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HomeMy WebLinkAboutContract 62944CSC No. 62944 BROWNFIELDS REVOLVING LOAN FUND AGREEMENT BETWEEN THE CITY OF FORT WORTH AND 115 W 7th9 LLC THIS AGREEMENT is made and entered into by and between 115 W 7t'', LLC, a Delaware limited liability company, hereinafter referred to as "Borrower," and the City of Fort Worth, a home -rule municipal corporation of the State of Texas, situated in the counties of Tarrant, Denton, Parker and Wise acting herein through Valerie Washington, its duly authorized Assistant City Manager, hereinafter referred to as "City." WITNESSETH: WHEREAS, the City of Fort Worth is the recipient of Brownfields Revolving Loan Funds ("RLF") and authorized to make certain loans from these funds (the "Loan Funds"); and WHEREAS, these Loan Funds are to be used to undertake cleanup of Brownfields sites by making low interest loans to parties willing to undertake cleanup of these sites; WHEREAS, on the 27t" of August, 2024, the City Council authorized the execution of this Loan Agreement (M&C No. 24-0757); WHEREAS, the Property is an eligible Brownfields site; WHEREAS, the Property is not listed, or proposed for listing on the National Priorities List of the U. S. Environmental Protection Agency (EPA); WHEREAS, the Borrower is not a generator or transporter of the contamination at the site; WHEREAS, the Borrower is not and has never been subject to any penalties resulting from environmental non-compliance at or on the Property nor is the Borrower, or its Project contractors or subcontractors currently suspended, debarred, or otherwise declared ineligible for participation in this federal program or from the receipt of these funds; and WHEREAS, the Borrower is not responsible for the disposal or placement of hazardous substances and has not caused, contributed to, permitted, or exacerbated the release of a hazardous substance on, or emanating from the Property. NOW, THEREFORE, in consideration of the covenants and promises contained herein, City agrees to make the Loan to Borrower pursuant to this Agreement. 1. Definitions: In this Agreement, the following words and phrases shall be defined as follows: Approved Budget: shall mean the budget or cost itemization prepared by Borrower and approved by City specifying all costs associated with and for the cleanup of the Property RLF - TERMS & CONDITIONS 2025 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX which is attached hereto at Exhibit A. Asbestos Operations and Maintenance Plan: shall mean the Asbestos Operations and Maintenance Plan cleanup for the Property as approved by the Texas Department of State Health Services (DSHS) which is attached as Exhibit C. Brownfield Revolving Loan Fund or RLF: shall mean that certain loan granted by the EPA under the authority of 40 C.F.R. Part 35, Subpart O and 40 C.F.R. Part 31, as accepted by the City on January 16, 2001 by M&C G-13129. City: shall mean the City of Fort Worth, Texas. DSHS: shall mean the Texas Department of State Health Services EE/CA: shall mean Engineering Evaluation and Cost Analysis. EPA: shall mean the United States Environmental Protection Agency. Fund Manager: shall mean the Director of Financial Management Services or their designated representative. Governmental Authority: shall mean the United States, the State of Texas, the county, the City, or any other political subdivision in which the Property is located, and any other political subdivision, agency, or instrumentality exercising jurisdiction over Borrower or the Property. Governmental Requirements: shall mean all laws, ordinances, rules, and regulations of any Governmental Authority applicable to Borrower or the Property. Hard Cost(s): shall mean those costs incurred for the cleanup of all or a portion of the Property thereby increasing the value of the Property, as approved by the Environmental Services Department (which such approval will not be unreasonably withheld or denied) to include but not be limited to costs associated with: sampling of existing groundwater monitoring wells, installation of new groundwater monitoring wells, soil sampling and analysis to gauge effectiveness of cleanup plan, trenching, impacted soil removal, transportation, and disposal, clean fill substitution, groundwater remediation through injection, in situ remediation, cost of chemicals used in remediation, cost of laboratory analysis, field expertise, field oversight, sample acquisition data review, report preparation, costs associated with Response Action Plan and Response Action Completion Report, QAPP costs, and erosion control measures if required by TCEQ, DSHS, and/or the EPA. Lead Agency: shall mean the City's Environmental Services Department. Loan: shall mean that amount of the Loan Funds actually loaned to Borrower pursuant to this Agreement and the Note. RLF - TERMS & CONDITIONS 2025 Loan Documents: shall mean this Agreement, the Note, a Deed of Trust (if applicable), any and all instruments, certificates, assignments, agreements, and such other instruments evidencing, securing, or executed in connection with the Loan which the parties agree to negotiate, in good faith, in the future. MSD: shall mean Municipal Setting Designation. Note: shall mean the promissory note executed by Borrower and payable to City, in a face amount which shall not exceed One Million, Three Hundred Forty Thousand Dollars and 00/100 ($1,340,000.00) and any and all renewals, extensions, modification and/or replacements thereof. Project: shall mean the cleanup of the Property, or a portion thereof, undertaken with funds provided by the Brownfield Cleanup Revolving Loan Fund. Project Schedule: shall mean the schedule prepared by Borrower and approved by City specifying the Borrower's projected schedule for the cleanup of all or a portion of the Property. Property: shall mean a portion of that property known as 115 W. 7ffi Street, Fort Worth, Texas, as shown on Exhibit B. Reimbursement: shall mean a disbursement by City of any of the Loan Funds pursuant to Article 4 of this Agreement. Soft Cost(s): shall mean those costs that are not Hard Costs associated with the cleanup of the Property which have a negligible positive impact on the value of the Property to include but not be limited to, engineering, legal, appraisal, survey, environmental, real estate consulting, title insurance and other professional fees, permit fees, developer fees, loan fees and other related fees and expenses supported by such evidence satisfactory to City. Site Manager: shall mean the Director of the Environmental Services Department or their designated representative. 1. TERMS OF THE LOAN 1.1 Term. The Loan shall be for a term of twenty (20) years beginning on the date of the Note. 1.2A Commitment: Reimbursement of Funds. Subject to the terms, covenants, and conditions herein set forth, City agrees to make Reimbursements, solely from the City of Fort Worth's Brownfields Revolving Loan Fund, for approved Hard Costs and eligible Soft Costs incurred by Borrower for the purpose of cleaning up the Property under this Agreement, in amounts designated by the Approved Budget and as approved by the Site Manager and Fund Manager, of which the aggregate amount shall not exceed One RLF - TERMS & CONDITIONS 2025 Million, Three Hundred Forty Thousand Dollars and 00/100 ($1,340,000.00) in accordance with the Asbestos Operations and Maintenance Plan. Borrower shall not be eligible for reimbursement for any cost other than those eligible as set forth in this Agreement or the Approved Budget. Allowable expenses for Reimbursement shall be as described in Section 2.2 of this Agreement. Upon completion of the entire Project, as determined by the City, Borrower may request Reimbursement from remaining Loan Funds for all Soft Costs incurred by Borrower but for which no Reimbursement has been made. The Reimbursement of Soft Costs shall be at the discretion of the City in accordance with the terms of this Agreement. 1.213 Commitment: Use of Funds. The Borrower understands and agrees that except as provided herein, all Reimbursements provided by City shall be for Hard Costs incurred by Borrower to cleanup the Property, or a portion thereof, in accordance with the approved Asbestos Operations and Maintenance Plan and Approved Budget. No Reimbursement shall be made to the Borrower without the written confirmation from the Site Manager and the Borrower's Licensed Environmental Professional that the work, as designated by the Asbestos Operations and Maintenance Plan, for which Borrower is requesting Reimbursement, has been completed. The obligations of City to make Reimbursement(s) shall be subject to Article 4. 