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Contract 29195
CITY SECRETARY MEMORANDUM OF UNDERSTANDING CONTRACT NO. � 9 )9 5 C/1 R CVD This Memorandum of Understanding (this "MOU) is made and entered into on thi4Vday of—OZ:66-er, 2003, by and between n the United States Postal Service (the "USPS") and the City of Fort Worth, Texas (the"City").WHEREAS, the USPS is interested in an acquisition from the United States General Services Administration, pursuant to a trade, of a portion of the property upon which the Fort Worth Federal Center(the "Federal Center") is located(such portion being depicted in Exhibit A and referred to herein as the"Property"). WHEREAS, the USPS may have a need for a neighborhood postal facility in south Fort Worth that can be satisfied by the construction of such facility on that portion of the Property designated as the "USPS Site" on Exhibit A hereto. WHEREAS, the City is interested in moving its municipal facility which is currently located on Harley Street to a new location and has indicated that the remaining portion of the Property outlined on Exhibit A hereto as the "Project Site"maybe an acceptable site. WHEREAS, subject to its acquisition of the Property,-the USPS represents that it is capable of causing the development and construction of a facility to meet the needs of the City upon the Project Site (the "Project") pursuant to the terms of a master development agreement between the USPS and a nonprofit corporation to be formed and organized by the City (the "LGC") containing provisions for the conveyance of the Project Site to the LGC and for the development and construction of the Project(the"Master Agreement"). WHEREAS, the LGC will have the legal authority to enter into the Master Agreement. WHEREAS, it is anticipated that the LGC will issue its lease revenue bonds (the "Bonds") to reimburse the-City for any expenses incurred by it pursuant to this MOU and to pay the cost of acquiring the Project Site and constructing the Project thereon. WHEREAS, it is anticipated that the LGC will enter into a lease with the City, pursuant to which it will lease the Project to the City(the"Lease")with the lease revenues to provide for the payment of the Bonds. NOW THEREFORE, IN FURTHERANCE OF THE FOREGOING, the City and the USPS hereby agree as follows: 1 Upon execution of this MOU: a. The City will proceed with the formation, creation, and organization of the LGC. b.. The USPS will pursue the development of a schematic design and guaranteed maximum price for the Project. The Project will be designed in accordance with the exhibits A through H attached hereto. The design will be subject to LGC review and approval in accordance with the procedures established by the USPS and the LGC. The LGC shall provide a prompt and complete review of the design plans and will not unduly or unreasonably withhold approval. c. The LGC and the USPS will pursue with due diligence the planning of the Project. The LGC and the USPS each will identify and appoint an authorized representative who will be authorized to coordinate and facilitate (i) the review and approval of design plans and (ii) the negotiation of the Master Agreement and the implementation of its terms. The USPS, or a qualified contract developer selected by the USPS and acceptable to the LGC (the "Developer"), will provide Page I MOUchipcomments.doc I i14 R E C,00 R D 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 project schedule is attached hereto as Exhibit B. The LGC and the Developer will meet with City departments, and develop their space requirements. 2. Upon completion by the Developer of its schematic design and guaranteed maximum price for the Project and acceptance of same by the LGC, the financing and construction of the Project will proceed in accordance with the terms of the Master Agreement and such other documents as may be required to obtain financing for the Project. 3. The parties acknowledge that, prior to the execution of the Master Agreement, the Developer will incur certain costs related to the design of the Project, legal, and administrative expenses and other necessary and proper expenses. Both parties acknowledge that either may terminate this MOU prior to the execution of the Master Agreement. If terminated by the City without cause, the City agrees to reimburse the USPS, for its account and for the account of the Developer, an amount not to exceed $70,000.00, and upon such payment, the USPS shall release or cause to be released to the City, and the City will become the owner of, all plans, specifications, design documents and all other documents relating to the Project Site or the Project. Should USPS terminate without cause its obligations under this MOU, USPS agrees to reimburse the City an amount not to exceed $10,000.00 for out of pocket expenses incurred by the City for its efforts pursuant to this MOU. 4. The LGC and the USPS will proceed with due diligence to negotiate and execute the Master Agreement which will provide definitive terms relating to the conveyance of the Project Site to the LGC and the construction of the Project thereon, including without limitation: a. An agreement by the LGC to use all reasonable efforts, subject to then existing market conditions, to issue, sell and deliver the Bonds in an amount sufficient to provide Rinds for the payment of(i) the purchase price of the Project Site, (ii) the construction of the Project by the Developer for the account of the LGC under the terms of a construction contract with a guaranteed maximum price (the"Construction Contract") and (iii) the costs of issuing the Bonds. Prior to the offer and sale of the Bonds, (x) all necessary parties shall have executed the Construction Contract (Which will provide that it will become effective only upon receipt by the LGC of the proceeds from the sale of the Bonds) and(y) the City and the LGC shall have executed the Lease. b. The form of the Lease. c. The form of the Construction Contract. d. A covenant by USPS (i) to convey the Project Site to the LGC by special warranty deed (the form of which will be attached to the Master Agreement) upon payment by the LGC of the purchase price therefore (as established by the Master Agreement) and (ii) to provide the LGC with a policy of title insurance. e. An agreement by the Developer that it will, upon conveyance of the Project Site to the LGC, proceed with due diligence to construct the Project for the LGC in accordance with the Project schedule sot forth in the Master Agreement. The parties acknowledge that the USPS currently anticipates that the Project will be constructed by a limited partnership to be formed by the USPS and that this agreement will be assigned to that entity. 5. This MOU is not intended to create any rights in third parties (other than the LGC). Either party at any time prior to execution of the Master Agreement may offer amendments to this MOU; provided, however,both parties must concur in writing before the amendments become part of this MOU. Page 2 10/13/03 MOUchipcomments.doc 6. The City may assign its rights, duties, and obligation under this MOU to the LGC, once the LGC is created and organized. Except as provided above, neither party may assign its respective rights, duties and obligation hereunder without the written consent, which shall not be unreasonably withheld, of the other. 