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INTERFUND LOAN AGREEMENT
FORT WORTH CODE COMPLIANCE DEPARTMENT
and
F !i- RT WORTH PLANNING AND DEVELOPMENT DEPARTMENT
THIS INTERFUND LOAN AGREEMENT (hereinafter referred to as the
"Agreement") is made and entered into as of this 1 1 t' day of DC 0e,,f , 201 , by
and between the FORT WORTH CODE COMPLIANCE DEPARTMENT as custodian of
the Solid Waste Fund ("Lender") and the FORT WORTH PLANNING AND
DEVELOPMENT DEPARTMENT on behalf of the Public Safety Training Facility Fund
("Borrower"), in respect of a non-negotiable interest -free loan in the principal amount of
TWENTY MILLION, FIVE HUNDRED AND TWENTY-TWO THOUSAND, NINE
HUNDRED AND FIFTY SEVEN DOLLARS ($20,522,957.00) (the "Loan").
WHEREAS, in accordance with the Interfund Loan policies outlined in the Financial
Management Policy Statements ("FMPS") of the City of Fort Worth, interfund loans may be
made between funds of the City for a period of up to five (5) years to finance short-term capital
needs of the borrowing fund; and
v
WHEREAS, per the FMPS, interfund loans may only be made from idle cash on deposit
in a fund so long as the outstanding balance of the loan is not needed to finance normal
operations during the term of the loan and such idle status has been adequately documented; and
WHEREAS, the Lender has provided documentation showing that the proposed Loan
balance meets the FMPS criteria for being considered idle as it is not anticipated to be needed by
the Lender to finance normal operations during the term of the Loan; and
WHEREAS, the Borrower fund was established in connection with the construction
and development of the City's new public safety training facility and headquarters (the
"Project"); and
WHEREAS, the Project is to be funded using a combination of crime control and
prevention district funds, revenue from the sale of the current police headquarters facility, and
revenue from the sale of certificates of obligation; and
WHEREAS, deadlines applicable to the Project necessitate use of the Loan to allow
commencement of activities before the transfers associated with the final funding have been
completed; and
WHEREAS, on August 21, 2012, the Fort Worth City Council approved M&C C-25798,
which authorized the making of this Loan to provide short-term financing for the Project; and
WHEREAS, this document is being executed in accordance with the City's FMPS to
memorialize the terms and conditions applicable to the Loan.
andBorrower, for and in 1 ,csP• - n othe.. t
NOW, THEREFORE, the Lender..,� ;e
I. CITY nCflTM'
FT, WORM, Tea w
1(\--fib—"I2. PO3 Lis' IP
and conditions set forth herein, do hereby agree as follows:
ARTICLE 1
DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings indicated:
1.1 The term "Event of Default' shall mean the failure, refusal or neglect of Borrower to
make punctual payment of the outstanding balance as the same shall become due and
payable.
1.2 The term "Loan" shall mean the Loan by Lender to Borrower, in the amount set forth in
Article 2 of this Agreement.
ARTICLE 2
LENDER'S COMMITMENT
2.1 Loan Proceeds. Subject to the terms, provisions and conditions of this Agreement,
Lender will make, and Borrower will accept, a non-negotiable Loan in the aggregate
amount of the principal sum of Twenty Million, Five Hundred and Twenty -Two
Thousand, Nine Hundred and Fifty Seven Dollars ($20,522,957.00).
2.2 Fund Account Loan Proceeds shall be deposited into the designated fund account for the
Borrower in one installment in the sum of the principal amount.
ARTICLE 3
BORROWER'S COMMITMENT
3.1 Term. All unpaid principal is due and payable on or before December 31, 2012 ("Due
Date").
