Dallas City Council Agenda: June 12, 2013 Addendum by buildingcommunityWORKSHOP

JUNE 12, 2013 CITY COUNCIL ADDENDUM CERTIFICATION

This certification is given pursuant to Chapter XI, Section 9 of the City Charter for the City Council Addendum dated June 12, 2013. We hereby certify, as to those contracts, agreements, or other obligations on this Agenda authorized by the City Council for which expenditures of money by the City are required, that all of the money required for those contracts, agreements, and other obligations is in the City treasury to the credit of the fund or funds from which the money is to be drawn, as required and permitted by the City Charter, and that the money is not appropriated for any other purpose.

ary K. Suhm City Manager

Date

Date City Controller

ADDENDUM CITY COUNCIL MEETING JUNE 12, 2013 CITY OF DALLAS 1500 MARILLA COUNCIL CHAMBERS, CITY HALL DALLAS, TEXAS 75201 9:00 A. M.

ADDITIONS: Closed Session Attorney Briefings (Sec. 551.071 T.O.M.A.) Bruton Stephens v. City of Dallas, Cause No. 3:10-CV-191-O Personnel (Sec. 551.074 T.O.M.A.) Personnel issues involving City Manager.

6ES

CONSENT ADDENDUM Business Development & Procurement Services 1.

Authorize (1) a five-year service contract to continue maintenance of the existing bank reconciliation software in the amount of $237,132; and (2) a five-year service contract to provide support services in the amount of $132,000 - Fiserv, Inc., Sole Source - Total not to exceed $369,132 - Financing: Current Funds (subject to annual appropriations)

Economic Development 2.

Authorize amendments to Resolution Nos. 13-0535, 13-0536, and 13-0538, previously approved on March 27, 2013, to modify the entity the City Manager is authorized to: (1) enter into a lease for the Dallas Farmers Market Shed 1 from Dallas Farmers Market Trust 1, LLC to DF Market 1, LLC (13-0535); (2) sell the Dallas Farmers Market Shed 2 from Dallas Farmers Market Trust 2, LLC to DF Market 2, LLC (13-0536); and (3) sell the Dallas Farmers Market auxiliary/administration building from Dallas Farmers Market Trust, LLC to DF Market, LLC (13-0538) - Financing: This action has no cost consideration to City

Public Works Department 3.

Authorize a Memorandum of Understanding with the State Energy Conservation Office for energy projects at the Dallas Convention Center in the amount of $2,980,000 Financing: This action has no cost consideration to the City

ADDENDUM CITY COUNCIL MEETING JUNE 12, 2013

ADDITIONS: (Continued) CONSENT ADDENDUM (Continued) Public Works Department (Continued) 4.

Authorize a Memorandum of Understanding with the State Energy Conservation Office for energy projects at City Hall and other City facilities in the amount of $5,000,000 Financing: This action has no cost consideration to the City

Authorize a Memorandum of Understanding with the State Energy Conservation Office for energy projects at the City's Public Safety facilities in the amount of $5,000,000 Financing: This action has no cost consideration to the City

Sanitation Services 6.

An ordinance amending Chapter 18 of the Dallas City Code to revise discount rates for solid waste disposal at the landfill by commercial waste haulers who enter into longterm disposal service contracts with the City, with new disposal service rates based on a market analysis of regional landfill prices - Financing: No cost consideration to the City

Sustainable Development and Construction 7.

An ordinance providing for the re-opening of a portion of Pearl Expressway containing approximately 15,298 square feet of land, located near its intersection with Taylor Street - Financing: No cost consideration to the City

Trinity Watershed Management 8.

A resolution authorizing the conveyance of a right-of-way easement containing approximately 59,238 square feet of land located on the south side of IH-30 at its intersection with Hardwick Street to the Texas Department of Transportation for the Horseshoe Project - Revenue: $19,288

ITEMS FOR INDIVIDUAL CONSIDERATION City Secretary's Office 9.

A resolution designating absences by Mayor Michael S. Rawlings, Deputy Mayor Pro Tem Tennell Atkins and Councilmember Dwaine R. Caraway as being for "official city business" - Financing: No cost consideration to the City 2

ADDENDUM CITY COUNCIL MEETING JUNE 12, 2013

ADDITIONS: (Continued) ITEMS FOR INDIVIDUAL CONSIDERATION (Continued) DESIGNATED PUBLIC SUBSIDY MATTERS Economic Development 10.

Authorize the sixth amendment to the Loan Documents between the City of Dallas and the Oak Cliff Foundation (OCF), a Texas non-profit corporation, to amend the Section 108 Term Loan Documents in the original amount of $400,000 pursuant to Administrative Action No. 10-2683 to: (1) defer all payments, interest and principal for thirty six months from May 1, 2013 through April 1, 2016; (2) reduce interest rate from 4% to 0% effective May 1, 2013; and (3) begin $1,500 monthly payments of principal beginning May 1, 2016 and forgiveness of 25% of the principal balance of the loan annually beginning May 1, 2017 (so long as OCF meets certain benchmark and criteria as established in the Loan Documents) until the principal balance of the loan is paid in full - Financing: This action has no cost consideration to the City

ADDENDUM DATE June 12, 2013 ITEM IND # OK DEF DISTRICT TYPE

DEPT.

DOLLARS

LOCAL

MWBE

$369,132.00

0.00%

All

PBD, CIS, CON

ECO

PBW

All

PBW

All

PBW

All

SAN

DEV

TWM

REV $19,288

All

SEC

All

ECO

TOTAL

DESCRIPTION

Authorize a five-year service contract to continue maintenance of the existing bank reconciliation software; and a five-year service contract to provide support services Authorize amendments to Resolution Nos. 13-0535, 13-0536, and 13-0538, previously approved on March 27, 2013, to modify the entity the City Manager is authorized to: enter into a lease for the Dallas Farmers Market Shed 1 from Dallas Farmers Market Trust 1, LLC to DF Market 1, LLC (13-0535); sell the Dallas Farmers Market Shed 2 from Dallas Farmers Market Trust 2, LLC to DF Market 2, LLC (13-0536); and sell the Dallas Farmers Market auxiliary/administration building from Dallas Farmers Market Trust, LLC to DF Market, LLC (13-0538) Authorize a Memorandum of Understanding with the State Energy Conservation Office for energy projects at the Dallas Convention Center Authorize a Memorandum of Understanding with the State Energy Conservation Office for energy projects at City Hall and other City facilities Authorize a Memorandum of Understanding with the State Energy Conservation Office for energy projects at the City's Public Safety facilities An ordinance amending Chapter 18 of the Dallas City Code to revise discount rates for solid waste disposal at the landfill by commercial waste haulers who enter into long-term disposal service contracts with the City, with new disposal service rates based on a market analysis of regional landfill prices An ordinance providing for the re-opening of a portion of Pearl Expressway containing approximately 15,298 square feet of land, located near its intersection with Taylor Street A resolution authorizing the conveyance of a right-of-way easement containing approximately 59,238 square feet of land located on the south side of IH-30 at its intersection with Hardwick Street to the Texas Department of Transportation for the Horseshoe Project A resolution designating absences by Mayor Michael S. Rawlings, Deputy Mayor Pro Tem Tennell Atkins and Councilmember Dwaine R. Caraway as being for "official city business" Authorize the sixth amendment to the Loan Documents between the City of Dallas and the Oak Cliff Foundation (OCF), a Texas non-profit corporation, to amend the Section 108 Term Loan Documents in the original amount of $400,000 pursuant to Administrative Action No. 10-2683 to: defer all payments, interest and principal for thirty six months from May 1, 2013 through April 1, 2016; reduce interest rate from 4% to 0% effective May 1, 2013; and begin $1,500 monthly payments of principal beginning May 1, 2016 and forgiveness of 25% of the principal balance of the loan annually beginning May 1, 2017 (so long as OCF meets certain benchmark and criteria as established in the Loan Documents) until the principal balance of the loan is paid in full

$369,132.00

Page 1

KEY FOCUS AREA:

ADDENDUM ITEM # 1 Make Government More Efficient, Effective and Economical

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Business Development & Procurement Services Communication and Information Services City Controller

CMO:

Jeanne Chipperfield, 670-7804 Jill A. Jordan, P.E., 670-5299

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize (1) a five-year service contract to continue maintenance of the existing bank reconciliation software in the amount of $237,132; and (2) a five-year service contract to provide support services in the amount of $132,000 - Fiserv, Inc., Sole Source - Total not to exceed $369,132 - Financing: Current Funds (subject to annual appropriations) BACKGROUND This service contract will provide maintenance and support for the existing bank reconciliation software. The software is used to reconcile cash and credit card transactions between the City’s general ledger accounts and the City’s 27 bank accounts. This automated software reduces the processing time of manually matching thousands of transactions daily by generating rules that automatically match transactions. The ability to import data from multiple external sources (i.e. merchant service vendors, banks, and other interfaces) and initiate automatic reconciliations allows the Controller's Office staff to focus on exception processing (e.g. non-matches), bank errors or delayed deposits. The Controller’s Office will utilize support services for ongoing maintenance and upgrade to the software including, but not limited to:      

Installation and configuration of application servers Release upgrade script execution and verification Installation and configuration of client software Product training and knowledge transfer for technical and end users Custom report development Troubleshoot and support issues that are beyond the scope of maintenance support

PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) On December 9, 2009, City Council authorized a contract amendment to: (1) extend the existing maintenance and support agreement for a period of three years; and (2) provide implementation services to upgrade and add software modules, as well as provide additional user licenses for the bank reconciliation software by Resolution No. 09-3025. FISCAL INFORMATION $369,132.00 - Current Funds (subject to annual appropriations) M/WBE INFORMATION There were no M/WBE vendors contacted for this item because the recommended awardee is the sole source provider. The recommended awardee has fulfilled the good faith requirements set forth in the Business Inclusion and Development (BID) Plan adopted by Council Resolution No. 08-2826 as amended. ETHNIC COMPOSITION Fiserv, Inc. White Male Black Male Hispanic Male Other Male

99 15 4 9

White Female Black Female Hispanic Female Other Female

53 12 4 5

BID INFORMATION Bidder

Address

Amount of Bid

Fiserv, Inc.

255 Fiserv Drive Brookfield, WI 53045

$369,132.00

Note: Pursuant to Business Development and Procurement Servicesâ&#x20AC;&#x2122; (BDPS) request, the Auditorâ&#x20AC;&#x2122;s office has reviewed this sole source item and submitted related documentation and has determined BDPS meets the exceptions from competitive bidding as specified in the State of Texas Local Government code, chapter 252.022, General Exemptions (a)(7).

