval of Plans by City Not Release of Responsibilitv.
Approval of the Plans by City shall not constitute or be deemed (i) to be a release of the
responsibility or liability of TWU or any of its subrecipients, architects, contractors, subrecipients,
or subcontractors, or their respective officers, agents, employees and lower tier subcontractors, for
the accuracy or the competency of the Plans, including, but not limited to, any related
investigations, surveys, designs, working drawings and specifications or other related documents;
or (ii) an assumption of any responsibility or liability by City for any negligent act, error or
omission in the conduct or preparation of any investigation, surveys, designs, working drawings
and specifications or other related documents by TWU or any of their architects, contractors,
subrecipients, or subcontractors, and their respective officers, agents, employees and lower tier
subcontractors.
6.4 Contractor, Vendor, Subrecipient, and Subcontractor Requirements.
TWU shall to use commercially reasonable efforts to ensure that all subcontractors or
subrecipients of the ARPA funds utilized for the construction of the Required Improvements are
appropriately licensed and such licenses are maintained throughout the construction of the
Required Improvements. TWU shall require all subrecipients, subcontractors, or vendors in the
construction of the Required Improvements are not debarred or suspended from performing the
contractor's, subcontractor's or vendor's work by the City, the State of Texas, or the Federal
government. TWU understands and acknowledges that 24 CFR Part 85.35 forbids TWU from
hiring or continuing to employ any contractor, subcontractor or vendor that is listed on the
Federal Excluded Parties List System for Award Management, www.sam.i!ov ("SAM").
TWU shall confirm by search of SAM that all contractors, subrecipients, subcontractors or vendors
are not listed as being debarred, both prior to hiring and prior to submitting a Reimbursement
Request which includes invoices from any such contractor, subrecipients, subcontractor or vendor.
Failure to submit such proof(s) of search shall be an event of default. In the event that City
determines that any contractor, subrecipient, subcontractor or vendor has been debarred,
suspended, or is not properly licensed, TWU shall immediately cause such contractor,
subrecipients, subcontractor or vendor to stop work on the Required Improvements and shall not
be reimbursed for any work performed by such contractor, subrecipient, subcontractor or vendor.
However, this Section should not be construed to be an assumption of any responsibility or liability
by City for the determination of the legitimacy, quality, ability, or good standing of any contractor,
subrecipient, subcontractor or vendor. TWU acknowledges that the provisions of this Section
pertaining to SAM shall survive the termination of this Contract and be applicable for the
length of the Performance Period.
6.5 Furnish Complete Set of "As Built" Plans.
TWU acknowledges and agrees to furnish City a complete set of "as built" plans for the
Required Improvements at completion of construction after all final approvals have been obtained.
7. ADDITIONAL REQUIREMENTS.
TWU understands and agrees to comply with all requirements of the ARPA Program as
stated in the ARPA Regulations, including but not limited to the following:
7.1 TWU Procurement Standards.
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TWU shall comply, if applicable, and shall require all recipients of the ARPA Funds to
comply with all applicable federal, state and local laws, regulations, and ordinances for making
procurements under this Contract. In addition to the conflict of interest provisions in Section
14.13.3, TWU shall establish or follow its written procurement procedures to ensure that materials
and services are obtained in a cost-effective manner and that provides for full and open
competition. When procuring materials and services for this Contract, TWU shall comply at a
minimum with the procurement standards in 2 CFR Part 200.317 through Part 200.326. All
relevant contractors shall be pre -qualified by CFW, which pre -qualification shall be verified
in conjunction with contractor procurement by TWU.
7.1.1 Contracts in excess of $10,000.00 made by TWU or any subrecipient using ARPA
Funds must address termination for cause and convenience including the manner by which such
termination shall be effected and the basis for settlement of the terminated contract, if any, as
required by Appendix II (B), 2 CFR Part 200.
7.1.2 TWU shall not make any contract with parties listed on the government wide
System for Award Management, www.sam.gov ("SAM"). TWU shall require by search of SAM
that all contractors paid with ARPA Funds are not listed by SAM as being debarred, both prior to
hiring and prior to submitting a Reimbursement Request which includes invoices from any such
contractor. Failure to submit such proofs of search shall be an event of default.
7.2 Cost Principles/Cost Reasonableness.
The eligibility of costs incurred for performance rendered shall be determined in
accordance 2 CFR Part 200.402 through 2 CFR Part 200.405, as applicable, regarding cost
reasonableness and allocability.
7.3 Financial Management Standards.
TWU agrees to comply with 2 CFR Part 200, as applicable. TWU also agrees to adhere to
the accounting principles and procedures required therein, utilize adequate internal controls, and
maintain necessary supporting and back-up documentation for all costs incurred in accordance
with 2 CFR Part 200.302 and Part 200.303.
7.4 Uniform Administrative Requirements, Cost Principles, and Audit
Requirements.
TWU shall comply with the Uniform Administrative Requirements, Cost Principles, and
Audit Requirements for Federal Awards in 2 CFR Part 200, as applicable, or any reasonably
equivalent procedures and requirements that City may require.
7.5 Compliance with FFATA and Whistleblower Protections.
TWU shall provide City with all necessary information for City to comply with the
requirements of 2 CFR 300(b), including provisions of the Federal Funding Accountability and
Transparency Act ("FFATA") governing requirements on executive compensation and provisions
governing whistleblower protections contained in 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C.
2324, 41 U.S.C. 4304 and 41 U.S.C. 4310.
7.5.1 TWU shall provide City its DUNS number prior to the payment of any
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Reimbursement Requests.
7.6 Internal Controls.
In compliance with the requirements of 2 CFR Part 200.303, TWU shall:
7.6.1 Establish and maintain effective internal controls that provide reasonable assurance
that TWU is ensuring the work that is being reimbursed using ARPA Funds is being performed in
compliance with federal statutes, regulations, and the terms and conditions of this Contract. These
internal controls shall comply with guidance in "Standards for Internal Control in the Federal
Government" issued by the Comptroller General of the United States or the "Internal Control
Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO");
7.6.2 Comply with federal statutes, regulations, and the terms and conditions of this
Contract;
7.6.3 Evaluate and monitor any and all subcontractors' or subrecipients' of the ARPA
Funds compliance with statutes, regulations and the terms and conditions of this Contract;
7.6.4 Take prompt action when instances of noncompliance are identified including
noncompliance identified in audit findings; and
7.6.5 Take reasonable measures to safeguard protected personally identifiable
information and other information that City designates as sensitive or TWU considers sensitive
consistent with applicable federal, state, local and tribal laws regarding privacy and obligations of
confidentiality.
7.7 Covvright and Patent Rights.
No reports, maps, or other documents produced in whole or in part under this Contract shall
be the subject of an application for copyright by or on behalf of TWU or any subcontractor or
subrecipient of the ARPA Funds. City shall possess all rights to invention or discovery, as well as
rights in data which may arise as a result of TWU or any subcontractor's or subrecipient's
performance under this Contract.
7.8 Terms Applicable to Contractors, Subcontractors, Subrecipients and
Vendors.
TWU understands and agrees that all terms of this Contract, whether regulatory or
otherwise, shall apply to each contract, loan, or other documents related to the transfer, payment,
or loan of the ARPA Funds, any and all contractors, subcontractors, subrecipients, and vendors of
TWU which are in any way paid with ARPA Funds or who perform any work in connection with
the Project. TWU shall monitor the services and work performed by its contractors, subrecipients,
subcontractors and vendors on a regular basis for compliance with the obligations regarding the
performance requirements, City requirements listed herein, and the ARPA Regulations
(collectively the "Obligations"). TWU shall be responsible and obligated to cure all violations of
the Obligations committed by its contractors, subcontractors, subrecipients, or vendors. City
maintains the right to insist on TWU's full compliance with the terms of the Obligations and TWU
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shall be responsible for such compliance regardless of whether actions to fulfill the Obligations
are taken by TWU or by TWU's contractors, subcontractors, subrecipients, or vendors. TWU
acknowledges that the provisions of this Section shall survive the earlier termination or
expiration of this Contract and be applicable for the length of the Performance Period.
7.9 Pavment and Performance Bonds.
TWU shall furnish City with payment and performance bonds in the total amount of the
construction cost in accordance with the requirement of 2 CFR Part 200.325. At City's discretion
other forms of assurance, may be acceptable so long as such assurance meets the requirements of
the ARPA Regulations.
7.10 Conflict of Interest Disclosure.
In accordance with the requirements of Section 14.13.2.1 and 14.13.4, TWU shall establish
conflict of interest policies for federal awards. TWU shall disclose to City in writing any potential
conflict of interest.
8. RECORD KEEPING. REPORTING AND DOCUMENTATION
REOUIREMENTS. AUDIT.
8.1 Record Keeping.
TWU shall maintain a record -keeping system as part of its performance of this Contract
and shall promptly provide City with copies of any document City deems necessary for the
effective fulfillment of City's monitoring and evaluation responsibilities. Specifically, TWU will
keep or cause to be kept an accurate record of all actions taken and all funds spent, with supporting
and back-up documentation. TWU will maintain all records and documentation related to this
Contract for 5 years after the termination or expiration of the Contract, whichever is later ("Access
Period"). If any claim, litigation, or audit is initiated related to this Contract or the Project before
the expiration of the 5-year period, the records must be retained until all such claims, litigation or
audits have been resolved.
8.2 Access to Records.
City will have full access to, and the right to examine, audit, excerpt and/or transcribe any
of TWU's records pertaining to all matters covered by this Contract throughout the Access Period.
Such access shall be during regular business hours and upon at least 48 hours' prior notice.
8.3 Reports.
TWU shall submit to City or cause to be submitted to City, all reports and documentation
described in this Contract in such form as City may prescribe, which may also include a final
performance and/or final financial report if required by City at the termination of this Contract in
such form and within such times as City may prescribe. Failure to submit or to cause submission
of any report or documentation to City required by this Contract shall be an event of default
and City may exercise all of it remedies for default under this Contract. City shall not exercise
its rights hereunder for default until its gives TWU 45 days' notice of such failure and TWU has
failed to cure such default.
8.4 Additional Information.
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TWU shall provide City with additional information as may be required to substantiate
ARPA activities and/or expenditure eligibility.
8.5 Change in Reporting Requirements and Forms.
City retains the right to change reporting requirements and forms at its reasonable
discretion. City will notify TWU in writing at least 30 days prior to the effective date of such
change, and the Parties shall execute an amendment to the Contract reflecting such change, if
necessary.
8.6 City Reserves the Right to Audit.
City reserves the right and TWU agrees for City to perform an audit of TWU's Project
operations and finances at any time during the term of the Access Period, if City determines that
such audit is necessary for City's compliance with the ARPA Regulations or other City policies.
TWU further agrees to allow access to all pertinent materials as described herein. If such audit
reveals a questioned practice or expenditure, TWU shall require that such questions must be
resolved within 15 Business Days after notice to TWU of such questioned practice or expenditure.
If questions are not resolved within this period, City reserves the right to withhold further funding
under this Contract. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT TWU
OR ANY SUBCONTRACTOR, SUBRECIPIENT, OR VENDOR OF TWU HAS
FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR
MISAPPROPRIATED ARPA FUNDS OR SPENT ARPA FUNDS ON ANY INELIGIBLE
ACTIVITIES, TWU AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH
MONIES.
8.7 Entities that Expend $750,000 or more in Federal Funds Per Year.
All non-federal entities that expend $750,000 or more in federal funds within 1 year,
regardless of the source of the federal award, must submit to City an annual audit prepared in
accordance with specific reference to 2 CFR Part 200.501 through Part 200.521. If applicable, the
audit shall cover TWU's fiscal years during which this Contract is in force. The audit must be
prepared by an independent certified public accountant, be completed within 6 months following
the end of the period being audited and be submitted to City within 30 days of its completion.
TWU's audit certification is attached hereto as EXHIBIT "D" — "Audit Certification Form"
and "Audit Requirements". The Audit Certification Form must be submitted to City prior to
or with the first Reimbursement Request. Entities that expend less than $750,000 a year in federal
funds are exempt from federal audit requirements for that year, but records must be available for
review or audit by appropriate officials of the federal agency, City, and General Accounting Office.
9. REIMBURSEMENT REQUIREMENTS.
TWU shall provide City with Complete Documentation and the following reports as shown
in Exhibit F with each Reimbursement Request:
9.1 Attachment I — Invoice.
This report shall contain the amount requested for reimbursement in the submitted request,
and the cumulative reimbursement requested to date (inclusive of the current request). This report
must be signed by an authorized signatory of TWU. By signing Attachment I, TWU is certifying
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that the costs are valid, eligible, and consistent with the terms and conditions of this Contract, and
the data contained in the report is true and correct.
9.2 Attachment II — Expenditure Worksheet.
This report shall itemize each expense requested for reimbursement by TWU. In order for
this report to be complete the following must be submitted:
9.2.1 Invoices for each expense with an explanation as to how the expense pertains
to the Project, if necessary;
9.2.2 Conditional and unconditional lien releases, as appropriate, from I" tier
subcontractors; and
9.2.3 Proof that each expense was paid by TWU, which proof can be satisfied by
cancelled checks, wire transfer documentation, paid receipts or other appropriate banking
documentation.
9.3 Deadline for Submitting Reimbursement Requests.
All Reimbursement Requests along with Complete Documentation shall be submitted by
TWU to City within 60 days from each of the deadlines as shown in Exhibit C.
9.3.1 CITY SHALL HAVE NO OBLIGATION TO PAY ANY
REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 CALENDAR
DAYS OF THE DEADLINES SHOWN IN EXHIBIT C. In addition, TWU's failure to timely
submit Reimbursement Requests and Complete Documentation along with any required reports
shall be an event of default.
9.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON
ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30
CALENDAR DAYS OF THE COMPLETION DEADLINE.
9.4 Final Pavment.
Final payment will not be made until City has verified that the Required Improvements are
complete at the time of such Reimbursement Request and that a final inspection is completed by
a Transportation and Public Works or Water Department inspector and final closeout documents
("green sheet") is issued.
9.5 Withholding Pavment.
9.5.1 TWU acknowledges that CITY SHALL WITHHOLD PAYMENT ON ANY
REIMBURSEMENT REQUEST THAT DOES NOT INCLUDE THE REQUIRED
COMPLETE DOCUMENTATION. City shall notify TWU when it is withholding payment
due to lack of required complete documentation within 10 Business Days of making such
determination.
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9.5.2 FINAL REIMBURSEMENT SHALL NOT BE MADE UNTIL ALL
LIENS ARE RELEASED TO CITY'S REASONABLE SATISFACTION.
9.6 Timing of Pavment.
Provided that TWU submits Complete Documentation in conformance with the
requirements of this Contract and the ARPA Regulations, City will reimburse TWU for eligible
expenses within 30 calendar days.
10. Intentionally Omitted.
11. DEFAULT AND TERMINATION.
11.1 Failure to Begin or Complete the Improvements.
11.1.1 Failure to begin construction on the Improvements within 3 months of the
execution of this Contract shall result in the Contract automatically terminating without further
warning or opportunity to cure, and with no penalty or liability to City.
11.1.2 TWU acknowledges that if City determines that the Improvements were not
completed by the Completion Deadline (as may be modified in accordance with Section 14.19) or
have failed to pass any of the inspections described in Section 6.1.1 (or to promptly correct any
noted deficiency and subsequently pass such inspection), within 45 calendar days following
written notice by City (or such other longer notice period as may be specified herein), or if TWU
has diligently and continuously attempted to cure following receipt of such written notice but
reasonably required more than 45 calendar days to cure, as determined by both Parties mutually
and in good faith, City shall have the right to terminate this Contract with no penalty or liability to
City, with such termination to be effective immediately upon written notice. City shall also be
entitled to demand repayment of the ARPA Funds from TWU to be paid within 30 days' after
receiving such demand and enforce any of the provisions for default.
11.2 Failure to Submit Complete Documentation During Construction.
11.2.1 TWU acknowledges that if TWU fails to submit all applicable Complete
Documentation during construction of the Required Improvements in accordance with Exhibit C,
or if any report or documentation submitted as part of Complete Documentation is not in
compliance with this Contract or the ARPA Regulations as determined by City, City will notify
TWU in writing and TWU will have 15 calendar days from the date of the written notice to submit
or resubmit any such report or documentation. TWU acknowledges that if TWU fails to submit
or resubmit any such report or documentation within such time, City shall have the right to
withhold payments. If such failure continues for an additional 30 days (a total of 45 days) City
shall have the right to terminate this Contract effective immediately upon written notice of
such intent with no penalty or liability to City and may demand repayment of all ARPA
funds disbursed to be repaid to City by TWU within 30 days of receipt of such notice. TWU
acknowledges that notwithstanding anything to the contrary herein, City will not be required to
pay any ARPA Funds to TWU during the period that any such report or documentation is not in
compliance with this Contract or the ARPA Regulations.
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11.2.2 If any of TWU's Reimbursement Requests are incomplete or otherwise not in
compliance with this Contract or ARPA Regulations as determined by City, TWU shall be in
default of this Contract. City will notify TWU in writing of such default and the TWU will have
15 calendar days from the date of the written notice to resubmit any such Reimbursement Request
to cure the default. If the TWU fails to cure the default within such time, TWU shall forfeit any
payments otherwise due under such Reimbursement Request. If such failure to resubmit such
Reimbursement Request continues for an additional 30 days (a total of 45 days), the City shall
have the right to terminate this Contract effective immediately upon written notice of such
intent with no penalty or liability to City and may demand repayment of all ARPA funds
disbursed to be repaid to City by TWU within 30 days of receipt of such notice.
Notwithstanding anything to the contrary herein, City will not be required to pay any ARPA Funds
to TWU during the period that any such Reimbursement Request is not in compliance with this
Contract or the ARPA Regulations.
11.2.3 TWU acknowledges that in the event of more than 3 instances of uncured
default under Sections 11.2.1 or 11.2.2 which have a material adverse impact on the Project, City
reserves the right at its sole option to terminate this Contract effective immediately upon written
notice of such intent with no penalty or liability to City.
11.2.4 TWU acknowledges that notwithstanding anything to the contrary herein, City
will not be required to pay any ARPA Funds to TWU during the period that any Reimbursement
Requests, reports or documentation are past due or are not in compliance with this Contract or the
ARPA Regulations, or during any period during which TWU is in default of this Contract.
11.2.5 TWU acknowledges that in the event of termination under this Section 11.2, all
ARPA Funds awarded but unpaid to TWU pursuant to this Contract shall be immediately forfeited
and TWU shall have no further right to such funds. TWU acknowledges and agrees that any ARPA
Funds already paid to TWU must be repaid to City by TWU within 30 days of receipt of the notice
of termination under this Section. Failure to repay such ARPA Funds will result in City
exercising all legal remedies available to City under or pursuant to this Contract. For
clarification, the defaults and related remedies set out in this Section 11.2 are not intended to arise
from mathematical errors or other minor defects in a Reimbursement Request.
11.3 Failure to Maintain or Submit Required Reports and Documentation
During Performance Period.
If TWU fails to maintain all records and documentation as required in Section 9, or fails to
submit any report or documentation required by this Contract after the Improvements are
completed, or if the maintained or submitted report or documentation is not in compliance with
this Contract or the ARPA Regulations as determined by City, City will notify TWU in writing
and TWU will have 45 calendar days from the date of the written notice to obtain or recreate the
missing records and documentation, or submit or resubmit any such report or documentation to
City. If TWU fails to maintain the required reports or documentation, or submit or resubmit any
such report or documentation within such time, City shall have the right to terminate this Contract
effective immediately upon written notice of such intent with no penalty or liability to City. In the
event of termination under this Section 11.3, any ARPA Funds paid to TWU must be repaid to
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City within 30 days of termination under this Section, or at City's election TWU must repay City
in accordance with the provisions of Section 5.3.2. Failure to repay will result in City exercising
all legal remedies available to City under or pursuant to this Contract.
11.4 In General.
11.4.1 TWU acknowledges that subject to Sections 11.1, 11.2 and 11.3, and unless
specifically provided otherwise in this Contract, TWU shall be in default if TWU breaches any
term or condition of this Contract. In the event that such a breach remains uncured after 45
calendar days following written notice by City (or such other longer notice period as may be
specified herein), or if TWU has diligently and continuously attempted to cure following receipt
of such written notice but reasonably required more than 45 calendar days to cure, as determined
by both Parties mutually and in good faith, City shall have the right to elect, in City's sole
discretion, to (i) extend TWU's, time to cure, (ii) terminate this Contract effective immediately
upon written notice of such intent to TWU, or (iii) pursue any other legal remedies available to
City.
11.4.2 TWU acknowledges that City's remedies include but are not limited to:
11.4.2.1 Direct TWU, in City's sole discretion, to prepare and follow a
schedule of actions for carrying out the affected activities, consisting
of schedules, timetables and milestones necessary to implement the
affected activities.
11.4.2.2 Direct TWU, in City's sole discretion to establish and follow a
management plan that assigns responsibilities for carrying out the
remedial activities.
11.4.2.3 Cancel or revise activities likely to be affected by the performance
deficiency before expending ARPA Funds for the activities.
11.4.2.4 Reprogram ARPA Funds that have not yet been expended from
affected activities to other eligible activities or withhold ARPA
Funds.
11.4.2.5 Direct TWU, in City's sole discretion to reimburse City in the
amount of ARPA Funds.
11.4.2.6 Suspend reimbursement of ARPA Funds for affected activities.
11.4.2.7 Any other appropriate action including but not limited to any
remedial action legally available such as declaratory judgment,
specific performance, damages, temporary or permanent
injunctions, termination of this Contract, and any other available
remedies.
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11.4.3 TWU acknowledges that in the event of termination under this Section 11.4, all
ARPA Funds awarded but unpaid shall be immediately rescinded and TWU shall have no further
right to such funds and any ARPA Funds already paid to TWU must be repaid by TWU to City,
within 30 days of termination. Failure to repay such ARPA Funds will result in City exercising
all legal remedies available to City under or pursuant to this Contract.
11.5 No Funds Disbursed While in Breach.
TWU acknowledges and agrees that no ARPA Funds will be paid to TWU until all defaults
are cured to City's satisfaction.
11.6 No Compensation After Date of Termination.
TWU acknowledges that in the event of termination, TWU shall not receive any ARPA
Funds in compensation for work undertaken after the date of termination.
11.7 Rights of Citv Not Affected.
TWU acknowledges that termination shall not affect or terminate any of the existing rights
of City against TWU, or which may thereafter accrue because of such default, and this section
shall be in addition to any and all other rights and remedies available to City under the law and
various loan documents including, but not limited to, compelling TWU to complete the
Improvements in accordance with the terms of the Contract. Such termination does not terminate
any applicable provisions of this Contract that have been noted as surviving the term or termination
of this Contract. No delay or omission by City in exercising any right or remedy available to it
under this Contract shall impair any such right or remedy or constitute a waiver or acquiescence
in any TWU default.
11.8 Waiver of Breach Not Waiver of Subsequent Breach.
The waiver of a breach of any term, covenant, or condition of this Contract shall not operate
as a waiver of any subsequent breach of the same or any other term, covenant or condition hereof.
11.9 Civil, Criminal and Administrative Penalties.
TWU acknowledges that failure to perform all the Contract terms or terms in the various
loan documents may result in civil, criminal or administrative penalties, including, but not limited
to those set out in this Contract.
11.10 Termination for Cause.
11.10.1 TWU acknowledges that City may terminate this Contract in the event of
default under this Contract, inability or failure to perform, subject to notice, grace and cure periods.
In the event City terminates this Contract for cause, all ARPA Funds awarded but unpaid to TWU
pursuant to this Contract shall be immediately rescinded and TWU shall have no further right to
such funds and any ARPA Funds already paid to TWU must be repaid to City by TWU within 30
calendar days of termination. Failure to repay such ARPA Funds will result in City exercising all
legal remedies available to City under or pursuant to this Contract. TWU acknowledges and agrees
that IF CITY TERMINATES THIS CONTRACT FOR CAUSE, NEITHER TWU NOR
ANY AFFILIATES OF TWU SHALL BE CONSIDERED FOR ANY OTHER CITY
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Tesas Wesleyan University Public Utilities Relocation Page 15 of 41
CONTRACT FOR ARPA FUNDS FOR A MINIMUM OF 5 YEARS FROM THE DATE
OF TERMINATION.
11.10.2 TWU may terminate this Contract if City does not provide the ARPA Funds
substantially in accordance with this Contract. In such event, the termination of the Contract shall
have the effect of returning the Parties to their respective circumstances as existed prior to the
execution of this Contract, and no terms or obligations shall survive the date of termination.
11.11 Termination for Convenience.
In terminating in accordance with 2 CFR 200, Appendix II, this Contract may be terminated
in whole or in part only as follows:
11.11.1 By City with the consent of TWU in which case the Parties shall agree upon the
termination conditions, including the effective date and in the case of partial termination, the
portion to be terminated; or
11.11.2 By TWU with written notification to City setting forth the reasons for such
termination, the effective date, and in the case of partial termination, the portion to be terminated.
In the case of a partial termination, City may terminate the Contract in its entirety if City
determines in its sole discretion that the remaining portion of the Contract to be performed or
ARPA Funds to be spent will not accomplish the purposes for which this Contract was made.
11.12 Dissolution of TWU Terminates Contract.
TWU acknowledges that in the event that TWU is dissolved or ceases to exist, this Contract
shall terminate, at the sole option of City. In the event of termination under this Section, all ARPA
CDBG Funds are subject to repayment as required herein and/or City may exercise all of its
remedies under this Contract and the various loan documents.
