HomeMy WebLinkAboutContract 46750 Cry&ECRETAW
COWRACT NO
STATE OF TEXAS §
COUNTY OF TARRANT §
LOAN AGREEMENT
This Loan Agreement ("Agreement") is made and entered into by and between the
CITY OF FORT WORTH ("City"), a home rule municipality organized under the laws of the
State of Texas, and PRECISION PROJECTS INTERNATIONAL, LLC ("Developer"), a
Texas limited liability company. City and Developer may be referred to individually as a
"Party" and jointly as "the Parties".
RECITALS
A. On or about September 7, 1979 the City entered into that certain Urban
Development Action Grant Agreement with the United States Department of Housing and Urban
Development ("HUD"), UDAG Grant No. B-79-AA-48-0013, for use in acquiring land and
constructing a parking garage located under General Worth Park in downtown Fort Worth (City
Secretary Contract No. 10610) (the "UDAG Grant Agreement"), as more specifically set forth
in the UDAG Grant Agreement. The City has leased the parking garage pursuant to and in
accordance with that certain Lease Agreement ("Parking Garage Lease") dated on or about
May 22, 1980 by and between the City and Hunt Hotel/Fort Worth, Ltd. (City Secretary Contract
No. 11085, as amended and assigned). Rental revenues from the Parking Garage Lease are
deemed "Grant Revenues" under the UDAG Grant Agreement (the "UDAG Grant Fund
Proceeds"). The UDAG Grant Agreement allows the City to use the UDAG Grant Fund
Proceeds for community or economic development activities eligible for assistance under Title I
of the Housing and Community Development Act of 1974, 42 USC 5301 et seq., as amended
(the "Act").
B. Developer owns the historic Parker Browne Building located at 1212 East
Lancaster Avenue (the "Property") as more specifically depicted in the attached Exhibit "A" —
May and Property Description, made a part of this Agreement for all purposes. Developer
proposes to renovate the historic building located on the Property for office and retail space by
investing $2,100,000.00 in real property improvements, excluding purchase costs (the
"Project"). A summary of the Project is set forth in the attached Exhibit "B" — Project
Summary, made a part of this Agreement for all purposes.
C. Developer has requested a loan from the City in the amount of $350,000.00 to
�u help Developer offset the costs of the Project. City is willing to make such loan to Developer
� pursuant to and in accordance with this Agreement.
m
m D. One of the strategic goals of the City's 2014 Comprehensive Plan, adopted by the
City Council on March 18, 2014 pursuant to Ordinance No. 21164-03-2014 , is to strengthen the
ZCity's economic base, develop the future workforce, and create quality job opportunities.
FOFFICIAL RECORD
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E. The Project meets the federal requirements for a special economic development
activity under the Community Development Block Grant ("CDBG") regulations and will
accomplish the public benefit of furthering a CDBG national objective of promoting activities
that benefit low and moderate income residents by creating permanent, full-time jobs. The
Project is located in a CDBG-eligible area and includes private investment.
F. Developer has represented to City, and on the basis of such representation City
finds, that the Project will meet the requirements of the UDAG Regulations for use of UDAG
Grant Fund Proceeds.
NOW, THEREFORE, in consideration of the mutual covenants and obligations and
responsibilities contained herein, including all Exhibits and Attachments, and subject to the
terms and conditions hereinafter stated, the Parties understand and agree as follows:
AGREEMENT
1. INCORPORATION OF RECITALS.
City and Developer hereby agree that the Recitals set forth above are true and correct and
form the basis upon which the Parties have entered into this Agreement.
2. DEFINITIONS.
In addition to terms defined in the body of this Agreement, the following terms shall have
the definitions ascribed to them as follows:
Affiliate means (i) all entities under common control with, controlled by or controlling
Developer; and (ii) all entities in which Developer and/or Developer's affiliated entities own an
interest. For purposes of this definition, "control" means 50% or more of the ownership,
determined by either value or vote.
Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity
Ordinance, Ordinance No. 20020-12-2011.
CDBG has the meaning ascribed to it in Recital E.
CDBG Rel4ulations means those regulations set forth at 24 CFR Part 570.
Certificate of Completion has the meaning ascribed to it in Section 5.5
Completion Date means the that the Project is substantially complete as evidenced by (i)
a the report attached as Exhibit "F" — Project Completion Report made a part of this
Agreement for all purposes, (ii) a temporary Certificate of Occupancy issued by the City by
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December 31, 2015, and (iii) a final Certificate of Occupancy issued by the City by the
Completion Deadline.
Completion Deadline means March 31, 2016.
Deed of Trust means the deed of trust from Developer in favor of City covering the
Property and securing the indebtedness evidenced therein and Developer's performance of the
requirements of this Contract and of the UDAG Regulations. The form of the Deed of Trust is
attached as Exhibit "D"—Loan Documents, made a part of this Agreement for all purposes.
Director means the Director of the City's Neighborhood Services Department.
Effective Date means June 12, 2015.
Force Majeure means an event beyond a Party's control, including, without limitation,
acts of God, fires, strikes, national disasters, wars, terrorism, riots, material or labor restrictions,
and, with respect to Developer, unreasonable delays by the City in issuing any permits with
respect to the Project or inspection of any of part of the Project (taking into account the City's
then-current workload with respect to the issuance of permits or the conducting of inspections),
but shall not include construction delays caused due to purely financial matters involving any
entity, including, but not limited to, Developer, such as, without limitation, delays in the
obtaining of adequate financing.
Funds means the UDAG Grant Fund Proceeds provided by City to Developer under the
terms of this Agreement.
HUD means the United States Department of Housing and Urban Development.
Loan has the meaning ascribed to it in Section 4.
Loan Documents means all security instruments which Developer or any other party has
executed and delivered to City including without limitation, the Promissory Note and Deed of
Trust, or any other similar security instruments evidencing, securing or guaranteeing the City's
interest in the Project and the Property being renovated under this Agreement, and further
evidencing, securing, or guaranteeing Developer's performance of the Project requirements, as
the same may from time to time be extended, amended, restated, supplemented or otherwise
modified.
Maturity Date means the date this Agreement is terminated pursuant to Section 8 hereof.
Promissory Note means any note in the amount of the Funds executed by Developer
payable to the order of City, as the same may from time to time be extended, amended, restated,
supplemented or otherwise modified. The form of the Promissory Note is attached as Exhibit
"D"—Loan Documents, made a part of this Agreement for all purposes.
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Property has the meaning ascribed to it in Recital B and as more particularly described
in Exhibit "A" —Map and Property Description.
Project has the meaning ascribed to it in Recital B and as more particularly described in
Exhibit "B" — Project Summary.
Reimbursement Request has the meaning ascribed to it in Section 4.4.
Traininlz ProlZram Completion Deadline means December 31, 2017.
UDAG means Urban Development Action Grant, the grant program of the same name
administered by HUD.
UDAG Grant Agreement has the meaning ascribed to it in Recital A.
UDAG Grant Fund Proceeds has the meaning ascribed to it in Recital A.
UDAG Regulations means the Act and all other laws, rules, regulations, and contractual
obligations pertaining to UDAG and the use of the UDAG Grant Fund Proceeds.
3. TERM.
3.1. Term of Agreement.
The term of this Agreement commences on the Effective Date and terminates in
5 years unless earlier terminated as provided in this Agreement.
3.2 Term of Loan.
The term of the Loan commences on the date of the Promissory Note and
terminates in 5 years unless earlier terminated as provided in this Agreement. In the
event that the Loan is subject to repayment as required in this Agreement, the Loan must
be repaid within 2 years of the date this Agreement is terminated pursuant to Section 8
hereof.
4. LOAN.
4.1. Amount.
The City will loan Developer up to $350,000.00 of UDAG Grant Fund Proceeds
in the form of a forgivable deferred payment loan for the Project on the terms and
conditions set forth herein and in the Loan Documents.
4.2. Change in Proiect BudlZet.
Developer is obtaining 2 loans from Frost Bank, N.A. totaling approximately
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$2,600,000.00 million for construction and permanent financing for the Project (the
"Frost Bank Loans"). Developer agrees to utilize the Funds provided under this
Agreement to supplement rather than supplant funds otherwise available for construction
of the Project. It is further agreed by the Parties that Developer contemplates applying
for federal and/or state historic tax credits.
4.3. Loan Terms and Conditions.
4.3.1. As a condition precedent to receipt of any Funds, Developer must
execute the Promissory Note, Deed of Trust, and any other Loan
Documents required by the City.
4.3.2. Developer shall pay all costs associated with closing the Loan
including furnishing City with a Lender's Title Insurance Policy in
the amount of the Loan.
4.3.3. Developer will ensure that the City's lien under the Loan Documents
will be subordinate only to the Frost Bank Loans during the term of
the Loan, unless otherwise approved in writing by City. City must
approve in writing any secured financing pertaining to the Project
that is to be subordinate to City's Loan.
4.3.4. The Loan is a forgivable deferred payment loan. Repayment of the
Funds will only be required if(i) Developer fails to expend at least
$2,100,000.00 in real property improvements for the Project (which
amount may include the Funds), by the Completion Date; or (ii)
Developer does not otherwise comply with the terms of this
Agreement, the Loan Documents, or the UDAG Regulations.
4.3.5. Early repayment of the Loan shall not relieve Developer of its
obligations under this Agreement or compliance with UDAG
Regulations, CDBG Regulations or other applicable HUD
regulations. The Deed of Trust shall secure both repayment of the
Loan and performance by Developer of such obligations.