Agenda Date 06/12/2013 - page 2

OWNER Fiserv, Inc. Jeffery W. Tabuki, President Mark Ernst, Vice President

Agenda Date 06/12/2013 - page 3

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize (1) a five-year service contract to continue maintenance of the existing bank reconciliation software in the amount of $237,132; and (2) a five-year service contract to provide support services in the amount of $132,000 - Fiserv, Inc., Sole Source - Total not to exceed $369,132 - Financing: Current Funds (subject to annual appropriations) Fiserv, Inc. is a non-local, non-minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use their own workforce. PROJECT CATEGORY: Other Services _______________________________________________________________ LOCAL/NON-LOCAL CONTRACT SUMMARY Amount

Percent

Total local contracts Total non-local contracts

$0.00 $369,132.00

0.00% 100.00%

------------------------

TOTAL CONTRACT

$369,132.00

100.00%

LOCAL/NON-LOCAL M/WBE PARTICIPATION Local Contractors / Sub-Contractors None Non-Local Contractors / Sub-Contractors None TOTAL M/WBE CONTRACT PARTICIPATION

African American Hispanic American Asian American Native American WBE Total

Local

Percent

Local & Non-Local

Percent

$0.00 $0.00 $0.00 $0.00 $0.00

0.00% 0.00% 0.00% 0.00% 0.00%

$0.00 $0.00 $0.00 $0.00 $0.00

0.00% 0.00% 0.00% 0.00% 0.00%

----------------------

-----------------------

$0.00

0.00%

$0.00

0.00%

COUNCIL CHAMBER

June 12, 2013 WHEREAS, on December 9, 2009, City Council authorized a contract amendment to: (1) extend the existing maintenance and support agreement for a period of three years; and (2) provide implementation services to upgrade and add software modules, as well as provide additional user licenses for the bank reconciliation software by Resolution No. 09-3025; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the City Manager is authorized to execute (1) a five year service contract to continue maintenance of the existing bank reconciliation software in the amount of $237,132.00; and (2) a five year service contract to provide support services in the amount of $132,000.00 with Fiserv, Inc. (VC0000010860) in a total amount not to exceed $369,132.00, upon approval as to form by the City Attorney. If the service was bid or proposed on an as needed, unit price basis for performance of specified tasks, payment to Fiserv, Inc. shall be based only on the amount of the services directed to be performed by the City and properly performed by Fiserv, Inc. under the contract. Section 2. That the City Controller is authorized to disburse funds from the following appropriations in an amount not to exceed $369,132.00 (subject to annual appropriations): FUND 0198 0198 0198 0198 0198 0198 0198 0198 0198 0198 0198

DEPT DSV DSV DSV DSV DSV DSV DSV DSV DSV DSV DSV

UNIT 1665 1665 1665 1665 1665 1665 1665 1665 1665 1665 1665

OBJ 4735 3438 3070 3438 3070 3438 3070 3438 3070 3438 3070

AMOUNT $ 115,000.00 $ 26,400.00 $ 23,000.00 $ 26,400.00 $ 23,000.00 $ 26,400.00 $ 24,150.00 $ 26,400.00 $ 25,357.00 $ 26,400.00 $ 26,625.00

FY 2013 2013 2013 2014 2014 2015 2015 2016 2016 2017 2017

ENCUMBRANCE CTDSV13FiServ CTDSV13FiServ CTDSV13FiServ CTDSV14FiServ CTDSV14FiServ CTDSV15FiServ CTDSV15FiServ CTDSV16FiServ CTDSV16FiServ CTDSV17FiServ CTDSV17FiServ

Section 3. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas, and it is accordingly so resolved.

ADDENDUM ITEM # 2 KEY FOCUS AREA:

Economic Vibrancy

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

DEPARTMENT:

Office of Economic Development

CMO:

Ryan S. Evans, 670-3314

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize amendments to Resolution Nos. 13-0535, 13-0536, and 13-0538, previously approved on March 27, 2013, to modify the entity the City Manager is authorized to: (1) enter into a lease for the Dallas Farmers Market Shed 1 from Dallas Farmers Market Trust 1, LLC to DF Market 1, LLC (13-0535); (2) sell the Dallas Farmers Market Shed 2 from Dallas Farmers Market Trust 2, LLC to DF Market 2, LLC (13-0536); and (3) sell the Dallas Farmers Market auxiliary/administration building from Dallas Farmers Market Trust, LLC to DF Market, LLC (13-0538) â&#x20AC;&#x201C; Financing: This action has no cost consideration to City BACKGROUND On February 27, 2013, the City Council authorized a Master Agreement for the redevelopment of the Dallas Farmers Market with DFM Developer, Ltd. (Brian Bergersen, principal), which outlined a redevelopment plan for the Dallas Farmers Market. The approved Master Agreement redevelopment plan provides for: (1) the lease of Shed 1 for renovation and operation as a marketplace for local farmers and farm merchants and vendors to sell produce and other farm-related products; (2) the sale of Shed 2 for renovation for use by restaurants, specialty food vendors, other retail vendors, and a beer garden; (3) the sale of Sheds 3 and 4 for the development of retail, residential, and parking uses (including public parking for the market); (4) the sale of the auxiliary/administration building for its renovation for use as a culinary learning center, production studio, market administration office, retail leasing office, and retail; and (5) the sale of the remote parking area for redevelopment for outdoor activities, specifically a community garden and futsal fields.

BACKGROUND (Continued) On March 27, 2013, the City Council approved the lease of Shed 1 and the sales of the other market tracts to private entities that are either affiliated with or whose principals worked with the Master Agreement developer on the redevelopment plan for the market. Per City Councilâ&#x20AC;&#x2122;s March 27, 2013 approvals, Shed 1 was to be leased to and Shed 2 and the auxiliary/administration building were to be sold to Dallas Farmers Market Trust 1, LLC, Dallas Farmers Market Trust 2, LLC, and Dallas Farmers Market Trust, LLC, respectively; the principals of foregoing entities are: Blair Black, Janet Cobb, and Ruthie Pack. Per the City Councilâ&#x20AC;&#x2122;s March 27, 2013 approvals, Sheds 3 and 4 and the remote parking area are to be sold to FM Harvest, Ltd. and FM Futsal Ltd., respectively; the principal for those two entities is Brian Bergersen. The various principals involved in the Dallas Farmers Market redevelopment project have determined that the implementation of the redevelopment plan would be better served by an organizational structure that allows for one manager of the entire project, Brian Bergersen. To that end, the City Council is asked to authorize an amendment to: (1) Resolution No. 13-0535 to modify the entity with which the City Manager is authorized to execute a lease for Shed 1 from Dallas Farmers Market Trust 1, LLC to DF Market 1, LLC; (2) Resolution No. 13-0536 to modify the entity the City Manager is authorized to sell (enter into a purchase agreement and deliver a deed without warranty) Shed 2 from Dallas Farmers Market Trust 2, LLC to DF Market 2, LLC; and (3) modify the entity the City Manager is authorized to sell (enter into a purchase agreement and deliver a deed without warranty) the auxiliary/administration building from Dallas Farmers Market Trust, LLC to DF Market, LLC. Sheds 3 and 4 and the remote parking area will still be purchased by FM Harvest, Ltd. and FM Futsal, Ltd., respectively. It is anticipated that the lease of Shed 1 will be effective and the sales of the other parcels will close on June 17, 2013. PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) On January 28, 2013, the Farmers Market TIF District board of directors approved an amendment to the Farmers Market TIF District Project and Financing Plan, including the expansion of the geographic boundaries of the TIF district to include the Dallas Farmers Market property. On February 20, 2013, City Council was briefed on a Master Agreement for the Redevelopment of the Dallas Farmers Market and the proposed amendments to the Farmers Market TIF District Project and Financing Plan. On February 27, 2013, by Resolution No. 13-0447, City Council authorized a Master Agreement for the Redevelopment of the Dallas Farmers Market with DFM Developer, Ltd.

Agenda Date 06/12/2013 - page 2

PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) (Continued) On February 27, 2013, by Resolution No. 13-0448, City Council authorized a public hearing to be held on March 27, 2013 to hear public concerns and comments regarding the proposed amendments to the Farmers Market TIF Project and Financing Plan, including the expansion of the geographic boundaries of the TIF district to include the Dallas Farmers Market property. On March 27, 2013, by Ordinance No. 28951, City Council authorized amendments to the Farmers Market TIF Project and Financing Plan, including the expansion of the geographic boundaries of the TIF district to include the Dallas Farmers Market property. On March 27, 2013, by Resolution No. 13-0535, City Council authorized the City Manager to execute a 30-year lease agreement, with two, five-year renewal options, for the Dallas Farmers Market Shed 1, approximately 57,750 square feet of space, with Dallas Farmers Market Trust 1, LLC. On March 27, 2013, by Resolution No. 13-0536, City Council authorized the City Manager to sell the Dallas Farmers Market Shed 2 by executing: (1) a sale agreement with and (2) a deed without warranty conveying the property to Dallas Farmers Market Trust 2, LLC. On March 27, 2013, by Resolution No. 13-0537, City Council authorized the City Manager to sell the Dallas Farmers Market Sheds 3 and 4 by executing: (1) a sale agreement with and (2) a deed without warranty conveying the property to FM Harvest, Ltd. On March 27, 2013, by Resolution No. 13-0538, City Council authorized the City Manager to sell the Dallas Farmers Market auxiliary/administration building by executing: (1) a sale agreement with and (2) a deed without warranty conveying the property to Dallas Farmers Market Trust, LLC. On March 27, 2013, by Resolution No. 13-0539, City Council authorized the City Manager to sell the Dallas Farmers Market remote parking area by executing: (1) a sale agreement with and (2) a deed without warranty conveying the property to FM Futsal, Ltd. FISCAL INFORMATION This action has no cost consideration to City

Agenda Date 06/12/2013 - page 3

OWNER/DEVELOPER DF Market 1, LLC (Shed 1 lessee): Manager: *Pearl Taylor Manager, LLC Members: Brian Bergersen and Ellen Bergersen **Manager: Brian Bergersen Sole Member: DF Market Holdings, LLC Manager: *Pearl Taylor Manager, LLC Members: (1) DFM Investor, LLC Sole member: LBL Dynasty Trust (Bergersen family trust) Manager: *Pearl Taylor Manager, LLC (2) Jackson Restaurant Management, Inc. Sole shareholder/president: Janet Cobb (3) Babalou FM, LLC Members: Jay Pack and Ruthie Pack Manager: Ruthie Pack DF Market 2, LLC (Shed 2 purchaser): Manager: *Pearl Taylor Manager, LLC Sole Member: DF Market Holdings, LLC DF Market, LLC (auxiliary/administration building purchaser): Manager: *Pearl Taylor Manager, LLC Members: (1) DFM Investor, LLC (2) Jackson Restaurant Management, Inc. (3) Babalou FM, LLC *Managing entity of the Farmers Market redevelopment project ** Manger of the managing entity

