HomeMy WebLinkAboutContract 46750-A1 CITY SECRETARY ,� (� 1
CONTRACT NO.SECRETARY
FIRST AMENDMENT TO CITY SECRETARY CONTRACT NO.46750
WHEREAS,on June 12,2015,the City of Fort Worth("City")and Precision Projects International,
LLC ("Developer") made and entered into City Secretary Contract No. 46750 (the "Contract"), as
authorized by the City Council in M&C C-26726 adopted on March 25,2014,which provided$350,000.00
of City's miscellaneous revenue for the renovation of the historic Parker Browne Building;
WHEREAS,on or about September 7, 1979,the City entered into that certain Urban Development
Action Grant 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. 106 10) ("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 (now described by HUD as
"miscellaneous revenue")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. seg.,as amended(the
"Act");
WHEREAS,Developer owns the historic Parker Browne Building located at 1212 East Lancaster
Avenue(the"Property")and the City agreed to loan Developer$350,000.00 of its miscellaneous revenue
in the form of a forgivable loan for the renovation of the historic Parker Browne 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");
WHEREAS, Developer received the temporary Certificate of Occupancy for the Project on
December 24, 2015 and the final Certificate of Occupancy on January 26, 2016; and
WHEREAS,expenditures were made on the Project after the Certificates of Occupancy were issued
due to additional costs that were not recorded until the first quarter of 2016 and to complete punch list
items;
WHEREAS, the Parker Browne Building is a certified historic structure (as defined in Section
47(c)(3)of the Internal Revenue Code)and a Schedule of Development Costs and Calculation of Qualified
Rehabilitation Expenditures and Independent Auditor's Report dated March 31,2016,which was prepared
for historic tax credits on the Project,indicates that there were qualified rehabilitation expenditures on the
Project in the amount of$2,777,600.00
WHEREAS, pay applications on the Project indicate that $2,260,503.96 was expended on the
Project between June 26,2015 and May 13,2016;
WHEREAS, the 85`x' Texas Legislature passed House Bill 89, which prohibits governmental
o contracts with entities that boycott Israel; -y.
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OFFICIAL RECORD A 2
F 'k
CITY SECRETARY
RECEIVED
FT.INORTH,TX a..
CONTRACT AMEN MENT 1 to CSC 46750 JAN -+v 2018 Page 1
ar er Browne �!!__!nQ Renovation 12.11.17
a CITY OF FORT WORTH $"
CITY SECRETARY
WHEREAS, it is the mutual desire of City and Developer to amend the Contract to change the
Completion Date and the Completion Deadline, to correct the timeframe by which payment of all City
Funds must be acknowledged, to clarify information regarding eligible real property improvement
expenditures and the timeframe for such expenditures, to adjust requirements for the Certificate of
Completion, to revise the date requirement by which the minimum investment amount must be expended,
to amend the employers that will relocate to the renovated Parker Browne Building, to revise the
Completion and Annual Reports,and to modify the insurance requirements;
NOW,THEREFORE,City and Developer hereby agree to amend the Contract as follows:
I.
DEFINITIONS
The following definitions in the contract are amended to be and read as follows:
Completion Date means that at least$2,100,000.00 was expended on real property improvements
on the Project by May 31,2016,and that the Project is substantially complete as evidenced by(i)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 December 31,2015 and(iii)a final Certificate
of Occupancy issued by the City by the Completion Deadline.
Completion Deadline means June 30, 2016.
II.
Section 4.6 is amended to be and read as follows:
4.6 Acknowledgement of Citv Pavment of Funds
Within 30 calendar days of receiving final payment from City,an officer of Developer shall provide
written 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 acknowledgement of same.
Section 5.1.1 is amended to be and read as follows:
5.1.1 Real Propertv Improvements.
Developer must expend at least$2,100,000.00 in real property improvements for the Project,which
amount includes the Funds,by May 31, 2016,and obtain a temporary Certificate of Occupancy from the
City by December 31, 2015. Expenditures may include pre-development and/or development soft costs
related to the Project, including expenses incurred up to 2 years before the Effective Date for civil
engineering, architecture, design and other similar expenses. 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.
Section 5.4 is amended to be and read as follows:
5.4 Issuance of Certificate of Completion for Proiect.
CONTRACT AMENDMENT 1 to CSC 46750 Page 2
Parker Browne Building Renovation 12.11.17
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 real property improvements,including pre-development
and/or development soft 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").
Section 8.1 is hereby amended to be and read as follows:
8.1 Failure to Complete the Proiect
If Developer does not meet the minimum investment amounts set forth in this agreement by May
31,2016,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.
IIl.
