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HomeMy WebLinkAboutContract 52253 CITY SECRETARY CONTRACT NO. 5 as 5 3 STATE OF TEXAS § COUNTY OF TARRANT § UDAG 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 Sammy G. Edmond and Ernestine Edmond, a General Partnership dba Mama E's BBQ and Home Style Cooking, (collectively the"Owner") City and Owner 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("HIJD"), UDAG Grant No. B-79-AA-48-0013 (the 11UDAG Grant Agreement"), for use in acquiring land and constructing a parking garage located under General Worth Park in downtown Fort Worth (City Secretary Contract No. 10610), 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 seq., as amended(the"Act"). B. Owner owns the real property commonly known as 818 East Rosedale Street (the "Property"), as more specifically described and depicted in the attached Exhibit"A"—Man and Property Description, made a part of this Agreement for all purposes. Owner owns and operates a restaurant called Mama E's BBQ and Homestyle Cooking on the Property and proposes to renovate the fayade as well as make other exterior improvements to the parking lot,perimeter, and signage(the"Project"). The Project is more fully described in the attached Exhibit"B"—Project Summary and Proposal, which is made a part of this Agreement for all purposes. C. Owner has requested a forgivable loan from the City in the amount of$53,000.00 ("Loan") for the costs of the Project. City is willing to make such loan to Owner from UDAG miscellaneous revenue ("Funds") pursuant to and in accordance with this Agreement. D. One of the strategic goals of the City's 2018 Comprehensive Plan, adopted by the City Council on March 6, 2018 (Ordinance No. 23133-03-2018), is that the City focus on revitalization of the Central City. The Comprehensive Plan specifies that one of the principal means of revitalization of the Central City will be the redevelopment of distr OFFICIAL REC k UDAG Loan Agreement CM9SECRETARY Mama E's BBQ and Home Style Cooking RV.ffiWRTH,TX corridors, especially in the vicinity of urban villages, which are highly urbanized places that have a concentration of jobs, housing units, commercial uses, public spaces, public transportation and pedestrian activity, and are typically located along priority commercial corridors. The Project is located in the Evans & Rosedale Urban Village, which the City Council selected in 2002 as one of 12 areas where revitalization efforts were most needed and where the use of public incentives could most sensibly be focused. E. The Project is located in a Community Development Block Grant ("CDBG") eligible census tract, which qualifies it for the use of UDAG miscellaneous revenue and will accomplish the public benefit of furthering a CDBG National Objective of promoting activities that benefit low-to-moderate income residents. F. Owner 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 miscellaneous revenue. 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 Owner 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 Owner; and(ii) all entities in which Owner and/or Owner'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 Regulations means those regulations set forth at 24 CFR Part 570 et seq. UDAG Loan Agreement Page 2 Mama Es BBQ and Home Style Cooking Rev. 5/7/2019 Central City means a geographic area within the City, defined by the City Council as shown in the map attached hereto as Exhibit "M"—Map of Central City. Central City Employment Goal has the meaning ascribed to it in Section 4.2.1. Central City Resident means an individual whose principal place of residence is located within the Central City, and for the purposes of this Contract, specifically resides within the boundaries of Neighborhood Empowerment Zone (NEZ) Area 6 as shown in the map attached hereto as Exhibit "N" - Map of Neighborhood Empowerment Zone Area 6. Certificate of Completion has the meaning ascribed to it in Section 5.4.3. Completion Deadline means that by December 31, 2019 the Owner must submit the following evidence of Project completion to City: (i)the report attached as Exhibit "F"—Project Completion Report,made apart of this Agreement for all purposes, (ii)the final"pass inspection" report from City officials for the Project, and (iii) the form attached as Exhibit "L" — Unconditional Waiver and Release on Final Payment, made a part of the Agreement for all purposes. Construction Costs means expenditures made by Owner for the Project related to repairing the parking lot and adding Americans with Disabilities ("ADA") accessibility features; demolition of unsafe electrical wiring; cleaning, repairing and painting the storefront; installing fencing, an outdoor seating area, and wall light features; and replacing existing business signage with a sign that incorporates Historic Southside logo design elements. These costs, including related permit fees are fully described in Exhibit "B"—Project Summary and Proposal. Contractor means a general contractor hired by the Owner to complete the Project. Deed of Trust means the deed of trust from Owner in favor of City covering the Property and securing the indebtedness evidenced therein and Owner's performance of the requirements of this Contract and of the UDAG Regulations. The form of the Deed of Trust is attached as part of Exhibit "D"—Loan Documents, made a part of this Agreement for all purposes. Director means the Director of the City's Neighborhood Services Department. Disbursement Request has the meaning ascribed to it in Section 5.4. Effective Date means May 31, 2019. 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 Owner, unreasonable delays by the City in issuing any permits with respect to the Project or inspection of any 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, Owner, such as, without limitation, delays in the obtaining of adequate financing. UDAG Loan Agreement Page 3 Mama E's BBQ and Horne Style Cooking Rev. 5/7/2019 Full-Time Equivalent ("FTE") Job means a job filled by 1 or more individuals for a period of not less than 40 hours per week. Funds means the UDAG miscellaneous revenue provided by City to Owner under the terms of this Agreement. HUD means the United States Department of Housing and Urban Development. Maturity Date means May 31, 2024. Overall Employment Goal has the meaning ascribed to it in Section 4.2.1. Performance Period means 5 years from the date of the Promissory Note. Promissory Note means any note in the amount of the Funds executed by Owner, 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 part of Exhibit "D" —Loan Documents, which is made a part of this Agreement for all purposes. 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. 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 or miscellaneous revenue 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 or miscellaneous revenue. 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. This Agreement may be extended for up to 6 months upon written request from the Owner and written agreement of both Parties. UDAG Loan Agreement Page 4 Mania B's BBQ and Home Style Cooking Rev. 5/7/2019 4. OWNER'S OBLIGATIONS. 4.1. Completion of Project. Owner shall, within 30 days of the Effective Date, commence the Project and shall in good faith and due diligence cause the Project to be completed by the Completion Deadline. 4.2. Employment and Resident Goals. Owner will use its best efforts to employ a minimum of 2 FTE jobs dedicated to residents in NEZ Area 6 that will be provided and filled on the Property (the "Overall Employment Goal"), as follows: 4.2.1 Beginning in the first year of the loan term, Owner shall make reasonable efforts to ensure that Owner employs 1 Central City Resident residing in NEZ Area 6 area in an FTE job each year for a total of at least 2 FTE jobs by the end of the second year. 4.3. Reports. 4.3.1. Monthly Construction Spending Reports. From the Effective Date until the Completion Deadline, Owner will provide the City with a monthly report in a form reasonably acceptable to the City that specifically outlines the then-current aggregate Construction Costs expended by or on behalf of Owner for the Project. 