Agenda Date 06/12/2013 - page 4

COUNCIL CHAMBER

June 12, 2013 WHEREAS, the City recognizes the importance of its role in local economic development initiatives and programs; and WHEREAS, the City wishes to encourage the development of a 12-acre tract of land located southeast of the corner of Harwood Street and Marilla Street in downtown Dallas, known as the Dallas Farmers Market; and WHEREAS, the Dallas Farmers Market has sustained operating losses for the last several years and the City desires to allow market operations to be managed privately without ongoing financial support from the City; and WHEREAS, on February 27, 2013, by Resolution No. 13-0447, City Council authorized a Master Agreement for redevelopment of the Dallas Farmers Market with DFM Developer, Ltd.; and WHEREAS, on March 27, 2013, by Resolution No. 13-0535, City Council authorized the lease of the Farmers Market Shed 1 to Dallas Farmers Market Trust 1, LLC; and WHEREAS, on March 27, 2013, by Resolution No. 13-0536, City Council authorized the sale of the Farmers Market Shed 2 to Dallas Farmers Market Trust 2, LLC; and WHEREAS, on March 27, 2013, by Resolution No. 13-0538, City Council approved the sale of the Farmers Market auxiliary/administration building to Dallas Farmers Market Trust, LLC; and WHEREAS, the various principals involved in the Dallas Farmers Market redevelopment project have determined that the implementation of the redevelopment plan would be better served by an organizational structure that allows for one manager of the entire project. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That City Council Resolution No. 13-0535, authorized on March 27, 2013, is hereby modified to authorize the City Manager to execute a lease for the Dallas Farmers Market Shed 1 with DF Market 1, LLC. Section 2. That City Council Resolution No. 13-0536, authorized on March 27, 2013, is hereby modified to authorize the City Manager to sell (enter into a purchase agreement and deliver a deed without warranty) the Dallas Farmers Market Shed 2 to DF Market 2, LLC.

COUNCIL CHAMBER

June 12, 2013 Section 3. That City Council Resolution No. 13-0538, authorized on March 27, 2013, is hereby modified to authorize the City Manager to sell (enter into a purchase agreement and deliver a deed without warranty) the Dallas Farmers Market auxiliary/administration building to DF Market, LLC. Section 4. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas, and it is accordingly so resolved.

ned 3 25,444 Sq feet

hed4 21 ,000 Sq feet

Shed 1 31,800 Sq fe

ADDENDUM ITEM # 3 KEY FOCUS AREA:

A Cleaner, Healthier City Environment

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

DEPARTMENT:

Public Works Department

CMO:

Jill A. Jordan, P.E., 670-5299

MAPSCO:

45 P,Q,T ________________________________________________________________

SUBJECT Authorize a Memorandum of Understanding with the State Energy Conservation Office for energy projects at the Dallas Convention Center in the amount of $2,980,000 Financing: This action has no cost consideration to the City BACKGROUND The Texas LoanSTAR (Saving Taxes and Resources) revolving loan program finances energy-related cost-reduction retrofits for state, public school district, public college, public university, and tax-district supported public hospital facilities (10 Tex. Gov. Code §2305.032). Low interest rate (2%) loans are provided to assist borrowers in financing their energy-related cost-reduction efforts. Applicants repay the loans through the stream of energy cost savings realized from the projects. On December 6, 2012, the City applied for three LoanSTAR loans. On January 31, 2013, the City was selected and provided with three Notices of Loan Fund Availability (NOLFA). The NOLFAs are each a Memorandum of Understanding (MOU) that the borrower’s City Manager must sign and date certifying that the borrower will retain a Professional Engineer to prepare an Energy Assessment Report (EAR). The EAR will be prepared in accordance with the guidelines and formats provided in the Texas LoanSTAR Program guidebook and with the State Energy Conservation Office (SECO) Performance Contracting guidelines. SECO's sole purpose of the MOU is to reserve the LoanSTAR funds for an applicant during the period its EAR’s are being prepared. The completed EAR’s will be delivered to SECO for review. The three EAR’s are due to SECO no later than July 1, 2013. The MOU document should not be construed as a loan agreement and does not authorize the expenditure of the funds for the LoanSTAR project. LoanSTAR project expenditures cannot be incurred before the effective date cited in the fully executed loan agreement.

BACKGROUND (Continued) A selection committee ranked the most advantageous firms for the three LoanSTAR Projects as follows: Baker Renewable Energy for the Dallas Convention Center; Pepco Energy Services for City Hall and various facilities; and Schneider Electric Building Americas, Inc. for the Public Safety Buildings. The selected firms will prepare an Energy Assessment Report for their respective LoanSTAR project. The submittals are due to SECO by July 1, 2013. Future agenda items are required for acceptance of the LoanStar loans and construction awards. This action will authorize a Memorandum of Understanding with the State Energy Conservation Office for energy projects at the Dallas Convention Center. ESTIMATED SCHEDULE OF PROJECT Audit Schedule will be as follows: Start of Detail Energy Audit Energy Assessment Report due to SECO End of Detail Energy Audit

June 2013 July 2013 October 2013

PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) This item has no prior action. FISCAL INFORMATION This action has no cost consideration to the City. MAP Attached.

Agenda Date 06/12/2013 - page 2

0 'A 'h % For Central Business Distrid map coverage see pages 10 and 11

1000

2000 3000 BOOK PAGE 1075

COUNCIL CHAMBER

June 12, 2013 WHEREAS, on December 6, 2012, an application was submitted to the State Energy Conservation Office (SECO) for a LoanSTAR (Saving Taxes and Resources) revolving loan for the Dallas Convention Center Project; and, WHEREAS, on January 31, 2013, a Notification of Loan Funding Availability was issued to the City of Dallas by SECO for the Dallas Convention Center Project; and, WHEREAS, the City of Dallas is required to provide a Memorandum of Understanding to SECO to reserve the LoanSTAR funds in the amount of $2,980,000 during the period the Energy Assessment Reports are being prepared for the Dallas Convention Center Project; and, WHEREAS, the City of Dallas advertised a Request for Qualifications for the Dallas Convention Center Project; and, WHEREAS, the City of Dallas issued a Request for Proposal to the short listed firms for a Comprehensive Energy and Photovoltaic Performance Contract; and, WHEREAS, on May 10, 2013, a selection committee selected Baker Roofing Company dba Baker Renewable Energy as the most advantageous of three short listed firms for the Dallas Convention Center Project; and, WHEREAS, Baker Roofing Company dba Baker Renewable Energy will provide professional engineering services to submit the Energy Assessment Report; and, WHEREAS, it is now necessary to authorize a Memorandum of Understanding with the State Energy Conservation Office for energy projects at the Dallas Convention Center in the amount of $2,980,000. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the City Manager is hereby authorized to execute a Memorandum of Understanding with the State Energy Conservation Office to reserve the LoanSTAR funds for energy projects at the Dallas Convention Center in the amount of $2,980,000, after it has been approved as to form by the City Attorney's Office. Section 2. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas, and it is accordingly so resolved.

ADDENDUM ITEM # 4 KEY FOCUS AREA:

A Cleaner, Healthier City Environment

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Public Works Department

CMO:

Jill A. Jordan, P.E., 670-5299

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize a Memorandum of Understanding with the State Energy Conservation Office for energy projects at City Hall and other City facilities in the amount of $5,000,000 Financing: This action has no cost consideration to the City BACKGROUND The Texas LoanSTAR (Saving Taxes and Resources) revolving loan program finances energy-related cost-reduction retrofits for state, public school district, public college, public university, and tax-district supported public hospital facilities (10 Tex. Gov. Code §2305.032). Low interest rate (2%) loans are provided to assist borrowers in financing their energy-related cost-reduction efforts. Applicants repay the loans through the stream of energy cost savings realized from the projects. On December 6, 2012, the City applied for three LoanSTAR loans. On January 31, 2013, the City was selected and provided with three Notices of Loan Fund Availability (NOLFA). The NOLFAs are each a Memorandum of Understanding (MOU) that the borrower’s City Manager must sign and date certifying that the borrower will retain a Professional Engineer to prepare an Energy Assessment Report (EAR). The EAR will be prepared in accordance with the guidelines and formats provided in the Texas LoanSTAR Program guidebook and with the State Energy Conservation Office (SECO) Performance Contracting guidelines. SECO's sole purpose of the MOU is to reserve the LoanSTAR funds for an applicant during the period its EAR’s are being prepared. The completed EAR’s will be delivered to SECO for review. The three EAR’s are due to SECO no later than July 1, 2013. The MOU document should not be construed as a loan agreement and does not authorize the expenditure of the funds for the LoanSTAR project. LoanSTAR project expenditures cannot be incurred before the effective date cited in the fully executed loan agreement.

BACKGROUND (Continued) A selection committee ranked the most advantageous firms for the three LoanSTAR Projects as follows: Baker Renewable Energy for the Dallas Convention Center; Pepco Energy Services for City Hall and various facilities; and Schneider Electric Building Americas, Inc. for the Public Safety Buildings. The selected firms will prepare an Energy Assessment Report for their respective LoanSTAR project. The submittals are due to SECO by July 1, 2013. Future agenda items are required for acceptance of the LoanStar loans and construction awards. This action will authorize a Memorandum of Understanding with the State Energy Conservation Office for energy projects at City Hall and other City facilities. ESTIMATED SCHEDULE OF PROJECT Audit Schedule will be as follows: Start of Detail Energy Audit Energy Assessment Report due to SECO End of Detail Energy Audit

June 2013 July 2013 October 2013

PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) This item has no prior action. FISCAL INFORMATION This action has no cost consideration to the City. MAP Attached.

Agenda Date 06/12/2013 - page 2

Legend

Departments Department

í Ú

Code Compliance Code/EHS

Communications Serv

l i n c Æ

Cultural Affairs EBS

Libraries

COUNCIL CHAMBER

June 12, 2013 WHEREAS, on December 6, 2012, an application was submitted to the State Energy Conservation Office (SECO) for a LoanSTAR (Saving Taxes and Resources) revolving loan for the City Hall and various City facilities project; and, WHEREAS, on January 31, 2013, a Notification of Loan Funding Availability was issued to the City of Dallas by SECO for the City Hall and various City facilities project; and, WHEREAS, the City of Dallas is required to provide a Memorandum of Understanding to SECO to reserve the LoanSTAR funds in the amount of $5,000,000 during the period the Energy Assessment Reports are being prepared for the City Hall and various City facilities project; and, WHEREAS, the City of Dallas advertised a Request for Qualifications for the City Hall and various City facilities project; and, WHEREAS, the City of Dallas issued a Request for Proposal to the short listed firms for a Comprehensive Energy and Photovoltaic Performance Contract; and, WHEREAS, on May 10, 2013, a selection committee selected Pepco Energy Services as the most advantageous of three short listed firms for the City Hall and various City facilities project; and, WHEREAS, Pepco Energy Services will provide professional engineering services to submit the Energy Assessment Report; and, WHEREAS, it is now necessary to authorize a Memorandum of Understanding with the State Energy Conservation Office for energy projects at City Hall and various City facilities project in the amount of $5,000,000. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the City Manager is hereby authorized to execute a Memorandum of Understanding with the State Energy Conservation Office to reserve the LoanSTAR funds for energy projects at City Hall and various City facilities in the amount of $5,000,000, after it has been approved as to form by the City Attorney's Office. Section 2. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas, and it is accordingly so resolved.

