HomeMy WebLinkAboutContract 38618r Y SECRETAIr,t
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MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding ("MOU") is made and entered into on this g ,AZf day
of , 2009 ("Effective Date"), by and between the United States Postal Service
("Uncho Development L.P. ("Concho") and the City of Fort Worth, Texas ("Ci
SPS" ), oI, ty"),
sometimes collectively referred to herein as the "Parties".
WHEREAS, USPS has previously selected Eagle Development Corporation as its
developer for projects in Fort Worth, Texas; and
WHEREAS, Eagle Development Corporation formed Concho as its subsidiary for a
previous development project and intends to utilize Concho for development of the historic
downtown postal facility located at 251 West Lancaster Avenue ("Facility"); and
WHEREAS, City is interested in moving its City Hall, which is currently located at 1000
Throckmorton Street, to a new location and has indicated that the Facility may be an acceptable
location; and
WHEREAS, the use of the Facility as City Hall would necessitate renovations to the
Facility (the "Project"); and
WHEREAS, Concho is willing to assist City with its study of the feasibility of the use of
the Facility as a new City Hall, including assisting with necessary design of renovations to the
Facility according to City plans and specifications; and
WHEREAS, if City and Concho are able to reach an agreement on a mutually beneficial
transaction for the renovation of the Facility, USPS will relocate its postal operations from the
Facility to a new postal facility to be located in downtown Fort Worth,
NOW, THEREFORE, in furtherance of the foregoing, City, USPS and Concho hereby
agree as follows:
1. Upon execution of this MOU, City will deliver to Concho all recent and pertinent studies
prepared relative to relocating City Hall to the Facility.
2. City and Concho will meet with City Departments and confirm their space requirements
relative to the studies recently completed by City.
3. City and Concho each will identify and appoint an authorized representative who will be
authorized to coordinate and facilitate the review and approval of schematic design plans.
4. Concho will provide conceptual plans and preliminary specifications showing planned
site improvements buildings and potential upgrades or amenities such as, but not limited
to, HVAC, electrical, security, life safety improvements, and energy management, and
will provide a construction schedule. A preliminary site plan is attached as Exhibit "A",
a conceptual elevation is attached as Exhibit `B", an overall preliminary schedule is
Ud FIC`AL RECORD
CIMUECRETARY
r�T: WORTH, T
attached as Exhibit "C", a breakdown of estimated assessment costs is attached as Exhibit
"D and a preliminary overall budget is attached as Exhibit "E". Exhibits "A" through
"E" are attached to this MOU and made a part hereof for all purposes.
5. Concho will pursue the development of a schematic design and guaranteed lease rate for
the Project. The Project will be designed in accordance with agreed -upon plans and City
design standards incorporated therein. The design will be subject to City review and
approval, and City shall provide a prompt and complete review of the design plans within
timeframes hereinafter mutually agreed to by the City and Concho.
6. As part of the determination of the feasibility of the Project for City, the Parties will
proceed with all due diligence to determine the structure of the transactions that will be
equitable to all parties and will use their reasonable best faith efforts to come to a
preliminary agreement on term sheets for (a) an agreement between USPS and Concho
for the conveyance of the Facility to Concho by special warranty deed with title insurance
and (b) an agreement between Concho and City for a lease.
7. Upon completion by Concho of its obligations in Sections 5 and 6 above, City shall
determine, in its sole discretion, whether the Project is in the best interest of City. City
shall notify Concho and USPS in writing of its determination 30 days after Concho and
City agree that the obligations in Sections 5 and 6 are complete.
8. Concho represents by its execution of this MOU that it is capable of causing the
renovation of the Facility necessary to meet the needs of City. This transaction is
contingent upon Concho's ability to obtain financing which will be based solely upon the
creditworthiness of the lease from the City.
9. Term and Termination
a. This MOU shall commence upon the Effective Date and shall expire upon the date of
the written notification by City referenced in Section 7 above ("Expiration Date") or
one year from the Effective Date whichever is sooner. The Parties acknowledge that
any Party may terminate this MOU at any time. The Parties acknowledge that in the
performance of its obligations under this MOU, Concho will incur certain costs
related to the Project, which are estimated not to exceed $400,000.00.
b. If City determines not to proceed with the Project pursuant to Section 7, City agrees,
at its sole option, to either:
1. pay to Concho an amount equal to half of the costs expended related to the Project
in an amount not to exceed $200,000.00, said Project costs to be verified through
invoices for costs expended, said invoices to be provided by Concho to City; or
2. enter into an agreement with Concho to convey to Concho for fair market value
City property located at the southeast corner of Texas Street and Cherry Street,
which was formerly the site of the City's downtown service center (or identify
2
another City owned property which generates enough cash proceeds to pay
Concho for the City's obligation of its share of the study cost) said obligation to
be paid by the City to Concho within a 12 month period after City's notification
not to proceed with the project and to carry a 5% annualized interest assessed
from City's notification not to proceed with the project.
