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Cnntract No
SUPPORT AGREEMENT
BETWEEN THE CITY OF FORT WORTH AND
YMCA OF METROPOLITAN FORT WORTH
This SUPPORT AGREEMENT ("Agreement") is made and entered into by and between
the CITY OF FORT WORTH, a Texas home rule municipal corporation, acting by and through
its duly authorized Assistant City Manager ("City"), and the Young Men's Christian Associallon
of Metropolitan Fort Worth, a Texas non-profit corporation, acting by and through its duly
authorized representative ("YMCA"). City and YMCA are herein refei7-ed to individually as a
"Party" and collectively as the "Parties".
WHER�AS, on January 15, 2008, the City Council adopted a City-Wide Aquatics Master
Plan (M&C G-16003), the full implementation cost of which totaled about $66.3 million dollars;
WHEREAS, on March 20, 2012, the City Council evaluated and adopted measures to
malce the Aquatics Master Plan more feasible for aquatics to be reintroduced to the City (M&C G-
17554);
WHEREAS, such measures included the fund'uig and development of aquatics facilities
in each sector of Fort Worth; cooperation with other entities, such as non-profit agencies; and
sustainability of aquatics facilities through proper resource allocation, including subsidies, to aid
in the effective operation and maintenance of such facilities and programs;
WHEREAS, YMCA is a non-profit organization that strengthens the community by
working side-by-side with its neighbors to ensure that everyone regardless of age, income, or
background, has the opportunity to learn, grow, and thr-ive;
WHEREAS, YMCA is in the process of renovating the Eastside YMCA outdoor pool
located at 1500 Sandy Lane, Fort Worth, Texas 76112 (the "Aquatics Facility"), allowing for a
cooperative opportunity for the City to invest in an existing aquatic facility in the eastside of Fort
Worth (City Project No. "CPN" 105287);
WHEREAS, YMCA has approached City for the use of Two Hundred and Fifty Thousand
Dollars and 00/100 ($250,000.00) of City capital Partnership Funds, as a forgivable loan, to
complete the final match of funding for the renovation;
WHEREAS, this cooperative opportunity enables the leveraging of private and pttblic
funds for YMCA to operate the Aquatics Facility forthe general public and to charge fees identical
to or less than those for the City of Fort Worth pools, without requiring City residents to have a
YMCA membership to access the Aquatics Facility;
WHEREAS, YMCA anticipates reopening the Aquatics Facility in September of 2024 and
completing it October 23 of 2024 with a grand opening scheduled for November 5, 2024;
WHEREAS, on January 23, 2024, the City Council approved Mayor & Council
Communication No. 24-0078, authorizuig a forgivable loan to the YMCA in the amount of
$250,000.00 for the renovation of the Aquatics Facility; and
WHEREAS, the forgivable loan and this Agreement will achieve the public purpose of
providing quality, accessible, and cost-effective aquatics opportunities to the residents of Fort
YMCA of Metropolitan Fort Worth �
Support Agreement ' ���' � �; ' � ��'��� � ,, , �� Page 1 of 12
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Worth and this Agreement will provide the necessary controls to ensure that the public purpose is
accomplished.
NOW, THEREFORE, for and in consideration of the covenants and agreements
contained herein the Parties hereby agree as follows:
S�CTION 1
AQUATICS FACILITY
1.1 For the Term specified in Section 2 below, and any extensions thereof, the City and
YMCA hereby agree to the appropriation of City of Fort Worth capital Partnership Funds in the
amount of TwoHundred and Fifty Thousand Dollars and 00/100 ($250,000.00), as a forgivable
loan, for the renovation of the Eastside YMCA outdoor pool located at 1500 Sandy Lane, Fort
Worth, Texas 76112, as set forth in Exhibit "A," attached hereto and incorporated herein by
reference.
SECTION 2
TERM
2.1 Unless terminated earlier pursuant to the terms herein, this Agreement shall be
effective on the date that the Agreement is executed by the City's Assistant City Manager
("Effective Date") and continue for the useful life of the Aquatics Facility.
SECTION 3
CONSIDERATION
3.1 It is understood between the Parties that the forgivable loan of Two Hundred and
Fifty Thousand Dollars and 00/100 ($250,000.00) ("Partnership Funds") from the City to YMCA
for the renovation of the Aquatics Facility shall only be used for the capital project. Tl�e forgivable
loan of Partnership Funds will be evidenced by a Promissory Note and Deed of Trust of even date
herewith. Partnership Funds must be matched on a 1:1 ratio and must be the last dollars to complete
the Aquatics Facility. Upon renovation of the Aquatics Facility, any remaining balance of unspent
funds will be refunded to City. The Parties further agree that ongoing operations and maintenance
of the Aquatics Facility must be funded by YMCA at no cost to the City.
3.2 The Aquatics Facility must be available to the general public at a fee identical to or
less than the City of Fort Worth pools for the useful life of the Aquatic Facility, or unless otherwise
authorized in writing by the City Manager or designee, and the Aquatics Facility must be available
to the public without requiring a YMCA membership,
3.3 Upon execution of this Agreement, the YMCA must submit a five-year pro forma
to the City.
SECTION 4
TERMINATION
YMCA of Metropolitan Fort Worth
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4.1 Upon an event of default that YMCA fails to cure, this Agreement may be
terminated by the City unmediately upon written notice to YMCA. Further, this Agreement may
be terminated by the City immediately upon written notice to YMCA, provided that the forgivable
loan, and the remaining portion of the unforgiven Partnership Funds, shall be fully forgiven.
4.2 Gratuities. The City may terminate this Agreement if it is found that gratuities in
the form of entertainment, gifts, or otherwise ("Gratuities") were offered or given by YMCA or
any agent or representative to any City official or employee with a view toward securing favorable
treatment with respect to the awarding, amending, or malcing of any determinations with respect
to the perfoimance of this Agreement. In the event this Agreement is canceled by the City puisuant
to this section, the City shall be entitled, in addition to any other rights and remedies, to recover
from YMCA a sum equal to the Gratuities.
4.3 Fiscal Funding Out. Notwithstanding anything to the conh•ary, if, for any reason,
at any time during the term of the Agreement, the Fort Worth City Council fails to appropriate
funds sufficient for the City to fulfill its obligations under this Agreement, the City may terminate
the portion of the Agreement regarding such obligations to be effective on the last of (i) ninety
(90) calendar days following deliveiy by the City to YMCA of written notice of the City's intention
to teiminate; or (ii) the last date for which funding has been appropriated by the Fort Worth City
Council for the puiposes set forth in this Agreement.
4.4 Default. YMCA will be in default of this Agreement if YMCA fails to observe or
perform any covenant or agreement made by YMCA hereunder or under any other agreement
between YMCA and City related to the Aquatics Facility. If an event of default occurs under this
Agreement, prior to exercising any remedies, City shall give YMCA writtennotice of such default.
YMCA shall have a pei7od of thirty (30) days after such notice is given within which to cure the
default prior to exercise of remedies by the City under this Agreement.
4.5 Remedies. If an event of default occurs, City may, at its option: (i) suspend any
obligation to pay any City capital partnership funds to YMCA; or (ii) terminate this Agreement
and cumulatively pursue any and all remedies available to it in law or in equity.