3.2 Renavment. On or before the Due Date, Borrower shall pay Lender in full Ten Million
Five Hundred and Twenty -Two Thousand, Nine Hundred and Fifty -Seven Dollars
($10,522,957 00) of this Loan using proceeds from the sale of the City's current police
headquarters building to Tarrant County. On or before the Due Date, Borrower shall pay
Lender in full Ten Million Dollars ($10,000,000.00) using funds received from the Fort
Worth Crime Control and Prevention District. At any time before the Due Date, Borrower
may pay all or any part of this Loan without the payment of any premium or fee.
3.3 Interest In light of the nature and term of the Loan, senior management within the City
finds it appropriate to forego the payment of interest as allowed under the City's FMPS.
Therefore, this Loan shall not bear any interest.
Interfund Loan Agreement (Public Safety Training Center) 6 of 6
ARTICLE 4
REMEDIES
4.1 Rights, Remedies and Recourses: Upon the happening of any Event of Default, Lender
shall have the specific right to declare the advanced principal on the Loan immediately
due and payable.
4.2 Termination of Lender's Obligations: Upon the happening of any Event of Default, all
obligations (if any) of Lender hereunder, including specifically any obligation to
advance funds hereunder, shall immediately cease and terminate.
4.3 Acceleration: Notwithstanding anything herein to the contrary, or anything contained in
or inferable from any provision hereof, upon the happening of an Event of Default, the
Loan shall immediately become due and payable in full without the necessity of any
further action on the part of Lender, and Borrower expressly waives any requirement of
notice of intention to accelerate or notice of such acceleration of the maturity of the Loan.
ARTICLE 5
GENERAL TERMS AND CONDITIONS,
5.1 No Waiver: Any failure by Lender to insist, or any election by Lender not to insist, upon
Borrower s strict performance of any of the terms, provisions or conditions of the Loan
shall not be deemed to be a waiver of same or of any other term, provision or condition
thereof, and Lender shall have the right at any time thereafter to insist upon strict
performance by Borrower of any and all of same.
5.2 Modification: This Agreement may not be amended waived, discharged or terminated
except on written agreement between the parties and approval by the Fort Worth City
Council.
This Agreement shall be effective ("Effective Date") on the last date executed by Lender and
Borrower.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
Interfnnd Loan Agreement (Public Safety Training Center) 6 of 6
ACCEPTED AND AGREED:
Dated this )
ay of
CITY OF FORT WORTH:
By: ‘netav7_
Char! W. Daniels
Assistant City Manager
Date: /0.05.12.
FINANCIAL MANAGEMEN
SERVICES DEPARTMEN
By:
Lena m is ;
7
Director/Ch`df Financial Officer
Date:
�I
APPROVED AS TO FORM
AND LEGAIIITY:
By:
Denis d. tt4cE1ro)y
Assistant City Attorney
Date:
foitilk7(0-e--
mR C-25-7967
Attested by.\�
, 2012.
By:
�' 011 :
.676*.000 009,4
Mary J. K Secretexy
Interfund Loan Agreement (Public Safety Training Center)
LENDER:
CODE COMPLIANCE DEPARTMENT
By:
Brar &ii'§cott Bennett
Director
Date: 98,-Hit
BORROWER:
PLANNING AN DEVELOPMENT
DEPARTMEN
andle Ha
Director
Date:
6 of 6
M&C Review
Page 1 of 3
DATE:
CODE:
SUBJECT:
Ofti ial tite of the City of Fort Worth, Texas
FORT WORT!!