11.13 Reversion of Assets.
TWU acknowledges that in the event this Contract is terminated with or without cause by
either party, all tangible personal property owned by TWU or any contractors, subcontractors,
subrecipients, or vendors that was acquired or improved with the ARPA Funds included but not
limited to plans, drawings, surveys, renderings, construction documents and any other personal
property shall belong to City and shall automatically transfer to City or to such assignees as City
may designate.
11.14 Intentionally Omitted.
11.15 Non-Auurouriation of Funds.
In the event no funds or insufficient funds are appropriated by City in any fiscal period
for any payments due hereunder, City will notify TWU of such occurrence and this Agreement
will terminate on the last day of the fiscal period for which appropriations were received without
penalty or expense to City of any kind whatsoever, except as to the portions of the payments
herein agreed upon for which funds have been appropriated.
11.16 Cross Default.
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Tesas Wesleyan University Public Utilities Relocation Page 16 of 41
TWU acknowledges and agrees that in the event that any of its subcontractors,
subrecipients, contractors, or vendors defaults on any contract, agreement, or other binding
document by failing to comply with the Obligations, subject to any cure periods approved by City,
City may terminate this contract without any liability or penalty, and TWU shall have no further
right to any ARPA CDBG Funds. Further, City may demand repayment from TWU of any ARPA
CDBG Funds already paid to TWU and such repayment must occur within 30 days from the date
of the demand.
12. REPAYMENT OF FUNDS.
TWU acknowledges that all ARPA Funds are subject to repayment in the event the Project
does not meet the requirements as set out in this Contract or in the ARPA Regulations. TWU
agrees that if TWU or any contractor, subcontractor, subrecipient, or vendor takes any
action that results in City being required to repay all or any portion of the ARPA Funds,
TWU agrees it will reimburse City for the full amount of such repayment within thirty days
of such notice.
13. MATERIAL OWNERSHIP CHANGE.
TWU acknowledges that if TWU materially changes after the date of this Contract, City
may, but is not obligated to, terminate this Contract. TWU acknowledges that City has 30 days to
make such determination after receipt of notice from TWU, and failure to make such determination
in that time period will constitute a waiver. TWU acknowledges that in the event of termination
under this Section 13, all ARPA Funds awarded but not yet paid to TWU pursuant to this Contract
shall be immediately rescinded and TWU shall have no further right to such funds, and any ARPA
Funds already paid to TWU must be repaid to City within 30 days of termination under this Section
in accordance with the terms of this Contract.
14. GENERAL PROVISIONS.
14.1 TWU an Independent Contractor.
TWU shall operate hereunder as an independent contractor and not as an officer, agent,
servant or employee of City. TWU shall have exclusive control of, and the exclusive right to
control, the details of the work and services performed hereunder, and all persons performing
same, and shall be solely responsible for the acts and omissions of its officers, members, agents,
servants, employees, contractors, subcontractors, subrecipients, vendors, tenants, clients, licensees
or invitees.
14.2 Doctrine of Resvondeat Superior.
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TWU acknowledges that the doctrine of respondeat superior shall not apply as between
City or TWU, any officers, members, agents, servants, employees, contractors, subrecipients,
subcontractors, vendors, tenants, licensees or invitees. TWU agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between City or TWU. It is further
understood that City shall in no way be considered a Co -employer or a Joint employer of TWU or
any officers, agents, servants, employees, subrecipients, or subcontractor of TWU. Neither TWU,
nor any officers, agents, servants, employees, subrecipients, or subcontractor of TWU shall be
entitled to any employment benefits from City. TWU shall be responsible and liable for any and
all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants,
employees, subrecipients, or subcontractor. City does not have the legal right to control the details
of the tasks performed hereunder by TWU, its officers, members, agents, employees, contractors,
subrecipients, subcontractors, vendors, licensees or invitees.
14.3 TWU Property.
City shall under no circumstances be responsible for any property belonging to TWU, its
officers, members, agents, employees, contractors, subrecipients, subcontractors, vendors, tenants,
clients, licensees or invitees that may be lost, stolen or destroyed or in any way damaged and TO
THE EXTENT PERMITTED BY APPLICABLE LAW, TWU HEREBY INDEMNIFIES
AND HOLDS HARMLESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES
FROM ANY AND ALL CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH
SUCH PROPERTY, SAVE AND EXCEPT THOSE ARISING OUT OF THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY, ITS OFFICERS, AGENTS
OR EMPLOYEES.
14.4 Intentionally Omitted.
14.5 Venue.
TWU acknowledges that Venue for any action, whether state or federal, real or asserted, at
law or in equity, arising out of the execution, performance, attempted performance or
non-performance of this Contract shall lie in Tarrant County, Texas.
14.6 Governing Law.
TWU acknowledges that this Contract shall be governed by and construed in accordance
with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity,
arises out of the execution, performance or non-performance of this Contract or on the basis of any
provision herein, for any issue not governed by federal law, the choice of law shall be the laws of
the State of Texas.
14.7 Severabilitv.
The provisions of this Contract are severable, and, if for any reason a clause, sentence,
paragraph or other part of this Contract shall be determined to be invalid by a court or Federal or
State agency, board or commission having jurisdiction over the subject matter thereof, such
invalidity shall not affect other provisions which can be given effect without the invalid provision.
However, the Parties agree that provisions relating to the construction and completion of the
Improvements and all provisions related to events of default and remedies in the event of a default
are essential to this Contract and that the Contract cannot be reformed without all requirements
and remedies currently included herein.
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14.8 Written Agreement Entire Agreement.
This written instrument and the attachments and exhibits attached hereto, which are
incorporated by reference and made a part of this Contract for all purposes, constitute the entire
agreement by the Parties concerning the work and services to be performed under this Contract.
Any prior or contemporaneous oral or written agreement which purports to vary the terms of this
Contract shall be void. Any amendments to the terms of this Contract must be in writing and
executed by the Parties.
14.9 Paragraph Headings for Reference Only, No Legal Significance; Number
and Gender.
The paragraph headings contained herein are for convenience in reference to this Contract
and are not intended to define or to limit the scope of any provision of this Contract. When context
requires, singular nouns and pronouns include the plural and the masculine gender shall be deemed
to include the feminine or neuter and the neuter gender to include the masculine and feminine.
The words "include" and "including" whenever used herein shall be deemed to be followed by the
words "without limitation".
14.10 Compliance With All Applicable Laws and Regulations.
TWU agrees to comply fully with all applicable laws and regulations that are currently in
effect or that are hereafter amended during the term of this Contract and throughout the
Performance Period. Those laws include, but are not limited to:
➢ 31 CFR Part 35 and Sections 603(c)(1)(A) and 603(c)(1)(C) of Title VI of the Social
Security Act Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.)
including provisions requiring recipients of federal assistance to ensure meaningful
access by person of limited English proficiency
➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as supplemented
by Department of Labor regulations 41 CFR, Part 60
➢ The Age Discrimination in Employment Act of 1967
➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.)
➢ The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970
(42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) ("URA")
➢ Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.) and 24
CFR Part 8 where applicable
➢ National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections 4321 et
seq. ("NEPA") and the related authorities listed in 24 CFR Part 58.
➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the Clean Water
Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.) and the related Executive
Order 11738 and Environmental Protection Agency Regulations at 40 CFR Part 15. In
no event shall any amount of the assistance provided under this Contract be utilized
with respect to a facility that has given rise to a conviction under the Clean Air Act or
the Clean Water Act.
➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.)
specifically including the provisions requiring employer verifications of legal status of
its employees
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Tesas Wesleyan University Public Utilities Relocation Page 19 of 41
➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et seq.), the
Architectural Barriers Act of 1968 as amended (42 U.S.C. sections 4151 et seq.) and
the Uniform Federal Accessibility Standards, 24 CFR Part 40, Appendix A
➢ Regulations at 24 CFR Part 87 related to lobbying, including the requirement that
certifications and disclosures be obtained from all covered persons
➢ Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24 CFR Part
23, Subpart F
➢ Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on
participation by ineligible, debarred or suspended persons or entities
➢ Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act
➢ Guidelines of the Environmental Protection Agency at 40 CFR Part 247
➢ For contracts and subgrants for construction or repair, Copeland "Anti -Kickback" Act
(18 U.S.C. 874) as supplemented in 29 CFR Part 5
➢ For construction contracts in excess of $2,000, and in excess of $2,500 for other
contracts which involve the employment of mechanics or laborers, Sections 103 and
107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327A 300) as
supplemented by 29 CFR Part 5
➢ Uniform Administrative Requirements, Cost Principles, and Audit Requirements for
Federal Awards, 2 CFR Part 200 et seq.
➢ Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 109-282, as
amended by Section 6205(a) of Pub.L. 110-252 and Section 3 of Pub.L. 113-101)
➢ Federal Whistleblower Regulations, 10 U.S.C. 2409,41 U.S.C. 4712, 10 U.S.C. 2324,
41 U.S.C. 4304 and 41 U.S.C. 4310.
14.11 Intentionally Omitted.
14.12 Prohibition Against Discrimination.
14.12.1 General Statement.
TWU, in the execution, performance or attempted performance of this Contract and in
operation of services provided on the Property, shall comply with all non-discrimination laws and
ordinances. TWU may not discriminate against any person because of race, color, sex, gender,
religion, national origin, familial status, disability or perceived disability, sexual orientation,
gender identity, gender expression, or transgender, nor will TWU permit its officers, members,
agents, employees, vendors, subcontractors or subrecipients, or Project participants to engage in
such discrimination.
TWU acknowledges that this Contract is made and entered into with reference specifically
to the ordinances codified at Chapter 17, Article III, Division 3 — Employment Practices of the
City Code, and TWU hereby covenants and agrees that TWU its officers, members, agents,
employees, subcontractors, subrecipients, and contractors, have fully complied with all provisions
of same and that no employee, or applicant for employment has been discriminated against under
the terms of such ordinances by either or its officers, members, agents, employees, contractors or
vendors.
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Tesas Wesleyan University Public Utilities Relocation Page 20 of 41
14.12.2 No Discrimination in Emplovment during the Performance of this
Contract.
TWU acknowledges that during the performance of this Contract TWU will require that its
contractors, subcontractors, subrecipients, and vendors also comply with applicable discrimination
laws and requirements.
14.12.3 TWU's Contractors and the ADA.
TWU acknowledges that in accordance with the provisions of the Americans With
Disabilities Act of 1990 ("ADA"), TWU warrants that it will not unlawfully discriminate on the
basis of disability in the provision of services to the general public, nor in the availability, terms
and/or conditions of employment for applicants for employment with, or employees of TWU.
TWU WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND ANY
OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING
DISABILITY AND WILL TO THE EXTENT PERMITTED BY APPLICABLE LAW,
DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR
ALLEGATIONS ASSERTED BY THIRD PARTIES, CONTRACTORS,
SUBCONTRACTORS, SUBRECIPIENTS' OR VENDORS AGAINST CITY ARISING
OUT OF ITS AND/OR ITS CONTRACTORS', SUBCONTRACTORS', VENDORS',
AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE ABOVE -
REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN THE
PERFORMANCE OF THIS CONTRACT.
14.13 Conflict of Interest and Violations of Criminal Law.
14.13.1 TWU Safeguards.
TWU shall establish safeguards to prohibit its employees, board members, advisors and
agents from using positions for a purpose that is or gives the appearance of being motivated by a
desire for private gain for themselves or others, particularly those with whom they have family,
business or other ties. TWU shall disclose to City any conflict of interest or potential conflict of
interest described above, immediately upon discovery of such.
14.13.2 General Prohibition Against Conflicts of Interest.
TWU acknowledges that no persons who is an employee, agent, consultant, officer or
elected official or appointed officials of City, or TWU who exercise or have exercised any
functions or responsibilities with respect to activities assisted with ARPA funds or who are in a
position to participate in a decision -making process or gain inside information with regard to these
activities may obtain a financial interest or benefit from a ARPA-assisted activity, or have an
interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder,
either for themselves or those with whom they have family or business ties, during their tenure or
for 1 year thereafter.
14.13.2.1 TWU shall establish conflict of interest policies for Federal Awards and
shall provide such policies in writing to City in accordance with the requirements of 2 CFR
Part 200.112.
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14.13.3 Disclosure of Conflicts of Interest.
TWU acknowledges that in compliance with 2 CFR Part 200.112, TWU is required to
timely disclose to City in writing any potential conflict of interest, as described in this Section.
14.13.4 Disclosure of Texas Penal Code Violations.
TWU affirms that it will adhere to the provisions of the Texas Penal Code which prohibits
bribery and gifts to public servants.
14.13.5 Disclosure of Federal Criminal Law Violations.
TWU acknowledges that in compliance with 2 CFR Part 200.113, TWU is required to
timely disclose to City all violations of federal criminal law involving fraud, bribery or gratuity
violations potentially affecting this Agreement.
14.14 Labor Standards.
TWU acknowledges and agrees to the following:
14.14.1 As applicable, TWU agrees to comply with the requirements of the
Secretary of Labor in accordance with the Davis -Bacon Act (40 U.S.C. 276a-7) as amended, the
provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other
applicable Federal, State and local laws and regulations pertaining to labor standards insofar as
those acts apply to the performance of this Contract. TWU agrees to comply with the Copeland
Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the United States
Department of Labor at 29 CFR Part 5. TWU shall maintain documentation that demonstrates
compliance with hour and wage requirements of this Contract and the ARPA Regulations. Such
documentation shall be made available promptly to City for review upon request.
14.14.2 TWU agrees that, where required by the ARPA Regulations, all contractors
engaged under contract for construction, renovation or repair work financed in whole or in part
with assistance provided under this Contract, shall comply with Federal requirements adopted by
City pertaining to such contracts and with the applicable requirements of the regulations of the
Department of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio
of apprentices and trainees to journey workers; provided that, if wage rates higher than those
required under these regulations are imposed by state or local law, nothing hereunder is intended
to relieve TWU of its obligation, if any, to require payment of the higher wage. TWU shall cause
or require to be inserted the provisions meeting the requirements of this paragraph in all such
contracts subject to such regulations.
14.14.3 If Davis -Bacon is applicable, TWU shall provide City access to employee
payrolls, contractor, subrecipients', and subcontractors' payrolls and other wage information for
persons performing construction of the Development. Payrolls must be submitted to the
Neighborhood Services Department with each Reimbursement Request, and must be available to
Neighborhood Services Department staff upon request. In addition, TWU shall ensure that City
will have access to employees, contractors, subrecipients, and subcontractors and their employees
in order to conduct onsite interviews with laborers and mechanics. TWU shall inform its
contractors, subrecipients, and subcontractors that City staff and/or Federal agencies may conduct
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Tesas Wesleyan University Public Utilities Relocation Page 22 of 41
periodic employee wage interview visits during the construction of the Required Improvements to
ensure compliance.
14.15 Subcontracting with Small and Minoritv Firms, Women's Business
Enterprises and Labor Surplus Areas.
TWU acknowledges and agrees to the following:
14.15.1 TWU acknowledges that for contracts $100,000.00 or larger, TWU agrees
to abide by City's policy to involve certified Business Equity Firms and to provide them equal
opportunity to compete for contracts for construction, provision of professional services, purchase
of equipment and supplies and provision of other services required for the completion of the
Project, as stated herein. For this Contract TWU and any subcontractors, subrecipients, or
contractors must comply with all federal Section 3 requirements. Additionally, TWU and any
subcontractors, subrecipients, or contractors must make good faith efforts to work with the City of
Fort Worth's Diversity and Inclusion Department to ensure that Business Equity Firms certified
with the City are engaged to the extent possible for any covered contracts procured after the
effective date of this Contract.
14.15.2 TWU acknowledges and agrees that it is national policy to award a fair share
of contracts to disadvantaged business enterprises ("DBEs"), small business enterprises ("SBEs"),
minority business enterprises ("MBEs"), and women's business enterprises ("WBEs").
Accordingly, affirmative steps must be taken to assure that DBEs, SBEs, MBEs, and WBEs are
utilized when possible as sources of supplies, equipment, construction and services.
14.15.3
14.16 Other Laws.
TWU acknowledges and agrees that failure to list any federal, state or City ordinance, law
or regulation that is applicable to TWU does not excuse or relieve TWU from the requirements or
responsibilities in regard to following the law, nor from the consequences or penalties for TWU's
failure to follow the law, if applicable.
14.17 Assignment.
TWU acknowledges and agrees that shall not assign all or any part of its rights,
privileges, or duties under this Contract without the prior written approval of City. Any attempted
assignment of same without approval shall be void, and shall constitute a breach of this Contract.
14.18 Right to Inspect TWU Contracts.
TWU agrees that that City has the right to inspect in writing any (i) proposed contracts or
other legally binding documents between regarding the ARPA funds (ii) TWU and a general
contractor and subcontractors, including any lower tier subcontractors engaged in any activity that
is funded as part of the construction of the Improvements, (iii) TWU and any vendor contracts
arising out of the operation of the Project, and (iv) TWU and any third party contracts to be paid
with ARPA Funds, prior to any charges being incurred.
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14.19 Force Maieure.
If TWU becomes unable, either in whole or part, to fulfill its obligations under this Contract
due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemies, wars,
blockades, insurrections, riots, pandemics and epidemics, earthquakes, fires, floods, restraints or
prohibitions by any court, board, department, commission or agency of the United States or of any
States, civil disturbances, or explosions, inclement weather, or some other reason beyond TWU's
control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure
Event will be suspended only during the continuance of such event and the completion date for
such obligations shall be extended for a like period. TWU will give City written notice of the
existence, extent and nature of the Force Majeure Event as soon as reasonably possible after the
occurrence of the event. Failure to give notice will result in the continuance of the TWU obligation
regardless of the extent of any existing Force Majeure Event. TWU will use commercially
reasonable efforts to remedy its inability to perform as soon as possible.
14.20 Survival.
Any provision of this Contract that pertains to the ARPA Regulations, indemnity
obligations, reporting requirements, the City Requirements, auditing, monitoring, record keeping
and reports, City ordinances, the provisions of Section 6.6 pertaining to the Federal System Award
Management, or any other applicable ARPA Project requirements, and any default and
enforcement provisions necessary to enforce such provisions, shall survive the term or earlier
termination of this Contract for the longer of (i) 5 years after the termination of this Contract, or
(ii) 5 years after the expiration of the Contract Term, and shall be enforceable by City against TWU
14.21 REVIEW OF COUNSEL.
The Parties acknowledge that each Party and its counsel have reviewed and revised this
Contract and that the normal rules of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Contract or
any of the exhibits attached hereto.
15. INDEMNIFICATION AND RELEASE.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, TWU 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 OF ANY HIND OR
CHARACTER, INCLUDING BUT NOT LIMITED TO CLAIMS FOR PROPERTY LOSS
OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF WHATSOEVER HIND OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS
CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE
PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN
PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS, SUBRECIPIENTS, OR SUBCONTRACTORS OF
ARPA SUBRECIPIENT CONTRACT
Tesas Wesleyan University Public Utilities Relocation Page 24 of 41
CITY, BUT NOT FROM THE CITY'S OR CITY'S OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS OR SUBCONTACTORS ACTUAL GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT AND FWHS 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 HINDS 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 PROJECT DESCRIBED
HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, SUBRECIPIENTS, OR SUBCONTRACTORS OF CITY BUT NOT
FROM THE CITY'S OR CITY'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTACTORS ACTUAL GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT. TWU FURTHER COVENANTS AND AGREES, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, 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 OF OR IN
CONNECTION WITH ALL ACTS OR OMISSIONS OF FWHS, ITS OFFICERS,
MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBRECIPIENTS,
SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS, OR
CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBRECIPIENTS OR
SUBCONTRACTORS OF CITY BUT NOT FROM THE CITY'S OR CITY'S OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTACTORS
ACTUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH FWHS AND CITY,
THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION INCLUDES
INDEMNITY BY FWHS TO INDEMNIFY AND PROTECT CITY FROM THE
CONSEQUENCES OF CITY'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE
IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY,
DAMAGE OR DEATH, TO THE EXTENT PERMITTED BY APPLICABLE LAW AND
NOT THE CITY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, TWU AGREES TO
AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL
REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR
LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR
INCIDENTAL TO PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE
INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR
CONCURRENT NEGLIGNECE, BUT NOT THE CITY'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
ARPA SUBRECIPIENT CONTRACT
Tesas Wesleyan University Public Utilities Relocation Page 25 of 41
TWU SHALL INCLUDE AND SHALL REQUIRE ALL OF ITS CONTRACTORS,
SUBRECIPIENTS AND SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS
AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN
SUBSTANTIALLY THE SAME FORM AS ABOVE.
16. WAIVER OF IMMUNITY BY FWHS.
TWU acknowledges and agrees that if TWU is a charitable or nonprofit organization and
has or claims an immunity or exemption (statutory or otherwise) from and against liability for
damages or injury, including death, to persons or property, TWU 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 plead against any other entity other than the City.
17. INSURANCE AND BONDING.
TWU will maintain blanket fidelity coverage in the form of insurance or bond in the
amount of $200,000.00 to insure against loss from the fraud, theft or dishonesty of any of TWU's
officers, agents, trustees, directors or employees. The proceeds of such bond shall be used to
reimburse City for any and all loss of ARPA Funds occasioned by such misconduct. To effectuate
such reimbursement, such fidelity coverage shall include a rider stating that reimbursement for
any loss or losses thereunder shall name the City as a Loss Payee.
TWU shall furnish to City, in a timely manner, but not later than 60 days after the Effective
Date, certificates of insurance as proof that it has secured and paid for policies of commercial
insurance as specified herein. Further, if City has not received such certificates as set forth herein,
TWU shall be in default of the Contract.
Such insurance shall cover all insurable risks incident to or in connection with the
execution, performance, attempted performance or nonperformance of this Contract. TWU shall
maintain, or require its general contractor to maintain, the following coverages and limits thereof:
Commercial General Liabilitv (CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
Non -Profit Organization Liabilitv or Directors & Officers Liabilitv (if applicable)
$1,000,000 Each Occurrence
$1,000,000 Annual Aggregate Limit
Business Automobile Liabilitv Insurance
$300,000 each accident on a combined single -limit basis
$300,000 Aggregate
Insurance policy shall be endorsed to cover "Any Auto' defined as autos owned, hired and
non -owned. Pending availability of the above coverage and at the discretion of City, the policy
ARPA SUBRECIPIENT CONTRACT
Tesas Wesleyan University Public Utilities Relocation Page 26 of 41
shall be the primary responding insurance policy versus a personal auto insurance policy if or
when in the course of FWHS's business as contracted herein.
Workers' Compensation Insurance
Part A: Statutory Limits
Part B: Employer's Liability
$100,000 each accident
$100,000 disease -each employee
$500,000 disease -policy limit
Note: Such insurance shall cover employees performing work on any and all projects
including but not limited to construction, demolition, and rehabilitation. FWHS or its
contractors shall maintain coverages, if applicable. In the event the respective contractors
do not maintain coverage, FWHS shall maintain the coverage on such contractor, if
applicable, for each applicable contract.
Additional Requirements
Such insurance amounts shall be revised upward at City's reasonable option and no more
frequently than once every 12 months, and TWU shall revise such amounts within 30 days
following notice to TWU of such requirements.
TWU must submit to City documentation that its general contractor, have obtained insurance
coverage and have executed bonds as required in this Contract prior to payment of any monies
provided hereunder.
TWU acknowledges and agrees that where applicable and appropriate, insurance policies required
herein shall be endorsed to include City as an additional insured as its interest may appear.
Additional insured parties shall include employees, officers, agents, and volunteers of City.
The Workers' Compensation Insurance policy shall be endorsed to include a waiver of
subrogation, also referred to as a waiver of rights of recovery, in favor of City.
Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver
of such requirement or as a waiver of the insurance requirements themselves.
Insurers of TWU's insurance policies shall be licensed to do business in the state of Texas by the
Department of Insurance or be otherwise eligible and authorized to do business in the state of
Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency and
each such company shall have a current minimum A.M. Best Key Rating Guide rating of A: VII
or other equivalent insurance industry standard rating otherwise approved by City.
Deductible limits on the foregoing insurance policies shall be at commercially reasonable levels,
and in no event exceed $100,000 per occurrence.
ARPA SUBRECIPIENT CONTRACT
Tesas Wesleyan University Public Utilities Relocation Page 27 of 41
In the event there are any local, Federal or other regulatory insurance or bonding requirements for
the Project, and such requirements exceed those specified herein, the former shall prevail.
TWU shall require its contractors, subcontractors, vendors, and subrecipients to maintain
applicable insurance coverages, limits, and other requirements as those specified herein and, shall
require each to provide FWHS with certificate(s) of insurance documenting such coverage. Also,
TWU shall require its contractors, subcontractors, vendors, and subrecipients to have City
endorsed as additional insureds (as their interest may appear) on their respective insurance policies
where applicable and appropriate.
TWU shall maintain builders risk insurance at the value of the construction.
18. CERTIFICATION REGARDING LOBBYING.
The undersigned for TWU hereby certifies, to the best of its knowledge and belief, that:
No Federal appropriated funds have been paid or will be paid, by or on behalf of
TWU, 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
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.
If any funds other than federally appropriated funds have been paid or will be paid
to any person for influencing or attempting to influence an officer or employee of
any agency, member of Congress in connection with this Federal contract, grant,
loan or cooperative agreement, TWU shall complete and submit Standard Form-
LLL, "Disclosure Form to Report Lobbying, " in accordance with its instructions.
This certification is a material representation of fact upon which reliance was
placed when this Contract was made or entered into. Submission of this certificate
is a prerequisite for making or entering into this Contract imposed by 31 U.S.C.
Section 1352. Any person who fails to file the required certification shall be subject
to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for
each such failure.
TWU shall require that the language of this certification be included in all subcontracts,
subrecipient agreements, or agreements involving the expenditure of federal funds.