7. The following is a listing of attachments: Exhibit A Comprehensive Study for the new service center Exhibit B Preliminary Scope of Services Exhibit C On-Site Verification& Concept Design Charrette Exhibit D Preliminary Project Criteria Exhibit E Coordination Guideline Exhibit F Overall Preliminary Project Schedule Exhibit G Preliminary Site Plan Exhibit H Term Sheet UNITED STATES POSTAL SERVICE THE CITY OF FORT WORT , TEXAS By: David Eales ti Marc 0 Assistant City Manager for the City of Fort Worth LATTE T: ContrachAuthorization b3 Date C6 Secretary APPROVED AS TO FORM AND LEGALITY: City Attorney k� 10 Page 3 law mm-'R5, W MOUchipconunents.doc Exhibit "All Comprehensive Study for the New City of Fort Worth Service Center on James Street. Railhead Properties I.Participants: A. The City of Fort Worth B. Railhead Properties C. 0AID/Architecture D. Maintenance Facilities Group/Planning E. Huitt-Zollars/MEP Engineering F. Pate/Civil Engineering G. Frank Neal Associates/Structural Engineering H. Ridgemont Commercial Construction/General Contractor 2.Outline of efforts in Leneral terms: A. The goal is to create a comprehensive document describing the overall characteristics of the New Service Center with contents. B. All ancillary services-fueling,washing, ect. -will be defined and quantified, including how many, and what type of fuels, ect. C. All required maintenance equipment will be defined, and quantified. A detailed inventory of equipment and specific equipment layouts will be created in order to establish the requirements of the City. D. All needs associated with the office space component of the facility will be confirmed, including sizes of departments and individual offices,proximities, required, quality levels, and documentation of necessary infrastructure. Preliminary schematic plans will then be developed for review and approval by the City. E. A comprehensive land use/master plan for the site will be generated to illustrate both short-term arrangements, and a flexible long-term expansion program for complete utilization of the site. Basic needs related site infrastructure on the site will also be identified and documented. F. Attached is a preliminary detailed outline of the programming issues concerning the technical subjects identified in item#A, B,' and C above. 3. Preliminary Schedule/ Sequence of events: Attached is a preliminary schedule for the on-site program verification and conceptual design phase involving all the participants listed above. Exhibit "B" PRELIMINARY SCOPE OF SERVICES For a Comprehensive Study for the New City of Fort Worth Service Center on James Street The new facility will be approximately 106,000 square feet located on James Street in Fort Worth, Texas with concrete pavements, landscaping and utilities. The facility will support maintenance, administrative and operational functions. The services to be provided by the design/build team members will provide all services necessary, and associated with the preliminary/conceptual design of the facility, including the efforts required to develop a comprehensive program for the facility. Due to the operational requirements for this facility, a detailed effort to determine the program requirements will be conducted prior to the design. After the program is accepted, each task of the design and administrative/team review will follow, building on information and activities performed in earlier tasks. The following is a preliminary scope of the professional services by the design team. TASK A: Pre-Design and Programming Objective: To review and evaluate the functional requirements as input into the design process which will ensure a facility that responds to the needs of the City. Programming 1. Clarify City project objectives and design issues. 2. Identify functional requirements and operational characteristics of the proposed new facility. 3. Interview key staff members from each functional unit housed in locations across the campus to determine their respective needs. 4. Determine working, spatial, and adjacency relationships between various groups. 5. Prepare wall cards for discussion of design issues. 6. Conduct squatter session to identify, consider, debate, reject, accept, and/or prioritize design issues. 7. Develop space program consisting of floor area requirements, staffing, and net to gross ratios. 8. Prepare conceptual layouts of new building areas. Site Investigation 1. Conduct geotechnical investigation for the purposes of determining foundation and pavement criteria for design. No activities associated with site contamination are included or anticipated. 2. Perform site survey for design. Work will be limited to information gathering for topography, site features, utility locations and limits of site. Boundary survey, platting activities and activities to transfer ownership of the property are not included. Code Analysis 1 Perform evaluation of applicable Building Code for applicable requirements related to mixed occupancies and separation, building limitations, means of egress, energy conservation, and fire-resistive construction. 2. Review City ordinance requirements for off-street parking requirements, fire department access, setbacks, acceptable materials, landscaping, etc. Scope does not include replatting or rezoning activities. 3 Preliminary assessment to determine items required for compliance with State Accessibility Standards. Requirements will be evaluated for the following items: parking and passenger loading zones, curb ramps, exterior and interior ramps, accessible route to building entrance, ground and floor surfaces, elevators, doors and hardware, drinking fountains, toilet fixtures and accessories, mirrors, shower stalls, storage areas, handrails and grab bars, alarms and detectable warnings, signage, telephones, locker rooms for dressing, seating areas, and others as required. Design Narrative At the completion of the Pre-Design effort, prepare a design narrative consisting of all information documenting scope of construction and design requirements. Work Elements: Operational Requirements The first step in the design process is to identify the functional requirements and operational characteristics of the proposed facility. This will involve active participation of the City staff, and design team in a series of in-depth interviews over a four to five day period. The design team will: 1. Review preliminary data provided to the design team by the City staff. 2. Assist in identifying the staff to be involved in the interview process. 3. Interview key staff personnel to determine functional requirements and operational characteristics for the functions to be located at the new facility. Examples of topics to be addressed during the interviews include: a. Service requirements including number of trips, destinations, and projected growth. b. Review impact of ADA requirements maintenance and operations. C. Review requirements for repair bays, shops, material storage, and other maintenance functions. k. Review fueling, interior cleaning, and exterior cleaning requirements, on-site. 1. Review existing preventive maintenance program to determine frequency of inspections and average time required for each. o. Review facility maintenance requirements that may affect material selection, plumbing, electrical, heating, computer access, ventilation, and air conditioning. P. Review site and building security access control requirements. 4. Review relationships between functional areas. 5. Review fleet size, mix, and projected growth. 6. Review current and projected staffing plans and labor agreement(s). Review of Similar Facilities If needed, the design team will participate with the City/Team to visit similar facilities and . identify characteristics to be included in the new facility. This will help establish a common frame of reference for the client and design team. Space Program Based on the interviews, a detailed space program will be developed which will: 1. Identify functional areas to be located at the new facility. 