SECTION 5
FORCE MAJEURE
5.1 If either Party is unable, either in whole or part, to fitlfill its obligations linder this
Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public
enemies; wars; blocicades; insunections; riots; pandemics and epidemics; public health crises;
earthqualces; fu•es; floods; restraints or prohibitions by any court, board, department, commission,
or agency of the United States or of any state; declaration of a state of disaster or emergency by
the federal, state, county, or City government in accordance with applicable law; issuance of an
Imminent Threat Alert or Elevated Threat Aleit by the United States Department of Homeland
Security or any equivalent alert system that may be instituted by any agency of the United States;
any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the
Party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by
such Force Majeure Event will be suspended only during the continuance of such Force Majeure
Event. The YMCA hereby waives any claims it may have against the City for damages
resulting from any such Force Majeure Event.
YMCA of Metropolitan Fort Worth
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SECTION 6
AUDIT
6.1 YMCA agrees that City will, until the expiration of three (3) yeais after the
expiration or tertnination of this Agreement, or the final conclusion of any audit commenced
during the said three years, have access to and the right to examine at reasonable times any directly
pertinent boolcs, documents, papers and records, including, but not limited to, all electronic
records, of YMCA invoiving transactions relating to this Agreement at no additional cost to City.
YMCA agrees that City will have reasonable access during noimal working hours to all necessaiy
YMCA facilities and will be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. City will give YMCA reasonable advance
notice of intended audits. �
SECTION 7
INDEPENDENT CONTRACTOR
7.1 It is expressly understood and agreed that YMCA will operate as an independent
contractor as to all rights and privileges and work performed under this Agreement, and not as
agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, YMCA will have the exclusive right to control the details of its
operations and activities and be solely responsible for the acts and omissions of its officers, agents,
servants, employees, contractors, and subcontractors. YMCA acknowledges that the doctrine of
respof�deat superiof� will not apply as between City, its officers, agents, servants and employees,
and YMCA, its officers, agents, employees, seivants, contractors, and subcontractors. YMCA
further agrees that nothing herein will be constiued as the creation of a partnership or joint
enterprise between City and YMCA. It is further understood that City will in no way be considered
a Co-employer or a Joint employer of YMCA or any officers, agents, servants, employees,
contractors, or subcontractors. Neither YMCA, nor any officers, agents, servants, employees,
contractors, or subcontractors of YMCA will be entitled to any employment benefits from City.
YMCA will 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, or contractors.
SECTION 8
INDEMINICATION
8.1 The Parties acknowledge that this Agreement is strictly intended to help fund the
renovation of the Aquatics Facility and that nothing herein shall be construed as creating a
partnership, agency relationship, or joint venture between the City and YMCA. YMCA shall be
liable and responsible for any and all property loss, property damage, and personal injury related
to the Aquatics Facility and this Agreement. In no event shall the City be liable in any manner to
YMCA or any other Party as a result of the acts or omissions of YMCA, its agents, employees,
representatives, d'u•ectors, contractors, invitees, or licensees.
8.2 YMCA COVENANTS AND AGREES TO AND DOES HEREBY
INDEMNIFY, HOLD HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, CITY, ITS
OFFICERS, REPRESENTATIVES, SERVANTS, AGENTS, AND EMPLOYEES FROM
YMCA of Metropolitan Fort Worth
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AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND
EXPENSES OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO,
THOSE FOR PROPERTY LOSS OR DAMAGE AND PERSONAL INJURY,
INCLUDING, BUT NOT LIMITED TO, DEATH, ("CLAIMS") THAT MAY RELATE TO,
ARISE OUT OF, OR BE OCCASIONED BY ANY ACTS OR OMISSIONS OF YMCA, OR
ITS OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, CONTRACTORS,
INVITEES, VOLUNT�ERS, OR LICENSEES RELATED TO THIS AGREEMENT AND
THE AQUATICS FACILITY, EXCLUDING ANY ALLEGED GROSS NEGLIGENCE OF
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, REPRESENTATIVES,
CONTRACTORS OR SUBCONTRACTORS OT CITY.
8.3 YMCA HER�BY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF
CITY AND ITS OFFICERS, REPRESENTATTVES, AGENTS, SERVANTS, AND
EMPLOYEES FOR ANY AND ALL CLAIMS OF WHATSOEVER KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED
PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT AND THE
OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN AT THE
AQUATICS FACILITY, EXCLUDING ANY ALLEGED GROSS NEGLIGENCE OF
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, REPRESENTATIVES,
CONTRACTORS OR SUBCONTRACTORS OF CITY.
8.4 YMCA AGREES TO AND SHALL RELEASE CITY, ITS AGENTS,
EMPLOYEES, OFFICERS, REPRESENTATIVES, 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 AGREEMENT AND THE AQUATICS FACILITY.
8.5 This section shall survive the expiration or termination of this Agreement.
SECTION 9
CHARITABLE IMMUNITY
9.1 If YMCA, as a charitable or non-profit organization, has or claims an immunity or
exemption (statutoiy or otherwise) fi•om and against liability for damages or injury, including bLrt
not limited to, death, to persons or propei�ty, YMCA hereby expressly waives its right to plead
defensively such immunity or exemption against City related to the Aquatics Facility. This waiver
is (i) only as to claims by the City and will not apply to claims by third parties against the YMCA;
and (ii) does not apply to immunity from liability for volunteers granted under Section 84.004 of
the Texas Civil Practices and Remedies Code.
SECTION 10
NOTICES
10.1 Notices requu•ed pursuant to the provisions of this Agreement will be conclusively
determined to have been delivered when (1) hand-delivered to the other Party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confumation of
YMCA of Metropolitan Fort Worth
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the transmission, or (3) received by the other Party by United States Mail, registered, return receipt
requested, addressed as follows:
CITY:
YMCA:
City of Fort Worth YMCA of Metropolitan Fort Worth
Parlc & Recreation Department Milce E. Brown Jr.,
4200 South Freeway, Suite 2200 President & CEO
Fort Worth, TX 76115 512 Lamar St., Suite 400
Fort Worth, TX 76102
and
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's
Office at same address.
SECTION 11
GOVERNMENTAL POWERS
11.1 It is understood and agreed that by execution of this Agreement, City does not
waive or surrender any of its governmental powers or immunities.
SECTION 12
NO WAIVER
12.1 The faihire of City or YMCA to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of
City's or YMCA's respective right to insist upon appropriate performance or to assert any such
right on any future occasion.
SECTION 13
GOVERNING LAW / VENUE
13.1 This Agreement will be constiued in accordance with the laws of the State of Texas.
If any action, whetherreal or asserted, at law or in equity, is brought pursuant to this Agreement,
venue for such action will lie in state courts located in Tarrant County, Texas or the United States
District Court for the Northern District of Texas, Foi�t Worth Division.
YMCA of Metropolitan Fort Worth
Support Agreement Page 6 of 12
SECTION 14
SEVERABILITY
14.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions will not in any way be affected
or impaired.
SECTION 15
HEADINGS NOT CONTROLLING
15.1 Headings and titles used in this Agreement are for reference purposes only, will not
be deemed a part of this Agreement, and are not intended to define or limit the scope of any
provision of this Agreement.