4.4. Draws on Loan Funds.
Funds will be disbursed to Developer on a reimbursement basis upon City's
approval of Developer's written request and receipt by the City of the following
documentation relating to work undertaken on the Project for which reimbursement is
sought (each a "Reimbursement Request"). The Funds will be disbursed in accordance
with Exhibit "C" —Reimbursement Schedule.
4.4.1. Invoice Form.
Developer shall submit an invoice form that states the amount of Funds
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requested for reimbursement in the submitted request, and the cumulative
Reimbursement Requests made to date (inclusive of the current Reimbursement
Request). This form shall be in substantially the same form as that set forth in the
attached Exhibit "E" — Invoice Form, made a part of this Agreement for all
purposes. This report must be signed by an authorized signatory of Developer.
By signing such form, Developer is certifying that the costs are valid, eligible, and
consistent with the terms and conditions of this Agreement, and the data
contained in the report is true and correct.
4.4.2. Project Completion Report.
Developer will submit a Project Completion Report in substantially the
same form as that set forth in the attached Exhibit "F" — Proiect Completion
Report, made a part of this Agreement for all purposes. .
4.4.3. Supporting Documentation.
Developer will also supply the City with any supporting documentation
requested by City to verify the information set forth in the documentation
submitted pursuant to Sections 4.4.1 and 4.4.2, including, but not limited to, final
lien waivers signed by Developer's general contractor or subcontractors, if
applicable; (ii) copies of all City permits and City-issued "pass" inspections for
such work; and (iii) documentation to show compliance with BDE or DBE
bidding process for such work, if applicable.
4.4.4. Withholding of Funds.
IF THE REQUIRED REPORTS AND APPROPRIATE
SUPPORTING DOCUMENTATION ARE NOT RECEIVED WITHIN THE
TERM OF THIS AGREEMENT, CITY SHALL HAVE NO OBLIGATION
TO MAKE PAYMENT OF ANY REIMBURSEMENT REQUEST. Failure
to submit required reports shall be an event of default.
4.5. Identify Project Expenses Paid with Funds.
Developer will keep accounts and records in such a manner that City may readily
identify and account for Project expenses reimbursed with Funds. These records shall be
made available to City for audit purposes and shall be retained as required hereunder.
4.6. Acknowledgement of City Payment of Funds.
Within 30 calendar days of the Completion Date, an officer of Developer shall
execute an acknowledgement that City has paid all Funds due under this Agreement, or
shall deliver a document executed by an officer of Developer identifying all or any
portion of the Funds that City has not paid to Developer. Once City has met all of its
obligations for payment of the Funds, an officer of Developer shall execute an
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acknowledgment of same.
5. PROJECT.
5.1. Completion of Project.
5.5.1. Real Property Improvements.
Developer must expend at least $2,100,000.00 in real property
improvements for the Project, which amount includes the Funds, and obtain a
temporary Certificate of Occupancy from the City by December 31, 2015.
Construction of the Project must pass all applicable City-required inspections
during the construction period, and receive a final Certificate of Occupancy from
City by the Completion Deadline.
5.2 Employment Requirements.
Developer must make reasonable efforts to employ a minimum of 20 new or
relocated Full-Time Employees ("FTEs") at the facility on the Property or at 1200 East
Lancaster Avenue by the end of the Loan term. Current employees relocated from 1200
East Lancaster Avenue to the Property will not count toward the employment goal. In
order to demonstrate compliance with the requirements of this Section, Developer shall
provide the City with an annual employment report that sets forth information as to the
FTEs employed by Developer during the 12 months covered by such report. The report
shall be in the form attached as Exhibit "G" — Annual Evaluation Report, made a part
of this Agreement for all purposes. This annual report must be received by City on or
before the 15th day of the month following the end of the 12 months covered by the
report. In the event that the 15th day of the month in which such a report is due falls on a
weekend or a City holiday, the report shall be due the next business day. At the City's
request, Developer shall provide any additional documents or records reasonably
necessary for the City to verify the employment requirements for the Project. Developer
must maintain copies of all such documentation for 5 years following expiration of this
Agreement. This Section 5.2 shall survive expiration or earlier termination of this
Agreement.
5.2.1 Joint Training Program for the Homeless
Developer agrees to create and operate a joint training program for the
homeless with a local non-profit service provider for a minimum of 1 year by the
Training Program Completion Deadline.
5.3 Subcontracting with Small and Minority Firms, Women Business
Enterprises Commitment.
For procurement contracts $50,000.00 or larger, Developer agrees to use its best
efforts to comply with the City's policy to involve Minority Business Enterprises and
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Small Business Enterprises and to provide them equal opportunity to compete for
contracts for construction, provision of professional services, purchase of equipment and
supplies and provision of other services required by City. Developer agrees to
incorporate the City's BDE Ordinance, and all amendments or successor policies or
ordinances thereto, into all contracts and subcontracts for procurement $50,000.00 or
larger, and will further require all persons or entities with which it so contracts to agree to
use best efforts to comply with said ordinance.
It is national policy to award a fair share of contracts to disadvantaged business
enterprises ("DBEs"), small business enterprises ("SBEs"), minority business enterprises
("MBEs"), and women's business enterprises ("WBEs"). Accordingly, affirmative steps
must be taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized when possible
as sources of supplies, equipment, construction and services.
5.4. Issuance of Certificate of Completion for Project.
Within 60 calendar days following receipt by the City of the final construction
spending report for the Project, and assessment by the City of the information contained
therein, if the City is able to verify that Developer expended at least $2,100,000.00 in
eligible construction costs for the Project by the Completion Date and that the
Completion Date occurred on or before the Completion Deadline, the Director will issue
Developer a certificate stating the aggregate amount of construction costs expended on
the Project and certifying the Completion Date (the "Certificate of Completion").
5.5. Inspections.
At any time during normal office hours throughout the term of this Agreement, and
following reasonable notice to Developer, Developer shall provide City access to the
Property and any improvements thereon, including the Project, in order for City to inspect
the Project to ensure compliance with the terms and conditions of this Agreement.
Developer shall cooperate fully with City during any such inspection and/or evaluation.
Notwithstanding the foregoing, Developer shall have the right to require that any City
representative be escorted by Owner's security personnel while on the Property.
5.6. Approval by City Not Release of Responsibility.
Approval by the City of any plans and specifications relating to the Project shall
not constitute or be deemed (i) to be a release of the responsibility or liability of
Developer or any of its contractors, their respective officers, agents, employees and
subcontractors, for the accuracy or the competency of the plans and specifications,
including, but not limited to, any related investigations, surveys, designs, working
drawings and specifications or other documents; or (ii) an assumption of any
responsibility or liability by City for any negligent act, error or omission in the conduct or
preparation of any investigation, surveys, designs, working drawings and specifications
or other documents by Developer or any of its contractors, and their respective officers,
agents, employees and subcontractors.
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5.7. Other Laws.
The failure to list any federal, state or City ordinance, law or regulation that is
applicable to Developer does not excuse or relieve Developer from the requirements or
responsibilities in regard to following the law, nor from the consequences or penalties for
Developer's failure to follow the law, if applicable.
6. AUTHORITY TO EXECUTE AGREEMENT.
Developer represents that it possesses the legal authority, pursuant to any proper,
appropriate and official motion, resolution or action passed or taken, to enter into this Agreement
and to perform the responsibilities herein required.
7. AUDITS BY THE CITY.
City reserves the right to perform an audit of Developer's Project operations and finances
at any time during the term of this Agreement and for 5 years thereafter, if City determines that
such audit is necessary for City's compliance with the CDBG Regulations or other City policies,
and Developer agrees to allow access to all pertinent materials as described herein. If such audit
reveals a questioned practice or expenditure, such questions must be resolved within 15 business
days after notice to Developer of such questioned practice or expenditure. If questions are not
resolved within this period, City reserves the right to withhold further funding under this and/or
other contract(s) with Developer. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED
THAT DEVELOPER HAS FALSIFIED ANY DOCUMENTATION OR MISUSED,
MISAPPLIED OR MISAPPROPRIATED THE FUNDS OR SPENT FUNDS ON ANY
INELIGIBLE ACTIVITIES, DEVELOPER AGREES TO REIMBURSE CITY THE
AMOUNT OF SUCH MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY
OR OTHER CHARGE LEVIED AGAINST CITY BY HUD BECAUSE OF SUCH
ACTIONS.
8. DEFAULT AND TERMINATION.
8.1. Failure to Complete the Project
If Developer does not meet the minimum investment amounts set forth in this
Agreement by December 31, 2015, City will have the right to terminate this Agreement
immediately upon provision of written notice to Developer. In this event, Developer
shall forfeit all rights to the Loan.
8.2. Failure to Meet Training Program Requirements.
If Developer fails to meet the training program requirements pursuant to and in
accordance with Section 5.2.1 of this Agreement, City will have the right to terminate
this Agreement upon provision of written notice to Developer. In this event, Developer
shall forfeit all rights to the Loan and shall repay any Funds it has received within 2 years
of the effective date of termination.
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8.3. In General.
Unless specifically provided otherwise in this Agreement, Developer shall be in
default hereunder if Developer breaches any term or condition of this Agreement. In the
event that such a breach remains uncured after 30 calendar days following written notice
by City (or such other notice period as may be specified herein) or, if Developer has
diligently and continuously attempted to cure following receipt of such written notice but
reasonably required more than 30 calendar days to cure, and such breach remains uncured
for such period as may be determined by both Parties mutually and in good faith, City
shall have the right to terminate this Agreement immediately upon provision of written
notice to Developer. In this event, Developer shall forfeit all rights to the Loan.