1.3 Accrual of Interest. The Loan shall bear interest at a rate of one and a half percent (1.5%) per annum. Interest shall be calculated on the basis of a year of 360 days. 1.4 Loan. Prior to the first Reimbursement of the Loan Funds, Borrower shall have received copies of the fully executed Loan Documents (which the parties, in good faith, agree to negotiate in the future) and evidence that the Loan has closed. Notwithstanding anything contained herein or in any other Loan Documents to the contrary, Borrower acknowledges and consents to the Loan in favor of the City which shall be security for the repayment of the Note. CIBC Bank USA ("Senior Lender"), an Illinois state chartered bank has made a loan to Borrower (the "Existing Loan) in the principal amount of Twenty Two Million Two Hundred Fifteen Thousand and 00/100 Dollars ($22,215,000.00) (the "Existing Loan"), which Existing Loan is evidenced by that certain Promissory Note dated January 5, 2023 (the "Existing Note") and secured by, among other things, that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated of even date therewith, from Borrower in favor of Senior Lender (as amended, modified, restated or supplemented from time to time, the "Existing Mortgage"), which Existing Mortgage was recorded on January 10, 2023 in the Tarrant County Clerk in Official Public Records, as Document No. D223004676. The Existing Note, Existing Mortgage and any other documents and instruments delivered by Borrower in connection therewith (as the same may be amended, restated or otherwise modified from time to time) are hereinafter sometimes collectively referred to as the "Existing Loan Documents"). The Existing Loan and Existing Loan Documents are subject to maturity on January 5, 2025, and Senior Lender is currently negotiating a new first -priority mortgage loan to Borrower to refinance the Existing Loan and Existing Loan Documents. The Existing Loan, together with any subsequent loans from Senior Lender to Borrower are collectively referred to as the "Senior Loan." The Existing Note, together with any subsequent notes from Borrower in RLF - TERMS & CONDITIONS 2025 favor of Senior Lender are collectively referred to as the "Senior Note." The Existing Mortgage, together with any subsequent mortgages or deeds of trust from Borrower in favor of Senior Lender securing the Senior Note are collectively referred to herein as the "Senior Mortgage." Notwithstanding the date, manner or order of grant, attachment, recordation or perfection, the lien and security interests on the Property evidenced by these Loan Documents shall at all times remain, junior, subject, and subordinate to the Senior Loan and the lien evidenced by the Senior Mortgage, as well as any subsequent refinancing thereof. However, Borrower acknowledges that the lien and security interests on the Property evidenced by these Loan Documents shall at all times be superior and not subordinate nor inferior to any other lien. 1.5 CERCLA. The Borrower will carry out the Project in accordance with the Comprehensive Environmental Response Compensation and Liability Act (CERCLA) in (42 USC § 9601 et seq.); Uniform Administrative Requirements for Grants and Cooperative Agreements to States and Local Governments (40 CFR Part 31); Cooperative Agreements for Superfund Response Actions (40 CFR Part 35, Subpart O); the National Oil and Hazardous Substances Contingency Plan (NCP) (40 CFR Part 300) and all other applicable provisions of federal, state or local law. The Borrower shall carry out the Project in accordance with the Davis -Bacon Act of 1931 (CERCLA § 104(g)(1), 40 U.S.C. 276a-276a-5 and 42 U.S.C. 3222). CERCLA compliance with Davis Bacon requires payment of Federal prevailing wage rates for construction, repair or alteration work funded in whole or in part with RLF Loan Funds. The Borrower must obtain recent and applicable wage rates from the U.S. Department of Labor and incorporate them into the construction contract. Borrower shall comply with all other EPA cross cutting requirements, including, but not limited to, those identified in Exhibit D. The parties agree that the requirements of this Section 1.5 shall be applicable to Borrower only to the extent that same are actual requirements imposed by the EPA as a condition to obtaining the Loan Funds. 1.6 Cleanup Commencement. Borrower shall commence cleanup on the Project within thirty (30) days from the date of the full and complete execution of this Agreement and the related Loan Documents, and shall complete and perform all work on the Project within one (1) year of the date that on -site cleanup activity is initiated by Borrower, in accordance with the Asbestos Operations and Maintenance Plan and Project Schedule, unless the U.S. EPA determines that the cleanup may continue consistent with CERCLA §104(c)(1) and the National Contingency Plan, 40 CFR §300.415(b)(5) and the Borrower submits such determination in writing to the City. 1.7 Pavments to Citv. No payments shall be made on the Note in years one (1) through five (5); however, interest shall accrue annually. Payment shall begin on sixth (6th) year, with interest amortized and accruing thereafter. The Note payments shall be made directly to the City of Fort Worth. Note payments are due on the first (1 st) of the month with a late fee of five percent (5%) of the payment due for any payment received on or after the sixth (6th) day of the month. The parties acknowledge that the Borrower may at any time prepay the indebtedness represented by the Note without the prior written consent of any RLF - TERMS & CONDITIONS 2025 party. Reimbursement requests should be mailed to the following address: City of Fort Worth Financial Management Services Department Attn: Brownfield Cleanup Revolving Loan Fund 100 Fort Worth Trail Fort Worth, Texas 76102 2. CLEANUP OF THE PROPERTY, PROJECT SCHEDULE 2.2 Sub-Dhases. Work the Property may broken down into project phases if approved by the Site Manager before any cleanup activity commences. 2.3 Modification to Project Schedule and Approved Budget. All changes or modification to the Project Schedule or the Approved Budget shall be subject to written approval by the Site Manager, which will not be unreasonably withheld, prior to such change or modification becoming effective. 2.4 Compliance. The Borrower further understands and agrees that any and all work performed on the Property for which Loan Funds are used for Reimbursement under this Agreement is conditioned upon the Borrower's full compliance with all applicable laws and this Agreement. 3. ADDITIONAL BORROWER DUTIES 3.1 Sign on Property. The Borrower shall erect a sign on the Project site stating that the Project is being financed in part by the RLF and the City and providing the appropriate contacts for obtaining information on activities being conducted at the site and for reporting suspected criminal activities. The sign erected on the Project site shall comply with all requirements of the state and local law applicable to on -premise outdoor advertising as well as 40 CFR Subpart O §35.6105(a)(2)(ii). 3.2 CleanuD Closeout Report. Borrower shall notify the City when the Project is complete. The notice shall contain documentation as necessary to prepare a Cleanup Closeout Report developed in accordance with Section 300.165 of the NCP and all applicable EPA guidance. This report shall summarize the actions taken, the resources committed and the problems encountered in completion of the project, if any. The City will not reimburse any Soft Cost under this Agreement until the City has received: (1) Borrower's notice that the Project is complete; and (2) a copy of the final and complete Cleanup Closeout Report. 3.3 Permits and Fees. Borrower, at its sole cost and expense, shall be responsible for obtaining all permits, licenses, approvals, certifications and inspections required by federal, state or local law and to maintain such permits, licenses, approvals, certifications and inspections in current status during the term of this Agreement. The parties agree that all amounts expended by Borrower pursuant to this Section shall be designated as Soft RLF - TERMS & CONDITIONS 2025 Costs, and may be reimbursed by City provided that the requirements of this Agreement are met and there are remaining Loan Funds available. 3.4 Performance and Pavment Bonds. Borrower shall require its contractors to acquire and maintain performance and payment bonds naming the City and the Borrower as dual obligees in the amount of one hundred percent (100%) of the Loan. The performance and payment bonds shall guarantee construction of the Project and payment of all subcontractors and material suppliers. All bonds must be provided to the City before construction on the Project begins and must meet the requirements of Chapter 2253 of the Texas Government Code and the Texas Insurance Code. 4. REIMBURSEMENTS 4.1 Obligation to Make Reimbursements. The obligation of City to make Reimbursements shall be limited to once per month and each Reimbursement is subject to the accuracy of all representations and warranties of Borrower in this Agreement on the date of this Agreement and the performance by Borrower under the Loan Documents. 4.2 Conditions to Reimbursements. City shall have no obligations to make a Reimbursement to Borrower for the cleanup of the Property, or a portion thereof, unless and until the following conditions have been satisfied: a. Borrower shall submit a written request for Reimbursement for the actual Hard Costs and eligible Soft Costs incurred for the cleanup of the Property in accordance with the Approved Budget and Asbestos Operations and Maintenance Plan. The parties agree that the Hard Costs incurred in the cleanup of the Property will be eligible for reimbursement immediately after said Hard Costs are incurred by Borrower, however the City shall not be required to make Reimbursements more than once per month. b. Borrower shall submit those receipts and verifications which are supplied by the Borrower's contractor(s) and/or subcontractor(s) in connection with the Project, upon the request by the Fund Manager or Site Manager. C. Borrower shall submit documentation identifying the Borrower's contractor(s) and subcontractor(s) for the Project and assurance, as requested by the City, that the Borrower is in compliance with and meets the goals of the EPA's 40 CFR §35.6580 to give opportunities for qualified Small Business Enterprises (SBE), Minority Business Enterprises (MBE) and Women -Owned Business Enterprises (WBE) to submit proposals, bids, and provide services on contracts and subcontracts for services and supplies. d. Borrower shall submit affidavits evidencing payment of all contractors and material suppliers who provide labor and material for the Project, or a portion thereof, and other documentation as needed, as reasonably determined by the Fund Manager, that Borrower has made payment in full to the Borrower's contractors. RLF - TERMS & CONDITIONS 2025 The City shall not advance nor be obligated to make Reimbursement to the Borrower before receiving such documentation. e. Borrower shall submit a Release and Waiver of Lien and Indemnity Agreement, on a form provided by the City, executed by each contractor who provided labor or materials for the Project, or a portion thereof. £ Borrower shall submit an executed certificate that Borrower is not in default under any of the Loan Documents and that all representations and warranties of Borrower contained in any such Loan Documents remain accurate, true, and correct. g. Borrower shall submit such other items as City shall reasonably require. h. No Event of Default or any event or circumstance which could, with the passage of time or the giving of notice or both, constitute an Event of Default shall have occurred and be continuing. 