Loading...
HomeMy WebLinkAboutContract 30910 CITY SECRETARY CONTRACT NO. EcaD DEVELOPMENT FEASIBILITY AND MANAGEMENT AGREEMENT This Development Feasibility and Management Agreement(the"Agreement") is made between Gideon Toal,Inc., whose address is 500 W. Seventh Street, Suite 1400,Fort Worth, TX 76102, acting by and through Michael Bennett, its duly authorized Principal, and the City of Fort Worth,whose address is 1000 Throckmorton, Fort Worth,TX 76102, acting by and through Dale Fisseler, its duly authorized Acting Assistant City Manager. (Sometimes Gideon Toal,Inc. and the City of Fort Worth are hereinafter referred to individually as a"Party"and collectively as the"Parties"). The City of Fort Worth(the"City")wishes to engage Gideon Toal, Inc. ("Gideon Toal")and Gideon Toal agrees to accept the engagement to provide a redevelopment feasibility analysis for a mixed-use neighborhood in east Fort Worth commonly known as the Woodhaven neighborhood("Woodhaven"). The boundaries of Woodhaven,the planning area under consideration,are IH 30 on the south, IH 820 on the east,Randol Mill Road on the north, and Woodhaven Boulevard on the west. As currently conceived, Woodhaven will consist of a mix of uses including the current residential use as well as new retail/commercial/office uses with a goal of residential reconfiguration and density reduction. As part of this engagement,Gideon Toal will act,subject to the City's approval and funding, in the capacity as development manager. Specifically,Gideon Toal will direct and coordinate the activities of subcontracting agents and execute essential predevelopment activities. It is understood by the Parties that all functions pertaining to any necessary land acquisition will be retained by the City. Finally, Gideon Toal will work with the City in devising a comprehensive land acquisition strategy based on available public or private sources. In addition to the Gideon Toal team resources, the City will help identify potential sources of private and public capital for the project. Key Gideon Toal personnel committed to this effort will include: • Michael Bennett, Principal(Project Manager) • David Pettit, Senior Vice President/Director of Urban Development • Randall Johnson,Financial Analyst • Cassie King,Planner Randy Gideon and James Toal will be actively involved in the development of key strategies and oversight of the final product. James Toal will the key person conducting any community input and facilitation. I. Services Provided by Gideon Toal A. Development Management Gideon Toal will coordinate the daily planning and development activity for Woodhaven for the City as well as act as the local contact for the development planning phase and coordinator of predevelopment approvals and contracting required by the master redevelopment plan. Gideon Toal will be responsible for developing a working relationship with key stakeholders and act on behalf of the City to build consensus for the final redevelopment plan. Gideon Toal will facilitate three(3)community-wide Page 1 public meetings and propose consensus recommendations for the location of redevelopment activity. Gideon Toal will also conduct individual meetings and briefings with individual stakeholder groups including the Woodhaven Community Development Corporation and City Council members. Tasks: 1. Facilitate consensus building with stakeholders including: • City Council • City Staff(Economic and Community Development Department,Planning Department, Housing Department, etc.) • Woodhaven Community Development Corporation—Joe Epp • Woodhaven Neighborhood Association 2. Formulate a Mission Statement Key elements to consider are: • Change makeup of housing units from rental to ownership • Balance of density and income levels • Generate new tax increment to sustain development(i.e.TIF,Program 380,Local Development Corporation) • Additional retail • Reduction of crime and City services expense • Create a funding strategy based on available private and public sources • Create a sense of place for Woodhaven(i.e.,public amenities,open space,community focal point etc.) B. Master Planning • Location/context map • Documentation of input from Woodhaven community leadership • Recommendations of potential funding sources • Recommendations about density, location and phasing of development in the planning area • Critical assumptions identified • It is understood that the City will provide the following: • Summary of existing land use plans • Location and condition of existing utilities • Taxable land values and improvements • Existing traffic patterns and public transportation locations • Historically significant structures designated and any district/political boundaries After consideration of alternative design