8.4. No Funds Disbursed while in Breach.
Developer understands and agrees that no Funds will be disbursed by the City at
any time that Developer is in default under this Agreement, even if Developer has
additional time to cure or is attempting cure such default.
8.5. By Developer for Convenience.
Developer may terminate this Agreement for any reason by providing at least 30
calendar days' written notice to the City.
8.6. Dissolution of Developer.
In the event Developer is dissolved or ceases to exist, this Agreement shall
immediately terminate effective as of the date of Developer's dissolution or cessation of
existence.
9. REPAYMENT OF FUNDS.
In the event that this Agreement is terminated for any reason pursuant to Section 8 above,
Developer must repay any Funds received hereunder within 2 years of the effective date of
termination. If Developer fails to repay any such Funds, the City shall have the right to exercise
all legal remedies available to it under this Agreement and the Loan Documents. Upon
satisfaction of all of Developer's requirements hereunder, City will return the Promissory Note
marked "Paid" and, at Developer's expense, will execute and deliver to Developer a release of
lien in recordable form.
10. ASSIGNMENT.
This Agreement shall inure to the benefit of and is binding on the Parties and their
respective legal representatives, successors and assigns. Developer shall not assign all or any
part of its rights, privileges, or duties under this Agreement without City's prior written consent;
provided however, Developer may assign its rights hereunder to any Affiliate who assumes in
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writing all of Developer's obligations hereunder but only after delivering at least 30 days written
notice of such assignment to City. Any such assignment will not release Developer from its
obligations under this Agreement. Any attempted assignment of this Agreement to other than an
Affiliate without City's written consent shall be void, and shall constitute a breach of this
Agreement.
11. INDEMNIFICATION AND RELEASE.
DEVELOPER, AT NO COST TO THE CITY, AGREES TO DEFEND, INDEMNIFY
AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,
HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND
EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE
OCCASIONED BY (i)DEVELOPER'S BREACH OF ANY OF THE TERMS OR
PROVISIONS OF THIS AGREEMENT OR (ii)ANY NEGLIGENT ACT OR OMISSION OR
INTENTIONAL MISCONDUCT OF DEVELOPER, ITS OFFICERS, AGENTS,
ASSOCIATES, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR INVITEES,
RELATED TO THE PROJECT, THE PROPERTY, AND ANY OPERATIONS AND
ACTIVITIES THEREON, OR THE PERFORMANCE OR NON-PERFORMANCE OF
THIS AGREEMENT OTHERWISE. THIS SECTION SHALL SURVIVE ANY
TERMINATION OR EXPIRATION OF THIS AGREEMENT.
DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS AND SUB-
CONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS A
RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME
FORMAS ABOVE.
12. INSURANCE AND BONDING.
Developer will maintain coverage in the form of insurance or bond in the amount of
$350,000.00 to insure against loss from the fraud, theft or dishonesty of any of Developer's
officers, agents, trustees, directors or employees. The proceeds of such insurance or bond shall
be used to reimburse City for any and all loss of Funds occasioned by such misconduct. To
effectuate such reimbursement, such fidelity coverage shall include a rider stating that
reimbursement for any loss or losses shall name the City as a Loss Payee.
Developer shall furnish to City, in a timely manner, and prior to the start of construction,
certificates of insurance as proof that it has secured and paid for policies of commercial
insurance as specified herein. If City has not received such certificates as set forth herein,
Developer shall be in default of the Contract and City may at its option, terminate the
Agreement.
Such insurance shall cover all insurable risks incident to or in connection with the
execution, performance, attempted perfonnance or nonperformance of this Agreement.
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Developer shall maintain, or require its general contractor to maintain, the following coverages
and limits thereof set forth in Exhibit "I" — Insurance Requirements at the limits specified
therein. Developer shall maintain its insurance with underwriters authorized to do business in the
State of Texas and which are satisfactory to the City.
13. LITIGATION AND CLAIMS.
Developer shall give the City immediate notice in writing of any action, including any
proceeding before an administrative body, filed against Developer in conjunction with this
Agreement or the Project. Developer shall furnish immediately to City copies of all pertinent
papers received by Developer with respect to such action or claim. Developer shall provide a
notice to City within 10 days upon filing under any bankruptcy or financial insolvency provision
of law.
14. NOTICE.
All notices required or permitted by this Agreement must be in writing and are deemed
delivered on the earlier date of the date actually received or the third day following deposit in a
United States Postal Service post office or receptacle; with proper postage, certified mail return
receipt requested; and addressed to the other Party at the address set out below or at such other
address as the receiving Party designates by proper notice to the sending Party.
City:
City of Fort Worth
Attention: Assistant Director
Neighborhood Services Department
1000 Throckmorton St.
Fort Worth, TX 76102
Telephone: 817-392-7540
With a copy to:
City of Fort Worth
Attention: City Attorney
1000 Throckmorton St.
Fort Worth, TX 76102
Telephone: 817-392-7600
DEVELOPER:
Precision Projects International, LLC
Attention: Robert M McCarty Sr., Managing Member
8208 Bella Flora Drive
Fort Worth, TX 76126
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15. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement, the City does not waive or surrender
any of it governmental powers or immunities.
16. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired.
17. NO WAIVER.
The failure of either Party to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's
right to insist upon appropriate performance or to assert any such right on any future occasion.
18. VENUE AND JURISDICTION.
Venue for any action, whether real or asserted, at law or in equity, arising out of the
execution, performance, attempted performance or non-performance of this Agreement shall lie
in state courts located in Tarrant County, Texas or the United States District Court for the
Northern District of Texas — Fort Worth Division. This Agreement shall be construed in
accordance with the laws of the State of Texas.
19. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of City and
Developer, and any lawful assign or successor of Developer, and are not intended to create any
rights, contractual or otherwise, to any other person or entity.
20. FORCE MAJEURE.
Subject to any UDAG Regulations and any other applicable rules and regulations of
HUD, it is expressly understood and agreed by the Parties that if the performance of any
obligation hereunder is delayed on account of an event of Force Majeure, the Party so obligated
will be excused from doing the same for an amount of time equal to the duration of the event of
Force Majeure.
21. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of this
Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly
for or against any Party, regardless of the actual drafter of this Agreement.
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22. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and shall
not be deemed a part of this Agreement.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the Exhibits attached hereto and any documents incorporated
herein by reference, contains the entire understanding and agreement between the City and
Developer as to the matters contained herein. Any prior or contemporaneous oral or written
agreement is hereby declared null and void to the extent in conflict with any provision of this
Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be
amended unless executed in writing by both.
23. COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which shall be
considered an original, but all of which shall constitute one instrument which may be sufficiently
evidenced by one counterpart.
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Loan Agreement(UDAG Grant Fund Proceeds) Page 14
Precision Projects International, LLC— 1212 E. Lancaster Rev. 6.12.2015
EXECUTED to be effective as of the Effective Date:
CITY OF FORT WORTH:
By:
Fernando Costa, Assistant City Manager
APPROV D AS TO FORM AND LEGALITY:
By: GQ—
Vicki S. Ganske, Senior Assistant City Attorney
ATTE FOP
By:
i Sec et
M&C: C-2 Date: 3/25/2014 ��/
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STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on2015 by
Fernando Costa, Assistant City Manager of the City of Fort Worth, on behalf the City of Fort
Worth.
7RIKINYA L. JOHNSON
P�e`�= Notory public,Stafa of Texas
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OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Loan Agreement(UDAG Grant Fund Proceeds) Page 15
Precision Projects International, LLC— 1212 E. Lancaster Rev. 6.12.2015
PRECISION PROJECTS INTERNATIONAL, LLC
a Texas limited liability company,
By:
Robert cCarthy, Mana 'ng Member
STATE OF TEXAS §
COUNTY OF TARRANT § I
This instillment was acknowledged before me on ` � 2014 by
Robert M. McCarthy, Ma naging Member of Precision Projects International, L LC, a Texas
limited liability company, on behalf of said entit
STEFANIE MATHEWS
Notary Public
'= State et Texas Notary Public, t e of Texas
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OFFICIAL RECORD
CITY SECRETARY
FT,WORTH,TX
Loan Agreement(UDAG Grant Fund Proceeds) Page 16
Precision Projects International, LLC— 1212 E. Lancaster Signature Page
EXHIBITS
Exhibit "A" —Map and Property Description
Exhibit "B" —Project Summary
Exhibit "C"—Reimbursement Schedule
Exhibit "D"—Loan Documents
Exhibit "E"—Invoice Form
Exhibit "F"—Project Completion Report
Exhibit "G"—Annual Evaluation Report
Exhibit "H"—Intentionally Omitted
Exhibit "I"—Insurance Requirements
Loan Agreement (UDAG Grant Fund Proceeds) Page 17
Precision Projects International, LLC— 1212 C.Lancaster Rev. 6.12.201
EXHIBIT "A"
MAP AND PROPERTY DESCRIPTION
PRECISION PROJECTS INTERNATIONAL, LLC,
1212 E. LANCASTER AVENUE
PROPERTY DESCRIPTION
Being Lot 5R2, Block 88 of TEXAS AND PACIFIC RAILWAY ADDITION, an Addition to the City of Fort
Worth,Tarrant County, Texas, according to the Plat thereof filed October 30, 2009, recorded under cc#
D209287148, Real Property Records, Tarrant County, Texas.