5. INTENTIONALLY OMITTED 6. REPRESENTATIONS Borrower represents that each of the following statements is true: 6.1 Oranization and Status. Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all power and authority to conduct its business as presently conducted, and is duly qualified to do business and in good standing in each jurisdiction in which the nature of its business makes qualification desirable. 6.2 Financial Statements. All financial statements delivered to City are complete and correct and fairly present, the financial condition and the results of operations of the Borrower as of the dates and for the periods indicated. No material adverse change has occurred in the assets, liabilities, financial condition, business or affairs of Borrower since the dates of such financial statements. Borrower is not subject to any agreement materially and adversely affecting its financial condition, business or affairs. 6.3 Enforceability. The Loan Documents (which the parties, in good faith, agree negotiate in the future) will be legal, valid and binding obligations of the Borrower enforceable in accordance with their respective terms. The execution, delivery and performance of the Loan Documents will be duly authorized by all necessary action; will be within the power and authority of the Borrower; and the organizational documents of the Borrower or any agreement or instrument binding or affecting the Borrower or any of their respective property. RLF - TERMS & CONDITIONS 2025 6.4 Litigation. Except as previously disclosed to City in writing, there is no litigation or administrative proceeding pending or, to the knowledge of Borrower, threatened against, nor any outstanding judgment, order or decree affecting Borrower before or by any Governmental Authority. 6.5 Borrower's Permits. Licenses. etc. Borrower possesses or will obtain all permits, licenses, patents, trademarks and copyrights required to conduct its business. 6.6 Securities Act of 1933. Neither Borrower nor any agent acting for it has offered the Note or any similar obligation of Borrower for sale to or solicited any offers to buy the Note or any similar obligation of Borrower from any person other than City, and neither Borrower nor any agent acting for it will take any action which would subject the sale of the Note to the provisions of Section 5 of the Securities Act of 1933, as amended. 6.7 Environmental. Borrower, as of the date of this Agreement, has not generated, handled, used, stored or disposed of any hazardous or toxic waste or substance, on or off the Property, other than in accordance with applicable Governmental Requirements. Borrower does not have any material contingent liability for non-compliance with environmental or hazardous waste laws. Borrower has not received any notice that it or any of its property or operations does not comply with, or that any Governmental Authority is investigating its compliance with, any environmental or hazardous waste laws. 6.8 Liens. Except as provided herein, and subject to the exceptions described in the Parties' Deed of Trust, Borrower agrees that it will not create or permit to exist any liens upon the Property or substitute property which are or shall be superior to the City's lien. 7. LOAN CLOSING The closing of this Loan shall be subject to: a. Opinion of the Borrower's counsel that the Borrower, if a corporation, is in good standing and that all documents executed by the Borrower are valid and enforceable. b. Written authorization in the form of a resolution, if a corporation, authorizing the loan to the Borrower and authorizing Borrower's representative to execute the loan documents on behalf of the Borrower. 8. EVENT OF DEFAULT 8.1 Events of Default. 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 the City shall give Borrower 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 prior to exercise of remedies by the City 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 the City's reasonable judgment, RLF - TERMS & CONDITIONS 2025 the City's security will not be impaired, then Borrower may have such additional time to rectify such failure as Borrower reasonably may require, provided and for so long as Borrower proceeds with due diligence, and (ii) if, in the City's reasonable judgment, the City'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 failure as the City may reasonably specify Notices given to Borrower shall be in writing and delivered to the address listed above, or to such other address as Borrower designates by written notice to The City. Each such notice or other communication shall be effective on the date of receipt when sent by U. S. Mail, postage prepaid, by certified mail, return receipt requested or by a nationally recognized overnight delivery service. ys after such notice is given within which to cure the default prior to exercise of remedies by The City 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 The City's reasonable judgment, The City's security will not be impaired, then Borrower may have such additional time to rectify such failure as Borrower reasonably may require, provided and for so long as Borrower proceeds with due diligence, and (ii) if, in The City's reasonable judgment, The City'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 failure as The City may reasonably specify Notices given to Borrower shall be in writing and delivered to the address listed above, or to such other address as Borrower designates by written notice to The City. Each such notice or other communication shall be effective on the date of receipt when sent by U. S. Mail, postage prepaid, by certified mail, return receipt requested or by a nationally recognized overnight delivery service. In the event of a default of any of the terms or conditions of this Agreement then, in that event, the entire outstanding principal balance amount of the Note shall become immediately due and payable without the necessity of demand from City. The Borrower shall be deemed to be in default under this Agreement upon the occurrence of any or more of the following events: a. Any material representation or warranty made herein or in any report, certificate, financial statement or other instrument furnished in connection with this Agreement or the Loan Documents shall prove to be false in any material respect; b. The Borrower ceases and/or fails to complete the cleanup of the Project except as provided for in Sections 1.6 and 2.6.1; c. The Borrower assigns or transfers this Agreement or any interest herein to a third party without the prior written consent of the City pursuant to Section 14.1; d. The Borrower fails to pay to the City any principal amount, fee, or interest on the Note after the same shall become due and payable and such failure continues beyond ten (10) business days; RLF - TERMS & CONDITIONS 2025 e. The Borrower defaults in the performance of any material term, covenant or condition to be performed hereunder (except for the obligation to pay any principal amount, fee, or interest on the Note, which shall be governed by subsection (d) above) and such default is not remedied within thirty (30) days, unless a longer period of time is reasonably required to cure the default, from and after written notice by certified mail, return receipt requested, from the City to the Borrower, specifying said default, or, if such default cannot be remedied within that period, and remedial effort is not commenced within that period and diligently and continuously pursued, the City shall have the right to proceed by appropriate judicial proceedings to enforce performance or observation of the applicable provisions of this Agreement and/or terminate this Agreement and recover damages from the Borrower to the extent allowed by law; £ Any proceeding involving the Borrower or the Property, commenced under any bankruptcy or reorganization arrangement, probate, insolvency, readjustment of debt, dissolution or liquidation law of the United States, or any state, but if such proceedings are instituted, no event of default shall be deemed to have occurred hereunder unless the Borrower either approves, consents to, or acquiesces in such proceedings, or such proceedings are not dismissed within sixty (60) days; or g. An order, judgment or decree is entered, without the application, approval or consent of the Borrower, by any court of competent jurisdiction approving the appointment of a receiver, trustee or liquidator of the Borrower of all or a substantial part of its assets, and such order, judgment or decree shall continue in effect for a period of sixty (60) days. 8.2 Loan Due. Upon the occurrence of any one or more of the events of default enumerated herein, all indebtedness of the Borrower to the City pursuant to this Agreement shall become due and payable, both as to the principal and to the interest, if any, without presentment, demand, protest or notice of any kind to the Borrower, all of which are hereby expressly waived by the Borrower. 9. REMEDIES 9.1 No remedy, right or power of City is exclusive of any other remedy, right or power now or later existing by contract, law, in equity, or otherwise. All remedies, rights and powers are cumulative. 9.2 Any forbearance by the City with respect to any of the terms and conditions of this Agreement shall in no way constitute a waiver of any of City's rights or privileges granted hereunder. 