4.3.2. Employment Reports. Owner shall provide the City with a report on or before the annual anniversary of the Completion Deadline that outlines the number of FTE jobs provided and filled by Owner at the restaurant on the Property during the previous calendar year that were held by individuals residing in NEZ Area 6, as evidenced by, without limitation, the zip codes of the residences of such individuals. The report shall be in the form attached as Exhibit"G"—Annual Evaluation Report, which is made a part of this Agreement for all purposes. If Owner fails to provide any such report,the City will notify Owner in writing,and Owner will provide such report within 30 calendar days following receipt of the written notice. Unless this Agreement is terminated by the City pursuant to Section 9.1,this Section 4.3.2 shall survive termination or expiration of this Agreement. UDAG Loan Agreement Page 5 Maina P's BBQ and Home Style Cooking Rev. 5/7/2019 4.3.3. Other Reports. Owner shall supply any additional information requested by the City that is pertinent to the City's evaluation of Owner's compliance with each of the terms and conditions of this Agreement or that is necessary to assist the City in demonstrating compliance with UDAG Regulations. 4.4. Inspection of Property and Required Improvements. Following reasonable advance notice to Owner, City shall have, and Owner shall provide or cause to be provided, access to the Property and any improvements thereon, in order for the City to inspect the Property and evaluate the Project's progress to ensure compliance with the terms and conditions of this Agreement. Owner shall cooperate fully with the City during any such inspection and/or evaluation. 4.5. Audits. The City shall have the right to audit Owner's records at any time during the Term of this Agreement and for 5 years thereafter in order to ensure compliance with this Agreement. Owner shall make all records available to the City on the Property or at another location in the City following reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. This Section 4.5 shall survive the termination or expiration of this Agreement. 5. LOAN. 5.1. Amount. The City will loan Owner $53,000.00 of UDAG miscellaneous revenue for the Project on the terms and conditions set forth herein. 5.2. Change in Project Budget. Owner agrees to utilize the Funds provided under this Agreement to supplement rather than supplant funds otherwise available for construction of the Project. 5.3. Loan Terms and Conditions. Owner will be required to: 5.3.1 Execute and deliver the Promissory Note and Deed of Trust along with any other Loan Documents required by City. 5.3.2 Fumish City ., Leader's dams Title Pokey in the a .,+of the Loan. . 5.3.3 Pay a l ewes asseeiated with elesi fig the Lean. UDAG Loan Agreement Page 6 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 5.3.4 Provide City with an estimMed etfle eiA statemefA f.,..r, the t;+lo eempany at least 3 business days before elosing. 5.3.5 Owner will ensure that the City's Deed of Trust will be in first lien position during the term of the Loan, unless otherwise approved in writing by City. City must approve in writing any secured financing for the Project that is to be subordinate to the Loan. 5.3.6 The term of the Loan shall be as specified in Section 3.1. The Loan is a forgivable, deferred payment loan. Repayment of the Loan will only be required if(i)Owner fails to complete the Project by the Completion Deadline; or (ii) Owner does not otherwise comply with the terms of this Agreement,the Loan Documents,or the UDAG Regulations during the term of this Agreement. 5.3.7 There shall be no interest on the Loan. Early repayment of the Loan shall not relieve Owner 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 Owner of such obligations. 5.3.8 The Deed of Trust shall secure both repayment of the UDAG Funds and performance by Owner of its obligations under this Contract during the Performance Period. 5.3.9 At City's sole diser-etien,defitult under-the City Loan may be eensidefed ., de „l+ of the UDAG A r Loan. 5.3.10 Failure by Owner to comply with Section 5.3 will be an event of default under this Agreement and the Loan Documents.. 5.3.11 As a condition precedent to receipt of any Funds, Owner must execute this Agreement and any other documents required by City and record the Deed of Trust. 5.4. Draws on Loan Funds. Funds will be disbursed directly to Owner upon City's approval of Owner's written request and receipt by the City of the following documentation relating to work undertaken on the Project for which payment is sought ( "Disbursement Request"). It is Owner's sole responsibility to ensure Contractor is paid for work performed related to each Disbursement Request within 10 business days from receiving disbursement from the City. The Funds will be disbursed in accordance with Exhibit "C" —Disbursement Schedule. Owner shall provide a copy of Exhibit "C" to Contractor and shall notify Contractor in UDAG Loan Agreement Page 7 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 writing that the City shall only pay for Construction Costs, as defined herein,in an amount not to exceed $53,000.00. Owner shall provide a copy of Exhibit "C" with Contractor's signature acknowledging that City shall not pay more than the amount included herein with Owner's first Disbursement Request. Should Contractor and Owner agree in writing to any additional renovations or improvements not included herein or in excess of the not-to- exceed amount, City shall not be liable for any amounts owed for the additional work. 5.4.1. Invoice Forms. Owner shall submit invoice forms that state the amount of Funds requested for each Disbursement Request, and the cumulative amount paid for work on the Project inclusive of the amount of the current Disbursement Request. These forms shall be in substantially the same form as that set forth in the attached Exhibit"E" —Invoice Forms,which are made a part of this Agreement for all purposes. These invoice forms must be signed by an authorized signatory of Owner. By signing such invoice forms, Owner is certifying that the costs are valid, eligible, and consistent with the terms and conditions of this Agreement, and the data contained therein is true and correct. 5.4.2 Supporting Documentation for Invoice Forms. Owner 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 5.4.1 including, but not limited to, (i) documentation showing completion of work requested for payment in an invoice; (ii) copies of all City permits and City-issued "pass" inspection reports for such work; and (iii) documentation to show compliance with BDE or DBE bidding process for such work, if applicable. 5.4.3. Project Completion Report. Owner will submit a Project Completion Report in substantially the same form as that set forth in the attached Exhibit `IF" — Project Completion Report, which is made a part of this Agreement for all purposes, within thirty days of the Completion Deadline. 5.4.4. Supporting Documentation for Project Completion Report. Owner will also supply the City with any supporting documentation requested by City to verify the information set forth in the documentation submitted pursuant to Section 5.4.3,including,but not limited to, (i)copies of all City permits and City-issued final "pass"inspection reports for such work; (ii)final lien waivers signed by Owner's Contractor or subcontractors, if applicable, as provided in Exhibit "L" — Unconditional Waiver and Release on Final Payment; and (iii) documentation to show compliance with BDE or DBE bidding process for such work, if applicable. UDAG Loan Agreement Page 8 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 5.4.4. 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 under this Agreement. 5.5. Identify Project Expenses Paid with Funds. Owner will keep accounts and records in such a manner that City may readily identify and account for Project expenses paid with Funds. These records shall be made available to City for audit purposes and shall be retained as required hereunder. 