COUNCIL ACTION: Approved on 8/21/2012 - Ordinance No. 20337-08-2012
8/21/2012 REFERENCE
NO.:
C
TYPE:
C-25798
NON -
CONSENT
LOG NAME:
PUBLIC
HEARING:
06PUBLIC SAFETY
TRAINING CENTER
DESIGN BUILD
NO
Authorize Execution of a Design -Build Contract with The Cornell FW Company, LLC, at a
Guaranteed Maximum Price in the Amount of $97,522,957.00 to Design and Build the New
Public Safety Training Center at a Site Near the Intersection of Hemphill Street and Felix
Street, Authorize Non -Interest Bearing Inter -Fund Loan Between the Solid Waste Fund and
the Public Safety Training Facility Fund in the Amount of $20,522 957.00 and Adopt
Appropriation Ordinance (COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a non -interest bearing inter -fund loan from the Solid Waste Fund to the Public Safety Training
Facility Fund in the amount of $20,522,957.00 for interim financing of the new Public Safety Training
Center;
2. Adopt attached appropriation ordinance increasing estimated receipts and appropriations in the Public
Safety Training Facility Fund in the amount of $20,522,957.00; and
3. Authorize execution of a Design -Build Contract at a guaranteed maximum price in the amount of
$97,522,957.00 with The Cornell FW Company, LLC, to design and build the new Public Safety Training
Center.
DISCUSSION:
The purpose of this Mayor and Council Communication is to award a Design -Build (D-B) Contract with The
Cornell FW Company, LLC at a Guaranteed Maximum Price (GMP) amount of $97,522,957.00 for the
design and construction of the new Public Safety Training Center on the property purchased last year from
the federal government through General Services Administration (GSA). It is also necessary to authorize a
non -interest bearing inter -fund loan in the amount of $20,522 957.00 between the Solid Waste Fund and
the Public Safety Training Facility Fund in order to provide interim financing for the project. This is
necessary due to the timing of funds being available from the Crime Control Police Distnct (CCPD) and
from the sale of the Police Department's headquarters located at 350 Belknap to Tarrant County The
remaining $77,000,000.00 will come from the sale of Certificates of Obligation expected to occur on or
around August 14, 2012.
The current public safety training center located at 1000 Calvert Street was developed over the past 50
years to train the City's police and fire personnel. Due to its age, limited capacity and functionality, and the
impacts of the bypass channel associated with the Trinity River Vision project it has become necessary to
replace the current facility. After an in-depth analysis of potential locations, Staff has determined that the
most appropriate location is the Federal Depot property located at 501 West Felix Street in south central
Fort Worth. This location has numerous benefits including good freeway access, central location, proximity
to current City facilities and existing zoning and infrastructure.
Last year, the City acquired the 75 acres of property through GSA at a cost of $6,425,000.00.
On July 26, 2012, the Crime Control Police District (CCPD) was presented with the option of using
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M&C Review Page 2 of 3
$10,000,000.00 in CCPD funding to help pay for the cost of the new training center. Before being able to
commit any funding, however, two public hearings must be held. At its July 26, 2012 meeting, the CCPD
Board of Directors recommended moving forward with the public hearing process. The first hearing is
scheduled for the next CCPD Board meeting on August 30, 2012 followed by the second public hearing at
the September 18, 2012 City Council meeting. The $10,000,000.00 in funding from CCPD will not be
available until after the public hearing process has been completed and the City Council has approved the
use of CCPD funding.
Similarly, the sale of 350 West Belknap requires a formal advertisement process before the sale of 350
West Belknap can be considered by the City Council, which is expected to occur by the end of September
2012. In order to get the Public Safety Training Center project initiated without further delay Staff
recommends moving forward with the inter -fund loan approach between the Solid Waste Fund and The
Public Safety Training Facility Fund. Timing is critical as the City is expected to have some its new facilities
in place, including the new Firing Range, by the end of December 2013 per the lease Agreement signed
with the Tarrant Regional Water District (M&C L-15268) when the current police/fire training facility was sold
last year.