2. Identify space requirements for all administrative, maintenance, and operations functions in the project including: a. Requirements for offices, mechanic areas, and driver areas. b. Quantity, size, and type of repair bays. C. Requirements for all shops (i.e. brake, tire, component rebuild, welding) d. Requirements for parts storage and warehousing. C. Storage requirements for toolboxes and.portable equipment. f. Requirements for mechanical and electrical support space. 3. Identify parking requirements for City vehicles (buses and non-transit vehicles), employee, visitor, and delivery vehicles. Draft Design Criteria Document The criteria to be used in the design of the new facilities must be developed for City and Design Team approval. The team will: 1. Prepare Draft Design Criteria Document to include space program and criteria resulting from client interviews, on-site observations, and review of records. The Design Criteria Document will include information on staffing levels, current and projected operations, a narrative of daily operations, site requirements, and specific requirements for each functional area. The Design Criteria Document will also identify preliminary functional requirements for building systems including architectural, structural, mechanical, electrical, and plumbing such as: a. Clearance requirements (doors, aisle widths, overhead) throughout the project. b. Floor, wall, and ceiling finishes. G. Functional areas and equipment items within each area to be included on an emergency power system. d. Lighting levels and type of lighting for all exterior areas and each functional area within the maintenance building. e. Lubrication and compressed air system requirements. f. Ventilation requirements for each functional area including offices, repair bays, maintenance shops, welding, battery, paint areas, chassis wash/component clean, pits, and storage areas. .9. Drainage requirements for floor wash-down, waste oil, waste coolant, and spill containment. h. Minimum design temperatures for heating and cooling for each functional area. 2. Establish functional area relationships both between areas and between workstations within areas. Primary considerations to be industrial workflow, supervision, and safety. Diagrams showing these relationships will be included in the Design Criteria Document. 3. Identify major maintenance equipment items to be located in each functional area. 4. Assemble basic data on vehicles to be maintained. 5. Submit draft Design Criteria Document for client review and approval. The document will be finalized during Task B. Maintenance Equipment 1. Create a preliminary inventory existing shop equipment by functional area. 2. Develop Preliminary Maintenance Equipment List based on the draft Design Criteria. Equipment shall be listed by functional area and include a description, quantity, dimensions, and general utility requirements for each equipment item. Incorporate equipment items identified as reusable on the Equipment Inventory. The Preliminary Equipment List will be reviewed with the client at the design session in Task B. Deliverables (Task A): ® Draft Design Criteria Document. Draft Maintenance Equipment Inventory TASK B: (Preliminary) Schematic Design Objective: To ensure that the functional requirements, including circulation and proximity relationships, are appropriately addressed in the Schematic Design. Work Elements: Alternative Conceptual Plans 1. Identify potential alternatives to meet the requirements established in the previous 'task. 2. Participate in multi day on-site design charrette working directly with the design team and the client to develop site configuration and general building design. During this on-site process, alternatives will be reviewed by the user staff. Based on review comments, selected alternatives will be refined and presented for review. A final review meeting will result in a selected Conceptual Plan(s). 3. The site layouts will be developed with emphasis on: a. Circulation patterns for vehicles, equipment, materials and personnel which will provide the most efficient, cost effective, and safest maintenance operation. b. Ingress and egress routes that maximize safety and security and minimize vehicular and pedestrian conflict on and off the site. C. Site area relationships. Include mechanic and operator (crew) facilities, fuel and wash, maintenance facilities, vehicle parking, bad order (or down vehicle) parking, employee and visitor parking, and shipping and receiving. 4. The facility layouts will emphasize: a. Circulation patterns for vehicles, equipment, materials and personnel and their relation to site circulation patterns. b. Functional area relationships both between the various areas and between workstations within each area. C. Efficient industrial workflow, supervision, and safety. Maintenance Equipment L . Update the Preliminary Maintenance Equipment List based on the Conceptual Design. Final Preliminary Design Criteria Document 1. Review comments from the client on the draft Design Criteria Document. 2. Incorporate comments received from the staff and modifications that resulted from the on-site design process. 3. Update the space program to be consistent with the Preliminary Schematic Design. 4. The alternative schemes developed during the on-site design charrette and-the selected Conceptual Design could also be incorporated into the final Design Criteria Document. 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Au C) QUO u Lnf) u 0 — U(f) ri E c E E E C: a 0- E E E 0 ru C) 0 CD CL 0- CL 0 0 C) IR 00 0 0 ro 0 O 41 41 41 r1i .. u N o IR u 6 u r-i U) 0 r) Lr) 0 0 I I i i I I I > E E E c: E E c: E E "a m 0- 1 w fa 0 CL LU m 0 0- CL LU ru 0 0 N O 00 20 co W a 0 0 0 0 rr) 00 1 1 r-I 2 1-100 1 r i 1 r-i EXHIBIT'9)" CITY OF FORT WORTH CONSOLIDATED SERVICE FACILITY PRELIMINARY PROJECT CRITERIA I. GENERAL REQUIREMENTS&GUIDELINES A. The shell building will consist of a tilt wall exterior wall system with a textured painted finish,roofing system,slab-on-grade,front entry glass and asphalt or concrete parking,truck court and drive areas. The scope of shell work,warehouse finish work,tenant finish work and landscaping work will be further defined in the criteria. The project is proposed to be constructed on+/-25 acre site located on James Street in South Fort Worth. The office,warehouse and shop area is anticipated to be located in one building consisting of+/-106,827sf and the covered storage shed is anticipated to be 28,262sf. B. The shell building shall comply with fire resistance requirements of the City of Fort Worth and the NFPA. FM requirements are not included. C. The building shall,consist of long life systems of durable,high quality,low maintenance materials. D. Accessibility and usability for the disabled shall be provided in accordance with Title III of the.Americans with Disability Act,as well as local and state requirements. E. Materials containing asbestos shall not be used. F. The building design and site parking shall meet minimum zoning and building codes within the City of Fort Worth in effect at the time of construction. G. In addition,the building design shall conform, as referenced,to the standards published by the following organizations: ACI American Concrete Institute ADA Americans with Disabilities Act AISC American Institute of Steel Construction AISI American Iron and Steel Institute ANSI American National Standards Institute ASCE American Society of Heating,Refrigeration&Air Conditioning Engineers ASME American Society of Mechanical Engineers IEEE Institute of Electrical and Electronic Engineers NFPA National Fire Protection Association OSHA Occupational Safety and Health Association SDI Steel Deck Institute SH Steel Joist Institute SMACNA Sheet Metal&Air Conditioning Contractors National Association H. This proposal is based upon the outline of this criteria and the applicable City of Fort Worth building codes and building design organizations. Should there be conflicts,the proposed facilities shall meet the proposed criteria which shall supersede requirements of the listed design organizations so long as the City of Fort Worth building codes are satisfied. I. Allowances: The following allowances have been included: 1. A$1,000,000 allowance has been included for design,purchase and installation of furniture,fixtures and equipment. 