5.6. Acknowledgement of Payment of Funds. Within 30 calendar days of the Completion Deadline, Owner shall cause an officer or authorized signatory of Contractor to execute an acknowledgement that Owner has paid all Funds due to Contractor for work performed in connection with this Agreement using the form attached in Exhibit "L" — Unconditional Waiver and Release on Final Payment which is made a part of this Agreement for all purposes, or shall deliver a document executed by an officer or authorized signatory of Owner identifying all or any portion of the Funds that Owner has not paid to Contractor. Failure to comply with this section shall be considered an event of default under this Agreement. 6. PROJECT. 6.1. Completion of Project. 6.1.1. Improvements. Owner must complete the Project by the Completion Deadline. Construction of the Project must pass all applicable City-required inspections during the construction period, and receive a final "pass inspection" report from City by the Completion Deadline. 6.2 Employment Requirements. Owner must make reasonable efforts to employ at the facility on the Property a minimum of 2 FTE employees who reside within NEZ Area 6 by the end of the Loan term. In order to demonstrate compliance with the requirements of this Section, Owner shall provide the City with an annual employment report that sets forth information as to the number of FTE employees employed by the Owner 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 151h day of the month following the end of the 12 months covered by the report. In the event that the 151h day of the month in which such a report is due falls UDAG Loan Agreement Page 9 Mania E's BBQ and Home Style Cooking Rev. 5/7/2019 on a weekend or a City holiday, the report shall be due the next business day. At the City's request, Owner shall provide any additional documents or records reasonably necessary for the City to verify the employment requirements for the Project. Owner must maintain copies of all such documentation for 5 years following expiration of this Agreement. This Section 6.2 shall survive expiration or earlier termination of this Agreement. 6.3 Subcontracting with Small and Minority Firms,Women Business Enterprises Commitment. For procurement contracts$50,000.00 or larger, Owner agrees to use its best efforts to comply with the City's policy to involve Minority Business Enterprises and 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. Owner agrees to incorporate the City's BDE Ordinance, and all amendments or successor policies or ordinances thereto, into all contracts and subcontracts for procurements $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. 6.4. Issuance of Final "Pass Inspection" Report. Within 60 calendar days of the issuance of a final "pass inspection" report by the City, and following receipt by the City of the final construction spending report for the Project, and assessment by the City of the information contained therein, it shall certify that the Completion Deadline has been fulfilled. 6.5. Inspections. At any time during normal office hours throughout the term of this Agreement, and following reasonable notice to Owner, Owner 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. Owner shall cooperate fully with City during any such inspection and/or evaluation. Notwithstanding the foregoing, Owner shall have the right to require that any City representative be escorted by Owner's security personnel while on the Property. 6.6. 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 Owner or any of its contractors, their respective officers, agents, employees and subcontractors, for UDAG Loan Agreement Page 10 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 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 Owner or any of its contractors, and their respective officers, agents, employees and subcontractors. 6.7. Other Laws. The failure to list any federal, state or City ordinance, law or regulation that is applicable to Owner does not excuse or relieve Owner from the requirements or responsibilities in regard to following the law, nor from the consequences or penalties for Owner's failure to follow the law, if applicable. 7. AUTHORITY TO EXECUTE AGREEMENT. Owner 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. 8. AUDITS BY CITY. City reserves the right to perform an audit of Owner'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,UDAG Regulations,or other City policies, and Owner 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 Owner 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 Owner. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT OWNER HAS FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED THE FUNDS OR SPENT FUNDS ON ANY INELIGIBLE ACTIVITIES, OWNER 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. 9. DEFAULT AND TERMINATION. 9.1. Failure to Complete the Project. If Owner does not complete the project by the Completion Deadline, City will have the right to terminate this Agreement immediately upon provision of written notice to Owner. In this event,Owner shall forfeit all rights to the Loan and shall be required to pay back any amounts previously paid by City to Owner or Contractor in accordance with this Agreement. UDAG Loan Agreement Page 11 Mama E's BBQ and Home Style Cooking Rev.5/7/2019 9.2. In General. Unless specifically provided otherwise in this Agreement,Owner shall be in default hereunder if Owner breaches any term or condition of this Agreement or any term or condition of any agreement it has for the use of the City Loan. 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 Owner 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 Owner. In this event, Owner shall forfeit all rights to the Funds and shall be required to pay back any amounts previously received by Owner in compliance with this Agreement. 9.3. No Funds Disbursed while in Breach. Owner understands and agrees that no Funds will be disbursed by the City at any time that Owner is in default under this Agreement or any agreement it has for the use of the Funds, even if Owner has additional time to cure or is attempting to cure such default. 9.4. By Owner for Convenience. Owner may terminate this Agreement for any reason by providing at least 30 calendar days' written notice to the City. 9.5. Cessation of Business Operations. In the event the business operated on the Property, Mama E's BBQ and Homestyle Cooking, ceases to operate on the Property, this Agreement shall immediately terminate effective as of the date of cessation of business operations. 10. REPAYMENT OF FUNDS. In the event that this Agreement is terminated for any reason pursuant to Section 9 above, Owner must repay any Funds disbursed hereunder within 60 days of the effective date of termination. If Owner fails to repay any such Funds, the City shall have the right to exercise all legal remedies available to it under this Agreement,including foreclosure under the Deed of Trust. 11. ASSIGNMENT. This Agreement shall inure to the benefit of and is binding on the Parties and their respective legal representatives, successors and assigns. Owner shall not assign all or any part of its rights,privileges,or duties under this Agreement without City's prior written consent.Any such assignment will not release Owner from its obligations under this Agreement. Any attempted assignment of this Agreement without City's written consent shall be void, and shall constitute a breach of this Agreement. UDAG Loan Agreement Page 12 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 12. INDEMNIFICATION AND RELEASE. OWNER,AT NO COST TO THE CITY,AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY,ITS OFFICERS,AGENTS,SERVANTSANO 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(INCL UDING ALLEGED DAMAGE OR LOSS TO COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY, INCL UDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i)OWNER'S BREACH OFANY OF THE TERMS OR PROVISIONS OF THISAGREEMENT OR(ii)ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF OWNER, 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. OWNER 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. Section 12 shall survive the expiration or termination of this Agreement. 