19. RELIGIOUS ORGANIZATION.
No portion of the ARPA Funds shall be used in support of any sectarian or religious
activity. In addition, there must be no religious or membership criteria for clients of an ARPA-
funded activity.
19.1 Separation of Explicitly Religious Activities.
ARPA SUBRECIPIENT CONTRACT
Tesas Wesleyan University Public Utilities Relocation Page 28 of 41
TWU retains its independence and may continue to carry out its mission, including the
definition, development practice, and expression of its religious beliefs, provided that it does not
use ARPA Funds to support or engage in any explicitly religious activities (including activities
that involve overt religious content such as worship, religious instruction, or proselytization), or
in any other manner prohibited by law.
19.2 Explicitly Religious Activities.
If TWU engages in explicitly religious activities (including activities that involve overt
religious content such as worship, religious instruction, or proselytization), the explicitly religious
activities must be offered separately, in time or location, from the programs or activities supported
by ARPA Funds.
20. LITIGATION AND CLAIMS.
TWU shall give City immediate notice in writing of any action, including any proceeding
before an administrative agency, filed against TWU or any subcontractors, vendors, and
subrecipients in conjunction with this Contract or the Project generally. TWU shall furnish
immediately to City copies of all pertinent papers received by TWU, with respect to such action
or claim. TWU shall provide a notice to City within 10 calendar days upon filing under any
bankruptcy or financial insolvency provision of law.
21. NOTICE.
All notices required or permitted by this Contract must be in writing and shall be effective
upon receipt when (i) sent by U.S. Mail, with proper postage, certified mail return receipt
requested; (ii) by a nationally recognized overnight delivery service; or (iii) other commercially
reasonable manner; and addressed to the other Party at the address set out below or at such other
address as the receiving Party designates by proper notice to the sending Party.
City:
Economic Development Department
200 Texas Street
Fort Worth, TX 76102
Attention: Robert Stums
Telephone: 817-3 92-2661
Copy to:
City Attorney's Office
200 Texas Street
Fort Worth, TX 76102
TWU:
22. TWU HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT.
TWU represents that it possesses the legal authority, pursuant to any proper, appropriate
ARPA SUBRECIPIENT CONTRACT
Tesas Wesleyan University Public Utilities Relocation Page 29 of 41
and official motion, resolution or action passed or taken, to enter into this Contract and to perform
the responsibilities herein required.
23. COUNTERPARTS.
This Contract may be executed in multiple counterparts, each of which shall be considered
an original, but all of which shall constitute one instrument.
24. Intentionally Omitted.
25. BOYCOTTING ISRAEL PROHIBITED.
TWU acknowledges that in accordance with Chapter 2271 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains a written verification from the company that it: (1) does not boycott Israel; and
(2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this Contract, TWU, certifies that TWU's signature provides
written verification to City that FWHS: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of this Contract.
26. IMMIGRATION NATIONALITY ACT.
TWU shall verify the identity and employment eligibility of its employees who perform
work under this Contract, including completing the Employment Eligibility Verification Form (I-
9). Upon request by City, TWU shall provide City with copies of all I-9 forms and supporting
eligibility documentation for each employee who performs work under this Contract. TWU shall
adhere to all Federal and State laws as well as establish appropriate procedures and controls so that
no services will be performed by any TWU employee who is not legally eligible to perform such
services. TO THE EXTENT PERMITTED BY APPLICABLE LAW, FWHS SHALL
INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY FWHS,
FWHS' EMPLOYEES, SUBCONTRACTORS, SUBRECIPIENTS, AGENTS, OR
LICENSEES. City, upon written notice to TWU, shall have the right to immediately terminate
this Contract for violations of this provision by TWU.
27. Prohibition on Bovcottina Enerev Companies.
TWU acknowledges that in accordance with Chapter 2276 of the Texas Government Code,
the City is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more that is to be paid wholly or partly from public funds of the City with a company
with 10 or more full-time employees unless the contract contains a written verification from the
company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies
during the term of the contract. The terms "boycott energy company" and "company" have the
meaning ascribed to those terms by Chapter 2276 of the Texas Government Code. To the extent
that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this
Agreement, TWU certifies that TWU's signature provides written verification to the City
ARPA SUBRECIPIENT CONTRACT
Tesas Wesleyan University Public Utilities Relocation Page 30 of 41
that FWHS: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of this Contract.
28. Prohibition on Discrimination Against Firearm and Ammunition Industries.
TWU acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, the City is prohibited from entering into a contract for goods or services that
has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City
with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not have a practice, policy, guidance, or directive
that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The terms
"discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those
terms by Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the
Government Code is applicable to this Agreement, by signing this Agreement, TWU certifies
that F TWU's WHS's signature provides written verification to the City that FWHS: (1) does
not have a practice, policy, guidance, or directive that discriminates against a firearm entity
or firearm trade association; and (2) will not discriminate against a firearm entity or firearm
trade association during the term of this Contract.
29. ELECTRONIC SIGNATURES.
This Agreement may be executed by electronic signature, which will be considered as an
original signature for all purposes and have the same force and effect as an original signature. For
these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g.
via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted
via software such as Adobe Sign.
[SIGNATURES APPEAR ON NEXT PAGE]
ARPA SUBRECIPIENT CONTRACT
Tesas Wesleyan University Public Utilities Relocation Page 31 of 41
IN WITNESS WHEREOF, the Parties, by affixing their signatures below, execute this
Contract to be effective as of the Effective Date.
CITY OF FORT WORTH
By: William Johnson (Air 30,202418:17 CDT)
William Johnson, Assistant City Manager
Apr 30, 2024
Date:
4p49b�Qn
p s°f°fnRT0do
�o o40,
ATTEST:
v
o *oo0 * d
00
o <,
aEapS�ap
City Secretary
Jannette S. Goodall
M&C 22-0791
Dated 9/27/22
Form 1295: Not Required
Approval Recommended by:
Robert Stu rns(Apr 30, 2024 16:40 CDT)
Robert Sturns, Director
TEXAS WESLEYAN UNIVERSITY
By:
Name:p /yLC1S'er
Title: President
Date: L/1301202
APPROVED AS TO FORM AND LEGALITY:
Douglas Black (May 1, 202409:52 CDT)
Douglas W Black, Sr. Assistant City Attorney
City of Fort Worth 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.
Robert Sturns (Apr 30, 202416:40 CDT)
Name:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
ARPA SUBRECIPIENT CONTRACT
Tesas Wesleyan University Public Utilities Relocation Page 32 of 41
EXHIBITS:
Exhibit "A"
— Project Summary and Scope of Work
Exhibit
"B"
— Budget
Exhibit
"C"
— Construction Schedule
Exhibit
"D"
— Audit Requirements
Exhibit
z"
Loan Documents
Exhibit
"F"
— Reimbursement Forms
Exhibit
"G"
— Documentation of ARPA Requirements
Exhibit
"H"
— Federal Labor Standards Provisions - Davis -Bacon Requirements
Exhibit "I" F;eetion 3 Reporting Form*
Exhibit "I-1" — Section 3 Project Service Area Map
Exhibit a J" Standards for !''.,,,,plete ll.,..,,.,,.,ntatio
Exhibits that are struck through are not applicable to the Contract.
ARPA SUBRECIPIENT CONTRACT
Tesas Wesleyan University Public Utilities Relocation Page 33 of 41
EXHIBIT "A"
ARPA SUBRECIPIENT CONTRACT
Tesas Wesleyan University Public Utilities Relocation Page 34 of 41
ORT WORTH
PROJECT MANUAL
FOR
THE CONSTRUCTION OF
TEXAS WESLEYAN ATHLETIC COMPLEX PHASE 1
IPRC Record No. IPRC22-0115
City Project No. 104158
FED No. 30114-0200431-104158-EO7685
X FILE No: X-27392
Mattie Parker David Cooke
Mayor City Manager
Christopher P. Harder, P.E.
Director, Water Department
William Johnson
Director, Transportation and Public Works Department
Prepared for
The City of Fort Worth
JUNE 2022
KFM ENGINEERING AND DESIGN,
DAVID PITCHER, P.E.
F-20821
UNIT PRICE BID
SECTION 00 42 43
Developer Awarded Projects - PROPOSAL FORM
Project It.. I.f."ation
WA7F R
DAP -HID PROPOSAL
P.8. I ors
Bidder's Application
Biddo's Proposal
Bitilist J
Description
I Specification Sccfion No.
Una of
mca=e
Bid
Quantity
Unit Price
Bid Value
UNIT
1: WAT -R IMPROVEMENTS
2 3305.0109 Trench Sanety,
IT——
Water Fittings w/ Restraint
33111
1
TON
241
$9.5002.0 .00
$22.895.00
4 3311.0261 a" PVC Water Pipe
33 11 10,33 11 12
$10
068.00
5 0241.1D12 Remove 6" Water Line
024114
EA
653
32D.00
—$11a0eSgq
02 411. 14
LF
341
$3131.0
$10.230.00
7 0241.1302 Remove 6" Water Valve_
M.ye..
0241 14
M W.qp
_;3.000:00
'Remove 12" Water Valve
024114
EA.
2.
$Iffl, q.qq
_
9 3312.0061 'hir'eHydrant Assembly
331240
EA
2
10 3312.0117 Connection to Existing 4!'-12" Water Main
1331112,25
11 3312.2204 2" Water Service
... . ... ....
33 12 10
.—EA
EA
_3
1.
12 3312.2801
33.112 11
. ..
EA
.
I
_.$32,500.00
$32,500,00
I . 3 . 3312.3002 . . . . 6" . Gate 1. I Valve . . .
33 12 20
E A
-EA"
3
$ 1 a 0 0:00
$ 40000
4
34-12,2-0,
7
$3,400.00
33 12 20
1-1— --$1.500.00
5--00MID
—A§�Pqq- 00
16 )241.1510 Salvage Fire Hydrant
0241 14
EA
$1.500.00
TOTAL YNIT 1: WATER IMPROVEMENTS
$254.493.00
CrTy Of FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS
Pom Vinson May 22, 2019 DO 42 43Jid ?mpo,a1_DAP jcpw1cAc .,15,.
UNIT PRICE BID
i
Bidlist Item
No.
I 1
I 2
3
4
SECTION OD 42 43
Developer Awarded Projects - PROPOSAL FORM
Project Item Information
Description I Specification Section No.
SANITARYSEWER
DAP-BIDPROPOSAL
Pago 2 or S
Bidder's Application
Bidders Proposal
Unit of Bid Unit Price I Bid Value
Measure Quantity
UNIT II: SANITARY_ SEWER IMPROVEMENTS_
1
3301.0101 Manhole Vacuum Testinq
33 01 30
EA 1 1
$500.001
$500:00
3305-0109 Trench Safetv
3305 10
LF
5
$100.00
$500.00
3331.3201 V' Sewer Service
3331 50
EA
1
$6,500.00
$.6,500.00
3339.1001 4' Manhole
33 39 10, 33 39 20 I
EA
1
$8,000.00
$8.000.00
TOTAL UNIT II: SANITARY SEWER IMPROVEMENTS
$15.500.001
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS
Form Venian May 22.2019 00 42 43_Bid Prapnsol_DAP_x9m1te_Shcets--Jsx
UNIT PRICE BID
SECTION 00 42 43
Developer Awarded Projects - PROPOSAL FORM
Project Item Infomlation
DRAINAGE
DAP -BID PROPOSAL
Pea. 3 or 5
Bidder's Application
Bidlist Item) Desorption Specification Section No. Unit Of Bid
No. Meastue Quantity
UNIT III: DRAINACa_E IMPROVEMENTS
1 �9999.0000 T WIDE REINFORCED CONCRETE FLU9E 00 00 00 I LF 76
2 9999.0001 318" STEEL PLATE BOLTED DOWN &RUST 00 00 00 SF 18.1
PROOF
TOTAL UNIT III: DRAINAGE IMPROVEMENTS
Bidders Proposal
Unit Price I Bid Value.
$120.001 $9,120:00
$200,0011 $3.620.00
$12,740,00
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS
Form Vernon Mw• 22, 2019 0042 43_Bid Propos& DAP_rcpa t she .zlx
PAVING
DAP -BID PROPOSAL
Page of 5
SECTION 00 42 43
Developer Awarded Projects- PROPOSAL FORM
UNIT PRICE BID Bidder's Application
Project Item Information Bidder's Proposal
Bidlist Item) 1 Unit of id
Description Specification Section No. Measure Qmalty Unit Price Bid Value
Z. � :
UNIT IV: PAVINI.0, IMPROVEMENTS
1
0241,1100 Remove Asphalt Pavement
9,119
$20.00
$42 38 .00
2
0241.0100 Remove Sidewalk
024113
SF
etj�'O'
$4,.00_
$26.08.0.00
3'
bi4f. a6T k i;W6�� 6 o'n' creteb r'w—e
0,2,41 1-3—
SF
1,105
$6�00
$6,630.00
Remove Conc donci Pvmt......
0241 15
SY
281
30.09
-Qq
Remove C.u.rb.&.Gu.tte.r-
6
...Conc
0241.1607 T'Surface Milling
0241 15
SY
369
$50.00
$18.460.00
Si6T.61'iT10Wide'ASphaItPvmt Repair, Residential
32.01'.17
LIF
Soo
_.Rq�
jzq.
1P.00
— ;K§,§j I
8
........ ...
3201.0201 Asphalt Pvmt Repair Beyond Defined Width,
3201 17
SY
336
$10 .00
R $ 5gkq.gq
9
3201,0614 Conc Pvmt Repair, Residential
32 01 29
BY
600.00
10 3212.02.02.3." Asphalt. Pvmt .Type ..0
32 12 16
—5y
_..§22.140.00
11
3213.0301 4" Conc Sidewalk
321320
SF
3-014
V30140.00
12
3213.0505 Barrier Free Ramp, Type
$21320
EA
4
$3.20000
$12.800..00.
$60.
L-09
$4 0 0.00
. -
14
3217.4301 Grrio�� ��i Marking
3217 23
LIF
286
$4.
$1,144.00
347.1,09011- Ron'trol.
. 13
— MO—
__.1__.J3,qq0.Q0_$A0.q0._0.0
16
-Traffic
9999.0002 R - emove Ex. Bollards
0000 00
EA
6
$60066
$3,0 0.00,
117
9999.0003 Remove Ex. Street Sign
00 00 00
EA
2
18
9999.0004 Remove Ex. Bench
00 00 00
EA
1
$500.00
$500.00
TOTAL UNIT IV: PAVING
IMPROVEMENTS
$358544.00
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS
Form Vergion Mry 22,2019 00 42 43,11id
UNIT PRICE BID
SECTION 00 42 43
Developer Awarded Projects • PROPOSAL FORM
Project Item Information
STREET LIGHTING
DAP -DID PROPOSAL
Pege 5 urS
Bidder's Application
Bidlist
Item No.
Description
Specification Section No.
Unit of
Measure
Bid
Quantity
UNIT V: STREET LIGHTING IMPROVEMENTS
1
— ....—
3441.3323 Furnish/Install 8' Wood Light Pole Ann
._...._ _.__...._......._ _ .......... _-_...._.....g_.__......_.. _
34 41 20
—
EA
.—.......
1
_ ..�.
2
3441.3201 LED Lighting Fixture
- —
34 41 20
..
EA
1
3 __
3441.3336 Install 30' Wood Light Pole
34 41 20 u
-.
�EA.
1
_. 4 _.
3441.3501 Salvage Street Light Pole
34 41 20
EA
3
I
TOTAL UNIT V-STREET LIGHTING IMPROVEMENTS
Bid Summary
UNIT 1: WATER IMPROVEMENTS
UNIT II: SANITARY SEWER IMPROVEMENTS
UNIT III: DRAINAGE IMPROVEMENTS
UNIT IV: PAVING IMPROVEMENTS
UNIT V: STREET LIGHTING IMPROVEMENTS
This Bid is submitted by the entity named below:
BIDDER:
Bidder's Proposal
Unit Price I Bid Value
___$1,000.00
$1,000,00,
$1 000,00k
$1 000 00
_ $3 500 00
i __
$3 . 00
$1000.001
$3000,00
$8,500.00 1
$254,493.00 j
$15,500.001
$12,740.00 1
$358,644.001
$8,500,001
Total Construction Bid $649,777.00 1
BY:
TITLE:
DATE:
Contractor agrees to complete WORK for FINAL ACCEPTANCE within 90
CONTRACT commences to run as provided In the General Conditions.
END OF SECTION
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS
Forth Vemioo Mey 24 2014
working days after the date when the
00 42 43 Hid hopocd DAP scprme cAec,s.xlsa
00 45 12
DAP PREQUALIFICATION STATEMENT
Page 1 of 1
SECTION 00 4512
DAP— PREQUALIFICATION STATEMENT
Each Bidder is required to complete the information below by identifying the prequalified contractors
and/or subcontractors whom they intend to utilize for the major work type(s) listed. In the "Maior Work
Tvpe" box provide the complete maior work tvpe and actual description as provided by the Water
Department for water and sewer and TPW for paving.
Major Work Type
Water Distribution,
Development, 12-inch diameter
and smaller
Sewer Collection System,
Development, 8-inches and
smaller
Asphalt paving
construction/reconstruction
< 15,000 SY
Roadway and Pedestrian
Lighting
Contractor/Subcontractor Company Name Prequalification
Expiration Date
C OnatSerCcOEAYuCAr On TX 4 L. P. iOj 31 / 2Z_
C�-t�erC�r�StruCti�l �,L:P ice/ 31/-LZ
CCU ,O - C�XlsiYUC�h co TX, L-P. l / 3 / 23
c onayser ConsWu dial Tx t L-- P. k / -1 124
The undersigned hereby certifies that the contractors and/or subcontractors described in the table above
are currently prequalified for the work types listed.
BIDDER:
00(-)CaA-S0r- a)SV, -tCh <21() Tx , L . P.
533.1 vvidglta St.
t OVi- VVCVVh , TY- -i (Di 1 G
BY: '' lX t�. gCjk ns
(Signature)
TITLE: Pr2SiC1�Yl�
DATE:
END OF SECTION
CITY OF FORT WORM
STANDARD CONSTRUCTIONPREQUALIFICATiON STATEMENT —DEVELOPER AWARD® PROJECTS
Form Ve rs ion September 1, 2015
00 45 12—Prequalification Statement 2015_DAP.docx
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
30
31
32
33
34
35
36
37
38
39
004526-1
CONTRACTOR COMPLIANCE WITH WORKER'S COMPENSATION LAW
Page I of 1
SECTION 00 45 26
CONTRACTOR COMPLIANCE WITH WORKER'S COMPENSATION LAW
Pursuant to Texas Labor Code Section 406.096(a), as amended, Contractor certifies that it
provides worker's compensation insurance coverage for all of its employees employed on City
Project No. 103772. Contractor further certifies that, pursuant to Texas Labor Code, Section
406.096(b), as amended, it will provide to City its subcontractor's certificates of compliance with
worker's compensation coverage.
CONTRACTOR:
C` C t err_ 1StY1,lCtiCYI TX, L. i�. By: bylxO I - rt Unn Ins
Company (Please`Wint)
c 1 \IUI(Yiltn St".
Address
Ft v,v- WO►y"-) TX -1l01 1 q
City/State/Zip
THE STATE OF TEXAS §
COUNTY OF TARRANT §
Signature:
Title: R-esd-en+
(Please Print)
BEFORE ME, the undersigned authority, on this day personally appeared
'P7i co }-•il Q9i ns known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same as
the act and deed of k� c�5 i d in )1-" for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this W day of
202-7-
�P?y pim•. KATHERINE ROSE
A NOTARY PUBLIC
* *: ID# 133467933 Notary Public in and for the State of Texas
• '�y` State of Texas
Comm. Exp.11-30.2025
END OF SECTION
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised April 2, 2014
TWU Athletic Complex Phase 1
104158
005243-1
Developer Awarded Project Agreement
Page 1 of 4
1 SECTION 00 52 43
2 AGREEMENT
3 THIS AGREEMENT, authorized on is made by and between the Developer,
4 Texas Wesleyan University, authorized to do business in Texas ("Developer") , and Conatser
5 Construction L ugh its duly authorized
6 represen�tativ�, `Contractor"). '
7 Developer and Contractor, in consideration of the mutual covenants hereinafter set forth, agree as
8 follows:
9 Article 1. WORK
10 Contractor shall complete all Work as specified or indicated in the Contract Documents for the
11 Project identified herein.
12 Article 2. PROJECT
13 The project for which the Work under the Contract Documents may be the whole or only a part is
14 generally described as follows:
15 TWU ATHLETIC COMPLEX PHASE 1
16 104158
17 Article 3. CONTRACT TIME
18 3.1 Time is of the essence.
19 All time limits for Milestones, if any, and Final Acceptance as stated in the Contract
20 Documents are of the essence to this Contract.
21 3.2 Final Acceptance.
22 The Work will be complete for Final Acceptance within 90 working days after the date
23 when the Contract Time commences to run as provided in Paragraph 12.04 of the Standard
24 City Conditions of the Construction Contract for Developer Awarded Projects.
25 3.3 Liquidated damages
26 Contractor recognizes that time is of the essence of this Agreement and that Developer
27 will suffer financial loss if the Work is not completed within the times specified in
28 Paragraph 3.2 above, plus any extension thereof allowed in accordance with Article 10 of
29 the Standard City Conditions of the Construction Contract for Developer Awarded
30 Projects. The Contractor also recognizes the delays, expense and difficulties involved in
31 proving in a legal proceeding the actual loss suffered by the Developer if the Work is not
32 completed on time. Accordingly, instead of requiring any such proof, Contractor agrees
33 that as liquidated damages for delay (but not as a penalty), Contractor shall pay
34 Developer Zero Dollars ($0.00) for each day that expires after the time specified in
35 Paragraph 3.2 for Final Acceptance until the City issues the Final Letter of Acceptance.
CITY OF FORT WORTH TWU ATHLETIC COMPLEX Phase 1
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS — DEVELOPER AWARDED PROJECTS 104158
Revised June 16, 2016
005243-2
Developer Awarded Project Agreement
Page 2 of 4
36 Article 4. CONTRACT PRICE
37 Developer agrees to pay Contractor for performance of the Work in accordance with the Contract
38 Documents an amount in current funds of Dollars
39 ($ kO-�q ,1�1� CO ).
40 Article 5. CONTRACT DOCUMENTS
41 5.1 CONTENTS:
42
A. The Contract Documents which comprise the entire agreement between Developer and
43
Contractor concerning the Work consist of the following:
44
1.
This Agreement.
45
2.
Attachments to this Agreement:
46
a. Bid Form (As provided by Developer)
47
1) Proposal Form (DAP Version)
48
2) Prequalification Statement
49
3) State and Federal documents (project specific)
50
b. Insurance ACORD Form(s)
51
c. Payment Bond (DAP Version)
52
d. Performance Bond (DAP Version)
53
e. Maintenance Bond (DAP Version)
54
f. Power of Attorney for the Bonds
55
g. Worker's Compensation Affidavit
56
h. MBE and/or SBE Commitment Form (If required)
57
3.
Standard City General Conditions of the Construction Contract for Developer
58
Awarded Projects.
59
4.
Supplementary Conditions.
60
5.
Specifications specifically made a part of the Contract Documents by attachment
61
or, if not attached, as incorporated by reference and described in the Table of
62
Contents of the Project's Contract Documents.
63
6.
Drawings.
64
7.
Addenda.
65
8.
Documentation submitted by Contractor prior to Notice of Award.
66
9.
The following which may be delivered or issued after the Effective Date of the
67
Agreement and, if issued, become an incorporated part of the Contract Documents:
68
a. Notice to Proceed.
69
b. Field Orders.
70
c. Change Orders.
71
d. Letter of Final Acceptance.
72
73
CITY OF FORT WORTH TWU ATHLETIC COMPLEX Phase 1
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS — DEVELOPER AWARDED PROJECTS 104158
Revised June 16, 2016
005243-3
Developer Awarded Project Agreement
Page 3 of 4
�zl:Wm ry-16 101110401011 W 14KIN 11110I
75 6.1 Contractor covenants and agrees to indemnify, hold harmless and defend, at its own
76 expense, the city, its officers, servants and employees, from and against any and all
77 claims arising out of, or alleged to arise out of, the work and services to be performed
78 by the contractor, its officers, agents, employees, subcontractors, licenses or invitees
79 under this contract. This indemnification arovision is snecificaliv intended to overate
80 and be effective even if it is alleged or Droven that all or some of the damages being
81 sought were caused, in whole or in Dart, by anv act, omission or negligence of the city.
82 This indemnity provision is intended to include, without limitation, indemnity for
83 costs, expenses and legal fees incurred by the city in defending against such claims and
84 causes of actions.
85
86 6.2 Contractor covenants and agrees to indemnify and hold harmless, at its own expense,
87
the city, its officers, servants and employees, from and against any and all loss, damage
88
or destruction of property of the city, arising out of, or alleged to arise out of, the work
89
and services to be performed by the contractor, its officers, agents, employees,
90
subcontractors, licensees or invitees under this contract. This indemnification
91
provision is specifically intended to overate and be effective even if it is alleged or
92
aroven that all or some of the dama2cs being- sought were caused, in whole or in Dart,
93
by anv act. omission or ne>zligence of the city.
94
95
Article 7. MISCELLANEOUS
96
7.1
Terms.
97
Terms used in this Agreement are defined in Article 1 of the Standard City Conditions of
98
the Construction Contract for Developer Awarded Projects.
99
7.2
Assignment of Contract.
100
This Agreement, including all of the Contract Documents may not be assigned by the
101
Contractor without the advanced express written consent of the Developer.