SECTION 16
REVIEW OF COUNSEL
16.1 The Parties acicnowledge that each Party and its counsel have reviewed and revised
this Agreement and that the normal rules of constniction to the effect that any ambiguities are to
be resolved against the drafting Party will not be employed in the interpretation of this Agreement
or Exhibits contained herein.
SECTION 17
AMENDMENTS / MODIFICATIONS / EXTENSIONS
17,1 No amendment, modification, or extension of this Agreement will be binding upon
a Party hereto unless set forth in a written instrument, which is executed by an authorized
representative of each Party.
SECTION 18
COUNTERPARTS
18.1 This Agreement may be executed in one or more counterparts and each counterpart
will, for all purposes, be deemed an original, but all such counterparts will together constitute one
and the same instiument.
SECTION 19
IMMIGRATION NATIONALITY ACT
19.1 YMCA must verify the identity and employment eligibility of its employees who
perform worlc under this Agreement, including completing the Employment Eligibility
Verification Form (I-9). Upon request by City, YMCA will provide City with copies of all I-9
foi�rns and supporting eligibility documentation for each employee who performs worlc under this
Agreement and the Aquatics Facility. YMCA must adhere to all Federal and State laws as well as
establish appropriate procedures and controls so that no services will be performed by any YMCA
YMCA of Metropolitan Fort Worth
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employee who is not legally eligible to perform such services. YMCA WILL INDEMNIFY
CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY YMCA, YMCA'S
EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written
notice to YMCA, will have the right to immediately terminate this Agreement for violations of
this provision by YMCA, subject to YMCA's opportunity to cure.
SECTION 20
SIGNATURE AUTHORITY
20.1 The person signing this Agreement hereby warrants that they have the legal
authority to execute this Agreement on behalf of the respective Party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the
entity. This Agreement and any amendment hereto, may be executed by any authorized
representative of YMCA. Each Party is fiilly entitled to rely on these wai7•anties and
representations in entering into this Agreement or any amendment hereto.
SECTION 21
CHANGE IN COMPANY NAME OR OWNERSHIP
21.1 YMCA must notify City's Purchasing Manager, in writing, of a company name,
ownership, or address change for the purpose of maintaining updated City records. The president
of YMCA or authorized official must sign the letter. A letter indicating changes in a company
name or ownership must be accompanied with supportuig legal documentation such as an updated
W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure toprovide
the specified documentation so may adversely impact future invoice payments.
SECTION 22
NO BOYCOTT OF ISRAEL
22.1 If YMCA has fewer than 10 employees or this Agreement is for less than
$100,000, this section does not apply. YMCA acicnowledges that in accordance with Chapter
2271 of the Texas Goveinment Code, the City is prohibited from entering into a contract with a
company for goods or seivices 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 tei�rn of the contract.
The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section
2271 of the Texas Government Code. By signing this Agreement, YMCA certifies that
YMCA's signature provides written verification to the City that YMCA: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the Agreement.
SECTION 23
PROHIBITION ON BOYCOTTING ENERGY COMPANIES.
23.1 YMCA acicnowledges 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
YMCA of Metropolitan Fort Worth
Suppoit Agreement Page 8 of 12
verification from the YMCA that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of this Agreement. To the extent that Chapter 22'76 of
the Goveinment Code is applicable to this Agreement, by signing this Agreement, YMCA certifies
that YMCA's signature provides written verification to the City that YMCA: (1) does not boycott
energy companies; and (2) will not boycott energy companies during the term of this Agreement.
SECTION 24
PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES.
24.1 YMCA acicnowledges that except as othervvise 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 vahie of $100,000 or more that is to be paid wholly or partly from public fiinds of the
City with a company with 10 or more fu11-time employees unless the contract contains a written
verification from the YMCAthat it: (1) doesnot have apractice, 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 fu�earm entity or firearm trade association. To the extent
that Chapter 2274 of the Govenzment Code is applicable to this Agreement, by si�ning this
Agreement, YMCA certifies that YMCA's signature provides written verification to the City that
YMCA: (1) does not have a practice, policy, guidance, or duective that discriminates against a
fireaim entity or firea�7n trade association; and (2) will not discriminate against a fuea�m entity or
firearm trade association during the term of this Agreement.
SECTION 25
ELECTRONIC SIGNATURES
25.1 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.
SECTION 26
ENTIRETY OF AGREEMENT
26.1 This Agreement contains the entire understanding and agreement between City and
YMCA, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provision of this Agreement.
(Signatures orr following page)
YMCA of Metropolitan Fort Worth
Support Agreement Page 9 of 12
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in multiples.
City:
By:
Name:.3� QVt0. jjur9
Title: Assistant City Manager
Date: ��jl� �
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
YMCA of Metropolitan Fort Worth '�i
Support Agreement �
.,�,.;; ,;�;'��4�. i�EC������
i c�,�i� SE��ETAR�" ��
��'� V!lORY�l� Y�
YMCA:
By: " �� �.��l�it- • � � �1.�2.�
Name: Kristen J. Lee
Title: Chief Finance & Administration
Officer
Date: C) l ( 'L�- 'l-��? '�
Page 10 of 12
Approval Recommended:
Dave Lewis
Deputy Director
Park & Recreation Department _
By:
Name:
Title:
Contract Compliance Manager:
By signing I acicnowledge that I am the
person responsible for the monitoring and
administration of this contract, inchtding
ensuring all performance and reporting
requirements.
%1 ��X�, `l��
. /
,
BY� -�-- �i - ------�-==----
Name: Monique i�
Title: Assistant Director
Park & Recreation Department
BY' — -- v---� / C/
Name: oel cKnight
Title: Assistant D'u�ector
Park & Recreation Department
Approved as to Form and Legality
By; --.,�''�- /l.2-��"�------ --------
Name: Matthew A. M rrafi y
Title: Assistant City Attorney
City Secretary:
By:
Nam : Jannette S. Goodall
Title: City Secretary ,o.�0'�4��n�t
.h,q'�OR'�h
�
Contract Authorization:
M&C: M&C 24-0078 / January 23, 2024
Form 1295: 2023-1101886
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EXHIBIT A
AQUATICS FACILITY
YMCA of Metropolitan Fort Worth
Support Agreement Page 12 of 12
Lot l, Block 1, Hilltop Acres Addition and 0.129 acre out of William S. Sublett Survey, A-1443,
City of Fort Worth, Tai�rant County, Texas
PROMISSORY NOTE
Effective Date: December 23, 2024
Borrower: Young Men's Christian Association of Metropolitan Fort Worth, a Texas non-profit
corporation
Borrower's Mailing Address:
Young Men's Christian Association of Metropolitan Fort Worth
Attn: Mike E. Brown Ji•., President & CEO
512 Lamar Street, Suite 400
Fort Worth, Texas 76102
Lender: City of Fort Worth, Texas, a Texas municipal corporation
Place for Payment:
City of Fort Worth
Park & Recreation Department
4200 South Freeway, Suite 2200
Fort Worth, Texas 76115
or at any other place that Lender may designate in writing
Principal Amount: $250,000.00
Loan Authority:
The loan evidenced by this Note (the "Loan") is being made pursuant to the Support
Agreement entered into on even date between Lender and Borrower (City Secretary
Contract Number )(the "Contract"), as approved by the Fort Worth City
Council on Jamiary 23, 2024 through Mayor and Council Communication 24-0078.