ADDENDUM ITEM # 5 KEY FOCUS AREA:

A Cleaner, Healthier City Environment

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Public Works Department

CMO:

Jill A. Jordan, P.E., 670-5299

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize a Memorandum of Understanding with the State Energy Conservation Office for energy projects at the City's Public Safety facilities in the amount of $5,000,000 Financing: This action has no cost consideration to the City BACKGROUND The Texas LoanSTAR (Saving Taxes and Resources) revolving loan program finances energy-related cost-reduction retrofits for state, public school district, public college, public university, and tax-district supported public hospital facilities (10 Tex. Gov. Code §2305.032). Low interest rate (2%) loans are provided to assist borrowers in financing their energy-related cost-reduction efforts. Applicants repay the loans through the stream of energy cost savings realized from the projects. On December 6, 2012, the City applied for three LoanSTAR loans. On January 31, 2013, the City was selected and provided with three Notices of Loan Fund Availability (NOLFA). The NOLFAs are each a Memorandum of Understanding (MOU) that the borrower’s City Manager must sign and date certifying that the borrower will retain a Professional Engineer to prepare an Energy Assessment Report (EAR). The EAR will be prepared in accordance with the guidelines and formats provided in the Texas LoanSTAR Program guidebook and with the State Energy Conservation Office (SECO) Performance Contracting guidelines. SECO's sole purpose of the MOU is to reserve the LoanSTAR funds for an applicant during the period its EAR’s are being prepared. The completed EAR’s will be delivered to SECO for review. The three EAR’s are due to SECO no later than July 1, 2013. The MOU document should not be construed as a loan agreement and does not authorize the expenditure of the funds for the LoanSTAR project. LoanSTAR project expenditures cannot be incurred before the effective date cited in the fully executed loan agreement.

BACKGROUND (Continued) A selection committee ranked the most advantageous firms for the three LoanSTAR Projects as follows: Baker Renewable Energy for the Dallas Convention Center; Pepco Energy Services for City Hall and various facilities; and Schneider Electric Building Americas, Inc. for the Public Safety Buildings. The selected firms will prepare an Energy Assessment Report for their respective LoanSTAR project. The submittals are due to SECO by July 1, 2013. Future agenda items are required for acceptance of the LoanStar loans and construction awards. This action will authorize a Memorandum of Understanding with the State Energy Conservation Office for energy projects at City Public Safety facilities. ESTIMATED SCHEDULE OF PROJECT Audit Schedule will be as follows: Start of Detail Energy Audit Energy Assessment Report due to SECO End of Detail Energy Audit

June 2013 July 2013 October 2013

PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) This item has no prior action. FISCAL INFORMATION This action has no cost consideration to the City. MAP Attached.

Agenda Date 06/12/2013 - page 2

City of Dallas Facilities Police_Facilities Fire Station

COUNCIL CHAMBER

June 12, 2013 WHEREAS, on December 6, 2012, an application was submitted to the State Energy Conservation Office (SECO) for a LoanSTAR (Saving Taxes and Resources) revolving loan for the City's Public Safety Facilities Project; and, WHEREAS, on January 31, 2013, a Notification of Loan Funding Availability was issued to the City of Dallas by SECO for the Public Safety Facilities Project; and, WHEREAS, the City of Dallas is required to provide a Memorandum of Understanding to SECO to reserve the LoanSTAR funds in the amount of $5,000,000 during the period the Energy Assessment Reports are being prepared for the City's Public Safety Facilities Project; and, WHEREAS, the City of Dallas advertised a Request for Qualifications for the City's Public Safety Facilities Project; and, WHEREAS, the City of Dallas issued a Request for Proposal to the short listed firms for a Comprehensive Energy and Photovoltaic Performance Contract; and, WHEREAS, on May 10, 2013, a selection committee selected Schneider Electric Building Americas, Inc. as the most advantageous of three short listed firms for the City's Public Safety Facilities Project; and, WHEREAS, Schneider Electric Building Americas, Inc. will provide professional engineering services to submit the Energy Assessment Report; and, WHEREAS, it is now necessary to authorize a Memorandum of Understanding with the State Energy Conservation Office for energy projects at the City's Public Safety Facilities Project in the amount of $5,000,000. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the City Manager is hereby authorized to execute a Memorandum of Understanding with the State Energy Conservation Office to reserve the LoanSTAR funds for energy projects at the City's Public Safety Facilities Project in the amount of $5,000,000, after it has been approved as to form by the City Attorney's Office. Section 2. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas, and it is accordingly so resolved.

KEY FOCUS AREA:

ADDENDUM ITEM # 6 Make Government More Efficient, Effective and Economical

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Sanitation Services

CMO:

Forest E. Turner, 670-3390

MAPSCO:

N/A ________________________________________________________________

SUBJECT An ordinance amending Chapter 18 of the Dallas City Code to revise discount rates for solid waste disposal at the landfill by commercial waste haulers who enter into long-term disposal service contracts with the City, with new disposal service rates based on a market analysis of regional landfill prices â&#x20AC;&#x201C; Financing: No cost consideration to the City BACKGROUND The FY 2007-08 budget approval of Ordinance No. 26960, on September 26, 2007, permitted a commercial hauler to enter into a multi-year contract for landfill disposal and obtain a disposal service discount rate based upon annual tonnage of disposal contractually guaranteed to the City. Sanitation Services conducted a market analysis in May 2013, and as result, recommends revisions to the disposal service contract discount rates for long term/volume discount contracts in order to remain competitive in the regional market. PRIOR ACTION/REVIEW (COUNCIL BOARDS, COMMISSIONS) On September 26, 2007, Council authorized an amendment to the Dallas City Code to provide for disposal service contract discount rates for disposal service contracts with solid waste collection services by Ordinance No. 26960. On June 10, 2013, this item was included as a briefing memo to the Transportation & Environment Committee. FISCAL INFORMATION No cost consideration to the City.

6/5/2013

ORDINANCE NO.

An ordinance amending Section 18-11 of CHAPTER 18, “MUNICIPAL SOLID WASTES,” of the Dallas City Code, as amended; revising discount rates for the disposal of solid waste at the landfill by solid waste collection services that enter into long-term disposal service contracts with the city; providing a penalty not to exceed $2,000; providing a saving clause; providing a severability clause; and providing an effective date. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS: SECTION 1. That Subsection (c) of Section 18-11, “Specifying Charges for Disposal of Solid Waste Materials,” of Article I, “Collection and Disposal,” of CHAPTER 18, “MUNICIPAL SOLID WASTES,” of the Dallas City Code, as amended, is amended to read as follows: "(c) The director of sanitation may enter into a disposal service contract with a solid waste collection service (as defined in Section 18-29 of this chapter) to provide for volume delivery of solid waste to the landfill on an annual basis for a discounted disposal service charge, subject to the following rules and conditions: (1) The disposal service contract must be in writing, on a form approved by the director of sanitation and the city attorney’s office. The term of the contract may not be longer than five years. The contract must be authorized by administrative action and must be signed by the city manager and approved as to form by the city attorney. (2) The disposal service contract must provide for a guaranteed annual tonnage of solid waste of not less than 10,000 tons to be disposed of at the landfill. The contractor shall not exceed the contracted guaranteed annual tonnage by more than 25 [five] percent; this will be the contractor’s maximum annual tonnage limit. Notwithstanding Subsection (b)(3) of this section, if the landfill weighing system is inoperable during a delivery of solid waste under the contract, the tonnage will be estimated by the city on the basis of the full capacity of the vehicle delivering the solid waste. [Tonnage weighed or estimated in fractions will be rounded off to the nearest whole ton.] 1

(3) The director of sanitation is not required to enter into a disposal service contract under this subsection if the director determines that: (A)

the useful life of the landfill would be adversely affected; or

(B) it is not practical to enter into a proposed disposal service contract for engineering, operational, or financial reasons. (4) Payment of the disposal service charge under a disposal service contract will be calculated in accordance with the terms of the contract and this subsection. The initial disposal service charge for each solid waste disposal contract entered into pursuant to this subsection will be the disposal service charge in effect under Subsection (b)(2) on the date the contract is executed. On October 1 of each calendar year, the disposal service charge will be increased by the percent change, if any, between the June consumer price index for the current calendar year and the June consumer price index for the prior calendar year, except that the annual increase in the disposal service charge may not exceed six percent during any calendar year. The percent change will be determined by the director using The Consumer Price Index for All Urban Consumers (CPI-U) for the South Region for All Items, 1982-84=100, published by the United States Department of Labor, Bureau of Labor Statistics. The contractor must pay the disposal service charge on a monthly basis. At the end of each contract year, the director of sanitation shall perform a reconciliation to determine the actual tonnage of solid waste disposed of at the landfill under the contract in that contract year and to make any adjustments to the amounts finally owed by the contractor. (5) In consideration of the agreement of a solid waste collection service to guarantee the disposal of an annual tonnage of solid waste at the landfill pursuant to a disposal service contract, the director of sanitation may provide a discount from the disposal service charge required under Subsection (c)(4) of this section in accordance with the following table:

Disposal Service Contract Discount Rate SOLID WASTE DISPOSED OF AT THE LAN DFILL DURIN G A CON TRACT YEAR (in tons) From

10,000 50,000 75,000 100,000 125,000 150,000 200,000

49,999 74,999 99,999 124,999 149,999 199,999 N o m axim um

DISCOUN T RECEIVED BASED ON THE CON TRACT TERM (in percentages)

1 or 2 Year Contract Term 0.00% 2.25% 3.00% 3.75% 3.94% 4.06% 4.25%

3 or 4 Year Contract Term 1.50% 4.50% 6.00% 7.50% 7.88% 8.13% 8.50%

5 Year Contract Term 3.00% 9.00% 12.00% 15.00% 15.75% 16.25% 17.00%

Disposal Service Contract Discount Rate IN CREMEN TS OF SOLID WASTE DISPOSED OF AT THE LAN DFILL DURIN G A CON TRACT YEAR (in tons) From

0 10,001 50,001 100,001 150,001 200,001

10,000 50,000 100,000 150,000 200,000 N o m axim um

DISCOUN T RECEIVED FOR EACH IN CREMEN T BASED ON THE CON TRACT TERM (in percentages)