102
7.3
Successors and Assigns.
103
Developer and Contractor each binds itself, its partners, successors, assigns and legal
104
representatives to the other party hereto, in respect to all covenants, agreements and
105
obligations contained in the Contract Documents.
106
7.4
Severability.
107
Any provision or part of the Contract Documents held to be unconstitutional, void or
108
unenforceable by a court of competent jurisdiction shall be deemed stricken, and all
109
remaining provisions shall continue to be valid and binding upon DEVELOPER and
110
CONTRACTOR.
111
7.5
Governing Law and Venue.
112
This Agreement, including all of the Contract Documents is performable in the State of
113
Texas. Venue shall be Tarrant County, Texas, or the United States District Court for the
114
Northern District of Texas, Fort Worth Division.
CITY OF FORT WORTH TWIJ ATHLETIC COMPLEX Phase l
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS — DEVELOPER AWARDED PROJECTS 104158
Revised June 16, 2016
005243-4
Developer Awarded Project Agreement
Page 4 of 4
115
116 7.6 Authority to Sign.
117 Contractor shall attach evidence of authority to sign Agreement, if other than duly
118 authorized signatory of the Contractor.
119
120 IN WITNESS WHEREOF, Developer and Contractor have executed this Agreement in multiple
121 counterparts.
122
123 This Agreement is effective as of the last date signed by the Parties ("Effective Date").
124
Contractor:
B �.
70
(Si ure)
A►'Cyk ttViCC3 i C1S
(PrMed Name)
Developer:
Digitally signed by Donna S.
Donna S. Nance Dance
Date: 2022.09.28 16:44:52
B 1' :-0500'
(Signature)
Donna Nance
(Printed Name)
Title: PreSid(�en-" Title: Vice President Finance & Administration
Company Name:CCCWQ�f` Company name: Texas Wesleyan University
Address: CG(1.S1V"CbCY) -M , I • P. Address: 1201 Wesleyan St.
\Ai i r k1 i in \Ri7
City/State/Zip: FrVt J\CM _T\)(1lDl iq City/State/Zip: Fort Worth, TX 76105
Date Date
125
CITY OF FORT WORTH TWU ATHLETIC COMPLEX Phase I
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS — DEVELOPER AWARDED PROJECTS 104158
Revised June 16, 2016
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
00 61 25 - 1
CERTIFICATE OF INSURANCE
Page I of 1
SECTION 00 6125
CERTIFICATE OF INSURANCE
[Assembler: For Contract Document execution, remove this page and replace with standard
ACORD Certificate of Insurance form.]
END OF SECTION
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS
Revised July 1, 2011
TWU Athletic Complex Phase 1
104158
Bond No. 0247465
1
2
3
4
5
6
7
8
9
10
11
12
13
14
IS
16
17
006213-1
PERFOMMANCE BOAM
Page I of 3
SECTION 00 62 13
PERFORMANCE BOND
THE STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF TARRANT §
That we, Conatser Construction TX, L.P. , known as
"Principal" herein and Berkley Insurance Company _, a corporate
surety(sureties, if more than one) duly authorized to do business in the State of Texas, known as
"Surety" herein (whether one or more), are held and firmly bound unto the Developer,
Champions Way DFW, LP, authorized to do business in Texas ("Developer") and the City of Fort
Worth, a Texas municipal corporation ("City"), in the penal Sum Of. Six Hundred Forty Nine Thousand,
Seven Hundred Seventy Seven and No/100------------- Dollars ($ 649,777.00
lawful money of the United States, to be paid in Fort Worth, Tarrant County, Texas for the
payment of which sum well and truly to be made jointly unto the Developer and the City as dual
obligees, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly
and severally, firmly by these presents.
18 WHEREAS, Developer and City have entered into an Agreement for the construction of
19 community facilities in the City of Fort Worth by and through a Community Facilities
20 Agreement, CFA Number 21-0155 ;and
21 WHEREAS, the Principal has entered into a certain written contract with the Developer awarded
22 the day of ., 20�, which Contract is hereby referred to and made a
23 part hereof for all purposes as if fully set forth herein, to furnish all materials, equipment labor
24 and other accessories defined by law, in the prosecution of the Work, including any Change
25 Orders, as provided for in said Contract designated as TWU Athletic Complex Phase 1.
26 NOW, THEREFORE, the condition of this obligation is such that if the said Principal
27 shall faithfully perform it obligations under the Contract and shall in all respects duly and
28 faithfully perform the Work, including Change Orders, under the Contract, according to the plans,
29 specifications, and contract documents therein referred to, and as well during any period of
30 extension of the Contract that may be granted on the part of the Developer and/or City, then this
31 obligation shall be and become null and void, otherwise to remain in full force and effect.
CITY OF FORT WOR-1'14 TWU Athletic Complex Phase 1
STANDARD CITY CONDITIONS — MVELOPER AWARDED PROJECTS 104158
Revised January 31, 2012
006213-2
PERFORMANCE BOND
Page 2 of 3
I PROVIDED FURTHER, that if any legal action be filed on this Bond, venue shall lie in
2 Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort
3 Worth Division.
4 This bond is made and executed in compliance with the provisions of Chapter 2253 of the
5 Texas Government Code, as amended, and all liabilities on this bond shall be determined in
6 accordance with the provisions of said statue.
7
8
9
to
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
+1
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
IN WITNESS WHEREOF, the Principal and the Surety have SIGNED and SEALED
this instrument by duly authorized agents and officers on this the -day of
20
PRTINCIPAL:
Conatser Construction TX, L.P.
BY:/
ATTEST:Signature��r
a.�,��, Brock Huggins, President
ncipal) Secrelf�l0 (PnName and Title
RAYJ-v
Witness as to Principal
Address: 5327 Wichita St.
Fort Worth, TX 76119
SURETY:
Berkley Insurance Company
BY
Signature
Robbi Morales, Attorney -in -fact
Name and Title
Address: 5005 LBJ Freeway, Suite 1500
Dallas, TX 75244 _
tness as to Surety Telephone Number: 214/989-0000
*]Note: If signed by an officer of the Surety Company, there must be on file a certified extract
from the by-laws showing that this person has authority to sign such obligation. If
Surety's physical address is different from its mailing address, both must be provided.
CITY of FORT WORTH TWU Athletic Complex Phase 1
87 ANDARD CITY CONDITIONS — UFVELUPER AWARDED PROJECTS 104158
Revistd January 31, 2012
006213-3
PERFORMANCE BOND
Page 3 of 3
The date of the bond shall not be prior to the date the Contract is awarded.
C11"Y OF FORT WORTH TWU Athletic Complex Phase 1
STANDARD CITY CONDITIONS — DEVELOPER AWARDED PROJECTS 1041 SR
Revised January 31, 2012
Bond No. 0247465
006214-1
PAYMENTBOND
Page I of 2
I SECTION 00 62 14
2 PAYMENT BOND
3
4 THE STATE OF TEXAS §
5 § KNOW ALL BY THESE PRESENTS:
6 COUNTY OF TARRANT §
7 That we, _ Conatser Construction TX, LP. d known as
8 "Principal" herein, and _ _ _Berkley Insurance Company �_ a
9 corporate surety ( or sureties if more than one), duly authorized to do business in the State of Texas,
10 known as "Surety" herein (whether one or more), are held and firmly bound unto the Developer,
11 Champions Way DFW, LP, authorized to do business in Texas "(Developer"), and the City of Fort
12 Worth, a Texas municipal corporation ("City"), in the penal sum
Six Hundred Forty Nine Thousand,
13 of S.eYeiLHuAdred.Seventy.Seven and No/100---------- Dollars ($ 649,777.00 _ I,
14 lawful money of the United States, to be paid in Fort Worth, Tarrant County, Texas, for the payment
15 of which sum well and truly be made jointly unto the Developer and the City as dual obligees, we
16 bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally,
17 firmly by these presents:
18 WHEREAS, Developer and City have entered into an Agreement for the construction of
19 community facilities in the City of Port Worth, by and through a Community Facilities Agreement,
20 CFA Number 21-0155; and
21 WHEREAS, Principal has entered into a certain written Contract with Developer, awarded
22 the day of _ LL , 20 which Contract is hereby referred to
23 and made a part hereof for all purposes as if fully set forth herein, to furnish all materials,
24 equipment, labor and other accessories as defined by law, in the prosecution of the Work as
25 provided for in said Contract and designated as TWU Athletic Complex Phase 1.
26 NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that if
27 Principal shall pay all monies owing to any (and all) payment bond beneficiary (as defined in
28 Chapter 2253 of the Texas Government Code, as amended) in the prosecution of the Work under
29 the Contract, then this obligation shall be and become null and void; otherwise to remain in frill
30 force and effect.
CITY OF FORT WORTH TWU Athletic Complex Phase 1
STANDARD errY CONDITIONS — DEVCI.OPF.R AWARDED PROJECTS 104159
Reviscd January 31, 2012
006214-2
•PAYMFNT BOND
Page 2 of 2
t This bond is made and executed in compliance with the provisions of Chapter 2253 of the
2 Texas Government Code, as amended, and all liabilities on this bond shall be determined in
3 accordance with the provisions of said statute.
4 IN WITNESS WHEREOF, the Principal and Surety have each SIGNED and SEALED
5 this instrument by duly authorized agents and officers on this the _ _ day of
6 , 20
7
PRINCIPAL:
Conatser Construction TX, L.P.
ATTEST: BY,
Signature
� `. _
Brock Huggins,, President
(Principal) Secret— Name and Title
Address: 5327 Wichita St.
Fort Worth, TX 76119
KOCXA--t-) kA3
Witness as to Principal
SURETY -
Berkley Insurance Company
ATTEST: BY:
Signature
�/nd✓�___ Robbi Morales, Attorney -in -fact
(Surety) Secretary Name and Title
Address: 5005 LBJ Freeway, Suite 1500
Dallas, TX 75244_ W
itness Surety
Telephone Number: 214/989-0000
8
9 Note: If signed by an officer ofthe Surety, there must be on file a certified extract from the bylaws
to showing that this person has authority to sign such obligation. If Surety's physical address is
11 different from its mailing address, both must be provided.
12
13 The date of the bond shall not be prior to the date the Contract is awarded,
14 END OF SECTION
C11Y OF FORT WORTH TWU Athletic Complex Phase I
STANDARD CITY CONDITIONS — DEVELOPER AWARDED PROJFCi;S 104159
Revised January 31, 2012
Bond No. 0247465
0062 19 - 1
MAINTENANCE BOND
Page I of 3
SECTION 00 62 19
2 MAINTENANCE BOND
3
4 THE STATE OF TEXAS §
5 § JC OW ALL BY THESE PRESENTS:
6 COUNTY OF TARRANT §
7
8 That we Conatser Construction TX, L.P. known as
9 "Principal" herein and Berkley Insurance Company , a corporate surety
10 (sureties, if more than one) duly authorized to do business in the State of Texas, known as
11 `'Surety" herein (whether one or more), are held and firmly bound unto the Developer,
12 Champions Way DFW, LP, authorized to do business in Texas ("Developer') and the City of Fort
13 Worth, a Texas municipal corporation ("City"), in the sum
Six Hundred Forty Nine Thousand,
14 of. Seven Hundred Seventy Seven and No%100 ------- Dollars ($ 649,777.00
15 lawful money of the t;nited States, to be paid in Fort Worth, Tarrant County, Texas, for payment
16 of which sum well and truly be made jointly unto the Developer and the City as dual obligees and
17 their successors, we bind ourselves, our heirs, executors, administrators, successors and assigns,
18 jointly and severally, firmly by these presents.
19
20 WHEREAS, Developer and City have entered into an Agreement for the construction of
21 community facilities in the City of Fort Worth by and through a Community Facilities
22 Agreement, CFA Number
23 WHEREAS, the Principal has entered into a certain written contract with the Developer
24 awarded the day of 20_, which Contract is
25 hereby referred to and a made part hereof for all purposes as if fully set forth herein, to furnish all
26 materials, equipment labor and other accessories as defined by law, in the prosecution of the
27 Work, including any Work resulting from a duly authorized Change Order (collectively herein,
28 the "Work") as provided for in said Contract and designated as TW U Athletic Complex Phase 1.
29
30 WHEREAS, Principal binds itself to use such materials and to so construct the Work in
31 accordance with the plans, specifications and Contract Documents that the Work is and will
32 remain free from defects in materials or workmanship for and during the period of two (2) years
33 after the date of Final Acceptance of the Work by the City ("Maintenance Period"); and
34
CITY OF FORT WORTH TWU Athletic Complex Phase I
STANDARD CITY CONDMONS—DEVELOPER AWARDED PROMMS 104158
Revised January 31, 2012
1
0�
3
4
5
6
7
8
9
IQ
11
12
13
14
15
16
17
18
19
24
21
22
23
0062 19-2
IMAINI'ENANCE POND
Page 2 or 3
WHEREAS, Principal binds itself to repair or reconstruct the Work in whole or in part
upon receiving notice from the Developer and/or City of the need thereof at any time within the
Maintenance Period.
NOW THEREFORE, the condition of this obligation is such that if Principal shall
remedy any defective Work, for which timely notice was provided by Developer or City, to a
completion satisfactory to the City, then this obligation shall become null and void; otherwise to
remain in full force and effect.
PROVIDED, HOWEVER, if Principal shall fail so to repair or reconstruct any timely
noticed defective Work, it is agreed that the Developer or City may cause any and all such
defective Work to be repaired and/or reconstructed with all associated costs thereof being borne
by the Principal and the Surety under this Maintenance Bond; and
PROVIDED FURTHER, that if any legal action be tiled on this Bond, venue shall lie in
Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort
Worth Division; and
PROVIDED FURTHER, that this obligation shall be continuous in nature and
successive recoveries may be had hereon for successive breaches.
CITY OF FORT WORTH
STANDARD CITY CONDI 11ONS — DF.VNI.UPhR AWARDED PROJEX rS
Revised January 31, 2012
TWIT Athletic Complex Phase 1
104159
0062 19-3
MAIN'rRNANCF BONI)
Page 3 a 3
I IN WITNESS WHEREOF, the Principal and the Surety have each SIGNED and SEALED this
2 instrument by duly authorized agents and officers on this the day of
3 .20
4
5 PRINCIPAL:
6 Conatser Construction TX, L.P.
7
8 /�% %P ti
9 B� : e od
10 Signature
II ATTESTT.-
12
13 Brock Huggins, President
14 (Principal) Secreeta,Ip Name and Title
15
16 Address: 5327 Wichita St.
17 Fort Worth, TX 76119
18 K R�
19
20 Witness as to Principal
21 SURETY
22 Berkley Insurance Company
23
24
25 BY:
26 Signature
27
28 Robbi Morales, Attorney -in -fact
29 ATTEST: Name and Title
30 CC
31 '•}lfC�r-- Address: 5005 LBJ Freeway, Suite 1500
32 (Sure }Secretary
Dallas,, TX .75244 .. _
33
34
35 1 ' n ss as to Surety Telephone Number: 214/989-0000
36
37 *Note: If signed by an officer of the Surety Company, there must be on file a certified extract
38 from the by-laws showing that this person has authority to sign such obligation. If
39 Surety's physical address is different from its mailing address, both must be provided.
40
41 The date of the bond shall not be prior to the date the Contract is awarded
42
CITY OF FORT WORTH TWU Athletic Complex Phase I
STANDARD CITY CONDITIONS — DF.VF.I.OPF.R AWARDED PROJECTS 104158
Revised January 31, 2012
No. BI-7280k-el
POWER OF ATTORNEY
BERKLEY INSURANCE COMPANY
WILMINGTON, DELAWARE
NOTICE: The warning found elsewhere in this Power of Attorney affects the validity thereof. Please review carefully.
KNOW ALL MEN BY THESE PRESENTS, that BERKLEY INSURANCE COMPANY (the "Company"), a corporation duly
organized and existing under the laws of the State of Delaware, having its principal office in Greenwich, CT, has made, constituted
and appointed, and does by these presents make, constitute and appoint: Ricardo J. Reyna; Don E. Cornell, Sophinie Hunter;
Robbi Morales, Kelly A. Westbrook; Tina McEivan; Joshua Saunders; Tonie Petranek; or Mikaela Peppers of Aon Risk
Services Southwest, Inc. of Dallas, TX its true and lawful Attorney -in -Fact, to sign its name as surety only as delineated below
and to execute, seal, acknowledge and deliver any and all bonds and undertakings, with the exception of Financial Guaranty
Insurance, providing that no single obligation shall exceed Fifty Million and 00/100 U.S. Dollars (U.S.$50,000,000.00), to the
same extent as if such bonds had been duly executed and acknowledged by the regularly elected officers of the Company at its
principal office in their own proper persons.
This Power of Attorney shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware,
without giving effect to the principles of conflicts of laws thereof. This Power of Attorney is granted pursuant to the following
resolutions which were duly and validly adopted at a meeting of the Board of directors of the Company held on January 25, 2010:
RESOLVED, that, with respect to the Surety business written by Berkley Surety, the Chairman of the Board, Chief
Executive Officer, President or any Vice President of the Company, in conjunction with the Secretary or any Assistant
Secretary are hereby authorized to execute powers of attorney authorizing and qualifying the attorney -in -fact named therein
to execute bonds, undertakings, recognizances, or other suretyship obligations on behalf of the Company, and to affix the
corporate seal of the Company to powers of attorney executed pursuant hereto; and said officers may remove any such
attorney -in -fact and revoke any power of attorney previously granted; and further
RESOLVED, that such power of attorney limits the acts of those named therein to the bonds, undertakings, recognizances,
or other suretyship obligations specifically named therein, and they have no authority to bind the Company except in the
manner and to the extent therein stated; and further
RESOLVED, that such power of attorney revokes all previous powers issued on behalf of the attorney -in -fact named; and
further
RESOLVED, that the signature of any authorized officer and the seal of the Company may be affixed by facsimile to any
power of attorney or certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or
other suretyship obligation of the Company; and such signature and seal when so used shall have the same force and effect as
though manually affixed. The Company may continue to use for the purposes herein stated the facsimile signature of any
person or persons who shall have been such officer or officers of the Company, notwithstanding the fact that they may have
ceased to be such at the time when such instruments shall be issued.
IN VATN1✓SS V,*'IIEREOF, the Company has caused these presents to. be signed and attested by its appropriate officers and its
corporate seal hereunto affixed this 11th day of May /, 2022 .
Attest / Berkl ' Insurance Company
' a5�1RAN�F �rl
C
' � rJAPORgrF. 0� A
By B
397s L-a . Lederman Je after
��awaR`` Executive Vice President & Secretary Se c` resident
STATE OF CO.'ECTICUT )
) ss:
COUNTY OF FAMFI:ELD )
Sworn to before me, a Notary Public in the State of Connecticut, t'nis 11 th day of . May 2022 , by Ira S. Lederman
and Jeffrey M. Halter who are sworn to me to be the Executive Vice President Secretary, and t' A Senior Vice President,
respectively, of Berkley Insurance Company. M NOTARY PPUUBI�ICC A�/KEN ,
CONNECTICUT
MY COMMISSION : Otary Public, State of Connecticut
CERTIFICATE
I, the undersigned, Assistant Secretary of BERKLEY INSURANCE COMPANY, DO HEREBY CERTIFY that the foregoing is a
true, correct and complete copy of the original Power of Attorney; that said Power of Attorney has not been revoked or rescinded
aud.. =t he authority of the Attorney -in -Fact set forth therein, who executed the bond or undertaking to which this Power of
RaN
Ate++ r :'cached, is in full force and effect as of this date.
�.iiider my hand and seal of the Company, this day of
_
297, �±
�°Fc nwaR`Vincent P. Forte
IMPORTANT NOTICE
To obtain information or make a complaint:
You may call Berkley Surety Group, LLC and its affiliates by
telephone for information or to make a complaint:
BERKLEY SURETY GROUP, LLC
Please send all notices of claim on this bond to:
Berkley Surety Group, LLC
(866) 768-3634
412 Mount Kemble Avenue, Suite 31ON
Morristown, NJ 07960
Attn: Surety Claims Department
You may contact the Texas Department of Insurance to obtain
information on companies, coverages, rights or complaints at:
1-800-252-3439
You may write the Texas Department of Insurance:
P. O. Box 149104
Austin, TX 78714-9104
Fax: (512) 475-1771
Web: http://www.tdi.state.tx.us
E-mail: ConsumerProtection �'tdi.state.tx.us
PREMIUM OR CLAIM DISPUTES:
Should you have a dispute concerning your premium or about a claim
you should contact your agent or Berkley Surety Group, LLC first. if
the dispute is not resolved, you may contact the Texas Department of
Insurance.
ATTACH THIS NOTICE TO YOUR BOND:
This notice is for information only and does not become a part or
condition of the attached document and is given to comply with Texas
legal and regulatory requirements.
EXHIBIT `B"
ARPA SUBRECIPIENT CONTRACT
Tesas Wesleyan University Public Utilities Relocation Page 35 of 41
EXHIBIT "B"
UNIT PRICE BID
SECTION 00 42 43
DeveloperAwarded Projects - PROPOSAL FORM
Project Item Information
STREET LIGHTING
DAP -DID PROPOSAL
Peg. 5 of 5
Bidder's Application
Bidlist
Item No.
Description Specification Section No.
Unit of
Measure
Bid
Quantity
UNIT V: STREET 41GHTING IMPROVEMENTS
1
3441.3323 Furnish/Install 8' Wood Light Pole Arm 3441 20
EA
1
2 _
3441.3201 LED Lighting Fixture 3441 20
EA
1
3_
3441.3336 Install 30' Wood Light Pole 3441 20��--T
EA
1
4
3441.3501 Salvage Street Light Pole 3441 20 `M
EA —
3
TOTAL UNIT V: STREET LIGHTING IMPROVEMENTS
Bid Summary
UNIT I: WATER IMPROVEMENTS
UNIT II: SANITARY SEWER IMPROVEMENTS
UNIT III: DRAINAGE IMPROVEMENTS
UNIT IV: PAVING IMPROVEMENTS
UNIT V: STREET LIGHTING IMPROVEMENTS
Total Construction Bid
This Bid is submitted by the entity named below:
Bidder's Proposal
Unit Price I Bid Value
$1,000.00 _ __ $1,000.00
$1,000.00
_ $.3,500.00 _ $3,500.00
$1,000.00 $3,000.00
$8,500.00 1
$264,493.00
$16,600.001
$12,740.00
$368,644.00
$8,600.00
$649,777.00
BIDDER: BY: BROCK HUGGINS
CONATSER CONSTRUCTION TX, L.P.
5327 VVICHITA ST.
FORT WORTH TX, 76119 TITLE: PRESIDENT
DATE: 10/04/2022
Contractor agrees to complete WORK for FINAL ACCEPTANCE within 90 working days after the date when the
CONTRACT commences to run as provided in the General Conditions.
END OF SECTION
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS
Fonn Version May 22.2019 00 42 43_Bid Proposal DAP separate shectsslss
EXHIBIT "C"
ARPA SUBRECIPIENT CONTRACT
Tesas Wesleyan University Public Utilities Relocation Page 36 of 41
EXHIBIT "Crr
TX Wes Athletics - Phase 1 & 2 Schedule FaRAMEL
Hot Task Name
Off -Site Utilities
141d
1 10/27/22
05/15/23
Conatser
In Progress
'] —as "a" "es
Documents B Submittals
_1
39tl
10/27/22
1v2m22
__JJL_I
Conatser
In Progress
_�
.mama B Submittals
13
- Engmeeretl Traffic Control Plan
12d
11/2822
12/13122
Conatar
In Progress
� 0eered Traffic Control Plan
IS
Review/Approval
5d
12107/22
12/1322
C.FW
Not Started
Re'r�wl Approval
16
?
- Removal of Existing
39tl
11/08/22
12/30/22
TX Was
Hot
SOW By Others
. 3emoval of Eoslmg
1 /
AT&T Damaged Pole at NW Comer of Site
39tl
1110822
12/30/22
TX Wee
Hot
Work being performed by AT&T
kT&T Damaged Pole at NW Corner of See
F
Finish date NOT confirmed by AT&T
- Were previously told 12/19
,
" DELAY - AT&T Damaged Pole Repairs
i -
Notice to P.... d (NTP)
o
12/30/22
12/30/22
4, 5, 16, 19
Ramel
Not Stated
4vobce to Proceed (NTP)
21
Mobilization
4d
01/03/23
01/06/23
13, 16, 20
Conatser
Not Started
_ Mobihzaban
- Construction Duration
90d
01/09/23
05/15/23
� Conshuctmn Duration
E
Utilities & Demo
45,1
01/09/23
03/10/23
21
Constar
Hot
2J
Pawng
30tl
03113/23
04/2423
23
Cameleer
On Track
9
251
MisG Lights/ Cleanup
15tl
M125/23
05/15/23
24
Cameleer
On Track
Mist Lightsl Cleanup
26
Ir-
F
Substantial Completion
0
05/15/23
OS/1523
23, 24, 25
Cameleer
On Track
+Subsembal
Complebon
27zl-
Fencing
28d
TBD
In Progress
28curement
21d
11/3U/22
122822
RameU TX W�
Hot
ur
rin ell
nt
29allellon
Sd
01/0323
01/0923
2133, 28
TBD
Hot
ion
ao
Up
& Treck
208d
10/27/2
08/18/23
In Progress
31
-1 Documents B Submttals
67d
10/27/22
01/30/23
Paragon
In Progress
1 )
ocuments&Submittals
36
- Submittal Issuance/Review
67d
10/27/22
01/30/23
Pamgon
In Progress
1
bmida11ssuan../Review
38
Review/ Approval
10d
1123122
12I06M
37
WRA/KFM
Hot
Partial returned 12/5/22 and 12/1922 B of 9)
Rewew/ App .