FORTAbiz i ti PRECISION PROJECTS INTERNATIONAL,LLC
1212 East Lancaster Avenue,Fort Worth,Texas 76102
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Copyright 2014 City of Fort Worth.Unauthorized reproduction is a violation of applicable lams.This product is
for informational purposes and may not have been prepared for or be suitable for legal, engineering.or
surveying purposes.it does not represent an on-the-Wound survey and represents only the approximate relative
location of property boundaries.The City of Fort Worth assumes no responsibility for the accuracy of said data.
S
UDAG Loan—Exhibit"A"—Map and Property Description i Page I
Precision Projects International,LLC— 1212 E.Lancaster Avenue Rev.6-15-15
EXHIBIT "B"
PROJECT SUMMARY
PRECISION PROJECTS INTERNATIONAL, LLC
1212 EAST LANCASTER AVENUE
Capitalized terms not defined herein shall have meanings assigned to them in the Loan
Agreement.
DESCRIPTION:
Developer proposes to renovate the historic Parker Browne Building located at 1212 East Lancaster Avenue in
the Near Eastside Urban Village for office and retail space. Impact Promotional Services, LLC d/b/a Got You
Covered Work Wear& Uniforms, currently located at 1200 East Lancaster Avenue, will relocate its office and
retail operations to the Parker Browne building along with Marketocracy, Inc., an investment firm.
Marketocracy, Inc. and its affiliates currently have offices in Keller and 3 out of state locations which it will
relocate to the Parker Browne Building. Cheyenne Construction Company will relocate its offices to the
former Got You Covered space at 1200 East Lancaster Avenue. In addition to the renovation, Developer will
collaborate with a local non-profit service provider to establish a training program for the homeless that it will
operate for a minimum of a year.
The total development cost for the renovation will be approximately $2,864,192.00.
SPECIFIC PURPOSE:
The specific purpose of the Project is to increase employment opportunities in a CDBG-eligible
area and be a CDBG economic development project which includes private investment.
PROJECT OBJECTIVES:
The Project will provide approximately 20 new or relocated full-time jobs. The Project will also
restore the historic Parker Brown Building located in the Central City.
UDAG Loan—Exhibit"B"—Project Summary Page 1
Precision Proiects International. LLC— 1212 E. Lancaster Avenue Rev.6-15-2015
EXHIBIT "C"
REIMBURSEMENT SCHEDULE
PRECISION PROJECTS INTERNATIONAL, LLC
1212 EAST LANCASTER AVENUE
Milestone Payment Amount
Within 60 days of Developer's written notice to City of 5150,000.00
issuance of temporary Certificate of Occupancy
Within 60 days of Developer's written notice to City for
payment 1 year after issuance of temporary Certificate of $ 50,000.00
Occupancy
Within 60 days of Developer's written notice to City for
payment 2 years after issuance of temporary Certificate of $ 50,000.00
Occupancy
Within 60 days of Developer's written notice for payment
after the requirements of the joint training program for the $100,000.00 (Training Payment)
homeless described in Section 5.2.1. have been met
TOTAL LOAN PROCEEDS $350,000.00
UDAG Loan—Exhibit"C"—Reimbursement Schedule Page 1
Precision Products International,LLC— 1212 E. Lancaster
EXHIBIT "D"
LOAN DOCUMENTS
PRECISION PROJECTS INTERNATIONAL, LLC
Loan Agreement(l1DAG Grant Fund Proceeds) Page 18
Precision Projects International, LLC— 1212 E. Lancaster Rev. 6.12.201
PROMISSORY NOTE
Date: June 12, 2015
Borrower: Precision Projects International, LLC, a Texas limited liability company
Borrower's Mailing Address:
Attn: President/CEO
8208 Bella Flora Dr.
Fort Worth, TX 76126
Lender: City of Fort Worth, Texas, a Texas municipality
Place for Payment:
c/o Director, Neighborhood Services Department
1000 Throckmorton St.
Fort Worth, Tarrant County,TX 76102
or at any other place that Lender may designate in writing
Principal Amount: $350,000.00
Loan Authority:
The loan evidenced by the Note (the "Loan") and secured by this Deed of Trust is being
made pursuant to grant proceeds connected to that certain Urban Development Action
Grant ("UDAG") Agreement between the City of Fort Worth and the United States
Department of Housing and Urban Development ("HUD"), UDAG Grant No. B-79-AA-
48-0013 (City Secretary Contract No. 10610), for authorized community or economic
development activities eligible for assistance under Title I of the Housing and
Community Development Act of 1974, 42 USC 5301 et seq., as amended (the "UDAG
Program").
Annual Interest Rate: Zero Percent(0%)
Maturity Date: as described in that certain Loan Agreement between Borrower and
Lender, as City Secretary Contract No. 46750, a public document on file
in the Office of the City Secretary, City of Fort Worth, 1000
Throckmorton, Fort Worth, TX 76102 (the"Loan Agreement')
Annual Interest Rate on Matured, Unpaid Amounts: 12%
Terms of Payment (principal and interest):
The Principal Amount is a forgivable deferred payment loan. Payment of the Principal
Amount will only be required if Borrower does not comply with the terms of the Loan
Agreement, this Note, the Deed of Trust and any other instrument evidencing or securing
the Loan (collectively, the "Loan Documents").
Promissory Note(UDAG Funds) Page 1
Precision Projects International,LLC Rev. 06.12.2015
On performance of the obligations described in the Agreement including the
requirements of the UDAG program, and the terms and conditions of the Loan
Documents, the Loan will be forgiven.
Security for Payment:
This Note is secured by a Deed of Trust of even date from Borrower to Vicki S. Ganske,
Trustee, or Leann D. Guzman, Trustee,which covers the following real property:
Being Lot 5R2, Block 88 of TEXAS AND PACIFIC RAILWAY ADDITION, an
Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat filed on
October 30, 2009, recorded under Clerk's File No. D209287148, Real Property Records,
Tarrant County, Texas (the "Property'')
Other Security for Payment: None
Prior Lien:
The indebtedness evidenced by this Note is and shall be subordinate in right of payment to
the prior payment in full of the indebtedness evidenced by (i) that certain Promissory Note
dated June 12,2015 made by Borrower and payable to Frost Bank, a Texas state bank("Frost
Bank") from the loan by Frost Bank to Grantor in the original principal amount of
$1,325,799.00; and (ii) that certain Promissory Note dated June 12, 2015 made by Grantor
and payable to Frost Bank evidencing the indebtedness from the subordinate loan by Frost
Bank to Grantor in the original principal amount of $1,289,250.00 as more particularly
described in that certain Subordination Agreement dated as of June 12, 2015 among Frost
Bank, the Lender, and Borrower (the "Subordination Agreement"). The Deed of Trust
securing this Note is and shall be subject and subordinate in all respects to the liens, terms,
covenants and conditions of the deeds of trust securing the loans from Frost Bank as more
fully set forth in the Subordination Agreement. The rights and remedies of the payee and
each subsequent holder of this Note under the Deed of Trust securing this Note are subject to
the restrictions and limitations set forth in the Subordination Agreement. Each subsequent
holder of this Note shall be deemed, by virtue of such holder's acquisition of the Note, to
have agreed to perform and observe all of the terms, covenants and conditions to be
performed or observed by the Subordinate Lender under the Subordination Agreement.
Subject to the terms of the Subordination Agreement and any cure periods provided in the
documents evidencing the indebtedness to Frost Bank (collectively, the "Senior
Indebtedness"), if there is a default in payment of any part of principal or interest of the
Senior Indebtedness or a breach of any covenants contained in any instruments securing
it, the debt evidenced by this Note will immediately become payable at the option of
Lender. If Borrower fails to perform any of Borrower's obligations in the promissory
notes evidencing the Senior Indebtedness or in any instruments securing same, and to the
extent allowed by the Subordination Agreement, Lender may perform those obligations
and be reimbursed by Borrower, on demand, at the Place for Payment for any amounts
advanced, including attorney's fees, plus interest on those amounts from the date of
Promissory Note(UDAG Funds) Page 2
Precision Projects International,LLC Rev. 06.12.2015
payment at the Annual Interest Rate on Matured, Unpaid Amounts. The amount to be
reimbursed will be secured by all instruments securing this Note.
If the Principal Amount is not forgiven,Borrower promises to pay to the order of Lender
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,
Borrower promises to pay any unpaid principal balance plus interest at the Annual Interest Rate
on Matured,Unpaid Amounts.
If Borrower defaults in the payment of this Note or in the performance of its obligations
under the Agreement or any other Loan Documents, Lender may declare the unpaid principal
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 maturity, notice of acceleration of maturity,protest,
and notice of protest, to the extent permitted by law.
Notwithstanding anything to the contrary, if a monetary event of default occurs under the
terms of any of the Loan Documents, prior to exercising any remedies Lender shall give Borrower
written notice of such default. Borrower shall have a period of 7 days after such notice is given
within which to cure the default prior to exercise of remedies by Lender under the Loan Documents.
Notwithstanding anything to the contrary, if a non-monetary event of default occurs under the terms
of any of the Loan Documents, prior to exercising any remedies, Lender shall give Borrower written
notice of such default. If the default is reasonably capable of being cured within 30 days, Borrower
shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan
Documents. If the default is such that it is not reasonably capable of being cured within 30 days,
and if Borrower(a)initiates corrective action within said period, and(b)diligently, continually, and
in good faith works to effect a cure as soon as possible, then Borrower shall have such additional
time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In
no event shall Lender be precluded from exercising remedies if its security becomes or is about to
become materially jeopardized by any failure to cure a default or the default is not cured within 180
days after the first notice of default is given.