c. If LISPS terminates its existing agreement with Eagle Development Corporation or
allows said agreement to expire at any time prior to the expiration of three years from
the Effective Date, USPS agrees to reimburse Concho an amount not to exceed
$200,000.00 and upon such payment, Concho shall release or cause to be released to
USPS and USPS will become the owner of, all plans, specifications, design
documents and all other documents relating to the Facility or the Project.
d. If Concho decides not to proceed with the Project or at any time terminates this MOU
for any reason, City will pay to Concho an amount equal to half of the approved costs
expended related to the Project in an amount not to exceed $200,000.00, said Project
costs to be verified through invoices for approved costs expended up until the time of
termination, said invoices to be provided by Concho to City. City will only pay costs
incurred by Concho prior to termination of the MOU.
e. The provisions of Sections 9a, 9b, 9c and 9d shall survive the termination or
expiration of this MOU.
10. This MOU is not intended to create any rights in third parties. Any Party at any time may
offer amendments to this MOU, provided, however, all Parties must concur in writing
before the amendments become part of this MOU.
11. Concho is expressly authorized to make a collateral assignment of this MOU to secure
funding for the Project costs.
[SIGNATURE PAGES FOLLOW]
3
EXECUTED as of the Effective Date,
CONCHO DEVELOPMENT I, L.P.,
a Texas, limited partnership
its general partner
L
(Printed
�Ti
Page 4 of 6
Memorandum of Understanding between United States Postal Service.
Coneho Development I, L.P. and City of Fort Worth
UNITED STATES POSTAL SERVICE
sy9
(Printed Name)
LOc�Za�� tr! G OFFtCI52_
Page 5 of 6
Memorandum of Understanding between United States Postal Service,
Concho Development I, L.P. and City of Fort Worth
CITY OF FORT WORTH, TEXAS
By� _ Llel
sn�--
Assistant City Manager
Approved as to Fortn and Legality:
ez C-23S 27
Assistant City Attey ,5_ / g _ o 9
ATTEST:
Marty Hendrix
City Secretary
OFFICIAL RECORC
CITY SECRETARY
FT. WORTH, TX
Page 6 of 6
Memorandum of Understanding between United States Postal Service,
Concho Development I, L.P, and City of Fort Worth
sa
Exhibit C
New City Hall - United States Post Office Building
Preliminary Schedule
May 12, 2009
Start Finish
Assessment Period 1/5/2009 1/15/2010
Execute MOU 1/5/2009 5/22/2009
Verify Program Requirements 6/l/2009 9/4/2009
Environmental Assessment 6/l/2009 10/9/2009
Structural/System Assessment 6/l/2009 10/16/2009
Historic Modifications Assessment 6/l/2009 10/30/2009
Locate Site for New Post Office 6/l/2009 11/27/2009
General Contractor Selection 6/15/2009 7/24/2009
!MAX Pricing 11/2/2009 12/4/2009
Negotiate & Execute Lease 9/6/2009 1/15/2010
Financing Period 1/18/2010 4/30/2010
Secure Bonds 1/18/2010 4/23/2010
Purchase New Post Office Site 12/7/2009 4/30/2010
New Postal Facility 5/3/2010 12/2/2011
Design New Postal Facility 5/3/2010 9/10/2010
Demolish buildings & construct new facility 11/15/2010 9/30/2011
Relocate Postal Operations 10/3/2011 12/12/2011
New City Hall 5/3/2010 8/30/2013
Design New City Hall 5/3/2010 8/5/2011
Historic Renovation Approvals 6/2 7/2011 3/9/2012
Review Subcontractor Pricing 8/8/2011 9/16/2011
Issue Subcontracts & Secure Materials 9/19/2011 12/23/2011
Environmental Cleanup(if necessary) 12/5/2011 1/20/2012
Building & Site Demolition 1/23/2012 5/11/2012
Exterior Building Renovation 12/5/2011 7/27/2012
Interior Demolition 1/23/2012 4/27/2012
Construct Parking Garages 3/12/2012 5/31/2013
Interior Finishes 5/14/2012 7/26/2013
Exterior Landscape/Hardscape 12/3/2012 7/16/2013
Information Technology 12/3/2012 7/26/2013
City Staff & Council Relocate 7/29/2013 8/30/2013
EYhlbit D
New City Hall - United States Post Office Building
Breakdown of Assessment Costs
New City Hall - United States Post Office Building
Description Amount
Architectural &Engineering $120,000
Geotechnical Investigation $35,000
Environmental Assessment $90,000
Materials Conservation $54,000
Fire and Life Safety $16,000
Historian $59000
Legal/Financing $50,000
Reimbursable Expenses (travel, reproduction, etc) $105000
Surveying $209000
Total $4009000
Exhibit E
New City Hall - United States Post Office Building
Description
Land/Building Purchase Costs
Soft Costs(Architectural, Engineering, Consultants)
Main Post Office Renovations (197,000 GSF)
New Council Chambers (34,000 GSF)
Parking Garage
Landscape/Hardscape
Contingency
Totai (231,000 GSF)
Add Alternates
Furniture, Fixtures & Equipment
Moving
Information Technology
Subtotal Alternates
Best Case
Estimate
$7,395,000
$5,915,279
$255335,080
$9,34%856
$8,5945775
$3,5619600
$2,6775500
$629829,090
$5,000,000
$500,000
$3,930,000
$9,4309000
Expected
Case
Estimate
$68
$5,000,000
$500,000
$3,930,000
$9,4309000
* Price good through October 1, 2009; after which time there will be a one time price
escalation of 3%.