I
39
- Retaining Wall Sul -Development&
30d
12/1922
01/3023
Paragon
Hot
qtammg Wall Submdlal- Development B Approval
Approval
40
Fence Selection (RFI)
10d
1711922
12I3022
TX Wea/ WRA
Hot
Informal RFI (email) issued 12/19/22 requesting design intent
fence -
__cti- (RFI)
411
Submittal Development
10d
01/0323
0111623
40
Paragon
mttlial
Development
421
Pemat -COFW Re —/Approval
10d
0111723
01/3023
41
City of Fort Worth
IS.
Eft%-CoFW Review/Approval
431
F
Notice to Proceed (NTP)
6d
01/3123
02/06/23
31
TX Wes
Hot
Need contract executed
A No. to Proceed (NTP)
44 I
Mobilrzaban
0
02/06/23
02m6/23
MS +15d, 43
Paragon
Not St.d d
Pmj..t.d 4 weeks after Coast— "Ubhties & Demo" Start
M—Kaabon
451
Q Construction Dumb-
136E
.2107/23
M1B/23
44
Pamgon
Not Sheted
Consimct
46
Told Manufacture & Delivery
98d
1210]1 3
0626/23
Pamgon
On Track
Turf Manufacture & Dalr
47
—
MobilizelLayoul & SWPPP
2d
02107/23
2/
008/23
23SS, 36, 29
Paragon
On Track
M ibtl ze/Layoul8 SWPPP
�
48
Earthwork-CuOFAI
7d �
02I09/23
02/17/23
4]
Paragon
On Track
_
Qs = Ihwodc-DWFiII
491
—
Pad Prep- Mail ContlNomnglBase Cap/Ret
49d
02/20/23
0412823
48,42
Paragon
On Track
I Pad Prep- M& tore ConditioninglBa..I
Walls
50 I
Concrete Flatwork/ Drainage/ Asphalt Track
50d
04/24/23
07/0323
49FS -5d
Paragon
On Track
E ------- %Conereta Flatwork/ Dn
511
—
Tud Install- Log..Mumbms/IMII
19d
06/28/23
07/2523
46, 50FS4d
Paragon
On Track
I�Tud Install - Log
521
—
Track Install-Surfin-SealerlTop Coal
16d
07/26/23
W1623
51
Paragon
On Track
Track lnst
531
Substantial Completion
0
08/16/23
OB/1623
52
Paragon
On Track
< lSubstanbx
54
Punch List and Final Clean
2d
OB/1]/23
OB/18/23
53
Pamgon
On Track
0 Punch Lis
ss
SiteElectrical & Sports Lighting
188d
64 I
In
Notice to Proceed (NTP)
5d
12/09/22
12/1522
Ramat
Hot
Need contract executed
NobNoboo to Pnxxm,1 TP)
6s
P
Mobilization
0
1110 23
03/06/23
64. 44SS i20d
Nema 3
Not Started
Projected 4 weeks after Paragon Mobif ation
<,
66
�
I] Construction Duration
53d
03/0723
05/19/23
Nema 3
On Track
Construction Durabon
67
- Sequence 1
24tl
0310723
04/07/23
Name 3
On Tel
11me
1
681
F
Trench
24tl
13/0]23
0410723
65
Nema 3
On Track
691
�,^
Pull Boas
24tl
03/0723
04/0723
65
Nema 3
On Track
701
Contlue
24tl
03/07/23
04/0]23
65
Nema3
On Track
71I
G
I] Sequence 2
9d
04/11/23
04/2123
Nema3
On Track
2
Exported on December 22, 2022 5:21:38 PM CST
Page 1 of 2
]2 Switch Gear
9tl
04/11/23
04121123
68, 69, 70 Nema 3
On Track
]3 — Sequence 3
3tl
04/24/23
04/26/23
Nema 3
On Track
]4 Bases Install
31
04/24/23
04/26/23
72 Nema 3
On Track
]5 - Sequence4
6tl
04/27/23
05/04/23
Nema3
On Track
]6 Pole & Fixture Install
11
04/27/23
05/04/23
74 Nema 3
On Track
]] — Sequences
11tl
1111 23
05/19/23
Nema3
On Track
78 Wire
11tl
05/OS/23
05/19/23
76 Nema3
On Track
79 Subslanhal Completion
0
05/19/23
W19/23
67, 71, 73, 75, 7 Nema 3
On Tmck
Gear
ce 3
nstall
u,n-
e & Flxture Install
Sequeroe 5
Wire
#Subst anal Completion
Exported on December 22, 2022 5:21:38 PM CST Page 2 of 2
EXHIBIT "D"
ARPA SUBRECIPIENT CONTRACT
Tesas Wesleyan University Public Utilities Relocation Page 37 of 41
Texas Wesleyan University
Independent Auditor's Report and
Financial Statements
May 31, 2023 and 2022
Texas Wesleyan University
May 31, 2023 and 2022
Contents
Independent Auditor's Report..............................................................................................1
Financial Statements
Statements of Financial Position...................................................................
Statements of Activities.................................................................................
Statements of Cash Flows.............................................................................
Notes to Financial Statements.......................................................................
3
4
5
7
FORWS
777 Main Street, Suite 2000 / Fort Worth, TX 76102
P 817.332.2301 / F 817.338.4608
forvis.com
Independent Auditor's Report
Board of Directors
Texas Wesleyan University
Fort Worth, Texas
Opinion
We have audited the financial statements of Texas Wesleyan University (University), which comprise the
statements of financial position as of May 31, 2023 and 2022, and the related statements of activities and
cash flows for the years then ended, and the related notes to the financial statements.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial
position of the University as of May 31, 2023 and 2022, and the changes in its net assets and its cash flows
for the years then ended in accordance with accounting principles generally accepted in the United States of
America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of
America (GAAS). Our responsibilities under those standards are further described in the Auditor's
Responsibilities for the Audit of the Financial Statements section of our report. We are required to be
independent of the University and to meet our other ethical responsibilities, in accordance with the relevant
ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance
with accounting principles generally accepted in the United States of America, and for the design,
implementation, and maintenance of internal control relevant to the preparation and fair presentation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or
events, considered in the aggregate, that raise substantial doubt about the University's ability to continue as a
going concern within one year after the date that these financial statements are available to be issued.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our
opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not
a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement
when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control. Misstatements are considered material if there is a substantial likelihood that,
individually or in the aggregate, they would influence the judgment made by a reasonable user based on the
financial statements.
PRAXITYT"'
FORVIS is a trademark of FORVIS, LLP, registration of which is pending with the U.S. Patent and Trademark Office �`�� Empowering Business Glabolly
Board of Directors
Texas Wesleyan University
In performing an audit in accordance with GAAS, we:
• Exercise professional judgment and maintain professional skepticism throughout the audit
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or
error, and design and perform audit procedures responsive to those risks. Such procedures include
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the University's internal control. Accordingly, no such opinion is expressed.
• Evaluate the appropriateness of accounting policies used and the reasonableness of significant
accounting estimates made by management, as well as evaluate the overall presentation of the financial
statements.
• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that
raise substantial doubt about the University's ability to continue as a going concern for a reasonable
period of time.
We are required to communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit, significant audit findings, and certain internal control -related matters that
we identified during the audit.
F 10 LLP
Fort Worth, Texas
September 8, 2023
Texas Wesleyan University
Statements of Financial Position
May 31, 2023 and 2022
2023
2022
Assets
Cash and cash equivalents
$ 31,610,362
$ 28,123,676
Accounts receivable, net
2,379,481
7,154,333
Restricted cash and cash equivalents
3,881,812
5,024,253
Pledges receivable, net
6,545,155
5,576,036
Prepaid expenses and other assets
1,325,600
1,249,894
Investments
59,117,458
61,342,447
Right of use assets — operating leases
90,146
-
Property and equipment, net
67,508,411
66,663,471
Interest rate swap agreements
536,022
267,285
Beneficial interest in perpetual trusts
11,260,517
11,742,947
Total assets
$ 184,254,964
$ 187,144,342
Liabilities and Net Assets
Liabilities
Accounts payable
$ 2,595,157
$ 1,928,401
Accrued expenses
1,340,619
1,698,140
Accrued payroll liabilities
2,544,432
2,440,454
Deferred revenue
5,501,157
7,756,888
Refundable advance
571,579
571,579
Post -retirement benefit obligation
126,116
183,669
Operating lease liabilities
90,146
-
Finance lease liabilities
628,067
-
Capital lease obligations
-
480,466
Notes payable
7,872,725
8,419,299
Total liabilities
21,269,998
23,478,896
Net Assets
Without donor restrictions
82,398,327
83,269,422
With donor restrictions
80,586,639
80,396,024
Total net assets
162,984,966
163,665,446
Total liabilities and net assets
$ 184,254,964
$ 187,144,342
See Notes to Financial Statements 3
Texas Wesleyan University
Statements of Activities
May 31, 2023 and 2022
2023
2022
Without Donor
With Donor
Without Donor
With Donor
Restrictions
Restrictions
Total
Restrictions
Restrictions
Total
Revenues, Gains, and Other Support
Student tuition and fees
$ 36,566,926
$
$ 36,566,926
$ 35,198,852
$
$ 35,198,852
Federal and state grants
5,160,260
5,160,260
10,883,230
10,883,230
Private gifts and grants
693,082
7,953,808
8,646,890
977,313
13,619,938
14,597,251
Investment return
2,913,240
(579,133)
2,334,107
3,993,376
1,233,943
5,227,319
Change in beneficial interest in perpetual trusts
-
(471,745)
(471,745)
-
(1,384,964)
(1,384,964)
Auxiliary enterprises
4,631,839
4,631,839
4,525,317
4,525,317
Other revenue
1,728,038
1,728,038
3,673,981
3,673,981
Net assets released from restrictions
6,712,315
(6,712,315)
-
4,403,885
(4,403,885)
-
Total revenues, gains, and other support
58,405,700
190,615
58,596,315
63,655,954
9,065,032
72,720,986
Expenses
Instruction
21,079,845
-
21,079,845
20,023,777
-
20,023,777
Student services
14,814,326
14,814,326
13,911,557
13,911,557
Academic support
3,862,502
3,862,502
3,533,833
3,533,833
Scholarships and fellowships
-
-
2,731,931
2,731,931
Total education expenses
39,756,673
39,756,673
40,201,098
40,201,098
Auxiliary enterprises
3,990,125
3,990,125
3,774,909
3,774,909
Research
157,324
157,324
23,838
23,838
Community outreach
1,640,274
1,640,274
1,53 9,779
1,539,779
Independent operations
1,560,716
1,560,716
1,344,243
1,344,243
histitutional support
12,171,683
12,171,683
11,258,515
11,258,515
Total expenses
59,276,795
-
59,276,795
58,142,382
-
58,142,382
Change in Net Assets
(871,095)
190,615
(680,480)
5,513,572
9,065,032
14,578,604
Net Assets, Beginning of Year
83,269,422
80,396,024
163,665,446
77,755,850
71,330,992
149,086,842
Net Assets, End of Year
$ 82,398,327
$ 80,586,639
$ 162,984,966
$ 83,269,422
$ 80,396,024
$ 163,665,446
See Notes to Financial Statements 4
Texas Wesleyan University
Statements of Cash Flows
Years Ended May 31, 2023 and 2022
2023
2022
Operating Activities
Change in net assets
$ (680,480)
$ 14,578,604
Items not requiring (providing) cash
Depreciation and amortization
3,776,023
3,638,176
Amortization of deferred charges
9,295
9,295
Provision for bad debt
534,400
493,558
Net realized and unrealized losses on investments
2,610,369
1,894,189
Change in beneficial interest in perpetual trusts
471,745
1,384,964
Contributions restricted for long-term investment and acquisition of
property and equipment
(3,659,997)
(8,002,000)
Noncash operating lease expense
29,201
Net change in fair value of interest rate swap agreements
(268,737)
(657,582)
Insurance gain on property and equipment
-
(2,064,110)
Changes in
Accounts receivable
4,240,452
2,413,824
Pledges receivable
(117,110)
(440,228)
Prepaid expenses and other assets
(79,279)
(559,563)
Accounts payable and accrued expenses
(92,325)
(427,911)
Deferred revenue
(2,255,731)
3,250,109
Operating lease liability
(25,628)
-
Net cash provided by operating activities
4,492,198
15,511,325
Investing Activities
Purchase of investments
(6,377,256)
(10,931,773)
Proceeds from disposition of investments
6,002,561
8,682,819
Purchase of property and equipment
(3,729,374)
(4,785,310)
Proceeds from property and equipment related insurance
-
2,064,110
Net cash used in investing activities
(4,104,069)
(4,970,154)
Financing Activities
Principal payments on capital lease obligations
-
(318,057)
Principal payments on finance lease liabilities
(296,003)
-
Proceeds from issuance of notes payable
-
35,162
Principal payments on notes payable
(555,869)
(536,530)
Proceeds from contributions restricted for long-term investment and
acquisition of property and equipment
2,807,988
6,699,402
Net cash provided by financing activities
1,956,116
5,879,977
Change in Cash, Cash Equivalents and Restricted Cash and Cash
2,344,245
16,421,148
Cash, Cash Equivalents and Restricted Cash and Cash Equivalents,
Beginning of Year
33,147,929
16,726,781
Cash, Cash Equivalents and Restricted Cash and Cash Equivalents,
End of Year
$ 35,492,174
$ 33,147,929
See Notes to Financial Statements 5
Texas Wesleyan University
Statements of Cash Flows (Continued)
Years Ended May 31, 2023 and 2022
2023 2022
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash
Equivalents to the Statements of Financial Position
Cash and cash equivalents $ 31,610,362 $ 28,123,676
Restricted cash and cash equivalents 3,881,812 5,024,253
Total cash and cash equivalents
$
35,492,174
$ 33,147,929
Supplemental Cash Flows Information
Interest paid
$
302,064
$ 326,105
ROU assets acquired in exchange for new operating lease liabilities
$
119,347
$ -
ROU assets acquired in exchange for new finance lease liabilities
$
476,528
$ -
Fixed assets in accounts payable
$
653,307
$ 238,246
See Notes to Financial Statements 6
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
Note 1: Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations
Texas Wesleyan University (University), founded in 1890 in Fort Worth, Texas, is a United
Methodist institution with a tradition integrating the liberal arts and sciences with professional and
career preparation at the undergraduate level and in selected graduate and professional areas. The
University is accredited by the Commission on Colleges of the Southern Association of Colleges
and Schools to award baccalaureate and master level degrees and Doctorates in Nurse Anesthesia,
Education and Marriage and Family Counseling. The University is also accredited by
organizations such as the University Senate of the United Methodist Church, the Texas Education
Agency, the National Association of Schools of Music, the Association to Advance Collegiate
Schools of Business, Commission on Accreditation of Athletic Training Education, and the
Council on Accreditation of Nurse Anesthesia Educational Programs, along with memberships in
various other associations and alliances.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues, expenses
gains, losses, and other changes in net assets during the reporting period. Actual results could
differ from those estimates.
Cash and Cash Equivalents
The University considers all liquid investments with original maturities of three months or less to
be cash equivalents, except for investments purchased with endowment assets, which are classified
as investments. At May 31, 2023 and 2022, cash equivalents consisted primarily of money market
and bank sweep accounts with brokers.
At May 31, 2023, the University's cash accounts (bank balances) exceeded federally insured limits
by approximately $27,697,000.
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents represents cash that has been received from donors that is
restricted for capital projects.
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
Investments and Net Investment Return
The University measures securities at fair value. In accordance with the authoritative guidance on
fair value measurements and disclosures under accounting principles generally accepted in the
United States of America (GAAP), as a practical expedient, an entity holding investments in
certain entities that calculated net asset value per share or its equivalent (NAV) for which the fair
value is not readily determinable, is permitted to measure the fair value of such investments on the
basis of that NAV without adjustment. Alternative investments for which the NAV practical
expedient is not available are recorded at fair value using the fair value option.
Investment return includes dividend, interest and other investment income; realized and unrealized
gains and losses on investments carried at fair value; and realized gains and losses on other
investments, less external investment expenses. Gains and losses on the sale of securities are
recorded on the trade date and are determined using the specific identification method.
Investment return that is initially restricted by donor stipulation and for which the restriction will
be satisfied in the same year is included in net assets with donor restrictions and then released from
restriction. Other investment return is reflected in the accompanying statements of activities as net
without donor restrictions, or with donor restrictions based upon the existence and nature of any
donor or legally imposed restrictions.
The University maintains pooled investment accounts for its endowments. Investment income and
realized and unrealized gains and losses from securities in the pooled investment accounts are
allocated monthly to the individual endowments based on the relationship of the fair value of the
interest of each endowment to the total fair value of the pooled investments accounts, as adjusted
for additions to or deductions from those accounts.
Accounts Receivable
Accounts receivable include student accounts, grants and other receivables. Student accounts
receivable represent amounts due for tuition, fees and room and board from currently enrolled and
former students and are stated at the amount of consideration from students of which the University
has an unconditional right to receive. Credit is extended to students and collateral is not required.
Grants and other receivables are stated at the amount management expects to collect from outstanding
balances. The University provides an allowance for doubtful accounts, which is based upon a review
of outstanding receivables, historical collection information and existing economic conditions.
Accounts outstanding beyond the beginning of the semester are considered past due unless the student
has entered into a payment plan. Students whose accounts are not current are deregistered from the
University. Accounts receivable are written off when deemed uncollectible.
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Depreciation is charged
to expense using the straight-line method over the estimated useful life of each asset. The
University capitalizes all expenditures for new construction, major renewals and replacements,
equipment and books costing over $5,000. Assets under capital or finance lease obligations and
leasehold improvements are depreciated over the shorter of the lease term or their respective
estimated useful lives.
The estimated useful lives for each major depreciable classification of property and equipment are
as follows:
Building 40 — 50 years
Library materials 25 years
Leasehold and building improvements 15 — 30 years
Furniture and equipment 3 — 10 years
Long-lived Asset Impairment
The University evaluates the recoverability of the carrying value of long-lived assets whenever
events or circumstances indicate the carrying amount may not be recoverable. If a long-lived asset
is tested for recoverability and the undiscounted estimated future cash flows expected to result
from the use and eventual disposition of the asset is less than the carrying amount of the asset, the
asset cost is adjusted to fair value and an impairment loss is recognized as the amount by which the
carrying amount of a long-lived asset exceeds its fair value. No asset impairment was recognized
during the years ended May 31, 2023 and 2022.
Net Assets
Net assets, revenues, gains and losses are classified based on the existence or absence of donor
restrictions.
Net assets without donor restrictions are available for use in general operations and not subject to
donor or certain grantor restrictions. The governing board has designated, from net assets without
donor or certain grantor restrictions, net assets for certain purposes and board -designated
endowment (Note 10).
Net assets with donor restrictions are subject to donor or certain grantor restrictions. Some
restrictions are temporary in nature, such as those that will be met by the passage of time or other
events specified by the donor. Other restrictions are perpetual in nature, where the donor or grantor
stipulates that resources be maintained in perpetuity.
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
Contributions
Contributions are provided to the University either with or without restrictions placed on the gift by
the donor. Revenues and net assets are separately reported to reflect the nature of those gifts — with
or without donor restrictions. The value recorded for each contribution is recognized as follows:
Nature of the Gift Value Recognized
Conditional gifts, with or without restriction
Gifts that depend on the University Not recognized until the gift becomes
overcoming a donor -imposed barrier to unconditional, i.e. the donor -imposed barrier
be entitled to the funds is met
Unconditional gifts, with or without restriction
Received at date of gift — cash and Fair value
other assets
Received at date of gift — property,
equipment and long-lived assets
Expected to be collected within one
year
Collected in future years
Estimated fair value
Net realizable value
Initially reported at fair value determined
using the discounted present value of
estimated future cash flows technique
In addition to the amount initially recognized, revenue for unconditional gifts to be collected in
future years is also recognized each year as the present -value discount is amortized using the level -
yield method.
When a donor stipulated time restriction ends or purpose restriction is accomplished, net assets
with donor restrictions are reclassified to net assets without donor restrictions and reported in the
statements of activities as net assets released from restrictions. Absent explicit donor stipulations
for the period of time that long-lived assets must be held, expirations of restrictions for gifts of
land, buildings, equipment and other long-lived assets are reported when those assets are placed in
service.
Gifts and investment income that are originally restricted by the donor and for which the restriction
is met in the same time period are recorded as revenue with donor restrictions and then released
from restriction.
Conditional contributions having donor stipulations which are satisfied in the period the gift is
received are recorded as revenue and net assets without donor restrictions.
10
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
At May 31, 2023, the University had a challenge grant from a foundation that was considered a
conditional contribution in the amount of $1,400,000 that was not included in the financial
statements as the condition had not been met.
Refundable Advance
In December 2017, the University was awarded a grant up to $571,579 from the city of Fort Worth
that is forgivable on December 17, 2022. In 2019, this agreement was extended to March 31, 2024.
Payment of the principal amount will only be required if the University does not comply with the
terms of the loan agreement. Thus, the University has elected to account for the funding as a
conditional contribution by applying Accounting Standards Codification (ASC) Topic 958-605,
Revenue Recognition. Revenue will be recognized when the conditions are met after the 5-year
performance period. There is no interest on the advance unless performance obligations are not
met, and then interest will accrue on matured, unpaid amounts at 12%.
Deferred Revenue
Revenue from fees for student tuition is deferred and recognized over the periods to which the fees
relate. Revenue from leasing property owned by the University is deferred and recognized over the
periods to which the fees relate.
Tuition and Auxiliary Services Revenue
Tuition revenue is recognized over the term of the semester as the University provides services to
students. Revenue is reported at the amount of consideration which the University expects to be
entitled in exchange for providing tuition and auxiliary services. The University determines the
transaction price based on standard charges for goods and services provided, reduced by discounts
provided for scholarships and other price concessions provided to students.
Government Grants
A portion of the University's revenue is derived from cost -reimbursable federal and state contracts and
grants, which are conditioned upon certain performance requirements and/or the incurrence of
allowable qualifying expenses. Amounts received are recognized as revenue when the University has
incurred expenditures in compliance with specific contract or grant provisions. Amounts received
prior to incurring qualifying expenditures, if any are reported as refundable advances in the statements
of financial position. The University received cost -reimbursable grants of approximately $953,000
and $1,195,000 that have not been recognized at May 31, 2023 and 2022, respectively, because
qualifying expenditures have not yet been incurred, with advance payments of $608,459 and
$565,602, respectively, recorded in the statements of financial position as deferred revenue.
11
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
Income Taxes
The University is exempt from income taxes under Section 501 of the Internal Revenue Code
(IRC) and a similar provision of state law. However, the University is subject to federal income
tax on any unrelated business taxable income. The University is not a private foundation within the
meaning of Section 509(a) of the IRC. The University files tax returns in the U.S. federal
jurisdiction.
Advertising Expenses
Advertising costs are expensed as incurred and approximated $ 1,518,000 and $1,322,000 during
the years ended in May 31, 2023 and 2022, respectively.
Fundraising Activities
Fundraising costs are expensed as incurred. Fundraising expense for the years ended May 31, 2023
and 2022, were approximately $1,565,000 and $1,497,000, respectively. These expenses are
included in institutional support and student services in the accompanying statements of activities.
Reclassifications
Certain reclassifications have been made to the 2022 financial statements to conform to the 2023
financial statement presentation. These reclassifications had no effect on the change in net assets.
Note 2: Investments and Investment Return
Investments at May 31, 2023 and 2022, consisted of the following:
Cash and cash equivalents
Domestic equity mutual funds
International equity mutual funds
Bond mutual funds
Hedge funds
Operating companies
2023
$ 1,946,756
23,725,848
8,770,732
5,579,693
15,312,977
3,781,452
$ 59,117,458
2022
$ 454,764
25,303,136
8,292,102
5,652,262
16,450,905
5,189,278
$ 61,342,447
12
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
Total investment return is comprised of the following:
Interest and dividend income, net
Net realized gains on investments
Net unrealized losses on investments
Alternative Investments
2023
$ 4,944,476
830,230
(3,440,599)
2022
$ 6,463,926
1,787,823
(3,024,430)
$ 2,334,107 $ 5,227,319
The fair value of alternative investments that have been estimated using the net asset value per
share as a practical expedient consist of the following at May 31, 2023 and 2022:
2023
2022
Unfunded
Redemption
Redemption
Fair Value
Fair Value
Commitments
Frequency
Notice Period
Hedge fund (A)
$ 4,852,957
$ 4,751,246
$ -
Daily
60 days
Hedge fund (B)
-
811,181
-
Semi-annually
30 days
Hedge fund (C)
743,992
840,663
4,317
Nonredeemable
N/A
Hedge fund (D)
394,089
676,816
224,090
Nonredeemable
N/A
Hedge fund (E)
905,985
975,333
30,000
Nonredeemable
N/A
Hedge fund (F)
2,125,685
2,254,079
295,022
Nonredeemable
N/A
Hedge fund (G)
4,580,684
4,849,073
-
Quarterly
60 days
Hedge fund (H)
278,207
225,000
1,170,000
Nonredeemable
N/A
Hedge fund (1)
632,723
237,514
1,420,000
Nonredeemable
N/A
Hedge fund (J)
798,655
830,000
-
Monthly
15 days
$ 15,312,977 $ 16,450,905
(A) This category includes an investment in a hedge fund that invests substantially all of its
assets through a master -feeder structure in a master fund. This is a multi -strategy fund with
an event -driven focus, seeking to exploit situations in which announced or anticipated events
create opportunities to invest in securities and other financial instruments at a discount to
their exit values. The redemption is subject to a 10% holdback.