2. A$100,000 moving allowance has been include. 3. A$500,000 allowance has been included for design,purchase and installation of an onsite fueling syystem. october 6, 2003 Page 1 of 6 II. SITE DEVELOPMENT In preparing the lease proposal for this facility,we have assumed the following definition and scope of work to be site development cost: All site utilities will be readily available. No external site development costs are included in the Shell Building Proposal. III. SHELL BUILDING The Shell Building portion of the estimate is defined to include the following assumed construction: A. SITE WORK 1. Excavation a. The proposed building location is assumed to be a balanced site requiring neither the importation nor export of native soil. b. The site will be engineered to provide positive drainage away from the building and allow surface evacuation of storm water to the maximum extent possible. c. Any excess soil material that might be generated shall be made available for contouring of the landscaped areas and/or stockpiled on-site. d. The area under the building shall be brought to within 2'-0"of the final subgrade elevation using native on-site material, moisture conditioned and placed and compacted under controlled conditions. e. Items d and e will reduce future slab-on-grade movement to 1"or less,which is considered acceptable for this use. 2. Site Concrete a. All code required paving is provided in the base proposal. All paving at areas intended for parking and circulation shall be either reinforced concrete paving or hot mix asphalt paving. Concrete shall have a 28-day compressive strength of 3,000 psi and shall be reinforced with#3 rebar located at 18"on center each way. All pavement shall be constructed on a 12" compacted sub-base in insitu materials. b. The perimeter edge of all paving shall have 6"monolithically poured rolled curbing. c. Sidewalks: Provision will be made to provide 4"thick,reinforced,broom-finished sidewalks for access into the building from the parking lot. 3. Site Lighting Site lighting will be provided to meet minimum code requirements. The most economical means of site lighting,which will be building wall packs,will be used. Office entrance canopies will have soffit lights at main entry doors. All exterior lights will be controlled by a photocell. B. FOUNDATION 1. Drilled Piers The primary structural element supporting the building shall be a combination of 18"and 24"diameter drilled and belled shaft piers, assumed to be 20'-0"in length. Casing of piers is not included. 2. Grade Beams Where non-load-bearing exterior wall elements occur, a 12"x 30"grade beam shall be installed to support the element. 3. Slab-On-Grade October 6, 2003 Page 2 of 6 The floor of the facility shall be a 6"thick,slab-on-grade. Concrete to be 3,500 psi normal weight concrete reinforced with#3 rebar located at 18" on center each way. Slab construction joints shall be dowelled with#5 smooth bars at 18" O.C. a. The tolerance of flatness incorporated and to be provided shall not exceed 1/4"in 10'-0". b. Sawn 1/8" wide control joints shall be provided along the grid lines defined by the column locations and along the centerlines of each bay in both directions. All columns will have formed diamond or round block-outs around them. Floor slab key ways shall not be used. c. A vapor barrier will be provided under the office areas of the slab. C. STRUCTURAL FRAME The structural frame of the building shall be Class A structural steel composed ofpipe columns,joist girders,bar joists,and 1-1/2" x 22-gauge Type F factory painted metal roof deck. 1. The typical bay size shall be 40'-0"x 40'-". 2. Clear height shall be a minimum of 18'-0"under the bar joist. 3. All penetrations shall have angle support framing. 4. All structural and miscellaneous steel and roof decking shall receive one(1)coat of manufacturer's standard grey oxide paint. 5. All ferrous metals exposed directly to the weather shall receive an additional field-applied coat of paint. 6. All shop primed steel and/or deck will be touched up to repair erection scrapes and scratches. 7. The storage shed is anticipated to be a preengineered metal building system with all four sides open. D. BUILDING ENCLOSURE 1. Tilt Wall Panels The dominant exterior element shall be field-fabricated concrete,tilt wall panels with smooth textured and painted exterior finish poured face-down on the building slab. 2. Glass and Glazing a. Portions of the office area exterior wall will be enclosed with 9'-0"dark bronze aluminum storefront with 1/4" non-insulated tinted float glass. b. Main entrance doors shall be matching aluminum and glass door T-0"x T-0". E. ROOF ASSEMBLIES 1. Roofing Systems Roofing will consist of a 3-ply built-up roofing membrane with 1"perlite board insulation and gravel ballast. Roof slope will be approximately 1/4"per foot. 2. Roof Accessories October 6, 2003 Page 3 of 6 a. One(1)roof access hatches will be furnished. b. The roof will be drained by exterior roof drains and down spouts. Open faced overflow scuppers in the exterior wall panels will also be provided. All roof drainage will sheet flow on the paving. F. DooRs,FRAMES AND HARDWARE 1. The building shall be equipped with manual operated vertical lift overhead doors. 2. The secondary and code-required personnel exit doors shall be T-0"x T-0"x 1-3/4"hollow metal doors installed in welded hollow metal frames and equipped with commercial grade heavy duty hardware located as shown onproposal drawing. G. PAINTING AND SEALANTS 1. All exterior joints between panels,door jams,and storefront perimeter shall be caulked and made water-tight. All paving shall have construction, expansion and sawn control joints caulked with the appropriate sealant. 2. All exterior exposed ferrous metal,overhead doors,personnel doors,handrails,and cap flashings shall be given one coat of primer and one coat of exterior paint. 3. All exterior wall panels shall be finished with two(2)coats of textured"Dan-Tex"type paint. 4. All parking lot striping shall be 4"wide,painted lines with fire lanes and handicapped parking identified as required by code. H. OPERATING SYSTEMS AND ROUGH-IN The extent of mechanical, electrical, and fire protection systems to be furnished as Shell Building items shall be as follows: 1. Fire Protection System.. From the existing water main located along the front property line,provide a service tap,meter box,control valve, detector check,and fire service line into the building.The service line into the building will be flanged and capped 6" above finished floor. 