Annual Interest Rate: 0%
Maturity Date: December 22, 2029.
Annual Interest Rate on Matured, Unpaid Amounts: 0%
Terms of Payment (principal and interest):
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
The Pi�incipai Amount is a forgivable deferred payment amortized loan, automatically
forgivable, without any further action by Borrower or Lender, annually in accordance with
the debt forgiveness schedule attached hereto as Exhibit "A." Payment of the unforgiven
PROMISSORY NOTE . Page 1
YNICA of Metropolitan Fort Worth
Southeast Aquatics Center
portion of the Principal Amount will only be required if Borrower does not comply with
the terms of the Contract, or the terms of this Note and any instniment evidencing or
securing the Loan (collectively, the "Loan Documents"), subject to any applicable cure
period set forth in the foregoing documents.
This Note is the Note required in the Contract and has been executed and delivered in
accordance with its terms. The Contract requires that Bonower to fulfill certain
requuements as more particularly defined in the Contract ("City Requirements"),
including but not limited to:
1. Construction of the Improvements, as defined in the Contract, must be complete
and the Improvements opened for use by December 31, 2024; and
2. Measurables must be met to ensure the public purpose is fulfilled,
including:
a. The Improvements must be available to the general public at a fee identical
to or less than those charged for the City of Fort Worth pools.
The Loan evidenced by this Note and the obligations described in the Contract pertaining
to the City Requirements will be in default and the that unforgiven portion of the Principal
Amount, and any other sums due hereunder may be declared immediately payable if the
City Requirements are not met and remedied, all as more particularly defined in the
Contract. In the event of such default, Lender may invoke any remedies provided in the
Contract or the Deed of Trust for default,
On performance of the obligations described in the Contract and the terms and conditions
of the Loan Documents, the Loan will be fully forgiven on the date that is the fifth
anniversary of the Effective Date of this Note.
Security for Payment:
This Note is secured by a Deed of Trust of even date from Borrower to Matthew A. Murray
or Leslie L. Hunt, Tiustee, which covers the real property as more particularly described
by metes and bounds on Exhibit "B", attached hereto for all purposes (the "Property").
Other Security for Payment: None
If the any of the Principal Amount is not forgiven, Bar-rower promises to pay to the order
of Lender that certain unforgiven portion of the Principal Amount. In that event, this Note is
payable at the Place for Payment and according to the Terms of Payment. All unpaid amounts are
due by the Maturity Date. After maturity, Boi7•ower promises to pay any unpaid principal balance
plus interest at the Annual Interest Rate on Matured, Unpaid Amounts.
If Bon•ower defaults in the payment of this Note or in the performance of its obligations
under the Contract or any other obligation in any instniment securing or collateral to this Note,
PROMISSORY NOTE . Page 2
YMCA of Metropolitan Fort Worth
Southeast Aquatics Center
Lender may declare the unforgiven unpaid pruicipal balance, earned interest, and any other
amounts owed on the Note immediately due and payable. Borrower and each surety, endorser,
and guarantor waive all demand for payment, presentation for payment, notice of intention to
accelerate matltrity, notice of acceleration of matm•ity, protest, and notice of protest, to the extent
permitted by law.
Notwithstanding anything to the contrary, if an event of default occurs under the terms of any
of the Loan Documents, prior to exercising any remedies, Lender shall give Bonower written notice
of such default. Borrower shall have a period of thirty (30) days after such notice is given within
which to cure the default pi�ior to exercise of remedies by Lender under the Loan Documents,
provided, however, that (i) if Borrower reasonably cannot perform or comply with any such
obligation within such thirty (30) day period and if, in Lender's reasonable judgment, Lender's
security will not be impaired, then Borrower may have such additional time to rectify such failure
as Boi7•ower reasonably may requu-e, provided and for so long as Borrower proceeds with due
diligence, and (ii) if, in Lender's reasonable judgment, Lender's security will be impaired if
Borrower does not perform or comply with any such obligation in a period of less than thirty (30)
days, Borrower will have only such period (if any) following demand in which to rectify such
faihire as Lender may reasonably specify.
Borrower also promises to pay reasonable attorney's fees and court and other costs if this
Note is placed in the hands of an attorney to collect or enforce the Note. These expenses will bear
interest from the date of advance at the Annual Interest Rate on Matured, Unpaid Amounts.
Borrower will pay Lender these expenses and interest on demand at the Place for Payment. These
expenses and interest will become part of the debt evidenced by the Note and will be secured by
any security for payment.
Interest on the debt evidenced by this Note will not exceed the maximum rate or amount
of non-usurious interest that may be contracted for, talcen, reserved, charged, or received under
law. Any interest in excess of that maximum amount will be credited on the Principal Amount ar,
if the Principal Amount has been paid, refunded. On any acceleration or requu•ed or permitted
prepayment, any excess interest will be canceled automatically as of the acceleration or
prepayment or, if the excess interest has already been paid, credited on the Principal Amount or,
if the Principal Amount has been paid, refunded. This provision overrides any conflicting
provisions in this Note and all other ulstruments concernuig the debt.
Each Borrower is responsible for all obligations represented by this Note.
When the context requires, singular nouns and pronouns include the plural.
The execution and delivery of this Note are required under the Contract.
I f any provision of this Note conflicts with any provision of the Contract, the Deed of Tiust,
or any other document evidencing the same transaction between Lender and Boi7•ower, the
provisions of the Contract will govern to the extent of the conflict. Capitalized terms not defined
herein shall have meanings assigned to them in the Contract.
PROMISSORY NOTE . Page 3
YMCA of Metropolitan Fort Worth
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This Note will be constnied under tlie laws of the state of Texas without regard to
choice-of-law iules of any jurisdiction.
This Note is a nonrecourse obligation of Boi7•ower. Neither Borrower nor any other party
shall have any personal liability for repayment of the Loan described in the Contract. The sole
recourse of Lender under the Loan Documents for repayment of the Loan shall be the exercise of
its rights against the Security for Payment.
THE CONTRACT, THE NOTE AND THE DEED OF TRUST CONSTITUTE TI�
I�'INAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
YOUNG MEN'S CHRISTIAN ASSOCIATION OF
METROPOLITAN FORT WORTH,
a Texas Non-Profit Corporation
By: 1 _ 0 �-�..m---
Name: �''1`5 �it , a {.c .
Title: ' e �` 't�t.��Wt, (it (�F`�`� � � �
PROMISSORY NOTE . Page 4
YMCA of Metropolitan Fort Worth
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EXHIBIT "A"
Debt Forgiveness Schedule
FORGIVENESS SCHEDULE
For�iven
Year 1 $50,000 forgiven on December 22, 2025
Yeai• 2 $50,000 forgiven on December 22, 2026
Year 3 $50,000 forgiven on December 22, 2027
Year 4 $50,000 forgiven on December 22, 2028
Year 5 $50,000 forgiven on December 22, 2029
B alance
$200,000.00
$150,000.00
$100,000.00
$50,000.00
$0.00
PROMISSORY NOTE . Page 5
YMCA of Meh•opolitan Fort Worth
Southeast Aquatics Center
EXHIBIT "B"
Legal Description
Lot 1, Blocic 1, Hilltop Acres Addition and 0.129 acre out of William S. Sublett
Survey, A-1443, City of Fort Worth, Tarrant County, Texas
PROMISSORY NOTE . Page 6
YMCA of Metropolitan Fort Worth
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NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS
AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN
THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR
DRIVER'S LICENSE NUMBER.