(B) This category includes an investment in a hedge fund with the investment objective of
achieving an attractive long-term rate of return by investing primarily in publicly traded
equity securities. The fund seeks capital appreciation by investing in an actively managed
portfolio of quoted securities, principally equity securities, issued by companies established
or operating in emerging market countries, principally in Asia, Eastern Europe, the Middle
East, Africa and Latin America. The redemption was subject to a 10% holdback.
13
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
(C) This category includes an investment in a partnership that invests in energy and natural
resources, with an emphasis on investing in businesses and/or assets in: the upstream and
mid -stream energy sectors, principally in North America; and the oilfield and related energy
sectors. The partnership will terminate on December 31, 2024, unless sooner terminated
pursuant to the provision in the partnership agreement or later if the term is extended by the
general partner.
(D) This category includes an investment in a partnership that invests in debt or equity
instruments related to similar real estate projects. The partnership will terminate on August
31, 2034, unless sooner terminated pursuant to certain conditions in the partnership
agreement.
(E) This category includes an investment in a partnership that invests in a diversified portfolio of
real estate investments. The partnership will terminate on August 27, 2028, subject to two
one-year extension periods.
(F) This category includes an investment in a partnership that invests in commercial real estate
investments.
(G) This category includes an investment in a hedge funds that pursue multiple strategies to
diversity risks and reduce volatility. Redemptions are subject to a 10% holdback.
(H) This category includes investments in commercial real estate, focusing on multi -family, strip
retail and warehouses. The fund seeks to investments that emphasize low volatility and high
cash flow potential. The partnership will terminate on December 1, 2031, subject to two
one-year extension periods.
(I) This category includes an investments in a partnership that invests in private equity funds
through secondary market purchases. The partnership will terminate in 12 years, subject to
three one-year extensions.
(J) This category includes an investment in a partnership that invests in equity securities in
developing market countries. The fund pursues capital appreciation with a focus on
emerging and frontier markets. The strategy employs a fundamental, bottom -up research
approach to identify stocks with favorable return prospects and seeks stocks that trade at a
discount to the economic value of the business.
14
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
Note 3: Accounts Receivable
Accounts receivable consisted of the following at May 31, 2023 and 2022:
2023 2022
Student $ 2,601,614 $ 6,357,277
Government 237,482 565,875
Other 461,375 996,852
3,300,471 7,920,004
Less allowance for doubtful accounts (920,990) (765,671)
$ 2,379,481 $ 7,154,333
Note 4: Pledges Receivable
Pledges receivable at May 31, 2023 and 2022, consisted of donor restricted contributions that are
expected to be collected as detailed below:
2023
2022
Due within one year
$ 1,897,166
$ 1,226,502
Due in one to five years
4,294,642
3,871,763
Due in more than five years
618,000
543,059
6,809,808
5,641,324
Less unamortized discount
(264,653)
(65,288)
$ 6,545,155
$ 5,576,036
Discount rates ranged from 0.11% and 4.73% in 2023 and 0.11% and 0.62% in 2022. No
allowance was provided for the pledges based on historical experience.
15
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
Note 5: Property and Equipment
Property and equipment at May 31, 2023 and 2022, consists o£
2023
2022
Land
$ 1,493,612
$ 1,493,612
Leasehold improvements and other real estate
6,059,714
5,986,310
Buildings
90,091,038
86,582,004
Furniture and equipment
20,831,705
19,389,912
Library materials
5,673,982
5,673,982
Construction in progress
3,987,999
4,391,267
128,138,050
123,517,087
Less accumulated depreciation
(60,629,639)
(56,853,616)
$ 67,508,411
$ 66,663,471
Depreciation of $3,776,023 and $3,638,176 was recorded for the years ended May 31, 2023 and
2022, respectively.
Note 6: Beneficial Interest in Perpetual Trusts
The University is the beneficiary of various trusts created by donors, the assets of which are not in
the possession of the University. The University has the legally enforceable rights or claims to
such assets, including the sole right to income therefrom. The trusts are perpetual whereby the
University receives the income or a designated portion of the income into perpetuity. Income
earned on trust assets is distributed to the University quarterly or annually, as provided in the
agreements and was $334,008 and $367,141 during 2023 and 2022, respectively, which is included
in investment return with donor restriction. Consistent with accounting principles generally
accepted in the United States of America, these funds and changes in their fair value are included
in the accompanying financial statements. The fair value of the funds held in trust by others at
May 31, 2023 and 2022, was $11,260,517 and $11,742,947, respectively.
Note 7: Line of Credit
In December 2021, the University entered into an agreement with a bank for a $5,000,000
revolving bank line of credit that expires in March 2024. Interest is payable monthly at the
Bloomberg Short -Term Bank Yield Index rate plus 2.00% (7.16 and 2.98% at May 31, 2023 and
2022, respectively). During the years ended May 31, 2023 and 2022, the University did not borrow
against the line of credit and did not have a balance at May 31, 2023 and 2022. The line is secured
by all revenues of the University.
16
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
Note 8: Long-term Debt
2023
Tax-exempt note payable, bank (A)
$ 7,956,772
Note payable, bank (B)
23,619
Capital lease obligations (ASC 840) (C)
-
7,980,391
Less unamortized debt issuance cost
(107,666)
2022
$ 8,503,162
30,098
480,466
9,013,726
(116,961)
$ 7,872,725 $ 8,896,765
(A) Due December 18, 2034; monthly principal payments ranging from $43,970 to $68,537
payable monthly plus interest at 79% of 30-Day LIBOR plus 1.63%. (5.60% and 2.54% at
May 31, 2023 and 2022, respectively). The note is subject to a mandatory put on December
18, 2029 (put date), at which time the outstanding principle and accrued interest on the loan
shall be due and payable to the bank. After December 18, 2028, but no more than 180 days
prior to the put date, the borrower may request in writing that the bank waive the mandatory
put. The note is secured by all revenues of the University.
(B) Due June 22, 2026; monthly payments of $698 including interest at 6.99%; secured by
equipment.
(C) Various capital leases (ASC 840) for furniture and equipment with original terms between
three and five years at imputed interest rates of 4.00% to 5.27%, expiring in 2022-2025.
Aggregate annual maturities of long-term debt at May 31, 2023, are:
2024
$ 574,191
2025
594,521
2026
614,955
2027
625,435
2028
648,886
Thereafter
4,922,403
$ 7,980,391
17
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
Aggregate annual maturities on capital lease obligations at May 31, 2022 (ASC 840), are:
2023 $ 275,646
2024 173,589
2025 51,839
501,074
Less amounts representing interest (20,608)
Present value of future minimum lease payments $ 480,466
Property and equipment include the following equipment under capital leases (ASC 840) at May
31, 2022:
Equipment $ 1,340,721
Less accumulated depreciation (873,520)
467,201
Note 9: Interest Rate Swap Agreement
As a strategy to maintain acceptable levels of exposure to the risk of changes in future cash flows
due to interest rate fluctuations, the University entered into an interest rate swap agreement for its
tax-exempt debt. The interest rate swap agreement provides for the University to receive interest
from the counterparty at LIBOR multiplied by 79% plus 1.63% for the tax-exempt note (notional
amounts of $7,956,772 and $8,503,162 as of May 31, 2023 and 2022), and to pay interest to the
counterparty at a fixed rate of 3.32%.
At the same time the agreement was entered into, the University purchased a Bermudian
Cancellation Option, which gives the University the right, but not the obligation, to cancel all of its
rights and obligations under the agreement by providing two business days' notice prior to the first
day of each month commencing on December 3, 2029 and ending on December 1, 2034. In the
event that the University exercises its right to cancel the swap agreement, no settlement amount
will be payable by either party, with the exception of accrued by unpaid interest.
The fair value of the interest rate swap agreement at May 31, 2023 and 2022, was an asset of
$536,022 and $267,285, respectively, which is included in the accompanying statements of
financial position. The unrealized gain on the change in the fair value of the agreement was
$268,737 and $657,582 for the years ended May 31, 2023 and 2022, respectively, which is
included in investment return in the accompanying statements of activities.
18
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
Note 10: Net Assets
Net Assets With Donor Restrictions
Net assets with donor restrictions at May 31 are restricted for the following purposes or periods:
2023 2022
Subject to expenditure for specified purpose
Scholarships $
1,276,435
$ 1,622,666
Program support
4,788,452
2,704,653
Library
161,696
157,312
Faculty enrichment
305,737
284,882
Student loan funds
941,983
900,410
Capital outlay and maintenance
15,094,127
13,780,062
Student awards
31,773
25,893
General purpose
45,470
25,724
22,645,673
19,501,602
Subject to the passage of time
Promises to give that are not restricted by donors but
which are unavailable for expenditure until due
125,316
169,286
Endowments
Subject to appropriation and expenditure when a specified event occurs
Scholarships
12,096,460
13,832,488
Program support
852,777
1,009,049
Library
1,212,915
1,434,017
General purpose
154,422
188,397
Faculty enrichment
1,014,560
1,294,375
Student loan funds
183,474
214,908
Capital outlay and maintenance
75,273
142,215
Student awards
107,329
98,745
15,697,210 18,214,194
Subject to University's endowment spending policy and
appropriation
Scholarships
$ 21,526,531
$ 21,326,466
Program support
1,534,721
1,533,156
Library
2,151,341
2,151,091
General purpose
389,357
389,357
Faculty enrichment
2,863,279
2,862,779
Student loan funds
294,954
294,954
Capital outlay and maintenance
877,571
666,218
Student awards
238,331
237,791
29,876,085
29,461,812
Beneficial interest in perpetual trusts
11,260,517
11,742,947
Total endowments
56,833,812
59,418,953
Not subject to spending policy or appropriation
Promises to give for endowment for
Scholarships
202,115
233,203
Capital outlay and maintenance
636,998
1,072,980
Proceeds received from promises to give
for endowment not yet invested
142,725
-
981,838 1,306,183
$ 80,586,639 $ 80,396,024
19
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
Net Assets Without Donor Restrictions
Net assets without donor restrictions at May 31 have been designated for the following purpose:
2023
2022
Board designated endowments
Scholarships
$ 2,692,030
$ 2,595,847
Program support
878,623
1,344,429
General purpose
5,002,807
4,931,753
Faculty enrichment
1,059,213
1,126,375
Student awards
18,285
19,487
Capital outlay and maintenance
3,614,533
3,848,943
13,265,491
13,866,834
Other board designated net assets
Scholarships
48,874
35,733
Program support
1,033,885
1,115,358
General purpose
4,404,544
4,219,229
Faculty enrichment
70,086
44,530
Student awards
1,851
1,064
Capital outlay and maintenance
393,699
390,465
5,952,939
5,806,379
$ 19,218,430
$ 19,673,213
20
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
Net Assets Released from Restrictions
Net assets were released from donor restrictions by incurring expenses satisfying the restricted
purposes or by occurrence of other events specified by donors.
2023
Satisfaction or purpose restriction
2022
Scholarships
$ 759,647
$ 977,434
Program support
2,145,803
1,635,296
Faculty enrichment
61,690
11,665
Capital outlay and maintenance
1,713,744
245,780
Student awards
1,250
13,164
Time restricted
421,790
52,772
5,103,924 2,936,111
Restricted purpose spending -rate distributions and appropriations
Scholarships
1,207,336
1,068,874
Program support
51,745
50,046
General purpose
-
10,195
Library
124,812
148,882
Faculty enrichment
158,254
185,883
Student awards
7,791
3,894
Capital outlay and maintenance
58,453
-
1,608,391 1,467,774
$ 6,712,315 $ 4,403,885
Note 11: Endowment
The University's endowment consists of approximately 200 individual donor -restricted funds
established for a variety of purposes. The endowment includes both donor -restricted endowment
funds and funds designated by the governing body to function as endowments (board -designated
endowment funds). As required by GAAP, net assets associated with endowment funds, including
board -designated endowment funds, are classified and reported based on the existence or absence
of donor -imposed restrictions.
21
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
The University's governing body is subject to the State of Texas Prudent Management of
Institutional Funds Act (SPMIFA) and, thus, classifies amounts in its donor -restricted endowment
funds as net assets with donor restrictions because those net assets are time restricted until the
governing body appropriates such amounts for expenditures. Most of those net assets also are
subject to purpose restrictions that must be met before reclassifying those net asset to net asset
without donor restrictions. The governing body of the University has interpreted SPMIFA as not
requiring the maintenance of purchasing power of the original gift amount contributed to an
endowment fund, unless a donor stipulates the contrary. As a result of this interpretation, when
reviewing its donor -restricted endowment funds, the University considers a fund to be underwater
if the fair value of the fund is less than the sum of. (a) the original value of initial and subsequent
gift amounts donated to the fund and (b) any accumulations to the fund that are required to be
maintained in perpetuity in accordance with the direction of the applicable donor gift instrument.
The University has interpreted SPMIFA to permit spending from underwater funds in accordance
with the prudent measures required under the law.
At May 31, 2023, funds with original gift values of $2,973,666; fair values of $2,743,029; and
deficiencies of $230,637 were reported in net assets with donor restrictions. These deficiencies
resulted from unfavorable market fluctuations that occurred shortly after investment of new
restricted contributions and continued appropriation for certain purposes that was deemed prudent
by the governing body. The University did not have any endowments with deficiencies at May 31,
2022.
The University has a policy that permits spending from underwater endowment funds depending on
the degree to which the fund is underwater, unless otherwise precluded by donor stipulations or
laws and regulations. The governing board appropriated for expenditure $14,569 from underwater
endowment funds during the year.
Additionally, in accordance with SPMIFA, the University considers the following factors in
making a determination to appropriate or accumulate donor -restricted endowment funds:
1. Duration and preservation of the fund
2. Purposes of the University and the fund
3. General economic conditions
4. Possible effect of inflation and deflation
Expected total return from investment income and appreciation or depreciation of
investments
6. Other resources of the University
7. Investment policies of the University
22
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
The composition of net assets by type of endowment fund at May 3 ] , 2023 and 2022, was:
2023
Without Donor With Donor
Restrictions Restrictions Total
Donor -restricted endowment funds
Accumulated investment gains
Board -designated endowment funds
Total endowment funds
Donor -restricted endowment funds
Accumulated investment gains
Board -designated endowment funds
Total endowment funds
$ - $ 41,136,602 $ 41,136,602
- 15,697,210 15,697,210
13,265,491 - 13,265,491
$ 13,265,491 $ 56,833,812 $ 70,099,303
2022
Without Donor With Donor
Restrictions Restrictions
Total
$ - $ 41,204,759
$ 41,204,759
- 18,214,194
18,214,194
13,866,834 -
13,866,834
$ 13,866,834 $ 59,418,953 $ 73,285,787
23
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
Changes in endowment net assets for the years ended May 31, 2023 and 2022, were:
2023
Without Donor With Donor
Restrictions Restrictions Total
Endowment net assets, beginning
of year
$ 13,866,834
$ 59,418,953
$ 73,285,787
Investment return
Investment income
875,091
2,177,175
3,052,266
Net depreciation
(1,414,597)
(3,218,453)
(4,633,050)
Total investment return
(539,506)
(1,041,278)
(1,580,784)
Contributions and payments on
contributions receivable
-
402,428
402,428
Appropriation of endowment
assets for expenditure
(488,375)
(1,474,546)
(1,962,921)
Change in beneficial interest in trusts
-
(471,745)
(471,745)
Other changes — board -designation of
endowment funds
426,538
-
426,538
Endowment net assets,
end of year
$ 13,265,491
$ 56,833,812
$ 70,099,303
2022
Without Donor With Donor
Restrictions Restrictions Total
Endowment net assets,
beginning of year
$ 13,909,605
$ 59,697,791
$ 73,607,396
Investment return
Investment income
441,709
1,435,562
1,877,271
Net appreciation
(295,335)
(860,803)
(1,156,138)
Total investment return
146,374
574,759
721,133
Contributions and payments on
contributions receivable
286,687
2,083,702
2,370,389
Appropriation of endowment
assets for expenditure
(475,832)
(1,552,335)
(2,028,167)
Change in beneficial interest in trusts
-
(1,384,964)
(1,384,964)
Endowment net assets,
end of year
$ 13,866,834
$ 59,418,953
$ 73,285,787
24
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
From time to time, the fair value of assets associated with individual donor -restricted endowment
funds may fall below the level the University is required to retain as a fund of perpetual duration
pursuant to donor stipulation or SPMIFA.
The University has adopted investment and spending policies for endowment assets that attempt to
provide a predictable stream of funding to programs and other items supported by its endowment
while seeking to maintain the purchasing power of the endowment. Endowment assets include
those assets of donor -restricted endowment funds the University must hold in perpetuity or for
donor -specified periods, as well as those of board -designated endowment funds. Under the
University's policies, endowment assets are invested in a manner that is intended to produce results
that exceed the Policy Index presented in the board -approved Statements of Investment Policy.
The University expects its endowment funds to provide an average rate of return that is equal to or
greater than the spending rate implied by the board -approved annual draw plus the rate of inflations
as measured by the consumer price index (CPI) plus 1 %. Actual returns in any given year may
vary from this amount.
To satisfy its long-term rate of return objectives, the University relies on a total return strategy in
which investment returns are achieved through both current yield (investment income such as
dividends and interest) and capital appreciation (both realized and unrealized). The University
targets a diversified asset allocation that places a greater emphasis on equity -based investments to
achieve its long-term return objectives within prudent risk constraints.
The University has a policy (the spending policy) of appropriating for expenditure each year 4% of
its endowment fund's average fair value over the prior 16 quarters through the year end preceding
the year in which expenditure is planned. In establishing this policy, the University considered the
long-term expected return on its endowment. Accordingly, over the long term, the University
expects the current spending policy to allow its endowment to grow at an amount that approximates
inflation measured at CPI plus 1%. This is consistent with the University's objective to maintain
the purchasing power of endowment assets held in perpetuity or for a specified term, as well as to
provide additional real growth through new gifts and investment return. The University has a
policy that permits spending from underwater endowment funds depending on the degree to which
the fund is underwater, unless otherwise precluded by donor stipulations or laws and regulations.
25
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
Note 12: Liquidity and Availability
The University regularly monitors liquidity required to meet its operating needs and other
contractual commitments, while also striving to maximize the investment of its available funds.
The University has various sources of liquidity at its disposal, including cash and cash equivalents,
marketable debt and equity securities, and lines of credit. See Note 7 for information about the
University's lines of credit.
For purposes of analyzing resources available to meet general expenditures over a 12-month
period, the University considers all contributions and investment return related to its ongoing
activities of education, auxiliary enterprises, research and community outreach as well as the
conduct of services undertaken to support those activities to be general expenditures. For the year
ended May 31, 2023, $6,548,802 of purpose restricted funds and $2,183,094 of accumulated
investments gains from the endowment and $2,859,240 of other board designated funds were
included in financial assets available to meet cash needs for general expenditures within one year.
For the year ended May 31, 2022, $4,764,287 of purpose restricted funds and $1,938,660 of
accumulated investments gains from the endowment and $2,715,913 of other board designated
funds were included in financial assets available to meet cash needs for general expenditures within
one year.
In addition to financial assets available to meet general expenditures over the next 12 months, the
University operates with a balanced budget and anticipates collecting sufficient revenue to cover
general expenditures not covered by donor -restricted resources.
As of May 31, 2023 and 2022, the following financial assets could readily be made available
within one year of the statement of financial position date to meet general expenditures:
2023
2022
Cash and cash equivalents not encumbered by donor or
board designation
$ 28,946,002
$ 24,427,590
Accounts receivable, net
2,379,481
7,154,333
Contributions for general expenditures due in one year or less
46,146
52,772
Investments not encumbered by donor or board designation
5,026
22,410
Payout on donor -restricted endowments for use over next
1,688,575
1,635,600
12 months
Payout on quasi -endowment for use over next 12 months
317,088
303,060
$ 33,382,318
$ 33,595,765
If necessary, the spendable yet restricted portion of the University's endowed net assets could be
used to meet cash needs. Prudent investment management, however, must be considered to ensure
the preservation of the funds for future use. See Note 2, Note 10 and Note 11 for further
information about the University's investment portfolio, net assets and endowment funds,
respectively.
26
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
The University's Governing Board (Board) has designated a portion of its unrestricted resources
for endowment and other purposes. These funds are invested for long-term appreciation and
current income but remain available and may be spent at the discretion of the Board. At May 31,
2023 and 2022, $393,699 and $390,465, respectively, was designated for capital outlay and
maintenance by the Board and is excluded from the financial assets above, but could be made
available for expenditure at the discretion of the Board.
Liquidity of Investments
At May 31, 2023 and 2022, approximately 68% and 65%, respectively, of the University's
investment portfolio consists of highly liquid investments and 17% each year of the portfolio's
investments may be redeemed either at future specified redemption dates or currently by incurring
a penalty. Finally, certain investments (approximately 15% and 18% at May 31, 2023 and 2022,
respectively) in real estate, private equities and private investments are subject to constraints that
limit the University's ability to withdraw capital after such investments are made or may limit the
amount available for withdrawal at a given redemption date. These constraints may limit the
University's ability to respond quickly to changes in market conditions.
Note 13: Pension and Other Post -retirement Benefit Plans
Defined Contribution Plan
The University has a defined contribution pension plan for full-time employees. The board of
trustees determines the amount of the University's contributions to the plan. For the years ended
May 31, 2023 and 2022, the University made contributions of 2% of compensation. Pension
expense was $403,306 and $406,307 during 2023 and 2022, respectively.
Post -retirement Benefit Plan
The University funds health insurance benefits for certain retired University personnel qualified
under a plan no longer offered to new employees. No future retirees will be eligible for the health
insurance benefits. The University contributed approximately $30,000 and $26,000 to the plan in
2023 and 2022, respectively.
27
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
The University uses a May 31 measurement date for the plan. Information about the plan's funded
status at May 31, 2023 and 2022, are as follows:
2023 2022
Benefit obligation $ (126,116) $ (183,669)
Fair value of plan assets - -
Funded status $ (126,116) $ (183,669)
Liabilities recognized in the accompanying statements of financial position are included in post -
retirement benefit obligation within liabilities at May 31, 2023 and 2022.
Other significant balances and costs during 2023 and 2022 are:
2023 2022
Employer contributions $ 30,648 $ 25,540
Participant contributions $ - $ -
Benefits paid $ 30,648 $ 25,540
Net periodic benefit costs $ - $ -
Other changes in plan assets and benefit obligations recognized in institutional support during 2023
and 2022:
Amounts arising during the period
Net (gain) / loss
Interest cost
2023
$ 25,513
$ 5,135
2022
$ 20,031
$ 5,509
Significant assumptions include a discounts rate of 4.56% and 3.33% in 2023 and 2022,
respectively.
For measurement purposes, a 7% annual rate of increase in the per capita cost of covered health
care benefits was assumed. This rate is assumed to decrease by 1 % for each future year until the
ultimate rate of 4% is reached, where it will remain flat at 4% for each year thereafter.
The following benefit payments are expected to be paid as of May 31, 2023:
2024 $ 26,968
2025
25,718
2026
24,179
2027
22,429
2028
15,365
2029 — 2032
24,960
28
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
Note 14: Disclosures About Fair Value of Assets and Liabilities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. Fair value measurements
must maximize the use of observable inputs and minimize the use of unobservable inputs. There is
a hierarchy of three levels of inputs that may be used to measure fair value:
Level 1 Quoted prices in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets
or liabilities; quoted prices in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data for substantially the
full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to
the fair value of the assets or liabilities
Recurring Measurements
The following tables present the fair value measurements of assets recognized in the accompanying
statements of financial position measured at fair value on a recurring basis and the level within the
fair value hierarchy in which the fair value measurements fall at May 31, 2023 and 2022:
Fair Value
May 31, 2023
Assets
Investments
Cash and cash equivalents $ 1,946,756
Mutual funds 38,076,273
Hedge funds, primarily equities (a) 15,312,977
Operating companies 3,781,452
Total investments $ 59,117,458
Beneficial interest in perpetual trusts $ 11,260,517
Interest rate swap agreements $ 536,022
Fair Value Measurements Using
Quoted Prices
in Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
Assets
Inputs
Inputs
(Level1)
(Level2)
(Level3)
$ 1,946,756 $
38,076,273
3,781,452
- 11,260,517
536,022 -
29
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
Fair Value Measurements Using
Quoted Prices
in Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
Assets
Inputs
Inputs
Fair Value
(Level 1)
(Level 2)
(Level 3)
May 31, 2022
Assets
Investments
Cash and cash equivalents
$
454,764
$ 454,764
$
$ -
Mutual funds
39,247,500
39,247,500
-
-
Hedge funds, primarily equities (a)
16,450,905
-
-
-
Operating companies
5,189,278
-
-
5,189,278
Total investments
$
61,342,447
Beneficial interest in perpetual trusts
$
11,742,947
-
-
11,742,947
Interest rate swap agreements
$
267,285
-
267,285
-
(a) Certain investments that are measured at fair value using the net asset value per share (or its
equivalent) practical expedient have not been classified in the fair value hierarchy. The fair
value amounts included above are intended to permit reconciliation of the fair value hierarchy
to the amounts presented in the statements of financial position.
The following is a description of the valuation methodologies and inputs used for assets measured
at fair value on a recurring basis and recognized in the accompanying statements of financial
position, as well as the general classification of such assets pursuant to the valuation hierarchy.
There have been no significant changes in the valuation techniques during the year ended May 31,
2023.