The following provision will be added as Section 24 to the Contract:
24. Bovcottinz Israel Prohibited.
Developer acknowledges that in accordance with Chapter 2270 of the Texas Government Code,
the City is prohibited from entering into a contract with a company for goods or services unless the contract
contains a written verification from the company that it:(1)does not boycott Israel;and(2)will not boycott
Israel during the term of the contract. The terms"boycott Israel"and"company"shall have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Contract,
Developer certifies that Developer's signature provides written verification to the City that
Developer: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this
Contract.
IV.
Exhibit "B"— Project Summary, Exhibit "F"— Project Completion Report, Exhibit "G"—
Annual Evaluation Report and Exhibit "I" — Insurance Requirements attached to the Contract are
hereby replaced with Exhibit "B" — Project Summary Revised 12/2017, Exhibit "F" — Project
Completion Report Revised 12/2017, Exhibit"G"—Annual Evaluation Report Revised 12/2017 and
Exhibit"I"—Insurance Requirements Revised 12/2017 attached hereto.
V.
This amendment is effective as of the Effective Date of the Contract.
CONTRACT AMENDMENT I to CSC 46750 Page 3
Parker Browne Building Renovation 12.11.17
VI.
All other terms and conditions of City Secretary Contract No. 46750 not amended herein remain
unaffected and in full force and effect, are binding upon the Parties,and are hereby ratified by the Parties.
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
CONTRACT AMENDMENT 1 to CSC 46750 Page 4
Parker Browne Building Renovation 12.11.17
ACCEPTED AND AGREED:
PRECISION PROJECTS INTERNATIONAL, LLC
a Texas limited liability compan ,
Bey:
Robert N Carthy,Managi b Member
Date: 1 2170 c,('7
CITY OF FORT WORTH/
By:._T"
Fernando Costa,Assistant City Manager
Date: //6-Z18
� 'k "RTS
ATTEST: U = PROVED AS TO FOR ASND
* :'* E TY:
By: g By:
NI ry J. ays , ty' c r e t a r y . Paige Nleb ne, Assistant City Attorney
M&C:NA
Date: NI
Form 1295 Cert.No.: NA
Contract Compliance Manager:
By signing, I acknowledge that I am the person responsible for the monitoring and administration of this
contract,including ensuring 11 performance and reporting requirements.
Chad LaRoque,Acting Housing Development and Grants Manager
OFFICIAL RECORD
Ci`1 Y SECRETARY
,WORTH,TX
CONTRACT AMENDMENT 1 to CSC 46750 age
Parker Browne Building Renovation 12.11.17
EXHIBIT"B"—PROJECT SUMMARY REVISED 12/2017
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.Additionally,Cheyenne Construction Company
will relocate its offices to the Parker Browne Building. 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$2,864,192.00.
SPECIFIC PURPOSE:
The specific purpose of the Project is to increase employment opportunities in a CDBG-eligible area and be
a CDBG economic development project which includes private investment.
PROJECT OBJECTIVES:
The Project will provide approximately 20 new or relocated full-time jobs. The project will also restore the
historic Parker Brown Building located in the Central City.
CONTRACT AMENDMENT 1 to CSC 46750 Page 6
Parker Browne Building Renovation 12.11.17
EXHIBIT"F"-PROJECT COMPLETION REPORT REVISED 12/2017
FORT WORTH City of Fort Worth
Project Completion Report
UDAG Agreement for
I.PROJECT INFIORMATIf1N
Property Owner.
Company/Project Name:
Project Contact: Tide:
Telephone: Fax E-Mail:
Property Owner Address(If Different):
Address of Property Subject to Agreement:
Construction Start Date: I Construction Completion Date:
Date of issuance of the Certificate of Occupancy or final City'pass inspection'report:
*Please attach a copy of Certificate of Occupancy or City"pass inspection"report*
Company names,addresses,and the amounts paid during the construction period should be in pay applications attached to this
report.
CONSTRUCTION
Total Construction Dollars Spent this Reporting Period(A):$
FORT WORTH COMPANIES
Unless specified otherwise in your agreement,a Fort Worth Company is defined as a business that has a Principal Office
located within the corporate limits of the City that provides the product or service for which credit is sought for purposes of a
specific commitment set forth in a given agreement.
Total Construction Dollars Spent with Fort Worth Companies(B):S
Percentage of Total Construction Dollars Spent with Fort Worth Companies(B/A): %
"A9
A Fort Worth Certified M/WBE Company is defined as a minority or woman-owned business that 04 has received certification
as either a minority business enterprise(MBE),a woman business enterprise(WBE),or a disadvantaged business enterprise
(DBE)by the North Central Texas Regional Certification Agency(NCTRCA),and 00 has a Principal Office located within the
corporate limits of the City of fort Worth that provides the product or service for which credit is sought for purposes of a
specific commitment set forth in a given agreement.Please verify that M/WBE vendors are located in Fort Worth by
contacting the M/WBE office at(817)212-2674 or MWBE.FrontDeskSofortworthtexas.aov.