9.3 No failure of either party to exercise any power or right given it hereunder or to insist on strict compliance by the other party with its obligations hereunder, and so custom of practice of the parties at variance with the terms hereof shall constitute a waiver of the other party's right to demand at any time exact compliance with the terms hereof. RLF - TERMS & CONDITIONS 2025 10. RECORDS 10.1 Maintenance of Records. The Borrower agrees to maintain financial and programmatic records pertaining to all matters relative to this Agreement in accordance with sound accounting practices and procedures and to retain all of its records and supporting documentation applicable to this Agreement for a period of ten (10) years except as follows: a. Records that are subject to audit findings shall be retained five (5) years after such findings have been resolved. b. All such records and supporting documents shall be made available, upon request, for inspection or audit by the City or its representatives. 10.2 Inspection by City_ . The Borrower agrees to permit the City or its designated representative to inspect and/or audit its records and books relative to this Agreement at any time during normal business hours and under reasonable circumstances and to copy there from any information that the City desires relevant to this Agreement. The City shall provide written notice to the Borrower prior to the execution of this provision. The Borrower agrees to deliver the records or have the records delivered to the City or its designated representative at an address designated by such party within the City. If the City or its representative finds that the records delivered by the Borrower are incomplete, the Borrower agrees to pay the City or its representative's costs to travel to the Borrower's office or other location where the books or records are located to audit or retrieve the complete records. In addition, the Borrower agrees that loan related documents are subject to 40 C.F.R. 35.610. 11. INSURANCE Borrower shall require by contract its contractors to have insurance as detailed below. Contractor must supply certificates of insurance in compliance with the terms below to the Site Manager fifteen (15) days prior to beginning work on the Property. 11.1 Commercial General Liability Insurance $1,000,000 each occurrence $2,000,000 aggregate 11.2 Automobile Liabilitv Insurance A. Coverage on vehicles involved in the work performed under this Agreement: $1,000,000 per accident on a combined single limit basis or: $500,000 bodily injury each person; $500,000 bodily injury each accident; and $250,000 property damage. B. Uninsured/Underinsured Motorist: $20,000 bodily injury each person; $40,000 bodily injury each accident; and $15,000 RLF - TERMS & CONDITIONS 2025 property damage each accident. The named insured and employees of Borrower's Contractor shall be covered under this policy. The City of Fort Worth shall be named an Additional insured on Endorsement TE 9901 or equivalent, as its interests may appear. Liability for damage occurring while loading, unloading and transporting materials collected under the Contract shall be included under this policy. 11.3 Worker's Compensation Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee. 11.4 Environmental Impairment Liability (EIL) and/or Pollution Liability - $2,000,000 per occurrence. EIL coverage(s) must be included in policies listed in subsections 1 and 2 above; or, such insurance shall be provided under separate policy(s). Liability for damage occurring while loading, unloading and transporting materials collected under the contract shall be included under the Automobile Liability insurance or other policy(s). 11.5 Pollution Legal Liabilitv Policv. In a form approved by the Borrower and the City. 11.6 Other Requirements. Certificates of insurance evidencing that the contractor has obtained all required insurance shall be delivered to the City prior to proceeding with the any cleanup activity. 11.6.1. Applicable policies shall be endorsed to name the City and Borrower as Additional Insured thereon, as its interests may appear, and such coverage shall be provided on a primary, non-contributory basis. The term City shall include its employees, officers, officials, agents, and volunteers as respects the contracted services. 11.6.2. Certificate(s) of insurance shall document that insurance coverage specified according to items in section (a) above are provided under applicable policies documented thereon. 11.6.3. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements. 11.6.4. A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the City. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto Contractor's insurance policies. Notice shall be sent to Cody Whittenburg, Director, Department of Environmental Services, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102. 11.6.5. Insurers for all policies must be authorized to do business in the state of Texas or RLF - TERMS & CONDITIONS 2025 be otherwise approved by the City; and, such insurers shall be acceptable to the City in terms of their financial strength and solvency. 11.6.6. Deductible limits, or self -insured retentions, affecting insurance required herein shall be acceptable to the City in its sole discretion; and, in lieu of traditional insurance, any alternative coverage maintained through insurance pools or risk retention groups must be also approved. Dedicated financial resources or letters of credit may also be acceptable to the City. 11.6.7. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the City and Borrower. 11.6.8. The City shall be entitled, upon its request and without incurring expense, to review the contractor's insurance policies including endorsements thereto and, at the City's discretion, the contractor may be required to provide proof of insurance premium payments. 11.6.9. The Commercial General Liability insurance policy shall have no exclusions by endorsements unless the City approves such exclusions. 11.6.10. Neither the City nor Borrower shall be responsible for the direct payment of any insurance premiums required by the contract. It is understood that insurance cost is an allowable component of contractor's overhead. 11.6.11. All insurance required above shall be written on an occurrence basis in order to be approved by the City. 11.6.12. The Borrower understands and agrees that the insurance coverage required herein may reasonably be revised by the City from time to time. 12. MWBE REOUIREMENTS The Borrower will comply with the statutes prohibiting discrimination on the grounds of race, color, national origin, sex and disability. In addition, the Borrower will undertake good faith efforts in compliance with 40 CFR §35.6580 to give opportunities for qualified Small Business Enterprises (SBE), Minority Business Enterprises (MBE) and Women - Owned Business Enterprises (WBE) to submit proposals, bids, and provide services on contracts and subcontracts for services and supplies. The Borrower shall submit a report of such efforts on the City -provided form. 13. INDEMNITY 13.1 RELEASE OF CITY LIABILITY. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW FROM TIME TO TIME IN EFFECT, BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY (AND AFTER IT HAS CONSULTED WITH ITS OWN RLF - TERMS & CONDITIONS 2025 ATTORNEY) IRREVOCABLY AND UNCONDITIONALLY AGREES THAT NO CLAIM MAY BE MADE BY BORROWER AGAINST CITY OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, AGENTS OR INSURERS ("INDEMNIFIED PARTIES"), OR ANY OF ITS OR THEIR SUCCESSORS AND ASSIGNS, FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF ANY BREACH OR WRONGFUL CONDUCT (WHETHER THE CLAIM IS BASED ON CONTRACT OR TORT OR DUTY IMPOSED BY LAW) ARISING OUT OF, OR RELATED TO, THE TRANSACTIONS CONTEMPLATED BY ANY OF THIS AGREEMENT, THE NOTE OR LOAN DOCUMENTS, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION HEREWITH OR THEREWITH. IN FURTHERANCE OF THE FOREGOING, BORROWER HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY CLAIM FOR ANY SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR. NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN CONTAINED IS INTENDED TO WAIVE OR RELEASE THE CITY FROM DIRECT ACTUAL DAMAGES AND EXPENSES INCURRED BY BORROWER AS A RESULT OF ANY BREACH OR WRONGFUL CONDUCT ARISING OUT OF OR RELATING TO THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS. 13.2 Indemnitv. (a) Borrower and Borrower's contractors shall indemnify the Indemnified Parties from, and hold each of them harmless against, any and all losses, liabilities, claims or damages to which the Indemnified Parties may become subject, insofar as such losses, liabilities, claims or damages directly arise out of or result from (i) any actual or proposed use by Borrower of the proceeds of any extension of credit by the City hereunder or (ii) any investigations, litigation or proceeding with a reasonable basis in law (including any threatened investigation or proceeding) relating to the foregoing, and the Borrower shall reimburse the Indemnified Parties, upon demand for any expenses (including legal fees) reasonably incurred in connection with any such investigation or proceeding. 13.3 Survival of Rights. Without prejudice to the survival of any other obligations of the Borrower hereunder and the Note, the obligations of the Borrower under this Article 13 shall survive the termination of this Agreement and the payment or assignment of the Note. 14. ASSIGNMENT, SALE, OR TRANSFER 14.1 Assignment. The Borrower shall not assign or attempt to assign directly or indirectly, any of its rights under this Agreement or the Loan Documents without the prior written consent of the City, which will not be unreasonably withheld or denied. 