13. INSURANCE AND BONDING. Owner 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, Owner 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 performance or nonperformance of this Agreement. Owner shall maintain, or require its general contractor to maintain, the following coverages and limits thereof set forth in Exhibit "I" — Insurance Requirements, which is attached hereto and incorporated herein for all purposes,at the limits specified therein. Owner shall maintain its insurance with underwriters authorized to do business in the State of Texas and which are satisfactory to the City. 14. LITIGATION AND CLAIMS. Owner shall give the City immediate notice in writing of any action, including any proceeding before an administrative body, filed against Owner in conjunction with this Agreement or the Project. Owner shall furnish immediately to City copies of all pertinent papers received by UDAG Loan Agreement Page 13 Marna E's BBQ and Home Style Cooking Rev. 5/7/2019 Owner with respect to such action or claim. Owner shall provide a notice to City within 10 days upon filing under any bankruptcy or financial insolvency provision of law. 15. 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. Cam: City of Fort Worth Attention: Director Neighborhood Services Department 200 Texas St. Fort Worth, TX 76102 Telephone: 817-3 92-7540 With a copy to: City of Fort Worth Attention: Jo Ann Pate City Attorney's Office 200 Texas St. Fort Worth, TX 76102 Telephone: 817-3 92-7600 City of Fort Worth Attention: Project Coordinator Neighborhood Services Department 200 Texas St. Fort Worth, TX 76102 Telephone: 817-3 92-7540 OWNER: Mama E's BBQ and Home Style Cooking Attention: Ernestine Edmond and Samuel Edmond, Owner 818 East Rosedale Street Fort Worth, TX 76104 Telephone: 817-757-8919 16. 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. UDAG Loan Agreement Page 14 Mama E's BBQ and Home Style Cooking Rev.5/7/2019 17. 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. 18. 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. 19. 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. 20. NO THIRD PARTY RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of City and Owner, and any lawful assign or successor of Owner, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 21. FORCE MAJEURE. Subject to any CDBG Regulations,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. 22. 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. 23. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. UDAG Loan Agreement Page 15 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 24. 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 Owner 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. 25. IMMIGRATION NATIONALITY ACT. City actively supports the Immigration & Nationality Act ("INA") which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Owner shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Owner shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement.Owner shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Owner shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Owner shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Owner. 26. BOYCOTTING ISRAEL PROHIBITED. Owner acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (i) does not boycott Israel; and (ii) 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,Owner certifies that Owner's signature provides written verification to City that Owner: (i) does not boycott Israel; and (ii) will not boycott Israel during the term of this Contract. 27. 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. [SIGNATURES IMMEDIATELY FOLLOW ON NEXT TWO PAGES] UDAG Loan Agreement Page 16 Mama E's BBQ and Home Style Cooking Rev.5/7/2019 EXECUTED to be effective as of the Effective Date: CITY OF FORT WORTH: By: 75Z�"C." Fernando Costa, Assistant City Manager Date: APPROVED AS FORM AND LEGALITY: By: �= FORT Jo te, istant City Attorney O�: O�'', ATT S !- Ci Secret j 7.1 >.S M&C: C-28938 Date: 12,/4/2018 Z, Z. Form 1295: 2018-36-6-H 40031 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reportinV,requirements. 6� 4 Chad LaRoque, Housing Development and Grants Manager MAMA E'S BBQ AND HOME STYLE COOKING,a for-profit business By: 2, By: �1111h, 21�,/ Ernestine Edmond, Co-Owner Sammy G. Ed ond, Co-Owner Date: 3 �O l Date: S ' �`cl 11 OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX UDAG Loan Agreement Page 17 Mama E's BBQ and Home Style Cooking ev. EXHIBITS Exhibit "A"—Map and Property Description Exhibit "B"—Project Summary and Proposal Exhibit "C"—Disbursement Schedule Exhibit "D"—Loan Documents Exhibit "E"—Invoice Forms Exhibit "F" Project Completion Report Exhibit"G" —' Annual Evaluation Report Exhibit " Audit Requireme N/A Exhibit "I"—Insurance Requirements Exhibit "L"—Unconditional Waiver and Release on Final Payment Exhibit "M" —Map of Central City Exhibit "N" —Map of Neighborhood Empowerment Zone Area 6 UDAG Loan Agreement Page 19 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 EXHIBIT "A" MAMA E'S BBQ AND HOME STYLE COOKING MAP AND PROPERTY DESCRIPTION 818 E. Rosedale Street Council District 8 w � ©cwmKcvw a18 E-Rosedale SL w f_ -' `f W, 1 � r .w ' ` ► s ! ' r Mama Vs BBQ and►lasts Slyle Cookbv •, 818 E-Rosedale St VM rE OLEANDER •1e i 1 Lewd I Mama E's BBQ and - ® Home We Cook r g } s 818 E Rosedale SL UDAG Loan Agreement Page 19 Mama E's BBQ and Home Style Cooking Rev.5/7/2019 Exhibit A GF-Humber 07R36022 AW BEING Lot 33, Block 5, Evans South Addition to the City of Fort Worth, TARRANT County, Texas described by metes and bounds as follows: BEGINNING on the South line of White Street 200 feet of the W"t line of Bvans Avenue; THENCE West with White Street 40 foot; THENCE South 100 feet; THENCE East 40 feet; THENCE North 100 feet to the POINT OF BEGINNING. SAVE AND EXCEPT a parcel of land out of Lot 33, Block S. Evans South Addition, an addition to the City of Fort Worth, and being a portion of said Lot 33, as conveyed to KRC. National Management Company, by deed recorded in Volume 5237, Page 950, Doed Records, TARRANT County, Texas and being more particularly described as follows: BEGINNING at the Northeast corner of said Lot 33; THENCE South 00 degrees 26 minutes 24 seconds East with the East line of said Lot 33, 20 27 feet to a point on a curve, the center of which bears North 12 degrees 11 minutes 12 seconds East, a radius of 918.62 feet; THENCE Northwesterly, along said curve to the right an are distance of 41.21 feet to a point in the West line of said Lot 33; THENCE North 00 degrees 26 minutes 24 seconds West, with the West line of said Lot 33, 10 36 feet to the Northwest corner of said Lot 33, AND Lot 34, Block 5, Evans South Addition to the City of Fort Worth, TARRANT County, Texas, described by metes and bounds as follows-. BEGINNING at a stake in the South line of White Street, 240 feet West and 220 feet North of the Southeast corner of said Block 5, Evans South Addition; THENCE South 100 feet, a stake; THENCE West. 40 feet, a stake, THENCE North 100 feet, a stake in the South line of White Street; THENCE East, with said South line 40 feet to the PLACE OF BEGINNINC, SAVE AND EXCEPT a parcel of land out of Lot 34, Block S, Evans South Addition, an Addition to the City of Fort Worth and being a portion of said Lot 34 as conveyed, to the Commenco Corp. by dead recorded in Volumo 4782, Page 951, Deed UDAG Loan Agreement Page 20 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 Exhibit A (Continued) CF-Nurnber 07R36O22 Records, TARRANT County, Texas and more particularly described as follows: BEGINNING at the Northeast corner of said Lot 34; THENCE South no degrees 26 minutes 24 seconds East with the East line of said Lot 34, 10.36 feet to a point on a curve, the center of which bears North 14 degrees 45 minutes 26 seconds East, a radius distance of 918.82 feet; THENCE Northwesterly along said curve to the right an arc distance of 36.83 feet to a point in the North litre of said Lot 34; THENCE North 89 degrees 33 minutes 36 seconds East, with the North line of said Lot 34. 