Deed of Trust
to Secure Payment and Performance
Security Agreement - Financing Statement
City Funds
Terms
Date: December 23, 2024
Grantor: Young Men's Christian Association of Metropolitan Fort Worth, a Texas
non-profit corporation
Grantor's Mailing Address:
Young Men's Christian Association of Metropolitan Fort Worth
Attn: Milce E. Brown Jr., President & CEO
512 Lamar Street, Suite 400
Fort Worth, Tarrant County, Texas 76102
Trustee: Matthew A. Mui�ay or Leslie L. Hunt
Trustee's Mailing Address:
City Attorney's Ofiice
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Tarrant County, Texas 76102
Tan•ant County
Lender: City of Fort Worth, a Texas municipal corporation
Lender's Mailing Address:
City of Fort Worth
Park & Recreation Department
4200 South Freeway, Suite 2200
Fort Worth, Tarrant County, Texas 76115
DEED OF TRUST — CITY FIJNDS Page 1
YMCA of Metropolitan Fort Worth
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Loan Authority:
The loan evidenced by the Note (the "Loan") and secured by this Deed of Tnxst
Security Agreement — Financing Statemeut ("Deed of Trust") is being made
pursuant to the Support Agreement entered into on even date between Lender and
Grantor (City Secretary Contract Number )(the "Contract"), as
approved by the Fort Worth City Council on Januaiy 23, 2024 through Mayor and
Council Communication 24-0078, and the Promissory Note of even date herewith.
The Loan, Deed of Tnist, and Conh•act are refei7ed to herein collectively as the
"Loan Documents".
Obligations:
Note
Date: December 23, 2024
Original Principal Amount;
Borrower:
Lender:
Terms of Payment:
Maturity Date:
$250,000.00
YMCA of Metropolitan Fort Worth
City of Fort Worth
As provided in the Note
As provided in the Note
Property (including any improvements):
As more particularly described in the attached Exhibit "A," incorporated herein for
all purposes.
Together with the following personal property:
All iixtures, supplies, building materials, and other goods of every
nature now or hereafter located, used, or intended to be located or used on
the Property;
All plans and specifications for development of or constniction of
improvements on the Property;
All contracts and subcontracts relating to the construction of
improvements on the Propei�ty;
All pei�rnits, licenses, franchises, certificates, and other rights and
privileges obtained in connection with the Property; and
All products and proceeds of the foregoing.
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Notwithstanding any other provision in this Deed of Trust, the term "Property" does
not include personal effects used primarily for personal, family, or household
purposes.
Prior Liens: None
Other Exceptions to Conveyance and Warranty:
Easements, licenses, rights-of-way, and prescriptive rights, whether of record or
not; all presently recorded and validly existing recorded instiuments other than
conveyances of the surface fee estate that affect the Property; liens described in this
Deed of Til.tst; and, taxes for the current year.
For value received and to secure performance of the Obligations, Grantor conveys
the Property to Trustee in trust. Grantor warrants and agrees to defend the title to the
Property, subject to the Other Exceptions to Conveyance and Wananty. On performance
of the Obligations including payment, or full forgiveness, of the Loan, if required by the
Note and Contract and all other amounts secured by this Deed of Trust, this Deed of Trust
will have no further effect, and Lender will release it at Grantor's expense.
Clauses and Covenants
A. Grantor's Obligations
Grantor agrees to-
lceep the Property in good condition and repair;
2. pay all taxes and assessments on the Property before delinquency, and not
authorize a taxing entity to transfer its tax lien on the Property to anyone other than Lender;
3. defend title to the Property subject to the Other Exceptions to Conveyance
and Warranty and preserve the lien's priority as it is established in this Deed of Trust;
4. obey all laws, ordinances, and restrictive covenants applicable to the
Property;
5, maintain all insurance coverages with respect to the Property, revenues
generated by the Property, and operations on the Property that Lender reasonably requires
("Required Insurance Coverages"), issued by insurers and written on policy forms
acceptable to Lender, and deliver evidence of the Required Insurance Coverages in a form
acceptable to Lender at least ten (10) days before the expiration of the Required Insurance
Coverages.
DEED OF TRUST — CITY FUNDS Page 3
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6. lceep any buildings occupied as required by the Required Insurance
Coverages;
7. obey all laws, ordinances, and restrictive covenants applicable to the
Property;
8. if the lien of this Deed of Trust is not a first lien, pay or cause to be paid all
prior lien notes put�suant to their respective terms and abide by or cal�se to be abided by all
prior lien instruments;
9. notify Lender in writing of any change of address; and
10. perform and fulfill certain requirements as more particularly defined in the
Contract, including but not limited to:
1. Construction of the Improvements, as deiined in the Contract, must be
complete and the Improvements opened for use by December 31, 2024;
and
2. Measurables must be met to ensure the public purpose is fulfilled,
including:
a, The Improvements must be available to the general public at a
fee identical to or less than those charged for the City of Fort Worth
pools.
Grantor agrees not to do or permit anything to be done that will impair the security
of this Deed of Trust.
B. Lender's Rights
1. Lender or Lender's mortgage seivicer may appoint in writing a substitute
trustee, succeeding to all rights and responsibilities of Trustee.
2. If the proceeds of the Loan are used to pay any debt secured by prior liens,
Lender is subrogated to all the rights and liens of the holders of any debt so paid.
3. Notwithstanding the terms of the Note to the contrary, and unless applicable
law prohibits, all payments received by Lender from Grantor with respect to the
Obligations or this Deed of Trust may, at Lender's discretion, be applied first to amounts
payable under this Deed of Trust and then to amounts due and payable to Lender with
respect to the Obligations, to be applied to late charges, principal, or interest in the order
Lender in its discretion determines.
DEED OF TRUST — CITY FiJNDS Page 4
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4. If Grantor fails to perform any of Grantor's Obligations under this Deed of
Tiust, subject to prior written notice and cure period, Lendei• may perform those obligations
and be reimbursed by Grantor on demand for any amounts so paid, including reasonable
attorney's fees, phis interest on those amounts fi�om the dates of payment at the rate stated
in the Note for matured, unpaid amounts. The amount to be reimbursed will be secured by
this Deed of Tilist.
5. If there is a default on the Obligations oi- if Grantor fails to perform any of
Grantor's Obligations under this Deed of Trust and the default continues after any required
notice of the default and the time allowed to cure, Lender may:
a. declare any unfoi•given principal balance and earned interest on the
Obligations immediately due;
b. direct Trustee to foreclose this lien, in which case Lender or Lender's agent
will cause notice of the foreclosure sale to be given as provided by the Texas
Property Code as then in effect; and
c. purchase the Property at any foreclosure sale by offering the highest bid and
then have the bid credited on the Obligations.