14.2 Sale or Transfer of the Property. The parties agree that the Borrower may assign, sell or transfer the Property; however, upon the occurrence of same, Borrower agrees that it will replace the Property with another parcel and the value of said replacement parcel shall be equal to the Loan Funds actually borrowed by Borrower pursuant to the Note, as more particularly described in Section 5 above. RLF - TERMS & CONDITIONS 2025 15. NOTICES All notices, requests, instructions or other documents to be given hereunder to either party by the other shall be in writing and delivered personally or sent by certified or registered mail, postage prepaid, to the addresses set forth in this Agreement. Any such notice, request, instruction or other document shall be conclusively deemed to have been received and be effective on the date on which personally delivered or, if sent by certified or registered mail, on the day mailed to the parties as follows: TO THE CITY: The Office of the City Manager The City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 The Director of Environmental Services Department The City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 With a copy to: City Attorney's Office The City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 TO THE BORROWER: 115 W 7th, LLC Attn: Joseph Slezak 200 N. Kimball Ave Suite 221, Box #1144 Southlake, Texas 76092 With a copy to: or to such other address as a party may subsequently specify in writing to the other party. 16. MISCELLANEOUS 16.1 Third Partv Rights. This Agreement is not intended to create or vest any rights in any third party or to create any third -party beneficiaries. RLF - TERMS & CONDITIONS 2025 16.2 Amendments. All amendments to this Agreement shall be mutually agreed upon, in writing and signed by both parties hereto. 16.3 Force Maieure. It is expressly understood that a failure or delay on the part of the Borrower in the performance, in whole or in part, or any of the terms of this Agreement, if such failure is attributable to an Act of God, fire, flood, epidemics or pandemics, riot, insurrection, embargo, emergency or governmental orders, regulations, priority, or other limitations or restrictions, or other similar unforeseen causes beyond the reasonable control of such party, the failure or delay shall not constitute a breach or default under this Agreement. 16.4 Full Force and Effect. This Agreement and all covenants, agreements, representations and warranties made herein shall survive the execution of this Agreement and shall continue in full force and effect so long as the Loan obligation is outstanding and unpaid. 16.5 Validitv. If any provision or item of this Agreement is held invalid, such invalidity shall not affect other provisions or items of this Agreement which can be given effect without the invalid provisions or items, and to this end, the provisions of this Agreement are hereby declared severable. 16.6 Agreement Controlling. To the extent that any provision of the Loan Documents, which the parties, in good faith, agree to negotiate in the future, (other than this Agreement) are in direct conflict with the provisions of this Agreement, the provisions of this Agreement shall control and govern. In all other regards, all provisions of the Loan Documents are intended to be read and integrated in a harmonious and consistent manner, including defined terms used herein and therein. 16.7 Integration. This Agreement, together with the Loan Documents, (which the parties, in good faith, agree negotiate in the future) will embody the entire agreement between the parties thereto relating to the subject matter hereof and thereof, and may be amended or supplemented only by an instrument in writing executed jointly by an authorized officer of City and Borrower. 16.8 Use of Property. The Borrower understands and agrees that any use of the Property or any activity thereon which is inconsistent with the foregoing provisions is expressly prohibited. IN WITNESS HEREOF, the parties hereto have caused this Agreement to be fully executed in triplicate, in the name and on behalf of each of them (acting individually or by their respective officers or appropriate legal representatives, as the case may be, hereunto duly authorized) as of the day and year signed by the City Secretary below. [signature page follows] RLF - TERMS & CONDITIONS 2025 ACCEPTED AND AGREED: CITY OF FORT WO TH: By: Valerie (Mar 10, 202516:12 CDT) Name: Valerie Washington Title: Assistant City Manager CONTRACT CO LIANCE 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. Date: 03/10/2025 By: 4 APPROVAL RECO NDED: Name: Roger Grantham Title: Environmental Supervisor By: Julianne Ragland (Mar 10, 202516:04 CDT) Name: Julianne Ragland Title: Environmental Program Manager 4doa�nnn� ATTEST: ��•� F°°R�*11 °d a°moo o�-°o Pvo o=d ll �p Pip* o, 000*�d N ...�S.2vxs a°au��Ez a544� By: r Name: Jannette S. Goodall Title: City Secretary BORROWER: 115 W 7TH, LLC i By: JOSE H SLEZAK (Mar 10, 202513:53 CDT) Name: JOSEPH SLEZAK Title: AUTHORIZED SIGNATORY Date: 03/10/2025 APPROVED AS TO FORM AND LEGALITY: ✓G�L�liew ✓GLiiifizra� By: Name: Matthew A. Murray Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 24-0757 (August 27, 2024) Form 1295: 25-1279122 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX RLF - TERMS & CONDITIONS 2025 Exhibit A Approved Budget RLF - TERMS & CONDITIONS 2025 Brownsfield Budget Interior demo $ 580,505.00 Structural demo $ 60,565.00 Abatement allowance $ 501,280.00 Fire escape $ 113,355.00 L4 roof opening $ 114,860.00 L3 east opening $ 29,175.00 L3 west opening $ 41,825.00 Electrical and plumbing make safe $ 83,505.00 Contingency 10% $ 152,507.00 Construction Management Fee 3% $ 50,327.31 Arch & engineering fees $ 159,097.50 Phase 1 assessment $ 2,700.00 Abatement survey $ 9,902.64 NEPA report $ 16,872.00 Permitting & city fees $ 2,000.00 Total $ 1,918,476.45 Exhibit B Property Legal Description LEGAL DESCRIPTION TRACT 1 (Fee Simnle) BEING 0.334 acres of land comprised of Lots 11 through 16, Block 113, ORIGINAL TOWN OF FORT WORTH, Tarrant County, Texas, an unrecorded plat, and being more particularly described by metes and bounds, as follows: BEGINNING at a building corner for a multistory building lying at the North corner of Lot 16, of said Block 113, ORIGINAL TOWN OF FORT WORTH, and said Point of Beginning being the intersection of Southeast right-of-way line of Seventh Street (a 60 foot wide public right-of-way) with the Southwest right-of-way line of Main Street (an 80 foot wide public right-of-way); THENCE S 30' 00' 00" E 150.00 feet, along the Southwest right-of-way line of said Main Street, and the Northeast boundary line of Lots 11, 12. 13, 14, 15, and 16 of said Block 113, to a building corner at the East corner of Lot 11, of said Block 113; THENCE S 60' 00' 00" W 100.00 feet, departing said right-of-way line and running along the Southeast face of a multistory building and the Southeast boundary line of said Lot 11, of Block 113, ORIGINAL TOWN OF FORT WORTH to a point at the South corner of said Lot 11; THENCE N 30"00'00" W 150.00 feet, along the Southwest boundary line of said Lots 11 through 16, to a point at the West corner of said Lot 16, lying in the Southeast right-of-way line of aforesaid Seventh Street; THENCE N 60' 00' 00" E 100.00 feet, along the Northwest boundary line of said Lot 16, and the Southeast right-of-way line of said Seventh Street, to THE PLACE OF BEGINNING, containing 0.334 acre (15,000 square feet) of land. RLF - TERMS & CONDITIONS 2025 Exhibit C Asbestos Operations and Maintenance Plan RLF - TERMS & CONDITIONS 2025 DTECH SERVICES (817) 695-6519.624 Six Flags ❑r_ Ste. 130 • Arlington, Texas 76011 ASBESTOS OPERATIONS AND MAINTENANCE PLAN ONCOR ELECTRIC DELIVERY OFFICE BUILDING 115 WEST 7T" STREET FORT WORTH, TEXAS FOR BENBROOKE 3102 MAPLE AVENUE DALLAS, TEXAS 75201 September 12, 2007 TX DSHS 100310 TX DSHS 300324 Asbestos Consultant Agency Asbestos Laboratory PCM Asbestos Operations and Maintenance Plan Prepared for: Benbrooke 3102 Maple Avenue Dallas, Texas 75201 Prepared by: DTECH Services 624 Six Flags Drive, Suite 130 Arlington, Texas 76011 September 12, 2007 This O & M Plan is to be retained in the offices of: Benbrooke 3102 Maple Avenue Dallas, Texas 75201 1 CERTIFICATION AND REVIEW OF ASBESTOS OPERATIONS AND MAINTENANCE PLAN FOR ONCOR ELECTRIC DELIVERY OFFICE BUILDING 115 WEST 7T" STREET FORT WORTH, TEXAS I hereby certify that 1) 1 have reviewed the Asbestos Operations and Maintenance Plan, and 2) the Asbestos Operations and Maintenance Plan has been completed in accordance with the requirements set forth in the Texas Asbestos Health Protection Rules (TAHPR), the Occupational Safety and Health Act (OSHA) sections 1926.1101 and 1910.134, and the National Emission Standards for Hazardous Air Pollutants (NESHAP, 40 CFR Part 61). Date: 9/12/2007 ` David Pom6ran DTECH Services Individual Asbestos Consultant TDH License No. 10-5412 ASBESTOS OPERATIONS AND MAINTENANCE PLAN ONCOR ELECTRIC DELIVERY OFFICE BUILDING 115 WEST 7T" STREET FORT WORTH, TEXAS I9ll 1.0 INTRODUCTION 1 2.0 SUMMARY OF INSPECTION REPORT 2 3.0 HAZARD ASSESSMENT 3 4.0 POTENTIAL FOR FIBER RELEASE 3 5.0 RESPONSE ACTION 5 6.0 OPERATION AND MAINTENANCE PLAN FOR CONTROLLING ASBESTOS 5 7.0 COMMUNICATION OF HAZARDS 6 8.0 TRAINING AND EDUCATION 7 9.0 WORK PRACTICES 7 10.0 PERIODIC SURVEILLANCE 8 11.0 RECORDKEEPING FOR OPERATION AND MAINTENANCE 8 LIST OF APPENDICES APPENDIX A SAMPLE FORMS APPENDIX B EMPLOYEE TRAINING CERTIFICATES APPENDIX C ASBESTOS SURVEY Asbestos O&M Plan 115 West 7th St, Ft. Worth, Texas 1.0 INTRODUCTION September 12, 2007 Page 1 The primary objective of the Asbestos Operations and Maintenance (O & M) Plan is to minimize exposure of building occupants, maintenance workers, and contractors to asbestos fibers. Maintenance workers include custodial staff for the purpose of this plan. The O & M Plan establishes procedures for work practices to: (1) maintain existing Asbestos -Containing Material (ACM) (or Presumed Asbestos -Containing Material [PACM]) in good condition, (2) ensure proper cleanup of asbestos fibers previously released, (3) prevent further release of asbestos fibers, and (4) monitor the condition of the ACM (or PACM). The O & M Plan includes the following seven (7) elements: Notification, Surveillance, Controls, Work Practices, Record keeping, Worker Protection, and Training. 