Investments
Where quoted market prices are available in an active market, securities are classified within
Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are
estimated by using quoted prices of securities with similar characteristics or independent asset
pricing services and pricing models, the inputs of which are market -based or independently sourced
market parameters, including, but not limited to, yield curves, interest rates, volatilities,
prepayments, defaults, cumulative loss projections and cash flows. Such securities are classified in
Level 2 of the valuation hierarchy. In certain cases where Level 1 or Level 2 inputs are not
available, securities are classified within Level 3 of the hierarchy. See the table below for inputs
and valuation techniques used for Level 3 securities.
Interest Rate Swap Agreements
The fair value is estimated using forward -looking interest rate curves and discounted cash flows that
are observable or can be corroborated by observable market data and, therefore, are classified within
Level 2 of the valuation hierarchy.
30
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
Beneficial Interest in Perpetual Trusts
Fair value is estimated at the University's percent of the fair value of the underlying assets held in
trust. Due to the perpetual existence of the trusts, the interest is classified within Level 3 of the
hierarchy.
Unobservable (Level 3) Inputs
The following table presents quantitative information about unobservable inputs used in recurring
Level 3 fair value measurements:
Operating companies
Beneficial interest in
perpetual trusts
Transfers to and from Level 3
Fair Value at
Fair Value at
Valuation
Unobservable
5/31/2023
5/31/2022
Technique
Inputs
6 3,781,452
$ 5,189,278
Market or income
Discount
approach
rates
$ 11,260,517
$ 11,742,947
Fair value of
Perpetual
underlying
existence
investments
During the years ended May 31, 2023 and 2022, transfers to Level 3 investments of $0 and
$123,471, respectively, were from purchases of Level 3 investments due to capital calls and
transfers out of Level 3 investments of $813,475 and $592,152, respectively, were from sales of
Level 3 investments related to liquidations.
Note 15: Revenue from Contracts with Students
Tuition and Auxiliary Services Revenue
Revenue from contracts with students for tuition and auxiliary services is reported at the amount
that reflects the consideration to which the University expects to be entitled in exchange for
providing instruction and housing, food and other services. These amounts are due from students,
third -party payors and others and includes variable consideration for merit based and institutional
scholarships.
Revenue is recognized as performance obligations are satisfied, which is ratably over the academic
term. Generally, the University bills students prior to the beginning of the semester, and student
accounts receivable are due before classes start, unless the student is enrolled in a payment plan.
31
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
For long terms, if a student withdraws within 11 calendar days from the beginning of the academic
term, the student is entitled to a full refund of tuition and fees. If a student withdraws within 12 to
15 calendar days from the beginning of the academic term, the student is entitled to a 50% refund
of tuition. If a student withdraws 16-20 days from the beginning of the academic term, the student
is entitled to a 25% refund of tuition. No refunds are awarded after the end of the third week of the
academic term. For short terms, if a student withdraws before the beginning of the class start date
through the third day of class, the student is entitled to a 100% refund of tuition. There is no
refund of fees after the class start date and beginning on the fourth-class day, there will be no
refund of tuition charges. The University determines the refund liability at year-end based on
actual experience subsequent to year-end. At May 31, 2023, the refund liability was approximately
$11,000, which is included in deferred revenue on the accompanying statements of financial
position. At May 31, 2022, the refund liability was approximately $128,000.
Tuition and auxiliary services revenue are considered to be separate contracts.
Transaction Price and Recognition
The University determines the transaction price based on standard charges for goods and services
provided, reduced by discounts provided in accordance with the University's policy and implicit
price concessions provided to customers. The University determines its estimates of explicit price
concessions based on its discount policies. The University determines its estimate of implicit price
concessions based on its historical collection experience with this class of customers.
From time to time the University will receive overpayments of customer balances resulting in
amounts owed back to either the customers or third parties. These amounts are excluded from
revenues and are recorded as liabilities until they are refunded. As of May 31, 2023 and 2022, the
amount due for refunds to students was determined not to be material.
The University has determined that the nature, amount, timing and uncertainty of revenue and cash
flows are affected by the following factors:
• Payors (for example, customer, governmental programs and others) that have different
reimbursement and payment methodologies
• University's line of business that provided the service
For the years ended May 31, 2023 and 2022, all revenue was from goods and services that transfer
to the student over time.
32
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
Contract Balances
The following table provides information about the University's receivables, contract assets and
contract liabilities from contracts with customers:
2023 2022
Accounts receivable, beginning of year $ 6,357,277 $ 4,154,785
Accounts receivable, end of year 2,601,614 6,357,277
Deferred revenue, beginning of year 6,288,658 3,428,859
Deferred revenue, end of year 4,151,358 6,288,658
Performance Obligations and Transaction Price Allocated to Remaining Performance
Obligations
Because all of its performance obligations relate to contracts with a duration of less than one year,
the University has elected to apply the optional exemption provided in FASB ASC 606-10-50-
14(a) and, therefore, is not required to disclose the aggregate amount of the transaction price
allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the
reporting period. The unsatisfied or partially unsatisfied performance obligations referred to above
are primarily related to providing instruction and housing to students. The performance obligations
for these contracts are generally completed when the academic term is completed.
Significant Judgments
The University determines the transaction price based on standard charges for goods and services
provided, discounts provided in accordance with the University's policy and implicit price
concessions provided to customers. The University determines its estimates of explicit price
concessions based on contractual agreements and its discount policies. The University determines
its estimate of implicit price concessions based on its historical collection experience with each
class of customers.
33
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
Disaggregation of Revenue
The composition of revenue by segment for the years ended May 31, 2023 and 2022, is as follows:
2023
2022
Tuition and fees
Undergraduate
$ 20,918,710
$ 19,551,862
Masters
3,430,884
3,700,934
Doctorate
12,217,332
11,946,056
$ 36,566,926
$ 35,198,852
Auxiliary
Housing
$ 1,704,652
$ 1,714,091
Meal plans
2,475,090
2,385,352
Other
452,097
425,874
$ 4,631,839
$ 4,525,317
Financing Component
The University has elected the practical expedient allowed under FASB ASC 606-10-32-18 and
does not adjust the promised amount of consideration from customers and third parties for the
effects of a significant financing component due to the University's expectation that the period
between the time the service is provided to a customer and the time the customer, or a third -party
payor pays for that service will be one year or less.
Note 16: Leases
Change in Accounting Principle
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires lessees
to recognize a lease liability and a right -of -use (ROU) asset on a discounted basis, for substantially
all leases, as well as additional disclosures regarding leasing arrangements. Disclosures are
required to enable users of financial statements to assess the amount, timing and uncertainty of
cash flows arising from leases. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842):
Targeted Improvements, which provides an optional transition method of applying the new lease
standard. Topic 842 can be applied using either a modified retrospective approach at the beginning
of the earliest period presented or, as permitted by ASU 2018-11, at the beginning of the period in
which it is adopted, i.e., the comparatives under ASC 840 option.
34
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
The University adopted Topic 842 on June 1, 2022 (the effective date), using the comparatives
under ASC 840 transition method, which applies Topic 842 at the beginning of the period in which
it is adopted. Prior period amounts have not been adjusted in connection with the adoption of this
standard. The University elected the package of practical expedients under the new standard,
which permits entities to not reassess lease classification, lease identification or initial direct costs
for existing or expired leases prior to the effective date. The University has lease agreements with
nonlease components that relate to the lease components. The University elected the practical
expedient to account for nonlease components and the lease components to which they relate as a
single lease component for all. Also, the University elected to keep short-term leases with an
initial term of 12 months or less off the statement of financial position. The University did not
elect the hindsight practical expedient in determining the lease term for existing leases as of June 1,
2022.
The most significant impact of adoption was the recognition of operating lease ROU assets and
operating lease liabilities of $119,347 and $115,744, respectively, while the accounting for existing
capital leases (now referred to as finance leases) remained substantially unchanged. The standard
did not significantly affect the statements of activities or cash flows.
Accounting Policies
The University determines if an arrangement is a lease or contains a lease at inception. Leases
result in the recognition of ROU assets and lease liabilities on the statements of financial position.
ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities
represent the obligation to make lease payments arising from the lease, measured on a discounted
basis. The University determines lease classification as operating or finance at the lease
commencement date. Finance leases are included in property and equipment and finance lease
liabilities in the statements of financial position.
The University combines lease and nonlease components, if any, and accounts for them as a single
lease component in calculating the ROU assets and lease liabilities.
In addition, for certain equipment leases, the University applies a portfolio approach to effectively
account for the operating lease ROU assets and liabilities.
At lease commencement, the lease liability is measured at the present value of the lease payments
over the lease term. The ROU asset equals the lease liability adjusted for any initial direct costs,
prepaid or deferred rent, and lease incentives. The University uses the implicit rate when readily
determinable. As most of the leases do not provide an implicit rate, the University has made a
policy election to use a risk -free rate (the rate of a zero -coupon U.S. Treasury instrument) for the
initial and subsequent measurement of all lease liabilities. The risk -free rate is determined using a
period comparable with the lease term.
The lease term may include options to extend or to terminate the lease that the University is
reasonably certain to exercise. Lease expense is generally recognized on a straight-line basis over
the lease term.
The University has elected not to record leases with an initial term of 12 months or less on the
statements of financial position. Lease expense on such leases is recognized on a straight-line basis
over the lease term.
35
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
Nature of Leases
The University has entered into the following lease arrangements:
Finance Leases
These leases mainly consist of computer equipment. Termination of the leases generally are
prohibited unless there is a violation under the lease agreement.
Operating Leases
The University has a lease for space that expires in 2025. The lease does not contain any renewal
options and requires the University to pay all executory costs (property taxes, maintenance and
insurance). Termination of the lease is generally prohibited unless there is a violation under the
lease agreement.
The University has leases for equipment that expire in various years between 2023 and 2025 with
no renewal options.
All Leases
The University has no material related -party leases.
The University's lease agreements do not contain any material residual value guarantees or
material restrictive covenants.
Quantitative Disclosures
The lease cost and other required information for the year ended May 31, 2023, are:
Lease cost
Finance lease cost
Amortization of right -of -use asset $ 291,657
Interest on lease liabilities 21,852
Operating lease cost 31,540
Total lease cost $ 345,049
36
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
Cash paid for amounts included in the measurement of
lease liabilities
Operating cash flows from finance leases
Financing cash flows from finance leases
Operating cash flows from operating leases
Right -of -use assets obtained in exchange for new
finance lease liabilities
Right -of -use assets obtained in exchange for new
operating lease liabilities
Weighted -average remaining lease term
Finance leases
Operating leases
Weighted -average discount rate
Finance leases
Operating leases
21,852
296,003
27,968
226,870
115,774
2.5 years
2.4 years
3.51%
3.54%
Property and equipment include the following equipment under finance leases at May 31, 2023:
Equipment $ 1,427,316
Less accumulated amortization (784,115)
$ 643,201
Future minimum lease payments and reconciliation to the statement of financial position at May
31, 2023, are as follows:
Finance
Operating
Leases
Leases
2024
$ 309,720
$ 39,238
2025
188,119
37,422
2026
114,307
17,330
2027
40,069
-
Total future undiscounted lease payments
652,215
93,990
Less imputed interest
(24,148)
(3,844)
Lease liabilities
$ 628,067
$ 90,146
37
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
Note 17: Operating Lease Income
The University leases building space to third party tenants with terms from 12 months to 12 years.
As the lessor, the University determines if an arrangement is a lease or contains a lease at
inception. All the leases are accounted for as operating leases and have various market terms and
conditions. The University's lease arrangements do not contain any material residual value
guarantees or material restrictive covenants.
Rental income recognized for operating leases was approximately $178,000 for 2023, included in
other revenue on the statements of activities.
The University received an advance payment of $1,200,000 for a 12-year lease agreement that the
income is recognized ratably over the term of the lease. Deferred revenue of $431,856 is included
in deferred revenue on the accompanying statement of financial position at May 31, 2023.
The following is a schedule by years of future minimum rentals under the leases at May 31, 2023.
2024
$ 180,504
2025
139,072
2026
139,072
2027
139,072
2028
54,304
652,024
Note 18: Significant Estimates, Commitments and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of
certain significant estimates and current vulnerabilities due to certain concentrations. Those
matters include the following:
Commitments
At May 31, 2023, the University had open construction contracts for the construction and
renovation of the stadium track and field of approximately $2,450,000.
Contributions
Approximately 21 % of all contributions was received from one donor in 2023 and approximately
63% of all contributions were received from three donors in 2022.
38
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
Investments
The University invests in various investment securities. Investment securities are exposed to
various risks such as interest rate, market and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and that such change could materially affect the
amounts reported in the accompanying statements of financial position.
Litigation
In the normal course of business, the University is, from time to time, subject to allegations that
may or do result in litigation. Some of these allegations are in areas not covered by the
University's commercial insurance; for example, allegations regarding employment practices or
performance of contracts. The University evaluates such allegations by conducting investigations
to determine the validity of each potential claim. Based upon the advice of counsel, management
records an estimate of the amount of ultimate expected loss, if any, for each of these matters.
Events could occur that would cause the estimate of ultimate loss to differ materially in the near
term.
Note 19: Related Party Transactions
During the years ended May 31, 2023 and 2022, University Board members and/or their affiliates
contributed approximately $3,207,000 and $5,612,000, respectively, to the University. At May 31,
2023 and 2022, approximately $2,180,000 and $2,430,000, respectively, is outstanding as
contributions receivable, net on the accompanying statements of financial position.
Note 20: Functional Allocation of Expenses
The costs of supporting the various programs and other activities have been summarized on a
functional basis in the statements of activities. Accordingly, depreciation, interest and certain
facility expenses have been allocated among the programs and supporting services based on direct
identification or management's estimate of usage applicable based on square footage to the various
programs and supporting services benefited. Supporting services have been recorded as
institutional support.
39
Texas Wesleyan University
Notes to Financial Statements
May 31, 2023 and 2022
The following schedules presents the natural classification of expense by function for the years
ended May 31, 2023 and 2022:
2023
Auxiliary
Community
Independent
Total Program
Institutional
Education
Enterprises
Research
Outreach
Operations
Activities
Support
Total
Salaries and wages
$ 20,066,795
$ 81,948
$ 47,834
$ 619,106
$ 554,084
$ 21,369,767
$ 3,716,479
$ 25,086,246
Employee benefits
4,459,577
15,624
3,786
326,587
151,667
4,957,241
712,333
5,669,574
Scholarships and
fellowship
33,930
-
-
-
-
33,930
73,946
107,876
Travel
1,856,514
418
9,184
69,421
62,290
1,997,827
99,388
2,097,215
Supplies
2,223,243
48,869
5,755
91,228
230,512
2,599,607
241,108
2,840,715
Utilities
53,520
-
-
9,651
2,450
65,621
4,604
70,225
Other outside service
3,563,813
1,955,481
90,356
39,336
557,759
6,206,745
5,778,655
11,985,400
Depreciation
2,730,491
781,093
-
64,857
-
3,576,441
199,582
3,776,023
Interest
187,200
67,914
-
15,071
-
270,185
39,079
309,264
Other
4,581,590
1,038,778
409
405,017
1,954
6,027,748
1,306,509
7,334,257
$ 39,756,673
$ 3,990,125
$ 157,324
$ 1,640,274
$ 1,560,716
$ 47,105,112
$ 12,171,683
$ 59,276,795
Auxiliary
Education
Activities
Salaries and wages
$ 19,954,641
$ 61,179 $
Employee benefits
4,216,141
17,486
Scholarships and
fellowship
2,735,102
-
Travel
1,555,508
204
Supplies
1,840,544
13,334
Utilities
66,568
Other outside service
3,294,383
1,934,902
Depreciation
2,499,501
814,127
Interest
202,291
73,388
Other
3,836,419
860,289
$ 40,201,098
$ 3,774,909 $
Note 21: Subsequent Events
2022
Community
Independent
Total Program
Institutional
Research
Outreach
Operations
Activities
Support
Total
8,100
$ 538,160
$ 521,061
$ 21,083,141
$ 3,593,138
$ 24,676,279
1,203
281,964
139,309
4,656,103
711,786
5,367,889
-
-
-
2,735,102
56,309
2,791,411
2,213
76,272
58,336
1,692,533
72,545
1,765,078
9,023
190,604
188,588
2,242,093
186,069
2,428,162
17,002
1,832
85,402
3,490
88,892
3,299
14,189
434,664
5,681,437
5,236,926
10,918,363
-
72,391
3,386,019
252,157
3,638,176
16,286
291,965
41,522
333,487
-
332,911
453
5,030,072
1,104,573
6,134,645
23,838
$ 1,539,779
$ 1,344,243
$ 46,883,867
$ 11,258,515
$ 58,142,382
Subsequent events have been evaluated through September 8, 2023, which is the date the financial
statements were available to be issued.
40
EXHIBIT "F"
ARPA SUBRECIPIENT CONTRACT
Tesas Wesleyan University Public Utilities Relocation Page 38 of 41
Project:
Project No.:
Budget amount:
0176000 Economic Dev Community Dev
Reconciliation- Expenditures
Expenditures
0176000 Economic Dev Community Dev
Total Admin funds received
Balance due or cash on hand
Previously
Reported Current
Current Cumulative Cumulative Available
Budget Expenditures Expenditures Expenditures Balance
0.00 $0.00
Previously Report This Period Cummulative
0.00
0.00
Check one that applies:
71 have reviewed projected expenditures and anticipate all funds will be expended
❑1 have reviewed projected expenditures and do not anticipate all funds will be expended
Estimated amount of unspent funds $
Staff name and title
0.00
certify to the best of my knowledge, and believe that this report is true, complete, and accurate, and the expenditures are for the purposes
and objectives set forth in the CFW ARPA award.
Preparer's name and title
Project:
Project No.:
Budget amount:
Total Expenses $
Item # Expense
1
2
3
4
5
6
7
8
Amount
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
EXHIBIT "G"
ARPA SUBRECIPIENT CONTRACT
Tesas Wesleyan University Public Utilities Relocation Page 39 of 41
EXHIBIT " G"
DOCUMENTATION OF ARPA REQUIREMENTS
ARPA Requirements:
Developer agrees to comply fully with all applicable laws and regulations that are currently in
effect or that are hereafter amended during the term of this Contract. Those laws include, but are
not limited to the provisions detailed in 2 CFR Part 200.
During Term of Contract:
ARPA Funds will be used to construct public infrastructure improvements in support of the
construction of the Texas Wesleyan Athletic Complex Phase I, which will include, but are not
limited to, any water improvements, sanitary sewer improvements, drainage improvements, paving
improvement and any other work associated with relocation of sanitary sewer lines due to the
development of Athletic Complex.
During Term the Contract:
In consideration of the ARPA Funds provided through this Contract, Developer will fulfill the
ARPA Requirements, the City Requirements, and will comply with all other terms and conditions
of this Contract.
EXHIBIT "H"
ARPA SUBRECIPIENT CONTRACT
Tesas Wesleyan University Public Utilities Relocation Page 40 of 41
HUD-4010 U.S. Department of Housing and Urban Development
Federal Labor Standards Provisions Office of Davis -Bacon and Labor Standards
A. APPLICABILITY
The Project or Program to which the construction work covered by this Contract pertains is being
assisted by the United States of America, and the following Federal Labor Standards Provisions are
included in this Contract pursuant to the provisions applicable to such Federal assistance.
Minimum wages and fringe benefits
i. All laborers and mechanics employed or working upon the site of the work (or otherwise working in
construction or development of the project under a development statute), will be paid
unconditionally and not less often than once a week, and without subsequent deduction or rebate
on any account (except such payroll deductions as are permitted by regulations issued by the
Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of basic hourly wages
and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at
rates not less than those contained in the wage determination of the Secretary of Labor which is
attached hereto and made a part hereof, regardless of any contractual relationship which may be
alleged to exist between the contractor and such laborers and mechanics. As provided in 29 CFR
5.5(d) and (e), the appropriate wage determinations are effective by operation of law even if they
have not been attached to the contract. Contributions made or costs reasonably anticipated for bona
fide fringe benefits under the Davis -Bacon Act (40 U.S.C. 3141(2)(B)) on behalf of laborers or
mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of
paragraph (a)(1)(v) of these contract clauses; also, regular contributions made or costs incurred for
more than a weekly period (but not less often than quarterly) under plans, funds, or programs which
cover the particular weekly period, are deemed to be constructively made or incurred during such
weekly period. Such laborers and mechanics must be paid the appropriate wage rate and fringe
benefits on the wage determination for the classification(s) of work actually performed, without
regard to skill, except as provided in 29 CFR 5.5(a)(4). Laborers or mechanics performing work in
more than one classification may be compensated at the rate specified for each classification for the
time actually worked therein: Provided, That the employer's payroll records accurately set forth the
time spent in each classification in which work is performed. The wage determination (including any
additional classifications and wage rates conformed under 29 CFR 5.5(a)(1)(iii)) and the Davis -Bacon
poster (WH-1321) must be posted at all times by the contractor and its subcontractors at the site of
the work in a prominent and accessible place where it can be easily seen by the workers.
ii. Frequently recurring classifications
A. In addition to wage and fringe benefit rates that have been determined to be prevailing under
the procedures set forth in 29 CFR part 1, a wage determination may contain, pursuant to § 1.3(f),
wage and fringe benefit rates for classifications of laborers and mechanics for which conformance
requests are regularly submitted pursuant to 29 CFR 5.5(a)(1)(iii), provided that:
1. The work performed by the classification is not performed by a classification in the wage
determination for which a prevailing wage rate has been determined;
2. The classification is used in the area by the construction industry; and
3. The wage rate for the classification bears a reasonable relationship to the prevailing wage rates
contained in the wage determination.
B. The Administrator will establish wage rates for such classifications in accordance with 29 CFR
5.5(a)(1)(iii)(A)(3). Work performed in such a classification must be paid at no less than the wage
and fringe benefit rate listed on the wage determination for such classification.
iii. Conformance
A. The contracting officer must require that any class of laborers or mechanics, including helpers,
which is not listed in the wage determination and which is to be employed under the contract be
Previous editions obsolete 1 Form HUD-4010, (10/2023)
ref. Handbook 1344.1
classified in conformance with the wage determination. Conformance of an additional classification
and wage rate and fringe benefits is appropriate only when the following criteria have been met:
1. The work to be performed by the classification requested is not performed by a classification in
the wage determination; and
2. The classification is used in the area by the construction industry; and
3. The proposed wage rate, including any bona fide fringe benefits, bears a reasonable
relationship to the wage rates contained in the wage determination.
B. The conformance process may not be used to split, subdivide, or otherwise avoid application of
classifications listed in the wage determination.
C. If the contractor and the laborers and mechanics to be employed in the classification (if known),
or their representatives, and the contracting officer agree on the classification and wage rate
(including the amount designated for fringe benefits where appropriate), a report of the action
taken will be sent by the contracting officer by email to DBAconformance@dol.Rov. The
Administrator, or an authorized representative, will approve, modify, or disapprove every
additional classification action within 30 days of receipt and so advise the contracting officer or
will notify the contracting officer within the 30—day period that additional time is necessary.
D. In the event the contractor, the laborers or mechanics to be employed in the classification or
their representatives, and the contracting officer do not agree on the proposed classification
and wage rate (including the amount designated for fringe benefits, where appropriate), the
contracting officer will, by email to DBAconformance@dol.gov, refer the questions, including
the views of all interested parties and the recommendation of the contracting officer, to the
Administrator for determination. The Administrator, or an authorized representative, will issue
a determination within 30 days of receipt and so advise the contracting officer or will notify
the contracting officer within the 30—day period that additional time is necessary.
E. The contracting officer must promptly notify the contractor of the action taken by the Wage
and Hour Division under 29 CFR 5.5 (a)(1)(iii)(C) and (D). The contractor must furnish a written
copy of such determination to each affected worker or it must be posted as a part of the wage
determination. The wage rate (including fringe benefits where appropriate) determined
pursuant to 29 CFR 5.5 (a)(1)(iii)(C) or (D) must be paid to all workers performing work in the
classification under this contract from the first day on which work is performed in the
classification.
iv. Fringe benefits not expressed as an hourly rate
Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics
includes a fringe benefit which is not expressed as an hourly rate, the contractor may either pay the
benefit as stated in the wage determination or may pay another bona fide fringe benefit or an hourly
cash equivalent thereof.
V. Unfunded plans
If the contractor does not make payments to a trustee or other third person, the contractor may
consider as part of the wages of any laborer or mechanic the amount of any costs reasonably
anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the
Secretary of Labor has found, upon the written request of the contractor, in accordance with the
criteria set forth in 29 CFR 5.28, that the applicable standards of the Davis -Bacon Act have been met.
The Secretary of Labor may require the contractor to set aside in a separate account assets for the
meeting of obligations under the plan or program.
vi. Interest In the event of a failure to pay all or part of the wages required by the contract, the
contractor will be required to pay interest on any underpayment of wages.