35.34 feet to the PLACE OF BEGINNING and CONTAINING 387.70 square feet of land, more or less. SAVE AND EXCEPT those portions of Lots 33 and 34 conveyed to the City of Fort Worth in Volume 7163. Page 1620 and in Volume 16734, Page 206 Deed Records, TAR RAN T County, Texas. UDAG Loan Agreement Page 21 Mama E's BBQ and Home Style Cooking Rev.5n12019 EXHIBIT "B" MAMA E'S BBQ AND HOME STYLE COOKING PROJECT SUMMARY AND PROPOSAL Capitalized terms not defined herein shall have meanings assigned to them in the Agreement. DESCRIPTION: Owner proposes to renovate the storefront and parking lot of Mama E's BBQ and Home Style Cooking restaurant at 818 East Rosedale Street. Exterior renovations includes hard construction costs related to repairing the parking lot and adding ADA accessibility features; demolition of unsafe electrical wiring; cleaning, repairing and painting the storefront; installing fencing, an outdoor seating area, and wall light features; and replacing existing business signage with a sign that incorporates Historic Southside logo design elements. SPECIFIC PURPOSE: The specific purpose of the Project is to aid in the revitalization of the Historic Southside neighborhood and adjacent Evans & Rosedale Urban Village by renovating the exterior of an anchor business in the Village. PROJECT OBJECTIVES: The Project will accomplish the public purpose of furthering HUD's national objective of promoting activities that benefit low- and moderate-income persons and neighborhoods in Fort Worth. UDAG Loan Agreement Page 22 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 PPS Marshall Custom Services 2817 E. 4th Street Fort Worth, TX 76111 ' Donald Marshall 817-996-7317 PROPOSAL AND ACCEPTANCE CONTRACT I► � &&CUE, Dabs CUSTOMMS)NAME PHONE NO. el 2WA(,GSlU;T b7 95G-731 Utz �11--33zz- STXWrADDRESS JO SITE NA TI N F?ti-T I-o 4 p Tex/ks l W y sn-i)7s77-51 17 C Y/ST TE/ZIP CODE JOB STf 8 PHONE NQ Pey a .CuM/1 SPECIFICATIONS AND ESTI TES FOR: 130010I PE71LI IT JV S17l/ I�AAPX-A,0 P4YWAIG SfPg K/NG 4�2/lCllJ& E f AR�'J-4T .?FAINT CYMR IL 1300 ,vC PI�EsSua:t t�QsN i�'1 1>JG P2fl� -p �,r I NS01 1 L^PEro ce AT HACK Phk OFA ky17 Z)91VF0 ors: • /NSinll q 17AJ 90101 n1` _AA) W1TY I 'x 2A1kild All /i' gy/6`?3 7r- NS7x11�'►NFA lU/N��j��lTlOf(�Utt1)I�G�D/���II�Ji�/.uP� Drrl+�lr✓�(� ; 3�S003'�- Stet l RR€.c rr)EQs1 tfbNj)ICOP X� PEAr�r,�� Uri ! 0 t�S7 it CrTwetwA11 ,cl'rf'M'tF welD VNPAFE 6& �- ,L j� 1N 1�[l)I TOf �CEd/F,ut�L. RAC/ •cr #x&1-4Poh-f N t+/rf 101i9h - SS WE WILL FURNISHMA IAL AND LABOR-INACCC06ANCL-WiTHTMEABOVE- . SPECIFICATIONS FOR HE SUM OF:S ,PAYMENT TO BE MADE AS FOLLOWS: THIS CONTRACT IS THE ENTIRE AGREEMENT BETWEEN`THE PARTIES. ALL WORK TO BE PERFORMED AND COMPLETED IN A WORKMANLIKE MANNER VYE ARE NOT RESPONSIBLE FOR, DELAYS BEYOND OUR CONTROL. ANY DEVIATION FIk0M THE ABOVE PROPOSAL WILL INVOLVE EXTRA COSTS AND WILL BE EXECUTED ONF Y,UPON WRIFEN ORQF / _R•S. .AUTHORIZED SIGNATURE�f C���/ /�' t . .. 0NOTE:THIS PROPOSAL MAYBE WITHDRAWN BY US IF NOTACCEPTEDVWIN "DAYS.' ACCEPTANCE OF PROPOSAL: THE ABOVE PRICES,SPECIFICATIONS AND CONDITIONS ARE -SATISF CTORY AND ARE HEREBY ACCEPTED. PAYMENT WILL BE MADE AS OUTLINED ABOVE. SIGNATURE \\ t DATE OFACCEP�'ANCE SIGNATLMe ' , 1,1 UDAG Loan Agreement Page 23 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 pP L Marshall Custom Services 2817 E. 4th Street Fort Worth, TX 76111 Donald Marshall 817-996-7317 PROPOSAL AND ACCEPTANCE CONTRACT esft CUSTOMMS2 NAME PHONE NO. kiff-PLiF I AW1 STREET ADDIEW JOB SITE NAMEA=ATION too Lop rfxo I mly 01T/8TAT*W CODE JOB SITE PHONE NO. SPECIFICATIONS AND ESTIMATES FOR: jAIDL t ji). 4 S 2- •° WE WILL FURNISH MATERIALAND LABOR-IN ACCORDANCE WITH THE ABOVE SPECIFICATIONS FOR THE SUM OF:$ r,� 0 PAYMENT TO BE MADE AS FOLLOWS: THIS CONTRACT IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES. ALL WORK TO BE PERFORMED AND COMPLETED IN A WORKMANLIKE MANNER WE ARE NOT RESPONSIBLE FOR DELAYS BEYOND OUR CONTROL. ANY DEVIATION FROM THE ABOVE PROPOSAL WILL INVOLVE EXTRA COSTS AND WILL BE EXECUTED ONLY UPON=��� AUTHORIZED SIGNATURE , �� NOTE:THIS PROPOSALMAY BE WITHDRAWN BY US IF NOT ACCEPTED WITHIN DAYS, ACCEPTANCE OF PROPOSAL: THE ABOVE PRICES,SPECIFICATIONS AND CONDITIONS ARE SATISFACTORY AND ARE HEREBY ACCEPTED. PAYMENT WILL BE MADE AS OUTLINED ABOVE. SGNATURE DATE OFACCWTANCE— SGNATURE UDAG Loan Agreement Page 24 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 EXHIBIT "C" MAMA E'S BBQ AND HOME STYLE COOKING DISBURSEMENT SCHEDULE Milestone Payment Amount Within 60 days of the Loan closing. Up to $26,500.00* Within 60 days of City's issuance of a final "pass inspection" Up to $26,500.00 report and acceptance of a completed Exhibit "F" — Project Completion Report. TOTAL LOAN AMOUNT $53,000.00 *Site preparation expenses authorized or expended by the Owner before the Effective Date are eligible for reimbursement by the City at the City's sole discretion and will be attributed to the performance of this Loan Agreement. No other expenses shall pre-date the Effective Date of this Contract. UDAG Loan Agreement Page 25 Manna E's BBQ and Home Style Cooking Rev. 5/7/2019 EXHIBIT "D" MAMA E'S BBQ AND HOME STYLE COOKING LOAN DOCUMENTS UDAG Loan Agreement Page 26 Mania B's BBQ and Home Style Cooking Rev. 5/7/2019 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: Grantor: Sammy G. Edmond and Ernestine Edmond Grantor's Mailing Address: Attention: Ernestine Edmond, Co-owner 818 East Rosedale Street Fort Worth, TX 76104 Trustee: Jo Ann Pate or Leann D. Guzman Trustee's Mailing Address: c/o City Attorney's Office City of Fort Worth 200 Texas Street Fort Worth, TX 76102 Lender: City of Fort Worth, Texas, a Texas municipality Lender's Mailing Address: c/o Neighborhood Services Department 200 Texas Street 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"). UDAG Loan Agreement Page 27 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 Obligation Note Original principal amount: $53,000.00 Borrower: Sammy G. Edmond and Ernestine Edmond Lender: City of Fort Worth, Texas, a Texas municipality Maturity Date: May 31, 2024, as more particularly described in City Secretary Contract No. 52253, a public document on file in the Office of the City Secretary, City of Fort Worth, 200 Texas Street, 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 Lots 33 and 34, Block 5, of EVANS SOUTH ADDITION, an Addition to the City of Fort Worth, Tarrant County, Texas, as more particularly described in the attached Exhibit "A". Property address: 818 East Rosedale Street, Fort Worth, Texas 76104 Prior Lien: None 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; UDAG Loan Agreement Page 28 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 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. B. 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. UDAG Loan Agreement Page 29 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 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 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 180 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. 8. 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. UDAG Loan Agreement Page 30 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 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 JOK comsion to Trustee; b. To Lender, the full amount of principal, interest, Amey's fees, and other charges due and unpaid; C. Any amounts required by law to be paid loci } c payment to Grantor; and d. To Grantor, any balance; and 4. Be indemnified, held harmless, and Mended by Lender against all costs, expenses, and liabilities incurred by Trustee for aefing 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, incurredy 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 possc0.1 to the purchaser. If Grantor fails to do so, Grantor will become a tenant at suffance of the purchaser, subject to an action for forcible detainer. AV 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. UDAG Loan Agreement Page 31 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 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 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. UDAG Loan Agreement Page 32 Mama E's BBQ and Home Style Cooking Rev.5/7/2019 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. 