2. Plumbinu a. Provide a 2"domestic waterline from the municipal main into the building including the service tap,meter box, control valve,and 2"meter connection stubbed and capped 6"above finish floor. b. Provide a 4" sanitary sewer service line into the building with connection to the City service, which will be located along the front roadway. c. Domestic water and sanitary line shall be furnished to office locations in the building for toilet purposes. Construction of all toilet facilities beyond primary service shall be a tenant finish expense. I A gas service from the property line to the building for future heating will be provided. 3. Electrical(Shell) October 6, 2003 Page 4 of 6 a. Provide empty raceway systems sized to receive the appropriate 480 volt, 3-phase service into the building. Final service wiring distribution panels and breakers will be a tenant finish expense. b. Install one (1) 4" PVC empty conduit from each office area of the building to the property line for future telephone service. 4. Clarifications and Exclusions Any funishings and/or finishes or building amenities not included or described in the shell criteria shall be add-on or tenant finish allowance. IV. INTERIOR FINISHES A. Tenant Improvements are defined as improvements within the demised premises over and above the Base Shell Building which are desired by and to be paid for by the Tenant Allowance and/or as a lump sum quotation when accurate and complete tenant prototype documents are available. B. Tenant Improvements shall include: 1. Fire protection risers, manifolds, mains, valves, branch lines, sprinkler heads, fire alarm homs/strobes, smoke detectors,exit signs,hand held fire extinguishers and special fire protection systems. 2. All HVAC equipment,piping,roof curbs, controls and thermostats, duct work and insulation,diffusers,return air grilles and installation of systems. 3. Electric power distribution downstream of the main electric departure point including additional electric panels, circuit breakers,transformers,switches,etc. 4. All light fixtures, additional exit signs,emergency speakers and upgrades to all shell building systems. 5. All interior walls,doors,frames and hardware. 6. Finish of walls is paint except code required wet walls which shall be fiberglass reinforced fiberboard. 7. All ceiling systems and interior walls and wall finishes including insulation where required. 8. Floor finishes. 9. Doors,frames,hardware except exterior doors fiunished in the shell building. 10.Finishes for entry lobby including upgrades to store front entry such as vestibules,revolving doors,automatic doors, etc. V. ITEMS NOT INCLUDED IN EITHER SHELL OR INTERIOR FINISHES 1. Communication cabling and cable tray. 2. Tenant signage. 3. Furniture and furnishings. October 6, 2003 Page 5 of 6 4. Sound masking system. 5. Audio/visual equipment. 6. Telephone switch,telecommunications equipment,and public address systems. 7. Uninterruptible power supply for Tenant's critical equipment. 8. Security system. 9. Emergency electrical power generator. 10. Compressed Air Systems. 11. Forklift battery charging facilities. 12. Dock Levelers and seals. October 6, 2003 Page 6 of 6 E)=T "E" CITY OF FORT WORTH CONSOLIDATED SERVICE FACILITY COORDINATION GUIDELINE WITH CITY OF FORT WORTH STAFF September 24, 2003 The purpose of this document is to establish guidelines for coordination with City of Fort Worth Staff throughout the design and construction of the New Consolidated Service Facility and to address requirements contained in the Facility Design Guide which will adversely affect the budget on the project. The current budget for this project was based on this project being managed, designed and constructed utilizing procurement procedures and construction products currently being used in the private development community. A. Coordination Outline Programming/Site Plan Development Phase Railhead Properties has 'Selected a very qualified team of design consultants to work through the programming/site plan development phase of this project. Please refer to the attached Exhibit"A"for the tasks to be accomplished during this phase. At the conclusion of this phase,Railhead Properties will prepare an overall project budget and a very detailed scope of work for final approval by the City of Fort Worth: Once the budget and detailed scope of work is approved by the City of Fort Worth, this will be the basis for completing the design and construction of the project. While this phase will require in-depth interface with numerous City Staff Members, a single point of contact with the City must be identified. This individual must have the authority to make timely decisions on design and cost issues and be assigned to the project until project completion. Design Phase Once the City of Fort Worth has approved the overall project budget, scope of work and executed the Master Service Agreement, Railhead Properties will move forward with design of the facility. During this phase,the City of Fort Worth must establish a single point of contact. This individual will be responsible for attending weekly design update meetings and for distribution and obtaining information from other City Staff members. In order to meet the aggressive design/construction schedule, Railhead Properties anticipates that major design/cost decisions must be made at these weekly design meetings. The individual assigned by the City to attend these meetings must have the authority to make these decisions. Since the weekly design meetings will function as "decision making"meetings, Railhead Properties anticipates only two (2) formal submissions to the City. The first submission will be the space/floor plan and the final submission will be the building permit set. After the space/floor plan has been completed,progress prints will be distributed at the weekly design meetings for City Staff to review. The purpose of these reviews will be for City Staff to review their individual areas and provide functional comments. City Staff should be reminded that these are progress prints and comments should be limited to functional comments only and not editorialize on the level of completeness of the submission. City Staff should also be reminded that the basis of the design and product selections are based on the document attached to the Master Service Agreement and not any other City Document or desired products. Construction Phase After a building permit has been issued by the City of Fort Worth,the construction contractor will be issued a"Notice to Proceed"by Railhead Properties. All directives and correspondence with the contractor will be through Railhead Properties. It is imperative that the City's single point of contact attend the weekly construction meetings. As with the weekly design meetings, these weekly construction meetings will be utilized for decision malting. The only inspections Railhead Properties expects the City of Fort Worth to provide will by typical building code compliance inspections. These inspections can also be accomplished by a third party plan review and inspection firm. City Staff should be reminded that the design and construction of this facility is in compliance with the exhibit to the Master Service Agreement and not any of City Document or an individual's suggestion on how something should be constructed or designed. City Staff should also be reminded that there is not a financial avenue to issue Change Order directives to Railhead Properties unless the City elects to establish a contingency fund contained within the Master Service Agreement. As the project nears completion, a series of training session meetings will be conducted by the Contractor to ensure that City Staff understand and are trained on operation of the building systems. B. City of Fort Worth Design Guide As stated earlier, the project budget and schedule has been developed utilizing private development industry standard procurement systems and product selections. After reviewing the Facility Design Guide prepared by the City of Fort Worth, there are numerous procedure/product selections which will adversely affect the project schedule and/or cost. Below is a brief description of some of these issues: Design Procedures If the design procedures outlined in this guide are followed,the architect and consultants will require additional design fees and the design schedule must be extended. The design procedure described earlier in this document has been successfully used in the private sector and will also perform successfully on this project. 