HomeMy WebLinkAboutContract 28293 12 35 0 3
Cyr R C-r*rARY
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Mr. Marc A. Ott
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
Re: Financial Feasibility Study for Tax Increment Financing Zones
Dear Mr. Ott,
We are pleased to set forth proposed terms for the retention of First Southwest Company("FSC")by
the City of Fort Worth(hereinafter referred to as the "City")to conduct a feasibility study of and
develop financing alternatives for creating and utilizing tax increment financing ("TIF") to help
offset some of the City's project-related costs for the construction of State Highway 121T, as
outlined in this letter agreement("Agreement").
1. FSC will provide the following services:
a. Assist in analyzing financial feasibility of up to three TIF districts;
b. Prepare and evaluate scenarios(i.e.,length of TIF,percent of increment and future bond
sales) for each TIF district; and
c. Assist in the presentation of financial materials to City Staff and City Council.
2. In connection with FSC's activities on the City's behalf,the City will cooperate with FSC
and will furnish,or cause to be fiimished,to FSC all necessary information and data relating
to the City and the construction of State Highway 121T which FSC deems appropriate(such
information and data being herein referred to as the"Information"). The City will provide
FSC with reasonable access to its staff, independent accountants and legal counsel to the
extent FSC deems it appropriate.
The City represents that all Information concerning the City and construction of State
Highway 121T made available to FSC by the City and its advisors will be complete and
correct in all material respects and will not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein not misleading
in the light of the circumstances under which such statements are made. The City further
represents and warrants that nothing has come to its attention that any projections concerning
the City or construction of State Highway 121 T were not prepared in good faith or were not
based upon assumptions which, in the light of the circumstances under which they were
made,were reasonable.
The City acknowledges and agrees that, in rendering its services h c =
using and relying on the Information without independent verificati 0 t
that FSC does not assume responsibility for the accuracy or complete esMj n
U �lnIISS
or any other information which it may receive pursuant to this Agreement. Any advice
rendered by FSC pursuant to this Agreement is solely for the benefit of the City and may not
be relied upon in any manner whatsoever by any other person and may not be disclosed
publicly without the prior written consent of FSC.
FSC agrees to keep confidential all material non-public Information provided to it by the
City or Prime Strategies,Inc.,except as required by law or as contemplated by the terms of
this Agreement. Notwithstanding anything to the contrary, FSC may disclose non-public
Information to its agents and advisors, who shall also be bound by the terms of this
Paragraph 2, whenever FSC determines that such disclosure is necessary or advisable to
provide the services contemplated hereunder.
3. In consideration for the services provided pursuant to this Agreement,FSC shall be entitled
to, and the City agrees to pay or cause to be paid to FSC,a maximum fee of$30,000. The
maximum fee shall include all reasonable expenses incurred by FSC in providing the
services contemplated by this Agreement. The fee shall be payable upon completion of the
feasibility study and development of financing alternatives outlines in this Agreement,except
as provided in Paragraph 5 herein.
4.
5. This Agreement may be terminated by either party upon the occurrence of a material breach
of this Agreement by the other party by giving at least 15 days'written notice of termination
to the breaching party, rop vided that FSC will be entitled to payment in full of all fees earned
and expenses incurred up to the effective date of the termination. Termination of this
Agreement shall not affect the provisions of Paragraphs 2 and 4-7, inclusive, of this
Agreement, all of which shall remain operative and in full force and effect.
6. To the extent permitted by law, the City agrees to indemnify and hold harmless FSC, its
affiliated entities, directors, officers, employees, legal counsel, agents, advisors and
controlling persons against any and all losses, claims, damages, judgments, awards,
liabilities, costs and expenses, including, without limitation, the reasonable costs and
expenses, as and when incurred, of investigating, preparing or defending any action, suit,
proceeding or investigation(whether or not in connection with litigation in which FSC is a
party), caused by, based upon or arising out of the services rendered by FSC to the City
under this Agreement;provided,however,such indemnity agreement shall not apply to any
portion of any such loss, claim, damage,judgment, award, liability, cost or expense to the
extent resulting primarily and directly from the gross negligence or willful misconduct of
FSC. The City also agrees that FSC shall not have any liability(whether direct or indirect,in
contract or tort or otherwise)to the City for or in connection with services rendered by FSC
to the City hereunder or the engagement of FSC, except to the extent that any such liability
resulted primarily and directly from the gross negligence or willful misconduct of FSC.
Nothing contained herein shall ever be construed so as to require the City to access,levy or
collect any tax to fund this indemnification obligation.
2
7. This Agreement shall be governed by and construed in accordance with the laws of the State
of Texas applicable to agreements made and to be fully performed therein.
8. The benefits of this Agreement shall inure to the respective successors and assigns of the
parties hereto and of the indemnified parties hereunder and their successors and assigns and
representatives,and the obligations and liabilities assumed in this Agreement by the parties
hereto shall be binding upon their respective successors and assigns provided that FSC may
not assign its rights or obligations hereunder.