1) Notification: Notify workers, tenants, and building occupants of location of ACM or PACM and the procedures to follow to avoid disturbing it. 2) Surveillance: Perform regular surveillance of ACM or PACM to note, assess and document changes in condition. Inspections will be performed on a semi-annual basis and provide an opportunity for the inspector to document changes to ACM (or PACM) since the last inspection. A complete inspection will be performed by an EPA -certified and Texas Department of Health (TDH)-Licensed Asbestos Inspector. 3) Controls: Follow work control/permit systems to control activities that may disturb ACM (or PACM). 4) Work Practices: Follow established work practices to avoid or minimize fiber release during activities affecting ACM or PACM. 5) Record Keeping: Document all O & M activities. 6) Worker Protection: Follow the Occupational Safety and Health Administration (OSHA) required medical, respiratory programs. 7) Training: Personnel involved with ACM or PACM management including the Manager, maintenance workers and contractors shall be trained per the EPA regulations in an accredited course. ACM is classified in one of the three following categories: Surfacing Materials: Any materials that are either sprayed on or troweled on to a surface. Examples include fireproofing, acoustical materials, texturing and wall joint compound (mud). The on -site material in this category is the joint compound and texture on the walls in the front part of the office. Thermal System Insulation (TSI): Examples include ACM (or PACM) applied to pipes, boilers, tanks, and ducts to prevent heat loss or gain, or condensation. On site, the mastic on the HVAC system is in this category. Miscellaneous ACM: Examples include asbestos -containing ceiling or floor tiles, textiles, and other components such as asbestos -cement panels, asbestos siding, transite panels and roofing materials. The floor tile on site is in this category. This O & M Plan involves three (3) types of projects: ■ Those which are unlikely to involve any direct contact with ACM. ■ Those which may cause accidental disturbance of ACM. ■ Those which involve the intentional removal of any quantity of ACM or PACM. Asbestos O&M Plan September 12, 2007 115 West 7th St, Ft. Worth, Texas Page 2 The first type may involve routine cleaning of shelves and counter tops or other surfaces in a building (provided ACM debris is not present). Generally, such activities would not disturb ACM. The second type of project could include maintenance work that might disturb the floor tile or the joint compound and texture, or routine maintenance or repairs on a mechanical system that includes ACM insulation. The third type of project, the intentional removal or asbestos for any reason, must be conducted by a TDH-licensed Asbestos Abatement Contractor. The primary method used to control access to and operations with ACM is the establishment of specific regulated areas. Regulated areas are defined by the Asbestos Program Manager as those areas for the purpose of this plan where maintenance work has the likelihood of damaging non -friable, good condition ACM. Restrictive work procedures with engineering controls to reduce fiber release and with health and safety protocols to protect workers are implemented in these areas. 2.0 SUMMARY OF INSPECTION REPORT An asbestos survey was conducted by others in February 2001(HBC Report No. 94007688). The results of the asbestos survey were relied on for preparing this O&M. The following materials were identified as having an asbestos content greater than 1 % by weight: Boiler and flue insulation located in the basement mechanical room. Chiller insulation located in the basement mechanical room. Steam pipe and fitting insulation located throughout the building. Chill water pipe and fitting insulation located throughout the building. Fan unit insulation located in the mechanical penthouse. Air handler duct insulation located throughout the building. Ceiling tile adhesive, associated with glued -on 1'x1' ceiling tiles, located throughout the building. Domestic water pipe and fitting insulation, located throughout the building. Joint compound and texture located on the walls and ceilings throughout the building. Black floor mastic (under vinyl flooring and under carpet) located throughout the building. Various colors of resilient sheet flooring (linoleum) located throughout the building. 9"x9" and 12"x12" vinyl floor tile (various colors and patterns) located throughout the building. Asbestos O&M Plan September 12, 2007 115 West 7th St, Ft. Worth, Texas Page 3 Tape/mastic on pipe in air handler rooms. Spray -applied fireproofing located on the 4t" floor. The asbestos survey is included in the Appendices. 3.0 HAZARD ASSESSMENT Friable and non -friable ACM were identified in the building. Descriptions of each are given in the following summaries. Boiler and flue insulation located in the basement mechanical room. Chiller insulation located in the basement mechanical room. Steam pipe and fitting insulation located throughout the building. Chill water pipe and fitting insulation located throughout the building. Fan unit insulation located in the mechanical penthouse. Air handler duct insulation located throughout the building. Ceiling tile adhesive, associated with glued -on 1'x1' ceiling tiles, located throughout the building. Domestic water pipe and fitting insulation, located throughout the building. Joint compound and texture located on the walls and ceilings throughout the building. Black floor mastic (under vinyl flooring and under carpet) located throughout the building. Various colors of resilient sheet flooring (linoleum) located throughout the building. 9"x9" and 12"x12" vinyl floor tile (various colors and patterns) located throughout the building. Tape/mastic on pipe in air handler rooms. Spray -applied fireproofing located on the 4t" floor. 4.0 POTENTIAL FOR FIBER RELEASE The identified ACM have varying potential for fiber release, depending on the location, accessibility and friability of the material. The boiler and flue insulation located in the basement mechanical room are not Asbestos O&M Plan September 12, 2007 115 West 7th St, Ft. Worth, Texas Page 4 accessible to the general public. This material is friable and exhibits a moderate potential for fiber release. The chiller insulation located in the basement mechanical room is not accessible to the general public. This material is friable and exhibits a moderate potential for fiber release. The steam pipe and fitting insulation is in mechanical rooms, pipe chases and above ceilings, and is not accessible to the general public. This material is friable and exhibits a moderate potential for fiber release. Chill water pipe and fitting insulation is in mechanical rooms, pipe chases and above ceilings, and is not accessible to the general public. This material is friable and exhibits a moderate potential for fiber release. Fan unit insulation located in the mechanical penthouse is not accessible to the general public. This material is friable and exhibits a moderate potential for fiber release. Air handler duct insulation is located above ceilings and in air handler rooms and is not accessible to the general public. This material is friable and exhibits a moderate potential for fiber release. Ceiling tile adhesive is not accessible to the general public. This material is non - friable and exhibits a low potential for fiber release. Domestic water pipe and fitting insulation is not accessible to the general public. This material is friable and exhibits a moderate potential for fiber release. Joint compound and texture located on the walls and ceilings throughout the building is accessible to the general public, and is likely to be disturbed by most general renovation activities. This material is non -friable if it is un-damaged, and exhibits a moderate potential for fiber release. Black floor mastic is not accessible to the general public. This material is non - friable and exhibits a low potential for fiber release. Various colors of resilient sheet flooring (linoleum) is accessible to the general public. This material is non -friable and exhibits a low potential for fiber release. 9"x9" and 12"x12" vinyl floor tile is accessible to the general public. This material is non -friable and exhibits a low potential for fiber release. Tape/mastic on pipes in air handler rooms is not accessible to the general public. This material is non -friable and exhibits a low potential for fiber release. Spray -applied fireproofing located on the 4t" floor is not accessible to the general public. This material is friable and exhibits a moderate to high potential for fiber release. Asbestos O&M Plan 115 West 7th St, Ft. Worth, Texas 5.0 RESPONSE ACTION September 12, 2007 Page 5 Based on existing conditions and high potential for damage and fiber releases, the priority for response is as follows: Damaged friable asbestos -containing materials should be repaired, encapsulated or removed at the earliest possible commercially reasonable opportunity. The balance of the identified ACM should be maintained in their current, undamaged condition until routine maintenance activities or renovations require their removal. State and Federal regulations required the proper removal of ACM prior to renovation or demolition activities that have the potential for disturbing those materials. 6.0 OPERATION AND MAINTENANCE PLAN FOR CONTROLLING ASBESTOS The un-damaged ACM and PACM identified in the building may be maintained in -place in their current undamaged condition. Maintenance workers (including custodial staff) shall receive asbestos awareness training, and outside contractors that may disturb ACM will be notified of the presence and locations of the ACM. 6.1 Asbestos Program Manager Responsibilities The Asbestos Program Manager shall be responsible for the following: 1. Arrange and coordinate training of maintenance workers with annual updates for new personnel. 