Notwithstanding anything to the contrary, if an event of default occurs under the terms
of any of the Loan Documents, prior to exercising any remedies Lender shall give Grantor
written notice of such default. Grantor shall have a period of thirty (30) days after such notice
is given within which to cure the default prior to exercise of remedies by Lender under the
Loan Documents, provided, however, that (i) if Grantor reasonably cannot perform or
comply with any such obligation within such thirty (30) day period and if, in Lender's
reasonable judgment, Lender's security will not be impaired, then Grantor may have such
additional time to rectify such failure as Grantor reasonably may require, provided and for
so long as Grantor proceeds with due diligence, and (ii) if, in Lender's reasonable judgment,
Lender's security will be impaired if Grantor does not perform or comply with any such
obligation in a period of less than thirty (30) days, Grantor will have only such period (if
any) following demand in which to rectify such failure as Lender may reasonably specify
Notices given to Grantor shall be in writing and delivered to the address listed
above, or to such other address as Grantor designates by written notice to Lender. Each
such notice or other communication shail be effective on the date of receipt when sent by
U. S. Mail, postage prepaid, by certiiied mail, retui7i receipt requested ar by a nationally
recognized overnight delivery seivice.
6. Lender may remedy any default without waiving it and may waive any
default without waiving any prior or subsequent default.
C. Trustee's Rights and Duties
DEED OF TRUST — CITY FUNDS Page 5
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If directed by Lender to foreclose this lien, Tiustee will:
1. either personally or by agent give notice of the foreclosure sale as required
by the Texas Property Code as then in effect;
2, sell and convey all or part of the Property "AS IS" to the highest bidder for
cash with a general warranty binding Grantor, subject to the Other Exceptions to
Conveyance and Wairanty and without representation or wai7anty, express or implied, by
Trustee;
3. from the proceeds of the sale, pay, in this order:
a. expenses of foreclosure, including a reasonable commission to
Trustee;
b. to Lender, the full amount of principal, interest, reasonable
attorney's fees, and other charges due and unpaid;
any amounts required by law to be paid before payment to Grantor;
d. to Grantor, any balance; and
4. be released by Lender against all costs, expenses, and liabilities incurred by
Tiustee for acting in the execution or enforcement of the trust created by this Deed of Tiust,
which includes all court and other costs, including reasonable attorney's fees, incurred by
Trustee in defense of any action or proceeding talcen against Trustee in that capacity.
D. General Provisions
1. If any of the Property is sold under this Deed of Trust, Grantor must
immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor will
become a tenant at sufferance of the purchaser, subject to an action far forcible detainer.
Further, in the event of foreclosure by Lender in accordance with its rights in the Loan
Documents, the parties acknowledge that the change in ownership of the Property may
t�igger a platting requirement for the Property, and, in such event, Grantor shall, at its sole
cost and expense, pay for or reimburse the Lender for all expenses and costs related to the
platting of the property, and shall cooperate with the Lender to obtain an approved final
plat, whether before the transfer of ownership to Lender or, as necessary, after the transfer.
2. Recitals in any trustee's deed conveying the Property will be presumed to
be true, absent evidence to the contrary.
3. Proceeding under this Deed of Tilist, filing suit for fot•eclosure, or ptusuing
any other remedy will not constitute an election of remedies.
DEED OF TRUST — CITY FUNDS Page 6
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4. This lien will remain superior to liens later created even if the time of
payment of all or part of the Obligations is extended or part of the Property is released,
unless a subordination agreement is executed by the Lender.
5. If any portion of the Obligations cannot be lawfully secured by this Deed of
Tilist, payrrients will be applied first to discharge that portion.
6. Grantor assigns to Lender all amounts payable to or received by Grantor
from condemnation of all or part of the Property, from private sale in lieu of condemnation,
and fi•om damages caused by public worlcs or constluction on or near the Property. After
deducting any expenses incurred, including reasonable attorney's fees and court and other
costs, Lender will either release any remaining amounts to Grantor or apply such amounts
to reduce the Obligations and any excess proceeds shall be paid to Grantor. Lender will not
be liable for failure to collect or to exercise diligence in collecting any such amounts.
Grantor will immediately give Lender notice of any actual or lmown threatened
proceedings for condemnation of all or part of the Property.
Notwithstanding the above, in the event of any fire or other casualty to the Property
or eminent domain proceedings resulting in condemnation of the Property or any part thereof,
Grantor shall have the right to rebuild the Property, and to use all available insurance or
condemnation proceeds therefore, provided that (a) such proceeds are sufficient to keep the
Obligations in balance and rebuild the Property in a manner that provides adequate security
to Lender for repayment or performance of the Obligations or if such proceeds are insufficient
then Grantor shall have funded any deiiciency, (b) subject to the rights of senior lien holders,
Lender shall have the right to approve plans and specifications for any major rebuilding and
the right to approve disbursements of insurance or condemnation proceeds far rebuilding
under a construction escrow or similar arrangement, and (c) no material default then exists
under the Loan documents other than attributable to casualty or condemnation. If the casualty
or condemnation affects only part of the Property and total rebuilding is infeasible, then
proceeds may be used for partial rebuilding and partial repayment of the Obligations in a
manner that provides adequate security to Lender for repayment of the remaining balance of
the Obligations, and any excess proceeds shall be paid to Grantor.
7. [Intentionally Reserved].
8. Interest on the debt secured by this Deed of Trust will not exceed the
maximum amount of non-usurious interest that may be contracted for, taken, reserved,
charged, or received under law. Any interest in excess of that maximum amount will be
credited on the principal of the debt or, if that has been paid, refunded. On any acceleration
or required or permitted prepayment, any excess interest will be canceled automatically as
of the acceleration or prepayment or, if already paid, credited on the principal of the debt
or, if the principal of the debt has been paid, refiinded. This provision oveirides any
conflicting provisions in this and all other instiuments concerning the debt.
DEED OF TRUST — CITY FUNDS Page 7
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9. fi7 no event may this Deed of Trust secure payment of any debt that may not
lawfully be secured by a lien on real estate or• create a lien otherwise prohibited by law,
10. When the context requires, singular nouns and pronouns include the plural.
11. The term Note inchldes all extensions, modifications, and renewals of the
Note and all amounts secured by this Deed of Trust.
12. Grantor agrees to (a) lceep at Grantor's address, or such other place as
Lender may approve, accounts and records reflecting the operation of the Property and
copies of all written contracts, leases, and other instruments that affect the Property; and,
(b) at Lender's request on reasonable notice from time to time, permit Lender to examine
and malce copies of such boolcs, records, contracts, leases, and other instruments at any
reasonable time.
13. [Intentionally Reserved].
14. If Lender orders an appraisal of the Property while a default exists or to
comply with legal requirements affecting Lender, Grantor, at Lender's request, agrees to
reimburse Lender for the reasonable cost of any such appraisaL If Grantor fails to
reimburse Lender for any such appraisal within twenty (20) days of Lender's written
request, that failure is a default under this Deed of Trust.
15. Grantor agrees to allow Lender or Lender's agents to enter the Property
during regular business hours upon at least forty-eight (48) hours' prior notice and inspect
it and any personal property in which Lender is granted a security interest by this Deed of
Trust.
16. Grantor may not sell, transfer, or otherwise dispose of any Property,
whether voluntarily or by operation of law, except for condemnation or to obtain utility
easements, without the prior written consent of Lender. If granted, consent may be
conditioned upon (a) the grantee's integrity, reputation, character, creditworthiness, and
management ability being satisfactory to Lender; and (b) the grantee's executing, before
such sale, transfer, or other disposition, a written assumption agreement containing any
terms Lender may reasonably require; such as a principal pay down on the Obligations, an
increase in the rate of interest payable with respect to the Obligations, a transfer fee, or any
other modification of the Note, this Deed of Tiust, or any other instiuments evidencing or
securing the Obligations.