DATE: Tuesday, May 19, 2009
LOG NAME: 02POST OFFICE1
• • �.. •::
REFERENCE NO.: C-23527
SUBJECT:
Authorize a Memorandum of Understanding with the United States Postal Service and Concho I, LP, for
the Purpose of Evaluating Redevelopment of the Downtown Post Office for Use as a New City Hall in
Exchange for the Value of Real Property up to $200,000.00 or an Amount Not to Exceed $200,000.00
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to enter into a Memorandum of
Understanding with Concho Development I, LP, and the United States Postal Service for the purpose of
evaluating redevelopment of the Downtown Post Office for use as a new City Hall in exchange for the
value of real property up to $200,000.00 or an amount not to exceed $200,000.00.
DISCUSSION:
The City has been in the process of evaluating options for allocating adequate space for the operation of
the City departments to serve the citizens of Fort Worth. That process resulted in the Facilities Master
Plan which examined the high level need for City Hall facilities. The master planning effort identified a
need for additional office space for a City Hall complex. This plan identified the Downtown Post Office at
251 West Lancaster as part of the most economical and efficient way to move towards meeting the goal of
having adequate City Hall space.
The Memorandum of Understanding (MOU) is between the United States Postal Service (LISPS), Concho
Development I, LP, (Concho) and the City of Fort Worth. The MOU is for the purpose of determining the
feasibility of redeveloping the Downtown Post Office property at 251 West Lancaster for use as a City Hall
facility. The MOU would provide information to determine if the post office will meet current and future
space needs. The addition of this facility would allow the City to relinquish all other leased facilities and
combine those in the current City Hall and New City Hall or the flexibility to distribute facilities regionally
throughout the City.
The MOU defines a process for the three parties to use to achieve the necessary agreements for the
redevelopment of the Post Office property as a City Hall. The terms of the MOU are:
. The City is interested in using the Post Office building located at 251 West Lancaster as a new City
Hall;
. Concho and the City will each appoint one authorized representative to coordinate and facilitate the
review and approval of design plans and negotiate the proposal lease agreements;
. The proposed renovation will provide approximately 231,000 gross square feet of space and
approximately 155,524 useable square feet of space and preserve the historical character and
significance of the building;
. Council will develop plans for the site for City use and draft a Lonc�Term Lease Agreement
with the City:
Logname: 02POST OFFICEI Page 1 of 2
® The City will provide all space planning documents to Concho;
. The City and Concho representatives will meet with City departments to determine space needs;
. The City may enter into an agreement to provide the Downtown Service Center Property to Concho
and USPS to offset some of the costs of design and use feasibility study undertaken by Concho for
the 251 West Lancaster Post Office site as a new City Hall up to a value of $200,000.00;
. If the above -referenced land transaction does not occur for any reason, the City will pay Concho
one-half (1/2) of the design and use feasibility study undertaken by Concho for the 251 West
Lancaster Post Office site to be used as a new City Hall, not to exceed $200,000.00;
. Concho will provide conceptual plans, schematic designs and specifications for needed renovations
to the Post Office building;
. Concho will provide a guaranteed maximum lease price based on the design plans; and
. Concho will provide a schedule for the implementation of the renovation plans.
The proposed schedule in the MOU is as follows:
Execute MOU and begin assessment period May 2009, to August 2009;
. Financing period July 2009, to December 2009;
. Development of new postal facility December 2009, to July 2011; and
Design and development of a new City Hall facility December 2009, to February 2013.
The proposed new City Hall is located at 251 West Lancaster in COUNCIL DISTRICT 9 and will serve all
of the citizens of Fort Worth.
FISCAL INFORMATION /CERTIFICATION:
The Financial Management Services Director certifies that this action will have no material effect on City
funds.
FUND CENTERS:
TO Fund/Account/Centers
CERTIFICATIONS:
Submitted for City Manager's Office bv:
Originating Department Head:
Additional Information Contact:
FROM Fund/Account/Centers
GG01 531200 0905500
Fernando Costa (8476)
Randle Harwood (6101)
Randle Harwood (6101)
$200,000.00
Logname: 02POST OFFICEI
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