1 or 2 Year Contract Term 0% 0% 1.2% 2.3% 3.1% 4.0%

3 or 4 Year Contract Term 0% 1.5% 3.0% 4.5% 6.0% 8.0%

5 Year Contract Term 0% 3.0% 6.5% 9.0% 12.0% 26.0%

(6) If the contractor fails to dispose of the annual tonnage of solid waste at the landfill as guaranteed under the contract, the contractor must still pay the discounted disposal service charge for the entire annual tonnage guaranteed. (7) If the director of sanitation determines that the contractor has disposed of an amount of solid waste at the landfill that exceeds the annual tonnage guaranteed under the contract but does not exceed the maximum annual tonnage limit under Paragraph (2) of this subsection, the director shall charge a disposal service charge for that excess tonnage of solid waste using the same percentage of discount applied to the guaranteed annual tonnage under the contract. (8) If the director of sanitation determines that the contractor has disposed of solid waste under the contract in a tonnage that exceeds the maximum annual tonnage limit under Paragraph (2) of this subsection, the director: (A) may prohibit further disposal of solid waste by the contractor at the landfill during the contract year in which the maximum annual tonnage limit is exceeded; and (B) shall charge the full disposal service charge required by Subsection (c)(4), without any discount, for any solid waste disposed of at the landfill in excess of the contractorâ&#x20AC;&#x2122;s maximum annual tonnage limit. (9) Whenever the contractor delivers a load of solid waste to the landfill that is less than one ton, the contractor will be charged the discounted disposal service charge for one ton of solid waste." SECTION 2. That the amendments to Chapter 18 of the Dallas City Code contained in this ordinance do not apply to or impact any disposal service contract in effect on the passage date of this ordinance until that contract is renewed with the city. A solid waste collection service shall continue to comply with the terms of its contract in effect prior to the passage of this ordinance until that contract expires or is otherwise terminated. 3

SECTION 3. That a person violating a provision of this ordinance, upon conviction, is punishable by a fine not to exceed $2,000. SECTION 4. That CHAPTER 18 of the Dallas City Code, as amended, will remain in full force and effect, save and except as amended by this ordinance. Any proceeding, civil or criminal, based upon events that occurred prior to the effective date of this ordinance are saved, and the former law is continued in effect for that purpose. SECTION 5. That the terms and provisions of this ordinance are severable and are governed by Section 1-4 of CHAPTER 1 of the Dallas City Code, as amended. SECTION 6. That this ordinance will take effect on June 17, 2013, and it is accordingly so ordained.

APPROVED AS TO FORM: THOMAS P. PERKINS, JR., City Attorney

By Assistant City Attorney

Passed LC/DCC/00541A

ADDENDUM ITEM # 7 KEY FOCUS AREA:

Economic Vibrancy

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

DEPARTMENT:

Sustainable Development and Construction

CMO:

Ryan S. Evans, 670-3314

MAPSCO:

45Q ________________________________________________________________

SUBJECT An ordinance providing for the re-opening of a portion of Pearl Expressway containing approximately 15,298 square feet of land, located near its intersection with Taylor Street - Financing: No cost consideration to the City BACKGROUND This item authorizes the re-opening of a portion of Pearl Expressway for vehicular and pedestrian purposes to facilitate the development of the Farmerâ&#x20AC;&#x2122;s Market. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On June 11, 1997, by Ordinance No. 23182, the City Council closed and vacated a portion of Pearl Expressway. FISCAL INFORMATION No cost consideration to the City MAPS Attached

[Mapsco 45Q]

15/144 26/132

subject oreo

ORDINANCE NO. __________

An ordinance providing for the re-opening of a portion of Pearl Expressway located in City Blocks 26/132 and 15/144 in the City of Dallas and County of Dallas, Texas; providing for the terms, provisions and effective date of the re-opening made herein; and providing an effective date for this ordinance. ooo0ooo WHEREAS, on June 11, 1997, the City Council of the City of Dallas passed Ordinance No. 23182 for the closure and vacation of a portion of Pearl Expressway; and WHEREAS, said portion of Pearl Expressway is needed for vehicular and pedestrian purposes to facilitate the development of the Farmerâ&#x20AC;&#x2122;s Market; and WHEREAS, the City Council of the City of Dallas, acting pursuant to law, is of the opinion that the best interest and welfare of the public will be served by re-opening a portion of Pearl Expressway in City Blocks 26/132 and 15/144 to all vehicular and pedestrian traffic; Now, Therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS:

SECTION 1. That the tract of land described in Exhibit A, which is attached hereto and made a part hereof, be and the same is hereby re-opened insofar as the right, title and easement of the public to use said tract for pedestrian and vehicular purposes are concerned. SECTION 2. That the City Secretary is hereby authorized and directed to certify a copy of this ordinance for recordation in the Deed Records of Dallas County, Texas which certified copy shall be delivered to the Director of Department of Sustainable Development and Construction, or designee.

AS/39365

SECTION 3.

That this ordinance shall take effect immediately from and after its

passage and publication in accordance with the provisions of the Charter of the City of Dallas, and it is accordingly so ordained.

APPROVED AS TO FORM: THOMAS P. PERKINS, JR. City Attorney

THERESA O'DONNELL Director of Department of Sustainable Development and Construction

Passed ___________________

AS/39365

EXHIBIT

FIELD MOTES DESCRIBING A PORTION 0! PEARL EXP. BETWEEH TAYLOR ST. ARD MARILLA ST. EXTBRSIOI ALL THAT certain lot, tract or parcel of land lying and being situated in the City and County of Dallas, Texas, more particularly described as followss BEIRG a 0.3512 acre tract of land situated in the John Grigsby Survey, Abstract No. 495 and being part of the Railroad Addition, an addition to the City of Dallas, Texas according to the map or plat thereof recorded in Volume 4, Page 350 of the Map Records of Dallas County, Texas and being part of Pearl Expressway lying between Taylor Street and Marilla Street Extension adjacent to Blocks 26/132 and 15/144, official City of Dallas numbers and being more particularly described as follows; BEGIHHIHG at the intersection of the southwest line of Pearl Expressway (80.0 foot right of way) with the northwest line of Taylor Street (80.0 foot right of way) at a set cross cut in concreteJ THEHCE North 36°50.28" West along said southwest line of Pearl Expressway, a distance of 206.36 feet to the south line of Marilla Street Extension (100.0 foot right of way) at a set cross cut in concrete; THEHCE North 73°53.11" East along said south line of Marilla Street Extension, a distance of 85.54 feet to the northeast line of Pearl Expressway at a set cross cut in concrete; THENCE South 36°50.28" East along said northeast line of Pearl Expressway, a distance of 176.09 feet to the northwest line of Taylor Street at a set cross cut in concrete; THEHCE South 53°09 • 32" West along said northwest line of Taylor Street, a distance of 80.00 feet to the POIRT OF BEGIRRIBG and containing approximately 15,298 square feet of land. "BEARINGS BASED ON TEXAS STATE PLANE COORDINATE SYSTEM"

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ADDENDUM ITEM # 8 KEY FOCUS AREA:

Economic Vibrancy

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

DEPARTMENT:

Trinity Watershed Management

CMO:

Jill A. Jordan, P.E., 670-5299

MAPSCO:

44 U ________________________________________________________________

SUBJECT A resolution authorizing the conveyance of a right-of-way easement containing approximately 59,238 square feet of land located on the south side of IH-30 at its intersection with Hardwick Street to the Texas Department of Transportation for the Horseshoe Project – Revenue: $19,288 BACKGROUND This item will authorize the conveyance of a right-of-way easement containing approximately 59,238 square feet of land located on the south side of IH-30 at its intersection with Hardwick Street to the Texas Department of Transportation. The consideration of $19,288 is based on an independent appraisal. This property will be used for TxDOT’s planned Horseshoe Project freeway improvements, which entail improving the IH-30/IH-35E interchange, also known as the mixmaster, and the replacement of the IH-30 and IH-35E bridges over the Trinity River. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) This item has no prior action. FISCAL INFORMATION Revenue: $19,288 MAPS Attached

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TxDot Parcel 10

COUNCIL CHAMBER

June 12, 2013 WHEREAS, the City of Dallas is the owner of certain real property acquired by and described in instrument recorded at Volume 1865, Page 505 and instrument recorded at Volume 1867, Page 224, both of the Deed Records of Dallas County, Texas, (the "Property'') which is adjacent to public right-of-way planned to be developed by the Texas Department of Transportation, a State of Texas Agency, ("TxDOT") as Interstate Highway 30 (the "Horseshoe Project"); and WHEREAS, TxDOT has requested from the City of Dallas a Right-of-Way Easement containing a total of approximately 59,238 square feet, located in City Block 6815, Dallas, Dallas County, Texas to be used in conjunction with the Horseshoe Project; and WHEREAS, the City of Dallas desires to accommodate TxDOT's request and facilitate the Horseshoe Project; Now,Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: SECTION 1. That upon receipt of NINETEEN THOUSAND TWO HUNDRED EIGHTY-EIGHT AND N0/100 ($19,288.00) DOLLARS from the State of Texas, the City Manager or designee is authorized to execute and deliver a Right-of-Way Easement, to be attested by the City Secretary upon approval as to form by the City Attorney. SECTION 2. That the proceeds shall be deposited into the General Capital Reserve Fund 0625, Department BMS, Unit 7263, Revenue Source 8118. SECTION 3. That the procedures required by the Dallas City Code concerning the sale of interests in real property that are not required by state law are waived with respect to this transaction. SECTION 4. That this resolution shall take effect immediately from and after its passage, in accordance with the Charter of the City of Dallas and it is accordingly so resolved. APPROVED AS TO FORM: THOMAS P. PERKINS, JR., City Attorney

svlbtaflrzt

Assistant City Attorney

KEY FOCUS AREA:

ADDENDUM ITEM # 9 Make Government More Efficient, Effective and Economical

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

City Secretary

CMO:

Rosa A. Rios, 670-3738

MAPSCO:

N/A ________________________________________________________________

SUBJECT A resolution designating absences by Mayor Michael S. Rawlings, Deputy Mayor Pro Tem Tennell Atkins and Councilmember Dwaine R. Caraway as being for "official city business" - Financing: No cost consideration to the City BACKGROUND Chapter III, Section 4(e) of the Dallas City Charter provides in part, "If any city council member, including the mayor, misses more than 10 percent of the total number of regular meetings held by the city council during any compensation year, then the city council member's compensation...for that year will be reduced proportionately by the percentage of meetings missed.... Meetings missed by a city council member while he or she is on the official business of the city council and at the direction of the city council will not be counted towards the percentage of missed meetings for which compensation reduction is required... but will be counted as though the member had attended the meetings that are missed while so engaged in city business." Section 4.11(b) of the City Council Rules of Procedure provides that an absence by a council member for (1) attending a meeting or conference of a professional organization of or association of municipalities or municipal officers, (2) testifying at a legislative hearing at the request of the mayor, the city council, the chair of the council's legislative affairs committee or the city manager, or (3) attending a meeting of a board, commission, or committee to which the council member has been appointed by the mayor or the city council, will automatically be deemed to be for "official city business at the direction of the city council" and will not be counted against a city council member for purposes of determining the council member's annual compensation.