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, taken, reserved, charged, or received under
law. Any interest in excess of that maximum amount will be credited on the Principal Amount
or, if the Principal Amount 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 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
Promissory Note(LTDAG Funds) Page 3
Precision Projects International,LLC Rev. 06.12.2015
provisions in this Note and all other instruments concerning 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 Agreement.
If any provision of this Note conflicts with any provision of the Agreement, the Deed of
Trust or any other Loan Document, the provisions of the Agreement will govern to the extent of
the conflict.
This Note will be construed under the laws of the state of Texas without regard to
choice-of-law rules of any jurisdiction.
This Note is a nonrecourse obligation of Borrower. Neither Borrower nor any other party
shall have any personal liability for repayment of the Loan described in Agreement. 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.
[SIGNATURE PAGE TO FOLLOW]
Promissory Note(LJDAG Funds) Page 4
Precision Projects International,LLC Rev. 06.12.2015
Precision Projects International, LLC,
A Texas limited liability company
By:
Robert M McCarty Sr., Managing Member
Promissory Note(UDAG Funds) Page 5
Precision Projects International,LLC Rev. 06.12.2015
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION
FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC
RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE
NUMBER
DEED OF TRUST
Terms
Date: June 12, 2015
Grantor: Precision Projects International, LLC, a Texas limited liability company
Grantor's Mailing Address:
Attn: Robert M McCarty Sr., President
8208 Bella Flora Drive
Fort Worth, TX 76126
Trustee: Vicki S. Ganske or Leann D. Guzman
Trustee's Mailing Address:
c/o City Attorney's Office
City of Fort Worth
1000 Throckmorton St.
Fort Worth,TX 76102
Lender: City of Fort Worth, Texas, a Texas municipality
Lender's Mailing Address:
c/o Neighborhood Services Department
1000 Throckmorton St.
Fort Worth, TX 76102
Loan Authority:
The loan evidenced by the Note (the "Loan") and secured by this Deed of Trust is being
made pursuant to grant proceeds connected to that certain Urban Development Action
Grant ("UDAG") Agreement between the City of Fort Worth and the United States
Department of Housing and Urban Development ("HUD"), UDAG Grant No. B-79-AA-
48-0013 (City Secretary Contract No. 10610), for authorized community or economic
development activities eligible for assistance under Title I of the Housing and
Community Development Act of 1974, 42 USC 5301 et seq., as amended (the "UDAG
Program").
Deed of Trust(UDAG Funds) Page 1
Precision Projects International,LLC--1212 E.Lancaster Rev.06.122015
Obligation
Note
Original principal amount: $350,000.00
Borrower: Precision Projects International, LLC, a Texas limited company
Lender: City of Fort Worth, Texas, a Texas municipality
Maturity Date: as described that certain Loan Agreement between Lender and
Borrower, City Secretary Contract No. 46750, a public document
on file in the Office of the City Secretary, City of Fort Worth, 1000
Throckmorton, Fort Worth, TX 76102 (the"Loan Agreement")
In addition, Obligation shall include compliance by Grantor with all requirements
set forth in the Loan Agreement and Section E.
Property (including any improvements):
Being Lot 5R2, Block 88 of TEXAS AND PACIFIC RAILWAY ADDITION, an
Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat thereof
filed October 20, 2009, recorded under Clerk's File No. D209287148, Real Property
Records,Tarrant County,Texas
Prior Lien:
The lien created by this Deed of Trust is and shall be subject and subordinate in all respects
to the liens, terms, covenants and conditions of. (i) the deed of trust securing that certain
Promissory Note dated June 12, 2015 made by Grantor and payable to Frost Bank, a Texas
state bank ("Frost Bank") evidencing the indebtedness from the loan by Frost Bank to
Grantor in the original principal amount of$1,325,799.00; and (ii) the second lien deed of
trust securing that certain Promissory Note dated June 12,2015 made by Grantor and payable
to Frost Bank evidencing the indebtedness from the loan by Frost Bank to Grantor in the
original principal amount of $1,289,250.00 as more particularly described in that certain
Subordination Agreement dated as of June 12, 2015 among Frost Bank, the Lender, and the
Grantor (the "Subordination Agreement'). The rights and remedies of Lender and each
subsequent assignee of the lien under this Deed of Trust are subject to the restrictions and
limitations set forth in the Subordination Agreement.
Subject to waiver, notice, grace and cure period, if any, if default occurs in payment of
any part of principal or interest of the obligations secured by the deeds of trust described
in (i) and (ii) above as more particularly described in the Subordination Agreement or in
observance of any covenants of the deeds of trust or other loan documents securing such
obligations, the entire debt secured by this Deed of Trust will immediately become
payable at the option of Lender to the extent permitted by the Subordination Agreement.
Deed of Trust(UDAG Funds) Page 2
Precision Projects International,LLC— 1212 E.Lancaster Rev.06.12.2015
Other Exceptions to Conveyance and Warranty:
Easements, rights-of-way, and prescriptive rights, whether of record or not; all presently
recorded and validly existing recorded instruments other than conveyances of the surface
fee estate that affect the Property; liens described in this Deed of Trust; and, taxes for the
current year.
For value received and to secure payment of the Obligation, 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 Warranty. On performance of the Obligation,
including payment of the Loan and all other amounts secured by this Deed of Trust and
performance of the requirements of the UDAG Program, 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:
1. Keep the Property in good repair and condition;
2. Pay all taxes and assessments on the Property before delinquency and provide proof
of payment of same upon request by 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. 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 10 days before expiration of the Required
Insurance Coverages;
5. Obey all laws, ordinances, and restrictive covenants applicable to the Property;
6. Keep any buildings occupied as required by the Required Insurance Coverages;
7. If the lien of this Deed of Trust is not a first lien, pay or cause to be paid all prior
lien notes and abide by or cause to be abided by all prior Lien instruments; and,
8. Notify Lender of any change of address.
Deed of Trust(UDAG Funds) Page 3
Precision Projects International,LLC—1212 E.Lancaster Rev.06.12.2015
S. Lender's Rights
1. Lender or Lender's mortgage servicer may appoint in writing a substitute trustee,
succeeding to all rights and responsibilities of Trustee.
2. If the proceeds of the Obligation 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. Lender may apply any proceeds received under the property insurance policies
either to reduce the Obligation or to repair or replace damaged or destroyed
improvements covered by the policy. If Lender reasonably determines that repairs
to the improvements are economically feasible, Lender will make the insurance
proceeds available to Grantor for repairs.
4. 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
Obligation 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 Obligation, to be applied to late charges, principal, or
interest in the order Lender in its discretion determines.
5. If Grantor fails to perform any of Grantor's obligations, subject to prior notice and
cure period, Lender may perform those obligations and be reimbursed by Grantor
on demand for any amounts so paid, including attorney's fees, plus interest on those
amounts from 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
Trust.
6. If there is a default on the Obligation or if Grantor fails to perform any of Grantor's
obligations and the default continues after any required notice of the default and the
time allowed to cure, Lender may:
a. Declare the unpaid principal balance and earned interest on the Obligation
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 Obligation.
Notwithstanding anything to the contrary, if a monetary event of default occurs under the
terms of any of the Loan documents, prior to exercising any remedies Lender shall give Grantor
Deed of Trust(UDAG Funds) Page 4
Precision Projects International,LLC — 1212 E.Lancaster Rev.06.122015
written notice of such default. Grantor shall have a period of 7 days after such notice is given
within which to cure the default prior to exercise of remedies by Lender under the Loan documents.
Notwithstanding anything to the contrary, if a non-monetary 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. If the default is reasonably capable of being cured within 30 days, Grantor
and each of the general and limited partners on behalf of Grantor shall have such period to effect a
cure prior to exercise of remedies by Lender under the Loan documents. If the default is such that it
is not reasonably capable of being cured within 30 days, and if Grantor(a) initiates corrective action
within said period,and(b) diligently,continually,and in good faith works to effect a cure as soon as
possible, then Grantor shall have such additional time as is reasonably necessary to cure the default
prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exercising
remedies if its security becomes or is about to become materially jeopardized by any failure to cure
a default or the default is not cured within ISO days after the first notice of default is given.
7. Lender may remedy any default without waiving it and may waive any default
without waiving any prior or subsequent default.
S. If the Property is acquired by Lender by foreclosure, Grantor's right to any
insurance policies and proceeds resulting from damage to the Property prior the acquisition shall
pass to Lender to the extent of the sums secured by this Deed of Trust immediately prior to the
acquisition.
9. Lender or its agents may make reasonable entries upon and inspections of the
Property. Lender shall give Borrower notice at the time of or prior to an inspection giving
reasonable cause for the inspection.
C. Trustee's Rights and Duties
If directed by Lender to foreclose this lien,Trustee 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 Prior Lien and to the Other Exceptions to
Conveyance and Warranty and without representation or warranty, 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, attorney's fees, and other
charges due and unpaid;
Deed of Trust(UDAG Funds) Page 5
Precision Projects International,LLC—1212 E.Lancaster Rev.06.12.2015
C. Any amounts required by law to be paid before payment to Grantor; and
d. To Grantor, any balance; and
4. Be indemnified, held harmless, and defended by Lender against all costs, expenses,
and liabilities incurred by Trustee for acting in the execution or enforcement of the trust created
by this Deed of Trust, which includes all court and other costs, including attorney's fees,
incurred by Trustee in defense of any action or proceeding taken 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 for forcible detainer.
2. Recitals in any trustee's deed conveying the Property will be presumed to
be true.