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 voluntariy 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. UDAG Loan Agreement Page 33 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 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 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, UDAG Loan Agreement Page 34 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 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 venture; 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 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. UDAG Loan Agreement Page 35 Mama E's BBQ and Home Style Cooking Rev.5/7/2019 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: 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 UDAG Loan Agreement Page 36 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 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. MAMA E'S BBQ AND HOME STYLE COOKING By: , Sammy G. Edmond, Owner By: Ernestine Edmond, Owner STATE OF TEXAS } } COUNTY OF TARRANT } This instrument was acknowledged before me on by Ernestine Edmond and Sammy G. Edmond,Co-owners of Mama E's BBQ and Home Style Cooking, on behalf of said entity. NOTARY PUBLIC, STATE OF TEXAS AFTER RECORDING RETURN TO: Attn: Chad LaRoque Neighborhood Services Department City of Fort Worth 200 Texas Street Fort Worth, Tarrant County, TX 76102 UDAG Loan Agreement Page 37 Mama E's BBQ and Home Style Cooking Rev.5/7/2019 PROMISSORY NOTE Date: Borrower: Sammy G. Edmond and Ernestine Edmond Borrower's Mailing Address: Attention: Ernestine Edmond, Co-owner Mama E's BBQ and Home Style Cooking 818 East Street Fort Worth, TX 76104 Lender: City of Fort Worth, Texas, a Texas municipality Place for Payment: c/o Director,Neighborhood Services Department 200 Texas Street Fort Worth, Tarrant County, TX 76102 or at any other place that Lender may designate in writing Principal Amount: $53,000.00 Loan Authority: The loan evidenced by this Note (the "Loan") and secured by the 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: May 31, 2024, as more particularly described in City Secretary Contract No. 52253, a public document on file in the Office of the City Secretary, City of Fort Worth, 200 Texas Street,Fort Worth, TX 76102 (the "Loan Agreement") Annual Interest Rate on Matured, Unpaid Amounts: 6% 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"). On performance of the obligations described in the Loan Agreement including the UDAG Loan Agreement Page 38 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 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 Jo Ann Pate, Trustee, or Leann D. Guzman, Trustee, which covers certain lots in the POLYTECHNIC HEIGHTS ADDITION,an addition to the City of Fort Worth,Tarrant County,Texas,more commonly known as 3000,3012,3014,and 3016 East Rosedale Street,as more particularly described in the attached Exhibit"A" (the"Property") Other Security for Payment: None Prior Lien None 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 UDAG Loan Agreement Page 39 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 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 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 Loan Agreement,the Deed of Trust or any other Loan Document, the provisions of the Loan 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. MAMA E'S BBQ AND HOME STYLE COOKING By: Sammy G. Edmond, Owner By: Ernestine Edmond, Owner UDAG Loan Agreement Page 40 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 EXHIBIT "E" MAMA E'S BBQ AND HOME STYLE COOKING INVOICE FORMS Attachment I Owner: Mama E's BBQ and Home Style Cooking Address: 818 East Rosedale Street City, State, Zip: Fort Worth, TX 76104 Period of Service: FEIN#: Amount Project This Invoice Cumulative to Date Mama E's BBQ and Home Style Cooking Exterior Renovation Owner's Certification: By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of the Federal award. I am aware that any false, fictitious or fraudulent information, or the omission of any material fact, may subject me to criminal, civil, or administrative penalties for fraud, false statements, false claims, or otherwise. U.S. Code Title 18, Sec. 1001 and Title 31, Sec. 3729-3730 and 3801-3812. Signature and Date: Name: Title: UDAG Loan Agreement Page 41 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 Attachment II City of Fort Worth Neighborhood Services Department Expenditure Worksheet Owner:Mama E's BBQ and Home Style Cooking Project: Mama E's BBQ and Home Style Cooking Exterior Renovation Check Line No. No. Date DOAccount CodeAmon 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 TOTAL UDAG Loan Agreement Page 42 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 EXHIBIT "F" MAMA E'S BBQ AND HOME STYLE COOKING PROJECT COMPLETION REPORT FORT WORTH. City of Fort worth lroo""—, Project Completion Report L PROJECT INFORMATION ��r Name: Address of Property Sublet[to Agrernherrr: Conoruttion Start Date �...�_.___Y...._.r� Construction Completion Date: 1 odeafisruanaeafttrecwwAzteofoontpamyariwlCky'passirhspediorh"mporer .....-._..�, PropertyOwner: Project contact: Title: Telephone: Fax E-Mail: Property Owner Address Of Ddbretrt): 'Please attach a copy of Certificate of Occupancy or City*pass inspection report. IL IFNESfM NT VALUATION REAL PROPERTY Current Year Appraised Value-Land:.S cuurent Year Appraised Value-Impwveffwnt:S Appraised Value of Improve nents Added:$ PERSONAL PRO PERTY(the value as reported to and termed by the Tarrant Appraisal Dtatrtct Current Year Appraised Value•Machirhery,Equipment and Other Business Personal Property S New Machinery and Equipment Costs Incurred During Period$ Cunent Year Appraised Value Inventory and Supplies$ Appraised Value of Machinery►,Equipment and Other Business Personal Property Added:S Percentage of Inventory Subject to Other Exemptions 0*-FreeportSweign Trade Zanel: % Ill. CONSTRUCTION SPENDING AND SBE SPENDING Cornpany narnes,addresses,and the amounts paid during the con tnxbon period should be attached to this report. CONSTRUCTION Total Construction Dollars Spent:S FORT WORTH COMPANIES Unless specified otherwise in your agreement a Fort Worth Cornpany 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 speutfic eornmitrnent set forth in a given agreerneriL Total Construction Dollars Spent with Fort Worth companies:$ Percentage of Total Construction Dollars Sperm with Fort Worth Companies: % UDAG Loan Agreement Page 43 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 FORT WORTH._ city of Fort worth -"Ir- Projed Comp d CONSTRUCTM SPOMMM AID SBE SPENDING COWL SBE A Fort Worth Certified SIN Company is defined as a minarity or wonwkowned business that p)has received certification as either a..ii,xm ity,business enterprise a woman business enterprise(WBE),or a disadvantaged business enterprise (DBE)by the North Central Texas Regional CerbTcation Agency(NCTRCA),and A has a Principal Ofiae boated witM the corporate limits of the City of Fort Worth that provides the product or service for which oredt is sought tar pure Ines of a speak commitment set forth in a given agreement Please verily that WWBE vendors are looted in Fort Wraith by contacting the SBE office at(817)392-2674 ar Total Construction Dofears Spent with Fort Worth Certified SBE Companies S Percentage of Tod Construction Dollars Spent with Fad Worth Certified SBE Companies 96 IVJOB[MTWIMEFOU JN Total Current Employees at End of Reportig Period: Tod Current Emplolees that are Fort Worth Residents: Tod Current Employees that are Central City