The purpose of this Mayor and Council Communication (M&C) is to take actions associated with construction of an ornamental fence project on the campus of WRMC adjacent to the Dickies Arena, with initial funding for the project being provided by the City and with EFFW paying the costs of the project in excess of whatever balance remains following completion of the pending Cattle Barn 1 project.

Cattle Barn 1 Project

On June 6, 2017, the City Council authorized the sale of venue-tax-backed revenue bonds for the purpose of paying the City's portion of the costs of constructing the new  Multi-Purpose Dickies Arena (the "Arena") and to pay for other adjacent support facility improvements, with approximately $15,600,000.00 of the bond proceeds allocated to the Cattle Barn 1 and Poultry Barn Renovations (the "Cattle Barn Project") (M&C G-19020).

On December 5, 2017 (M&C C-28256), the City Council authorized execution of a Construction Manager at Risk Contract (City Secretary Contract No. 50166) with Sedalco in the amount of $14,248,486.00 for the Cattle Barn Project. Change Order No.1 to the Cattle Barn Project was proposed but never executed. Change Order No. 2, in the amount of $516,475.00, will increase the total contract amount to $14,767,961.00, a 3.65% increase, to construct the Fence Project. This project will continue the extension of the ornamental fence that surrounds much of the WRMC and will eliminate the current chain link fence in the same area across the street from the Arena.

On January 30, 2018 (M&C C-28559), City Council authorized execution of a Professional Services Agreement (City Secretary Contract No. 50380) with Hahnfeld in the amount of $291,000.00 to provide construction administration services for the Will Rogers Memorial Center Cattle Barn 1 and Poultry Barn Renovations. Amendment No. 1 was administratively executed increasing the total contract amount to $296,000.00. Amendment No. 2, in the amount of $6,508.00, will increase the total contract amount to $302,508.00 and provide the required construction administration services for the Fence Project.  EFFW had separately engaged Hahnfeld to provide the architectural design and construction documents for the Fence Project at a cost of $44,810.00.

On February 21, 2018, Staff administratively executed a Professional Services Agreement (City Secretary Contract No. 50311) with CMJ Engineering, Inc., in the amount of $66,900.50 to provide materials testing associated with the Cattle Barn Project. Amendment No. 1 will be administratively executed to provide the required additional materials testing for the Fence Project.

The overall adjusted project cost is below:

Competitive Bidding: Because the Cattle Barn Project and the Fence Project are part of a venue project funded from the proceeds of venue-tax-backed debt, competitive procurement laws do not apply per the exemption in Section 334.041(e) of the Texas Local Government Code.

M/WBE OFFICE: Sedalco is in compliance with the City's BDE Ordinance by committing to an overall 29% MBE participation on this project inclusive of Change Order No. 2.

In accordance with Chapter 7, Article III, Section 7-47, Section 109.2.1 of the City Code, Building, Trade Permit and Urban Forestry Fees are waived for this project.

Funding

Initial funding for the Fence Project will be provided by a transfer in the amount of $650,000.00 from the Culture & Tourism Project Finance Zone Fund ("PFZ") to the Venue Project.  To the extent any residual bond proceeds are left after the core Cattle Barn Project has been completed, those proceeds will be allocated toward the cost of the Fence Project. If there are bond proceeds remaining after the allocations to the Fence Project, these funds will be retained by the City and used to pay debt service on the existing debt as authorized in M&C C-28498, approved on December 5, 2017. To the extent residual bond proceeds are insufficient to pay for the Fence Project and repay the PFZ, EFFW has agreed to provide a cash reimbursement to the City for the costs of the Fence Project, with the amount that is reimbursed also serving to reduce a credit owed by EFFW for a previous land swap as detailed below.  The Stock Show, which is sharing the cost of debt service on the Cattle Barn Project, has consented in writing to this use of any remaining funds in the Cattle Barn Project.  Upon completion of the fence and repayment of any excess costs by EFFW, the funds used for interim financing will be returned to the Project Financing Zone Fund.

On May 21, 2014, the City and EFFW entered into an Exchange Contract CSC No. 45622-EX, in which the City conveyed to EFFW a remainder tract from a parcel acquired for the Chisholm Trail Parkway project ("Chisholm Tract") and EFFW agreed to pay the cost of the City to acquire a tract of land on Bryce Avenue near Montgomery Street ("Bryce Tract") to be incorporated into use for the WRMC. Because the value of the Chisholm Tract was greater than the value of the Bryce Tract, additional consideration was owed by EFFW to the City in the amount of $397,544.00 (the "Credit").

On August 15, 2017, M&C L-16061 ratified the purchase with EFFW for right-of-way acquisition and an easement along Montgomery Street in exchange for a reduction in the Credit (CSC No. 45622-EX). The reduction of the Credit was $94,667.70, bringing the remaining consideration of the Credit to $302,886.30, less the City's closing costs (escrow fees and recording costs).

Pursuant to a letter from EFFW dated September 14, 2018 to the City, EFFW confirms its commitment to fund the Fence Project and informed the City that EFFW has incurred $44,810.00 for design of the Fence Project with Hahnfeld. Rather than reimburse the engineering costs in cash, EFFW proposed that the Credit balance of $302,886.30 be reduced by the amount of that expense.  In the letter EFFW also commits to providing payment for costs of the Fence Project, to the extent residual bond dollars from the Cattle Barn Project are insufficient, but proposes that the Credit be further reduced on a dollar-for-dollar basis by the amount EFFW contributes toward the fence costs.