Grantor may not cause or permit any Proper•ty to be encumbered by any liens,
security interests, or encumbrances other than (i) the lien securing the Obligation and� (ii)
the liens securing ad valorem taxes not yet due and payable, without the prior v�nitten
consent of Lender. If granted, consent may be conditioned upon Grantor's executing, before
granting such lien, a written modiiication agreement containing any terms Lender may
i•equire, such as a principal pay down on the Obligations, an increase in the rate of interest
DEED OF TRUST — CITY FUNDS Page 8
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payable with respect to the Obligations, an approval fee, or any other modification of the
Note, this Deed of Trust, or any other instiuments evidencing or securing the Obligations.
Grantor may not grant any lien, security interest, or other encumbrance (a
"Subordinate Instrument") covering the Property that is subordinate to the liens created
by this Deed of Tilist without the prior written consent of Lender
If granted, consent for loans and documents may be conditioned upon the
Subordinate Instrument's containing express covenants to the effect that-
a. the Subordinate Instrument is unconditionally subordinate to this Deed of
Trust;
b. if any action is instituted to foreclose or otherwise enforce the Subordinate
Instrument, no action may be talcen that would terminate any occupancy or
tenancy without the prior written consent of Lender, and that consent, if
granted, may be conditioned in any manner Lender determines;
c. rents, if collected by or for the hoider of the Subordinate Instrument, will be
applied first to the payment of the Obligations then due and to expenses
incurred in the ownership, operation, and maintenance of the Property in
any order Lender may determine, before being applied to any indebtedness
secured by the Subordinate Instrument;
d. written notice of default under the Subordinate Instrument and written
notice of the commencement of any action to foreclose or otherwise enforce
the Subordinate Instrument must be given to Lender concurrently with or
immediately after the occurrence of any such default or commencement;
and
in the event of the banlcruptcy of Grantor, all amounts due on or with respect
to the Obligations and this Deed of Trust will be payabie in fiill before any
payments on the indebtedness secured by the Subordinate Instrument.
Grantor may not cause or permit any of the following events to occur without the
prior written consent of Lender: if Grantor is (a) a corporation, the dissolutiorl of the
corporation or the sale, pledge, encumbrance, or assignment of any shares of its stock; (b)
a limited liability company, the dissolution of the company or the sale, pledge,
encumbrance, or assignment of any of its membership interests, other than an assignment
to a senior lien holder or to the Investor Member; (c) a general partnership or joint venture,
the dissolution of the partnership or venture or the sale, pledge, encumbrance, or
assignment of any of its partnership or joint venture interests, or the withdrawal fi�om or
admission into it of any general partner or joint venturer; or (d) a limited partnership, (1)
the dissolution of the partnership, (2) the sale, pledge, encumbrance, or assignment of any
of its general pat�tnership interests, or the withdrawal from or admission into it of any
DEED OF TRUST — CITY FUNDS Page 9
YMCA of Metropolitan Fort Worth
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general partner, or (3) except for a limited partnership interest in a low income housing
project, the withdrawal from or admission into it of any controlling limited partner or
partners. If granted, consent may be conditioned upon (a) the integrity, repirtation,
character, creditworthiness, and management ability of the person succeeding to the
ownership interest in Grantor (or security interest in such ownership) being reasonably
satisfactory to Lender; and (b) the execution, before such event, by the person succeeding
to the interest of Grantor in the Property or ownership interest in Grantor (or security
interest in such ownership) of a written modification or assumption agreement containing
such terms as Lender may reasonably require, such as a principal pay down on the
Obligations, an increase in the rate of interest payable with respect to the Obligations, a
transfer fee, or• any other modification of the Note, this Deed of Trust, or any other
instiuments evidencing or securing the Obligations.
1'7. Grantor ag1•ees not to grant any fut�ire lien or security interest in the Property
or to pei�rnit any future junior encumbrance to be recorded or any existing or firture claim
to otherwise become an encumbrance against the Property. If an involuntary encumbrance
is filed against the Property, Grantor agrees, within thirty (30) days of actual notice, to
either remove the involuntaiy encumbrance or insure against it or provide a bond
acceptable to Lender against the involuntary encumbrance.
18. This Deed of Trust binds, benefits, and may be enforced by the successors
in interest of all parties.
19. If Grantor and Borrower are not the same person, the term G�°a�itor• includes
Borrower.
�
20. Except as may be specifically stated in this Deed of Trust or the Note,
Grantor and each surety, endorser, and guarantor of the Obiigations waive all demand for
payment, presentation for payment, notice of intention to accelerate maturity, notice of
acceleration of maturity, protest, and notice of protest, to the extent permitted by law.
21. Grantor agrees to pay reasonable attorney's fees, tiustee's fees, and court
and other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust
is placed in the hands of an attorney for enforcement.
22. If any provision of this Deed of Trust is determined to be invalid or
unenforceable, the validity or enforceability of any other provision will not be affected.
23. The term Lender includes any mortgage servicer for Lender.
24. Grantor represents that this Deed of Trust and the Note are given for the
following purposes:
DEED OF TRUST — CITY FUNDS Page 10
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The debt evidenced by the Note is for the public purpose of providing quality,
accessible, and cost-effective aquatics opportunities to the residents of Fort Worth
in accordance with the City of Fort Worth's 2015 Parks, Recreation and Open Space
Master Plan and the 2008 City-Wide Aquatics Master Plan (as amended in 2012),
and is for the payment of funds for the renovation of a full service aquatic facility
on the Property, to be open to residents of Fort Worth in a manner similar to other
City aquatics facilities. The debt is secured by the Deed of Trust.
25. If the Property is transferred by foreclosure, the transferee will acquire title
to all insurance policies on the Property including all paid but unearned premiums.
26. Grantor is entitled to partial releases fi•om the Deed of Trust as provided in
the Contract between Grantor and Lender.
E. Construction Loan Mortgage
1. This Deed of Trust is a"construction mortgage" within the meaning of
Section 9.334 of the Texas Business and Coinmerce Code. The liens and security interests
created and granted by this Deed of Trust secure an obligation incurred for the construction
or rehabilitation of improvements on land.
2. Grantor agrees to comply with the terms, covenants and conditions of the
Contract, which require the Note and this Deed of Trust. All advances made by Lender
under the Contract and Note will be indebtedness of Grantor secured by the liens created
by this Deed of Trust, and such advances are conditioned as provided in the Note and
Contract.
3. All amounts disbursed by Lender before completion of the improvements
to protect the security of this Deed of Trust up to the principal amount of the Note will be
treated as disbursements under the Note. All such amounts will bear interest from the date
of disbursement at the rate stated in the Note, unless collections from Grantor of interest at
that rate would be contrary to applicable law, in which event such amounts will bear interest
at the rate stated in the Note for matured, unpaid amounts and will be payable on notice
fi•om Lender to Grantor requesting payment.