Agenda Date 06/12/2013 - page 2

BACKGROUND (Continued) Section 4.11(c) of the City Council Rules of Procedure provides that, in addition to those absences automatically considered to be on "official city business at the direction of the city council" under Section 4.11(b) above, the city council may by resolution designate whenever a council member's absence is for official city business and not counted as a missed meeting for purposes of determining the council member's annual compensation under Chapter III, Section 4 of the Dallas City Charter. The proposed resolution also contains a new section that would authorize and direct the city secretary to amend the minutes of city council meetings, without further city council action or approval, to reflect when the absences by designated council members have been deemed by the city council to be for "official city business." PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) This item has no prior action. FISCAL INFORMATION No cost consideration to the City.

Agenda Date 06/12/2013 - page 3

COUNCIL CHAMBER

June 12, 2013 WHEREAS, Chapter III, Section 4(e) of the Dallas City Charter provides in part, "If any city council member, including the mayor, misses more than 10 percent of the total number of regular meetings held by the city council during any compensation year, then the city council member’s compensation... for that year will be reduced proportionately by the percentage of meetings missed.... Meetings missed by a city council member while he or she is on the official business of the city council and at the direction of the city council will not be counted towards the percentage of missed meetings for which compensation reduction is required... but will be counted as though the member had attended the meetings that are missed while so engaged in city business"; and WHEREAS, Section 4.11(b) of the City Council Rules of Procedure provides that an absence by a council member for (1) attending a meeting or conference of a professional organization of or association of municipalities or municipal officers, (2) testifying at a legislative hearing at the request of the mayor, the city council, the chair of the council's legislative affairs committee or the city manager, or (3) attending a meeting of a board, commission, or committee to which the council member has been appointed by the mayor or the city council, will automatically be deemed to be for "official city business at the direction of the city council" and will not be counted against a city council member for purposes of determining the council member’s annual compensation; and WHEREAS, Section 4.11(c) of the City Council Rules of Procedure provides that, in addition to those absences automatically considered to be on "official city business at the direction of the city council" under Section 4.11(b) above, the city council may by resolution designate whenever a council member’s absence is for official city business and not counted as a missed meeting for purposes of determining the council member’s annual compensation under Chapter III, Section 4 of the Dallas City Charter; and WHEREAS, Mayor Michael S. Rawlings, Deputy Mayor Pro Tem Tennell Atkins and Councilmember Dwaine R. Caraway participated in events and/or meetings, as described in Exhibit A attached, which required them to miss all or part of one or more city council meetings or committee meetings on the date(s) noted in Exhibit A; Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS:

COUNCIL CHAMBER

June 12, 2013 SECTION 1. That, in accordance with Chapter III, Section 4(e) of the Dallas City Charter and Section 4.11(c) of the City Council Rules of Procedure, the events and/or meetings described in Exhibit A, attached, are hereby deemed to be for "official city business," and any absences from city council meetings and/or city council committee meetings, on the dates noted in Exhibit A, by Mayor Michael S. Rawlings, Deputy Mayor Pro Tem Tennell Atkins and Councilmember Dwaine R. Caraway because of their participation in any of these events and/or meetings will not be counted against them in determining their annual compensation under Chapter III, Section 4 of the Dallas City Charter. SECTION 2. That, in accordance with Section 4.11(a) of the City Council Rules of Procedure, the City Secretary shall maintain a record of these absences on official city business so that such absences will not count against Mayor Michael S. Rawlings, Deputy Mayor Pro Tem Tennell Atkins and Councilmember Dwaine R. Caraway in determining their annual compensation under Chapter III, Section 4 of the Dallas City Charter. SECTION 3. That the City Secretary is authorized and directed to amend the minutes of each city council meeting held on the dates specified in Exhibit A to reflect that the absences by Mayor Michael S. Rawlings, Deputy Mayor Pro Tem Tennell Atkins and Councilmember Dwaine R. Caraway, as described in Exhibit A, were for "official city business," and no further city council action or approval of those minutes is required. SECTION 4. That this resolution shall take effect immediately from and after its passage in accordance with the Charter of the City of Dallas, and it is accordingly so resolved.

EXHIBIT A CITY COUNCIL MEMBER(S) REQUEST ABSENT AS OFFICIAL CITY BUSINESS COUNCILMEMBER Dwaine R. Caraway

TRIP/EVENT Press Conference “Special Announcement” to update citizens on community accomplishments

LOCATION DATE Dallas, TX 8/6/2012

PURPOSE MEETING(S) MISSED STATUS Representing the City of Housing Committee Complete Dallas Meeting

Dwaine R. Caraway

Conference regarding Lancaster Corridor Office Meeting with a constituent in relation to a domestic violence case Meeting assisting District 4 constituents that had business burglarized Attended a trade mission and its economic development foreign trade relations Attended a 12 day trade mission to promote business opportunities in North Texas Attended a 12 day trade mission to promote business opportunities in North Texas

Dallas, TX

10/22/2012

Complete

Dallas, TX

2/25/2013

Representing the City of Quality of Life Dallas Committee Meeting Representing District 4 Quality of Life Committee Meeting

Dallas, TX

5/20/2013

Representing District 4

Housing Committee Meeting

Complete

Representing the City of City Council Voting Dallas Agenda Meeting

Complete

Representing the City of City Council Briefing Dallas Meeting

Complete

Dwaine R. Caraway

Tennell Atkins

Michael S. Rawlings

Taiwan 5/22/2013 (Republic of China) South America 6/5/2013

South America 6/12/2013 (if Representing the City of City Council Voting applicable) Dallas Agenda Meeting

OFFICE OF THE CITY SECRETARY DALLAS, TEXAS C:\Documents and Settings\adelia.gonzalez\my documents\Attendance\Exhibit A (6-12-13).doc

Complete

ADDENDUM ITEM # 10 KEY FOCUS AREA:

Economic Vibrancy

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Office of Economic Development

CMO:

Ryan S. Evans, 670-3314

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize the sixth amendment to the Loan Documents between the City of Dallas and the Oak Cliff Foundation (OCF), a Texas non-profit corporation, to amend the Section 108 Term Loan Documents in the original amount of $400,000 pursuant to Administrative Action No. 10-2683 to: (1) defer all payments, interest and principal for thirty six months from May 1, 2013 through April 1, 2016; (2) reduce interest rate from 4% to 0% effective May 1, 2013; and (3) begin $1,500 monthly payments of principal beginning May 1, 2016 and forgiveness of 25% of the principal balance of the loan annually beginning May 1, 2017 (so long as OCF meets certain benchmark and criteria as established in the Loan Documents) until the principal balance of the loan is paid in full â&#x20AC;&#x201C; Financing: This action has no cost consideration to the City BACKGROUND Resolution No. 96-0694 authorized the issuance of interim City of Dallas Texas Promissory Notes in an aggregate amount of $25,000,000 to fund projects under the Neighborhood Renaissance Program (NRP). Pursuant to a Loan Documents with the City of Dallas dated July 31, 2001, the Oak Cliff Foundation (OCF), a Texas non-profit corporation, received a $400,000 Term Loan at 4% interest to fund the purchase of the Texas Theatre, located at 231 West Jefferson Boulevard, Dallas, Texas along with 0.4563 additional acres, under the NRP program. In addition, the OCF received a forgivable HUD Section 108 Loan in the amount of $1,200,000, for the renovation of the theatre.

BACKGROUND (Continued) The Housing and Urban Development (HUD) Section 108 Loan for $1,200,000 was a forgivable loan conditioned on meeting HUD compliance to (a) restore and maintain the historical integrity and significance of the theater as an important icon in the Dallas community. By renovating and maintaining the Texas Theatre throughout the term of the loan eliminates blighted conditions; (b) develop a comprehensive plan to provide quality performing arts experiences that attract residents of the immediate neighborhood, the Dallas community and tourists; (c) create balanced programming that presents all national and international artists to maintain the same level of high quality programming as the Majestic Theater and Music Hall at Fair Park; and (d) seek private and public funding to establish on-going operational funding and maintain the theater under the original terms of the Loan Documents. HUD compliance requires operation through October 2015. The $400,000 Term Loan provided for 120 payments of interest only at $1,628 monthly with the first 61 months of payments deferred and added to the principal. The next 59 payments were to be interest only of $1,628 to be paid monthly beginning March of 2007. Principal and interest payments of $3,061.63 were due to begin August of 2011. OCF planned to make loan payments from a 5 year lease contract with Dallas Summer Musicals (DSM) to operate the theater after renovations were complete. The project was issued an Administrative Certificate of Occupancy in August 2005. OCF could not meet all the terms of the DSM contract, particularly the finish out of the restoration of the facility. The OCF/DSM contract was nullified. OCF struggled to make payments. By Administrative Action No. 10-2683, dated October 15, 2010, management and operation of the Texas Theatre changed from Dallas Summer Musicals to Aviation Cinema, Inc. This Action included the fifth amendment to the Loan Documents, modifying payments to bring the loan current and payments manageable. Aviation completed the full restoration of the Theater and was issued a final Certificate of Occupancy in 2010. Aviation entered into a 5 year lease on September 1, 2010, with OCF that would provide them sufficient income to meet their loan payments to third party lenders. OCF would receive lease payments of $4,000 monthly for 6 months beginning March 1, 2011, increasing to $7,000 per month for 48 months beginning September 1, 2011. OCF used these lease payments from Aviation to meet its debt service to the City with regards to the $400 K loan. All loan payments are current. Payments made to date total $143,310.42. Aviation has struggled to meet their revenue projections and has operated in the red for the past two (2) years. Cash flow is insufficient to meet debt service to a third party lender and to make lease payments to OCF. As a result, continued lease payments to OCF are in jeopardy. Aviationâ&#x20AC;&#x2122;s Lease payments are the only source of repayment for the OCF loan to the City. The subject relief and payment modification to OCF will be passed on to Aviation.

Agenda Date 06/12/2013 - page 2

BACKGROUND (Continued) The following is consideration for the proposed restructure: 

Current lease term will be extended to 2020 and OCF will continue to provide community theater performances through 2020.



Texas Theatre will continue to play a key role in the revitalization of Jefferson Boulevard.