Residents: Tod Current Employees that Qualify as LowModmW Income: Please verify that your employees im within Fort Worth by using the interactive map tool found at httyWhiaait.fortworthtexas. govA*D IMag_Once you arrive at the website dick on Employment Incentives Report Also provide an excel document with all your employrnent information by email to.ieA-bn3wn&fhrt%varftPya,Um V.ADDITIONAL WORW7M(TO BE ATTAOiM C j List of Business Personal Property Tarrant Appraisal District Account Numbers apMeaw.b►OPftwm rreWd n".q List of Real Property Tarrant Appraisal District Acrounrt Numbers owme.aeq Capy of Certifiate of Occupancy City Issued-Pass inspection Repair A Copy of Certification(or the artilication number)from the North Central Tens Regional Certtflatlori AgnKy for r f..SK Venda Employee Address Verification Report with Supporting Documentation.including homes addresses of permanent,full- time employees heed per the agreement and their annual income VL CERTIFKATK)N In comedian with the review of the tax abatesnenifeconomic 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 beiK the fdbnving representations made to the City of Fort Worth: 14 We are responsible for the information provided in the Project Completion ReporL 2-) The City of Fort Worth is respansibie for evaluating the criteria and determining that the aitena arc appropriate far meeting the temps of the agmernert. 34 We have made available all information that we believe is ml evarit to the Project Completion Report. 44 We vn7 respond fully to all inquiries made by the City of Fart Worth during the review. UDAG Loan Agreement Page 44 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 FORT WORTH- city of Fort Worth Project t letion RWort VLCERTiFICATM CONT. Boma&certifyingOrker: mume Title' E-road: sigrrit"of certifying afkw Date: In order to rowAln eb0Ue for the tnceurve%ym■oug retwn the aoaapieted nepwt twlWla 60 daps d iawanw d a QrWkate of Oca*ancy or City'l m bu pecdlon llepw 1 by eno to Leah Bmvm at . IF you ppelm.1m mW also pmv de a bard copy vw Hand deliMery: Mail: City of Fat Worth City of Fat Worth Neighborhood Services Department Neighborhood Services Department Attn:Leah Brown Attn:Ms.Leah Brown 908 Monroe 200 Texas Street Fort Worth,Texas 76102 Fat Worth,Texas 76102 Far awmance phase oonW Leah Brown at the a-mad above or(817)3924M. Mama E's BBQ and Home Style Cooking Rev.5/7/2019 EXHIBIT "G" MAMA E'S BBQ AND HOME STYLE COOKING ANNUAL EVALUATION REPORT FORT WORTH City of Fort Worth Annual Evaluation Report Reporting Period:January 1, to December 31. L PROJECT INFORM AT10N co mparrifi"ect Name: Address of Property s*ectto Agreement: Property Owrner. Project Contact Tide: Telephone: Fax E-mail: Property Owner Address Of Different): II.INVfS MtNTVALUATK)N REAL PROPERTY Current Year Appraised Value-Land:S Current Year Appraised Value-Improvements S Appraised value of Improvements added this period:S PERSONAL PROPERTY Bbe value as reooMW to and cerafted by the Tarrant Aoorasal Districtl Current Year Appraised Valise-Machinery,Equipment and Other Business Personal Property:S New Machinery and Equiloment Costs Incurred During Period:S Current Year Appraised Value-Inventory and Supplies:S Appraised Value of Machinery.Equipment and other Business Personal Property added this Period:S Percentage of Inventory Subject to Other Exemptions(Le.Freeport/Foreign Trade Zane): % III.JOB CAFATIONME-7NITION Total Current Employees at End of Reporting Period: Total Current Employees who are Fort Worth Residents. Total Current Employees who are Central City Residents: Total Current Employees who Qualify,as Having Low/Moderate Income Average Salary During Reporting Period:S Please verify that your employees live within Fort worth by using the interactive map tool found at htW1maoitfor ht texas- oov/HED Ma o%Once you arrive at the site dick on Employment Incentives Report.Also submit an excel document with all your employment information via e-mail to leahlxownofortwo►thtexasaov. IY.SUPPLY AND SERVICE CCUFRACT5 AWARDS TO FORT WORTH COMPANIES Total Supply and Service Contract Dollars Spent this Reporting Period:S Total Supply and Service Contract Dollars to Fort Worth Companies:S Percentage of Total Supply and Service Contract Dollars to Fort worth companies: % AWARDS TO SMALL BUSINESS ENTERPRISE(SBE) Total Supply and Service Contract Dollars to SBE Companies:S Percentage of Total Supply and Service Contract Dollars to SBE Companies: % UDAG Loan Agreement Page 46 Mama E's BBQ and Home Style Cooking Rev.5/7/2019 FORT WORTH City of Fort Worth —� � Annual Evaluation Report Company/Project Name; V.ADDITIONAL INFORMATION(TO BE ATTACHED) List of Real Property Tarrant Appraisal District Account Numbers H#0c on %i1+"P**"g cQft06aM.w D Copy of Certificate of occupancy issued by the City of Fort Worth's Planning and Development Department up0..w b ire. A Copy of Certification(or the certification number)from the North Central Texas Regiond Certification Agency for fach SSE Vendor ❑Employment Irnumbves Report with Supporting Documentation(see Section in) []list of Vendor Names,Addresses,and Amounts Paid During Reporting Period VL CFICAI<M In connection with the review of the tax abaternimVeconomic development grant agreement for the respective audit term between the City of Fort worth and (Company Name) we confirm,to the best of our laio�wledge and belief,the fdlowring representations made to the City of Fort worth. 14 We are responsible for the Information provided in the Annual Evaluation Report 24 The City of Fort Worth is responsible for evahratir►g 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 everts occur subsequent to February 1 st of Report year that would require adjustment to, or modification to,the Annual Evaluation Report. 54 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 via e-mail to Leah Brown at 19AAmown@foftmrthtoxas.gov gov if you prefer,you may also,provide a hard copy in person at: City of Fort Worth Neighborhood Services Department Attn:Ms.Leah Brown-Neighborhood Development Coordinator 908 Monroe St 3rd Floor Fort Worth,Texas 76102 UDAG Loan Agreement Page 47 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 EXHIBIT "H" MAMA E'S BBQ AND HOME STYLE COOKING AUDIT REQUIREMENTS INTENTIONALLY DELETED UDAG Loan Agreement Page 48 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 EXHIBIT "I" MAMA E'S BBQ AND HOME STYLE COOKING INSURANCE REQUIREMENTS Owner 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, Owner 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. Owner shall maintain, or require its general contractor to maintain,the following coverages and limits thereof: Commercial Property Insurance Equal to the value of the property(actually known as Mama E's) Additional Requirements Such insurance amounts shall be revised upward at City's reasonable option and no more frequently than once every 12 months, and Owner shall revise such amounts within 30 days following notice to Owner of such requirements. Owner 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 Owner'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: VIl 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. Owner shall require its contractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, Owner shall require its contractors to provide Owner with UDAG Loan Agreement Page 49 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 certificate(s) of insurance documenting such coverage. Also, Owner shall require its contractors to have City and Owner endorsed as additional insurers(as their interest may appear)on their respective insurance policies. Owner shall require its general contractor to maintain builders risk insurance at the value of the construction. UDAG Loan Agreement Page 50 Mama E's BBQ and Home Style Cooking Rev. 5/7/2019 EXHIBIT "L" MAMA E'S BBQ AND HOME STYLE COOKING UNCONDITIONAL WAIVER AND RELEASE ON FINAL PAYMENT UDAG Loan Agreement Page 51 Mama E's BBQ and Home Style Cooking Rev.5/7/2019 NOTICE: THIS DOCUMENT WAIVES RIGHTS UNCONDITIONALLY AND STATES THAT YOU HAVE BEEN