Previous editions obsolete 2 Form HUD-4010, (10/2023)
ref. Handbook 1344.1
2. Withholding
i. Withholding requirements
The U. S. Department of Housing and Urban Development may, upon its own action, or must, upon
written request of an authorized representative of the Department of Labor, withhold or cause to be
withheld from the contractor so much of the accrued payments or advances as may be considered
necessary to satisfy the liabilities of the prime contractor or any subcontractor for the full amount
of wages and monetary relief, including interest, required by the clauses set forth in 29 CFR 5.5(a)
for violations of this contract, or to satisfy any such liabilities required by any other Federal
contract, or federally assisted contract subject to Davis -Bacon labor standards, that is held by the
same prime contractor (as defined in 29 CFR 5.2). The necessary funds may be withheld from the
contractor under this contract, any other Federal contract with the same prime contractor, or any
other federally assisted contract that is subject to Davis -Bacon labor standards requirements and is
held by the same prime contractor, regardless of whether the other contract was awarded or
assisted by the same agency, and such funds may be used to satisfy the contractor liability for which
the funds were withheld. In the event of a contractor's failure to pay any laborer or mechanic,
including any apprentice or helper working on the site of the work (or otherwise working in
construction or development of the project under a development statute) all or part of the wages
required by the contract, or upon the contractor's failure to submit the required records as
discussed in 29 CFR 5.5(a)(3)(iv), HUD may on its own initiative and after written notice to the
contractor, sponsor, applicant, owner, or other entity, as the case may be, take such action as may
be necessary to cause the suspension of any further payment, advance, or guarantee of funds until
such violations have ceased.
ii. Priority to withheld funds
The Department has priority to funds withheld or to be withheld in accordance with 29 CFR
5.5(a)(2)(i) or (b)(3)(i), or both, over claims to those funds by:
A. A contractor's surety(ies), including without limitation performance bond sureties and
payment bond sureties;
B. A contracting agency for its reprocurement costs;
C. A trustee(s) (either a court -appointed trustee or a U.S. trustee, or both) in bankruptcy of a
contractor, or a contractor's bankruptcy estate;
D. A contractor's assignee(s);
E. A contractor's successor(s); or
F. A claim asserted under the Prompt Payment Act, 31 U.S.C. 3901-3907.
3. Records and certified payrolls
i. Basic record requirements
A. Length of record retention. All regular payrolls and other basic records must be maintained by
the contractor and any subcontractor during the course of the work and preserved for all
laborers and mechanics working at the site of the work (or otherwise working in construction
or development of the project under a development statute) for a period of at least 3 years
after all the work on the prime contract is completed.
B. Information required Such records must contain the name; Social Security number; last known
address, telephone number, and email address of each such worker; each worker's correct
classification(s) of work actually performed; hourly rates of wages paid (including rates of
contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of
the types described in 40 U.S.C. 3141(2)(B) of the Davis -Bacon Act); daily and weekly number of
hours actually worked in total and on each covered contract; deductions made; and actual
wages paid.
C. Additional records relating to fringe benefits. Whenever the Secretary of Labor has found
under 29 CFR 5.5(a)(1)(v) that the wages of any laborer or mechanic include the amount of any
Previous editions obsolete 3 Form HUD-4010, (10/2023)
ref. Handbook 1344.1
costs reasonably anticipated in providing benefits under a plan or program described in 40
U.S.C. 3141(2)(B) of the Davis -Bacon Act, the contractor must maintain records which show that
the commitment to provide such benefits is enforceable, that the plan or program is financially
responsible, and that the plan or program has been communicated in writing to the laborers or
mechanics affected, and records which show the costs anticipated or the actual cost incurred
in providing such benefits.
D. Additional records relating to apprenticeship Contractors with apprentices working under
approved programs must maintain written evidence of the registration of apprenticeship
programs, the registration of the apprentices, and the ratios and wage rates prescribed in the
applicable programs.
ii. Certified payroll requirements
A. Frequency and method of submission The contractor or subcontractor must submit weekly,
for each week in which any DBA- or Related Acts -covered work is performed, certified
payrolls to HUD if the agency is a party to the contract, but if the agency is not such a party,
the contractor will submit the certified payrolls to the applicant, sponsor, owner, or other
entity, as the case may be, that maintains such records, for transmission to HUD. The prime
contractor is responsible for the submission of all certified payrolls by all subcontractors. A
contracting agency or prime contractor may permit or require contractors to submit certified
payrolls through an electronic system, as long as the electronic system requires a legally valid
electronic signature; the system allows the contractor, the contracting agency, and the
Department of Labor to access the certified payrolls upon request for at least 3 years after
the work on the prime contract has been completed; and the contracting agency or prime
contractor permits other methods of submission in situations where the contractor is unable
or limited in its ability to use or access the electronic system
B. Information required The certified payrolls submitted must set out accurately and completely
all of the information required to be maintained under 29 CFR 5.5(a)(3)(i)(B), except that full
Social Security numbers and last known addresses, telephone numbers, and email addresses
must not be included on weekly transmittals. Instead, the certified payrolls need only include
an individually identifying number for each worker (e.g., the last four digits of the worker's
Social Security number). The required weekly certified payroll information may be submitted
using Optional Form WH-347 or in any other format desired. Optional Form WH-347 is
available for this purpose from the Wage and Hour Division Web site at https://www.dol.pov/
sites/dolgov/files/WHD/legacy/files/wh347.i)dfor its successor website. It is not a violation of
this section for a prime contractor to require a subcontractor to provide full Social Security
numbers and last known addresses, telephone numbers, and email addresses to the prime
contractor for its own records, without weekly submission by the subcontractor to the
sponsoring government agency (or the applicant, sponsor, owner, or other entity, as the case
may be, that maintains such records).
C. Statement of Compliance Each certified payroll submitted must be accompanied by a
"Statement of Compliance," signed by the contractor or subcontractor, or the contractor's or
subcontractor's agent who pays or supervises the payment of the persons working on the
contract, and must certify the following:
1. That the certified payroll for the payroll period contains the information required to be
provided under 29 CFR 5.5(a)(3)(ii), the appropriate information and basic records are being
maintained under 29 CFR 5.5 (a)(3)(i), and such information and records are correct and
complete;
2. That each laborer or mechanic (including each helper and apprentice) working on the contract
during the payroll period has been paid the full weekly wages earned, without rebate, either
directly or indirectly, and that no deductions have been made either directly or indirectly
Previous editions obsolete 4 Form HUD-4010, (10/2023)
ref. Handbook 1344.1
from the full wages earned, other than permissible deductions as set forth in 29 CFR part 3;
and
3. That each laborer or mechanic has been paid not less than the applicable wage rates and
fringe benefits or cash equivalents for the classification(s) of work actually performed, as
specified in the applicable wage determination incorporated into the contract.
D. Use of Optional Form WH-347 The weekly submission of a properly executed certification
set forth on the reverse side of Optional Form WH-347 will satisfy the requirement for
submission of the "Statement of Compliance" required by 29 CFR 5.5(a)(3)(ii)(C).
E. Signature The signature by the contractor, subcontractor, or the contractor's or
subcontractor's agent must be an original handwritten signature or a legally valid electronic
signature.
F. Falsification The falsification of any of the above certifications may subject the contractor
or subcontractor to civil or criminal prosecution under 18 U.S.C. 1001 and 31 U.S.C. 3729.
G. Length of certified payroll retention The contractor or subcontractor must preserve all
certified payrolls during the course of the work and for a period of 3 years after all the work
on the prime contract is completed.
iii. Contracts, subcontracts, and related documents The contractor or subcontractor must maintain this
contract or subcontract and related documents including, without limitation, bids, proposals,
amendments, modifications, and extensions. The contractor or subcontractor must preserve these
contracts, subcontracts, and related documents during the course of the work and for a period of 3
years after all the work on the prime contract is completed.
iv Required disclosures and access
A. Required record disclosures and access to workers The contractor or subcontractor must
make the records required under 29 CFR 5.5(a)(3)(i)—(iii), and any other documents that
HUD or the Department of Labor deems necessary to determine compliance with the labor
standards provisions of any of the applicable statutes referenced by 29 CFR 5.1, available
for inspection, copying, or transcription by authorized representatives of HUD or the
Department of Labor, and must permit such representatives to interview workers during
working hours on the job.
B. Sanctions for non-compliance with records and worker access requirements If the
contractor or subcontractor fails to submit the required records or to make them available,
or refuses to permit worker interviews during working hours on the job, the Federal agency
may, after written notice to the contractor, sponsor, applicant, owner, or other entity, as the
case may be, that maintains such records or that employs such workers, take such action as
may be necessary to cause the suspension of any further payment, advance, or guarantee of
funds. Furthermore, failure to submit the required records upon request or to make such
records available, or to permit worker interviews during working hours on the job, may be
grounds for debarment action pursuant to 29 CFR 5.12. In addition, any contractor or other
person that fails to submit the required records or make those records available to WHD
within the time WHD requests that the records be produced will be precluded from
introducing as evidence in an administrative proceeding under 29 CFR part 6 any of the
required records that were not provided or made available to WHD. WHD will take into
consideration a reasonable request from the contractor or person for an extension of the
time for submission of records. WHD will determine the reasonableness of the request and
may consider, among other things, the location of the records and the volume of
production.
C. Required information disclosures Contractors and subcontractors must maintain the full
Social Security number and last known address, telephone number, and email address of
each covered worker, and must provide them upon request to HUD if the agency is a party to
Previous editions obsolete 5 Form HUD-4010, (10/2023)
ref. Handbook 1344.1
the contract, or to the Wage and Hour Division of the Department of Labor. If the Federal
agency is not such a party to the contract, the contractor, subcontractor, or both, must,
upon request, provide the full Social Security number and last known address, telephone
number, and email address of each covered worker to the applicant, sponsor, owner, or
other entity, as the case may be, that maintains such records, for transmission to HUD, the
contractor, or the Wage and Hour Division of the Department of Labor for purposes of an
investigation or other compliance action.
4. Apprentices and equal employment opportunity
Apprentices
A. Rate of pay Apprentices will be permitted to work at less than the predetermined rate for
the work they perform when they are employed pursuant to and individually registered in a
bona fide apprenticeship program registered with the U.S. Department of Labor,
Employment and Training Administration, Office of Apprenticeship (OA), or with a State
Apprenticeship Agency recognized by the OA. A person who is not individually registered in
the program, but who has been certified by the OA or a State Apprenticeship Agency
(where appropriate) to be eligible for probationary employment as an apprentice, will be
permitted to work at less than the predetermined rate for the work they perform in the
first 90 days of probationary employment as an apprentice in such a program. In the event
the OA or a State Apprenticeship Agency recognized by the OA withdraws approval of an
apprenticeship program, the contractor will no longer be permitted to use apprentices at
less than the applicable predetermined rate for the work performed until an acceptable
program is approved.
B. Fringe benefits Apprentices must be paid fringe benefits in accordance with the provisions
of the apprenticeship program. If the apprenticeship program does not specify fringe
benefits, apprentices must be paid the full amount of fringe benefits listed on the wage
determination for the applicable classification. If the Administrator determines that a
different practice prevails for the applicable apprentice classification, fringe benefits must
be paid in accordance with that determination.
C. Apprenticeship ratio The allowable ratio of apprentices to journeyworkers on the job site in
any craft classification must not be greater than the ratio permitted to the contractor as to
the entire work force under the registered program or the ratio applicable to the locality of
the project pursuant to 29 CFR 5.5(a)(4)(i)(D). Any worker listed on a payroll at an
apprentice wage rate, who is not registered or otherwise employed as stated in 29 CFR
5.5(a)(4)(i)(A), must be paid not less than the applicable wage rate on the wage
determination for the classification of work actually performed. In addition, any apprentice
performing work on the job site in excess of the ratio permitted under this section must be
paid not less than the applicable wage rate on the wage determination for the work actually
performed.
D. Reciprocity of ratios and wage rates Where a contractor is performing construction on a
project in a locality other than the locality in which its program is registered, the ratios and
wage rates (expressed in percentages of the journeyworker's hourly rate) applicable within the
locality in which the construction is being performed must be observed. If there is no
applicable ratio or wage rate for the locality of the project, the ratio and wage rate specified
in the contractor's registered program must be observed.
ii Equal employment opportunity The use of apprentices and journeyworkers under this part must
be in conformity with the equal employment opportunity requirements of Executive Order 11246,
as amended, and 29 CFR part 30.
Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29
CFR part 3, which are incorporated by reference in this contract.
Previous editions obsolete 6 Form HUD-4010, (10/2023)
ref. Handbook 1344.1
Subcontracts. The contractor or subcontractor must insert in any subcontracts the clauses contained in
29 CFR 5.5(a)(1) through (11), along with the applicable wage determination(s) and such other clauses
or contract modifications as the U.S. Department of Housing and
Urban Development may by appropriate instructions require, and a clause requiring the subcontractors
to include these clauses and wage determinations) in any lower tier subcontracts. The prime
contractor is responsible for the compliance by any subcontractor or lower tier subcontractor with all
the contract clauses in this section. In the event of any violations of these clauses, the prime contractor
and any subcontractor(s) responsible will be liable for any unpaid wages and monetary relief, including
interest from the date of the underpayment or loss, due to any workers of lower -tier subcontractors,
and may be subject to debarment, as appropriate.
7 Contract termination: debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for
termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29
CFR 5.12.
8 Compliance with Davis -Bacon and Related Act requirements. All rulings and interpretations of the
Davis -Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by
reference in this contract.
9 Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this
contract shall not be subject to the general disputes clause of this contract. Such disputes shall be
resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6,
and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its
subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their
representatives.
10. Certification of eligibility.
i. By entering into this contract, the contractor certifies that neither it nor any person or firm who
has an interest in the contractor's firm is a person or firm ineligible to be awarded Government
contracts by virtue of 40 U.S.C. 3144(b) or 29 CFR 5.12(a).
ii. No part of this contract shall be subcontracted to any person or firm ineligible for award of a
Government contract by virtue of 40 U.S.C. 3144(b) or 29 CFR 5.12(a).
iii. The penalty for making false statements is prescribed in the U.S. Code, Title 18 Crimes and
Criminal Procedure, 18 U.S.C. 1001.
11 Anti -retaliation It is unlawful for any person to discharge, demote, intimidate, threaten, restrain,
coerce, blacklist, harass, or in any other manner discriminate against, or to cause any person to
discharge, demote, intimidate, threaten, restrain, coerce, blacklist, harass, or in any other manner
discriminate against, any worker or job applicant for:
i. Notifying any contractor of any conduct which the worker reasonably believes constitutes a
violation of the DBA, Related Acts, or 29 CFR parts 1, 3, or 5;
ii. Filing any complaint, initiating or causing to be initiated any proceeding, or otherwise asserting or
seeking to assert on behalf of themselves or others any right or protection under the DBA,
Related Acts, or 29 CFR parts 1, 3, or 5;
iii. Cooperating in any investigation or other compliance action, or testifying in any proceeding under
the DBA, Related Acts, or 29 CFR parts 1, 3, or 5; or
iv. Informing any other person about their rights under the DBA, Related Acts, or 29 CFR parts 1, 3,
or 5.
B. Contract Work Hours and Safety Standards Act (CWHSSA)
The Agency Head must cause or require the contracting officer to insert the following clauses set
forth in 29 CFR 5.5(b)(1), (2), (3), (4), and (5) in full, or (for contracts covered by the Federal
Acquisition Regulation) by reference, in any contract in an amount in excess of $100,000 and subject
to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses must
Previous editions obsolete 7 Form HUD-4010, (10/2023)
ref. Handbook 1344.1
be inserted in addition to the clauses required by 29 CFR 5.5(a) or 4.6. As used in this paragraph, the
terms "laborers and mechanics" include watchpersons and guards.
1. Overtime requirements. No contractor or subcontractor contracting for any part of the contract
work which may require or involve the employment of laborers or mechanics shall require or
permit any such laborer or mechanic in any workweek in which he or she is employed on such
work to work in excess of forty hours in such workweek unless such laborer or mechanic receives
compensation at a rate not less than one and one-half times the basic rate of pay for all hours
worked in excess of forty hours in such workweek.
2. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the
clause set forth in 29 CFR 5.5(b)(1) the contractor and any subcontractor responsible therefor
shall be liable for the unpaid wages and interest from the date of the underpayment. In addition,
such contractor and subcontractor shall be liable to the United States (in the case of work done
under contract for the District of Columbia or a territory, to such District or to such territory), for
liquidated damages. Such liquidated damages shall be computed with respect to each individual
laborer or mechanic, including watchpersons and guards, employed in violation of the clause set
forth in 29 CFR 5.5(b)(1), in the sum of $31 for each calendar day on which such individual was
required or permitted to work in excess of the standard workweek of forty hours without
payment of the overtime wages required by the clause set forth in 29 CFR 5.5(b)(1).
3. Withholding for unpaid wages and liquidated damages
i. Withholding process The U.S Department of Housing and Urban Development or the recipient of
Federal assistance may, upon its own action, or must, upon written request of an authorized
representative of the Department of Labor, withhold or cause to be withheld from the contractor
so much of the accrued payments or advances as may be considered necessary to satisfy the
liabilities of the prime contractor or any subcontractor for any unpaid wages; monetary relief,
including interest; and liquidated damages required by the clauses set forth in 29 CFR 5.5(b) on
this contract, any other Federal contract with the same prime contractor, or any other federally
assisted contract subject to the Contract Work Hours and Safety Standards Act that is held by the
same prime contractor (as defined in 29 CFR 5.2). The necessary funds may be withheld from the
contractor under this contract, any other Federal contract with the same prime contractor, or any
other federally assisted contract that is subject to the Contract Work Hours and Safety Standards
Act and is held by the same prime contractor, regardless of whether the other contract was
awarded or assisted by the same agency, and such funds may be used to satisfy the contractor
liability for which the funds were withheld.
Priority to withheld funds The Department has priority to funds withheld or to be withheld in
accordance with 29 CFR 5.5(a)(2)(i) or (b)(3)(i), or both, over claims to those funds by:
A. A contractor's surety(ies), including without limitation performance bond sureties and
payment bond sureties;
B. A contracting agency for its reprocurement costs;
C. A trustee(s) (either a court -appointed trustee or a U.S. trustee, or both) in bankruptcy of a
contractor, or a contractor's bankruptcy estate;
D. A contractor's assignee(s);
E. A contractor's successor(s); or
F. A claim asserted under the Prompt Payment Act, 31 U.S.C. 3901-3907.
4. Subcontracts. The contractor or subcontractor must insert in any subcontracts the clauses set forth in
29 CFR 5.5(b)(1) through (5) and a clause requiring the subcontractors to include these clauses in any
lower tier subcontracts. The prime contractor is responsible for compliance by any subcontractor or
lower tier subcontractor with the clauses set forth in 29 CFR 5.5(b)(1) through (5). In the event of any
violations of these clauses, the prime contractor and any subcontractor(s) responsible will be liable for
any unpaid wages and monetary relief, including interest from the date of the underpayment or loss,
Previous editions obsolete 8 Form HUD-4010, (10/2023)
ref. Handbook 1344.1
due to any workers of lower -tier subcontractors, and associated liquidated damages and may be subject
to debarment, as appropriate.
Anti -retaliation It is unlawful for any person to discharge, demote, intimidate, threaten, restrain,
coerce, blacklist, harass, or in any other manner discriminate against, or to cause any person to
discharge, demote, intimidate, threaten, restrain, coerce, blacklist, harass, or in any other manner
discriminate against, any worker or job applicant for:
i. Notifying any contractor of any conduct which the worker reasonably believes constitutes a
violation of the Contract Work Hours and Safety Standards Act (CWHSSA) or its implementing
regulations in 29 CFR part 5;
ii. Filing any complaint, initiating or causing to be initiated any proceeding, or otherwise asserting
or seeking to assert on behalf of themselves or others any right or protection under CWHSSA or
29 CFR part 5;
iii. Cooperating in any investigation or other compliance action, or testifying in any proceeding
under CWHSSA or 29 CFR part 5; or
iv. Informing any other person about their rights under CWHSSA or 29 CFR part 5.
C. CWHSSA required records clause In addition to the clauses contained in 29 CFR 5.5(b), in any contract
subject only to the Contract Work Hours and Safety Standards Act and not to any of the other laws
referenced by 29 CFR 5.1, the Agency Head must cause or require the contracting officer to insert a
clause requiring that the contractor or subcontractor must maintain regular payrolls and other basic
records during the course of the work and must preserve them for a period of 3 years after all the work
on the prime contract is completed for all laborers and mechanics, including guards and watchpersons,
working on the contract. Such records must contain the name; last known address, telephone number,
and email address; and social security number of each such worker; each worker's correct
classification(s) of work actually performed; hourly rates of wages paid; daily and weekly number of
hours actually worked; deductions made and actual wages paid. Further, the Agency Head must cause
or require the contracting officer to insert in any such contract a clause providing that the records to be
maintained under this paragraph must be made available by the contractor or subcontractor for
inspection, copying, or transcription by authorized representatives of the (write the name of agency)
and the Department of Labor, and the contractor or subcontractor will permit such representatives to
interview workers during working hours on the job.
D. Incorporation of contract clauses and wage determinations by reference Although agencies are
required to insert the contract clauses set forth in this section, along with appropriate wage
determinations, in full into covered contracts, and contractors and subcontractors are required to insert
them in any lower -tier subcontracts, the incorporation by reference of the required contract clauses
and appropriate wage determinations will be given the same force and effect as if they were inserted in
full text.
E. Incorporation by operation of law The contract clauses set forth in this section (or their equivalent
under the Federal Acquisition Regulation), along with the correct wage determinations, will be
considered to be a part of every prime contract required by the applicable statutes referenced by 29
CFR 5.1 to include such clauses, and will be effective by operation of law, whether or not they are
included or incorporated by reference into such contract, unless the Administrator grants a variance,
tolerance, or exemption from the application of this paragraph. Where the clauses and applicable wage
determinations are effective by operation of law under this paragraph, the prime contractor must be
compensated for any resulting increase in wages in accordance with applicable law.
Previous editions obsolete 9 Form HUD-4010, (10/2023)
ref. Handbook 1344.1
F. HEALTH AND SAFETY
The provisions of this paragraph (F) are applicable where the amount of the prime contract exceeds
$100,000.
1. No laborer or mechanic shall be required to work in surroundings or under working conditions which are
unsanitary, hazardous, or dangerous to his or her health and safety, as determined under construction
safety and health standards promulgated by the Secretary of Labor by regulation.
2. The contractor shall comply with all regulations issued by the Secretary of Labor pursuant to 29 CFR Part
1926 and failure to comply may result in imposition of sanctions pursuant to the Contract Work Hours and
Safety Standards Act, (Public Law 91-54, 83 Stat 96), 40 U.S.C. § 3701 et seq.
3. The contractor shall include the provisions of this paragraph in every subcontract, so that such provisions
will be binding on each subcontractor. The contractor shall take such action with respect to any
subcontractor as the Secretary of Housing and Urban Development or the Secretary of Labor shall direct as
a means of enforcing such provisions.
Previous editions obsolete 10 Form HUD-4010, (10/2023)
ref. Handbook 1344.1
EXHIBIT "I-1"
ARPA SUBRECIPIENT CONTRACT
Tesas Wesleyan University Public Utilities Relocation Page 41 of 41
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KFM
ENGINEERING B DESIGN
3501 OLYMPUS BLVD STE 100
DALLAS, TX 75019
469.899.0536
WWW.KFM-LLC.COM
TITLE
VICINITY MAP
MAPSCO NO. 078K
CITY PROJECT NO. 104158
PROJECT
CLIENT
0 205 410
ft
N 1 in = 400 ft
TBPE: F-20821
TWU ATHLETIC COMPLEX
FORT WORTH, TEXAS
TEXAS WESLEYAN
PROJECT NUMBER: SHEET:
010031001
JULY 08, 2022 1 OF X
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 09/27/22 M&C FILE NUMBER: M&C 22-0791
LOG NAME: 17TEXAS WESLEYAN UNIVERSITY
SUBJECT
(CD 8) Authorize the Execution of a Contract with Texas Wesleyan University in an Amount up to $200,000.00 to Relocate Public Utilities in Order
to Start Construction on a New Athletic Stadium
RECOMMENDATION:
It is recommended that the City Council authorize the Execution of a Contract with Texas Wesleyan University in an Amount up to $200,000.00 to
relocate public utilities under the streets in the 2900 block of both Avenue D and Avenue E on their campus in order to begin construction on a new
$16.375 million athletic stadium.
11 &10111*4103 kqF
Texas Wesleyan University has begun planning for the construction of a new $16,375,000.00 athletic stadium on their campus. In order to proceed,
they will need to move public utilities under the streets in the 2900 block of both Avenue D and Avenue E. The athletic stadium will be a 3,000-seat
facility for football, soccer, and track and field to be used by Texas Wesleyan University, FWISD, and various community soccer leagues. This high
level of community -wide use will drive crowds to the Poly Heights neighborhood and support continued economic revitalization for the area.
Phase 1 of the stadium construction will include public utility relocation under the city streets in the 2900 block of Avenue D and Avenue E, so that
roadway removal and earthwork can be completed before installing the artificial turf field. The estimated cost of public utility relocation is
$200,000.00 and the entire cost of the phase one of construction is in excess of $2,000,000.00.
During the past 10 years, Texas Wesleyan University has invested more than $50,000,000.00 in campus and neighborhood enhancements,
including the acquisition and renovation of properties along two city blocks on E. Rosedale directly adjacent to the campus as well as construction
of the United Methodist Church Central Texas Conference office building. The University is currently in partnership with a private developer to build
a new 100 bed $10.0 million student apartment complex on E. Rosedale with a target completion date of summer 2022.
The new athletic stadium will be the next step in the continued economic revitalization of the Poly Heights urban village. The estimated start of
construction for Phase I of the stadium project is September 2022 with an estimated completion date of September 2023.
American Rescue Plan Act Funding for this project is being authorized by City Council through Mayor and Council Communication 13ARPA
AMERICAN RESCUE PLAN ACT PROJECT ALLOCATIONS on the September 27, 2022 agenda.
A Form 1295 is not required because: This contract will be with a governmental entity, state agency or public institution of higher education: Texas
Wesleyan University
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations, funds are available in the current operating budget, as
appropriated, of the Grants Operating Federal Fund. The Economic Development Department shall be responsible for ensuring that only
expenditures allowable under the American Recovery Plan Act are charged to this funding source.
Submitted for Citv Manaaer's Office by
Oriainatina Business Unit Head
Additional Information Contact:
Expedited
William Johnson 5806
Robert Sturns 2663
Robert Sturns 2663