3. Proceeding under this Deed of Trust, filing suit for foreclosure, or pursuing any
other remedy will not constitute an election of remedies.
4. This lien will remain superior to liens later created even if the time of payment of
all or part of the Obligation is extended or part of the Property is released.
5. If any portion of the Obligation cannot be lawfully secured by this Deed of Trust,
payments 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 from
damages caused by public works or construction on or near the Property. After deducting any
expenses incurred, including attorney's fees and court and other costs, Lender will either release
any remaining amounts to Grantor or apply such amounts to reduce the Obligation. 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 threatened proceedings for
condemnation of all or part of the Property.
7. Grantor assigns to Lender absolutely, not only as collateral, all present and future
rent and other income and receipts from the Property. Grantor warrants the validity and
enforceability of the assignment. Grantor may as Lender's licensee collect rent and other income
and receipts as long as Grantor is not in default with respect to the Obligation or this Deed of
Trust. Grantor will apply all rent and other income and receipts to payment of the Obligation
and performance of this Deed of Trust, but if the rent and other income and receipts exceed the
amount due with respect to the Obligation and the Deed of Trust, Grantor may retain the excess.
If Grantor defaults in payment of the Obligation or performance of this Deed of Trust, Lender
Deed of Trust(UDAG Funds) Page 6
Precision Projects International,LLC— 1212 E.Lancaster Rev.06.12.2015
may terminate Grantor's license to collect rent and other income and then as Grantor's agent
may rent the Property and collect all rent and other income and receipts. Lender neither has nor
assumes any obligations as lessor or landlord with respect to any occupant of the Property.
Lender may exercise Lender's rights and remedies under this paragraph without taking
possession of the Property. Lender will apply all rent and other income and receipts collected
under this paragraph first to expenses incurred in exercising Lender's rights and remedies and
then to Grantor's obligations with respect to the Obligation and this Deed of Trust in the order
determined by Lender. Lender is not required to act under this paragraph, and acting under this
paragraph does not waive any of Lender's other rights or remedies. If Grantor becomes a
voluntary or involuntary debtor in bankruptcy, Lender's filing a proof of claim in bankruptcy
will be deemed equivalent to the appointment of a receiver under Texas law.
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 such excess 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, refunded. This provision overrides any conflicting provisions in this and all other
instruments concerning the debt.
9. In 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 includes all extensions, modifications, and renewals of the Note
and all amounts secured by this Deed of Trust.
12. Grantor agrees to (a) keep 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; (b) prepare financial accounting
records in compliance with generally accepted accounting principles consistently applied; and
(c), at Lender's request on reasonable notice from time to time, permit Lender to examine and
make copies of such books, records, contracts, leases, and other instruments at any reasonable
time.
13. Grantor agrees to deliver to Lender, at Lender's request from time to time,
internally prepared financial statements of Grantor and any guarantor of the Note prepared in
accordance with generally accepted accounting principles consistently applied, in detail
reasonably satisfactory to Lender and certified to be materially true and correct by the chief
financial officer of Grantor or its certified public accountant, as applicable.
Deed of Trust(UDAG Funds) Page 7
Precision Projects International,LLC— 1212 E.Lancaster Rev.06.12.2015
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 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 at
reasonable times 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 Obligation, an increase in the rate of interest
payable with respect to the Obligation, a transfer fee, or any other modification of the Note, this
Deed of Trust, or any other instruments evidencing or securing the Obligation.
Grantor may not cause or permit any Property to be encumbered by any liens, security
interests, or encumbrances other than the liens securing the Obligation and the liens securing ad
valorem taxes not yet due and payable and the Permitted Exceptions without the prior written
consent of Lender. If granted, consent may be conditioned upon Grantor's executing, before
granting such lien, a written modification agreement containing any reasonable terms Lender
may require, such as a principal pay down on the Obligation, an increase in the rate of interest
payable with respect to the Obligation, an approval fee, or any other modification of the Note,
this Deed of Trust, or any other instruments evidencing or securing the Obligation.
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 Trust
without the prior written consent of Lender
If granted, consent for 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 taken 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 holder of the Subordinate Instrument, will be
Deed of Trust(UDAG Funds) Page 8
Precision Projects International,LLC— 1212 E.Lancaster Rev.06.12.2015
applied first to the payment of the Obligation 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
e. in the event of the bankruptcy of Grantor, all amounts due on or with respect to
the Obligation and this Deed of Trust will be payable in full 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 dissolution 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; (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 from 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 partnership interests, or the withdrawal
from or admission into it of any general partner, or (3) the withdrawal from or admission into it
of any controlling limited partner or partners. If granted, consent may be conditioned upon (a)
the integrity, reputation, 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 Obligation, an
increase in the rate of interest payable with respect to the Obligation, a transfer fee, or any other
modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the
Obligation.
Notwithstanding anything to the contrary herein, neither the withdrawal, removal,
replacement, and/or addition of a general partner of the Grantor pursuant to the terms of its
partnership agreement, nor the withdrawal, replacement, and/or addition of any of Grantor's limited
partners or its limited partner's general partners or members, shall constitute a default under any of
the Loan documents, and any such actions shall not accelerate the maturity of the Loan, provided
that any required substitute Grantor's general partner is reasonably acceptable to Lender and is
selected with reasonable promptness. Any substitute general partner that is an affiliate of Grantor's
limited partner is hereby deemed acceptable to Lender.
17. Grantor agrees not to grant any lien or security interest in the Property or to
Deed of Trust(UDAG Funds) Page 9
Precision Projects International,LLC—1212 E.Lancaster Rev.06.12.2015
permit any junior encumbrance to be recorded or any claim to otherwise become an
encumbrance against the Property. If an involuntary encumbrance is filed against the Property,
Grantor agrees, within 30 days of actual notice, to either remove the involuntary 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 Grantor includes
Borrower.
20. Grantor and each surety, endorser, and guarantor of the Obligation 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, trustee'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.
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. Grantor represents that this Deed of Trust and the Note are given for the following
purposes:
To secure the Loan as more particularly described in the Loan Agreement.
24. Grantor agrees to furnish on Lender's request evidence satisfactory to Lender that
all taxes and assessments on the Property have been paid when due.
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. The term Lender includes any mortgage servicer for Lender.
27. The debt and the performance secured by this Deed of Trust is a nonrecourse
obligation of Borrower. Neither Borrower nor any of its General and Limited Partners nor any
other party shall have any personal liability for repayment of the Loan described in the
Agreement. The sole recourse of Lender under the Loan documents for repayment of the Loan
or performance of any of the Obligation shall be the exercise of its right against the security for
payment as defined in the Note.
E. THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE
FOLLOWING CONDITIONS AND RESTRICTIONS:
Deed of Trust(UDAG Funds) Page 10
Precision Projects International,LLC-- 1212 E.Lancaster Rev.06.12.2015
The Note secured by this Deed of Trust is the Note required in the Loan Agreement
between Grantor and Lender and has been executed and delivered in accordance with its
terms. The funds advanced by Lender are UDAG funds and the Loan Agreement requires
that Grantor meet the requirements of the UDAG regulations for use of the UDAG funds
(the "UDAG Requirements"):
The Loan and any sums due under the Note or this Deed of Trust will be in default
and may be declared immediately payable if the Project as defined in the Loan Agreement
does not meet the UDAG Requirements. In the event of such default, Lender may invoke
any remedies provided herein or in the Loan Agreement.
This Deed of Trust has also been executed and delivered pursuant to the terms of
the Loan Agreement. Grantor agrees to perform each and every obligation set forth in the
Loan Agreement and will not permit a default to occur thereunder. Any default in the
performance of Grantor's obligations under the terms of the Loan Agreement or the
UDAG Program shall be deemed a default in the terms of the Note and Lender may invoke
any remedies provided herein.
THE LOAN AGREEMENT, 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.
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE]
Deed of Trust(UDAG Funds) Page 11
Precision Projects International,LLC— 1212 E.Lancaster Rev.06.122015
Precision Projects International,LLC
A Texas limited liability company
By:
Robert M McCarthy Sr., Managing Member
STATE OF TEXAS }
}
COUNTY OF TARRANT }
This instrument was acknowledged before me on by
Robert M McCarty Sr., Managing Member of Precision Projects International, LLC, a Texas
limited liability company, on behalf of said entity.
NOTARY PUBLIC, STATE OF TEXAS
AFTER RECORDING RETURN TO:
Attn: Avis Chaisson
Neighborhood Services Department
City of Fort Worth
1000 Throckmorton St.
Fort Worth, Tarrant County, TX 76102
Deed of Trust(UDAG Funds) Page 12
Precision Projects International,LLC—1212 E.Lancaster Rev.06.12.2015
EXHIBIT "E"
INVOICE FORM
PRECISION PROJECTS INTERNATIONAL, LLC
1212 EAST LANCASTER AVENUE
INVOICE
Company Name: Precision Projects International,LLC
Address: 1212 E. Lancaster Ave.
City, State, Zip: Fort Worth,TX 76126
Project: Renovation of the Parker Browne Building
Period of Service:
Program
Amount
This Invoice Cumulative to Date
Developer's Certification: I certify that the costs incurred are valid and consistent with the terms and conditions of
the Agreement between City and the Company. By signing this invoice, I certify that to the best of my knowledge
and belief the data included in this report is true and accurate. It is acknowledged that the provision of false
information could leave the certifying officer/agent subject to the penalties of federal, state, and local law.
Signature and Date:
Name:
Title:
11DAG Loan—Exhibit E—Invoice Form Page 1
Precision Projects International, LLC— 1212 E. Lancaster Ave. Rev. 6.15.2015.