Total Construction Dollars Spent with Fort Worth Certified M/WSE Companies(C):$
Percentage of Total Construction Dollars Spent with Fort Worth Certified M/WBE Companies(C/A): %
A circ list in Excel Format of Z Vc 1,*,'?E company names,addresses,invoice numbers,and amounts paid during construction.
CL JOS CRE{lTMIRETENThA
Total Full-Time Employees at 1212 E.Lancaster as of E_
Total Full-Time Cheyenne Construction Employees hired at or relocated to 1212 E.Lancaster as of
*Must provide copies ofW-2 forms for at least 20 employees relocated to 1212 E.Lancaster
CONTRACT AMENDMENT 1 to CSC 46750 Page 7
Parker Browne Building Renovation 12.11.17
FORT WORTH, City of Fort Worth
Project Completion Report
UDAG Agreement for
IW. ADDITIONAL INFORMATION(TO BE ATTACKED AS EXHIBITS}:
Copy of Certificate of Occupancy issued by the City of Fort Worth's Planning and Development Department or final City
pass inspection`report
A Copy of Certification from the North Central Turas Regional Cerelfiation Agency for Eac M/WBE Vendor
A Copy of Excel spreadsheet verifying required 20 relocated employees
EXHIBIT C:List in Excel format of all MAYBE Company Names,Addresses,Invoice Numbers,and Amounts Paid During
Construction.Clearly note Fort Worth MAYBE Companies.
W CER 1FICATIC)N
In connection with the review of the economic development grant agreement for the respective audit term,between the
City of Fort Worth and (Company Name) we confim%to the
best of our knowledge and belief,the following representations made to the City of Fort Wortir
13 We are responsible for the information provided in the Project Completion Report.
2.) We have made available all information that we believe is relevant to the Project Completion Report.
3) We will respond fully to all inquiries made by the City of Fort Worth during the audit process.
4J We acknowledge that 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.
Name of Certifying Officer. Phone-
Title:—
hone:Title: E-mail:
Signature of Certifying Officer. Date:
In order to remain eligible for the incentive,you must return the completed report to:
Hand delivery: By marl:
City of Fort Worth City of Fort Worth
Neighborhood Services Department Neighborhood Services Department
Attn:Ms.Bette Chapman Attn:Ms.Bette Chapman
908 Monroe 200 Texas Street
Fort Worth,Texas 76102 Fort Worth,Texas 76102
You may also forward an electronic copy of the completed report to:Bette.Chapmanafortworthtexas.aov. You must also
submit one original hard copy of the report and all attachments to the above stated physical address for proper filing and
review.For assistance please contact Bette Chapman at the e-mail above or(817)392.6125.
About the Project Completion Compliance Review Process
Initially,the City of Fort Worth's Internal Audit Department may review the provided list of all Invokes/Pay Application for Total Construction costs,Fort
Worth Construction costs,and fort Worth MMBE Construction costs(if applicable to your agreement).City Staff will then select a sample of Invokes/Pay
Applications to test,communicate to the Project Contact which Items have been selected for the sample,and request additional documentation for the
selected sample only.Examples of additional documentation will include copies of invoiceslpay applications,copies of cancelled checks,and copies of
the general ledger documenting checks posting to the general ledger.If Staff is able to successfully trace the Invoke/Pay Application to cancelled
checks and the general ledger,and the information on the hwoiceslPay Applications is correct and contains all required information,Staff will utilize the
information from the sample to torn a conclusron regarding compliance with the agreement However,9 Staff finds more than the minimum allowable
deviations fthis number varies based upon the sample size),Staff will have to expand the sample size and review more Invoices/Pay Applications.
Therefore,it is imperative that Staff receives complete and accurate Information-
Staff
nformationStaff will work closely with the Certifying Officer and/or the appropriate representatives of the companies to try to resolve questions and differences in
reported amounts.Staff will also keep the contact persons apprised of any issues and/or tion compliard categories as they are determined.
CONTRACT AMENDMENT 1 to CSC 46750 Page 8
Parker Browne Building Renovation 12.11.17
EXHIBIT"G"-ANNUAL EVALUATION REPORT REVISED 12/2017
Fo T WORTH City of Fort Worth
Annual Evaluation Report
Reporting Period: `
I.PROJECT INFORMATION
war . . owner.
Company/Project Name:
Project Contact: Title:
Telephone: Fax E-Mail:
Property Owner Address Of Different):
Address of Property Subject to Agreement:
REAL PROPERTY("Appraised Value'is the value as reported by the Appraisal District in which the project is located)
Appraised Value of Land:$
aAppraised Value of Improvements:$
n Appraised Value of Land:$
} Appraised Value of Improvements:S
.n Appraised Value of land:$
A
> Appraised Value of Improvements:$
III.JOB CREATION/RETENTION,�'
Total Full-Time Employees at 1212 E.Lancaster as of
Total Full-Time Employees hired at or relocated to 1212 E.Lancaster as of
"Must provide copies of W-2 forms for at least 20 employees relocated to 1212 E.Lancaster
IV.SUPPLY AND SERVICE CONTRACT
and the amounts paid during the reporting period should be attached to this report In
Excel fomut.