and planning concepts,Gideon Toal will document the consensus master redevelopment plan and prepare illustration boards suitable for presentation to potential funding sources,the City and to the greater community. Gideon Toal will make recommendations to the City on the density, location,phasing and design character for redevelopment within the planning area and will also review and evaluate critical assumptions underlying the plan relating to the design, location and cost of public amenities and infrastructure. Gideon Page 2 Toal will prepare conceptual estimates of the cost and timing of projected relocation,remediation and demolition activity. Predevelopment activity for the first phases of development will begin once plan consensus has been achieved, or sooner if practical. The conceptual master redevelopment plan scope of work includes the preparation of sketches and renderings, including 3-dimensional expressions of heights and densities, that will reflect the character of the proposed redevelopment. Conceptual design sketches will provide a graphic representation of what the redevelopment could look like. Gideon Toal will directly supervise the preparation of these drawings utilizing urban design concepts emerging from stakeholder input and the plan. When possible,photos of actual projects will be used in lieu of sketches to save on costs. Deliverables: Gideon Toal will produce the following design concept and sketches: 1. Mixed Use Res idential/Commerc iaVRetai I for each phase: Drawn to a scale of approximately 1" to 50'. These site plans will be colored and reduced to 8-1/2"x 11" for the feasibility report. 2. Site Phasing Map: indicating general demolition,project phasing and potential street modifications/improvements. 3. Identify new neighborhood public amenities. 4. Identify retail locations. 4. Provide a development timeline. C. Market Analysis Gideon Toal will engage the services of a market research firm to collect market area data including housing rents, occupancy rates,real estate sales prices and absorption. After reviewing the data collected,Gideon Toal will determine if additional analysis is required to determine the prospects for absorbing the additional development. These will be tested, if necessary, by interviews and feasibility discussions with local builders, developers and brokers. Additionally, senior-living developers will be contacted to determine the viability for independent living projects. Gideon Toal will,through its consultant, identify a psychographic profile of the market area and identify the existing patterns for the purpose of providing useful data for redevelopment. Any new development plan will be compared to the psychographic profile to determine is the plan is feasible. D. Financial Plan The financial plan for the redevelopment will follow the market analysis and master planning work outlined above. Gideon Toal will prepare a scope budget from the preferred scheme for initial redevelopment opportunities and based on the following. I. Cost a. Cost to acquire land and improvements b. Cost to prepare site • Public infrastructure(streets,sewer,water,storm drainage, landscaping,electric,gas, street lights,green space,etc.) • Demolition • Environmental • Entitlements Page 3 • Engineering • Relocation c. Cost of incentives for developers(the shortfall gap between total development cost and fair market value based on investor-required return on investment) d. Holding costs absorbed prior to the eventual sale of lots to private developers e. Predevelopment costs to bring the first phase to a financial closing 2. Potential revenue from land sales a. Sales revenue by phase of land based on market analysis and master plan b. Deduct transaction estimated costs(legal, broker fees,title insurance,etc.) 3. Expense savings and incremental tax revenue a. City to provide potential expense saving in city services as a result of less crime (police, fire, code enforcement, etc.) b. Gideon Toal to provide project tax increment • Increase in taxable value from existing single family residences(note: many have senior citizen exemptions) • Increase in taxable value from sale of currently vacant conunercial and residential tracts • Increase in taxable value from redevelopment 4. Phasing of Budget a. Prepare budget by phase and summarize for the entire master plan b. Determine the projectOs shortfall gap(the difference between the cost to acquire land and prepare the land sites less land sale revenue, future development incentives, and holding costs) Finally,Gideon Toal will analyze the budget, identify the potential shortfall and funding strategies to resolve the gap. • Identify and recommend potential private funding solutions • Recommend potential public funding