2 i Technical Specifications Below is a brief outline of items which will adversely affect the project schedule/budget: 1. The document requires all pavement to be concrete over lime stabilized subgrade. We intend to follow the recommendations of the geotechnical engineer but we would anticipate that some of the less traffic areas(parking lots) could be constructed over non lime treated subgrade with either concrete or hot mixed asphaltic concrete. Typically,private development projects do not utilize lime treated subgrade. 2. The document requires all fencing to be masonry. We anticipated screening with a combination of berms and a combination of chainlink and ornamental fencing. 3. The document requires roof drains to discharge into the storm drain system. Industry standard for this type of facility is to discharge onto the pavement. 4. The document requires a suspended structural slab to prevent any floor movement. The industry standard for slab movement is 1"which is typically accomplished with moisture treatment of the underlying soils and placing the slab directly on the moisture treated soils. 5. The document requires stainless steel countertops. Industry standard is plastic laminate. 6. The document requires fir plywood for substrate of plastic laminate tops and cabinets. Industry standard is particleboard. 7. The document prohibits the use of melamine. Melamine is used throughout the private sector. 8. The document requires a 2-ply APP modified bitumen roof. We anticipate utilizing a single ply rubber roof for this project. 9. The document requires baked enamel finish of flashing. Industry standard is to paint flashing which is exposed to the exterior. 10. The document requires triple pane glass. Industry standard is double pane. 11. The document requires all exterior doors and frames to be galvanized. Industry standard is non-galvanized and painted. 12. The document requires carpet tile. Industry standard is rolled carpet. 13. The document requires solid plastic or stainless steel toilet partitions. Industry standard is either a baked enamel or plastic laminate. 14. The document requires automatic flush valves. Industry standard is non- automatic. 15. The document requires all wiring to be installed in EMT. Industry standard is to utilize MC cable. 16. The document requires an emergency generator. We have not anticipated a generator. 17.. The document requires a security system. We have not anticipated a security system. 18. The document requires voice/data cabling to be installed in conduits. Industry standard is to install conduit from the box in wall up to ceiling space only. 3 (D Ot 0 W N p (D 00 V w O/ A W (D O N o� 0 A -n vi w! r 0 , 0 v 0 D ° A o CA)CO °' d m = m o ° < ° � o f o f o Z -n' �' 0) w ; -n m -n m �. ( - 9 cn o l � o � 3 c co I` n my Q chi p, a o (D to : o ! -0 �CD! -a fl o '' a. o o! o o (0 @ �.' 0 C) m zi mlk <` °` cz o' 0 1 O I � -0 m ! ° Z� m S� � � 5.11 ��I 3 @ " rt -ni o 9 °-: co (? O v O m o ^ m d N tl1 .. PL:: pp p ,p >, A G.� O,, Q Q Q a a''; Q QI Q 0O. Q, C ® �s O O O Co li O O O O O O C N O 7 O O > _ i Ol O O p ol. O O a O O a O O O W W W W: W W! W; co O O co N! W N N N N1 S of c`n WI cv rn Z. m m a; o o; o' o o, o, O. CL 3 N CJi! .P 4P- ; W; CO i W t W W I W W cn C C o K o N - ...©... .. A ........ .. Cr > o 0 N O................ ...... n . . - O O . A o A N N - O O o A a C _ W D 0 A CO -- ; N ,p -- A _ fJ _ N N O O tl( A w A .p I� Exhibit G i� mau,.sraru..s ��nNWt +^.vucr�ar�w �. °-„✓" , mi ✓r p n m r b4 0 g 8 ".,. rig �� �riI 1 _ ggg-- � 's's3, o'w'Il4aia7lJh2u 1ivu u °2 glnC�+lfi u,R�i-- ��W7 Jil. to is �tN�, m°�..�efi. i6Gir .C1"i' f-%����/,.O//✓'j�,. raan - ,fi-''� -,r" - r- C7 IM— MM /% r a rri Rai ARP5 r' ° 3 ,. �.mss �.�-�rsy '�.�4 ;�,�'" ��.-•�,�� ���i ����4. {�� B m is 4� � t �' FULLER STREES(FELIX STREET}.. �-- -+ � rr ," .., ✓- ,,°i ""'3��:ry.� r'+.�✓.rv� � ,..+fir is r" .. " F� u�i o F' ° 4Sy m ig� o gam ' $ saf i u -o ' o ° ��Y�t J'3 "" � tim � S"� �S" ��}�" S��?"? •z � �S 2� i� G y � r r .. a� ` _ r .Exhibit.H Harley Street Service Center Relocation Preliminary Project Scope Land The Post Office will provide 25 acres with the ability to expand up to 50 acres on the designated site, which is located in the Federal Depot at the corner of James Avenue and Fuller Street. Building Per the preliminary study done by Transportation and Public Works in early 2003 the following elements have been included in the preliminary budget: Office 19,352 SF Maintenance facility 56,547 SF Warehouse/storage 30,928 SF Covered shed storage 28,262S Total Building Requirement 135,089 SF Project Cost Per the preliminary study done by Transportation and Public Works in early 2003 we have priced the above referenced space requirements using the attached design criteria to meet all necessary building codes and requirements and have arrived at the following cost of work. This budget includes twenty-five (25) acres of land, all engineering and architectural costs, inspection and testing costs, shell and tenant fit up construction cost, landscaping, fencing and all soft costs for legal, accounting, title policy, etc. The cost of financing is not included in this number. Preliminary Project Cost $13,468,128 FFE Allowance 1,000,000 Fuel Depot Alllowance 500,000 Moving Allowance 100,000 $15.068.128 Lease Cost Assuming preliminary project cost and existing bond market conditions the City should expect rents of$1,200,000 to $1,300,000 annually. The market rates are at all time lows and should be taken advantage of if the project is deemed a worthy one. City of Fort Worth, Texas 4VA.Yor and cou"Cil commu"icatio" DATE REFERENCE NUMBER - LOG NAME PAGE 9/23/03 C-19766 20USPS 1 of 2 SUBJECT AUTHORIZATION TO ENTER INTO A MEMORANDUM OF UNDERSTANDING WITH THE"UNITED STATES POSTAL SERVICE TO CAUSE THE DEVELOPMENT OF A SCHEMATIC DESIGN AND FIRM PRICE QUOTE FOR THE PROPOSED CONSTRUCTION OF A NEW CITY SERVICE CENTER AT THE FEDERAL DEPOT SITE AS A REPLACEMENT FOR THE CURRENT HARLEY SERVICE CENTER RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute a Memorandum of Understanding (MOU) with the United States Postal Service (USPS) that would initiate a $70,000 schematic design for the proposed construction of a new service center at the Federal Depot site at Felix and James Streets. If the City pursues the project to completion it would occupy and operate the new service center as a replacement for its Harley Service Center via a lease-to-purchase agreement with a Local Government Corporation that will purchase the complex from the USPS. DISCUSSION: This alternative for replacement of the Harley Service Center has the following beneficial characteristics: • A location conducive to efficient Transportation and Public Works operations and accessible to the customers of the Equipment Services Department (i.e. within the IH-820 loop, excellent access to IH-35 and IH-20); and • Complete design and construction of a new facility with no upfront capital requirement; and • Tax exempt