2. Arrange for abatement procedures by a licensed asbestos abatement contractor if ACM becomes damaged. 3. Comply with all State, OSHA, or EPA rules or regulations regarding asbestos abatement activities. 4. Approve routine maintenance activities by maintenance workers that may potentially disturb ACM. 5. Coordinate and oversee work when, and if, done by outside contractors when the possibility exists that ACM can be disturbed by work activity. 6. Periodic inspection of all ACM in the Building identified in Section 3.0. ACM will be re -inspected every twelve (12) months. 7. Ensure that all asbestos waste generated at Oncor Electric Delivery Office Building is packaged, transported and disposed of in accordance with EPA requirements and that the necessary chain -of -custody documentation is maintained. 8. All warnings, notifications and record keeping requirements as outlined in U.S. EPA Regulation 40 CFR Part 763 should be followed. 9. Ensure that no in-house Oncor Electric Delivery Office Building employees are Asbestos O&M Plan September 12, 2007 115 West 7th St, Ft. Worth, Texas Page 6 involved in in-house repair or removal of ACM. 10. Updating the existing Asbestos Management Plan every twelve (12) months with any records generated during that time from inspections, abatement or other ACM - related activity. 11. Labeling ACM. 6.2 Public and Building Occupant Protection Measures The occupant protection measures are be described below: Monitoring program for remaining asbestos. The identified ACM shall be monitored every twelve (12) months. Monitoring shall include an evaluation of the surrounding areas, such as leaking roofs that may eventually impact the ACM. All maintenance workers shall report promptly to the Asbestos Program Manager the presence of any damaged ACM. Appropriate assessment and repairs will be made immediately if damage is detected. 2. Minimize fiber release. In order to minimize tacking, taping, or hanging objects from ACM. report to their supervisors when any ACM has for disturbance. In addition to the above, any drilled, sanded, or sawed. Any damage will soon as possible. fiber release, there shall be no nailing, All maintenance workers shall promptly been disturbed or when there is potential material containing asbestos must not be be reported to supervisory personnel as 3. Reduce potential for exposure. In all areas containing ACM, cleaning techniques and work practices that do not disturb the ACM will be observed. Any ACM -containing dust or debris resulting from routine maintenance must be cleaned up promptly and disposed of properly by a TDSHS-licensed Asbestos Abatement Contractor. 4. Maior repairs. If major repairs to ACM needs to be carried out, the work must be conducted by a TDSHS-licensed Asbestos Abatement Contractor 7.0 COMMUNICATION OF HAZARDS The Asbestos Program Manager shall inform building occupants, maintenance workers and tenants about the location and physical condition of ACM that they might disturb, and stress the need to avoid disturbing the material. The Asbestos Program Manager will inform building occupants and maintenance workers about the presence of ACM by distributing written notices, and posting signs or labels in a central location, where they can see them. The methods used may depend on the type and location of the ACM and the number of people affected. In service or maintenance areas (such as mechanical rooms), all ACM should be labeled using prominent warning signs. These labels should give information stating the presence of asbestos and warnings not to disturb the material. Information sessions shall be held to reinforce and clarify written notices and signs and to provide an opportunity to answer questions. All building occupants and maintenance workers likely to disturb ACM should be included in the notification program on a continuing basis. All building occupants and maintenance workers should be informed of the presence of ACM, in their work area, as soon as they are employed. Building occupants and maintenance workers who work in or occupy areas where ACM work will occur should be notified prior to the start of the work. Building occupants and maintenance workers Asbestos O&M Plan 115 West 7th St, Ft. Worth, Texas September 12, 2007 Page 7 should be given information about the specific work to be performed, the work schedule, precautions being taken, what will be visible during the work, and that posted warning signs must be obeyed. A general notice to building occupants and maintenance workers might be more convenient than notifying them each time work occurs. The Asbestos Program Manager shall notify maintenance workers and outside contractors of the presence of identified ACM in the building. Information regarding ACM will include the following points: ■ Materials containing asbestos have been found in the building ■ The condition of the material ■ Location of ACM ■ Direction to avoid disturbing the material ■ Direction to report any evidence of disturbance or damage 8.0 TRAINING AND EDUCATION All maintenance workers who work at the building regularly should attend an asbestos awareness training seminar or be given a manual or similar information. The asbestos awareness -training program will include the following information: ■ Materials containing asbestos have been found in the building ■ The condition of the material ■ Location of ACM ■ Direction to avoid disturbing the material ■ Direction to report any evidence of disturbance or damage ■ Recognition of problematic areas, such as damage, deterioration, or delamination of ACM ■ A general understanding of the O&M Plan ■ The importance of record keeping and employee record generation requirements ■ Requirements for work order clearance through the Asbestos Program Manager of all renovation and ACM disturbance activities 9.0 WORK PRACTICES 9.1 Cleaning Practices In the event a major fiber release episode occurs, (falling or dislodging of more than 3 square feet or 3 linear feet of friable ACM) cleaning the waste material will be carried out by a licensed Asbestos O&M Plan September 12, 2007 115 West 7th St, Ft. Worth, Texas Page 8 asbestos -abatement contractor. The steps for this response action are to: 1. Immediately restrict access or prevent entry to the area. 2. Shut off or block air -handling equipment to the area. 9.2 Maintenance Practices Maintenance activities that are unlikely to involve any contact with ACM will be conducted by maintenance workers who have had 2 hours of training. Maintenance activities, which may cause disturbance or necessitate removal any amount of ACM, must be conducted by personnel who are properly licensed by the Texas Department of State Health Services. Such activities could include: Re-routing the HVAC ducting, removal and/or replacement of floor tiles, installation of equipment that would require drilling through floor tile and sawing, sanding, drilling, nailing or any other activity that might disturb ACM wall texture and/or joint compound. The manipulation or removal of any amounts of ACM is to be done by licensed asbestos - abatement contractors. 10.0 PERIODIC SURVEILLANCE Combined with ongoing reports of changes in the condition of the ACM made by occupants and workers, the annual re -inspection will insure that any damage or deterioration of the ACM will be detected so that corrective action can be taken. A TDSHS-licensed inspector will conduct the re -inspections. The inspection will include visual examination of all areas that are identified as having ACM, and a record of the date of the surveillance, observations in changes in condition, and a signature of the inspector. The results will be documented and placed in the permanent asbestos file. A form to be utilized for the re -inspection is provided in Attachment A. 11.0 RECORD KEEPING FOR OPERATION AND MAINTENANCE Keeping accurate and detailed records of O&M Plan activities and procedures is critical to the success of the program. The Asbestos Program Manager shall develop a system to control all work that could disturb known ACM. This control shall be achieved using a "work order" program, which requires the person requesting the work to submit a job request form to the Asbestos Program Manager before work can be performed. The request form shall include the location of work and type of work needed to be performed. The asbestos Program Manager shall verify whether ACM will be disturbed, during the work. If ACM will be disturbed, then the Asbestos Program Manager shall either have the ACM removed prior to the work or postpone the work until the ACM can be removed. If ACM is not expected to be disturbed by the work, then the Asbestos Program Manager shall approve the work order. The O&M record keeping procedure should assure that: 1. Major removal work carried out by outside contractors is documented. Asbestos O&M Plan September 12, 2007 115 West 7th St, Ft. Worth, Texas Page 9 2. Minor repair work by carried out by outside contractors is documented. 3. The monitoring of remaining asbestos is recorded. 4. The necessary personnel records for training are kept current. 5. Awareness training records. 6. Any notifications. APPENDIX A SAMPLE FORMS SUBCONTRACTOR ACKNOWLEDGEMENT DOCUMENT NUMBER: DATE: , 20 THIS FORM ACKNOWLEDGES THAT I HAVE BEEN INFORMED OF THE PRESENCE OF ASBESTOS -CONTAINING BUILDING MATERIALS IN: ONCOR ELECTRIC DELIVERY OFFICE BUILDING 115 WEST 7t" STREET FORT WORTH, TEXAS I FURTHER ACKNOWLEDGE THAT THE INFORMATION PROVIDED TO ME INCLUDED THE FOLLOWING: 1) THE LOCATIONS OF ASBESTOS -CONTAINING MATERIALS TO WHICH I MIGHT HAVE ACCESS IN THE NORMAL COURSE OF MY PRESENCE IN THE BUILDING. 2) THE HAZARDS TO HEALTH PRESENTED BY ASBESTOS. 3) APPROPRIATE BEHAVIOR IN THE PRESENCE OF ASBESTOS -CONTAINING MATERIALS WHICH WILL PREVENT OR REDUCE THE POTENTIAL HAZARD 4) NOTIFICATION PROCEDURES THAT I MUST FOLLOW IN THE EVENT I OBSERVE A POSSIBLE CHANGE IN THE CONDITION OF ANY OF THE ASBESTOS -CONTAINING MATERIALS. 