Regarding the sale of 350 West Belknap, the County has agreed to purchase the City's share of the
building by the end of this fiscal year and has agreed in principle to the price of $13,500,000.00 which is in
line with the City's appraisal. Staff will use $10,522,957 00 of the sale proceeds to reimburse the Solid
Waste Fund while an additional $335 520.00 will be used to pay TPW-Facilities Management for
Construction Administration Services Because the County wants to begin using some office space and
parking shortly after they purchase the City's share of 350 West Belknap, it will be necessary to temporarily
move some Police staff out of their headquarters. This move will entail some additional costs to make
replacement space ready including IT, parking, and possibly some minor remodeling. It is also expected
that the County will charge a commercial lease rate for the space the City continues to use at 350 West
Belknap All of these costs will be identified and brought forward as part of the upcoming Mayor and
Council Communication in September that will involve the sale of 350 West Belknap to the County. Lastly,
the Solid Waste Fund will also be reimbursed with the $10,000,000.00 in CCPD funding that is expected to
be approved by the City Council in September.
Due to the ambitious construction schedule, Staff determined that the only viable procurement option was
Design -Build (D-B), which is one of several contracting and delivery procedures for construction projects
authorized by Chapter 2267 of the Texas Government Code Under a D-B model, the government entity
contracts with a single entity that provides both design and construction services. For projects on a tight
timeline, the D-B procurement method generally results in a quicker, more seamless delivery with fewer
change orders and delays than those typically associated with a traditional design -bid -build method.
The Request for Statements of Qualification (RFQ) from D-B firms opened on January 13, 2012, and was
advertised in the Fort Worth Star -Telegram. A total of 15 teams responded. The selection panel shortlisted
four teams and issued a Request for Proposals to each that included a more detailed scope of
services. Upon receiving their proposals, interviews were held with each of the four teams on April 11,
2012. The selection committee assigned points for each proposer based on experience and qualifications
of the D-B team members, project scheduling, M/WBE participation, understanding of public safety training
centers in terms of their planning and functionality, and ability to finance and costing methodology. Based
on evaluation of the listed performance -based factors, The Cornell FW Company, LLC received the most
points and was selected as the top ranked D-B firm based on the demonstrated ability to design and build
the Public Safety Training Center.
The Cornell FW Company, LLC, is in compliance with the City's M/WBE Ordinance by committing to 25
percent M/WBE participation on the design phase and 30 percent M/WBE participation on the construction
phase of this D-B Project This is achieved through the use of a joint venture for design between Komatsu
Architects a certified M/WBE firm, and Brinkley -Sargent Architects and a second joint venture for
construction between Thos. S Byrne, Ltd., a certified M/WBE firm, and Ridgemont Commercial
Construction In addition to the M/WBE joint venture participation, The Cornell FW Company, LLC, has
committed to realize substantive M/WBE participation through the use of additional M/WBE subconsultants
and subcontractors. The City's M/WBE goal on the design phase is 25 percent and on the construction
phase is 30 percent.
This property is located in COUNCIL DISTRICT 9, Mapsco 91N.
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M&C Review Page 3 of 3
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that upon approval of the above recommendations
and adoption of the attached appropriation ordinance, funds will be available in the current capital budget,
as appropriated, of the Public Safety Training Facility Fund.
TO Fund/Account/Centers
1) C236 222064 000000198700 $20.522.957.00
21 C236 444100 061070198783 $10.522,957.00
2) C236 472079 061090198783 $101000,000.00
2) C236 541200 061070198783 $10.5221957.00
2) C236 541200 061090198783 $10.000.000.00
FROM Fund/Account/Centers
1) PE64 137236 0000000 $20.522.957.00
31 C236 541200 061070198783 $87.522,957.00
3) C236 541200 061090198783 $10.000,000.00
Submitted for City Manager's Office bv: Fernando Costa (6122)
Oriainatina Department Head: Randle Harwood (6101)
Additional Information Contact: Mark Rauscher (2446)
ATTACHMENTS
06PUBLIC SAFETY TRAINING CENTER DESIGN BUILD A012.doc
draft 2012 CO Sale MC.htm
Public Safety Trainina Center Site MC Mao 08 21 12.00tx
httn://anns.cfwnet.ora/council nacket/mc review.asn?ID=17282&councildate=8/21/2012 10/4/2012