financing via the establishment of a Local Government Corporation that will sell lease revenue bonds to purchase the facility from the USPS and lease the facility (with an option to purchase) to the.City; and • The opportunity to positively affect the redevelopment of the overall Federal Depot complex to the benefit of the surrounding community and the City as a whole; and • The opportunity to establish a relationship with the USPS on a project directly related to their redevelopment plans for the Main Post Office on Lancaster Avenue; and • The opportunity to expand Greenbriar Park (immediately south of the site of the proposed new service center) by relocating the Parks and Community Services small service center located there. To accommodate the plans for a new arena and expanded parking capacity at the Will Rogers Memorial Center, it is necessary to relocate the Harley Service Center. This relocation is also desirable to address the significant space deficiencies and operational inefficiencies that have accrued over the past 50 years as the scope of responsibility of the Transportation/Public Works and Equipment Services Departments expanded dramatically with no room to expand the physical size of the Harley Service Center complex. City of Fort Worth, Texas "agor and Council COMI"Unication DATE REFERENCE NUMBER LOG NAME E PAG 9/23/03 C-19766 20USPS 2 of 2 SUBJECT AUTHORIZATION TO ENTER INTO A MEMORANDUM OF UNDERSTANDING WITH THE UNITED STATES POSTAL SERVICE TO CAUSE THE DEVELOPMENT OF A SCHEMATIC DESIGN AND FIRM PRICE QUOTE FOR THE PROPOSED CONSTRUCTION OF A NEW CITY SERVICE CENTER AT THE FEDERAL DEPOT SITE AS A REPLACEMENT FOR THE CURRENT HARLEY SERVICE CENTER In April 2002, the City received an unsolicited proposal from the USPS, via its development consultant Railhead Properties Inc., for a lease-to-purchase deal on a new city service center proposed for construction at the Federal Depot site to replace the existing Harley Service Center in the Cultural District. To assess the competitive environment for such an agreement, in November 2002, the City requested statements of interest from any other developers desirous of making a similar proposal to the City. The only response received with the potential to compete with the USPS proposal was from Mercantile Partners. Additional information was received from both the USPS and Mercantile and a multi-Department team of City staff was assembled to evaluate the two proposals. The team found that the USPS option offered the City clear and significant financial, operational, and community development advantages relative to the Mercantile Partner option. A summary matrix outlining the results of the staffs evaluation is attached. Upon execution of the MOU recommended by this Mayor and Council Communication the USPS will develop a schematic design, a firm project cost, and a proposed purchase agreement for sale of the facility to the City-established Local Government Corporation (LGC). The agreed upon cost of this effort is $70,000. If the LGC and the USPS ultimately enter into the purchase agreement, this cost will be rolled into the overall project cost and paid for by the City through the lease payments to the LGC. If, at the completion of the schematic design process, the USPS opts not to enter into the purchase agreement with the LGC, the City will have no obligation to pay for any portion of the schematic design effort. If, on the other hand, the City, due to no fault of the USPS, chooses not to follow through with the project, then the City will pay the USPS $70,000 for the schematic design work and the product of that effort will become the property of the City. The payment to the USPS in this case would be made from the Capital Projects Reserve Fund. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are available in the Capital Projects Reserve Fund to pay for the schematic design effort in the event it becomes necessary. MO:k Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) Marc Ott 8476 Originating Department Head: Robert Goode 7804 (from) APPROVED 09/23/03 Additional Information Contact: Greg Simmons 7862 LandAmeric LandAmerica Commonwealth Title of Dallas, Inc. 2100 McKinney Avenue, Suite 1515 Commonwealth Title of Dallas Dallas,TX 75201 phone: 214 855-8400 fax: 214 754-9066 Via U.S. Mail Delivery December 14, 2004 E IV ED, JAN. ' 4 2005 Ms. Cynthia Garcia City of Fort Worth 1000 Throckton Street Fort Worth, TX 76102 Re: Our File No. 041123 1M USPS to Service Center Relocation Dear Cynthia: In connection with the above referenced file,please find enclosed the Original Recorded Special Warranty Deed for your records. Should you have any questions,please feel free to contact Sharon Cooper or myself at the phone number listed above. Sincerely, a Michelle Chappell Escrow Assistant /me Enclosures Cc: Ms. Rozann M. Heininger(w/encl. via mail) United States Postal Service P.O. Box 66640 St. Louis, MO 63166-6640 Mr. David Eales (w/encl. via mail) United Stated Postal Service Asset Management 4301 Wilson Blvd., Ste 300 Arlington,VA 22203 I RECEIVED JAN - 4 2005 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. r } cn :m J:7 ZI { rJ SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED is made and entered into as o ' the ±�4.y M)3, ,,r , 2004, by and between UNITED STATES P STAL SERVICTP, ("Grantor"), an independent establishment of the executive branch of the government of the United States with an address of Asset Management, 4301 Wilson Boulevard, Suite 300, Arlington, VA 22203-1861, and THE SERVICE CENTER RELOCATION, INCORPORTED ("Grantee"), a Texas nonprofit local government, whose mailing address is: WITNESSETH, that Grantor, for and in consideration of the sum of Ten Dollars and other valuable considerations paid by Grantee, the receipt of which is hereby acknowledged, does by these presents BARGAIN AND SELL, CONVEY AND CONFIRM Lento Grantee, the following described Real Estate, situated in the Forth Worth Federal Center, Fort Worth and State of Texas, to-wit: The legal description of the property is attached hereto as Exhibit A and made a part hereof(hereinafter the"Property"). Subject to all building lines, leases, easements, conditions, restrictions, zoning ordinances and regulations and rights-of-way of record, if any, and subject to unrecorded leases, if any. TO HAVE AND TO MOLD the same, together wit! all rights and appurtenances to the same belonging,unto Grantee, and to the successors and assigns of Grantee forever. Grantor hereby covenanting that Grantor and the successors and assigns of Grantor, shall and will WARRANT AND DEFEND the title to the premises unto Grantee, and to the successors and assigns of Grantee forever, against the lawful claims of all persons claiming by, through or under Grantor but none other. Grantor and Grantee hereby acknowledge and agree that the General Services Administration (GSA) transferred title interest and custody of the Property to Seller through its transfer program in accordance with the Agreement Between GSA and the USPS Covering Real Property Relationships and Associated Services (1985). In its letter to USPS dated August 19, 2004, Exhibit B, attached hereto and incorporated herein, GSA acknowledges its environmental liabilities and responsibilities for the Property in accordance with CERCLA Section 120(h)(3)(A)(ii). In the event contamination and/or hazardous substances are discovered on the Property after title is vested in Grantee, Grantor and Grantee assume no environmental liability for remediation of the property by virtue of their ownership and that all environmental liability for the remediation of the Property is the responsibility of GSA. IN WITNESS WHEREOF, Grantor and Grantee have set their hands the day and year first above written. Grantor: UNITED STATES POSTAL SERVICE, an independent establishment in the executive branch of the government of the United States By: Printed Name: David Eales Title: Contracting Officer STATE OF U1/1)//V ) ss. CITY OF1���� ) On this day of 2004,before me personally appeared David Eales, to me personally lrnown, who, being by me duly sworn, did say that he is a Contracting Officer of the UNITED STATES POSTAL SERVICE, an independent establishment of the executive branch of the government of the United States, and that the foregoing instrument was signed on behalf of said entity, by authority of its Contracting Officer, and further acknowledged said instrument to tie the uee act and decd of said entity. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the City and State aforesaid,the day and year first above written. SEAL LA '�" owl A Notary Public My Corranission Expires: 11/3tl d4o Grantee: Service Center Relocation,a Texas nonprofit local government By. S Printe Name: GJe d y D civ i S Title: {Ire 5; d '14 STATE OF TEXAS ) CITY OF 514- U opt l` ss. On this 141 day of� 2004, before me personally appeared , to me personally known, who,being by me duly sworn, did say that he is a, and that the foregoing instrument was signed on behalf of said entity, by authority of its , and further acknowledged said instrument to be the free act and deed of said entity. IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed my official seal in the City and State aforesaid,the day and year first above written. �Y LOIS 0. THREATT - - _— Notary Publlc Notary Pu lic * * JgE OF TEXAS on pares: .UP, 10/00/05 PLEASE RETURN rte: LANDAMERICA COMMONWEALTH TITLE OF DALLAS 2100 McKINNEY AVENUE, SUITE 1515 DALLAS, TEXAS 76201 Exhibit "A" All that certain 25.00 acres of land, out of Tract 39 in the deed to the United States Government, recorded under Volume 1615, Page 25, in the Deed Records of Tarrant County, Texas, in the M.J. Alocha Survey, A-1 City of Fort Worth, Tarrant County, Texas, more particularly described by metes and bounds as follows: COMMENCING at a brass monument found at the intersection of the east right-of-way line of James Street(60' R.O.W.) and south right-of-way line of Fuller Avenue (60' R.O.W.); Thence South 00 degrees 13 minutes 38 seconds East, 826.37 feet, along the east right-of-way line said James Street to a brass monument found for THE POINT OF BEGINNING and the northwest comer of the herein described tract; THENCE North 89 degrees 38 minutes 22 seconds East—891.39 feet to a brass monument found and the northeast comer of the herein described tract; THENCE South 00 degrees 07 minutes 08 seconds West— 1053.80 feet to a brass monument found for an angle comer of the herein described tract; THENCE South 89 degrees 38 minutes 22 seconds West -79.00 feet to a brass monument found for an angle comer of the herein described tract; THENCE South 00 degrees 07 minutes 08 seconds West— 190.00 feet to a brass monument found for an angle comer of the herein described tract in the north line of the 14.135 acre tract conveyed to the city of Forth Worth recorded under Volume 6434, Page 456 in the Deed Records of Tarrant County, Texas; THENCE South 89 degrees 38 minutes 22 seconds West—804.88 feet along the north line of said 14.135 acre tract to a brass monument found for the southwest comer of the herein described tract, in the east right-of-way fine of aforesaid James Street; THENCE North 00 degrees 13 minutes 38 seconds West— 1243.76 feet along the east right-of-way line of said James Street to the POINT OF BEGINNING of the herein described tract and containing 25.00 acres of land, more or less. N0V. 19.2004 e:45AM N0.265 P.2i9 06/20/OQ 11:64 '�" LM 002 EXHIBIT °B° GSA Pt115110 9uildings Sslvico August 15,2004 Mr. David E,ales Director of Roll Estate United States Postai Service 001 Wilson Blvd,suite 300 Arlington,VA P?203 Dear Mr.Sales: The purpose of this letter is tp clarify the issue of federal government environmental liability at the 25 acres of land Iocatad at the Fort Worth Federal Cantalr,Fort Worth,Tamils(i,e.,°25 Acre®°),that on March 96,2004 we offered to transfer to you effictive May 1,2004(Attachment 1). Subaequerit to our issuing the March 20041000r,wo undoratond that the Ctty of Fort Worth,a potential recipient of this property from you,has asked for an explanation of the acopo of liability for any hazardous substance releases attributable to the United States that is discovered on or from the property after your anticipated transfer of the 25 Acres to Fart Worth. The law that dominates the 16*ue of liability for hazardous substance releases is the Comprehensive Environmental Rewonse,Comperisaation and Wability Act(CERGLA-.42 U.S.C.Sec.91501,et seq.). The general waiver of federal agveraign immunity to the requirements of CERCLA can be found at Section 120(x)(42 U.S.C.sac.8820(e)), This waiver subjectai the United States to liability for Its releases of hazardous substances Into the environment,whether this hazardous substance contamination.is Iocatad on property currently owned or Previously owned by the United States, and even at sites the United States has never owned such as Muse to which it has shipped hazardous wastes.fat disposal,The most powerful axpresslon of this liability can be found Ili CEROLA Sec. 120(h)(3)(A)(ii),where deeds conveying faderal property to nonfsdoral reclplents are requlred to contain the folivwing covenants: "CU[that]al!remodlef motion avow"ary to protect human hsaith and the environment with respect to Any such substalnce rent-olning on the property has been taken botare the data ofsach fmnsfar,and (11)[that]any additional riamecllal nation found to be necaasary after the data of such transfer shall be canductad by the United Sues;" Thus,ae for the United States,whether we are talking about USPS,GSA,or any other federal entitias that have owned this property prier to GSA,the obligation to respond to any future disooverlas of hazardous subsianeos Rttributatilo to one or more of 4t es agencies le complete. Assuming there lQ such a discovery of hazardous substances attar your fthafer to Fort Worth,our expectation is that it will be the task of the Department of the Justice to work with all federal agencies Implicated by the transfers*to determine to whom Bush contamination is attributable,and thus who are DOJ'a client feaeral agencies in rosolving such claims, As between our two agenoles,tot mA make It r loar that GSA Is not shifting any liability n has for contamination discovered post,transter that is attributable to GSA's conduct prior to our transfer of this property to you, As betwa®n our two atgiancl®s,ahauid a poet-trsnafer claim ever Buis®411agina,in effect, GSA liability(in whole or In part),GSA intends to work with DOJ to resolve such claims. It is not GSA's Intention to attribute to USPS any contamination lasuas that are In rapt attributable to GSA. The ll.tt,r3meor�t S®ndlrAm Adn+ritistradon 18130 F81rer4,NW w"NnWon,PC 204oe-OM WWW pq.gav NOV.19.2004 8:45AM NO.265 P.3/ 08/20/04 11:56 go ,�UO.r r ontiorcament we prepared for your signature in our March 20,2004 letter should therefore ba Interpreted to mean that GSA recognizes that not only Is LISPS not assuming responsibility for any environmental tiabilitles that are alleged to arcs*from QSA's custody and control of this parcel,but also that GSA Is assuming responsibility for responding,as described above,to any such claims that irnpllcate GSA's cuatody and control of this parcel. yr Ph oravea Attaohment