5) SAFETY PROCEDURES THAT I AM TO FOLLOW IN THE EVENT OF AN EMERGENCY THAT MIGHT INVOLVE THE ASBESTOS -CONTAINING MATERIALS. MY REASON FOR BEING IN THE BUILDING IS: MY SIGNATURE IN ACKNOWLEDGMENT OF THE ABOVE PLEASE PRINT YOUR NAME EMPLOYER NAME, ADDRERSS AND PHONE NUMBER DTECH Services September 12, 2007 REINSPECTION OF ASBESTOS -CONTAINING MATERIALS Location of asbestos -containing material (address, building, room or general description): Type of asbestos -containing material(s): 1. Wall joint compound and/or texturing 2. 12"x12" floor tile and mastic 3. HVAC Mastic on flex ducting 4. Other (describe): Abatement Status: 1. The material has been encapsulated _, enclosed _, neither _, removed Statement: 1. Evidence of physical damage: 2. Evidence of water damage: 3. Evidence of delamination or other damage 4. Degree of accessibility of the material: 5. Degree of activity near the material: 6. Location in air plenum, air shaft, or airstream: 7. Other observations (including the condition of the encapsulant or enclosure, if any): Recommended Action: Signature (Evaluator) Title Date DTECH Services September 12, 2007 JOB REQUEST FORM FOR MAINTENANCE WORK Name: Telephone No. Requested starting date: Date: Job Request No. Anticipated finish date: Address, building, and floor number(s) (or description of area) where work is to be performed: Description of work: Description of any asbestos -containing material that might be affected. if known (include location and type): Name and telephone number of requestor: Name and telephone number of supervisor: Submit this application to: (The Designated Person) NOTE: An application must be submitted for all maintenance work whether or not asbestos -containing material might be affected. An authorization must then be received before any work can proceed. Granted (Job Request No. ) With conditions* Denied *Conditions: DTECH Services September 12, 2007 WORKER TRAINING RECORD Individual's Name Individuals' Identification Number Permanent Street Address Emergency Contact Person Permanent City, State and Zip Emergency Contact Phone Number Home Phone Number Attending Physician Attending Physician's Phone Number ASBESTOS TRAINING RECORD COURS COURSE COURSE TRAINING HOURS OF CERTIFICA E DATE LOCATION TITLE CENTER NAME INSTRUCTIO TE N NUMBER This individual is qualified to perform the following type(s) of asbestos -related work: 1. Restricted to maintenance work that does not involve the disturbance of asbestos -containing building materials Signature Title Date DTECH Services September 12, 2007 APPENDIX B EMPLOYEE ASBESTOS TRAINING CERTIFICATES DTECH Services September 12, 2007 APPENDIX C ASBESTOS SURVEY DTECH Services September 12, 2007 Exhibit D Cost -Cutting Requirements Cost -Cutting Requirements Economic and Miscellaneous Authorities • Debarment and Suspension, Executive Order 12549 • Demonstration Cities and Metropolitan Development Act of 1966, Pub. L. 89-754, as amended, • Executive Order 12372 • Procurement Prohibitions under Section 306 of the Clean Air Act and Section 508 of the Clean Water Act, including Executive Order 11738, Administration of the Clean Air Act and the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants, or Loans • Uniform Relocation and Real Property Acquisition Policies Act of 1970, Pub. L. 91-646, as amended • Davis Bacon Act, as amended (40 U.S.C. 276a-276a-D and 42 U.S.C. 3222) Social Policy Authorities • Age Discrimination Act of 1975, Pub. L. 94-135 • Anti -Lobbying Provisions (40 C.F.R. Part 30) • Title VI of the Civil Rights Act of 1964, Pub. L. 88-352 • Contract Work Hours and Safety Standards Act, as amended (40 U.S.C. 327-333) and the Anti- Kickback Acts, as amended (40 U.S.C. 276 c), (18 U.S.C. 874) • Section 13 of the Federal Water Pollution Control Act Amendments of 1972, Pub. L. 92-500 (the Clean Water Act) • The Drug -Free Workplace Act of 1988, Pub. L. 100-690 (applies only to the capitalization grant recipient) • Equal Employment Opportunity, Executive Order 11246 • Section 504 of the Rehabilitation Act of 1973, Pub. L. 93-112 (including Executive Orders 11914 and 11250) • Section 129 of the Small Business Administration Reauthorization and Amendment Act of 1988, Pub. L. 100-590 • Women's and Minority Business Enterprise, Executive Orders 11625, 12138 and 12432 RLF - TERMS & CONDITIONS 2025 M&C Review Page 1 of 3 Official site of the City of Fort Worth, Texas A CITY COUNCIL AGEND FORTWORTH Create New From This M&C DATE: 8/27/2024 REFERENCE M&C 24- NO.: 0757 22AWARD BROWNFIELDS LOG NAME: REVOLVING LOAN FUND GRANT CODE: C TYPE: NON- PUBLIC NO CONSENT HEARING: SUBJECT: (CD 9) Authorize the Award of Up to $1,340,000.00 of the Brownfields Cleanup Revolving Loan Fund to 115 W 7th, LLC for Brownfield Remediation and Adopt Appropriation Ordinance RECOMMENDATION: It is recommended that the City Council: Authorize the award and execution of an agreement with 115 W 7th, LLC, allowing it to borrow an amount up to $1,340,000.00 from the City's Brownfields Cleanup Revolving Loan Fund to make corrective actions, environmental cleanup, and repairs to the property located at 115 W 7th Street, Fort Worth, Texas, 76102, an acknowledged brownfield; and Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Grants Operating Federal Fund in the amount of $528,533.99 for the purpose of funding the Brownfields Cleanup Revolving Loan Fund Capital Project (City Project No. G00071). DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to seek council authority to award and authorize the execution of an agreement with 115 W 7th, LLC to allow for environmental cleanup, repairs and improvements to the property; adopt an appropriation ordinance; and amend the budget for the Brownfields Cleanup Revolving Loan Fund (BCRLF) capital project. The City applied for and was awarded a U.S. Environmental Protection Agency BCRLF grant for $1,000,000.00 in 2001 (M&C G-13129). These grant funds were provided to support the physical recovery of contaminated buildings and land, known as brownfields, by loaning grant funds to qualified borrowers for the remediation of brownfields within Fort Worth. The City placed this grant in an interest -bearing account when it received these grant funds. As of August 8, 2024, the interest accrued on this loan was $528,533.99. In 2007, the City successfully awarded a BCRLF loan for $800,000.00, with a 15-year term and a 2\% interest rate (M&C C-21938). The loan was repaid in three years, resulting in more than $30,000.00 earned in interest. In 2021, City Council authorized a BCRLF loan to Crescent Real Estate LLC., however, the developer ultimately did not utilize the loan during development (M&C 21-0142). In January 2024, 115 W 7th, LLC applied for a BCRLF loan in an amount up to $1,340,000.00 for the discovery and abatement of asbestos, lead, hazardous materials, and mold in the former Oncor Building located at 115 W 7th Street, Fort Worth, Texas, 76102. After abatement and upgrades, the applicant plans to transform the vacant upper floors into 330 studio, one -bedroom and two -bedroom apartments. To provide the $1,340,000.00 loan to 115 W 7th, LLC and to account for department changes since receipt of funds; adjustments to internal account balances are necessary. Once adjusted, the amount noted will be loaned to 115 W 7th, LLC at 1.5\% interest over the 20-year term of the loan. A summary of the adjustments is below. http://apps.cfwnet.org/council_packet/mc review.asp?ID=32464&councildate=8/27/2024 11/7/2024 M&C Review Page 2 of 3 G00071 Brownfields Cleanup Rev Loan REVENUES 4310007 Intrgv Rev - EPA 4611010 Interest Earnings 4611017 Interest On Loans Total Revenue Budget Adopted Budget Revised Budget Increase Budget $ 867,125.61 0.00 $ 867,125.61 $ 31,579.26 $ 528,533.99 $ 560,113.25 $ 800,000.00 0.00 $ 800,000.00 $ 1,698,704.87 $528,533.99 $2,227,238.86 EXPENDITURES 0200410 - TPW Dept General Government* $ 1,698,704.87 $ (827,252.28) $ 871,452.59 0230424 - Code Compl Prot Inspection 0.00 $ 7,231.75 $ 7,231.75 0220424 - ENV Grants and Capital 0.00 $ 1,348,554.52 $ 1,348,554.52 Total Operating Budget $ 1,698,704.87 $528,533.99 $ 2,227,238.86 *Grant received by Transportation and Public Works Environmental Management division in 2001. The property at 115 W 7th Street is located in Council District 9. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are currently available in the Brownfields Cleanup Rev Loan project within the Grants Operating Federal Fund and upon approval of the above recommendations and adoption of the attached appropriation ordinance, funds will be available in the Grants Operating Federal Fund for the Brownfields Cleanup Rev Loan project to support the above recommendations and award of the agreement. The Environmental Services Department (and Financial Management Services) will be responsible for the collection and deposit of funds due to the City. TO Fund Department Account Project ID ID FROM Fund Department Account Project ID ID Submitted for Citv Manager's Office bv: Originating Department Head: Additional Information Contact: ATTACHMENTS Program Activity Budget Year Program Activity Budget Year Reference # Amount (Chartfield 2) Reference # Amount (Chartfield 2) Valerie Washington (6199) Cody Whittenburg (5455) Wyndie Turpen (6982) Nixalis Benitez (8570) 14490 Ordinance.pdf (Public) 22AWARD BROWNFIELDS REVOLVING LOAN FUND GRANT.docx (CFW Internal) 22AWARD BROWNFIELDS REVOLVING LOAN FUND GRANT.xlsx (CFW Internal) Form 1295 Certificate 101236559 Final - sianed.pdf (CFW Internal) ORD.APP 22AWARD BROWNFIELDS REVOLVING LOAN FUND GRANT 21001 A024.docx (Public) http://apps.cfwnet.org/council_packet/mc review.asp?ID=32464&councildate=8/27/2024 11/7/2024 M&C Review Page 3 of 3 SAMs Report l l5 W 7th LLC 7.9.24.docx (CFW Internal) http://apps.cfwnet.org/council_packet/mc_review.asp?ID=32464&councildate=8/27/2O24 11 /7/2024