sources • Provide successful case study examples, if possible • Apply identified resources to budget • Determine sales tax potential E. Feasibility Report Once all the above analysis is complete,Gideon Toal will prepare summary recommendations on the proposed master redevelopment plan in an 8-1/2" x 1 l" format report suitable for presentation to the financial community,the City and other vested community interests. Exhibits to the report will include copies of all the technical analysis prepared by third party professionals. All third party reports shall become the property of the City. A development timeline and a budget for the predevelopment expenses required to bring the first phases to a fmancial closing will be included in the report. F. Feasibility Study Timeline Gideon Toal understands that time is of the essence. The City0s objective is to lock up the critical public support and resources needed to complete the redevelopment plan site acquisition,planning, Page 4 i public improvements and potential GAP financing. To that end,the final redevelopment report will be delivered within 150 to 180 days of receipt of the Agreement down payment. Interim face-to-face meetings detailing the conclusions to date will be held monthly. Gideon Toal will identify long lead items and the first phase project of the master plan. A schedule of delivery of the important milestones will include: 1. Establishment of the Mission Statement. 2. Determination of taxable value of land and improvements within the project. 3. Preliminary site plan and phasing map. 4. Market research results. 5. Preliminary budget and shortfall gap analysis. 6. Preliminary solutions to pay for shortfall gap. 7. Identification of potential funding application deadlines. 8. Completion of the feasibility study. G. Compensation City agrees to pay Gideon Toal a total of TWO HUNDRED TEN THOUSAND AND NO/100 DOLLARS ($210,000)for the development management and redevelopment feasibility study provided by this Agreement. This fee will include the professional expenses described below. Payments of THIRTY-FIVE THOUSAND AND NO/100 DOLLARS($35,000)will be due the last day of each month beginning with the month this Agreement commences. Ten percent(10%)of each payment shall be retained by City for the first five(5)months of payments. The final payment is due upon the delivery of the feasibility report and a final meeting for report presentation. The City shall retain ten percent(10%)of the final payment. City will pay the ten percent(10%)retainage to Gideon Toal as follows: • 50%when City Council approves the master redevelopment plan • 25%when the land for the first project has been acquired(either by the City or a developer) • 25%when the TIF project and financing plan has been completed and the public financing entity has been established Additionally,a performance bonus of ten percent(10%)of the base fee will be paid by City to Gideon Toal when a developer obtains a permit for construction of the first project attributable to Gideon Toal's work within the master development plan if such permit is issued within 18 months of City Council approval. This fee covers twenty(20)copies of the final report. Travel and normal administrative out-of-pocket expenses,not to exceed FIVE THOUSAND AND NOD/100 DOLLARS ($5,000),will be billed monthly at cost and are due within ten(10)days of receipt. Fees for third party professional expenses are further described below. H. Professional Expenses Summarized below are estimates of the costs for third party professional expenses. . All third party professional expenses shall be billed at cost,not to exceed the following amounts,and are included in the total compensation set forth above: Market Research Consultant: $32,000 Environmental Consultant: 6,000 Page 5 = _ . . 71 Finance Consultant: 32,000 Subtotal: 70,000 Contingencies: 10,000 TOTAL PROFESSIONAL EXPENSES: $80,000 Predevelopment expenses such as environmental abatement, demolition,relocation,site surveys,title work, and the like.cannot currently be estimated and would become part of real estate acquisition costs and require funding and approval. I. Contract Termination Gideon Toal shall have the right to suspend its services under this Agreement or, at its option,to terminate this Agreement upon City's failure to make payment within ten(10)days after its due date specified above. If Gideon Toal chooses to terminate this Agreement, it shall first give City written notice of such intent and allow City ten days to cure any default hereunder. Upon termination, City shall pay Gideon Toal any due but unpaid fees and all accrued by unbilled third party professional services expenses up to the date of termination. City can terminate this Agreement at any time upon payment of the fees and expenses incurred through the date of Gideon Toal's receipt of a written notice of termination. Otherwise,this Agreement shall terminate upon completion, but in no event later than 2005 unless extended in writing by both Parties. J. General Provisions 1. No Waiver. The failure of either Party to insist upon the performance of any provision or condition of this Agreement or to exercise any right granted herein 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. 2. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid,illegal or unenforceable,the validity,legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 3. Force Maieure. The Parties shall exercise their best efforts to meet their respective duties and obligations hereunder, but shall not be held liable for any delay in or omission of performance due to force majeure or other causes beyond their reasonable control,including,but not limited to,compliance with any state or federal law or regulation,acts of God,fires,strikes,lockouts,national disasters,wars,riots,material or labor restrictions,transportation problems or existing contractual obligations directly related to the subject matter of this Agreement. 4. Venue and Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of Texas. Venue for any action brought on the basis of this Agreement shall lie exclusively in state courts located in Tarrant County,Texas. 5 Entirety of Agreement. This Agreement,including all Exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between Gideon Toal and City as to the work and services to be performed.Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with the provisions of this Agreement Page 6 6 Compliance with Laws. Gideon Toal and City shall each comply with all federal, state and local laws,regulations, licensing requirements and ordinances. 7. Independent Contractors. Gideon Toal and City shall operate hereunder as independent contractors and not as an officer,agent,servant or employee of the other Party.Each Party shall have the exclusive control of, and the exclusive right to control the work designated to be performed by either Party and its officers, employees, contractors and subcontractors, and of all persons performing the same and shall be solely responsible for the acts and omissions of its officers,members,agents and employees. Neither Gideon Toal nor City shall be responsible under the Doctrine of Respondeat Superior for the acts or omissions of its officers, members, agents, employees or officers of the other. No partnership or joint venture is intended or formed between Gideon Toal and City by this Agreement. 8. Immunity and Third Parties. It is expressly agreed that, in the execution and performance of this Agreement,neither Gideon Toal nor City waives,nor shall be deemed to waive,any immunity or defense that would otherwise be available to it against claims arising in the exercise of their respective powers and functions. Nothing in this Agreement shall be construed to benefit any third party other than an employee or officer of Gideon Toal or City while in the performance of this Agreement. This Agreement may not be construed to expand the liability of City beyond the scope of Chapter 101 of the Texas Civil Practice and Remedies Code, Vernon's Texas Codes Annotated, unless specifically stated herein. 9. Amendment. No amendment,modification or alteration of this Agreement shall be binding unless the same is in writing, dated subsequent to the date hereof and executed by the Parties. 10. Compliance with Laws, Ordinances, Rules and Regulations. This Agreement is subject to all applicable federal, state and local laws, ordinances, rules and regulations, including but not limited to all provisions of City's charter. ]SIGNATURES APPEAR ON FOLLOWING PAGE] Page 7 ,'j, Lrij EXECUTED in multiple originals to be effective as of the last date indicated below; CITY OFF T WORT By: Date: Dale A. Fisseler Acting Assistant City Manager APP VEDAS TO FO=DLEGALITY: 'd Assistant City Attorney :ontract Authoriza►tioA ATTEST: I :%ate Gtr 4CtwyS cretary GN T AL,I C. By - Date: 4 Title: v11 V lJ1 Page 8 [[ppnn7, nnynyn yt7, J i STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on2004 by Dale A.Fisseler,the Acting Assistant City Manager,of the City of Fort Worth,on behalf the City of Fort Worth. -------------------------- APaY ROSELLA BARNES NOTARY PUBLIC Notary Public,State of Texas %,Pk * State of Texas ,�of�;• Comm. Exp.03-31-2005 STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on �t�/_ 2004 by ,t G/ -G,,, cT the ��,✓T � of Gideon Toal, Inc., a Texas corporation, on behalf of said corporation. Nota6 Publi State of Texas Ar U6 MARY F.SWOFFORD �( Notary Public,State of Texas P Comm.Expires Oct 14, Page 9 V ,