Total Supply and Service Dollars Spent this Reporting Period(A):$
AWARDS TO FORT WORTH COMPANIES
Total Supply and Service Dollars Spent with Fort Worth Companies(81:S
Percentage of Total Supply and Service Dollars Spent with Fort Worth Companies MIA): %
AWARDS TO FORT WORTH MINORITY/WOMEN OWNED BUSINESS ENTERPRISES(M/WBE)
Total Supply and Service Dollars Spent with Fort Worth M/WBE Companies(Q:$
Percentage of Total Supply and Service Dollars Spent with fort Worth M/WBE Companies(C/A): %
CONTRACT AMENDMENT 1 to CSC 46750 Page 9
Parker Browne Building Renovation 12.11.17
FORT WORTH;., City of Fort Worth
Annual Evaluation Report
Reporting Period:
V.ADDITIONAL INFORMATION(TO BE ATTACHED)
❑Copy of Excel spreadsheet verifying required 20 relocated employees
❑Copy of Certification from the North Central Texas Regional Certification Agency for eigh M/WBE vendor
List of all Supply and Service Vendor Names,Addresses,Invoke Numbers,and Amounts Paid During Reporting Period.
Clearly nae the Fort Worth and Fort Worth MWEvendors.Please see'Evahution Report Review Process'below for mate detalls.om ser"
❑List of Real Property Appraisal District Account Numbers(Applicable to Projects with Real PropertyCommitments)
Vi.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.) We have made available all information that we believe is relevant to the Annual Evaluation Report.
3J We will inform the City if any events occur subsequent t0 ,20 that would require adjustment to,or
modification to,the Annual Evaluation Report
43 We will respond fully to all inquiries made by the City of Fort Worth during the review process.
54 We acknowledge that 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.
Name of Certifying Officer. Phone:
Title: _ _ Fax:
Signature of Certifying Officer. ......_.. _._..�,.. .._.,. Date: ���_....�...�._..._m_._................._._...m...®..
In order to remain eligible for the incentive,you must return the completed report by to:
Hand delivery: By mail:
City of Fort Worth City of Fort Worth
Neighborhood Services Department Neighborhood Services Department
Attn:Ms.Bette Chapman Attn:Ms.Bette Chapman
908 Monroe 200Texas Street
Fat Worth,Texas 76102 Fort Worth,Texas 76102
You may also forward an electronic copy of the compNhd report to .You must also submit one
original hard copy of the report and all attad inentsto the above stated physical address for proper filing g and review.For assistance
please contact Bette Chapman at the a-mall above or Of 7)392.6125.
About the Annual Evaluation Report Review Process
Initially,City staff will reviewthe provided list of all Invokes for coal Supply and Service Dollars Spend,Fort worth supply and Service Dollars,and Fort
Worth M/WBE Supply and Service Dollars(if applicable to you agreement).City Staff will then select a sample of Invoices to test,comim niate to the
Project Contact which items have been selected for the sample,and►Mawr additional documentation for the selected sample only.if Staff is able to
successfully verily the information on the Irwokes is correct and contains all squired inforrriadom,Saff will utiffae the Information from the sample to
forma conclusion regarding compiiance with the agreement.However,if St0fads more than the minimum allowable deviations(this number varies
based upon the sample sae),Staff will have to expand the sample size and review more Invoices.Therefore,it is imperative that Staff receives
complete and accurate Infatuation.Saff will work closet'with the Certifying Officer andtorthe appropriate representatives of the companies to try to
resolve questions and differences In reported amounts.Staff will also keep the contact persons apprised of any Issues and/or noncompliant
categories as they are determined
CONTRACT AMENDMENT 1 to CSC 46750 Page 10
Parker Browne Building Renovation 12.11.17
EXHIBIT"I"—INSURANCE REQUIREMENTS REVISED 12/2017
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
Workers' Compensation Insurance
Part A: Statutory Limits
Part B: Employer's Liability
$100,000 each accident
$100,000 disease-each employee
$500,000 disease-policy limit
Note: Such insurance shall cover employees performing work on any and all projects including
but not limited to construction, demolition, and rehabilitation. 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.
CONTRACT AMENDMENT 1 to CSC 46750 Page 11
Parker Browne Building Renovation 12.11.17
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.
CONTRACT AMENDMENT 1 to CSC 46750 Page 12
Parker Browne Building Renovation 12.11.17