The Texas Theatre project will meet HUD Public Benefit requirements.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On May 24, 2000, City Council authorized an amendment to the NRP Program Section 108 Contract for Loan Guarantee Assistance (B-94-MC-48-0009) to change the final date for the draw down of funds for expenditure from December 31, 2000 to June 30, 2001 to facilitate the completion of NRP projects by Resolution No. 00-1702. On June 28, 2000, City Council authorized a contract with the Oak Cliff Foundation in an amount not to exceed $1,700,000 for renovation of the Texas Theatre, by Resolution No. 00-2148. On June 27, 2001, City Council authorized an amendment to the Neighborhood Renaissance Partnership Program Section 108 contract for Loan Guarantee Assistance to change the final date for the draw down of funds for expenditure from June 30, 2001 to December 31, 2001 and provide for other matters relating thereto by Resolution No. 01-2092. On November 14, 2001, City Council authorized an amendment to the Neighborhood Renaissance Partnership Program Section 108 contract for Loan Guarantee assistance to change the final date from the draw down of funds for expenditure from December 31, 2001 to December 31, 2002 and provide for other matters relating thereto by Resolution No. 01-3399. On December 11, 2002, City Council authorized an amendment to the Neighborhood Renaissance Partnership (NRP) Program Section 108 contract for loan Guarantee Assistance (B-94-MC-48-0009) to extend the deadline for the draw down of funds for expenditure of all Section 108 Loan Guarantee funds from December 31, 2002 to October 31, 2003 and provide for other matters relating thereto by Resolution No. 02-3534. On May 12, 2004, City Council authorized a modification to loan documents between the Oak Cliff Foundation and the City of Dallas regarding the Texas Theatre Project to extend the completion date to June 30, 2005 and provide for other matters relating thereto by Resolution No. 04-1559.

Agenda Date 06/12/2013 - page 3

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) (Continued) On October 15, 2010, the City Manager authorized the fifth amendment to the Loan Documents between the City of Dallas and the Oak Cliff Foundation to amend the Section 108 Term Loan Documents pursuant to Administrative Action No. 10-2683 to defer interest payments of $1,628 per month for 6 months beginning on September 1, 2010 to March 1, 2011, and adding the deferred interest payments total of $9,768 ($1,628 X 6) to the principal balance, making the outstanding principal loan balance $507,448. Interest only payments will resume March 1, 2011 at $1,628 per month and continue through February 1, 2012. Principal and interest payments of $3,016.63 will begin March 1, 2012 and continue through the earlier of February 28, 2031 or any earlier date on which the entire Loan is required to be paid by acceleration or otherwise, under the Loan Documents or any other Loan Documents. This Administrative Action also changed the management and operation of the Texas Theatre from Dallas Summer Musicals to Aviation Cinema, Inc., under a Lease effective September 1, 2010. FISCAL INFORMATION This action has no cost consideration to the City OWNER Oak Cliff Foundation, a Texas non-profit corporation Decker Sachse, Chairman of the Board

Agenda Date 06/12/2013 - page 4

COUNCIL CHAMBER

June 12, 2013 WHEREAS, with respect to the Neighborhood Renaissance Partnership (NRP) Program Section 108 Contract for Loan Guarantee Assistance (B-94-MC-48-0009), it is necessary to obtain additional authorization from the City Council to extend the expenditure deadline for the disbursement of NRP Section 108 funds; and WHEREAS, on November 5, 2001, the Housing and Neighborhood Development Committee was briefed on this request to amend the Neighborhood Renaissance Partnership Program Section 108 contract to change the final date for the draw down of funds for expenditure from December 31, 2001 to December 31, 2002; and WHEREAS, on November 14, 2001, City Council authorized amendments to the Neighborhood Renaissance Partnership (NRP) Program Section 108 contract for loan Guarantee Assistance (B-94-MC-48-0009) to extend the deadline for the draw down of funds for expenditure of all Section 108 Loan Guarantee funds from December 31, 2001 to December 31, 2002 and provide for other matters relating thereto; and WHEREAS, on December 11, 2002, City Council authorized amendments to the Neighborhood Renaissance Partnership (NRP) Program Section 108 contract for loan Guarantee Assistance (B-94-MC-48-0009) to extend the deadline for the draw down of funds for expenditure of all Section 108 Loan Guarantee funds from December 31, 2002 to October 31, 2003 and provide for other matters relating thereto; and WHEREAS, the Oak Cliff Foundation (OCF), a Texas non-profit corporation, after a long fund raising campaign, was able to garner the necessary funds for the total renovation cost; and WHEREAS, the Oak Cliff Foundation has successfully completed the renovation of the Texas Theatre, has met the HUD National Objective and is currently providing the public benefit required under the HUD Loan Agreement; and WHEREAS, the Texas Theatre is a Historic Landmark that has been renovated to provide benefit to the Oak Cliff community and revitalization to the Jefferson Corridor. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS:

COUNCIL CHAMBER

June 12, 2013 Section 1. That the City Manager is authorized to amend the Section 108 Term Loan Documents pursuant to Administrative Action No. 10-2683 to authorize the sixth amendment to the Loan Documents between the City of Dallas and the Oak Cliff Foundation (OCF), to amend the Section 108 Term Loan Documents in the original amount of $400,000 to: (1) defer all payments, interest and principal for thirty six months from May 1, 2013 through April 1, 2016; (2) reduce interest rate from 4% to 0% effective May 1, 2013; and (3) begin $1,500 monthly payments of principal beginning May 1, 2016 and forgiveness of 25% of the principal balance of the loan annually beginning May 1, 2017 (so long as OCF meets certain benchmark and criteria as established in the Loan Documents) until the principal balance of the loan is paid in full and provide for other matters relating thereto. Section 2. That terms of the amendment to the loan documents include: a.

Oak Cliff Foundation and Aviation Cinema, Inc., (Aviation) will extend the current lease to terminate no sooner than September 1, 2020.

OCF will continue operation of the Texas Theatre through the expiration of the extended lease with Aviation.

That OCF will utilize lease payments from Aviation to meet debt service obligations to the City of Dallas through May 1, 2020.

Section 3. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas, and it is accordingly so resolved.

AGENDA ITEM # 38 KEY FOCUS AREA:

Economic Vibrancy

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

DEPARTMENT:

Public Works Department Convention and Event Services

CMO:

Jill A. Jordan, P.E., 670-5299 Ryan S. Evans, 670-3314

MAPSCO:

45P ________________________________________________________________

SUBJECT Authorize an increase in the construction contract with Lee Lewis Construction, Inc. for structural, mechanical, electrical, plumbing and waterproofing changes for the roof replacement of Exhibit Halls A, B, the lower part of Roof C, and the Administration Building at the Dallas Convention Center - Not to exceed $247,263, from $6,867,650 to $7,114,913 - Financing: 2009 Convention Center Revenue Bonds BACKGROUND A construction contract with Lee Lewis Construction, Inc. for the roof replacement of Exhibit Halls A, B, the lower part of Roof C, and the Administration Building at the Dallas Convention Center was authorized by Resolution No. 12-2267 on September 12, 2012. This action will authorize Change Order No. 1 to the construction contract of the roof replacement project. The changes to the contractor's scope of work include: clerestory roof window pane replacement and counter flashing; relocation and repair of fire sprinkler line and roof drains; new roof overlay membrane system with additional support; realignment of existing expansion joint; discovery of electrical conduit under existing roof system; new screened roof and waterproofing membrane in mechanical wells and new sealant at roof level metal wall panels. These improvements are part of the $60,000,000 Dallas Convention Center Improvement Project. This project is one of multiple projects identified in the facility assessment within the Dallas Convention Center Facility Improvement Program. Construction projects which have been authorized to date are the Upper Level D Meeting Rooms, Chilled Water Loop, Lobby A and A/B Prefunction Areas, Fire Alarm and Emergency Lighting Replacement, and Exterior Waterproofing and Storm Water Drain Repairs.

ESTIMATED SCHEDULE OF PROJECT Began Design Completed Design Began Construction Complete Construction

June 2011 January 2012 September 2012 September 2013

PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) Authorized a professional services contract with HKS, Inc. for architectural and engineering design services to include the finishout of the Upper Level D Meeting Rooms and assessment for operational improvements and renovation of existing spaces for the DCC on January 27, 2010, by Resolution No. 10-0328. Authorized Supplemental Agreement No. 1 to increase the professional services contract with HKS, Inc. for architectural and engineering design services to include renovations to the chilled water loop and mechanical equipment in Central Plant No. 3 for the Dallas Convention Center Improvement Program on August 25, 2010, by Resolution No. 10-2142. Authorized Supplemental Agreement No. 2 to increase the professional services contract with HKS, Inc. for architectural and engineering design services to include waterproofing building envelope, fire alarm and emergency lighting system replacement, and Area C concept design for the Dallas Convention Center Improvement Program on June 22, 2011, by Resolution No. 11-1709. Authorized Supplemental Agreement No. 3 to increase the professional services contract with HKS, Inc. for architectural and engineering design services to include interior improvements for Lobby A and A/B Prefunction Areas for the Dallas Convention Center Improvement Program on December 14, 2011, by Resolution No. 11-3257. Authorized Supplemental Agreement No. 4 to increase the professional services contract with HKS, Inc. for architectural, engineering, interior design and construction administration services for projects in the Dallas Convention Center Improvement Program and regular roof inspection at the Dallas Convention Center on February 22, 2012, by Resolution No. 12-0564. Authorized Supplemental Agreement No. 5 to the professional services contract with HKS, Inc. for architectural, engineering, and construction administration services fir Digital Signage System, additional electrical power supply for Upper Level D/C Areas, a photovoltaic feasibility study, and Lamar Streetscape Conceptual Design for the Dallas Convention Center Improvement Program on April 25, 2012, by Resolution No. 12-1195.