4. From time to time as Lender deems reasonably necessary to protect Lender's
interests, Grantor will, on request of Lender, execute and deliver to Lender, in such form
as Lender directs but subject to the rights of any senior lien holders, assignments of any
and all rights or claims that relate to the const�-uction of improvements on the Property,
5. In case of breach by Grantor of the terms, covenants and conditions of the
Contract, Lender, at its option, subject to applicable notice, grace and cure periods, with ar
without entry on the Propei�ty, may (a) involce any of the rights or remedies provided in the
Contract, (b) accelerate the amounts secured by this Deed of Trust and invoke the remedies
provided in this Deed of Tiust, or (c) do both.
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F. THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE
FOLLOWING CONDITIONS AND RESTRICTIONS:
The Note secured by this Deed of Trust is the Note required in the Contract
between Grantor and Lender and has been executed and delivered in accordance with
the Contract's terms. Grantor agrees to perform each and every obligation set forth
therein and will not permit a default to occur thereunder. Any default in the
performance of Grantor's obligations under the terms of the Contract shall be
deemed a default in the terms of the Note and Lender may invoke any remedies
provided herein for default.
IF ANY PROVISION OF THIS DEED OF TRUST CONFLICTS WITH ANY
PROVISION OF THE CONTRACT, THE NOTE, OR ANY OTHER DOCUMENT
EVIDENCING THE SAME TRANSACTION BETWEEN LENDER AND
GRANTOR, THE PROVISIONS OF THE CONTRACT WILL GOVERN TO THE
EXTENT OF THE CONFLICT.
THE CONTRACT, THE NOTE, AND THE DEED OF TRUST
CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
Young Men's Christian Association of
Metropolitan Fort Worth,
a Texas nonprofit corporation
/,
By: `��,����---, `��W.�
Name: 'f�'l�I-�=t�� � C,��.�.� .
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Title: �-G'u �,�' �r2.�LGi.�B�b�=' i`��-�t,�-�-ir'
STATE OF TEXAS §
§
COUNTY OF TARRANT §
This instrument was acicnowledged before me on ��i`1�U�(%U�� ��� , 202�by_
�r�'���+n � , the ��ti�� � '� Y���C�, ��fi� o YMCA of
Metropolitan Foi�t Worth, a Texas nonprofit corporation, on behalf of such corporation.
DEED OF TRUST — CITY FUNDS Page 12
YMCA of Metropolitan Fort Worth
Southeast Aquatics Center
.F ` -- - �- -- r - - - -
�``�����"'' STEPHANIE GARCIf1 _�}
� _, :'( P� %/_
. �i...... O �
'O;'' ' o�Notary Public, State of Tex�s q
=".'9•�•.,'FP; Comm. Expires 03-13-20?_7 '
II. 'i����F��,:�� ... I�Ot�fy In �I.��i2.rl��;��)�,
AFTER RECORDING RETURN TO:
City of Fort Worth
City Attorney's Office
Attention: Matthew A. Murray
100 Fort Worth Trail
Fort Worth, Texas 76102
DEED OF TRUST — CITY FUNDS
YMCA of Metropolitan Fort Worth
Southeast Aquatics Center
i i�� � ;' 1 ..-
��
Notary Publi: , State of Texas
Page 13
Exhibit "A"
Lot 1, Blocic l, Hilltop Acres Addition and 0.129 acre out of William S. Sublett Survey,
A-1443, City of Fort Worth, Tarrant County, Texas
DEED OF TRUST — CITY FLTNDS Page 14
YMCA of Metropolitan Fort Worth
Southeast Aquatics Center
City of Fort Worth,
Mayor and
Texas
Council Communication
DATE: 01/23/24 M&C FILE NUMBER: M&C 24-0078
LOG NAME: 80EASTSIDE YMCA POOL PARTNERSHIP FUNDS
SUBJECT
(CD 5) Authorize an Agreement with the YMCA of Metropolitan Fort Worth to Provide Pool Admission at the Same or �ower Fees as City of Fort
Worth Pools, Authorize Community Partnership Funds in the Amount of $250,000.00 in the Form of a Forgivable Loan to the YMCA of
Metropolitan Fort Worth for Improvements to the Eastside YMCA Outdoor Pool, Adopt Appropriation Ordinance, and Amend the Fiscal
Years 2024-2028 Capital Improvement Program
RECOMMENDATION:
It is recommended that the Ciiy Council:
Authorize the City Manager, or designee, to enter into an agreement with the YMCA of Metropolitan Fort Worth to provide $250,000.00 in
capital project funding in the form of a forgivable loan to the YMCA of Metropolitan Fort Worth for renovations to the Eastside YMCA outdoor
pool, in exchange for public access to the pool at the same rate or less than current City of Fort Worth pools without requiring a YMCA
membership to access the pool;
Adopt the attached appropriation ordinance adjusting estimated receipts and appropriations in the General Capital Projects Fund by
increasing estimated receipts and appropriations in the Eastside YMCA Pool project (City Project No. 105287) in the amount of
$250,000.00 and decreasing estimated receipts and appropriations in the Future Community Partnerships programmable project (City
Project No. P00047) by the same amount; and
Amend the Fiscal Years 2024-2028 Capital Improvement Program.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to request authorization to use Future Community Projects partnership funding for
facility improvements at the Eastside YMCA.
On November 10, 2023, the City of Fort Worfh received a request for $250,000.00 in community partnership funds from the YMCA of Metropolitan
Fort Worth (the Y) to renovate the swimming pool at the Eastside YMCA, located at 1500 Sandy Lane, Fort Worth (76112). The Y has committed to
revitalizing the location and has secured several funding sources in their efforts, including the organization budget, American Rescue Plan Act
(ARPA) funds, and grants. In exchange for receiving partnership funds, the Y will open the Eastside pool to the public at the same fee the City
charges for public access in perpetuity, and will not request any subsidy for operation or maintenance of the pool. The Future Community
Partnerships project is a holding place for monies the City has committed to be available for use in conjunction with communiry partners for capital
improvements.
Funding for this project was not included in the Fiscal Years (FY) 2024-2028 Capital Improvement Program (CIP) since this request wasn't
anticipated. This action in this M&C will amend the Fiscal Years 2024-2028 Capital Improvement Program as approved in connection with
Ordinance 26453-09-2023, Section 7. Capital Improvements, as listed on page 27.
Funding is available in the Future Communiry Partnerships Programmable project within the General Capital Projects Fund for the purpose of
funding the remainder of the Eastside Y Pool Renovation. The Life to Date funding in the programmable project is:
Capital Fund Name Project Name FY2024 Beginning Authority Budget FY2024 New
Balance Adjustment Balance
Future Communiry
General Capital Projects Fund Partnerships- $1,704,620.50 This M&C ($250,000.00) $1,454,620.50
P00047
This Project is located in COUNCIL DISTRICT 5.
FISCAL INFORMATION I CERTIFICATION:
The Director of Finance certifies that funds are currently available in the Future Community Partnerships project within the General Capital Projects
Fund and upon approval of the above recommendations and adoption of the attached appropriation ordinance, funds will be available in the
General Capital Projects Fund for the Eastside YMCA Pool project to support the above recommendations and award of the agreement. Prior to
an expenditure being incurred, the Park & Recreation Department has the responsibility of verifying the availabiliiy of funds.
Submitted for City Manager's Office by: Jesica L. McEachern 5804
Originating Business Unit Head: Dave Lewis 5717
Additional Information Contact: Kelli Pickard 5461