PAID FOR GIVING UP THOSE RIGHTS. IT IS PROHIBITED FOR A PERSON TO REQUIRE YOU TO SIGN THIS DOCUMENT IF YOU HAVE NOT BEEN PAID THE PAYMENT AMOUNT SET FORTH BELOW. IF YOU HAVE NOT BEEN PAID, USE A CONDITIONAL RELEASE FORM. UNCONDITIONAL WAIVER AND RELEASE ON FINAL PAYMENT Project Job No. The signer of this document has been paid in full for all labor, services, equipment, or materials furnished to the property or to (person with whom signer contracted) on the property of (owner) located at (location) to the following extent: (job description). The signer therefore waives and releases any mechanic's lien right, any right arising from a payment bond that complies with a state or federal statute, any common law payment bond right, any claim for payment, and any rights under any similar ordinance, rule, or statute related to claim or payment rights for persons in the signer's position. The signer warrants that the signer has already paid or will use the funds received from this final payment to promptly pay in full all of the signer's laborers, subcontractors, materialmen, and suppliers for all work,materials,equipment,or services provided for or to the above referenced project up to the date of this waiver and release. Date (Company name) By (Signature) (Title) UDAG Loan Agreement Page 52 Mania E's BBQ and Home Style Cooking Rev. 5/7/2019 State of Texas COUNTY OF On the day of , 20_, before me personally appeared to me known to be the person(s)named herein and who executed the foregoing Unconditional Waiver and Release on Final Payment,and he/she/they acknowledged to me that he/she/they voluntarily executed the same. NOTARY PUBLIC, STATE OF TEXAS UDAG Loan Agreement Page 53 Mania E's BBQ and Home Style Cooking Rev. 5/7/2019 EXHIBIT "M" MAMA E'S BBQ AND HOME STYLE COOKING MAP OF CENTRAL CITY i i � x Central City Boundary 0 Fort Worth City Limits ETJ cca �v qr�rsrRwlaot u�unaeeee,er4ws>a Y�Molron d atpluGl!art TIM p�tr a tr Ytrn�tleea[ 0u0eres�0 ntr b hU�!Been C�eiaee tr a tr�wrWc tr 0 3 6tMes tare ow'swgrod+noVft ft auol news areiryaee arvep w eepesnb erb ee aop�lr aeupe . 1 1 1 L� I 1 � 1 1 h[a11tn dq�eeb OoirdUriea.TYe C�1 d FUR YIIaT mw�ra Ue 4elipasMlgr Rn�e UcorUq d ow UUUI. 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CARDd --,i6sk"ifr 'Nof`fgoN 'i }, Liu ufEsraNE yp ?�� R E aaG.iN-n �n ? fY[rtt - "4[wG 1 o JCEf fwsf 'p srevENsa[ ToW*WmwMs of NEZ yeogrA"-33 88 aq.mi } $ a,osG"'G Neighborhood Empowerment Zone Area Six -NEZ Area Six ` ' CtyBarb 'I' 0 1.25 .,UIN anurema U.M m .sraorp�mr�nraaaas Ib.�rN.fMp1.,.rGniM11M.M/irEEYa.till bVCE, O MVO MUbe UDAG Loan Agreement Page 55 Mama E's BBQ and Home Style Cooking Rev.5/7/2019 CITY COUNCIL AGENDA FORTWOR-I'll COUNCIL ACTION: Approved on 12/4/2018 -Ordinance No. 23484-12-2018 DATE: 12/4/2018 REFERENCE,,,,C-28938 LOG 19MAMA E BBQ AND HOME STYLE NO.: NAME: COOKING EXTERIOR IMPROVEMENTS CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Expenditure in the Amount of$53,000.00 of Urban Development Action Grant Miscellaneous Revenue in the Form of a Forgivable, Deferred Payment Loan for Storefront and Parking Improvements to Mama E's BBQ and Home Style Cooking Located at 818 East Rosedale Street in the Historic Southside Area, Authorize Execution of a Loan Agreement, and Adopt Appropriation Ordinance (COUNCIL DISTRICT 8) RECOMMENDATION: It is recommended that the City Council: 1. Authorize expenditure in the amount of$53,000.00 of Urban Development Action Grant miscellaneous revenue in the form of a forgivable, deferred payment loan for storefront and parking improvements to Mama E's BBQ and Home Style Cooking located at 818 East Rosedale Street in the Historic Southside Area; 2. Authorize the City Manager or his designee to execute a Loan Agreement, and any related documents with Mama E's BBQ and Home Style Cooking for a five-year term; 3. Authorize the City Manager or his designee to extend the Loan Agreement for one six-month period if such extension is necessary for completion of the project; 4. 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, 5. Adopt the attached appropriation ordinance increasing the actual receipts and total appropriations in the Grants Operating Fund by $289,196.12. DISCUSSION: Mama E's BBQ and Home Style Cooking (Mama E's) is an existing fast casual restaurant in operation since 2006 located at the southwest corner of Missouri Avenue and East Rosedale Street in the Historic Southside Area. Mama E's has employed over 25 employees since its opening, many of whom were referred by the Texas Workforce Commission. On October 30, 2018, Staff briefed the Housing and Neighborhood Services Committee on Mama E's request for a five-year forgivable, deferred payment loan in the amount of$53,000.00. MaMa E's is requesting the loan in order to make exterior improvements to the restaurant including repairing the parking lot and adding Americans with Disabilities (ADA) accessibility features; cleaning, repairing and updating the storefront; installing fencing, an outdoor seating area, and wall light features; and replacing existing business signage with a sign that incorporates Historic Southside logo design elements. The funding source for this grant will be lease revenues received by the City under its lease to the downtown Hilton Fort Worth Hotel of the adjacent underground parking garage (City Secretary Contract No. 11085, as amended and assigned), which was constructed using Urban Development Action Grant (UDAG) funds received by the City from the United States Department of Housing and Urban Development (HUD), pursuant to a 1979 Grant Agreement (City Secretary Contract No. 10610). The UDAG Grant to the City is closed out and therefore the lease payments are considered by HUD to be "miscellaneous revenue." Mama E's is located in a Community Development Block Grant-eligible census tract, which qualifies the project for the use of UDAG miscellaneous revenue. Staff has reviewed the project and has determined that it meets federal requirements for use of UDAG miscellaneous revenue. Staff recommends executing a Loan Agreement for$53,000.00 with Mama E's, on the following terms: Five-year forgivable, deferred payment loan; City's loan will be in first lien position; Loan secured by a Deed of Trust with Due on Sale Clause to prevent the sale or transfer of the property for the five-year term without City permission. City will release its lien at the end of the five-year term; City must receive and approve an executed contract between owner and general contractor prior to construction start; Certificate of Occupancy must be issued within 90 days of the construction start date; Funds will be paid on a reimbursement basis after completion of construction and City's final inspection; and A minimum of two of MaMa E's employees must reside in the Historic Southside or Evans Rosedale Development area. This project will benefit low and moderate income persons and accomplish the public purpose of aiding in the revitalization of the Historic Southside area by renovating the exterior of an anchor business. Total lease revenues in the amount of$289,196.12 received over the last two years have not been appropriated by the City Council. Staff recommends appropriating the revenue and allocating $53,000.00 of it to this project. The balance of appropriated Grants Operating funds will be used for future eligible projects. The project is located in COUNCIL DISTRICT 8. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as appropriated, of the Grants Operating Fund. Prior to an expenditure being made, the Neighborhood Services Department has the responsibility to validate the availability of funds. TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount I ID I I Year Chartfield 2 Submitted for City Manager's Office by_ Fernando Costa (6122) Ori inatin Department Head: Aubrey Thagard (8187) g g—P Sydnee Freeman (7556) Additional Information Contact: Chad LaRoque (2661) ATTACHMENTS 19MAMA E'S B-BARBEQUE AND HOME COOKING EXTERIOR IMPROVEMENTS 21003 A019 (1).docx MamaEs-1295.pdf MamaEsMap-818ERosedaleSt.pdf