9. For the convenience of the parties hereto,any number of counterparts of this Agreement may
be executed by the parties hereto. Each such counterpart shall be,and shall be deemed to be,
an original instrument,but all such counterparts taken together shall constitute one and the
same Agreement. This Agreement may not be modified or amended except in writing and
signed by the parties hereto.
If the foregoing correctly sets forth our Agreement,please date and execute both copies of this letter
in the spaces provided below and return one signed copy to the undersigned,whereupon this letter
shall become a binding agreement between the City and FSC effective as of the date executed by you
as indicated below.
Very truly yours,
FIRST SOUTHWEST COMPANY
By:
Confirmed and Agreed to this
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CITY OFF T WORTH, S. AESTED BY
By:
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FIRST SOUMST COMPANY
Laura B. Alexander
Vice President
December 23,2002
Mr. Bryan Beck,P.E.
Project Manager,Engineering Department
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
Dear Bryan:
First Southwest Company appreciates the opportunity to assist the City of Fort Worth and
Prime Strategies with their efforts related to the SH-121T project. Enclosed please find three
identical executed letter agreements between First Southwest and the City. In addition to
outlining the scope of services, the letter agreement reflects that First Southwest has agreed
to a maximum fee of$30,000 including expenses, as outlined in the letter agreement. We
plan to work on an hourly basis pursuant to the schedule contained in our current financial
advisory contract with the City. For your records, such schedule is as follows:
Hourly Rates
Senior Vice President $ 250.00
Vice President 200.00
Assistant Vice President 150.00
Associate 125.00
Administrative Assistant 75.00
If the letter agreement is satisfactory to the City, please return two signed copies back to me
at your earliest convenience. We look forward to working with you on the financial
feasibility of these TIFs. Thank you again for this opportunity.
Sincerely,
Laura Alexander
Enclosure
cc: Boyd London
INVESTMENT BANKERS SINCE 1.9461
777 Main Street•Suite 1200 e Fort Worth, Texas 76102.817-332-9710 e 1-877-999-3792 e Fax 817-336-5572
City of'Fort Worth, Texas
4velgoir el"d Cw0gincit Comm 1" t
DATE REFERENCE NUMBER LOG NAME PAGE
8/27/02 C_19212 30BELLAIRE 1 of 3
SUBJECT APPROVE APPROPRIATION ORDINANCES AND AUTHORIZE EXECUTION OF LOCAL
TRANSPORTATION PROJECT ADVANCE FUNDING AGREEMENT WITH THE TEXAS
DEPARTMENT OF TRANSPORTATION; AMENDMENT NO. 1 TO CITY SECRETARY
CONTRACT NO. 27553 WITH PRIME STRATEGIES, INC.; AND PROFESSIONAL
SERVICES CONTRACTS FOR SH 121T SOUTHWEST PARKW PROJECT
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute agreement No. 1 of multiple Local Transportation Projects
Advance Funding Agreements (LPAFA) with the Texas Department of Transportation (TxDOT) in
the amount of$565;364.16-$566,864.16, with an 80% reimbursement by TxDOT; and
2. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the
Special Assessments Fund in the amount of $143,07-2.83-$113,372.84 from available funds to fund
the City's match for the LPAFA agreement No. 1 of the SH 121T (Southwest Parkway) Project; and
3. Approve the transfer of$413,072:83-$113,372.84 from the Special Assessments Fund to the Grants
Fund; and
4. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the
Grants Fund in the amount of$565;364:16-$566,864.16; and
5. Authorize the City Manager or his designee to execute a professional services contract with the law
firm of Kelly, Hart, and Hallman to assist the City Attorney's Office in addressing issues relating to
land acquisitions that are necessary for the construction of SH 121T (Southwest Parkway) project
for an amount not to exceed $30,000.00; and
6. Authorize the City Manager to execute an engineering services contract with Kimley-Horn and
Associates, Inc. for an amount not to exceed $23,500.00 $25,000.00 for a Traffic Impact Study in
the SH 121T/Bellaire Drive area; and
7. Authorize the City Manager to execute a professional services contract with First Southwest
Company for an amount not to exceed $30,000.00 for Financial Feasibility Studies in the SH
121T/Bellaire Drive area; and
8. Authorize the City Manager to execute a professional services contract with James Daniels &
Associates, Inc., for an amount not to exceed $30,000.00 for appraisal of parcels referred to as the
"Edwards-Geren, Ltd." tracts for acquisition purposes related to the SH 121T (Southwest Parkway)
project; and
9. Authorize the City Manager to execute Amendment No.1 to City Secretary Contract No. 27553 with
Prime Strategies, Inc. for an amount not to exceed $45,702.40 to provide additional design, project
management, and public involvement services as related to the SH 121T/Bellaire Drive area.