FLIRT WORTH City of Fort Worth
Exhibit "F" Project Completion Report
I. PROJECT INFORMATION
Property Owner:
Company/Project Name:
Project Contact: Title:
Telephone: Fax: E-Mail:
Property Owner Address (If Different):
Address of Property Subject to Agreement:
APPLICABLE TO NEW PROJECTS
Has construction/installation of planned improvements commenced? I— Yes I`` No
If Yes/Date?
If No,please explain:
Has construction/installation of planned improvements finalized? IF— Yes (— No
If Yes/Date?
If No,please estimate completion date and attach a current time schedule for the project:
II. INVESTMENT VALUATION -
REAL. PROPERTY
Current Year Appraised Value-Land:$
Current Year Appraised Value-Improvements:$
Appraised value of improvements added this period:$
S.-1'w € i ,`Cil2 -;k... ... :,.:.r i ._..� ..... .i} 2.� -r._.. ,..r.(,"'I 'D,
Current Year Appraised Value-Machinery,Equipment,and Other Business Personal Property:$
New Machinery and Equipment Costs Incurred During Period:$
Current Year Appraised Value Inventory and Supplies:$
Appraised Value of Machinery,Equipment,and Other Business Personal Property added this Period:$
of Inventory Subject to Other Exemptions(i.e.,Freeport/Foreign Trade Zone):
III,JOB CREATION/RETENTION
Total Current Employees at End of Reporting Period:
Total Current Employees that are Fort Worth Residents:
Total Current Employees that are Central City Residents:
Total Current Employees that Qualify as Low/Moderate Income:
Please verify that your employees live within Fort Worth by using the interactive map tool found at..h...tt.p;.//m _pt.fo_rtwo_rthtex..as:
gov/HED Map/. Once you arrive at the website click on Employment Incentives Report ,,l ie �c !r: 6 .r?i`t all
ana.aIva rado@fornvorthtexas. ov.
FORT WORTH City of Fort Worth
Project Completion Report
IV.CONSTRUCTION CONTRACTS
Company name,addresses,and the amounts paid during the construction period should be attached to this report.Please
verify that your M/WBE companies are in Fort Worth by using the Vendor Listing Report at http://www.fortworthgov.org/
appl!cation s/mwbe siccode/.
Total Construction Dollars Spent this Reporting Period:$
AWARDS TO FORT WORTH COMPANIES
Total Dollars of Construction Contracts to Fort Worth Companies:$
Percentage of Total Construction Contracts to Fort Worth Companies:
AWARDS TO MINORITY/WOMEN OWNED BUSINESS ENTERPRISES(M/WBE)
Total Dollars of Construction Contracts to M/WBE Companies:$
Percentage of Total Construction Contracts to M/WBE Companies:
V.ADDITIONAL INFORMATION (TO BE ATTACHED)
[- List of Business Personal Property Tarrant Appraisal District Account Numbers(Applicable to Projects with Personal Property Commitments)
r List of Real Property Tarrant Appraisal District Account Numbers(Applicable to Projects with Real Property Commitments)
r Copy of Certificate of Occupancy issued by the City of Fort Worth's Planning and Development Department
A Copy of Certification(or the certification number)from the North Central Texas Regional Certification Agency
F for Each M/WBE companies.
F Employee Address Verification Report with Supporting Documentation,including home addresses of permanent,full-time
employees hired per the agreement and their annual income
VI.CERTIFICATION
In connection with the review of the tax abatement/economic development grant agreement for the respective project,
between the City of Fort Worth and (Company Name)
we confirm,to the best of our knowledge and belief,the following representations made to the City of Fort Worth.
1.) We are responsible for the information provided in the Project Completion Report.
2.) The City of Fort Worth is responsible for evaluating the criteria and determining that the criteria are appropriate for
meeting the terms of the agreement.
3.) We have made available all information that we believe is relevant to the Project Completion Report.
4.) We will respond fully to all inquiries made by the City of Fort Worth during the review.
Name of Certifying Officer: Phone:
Title: Fax:
Signature of Certifying Officer: Date:
Please mail completed Project Completion Report to:
City of Fort Worth
Housing and Economic Development Department
Attn:Mr.Robert Sturns-Economic Development Manager
1000 Throckmorton Street
Fort Worth,Texas 76102
You may also forward an electronic copy of the completed report to:ana.aIva,rado fortworthtexas.gov.
Please note that if you do submit this form electronically,you must also submit an original hard copy of the report and all
attachments to the above stated physical address for proper filing and review.For assistance call:(817)392-2661.
Fo `i '�XTI i City of Fort Worth
Exhibit "G" Annual Evaluation Report
Reporting Period:January 1, to December 31,
I. PROJECT INFORMATION
Property Owner:
Company/Project Name:
Project Contact: Title:
Telephone: Fax: E-Mail:
Property Owner Address(If Different):
Address of Property Subject to Agreement:
APPLICABLE TO NEW PROJECTS
Has construction/installation of planned improvements commenced? F Yes F-] No
If Yes/Date?
If No,please explain:
Has construction/installation of planned improvements finalized? Yes No
If Yes/Date?
If No,please estimate completion date and attach a current time schedule for the project:
II. INVESTMENT VALUATION
Current Year Appraised Value-Land:$
Current Year Appraised Value-Improvements:$
Appraised value of improvements added this period:$
}
El>,`.;i.i. �,��I.. F1 '.,P t�z�
3
Current Year Appraised Value-Machinery,Equipment,and Other Business Personal Property:$
New Machinery and Equipment Costs Incurred During Period:$
Current Year Appraised Value Inventory and Supplies:$
Appraised Value of Machinery,Equipment,and Other Business Personal Property added this Period:$
of Inventory Subject to Other Exemptions(i.e.,Freeport/Foreign Trade Zone):
III.JOB CREATION/RETENTION
Total Current Employees at End of Reporting Period:
Total Current Employees that are Fort Worth Residents:
Total Current Employees that are Central City Residents:
Total Current Employees that Qualify as Low/Moderate Income:
Average Salary During Reporting Period:$
Home addresses of permanent,full-time employees hired per the agreement should be attached to this report.Please verify that
your employees live within Fort Worth by using the interactive map tool found at http://mapit.fortworthtexas.gov/HED Map/.
Once you arrive at the site click on Employment Incentives Report.. _ r i .,i.,_.:.
ana.,il%rarado2�fortworthtexas.aov.
FORT WORTH City of Fort Worth
Annual Evaluation Report
IV.CONSTRUCTION CONTRACTS
Vendor name,addresses,and the amounts paid during the reporting period should be attached to this report.Please verify
that your M/WBE vendors are in Fort Worth by using the Vendor Listing Report at http://www.fortworthgov orglappl!cations/
mwbe siccode/.
Total Construction Dollars Spent this Reporting Period:$
AWARDS TO FORT WORTH COMPANIES
Total Dollars of Construction Contracts to Fort Worth Companies:$
Percentage of Total Construction Contracts to Fort Worth Companies:
AWARDS TO MINORITY/WOMEN OWNED BUSINESS ENTERPRISES(M/WBE)
Total Dollars of Construction Contracts to M/WBE Companies:$
Percentage of Total Construction Contracts to M/WBE Companies: %
V.SUPPLY AND SERVICE CONTRACTS
AWARDS TO FORT WORTH COMPANIES
Total Supply and Service Dollars Spent this Reporting Period:$
Total Dollars of Supply and Service Contracts to FortWorth Companies:$
Percentage of Total Supply and Service Contracts to Fort Worth Companies: %
AWARDS TO MINORITY/WOMEN OWNED BUSINESS ENTERPRISES(M/WBE)
Total Dollars of Supply and Service Contracts to M/WBE Companies:$
Percentage of Total Supply and Service Contracts to M/WBE Companies: %
VI.ADDITIONAL INFORMATION (TO BE ATTACHED)
❑ List of Business Personal Property Tarrant Appraisal District Account Numbers(Applicableto Projectswith Personal Property Commitments)
❑ List of Real Property Tarrant Appraisal District Account Numbers(Applicable to Projects with Real Property commitments)
❑ Copy of Sales Tax Reports(Applicable to Projects with Sales Tax Commitments)
❑ Copy of Certificate of Occupancy issued by the City of Fort Worth's Planning and Development Department(Applicable to New Projects)
A Copy of Certification(or the certification number)from the North Central Texas Regional Certification Agency
❑ for Each M/WBE Vendor.
❑ Employee Address Verification Report with Supporting Documentation
❑ List of Vendor Names,Addresses,and Amounts Paid During Reporting Period
FORT FORTH City of Fort Worth
Annual Evaluation Report
VII.CERTIFICATION
In connection with the review of the tax abatement/economic development grant agreement for the respective audit term,
between the City of Fort Worth and (Company Name)
we confirm,to the best of our knowledge and belief,the following representations made to the City of Fort Worth.
1.) We are responsible for the information provided in the Annual Evaluation Report.
2.) The City of Fort Worth is responsible for evaluating the criteria and determining that the criteria are appropriate for
meeting the terms of the agreement.
3.) We have made available all information that we believe is relevant to the Annual Evaluation Report.
4.) We will inform the City if any events occur subsequent to February 1,2013 that would require adjustment to,or
modification to,the Annual Evaluation Report.
5.) We will respond fully to all inquiries made by the City of Fort Worth during the review.