Agenda Date 06/12/2013 - page 2

PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) (Continued) Authorized a construction services contract with Lee Lewis Construction, Inc. for the construction of roof replacement of Exhibit Halls A, B, the lower part of Roof C, and the Administration Building at the Dallas Convention Center on September 12, 2012, by Resolution No. 12-2267. Authorized Supplemental Agreement No. 7 to the professional services contract with HKS, Inc. for architectural and engineering services for a lightning protection study, roof replacement, Area C furniture and restroom improvements for the Dallas Convention Center Improvement Program on January 23, 2013, by Resolution No. 13-0181. FISCAL INFORMATION 2009 Convention Center Revenue Bonds - $247,263 Design Construction Change Order No. 1 (this action)

$1,437,740 $6,867,650 $ 247,263

Total Project Cost

$8,552,653

M/WBE INFORMATION See attached. ETHNIC COMPOSITION Lee Lewis Construction, Inc. Hispanic Female African-American Female White Female Other Female

1 1 24 0

Hispanic Male African-American Male White Male Other Male

48 1 121 1

OWNER(S) Lee Lewis Construction, Inc. Lee Lewis, Chief Executive Officer Tom E. Ferguson, AIA, President Judy Ward, Secretary Kelly Messersmith, Treasurer MAP Attached. Agenda Date 06/12/2013 - page 3

GOOD FAITH EFFORT PLAN SUMMARY PROJECT: Authorize an increase in the construction contract with Lee Lewis Construction, Inc. for structural, mechanical, electrical, plumbing and waterproofing changes for the roof replacement of Exhibit Halls A, B, the lower part of Roof C, and the Administration Building at the Dallas Convention Center - Not to exceed $247,263, from $6,867,650 to $7,114,913 - Financing: 2009 Convention Center Revenue Bonds Lee Lewis Construction, Inc. is a non-local, non-minority firm, has signed the "Good Faith Effort" documentation, and proposes to use the following sub-contractors. PROJECT CATEGORY: Construction _______________________________________________________________ LOCAL/NON-LOCAL CONTRACT SUMMARY Amount

Percent

Total local contracts Total non-local contracts

$207,769.00 $39,494.00

84.03% 15.97%

------------------------

TOTAL THIS ACTION

$247,263.00

100.00%

LOCAL/NON-LOCAL M/WBE PARTICIPATION THIS ACTION Local Contractors / Sub-Contractors Local

Certification

Amount

JR Roofing Supply

PMDB54401Y0813

Total Minority - Local

Percent

$22,000.00

8.89%

------------------------

$22,000.00

8.89%

Non-Local Contractors / Sub-Contractors Non-local

Certification

Amount

WnR, Inc.

WFDB57428Y0514

Total Minority - Non-local

Percent

$50,000.00

20.22%

------------------------

$50,000.00

20.22%

TOTAL M/WBE PARTICIPATION Local

Percent

Local & Non-Local

Percent

African American Hispanic American Asian American Native American WBE

$0.00 $0.00 $22,000.00 $0.00 $50,000.00

0.00% 0.00% 8.90% 0.00% 20.22%

$0.00 $2,875,573.63 $0.00 $0.00 $50,000.00

0.00% 40.42% 0.00% 0.00% 0.70%

----------------------

-----------------------

Total

$72,000.00

29.12%

$2,925,573.63

41.12%

Mapsco 45P

0.11 Mi

Scale 1 : 6 928

0.22 Mi

COUNCIL CHAMBER

June 12, 2013 WHEREAS, on January 27, 2010, Resolution No. 10-0328 authorized a professional services contract with HKS, Inc. for architectural and engineering design for the Dallas Convention Center Improvement Program in the amount of $2,616,466; and, WHEREAS, on August 25, 2010, Resolution No. 10-2142 authorized Supplemental Agreement No. 1 to the professional services contract with HKS, Inc. for architectural and engineering design services to include renovations to the chilled water loop and mechanical equipment in Central Plant No. 3 for the Dallas Convention Center Improvement Program in an amount not to exceed $54,625, increasing the contract from $2,616,466 to $2,671,091; and, WHEREAS, on June 22, 2011, Resolution No. 11-1709 authorized Supplemental Agreement No. 2 to the professional services contract with HKS, Inc. for architectural and engineering design services to include waterproofing building envelope, fire alarm and emergency lighting system replacement, and Area C concept design for the Dallas Convention Center Improvement Program in an amount not to exceed $1,437,740, increasing the contract from $2,671,091 to $4,108,831; and, WHEREAS, on December 14, 2011, Resolution No. 11-3257 authorized Supplemental Agreement No. 3 to the professional services contract with HKS, Inc. for architectural, engineering, and interior design services to include interior improvements for Lobby A and A/B Prefunction Areas for the Dallas Convention Center Improvement Program in an amount not to exceed $142,270, increasing the contract from $4,108,831 to $4,251,551; and, WHEREAS, on September 12, 2012, Resolution No. 12-2267 authorized a construction contract with Lee Lewis Construction, Inc., the lowest responsible bidder of four, for the roof replacement of Exhibition Halls A, B, the lower part of Roof C, and the Administration Building at the Dallas Convention Center in an amount not to exceed $6,867,650; and, WHEREAS, it is now desirable to authorize Change Order No. 1 to the construction contract with Lee Lewis Construction, Inc. for structural, mechanical, electrical, plumbing and waterproofing changes for the roof replacement of Exhibition Halls A, B, the lower part of Roof C, and the Administration Building at the Dallas Convention Center in an amount not to exceed $247,263, increasing the contract from $6,867,650 to $7,114,913. Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS:

COUNCIL CHAMBER

June 12, 2013 Section 1. That the City Manager is hereby authorized to execute Change Order No. 1 to the construction contract with Lee Lewis Construction, Inc. for structural, mechanical, electrical, plumbing and waterproofing changes for the roof replacement of Exhibition Halls A, B, the lower part of Roof C, and the Administration Building at the Dallas Convention Center in an amount not to exceed $247,263, increasing the contract from $6,867,650 to $7,114,913, after it has been approved as to form by the City Attorney. Section 2. That the City Controller is hereby authorized to disburse funds in accordance with the terms and conditions of the contract from: 2009 Convention Center Revenue Bonds Fund 0568, Dept. CCT, Unit 4722, Act. CCIM Obj. 4310, Program #PBC00038, CT PBWC00038R1 Vendor #518932, in an amount not to exceed

$247,263

Section 3. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas, and it is accordingly so resolved.

KEY FOCUS AREA:

AGENDA ITEM # 39 Make Government More Efficient, Effective and Economical

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

N/A

DEPARTMENT:

Sanitation Services

CMO:

Forest E. Turner, 670-3390

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize consent to a transfer of control of 100% of the ownership interests of Greenstar Mid-America, LLC, a solid waste franchisee, from Greenstar North America Holdings, Inc. to WM Recycle America, LLC, in accordance with the terms of the franchise ordinance, Chapter XIV of the City Charter, and Article IV of Chapter 18 of the Dallas City Code – Financing: No cost consideration to the City BACKGROUND Greenstar Mid-America, LLC, a Delaware limited liability company, (“Greenstar”) holds a solid waste disposal franchise pursuant to Ordinance No. 27882, adopted by the City Council on May 26, 2010 (“the Ordinance”), for use of the city streets for the collection and hauling of waste, in accordance with the regulations of Chapter XIV of the City Charter and Article IV of Chapter 18 of the Dallas City Code. On January 29, 2013, Greenstar gave notice that Greenstar’s owner, Greenstar North America Holdings, Inc., had entered into a purchase agreement with WM Recycle America, LLC for the purchase of 100% of the ownership interests of Greenstar with an anticipated close on January 31, 2013. Section 8 of the Ordinance requires that there shall be no transfer or acquisition of control of the franchisee without the prior written consent of the City Council.

BACKGROUND(continued) Before the City Council shall give its consent, WM Recycle, the proposed transferee of the ownership interests, and Greenstar Mid-America, LLC, the franchisee, shall provide the Director of Sanitation with certain materials: 1. A written agreement to comply with, and accept all terms of the Ordinance; 2. Evidence of insurance required by the Ordinance; 3. The legal name and address of the transferee, and all persons sharing control of the transferee, with a full description of their experience in the solid waste disposal industry, as well as the name and address of the person to be contacted for notice; 4. Payment of outstanding franchise fees and any other fees, taxes and payments, including fees, interest and penalties, due from franchisee to the City; and 5. Evidence satisfactory to the Director of Sanitation that the transferee has the legal, technical and financial ability to properly perform and discharge all obligations and liabilities of the Ordinance. The materials have been provided, and the City is not waiving its right to audit the monthly and annual reports to determine that the amounts owed the city have been correctly calculated and paid, therefore, the Director of Sanitation recommends that the City Council consent to the change of control of Greenstar Mid-America, LLC. PRIOR ACTION/REVIEW (COUNCIL BOARDS, COMMISSIONS) On June 10, 2013, this item was included as a briefing memo to the Transportation & Environment Committee. On May 26, 2010, by Ordinance No. 27882, City Council granted a franchise for solid waste collection and hauling, pursuant to Chapter XIV of the City Charter, and Chapter 18, Article IV, of the Dallas City Code, to Greenstar Mid-America, LLC. The franchise was accepted by franchisee and became effective on July 13, 2010. On September 24, 2006, by Ordinance No. 26478, City Council authorized an amendment to Dallas City Code to include a franchise fee method for regulating solid waste haulers. FISCAL INFORMATION No cost consideration to the City.

Agenda Date 06/12/2013 - page 2

COUNCIL CHAMBER

June 12, 2013 WHEREAS, Greenstar Mid-America, LLC, a Delaware limited liability company, (“Greenstar”) holds a solid waste disposal franchise pursuant to Ordinance No. 27882, adopted by the City Council on May 26, 2010 (“the Ordinance”), for use of the city streets for the collection and hauling of waste, in accordance with the regulations of Chapter XIV of the City Charter and Chapter 18, Article IV, of the Dallas City Code; and WHEREAS, Section 8, Transfers of ownership and control, of Subsection (c), Transfer of control, of the Ordinance requires the prior written consent of the City Council for a transfer or acquisition of control of the franchisee; and WHEREAS, on January 29, 2013, Greenstar gave notice that Greenstar’s owner, Greenstar North America Holdings, Inc., had entered into a purchase agreement with WM Recycle America, LLC for the purchase of 100% of the ownership interests of Greenstar with an anticipated close on January 31, 2013; and WHEREAS, Greenstar submitted a complete and accurate application for consent on February 18, 2013, and Greenstar has complied with the City’s approval requirements of the Ordinance, except for obtaining City Council approval prior to the close of the transaction; and WHEREAS, the City Council has 120 days from the date of submission of a complete and accurate application to act upon the application for consent, and the City Council shall not unreasonably withhold its consent, but the City Council may grant such consent with conditions which it finds are necessary to ensure performance by Greenstar under the Ordinance; and WHEREAS, due to the representation by Greenstar that economic circumstances prevented the delay of the transfer until City Council consent was obtained, the Director of Sanitation Services requests that the City Council approve the transfer of control with the understanding that the City Council’s granting of consent in this one instance shall not require it to grant consent in other instances. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the City Council consents to the transfer of control of Greenstar Mid-America, LLC, from Greenstar North America Holdings, Inc., to WM Recycle America, LLC.

COUNCIL CHAMBER

June 12, 2013 Section 2. That nothing in this consent shall be construed to waive or release any rights of the City of Dallas to require prior written consent of the City Council for any transfer of control, acquisition, or assignment of any solid waste franchise ordinance granted by the City Council or to the right to audit and to require payment of any past due fees owed to the city. Section 3. That the granting of this consent by the City Council does not authorize future transfers of control, acquisition, or assignment by Greenstar or WM Recycle America, LLC without first obtaining the prior consent of the City Council. Section 4. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas, and it is accordingly so resolved.