City of'Fort Worth, Texas
4*Dagor el"d 1
DATE REFERENCE NUMBER I LOG NAME PAGE
8/27/02 C-19212 30BELLAIRE 2 of 3
SUBJECT APPROVE APPROPRIATION ORDINANCES AND AUTHORIZE EXECUTION OF LOCAL
TRANSPORTATION PROJECT ADVANCE FUNDING AGREEMENT WITH THE TEXAS
DEPARTMENT OF TRANSPORTATION; AMENDMENT NO. 1 TO CITY SECRETARY
CONTRACT NO. 27553 WITH PRIME STRATEGIES, INC.; AND PROFESSIONAL
SERVICES CONTRACTS FOR SH 121T SOUTHWEST PARKWAY)PROJECT
DISCUSSION:
On March 5, 2002 (M&C C-18986), the City Council authorized the City Manager to enter into a
contract with Prime Strategies, Inc. to finalize a cost participation agreement between the City of Fort
Worth, the North Texas Tollway Authority, and TxDOT relating to right-of-way acquisition, design,
project enhancements, and utility relocations for SH 121T. The scope of this work has been expanded
to provide additional detailed analysis of the SH 121T/Bellaire Drive area to ascertain specific effects
the proposed tllway will have on traffic mobility and cost implications of right-of-way acquisition, as the
City Council considers selection of the "Locally Preferred Alternative".
These proposed service agreements, in combination with the Amendment No. 2 to City Secretary
Contract No. 27553 with Prime Strategies, Inc. will provide the required information to the City Council
related to this issue. .Amendment No. 2 to City Secretary Contract No. 27553 will be presented to the
City Council for consideration in M&C C-19213. All of these agreements are hourly contracts, not to
exceed the contract amounts recommended above.
This is the first of multiple LPAFA agreements with TxDOT for the SH 121T (Southwest Parkway)
project to utilize the NTCOG grant for 80% reimbursement of expenses incurred by the City as
identified in M&C C-19214.
FUNDING SOURCE:
On February 14, 1995 (M&C G-10979), the City Council approved policies and alternative uses for the
Special Assessments Fund (GS94). In this policy, one of the alternative uses includes funding City
participation in City/State/Federal projects, and SH121T meets this requirement. By using a portion of
the balance of these funds, the principal requirement of this policy is met by retaining at least a $3
million cash reserve in the Special Assessments Fund.
Pursuant to Chapter VI, Section 3 of the City Charter, it is necessary for the City Council to adopt a
resolution authorizing the hiring of the law firm of Kelly, Hart, and Hallman and prescribing the
compensation to be paid. The attached resolution confirms the engagement of the law firm of Kelly,
Hart, and Hallman and authorizes the City Manager or his designee to execute a professional services
contract with the law firm of Kelly, Hart, and Hallman for services not to exceed $30,000,
without further City Council approval.
M/WBE - James Daniels and Associates, Inc. is a certified M/WBE firm, which results in an overall
M/WBE participation of 19% for the professional services contracts listed above.
This project is located in COUNCIL DISTRICTS 3, 6, and 9.
City of Fort Worth, Texas
4vagor and Council Communication
DATE REFERENCE NUMBER LOG NAME PAGE
8/27/02 C-19212 30BELLAIRE 3 of 3
SUBJECT APPROVE APPROPRIATION ORDINANCES AND AUTHORIZE EXECUTION OF LOCAL
TRANSPORTATION PROJECT ADVANCE FUNDING AGREEMENT WITH THE,TEXAS
DEPARTMENT OF TRANSPORTATION; AMENDMENT NO. 1 TO CITY SECRETARY
CONTRACT NO. 27553 WITH PRIME STRATEGIES, INC.; AND PROFESSIONAL
SERVICES CONTRACTS FOR SH 121T SOUTHWEST PARKWAY)PROJECT
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that upon adoption of the attached appropriation ordinance and
completion of the above recommendations, funds will be available in the current capital budget, as
appropriated, of the Grants Fund.
MO:n
Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY
Office by: (to)
2)GS94 488032 020940099050 $113,072.83
Marc Oft 8476 2)GS94 538070 020940099050 $113,072.83
Originating Department Head: 3)GR76 472094 020302808000 $113,072.83
4)GR76 472094 020302808000 $113,072.83
4)GR76 531200 020302808010 $565,364.16
4)GR76 451942 020302808000 $452,291.33
Douglas Rademaker 6157 (from) APPROVED AS AMENDED
3)GS94 538070 020940099050 $113,072.83 ON 08/27/02
Additional Information Contact: 5)GR76 531200 020302808010 $ 30,000.00 ORD.#15216,&15217
6)GR76 531200 020302808010 $ 23,500.00 RESOLUTION NO.2864
7)GR76 531200 020302808010 $ 30,000.00
8)GR76 531200 020302808010 $ 30,000.00
Douglas Rademaker 6157 9)GR76 531200 020302808010 $ 45,702.40