Name of Certifying Officer: Phone:
Title: Fax:
Signature of Certifying Officer: Date:
In order to remain eligible for the incentive,you must return the completed report by February 1 st to:
City of Fort Worth
Housing and Economic Development Department
Attn: Mr. Robert Sturns- Economic Development Manager
1000 Throckmorton Street
Fort Worth,Texas 76102
You may also forward an electronic copy of the completed report to:ana.aIva radoCafortworthtexas.gov.
Please note that if you do submit this form electronically, you must also submit an original hard copy
of the report and all attachments to the above stated physical address for proper filing and review.
For assistance call: (817) 392-2661.
EXHIBIT "H"
AUDIT REQUIREMENTS PRECISION PROJECTS INTERNATIONAL, LLC
INTENTIONALLY OMITT
Loan Agreement(UDAG Grant Fund Proceeds) Page 19
Precision Projects international, LLC— 1212 E.Lancaster Rev.6.12.2015
EXHIBIT "I"
INSURANCE REQUIREMENTS
PRECISION PROJECTS INTERNATIONAL,LLC
Loan Agreement(UDAG Grant Fund Proceeds) Page 20
Precision Projects International, LLC— 1212 G. Lancaster Rev. 6.12.2015
EXHIBIT "I"
INSURANCE REQUIREMENTS
PRECISION PROJECTS INTERNATIONAL, LLC
1212 E. LANCASTER AVENUE
Developer shall furnish to City in a timely manner, but not later than the Effective Date,
certificates of insurance as proof that it has secured and paid for policies of commercial
insurance as specified herein. If City has not received such certificates by the Effective Date,
Developer shall be in default of the Contract and City may, at its option, terminate the
Contract.
Such insurance shall cover all insurable risks incident to or in connection with the
execution, performance, attempted performance or nonperformance of this Contract. Developer
shall maintain, or require its general contractor to maintain, the following coverages and limits
thereof:
Commercial General Liability (CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
Non-Profit Organization Liability or Directors & Officers Liability (if applicable
$1,000,000 Each Occurrence
$1,000,000 Annual Aggregate Limit
Business Automobile Liability Insurance
$1,000,000 each accident on a combined single-limit basis, or
$ 250,000 Property Damage
$ 500,000 Bodily Injury per person per occurrence
$2,000,000 Aggregate
Insurance policy shall be endorsed to cover "Any Auto", defined as autos owned,
hired and non-owned. Pending availability of the above coverage and at the
discretion of City, the policy shall be the primary responding insurance policy
versus a personal auto insurance policy if or when in the course of Developer's
business as contracted herein.
Workers' Compensation Insurance
Part A: Statutory Limits
Part B: Employer's Liability
$100,000 each accident
$100,000 disease-each employee
$500,000 disease-policy limit
UDAG Loan Proceeds—Exhibit"I" -Insurance Requirements Page 1
Precision Projects International, LLC— 1212 E. Lancaster Avenue Rev. 6-15-15
Note: Such insurance shall cover employees performing work on any and all projects
including but not limited to construction, demolition, and rehabilitation. Developer or its
contractors shall maintain coverages, if applicable. In the event the respective contractors
do not maintain coverage, Developer shall maintain the coverage on such contractor, if
applicable, for each applicable contract.
Additional Requirements
Such insurance amounts shall be revised upward at City's reasonable option and no more
frequently than once every 12 months, and Developer shall revise such amounts within 30 days
following notice to Developer of such requirements.
Developer will submit to City documentation that it has obtained insurance coverage and has
executed bonds as required in this Contract prior to payment of any monies provided hereunder.
Where applicable, insurance policies required herein shall be endorsed to include City as an
additional insured as its interest may appear. Additional insured parties shall include employees,
officers, agents, and volunteers of City.
The Workers' Compensation Insurance policy shall be endorsed to include a waiver of
subrogation, also referred to as a waiver of rights of recovery, in favor of City.
Any failure on part of City to request certificate(s) of insurance shall not be construed as a
waiver of such requirement or as a waiver of the insurance requirements themselves.
Insurers of Developer's insurance policies shall be licensed to do business in the state of Texas
by the Department of Insurance or be otherwise eligible and authorized to do business in the state
of Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency and
each such company shall have a current minimum A.M. Best Key Rating Guide rating of A: VII
or other equivalent insurance industry standard rating otherwise approved by City.
Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless otherwise
approved by City.
In the event there are any local, Federal or other regulatory insurance or bonding requirements
for the Project, and such requirements exceed those specified herein, the former shall prevail.
Developer shall require its contractors to maintain applicable insurance coverages, limits, and
other requirements as those specified herein; and, Developer shall require its contractors to
provide Developer with certificate(s) of insurance documenting such coverage. Also, Developer
shall require its contractors to have City and Developer endorsed as additional insurers (as their
interest may appear) on their respective insurance policies.
Developer shall require its general contractor to maintain builders risk insurance at the value of
the construction.
UDAG Loan Proceeds—Exhibit"I"—Insurance Requirements Page 2
Precision Projects International, LLC— 1212 E. Lancaster Avenue Rev. 6-15-15
M&C Review Page 1 of 3
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDAr-
COUNCIL ACTION: Approved on 3/25/2014-Ordinance No. 21179-03-2014
DATE: 3/25/2014 REFERENCE **C-26726 LOG NAME: 17PARKERBROWNEUDAG
NO..
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Expenditure in the Amount of$350,000.00 of Urban Development Action Grant
Program Income in the Form of a Forgivable Loan to Precision Projects International, LLC
for the Renovation of the Historic Parker Browne Building Located at 1212 East Lancaster
Avenue, Authorize Execution of a Loan Agreement and Adopt Appropriation Ordinance
(COUNCIL DISTRICT 8)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize an expenditure in the amount of$350,000.00 of Urban Development Action Grant
program income in the form of a forgivable loan to Precision Projects International, LLC for the
renovation of the historic Parker Browne building located at 1212 East Lancaster Avenue;
2. Authorize the City Manager or his designee to execute a Loan Agreement and any related
documents with Precision Projects International, LLC for a five-year loan term beginning on the date
of execution;
3. Authorize the City Manager or his designee to amend the Loan Agreement if necessary to achieve
project goals provided that the amendment is within the scope of the project and in compliance with
City policies and applicable laws and regulations governing the use of federal funds; and
4. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in
the Grants Fund in the amount of$350,000.00 from available funds.
DISCUSSION:
Precision Projects International, LLC (PPI) proposes to renovate the historic Parker Browne building
located at 1212 East Lancaster Avenue in the Near Eastside Urban Village for office and retail
space. Got You Covered Workwear and Uniforms which is currently located at 1200 East Lancaster
Avenue will relocate its retail operations to the Parker Browne building along with Marketocracy, Inc.,
an investment firm. Cheyenne Construction Company will relocate its offices to the former Got You
Covered workspace. In addition to the renovation, PPI will collaborate with the Presbyterian Night
Shelter to operate a training program for the homeless. The total development cost will be
approximately $2,864,192.00.
On March 4, 2014, Staff presented a recommendation to the Housing and Economic Development
Committee to provide $350,000.00 in Urban Development Action Grant (UDAG) program income in
the form of a forgivable loan to PPI for the renovation. UDAG program income funds are rental
revenues received from the lease of the City-owned parking garage under General Worth Square
(City Secretary Contract No. 11085 as amended and assigned). UDAG funds must be used for
projects that meet certain Community Development Block Grant (CDBG) program requirements,
including use in a CDBG-eligible area, be a CDBG economic development project and include private
investment. Annual revenue from the parking garage is approximately $100,000.00 and after funding
this loan, the parking garage rental revenues account will have a remaining balance of approximately
$150,000.00. Staff has reviewed the project and has determined that it meets federal requirements
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for use of UDAG program income.
Staff recommends providing a forgivable loan of $350,000.00 of UDAG program income to the
Developer on the following terms:
Developer Commitments:
1. Invest a minimum amount of $2,100,000.00 in real property improvements by December 31,
2015;
2. Obtain final Certificate of Occupancy (CO) by March 31, 2016;
3. Make reasonable efforts create 20 new jobs by the end of the five year loan term; and
4. Operate a joint training program for the homeless for a minimum of one year.
City Commitments:
1. Five year loan at zero percent interest evidenced by a note and secured by a deed of trust
against the property;
2. Payment of $250,000.00 of loan funds two years after receipt of CO; and
3. Payment of $100,000.00 of loan funds upon satisfactory evidence of meeting the one year
training program requirement.
The loan will be forgiven at the end of the five year loan term as long as PPI has met all the terms of
the Loan Agreement. The Deed of Trust will secure PPI's performance of the loan conditions as well
as repayment of the loan funds if the loan terms are not met. If PPI does not meet its commitments, it
must repay the loan within 24 months of the end of the loan term, which will be extended accordingly.
This project will accomplish the public purpose of furthering the United States Department of Housing
and Urban Development's national objective of promoting activities that benefit low- and moderate-
income persons.
The project is located in COUNCIL DISTRICT 8, Mapsco 77B.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that upon approval of the above
recommendations, and adoption of the attached appropriations ordinance, funds will be available in
the current operating budget, as appropriated, of the Grants Fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
GR76 442216 005206948000 $350,000.00 GR76 539120 005206948010 $121.856.78
GR76 539120 017206948120 $350,000.00 GR76 536010 005206948010 $5,240-51
GR76 539120 017206948120 $222,902.71
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Jay Chapa (5804)
Additional Information Contact: Cynthia Garcia (8187)
Avis F. Chaisson (6342)
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ATTACHMENTS
17PARKERBROWNEUDAG AO 2014.docx
ParkerBrowne 1212 E.Lancaster.pdf
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