Dallas City Council Agenda: June 12, 2013 Part I by buildingcommunityWORKSHOP

JUNE 12, 2013 CITY COUNCIL AGENDA CERTIFICATION

This certification is given pursuant to Chapter XI, Section 9 of the City Charter for the City Council Agenda 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.

Mary K. Suhm City Manager

Date

Edward Scott City Controller

Date

General Information

Informacion General

The Dallas City Council regularly meets on Wednesdays beginning at 9:00 a.m. in the Council Chambers, 6th floor, City Hall, 1500 Marilla. Council agenda meetings are broadcast live on WRR-FM radio ( 1 01.1 FM) and on Time Warner City Cable Channel 16. Briefing meetings are held the first and third Wednesdays of each month. Council agenda (voting) meetings are held on the second and fourth Wednesdays. Anyone wishing to speak at a meeting should sign up with the City Secretary's Office by calling (214) 6703738 by 5:00 p.m. of the last regular business day preceding the meeting. Citizens can find out the name of their representative and their voting district by calling the City Secretary's Office.

El Ayuntamiento de Ia Ciudad de Dallas se reune regularmente los miercoles en Ia Camara del Ayuntamiento en el sexto piso de Ia Alcaldfa, 1500 Marilla, a las 9 de Ia manana. Las reuniones informativas se II evan a cabo el primer y tercer miercoles del mes. Estas audiencias se transmiten en vivo por Ia estaci6n de radio W RR-FM 101.1 y por cablevisi6n en Ia estaci6n Time Warner City Cable Canal16. El Ayuntamiento Municipal se reune el segundo y cuarto miercoles del mes para tratar asuntos presentados de manera oficial en Ia agenda para su aprobaci6n. Toda persona que desee hablar durante Ia asamblea del Ayuntamiento, debe inscribirse llamando a Ia Secretarfa Municipal al telefono (214) 670-3738, antes de las 5:00 pm del ultimo dfa habit anterior a Ia reunion. Para enterarse del nombre de su representante en el Ayuntamiento Municipal y el distrito donde usted puede votar, favor de llamar a Ia Secretarfa Municipal.

Sign interpreters are available upon request with a 48-hour advance notice by calling (214) 670-5208 V!TDD. The City of Dallas is committed to compliance with the Americans with Disabilities Act. The Council agenda is available in alternative formats upon request. If you have any questions about this agenda or comments or complaints about city services, call 311.

lnterpretes para personas con impedimentos auditivos estan disponibles si lo solicita con 48 horas de anticipaci6n llamando al (214) 670-5208 (aparato auditive V!TDD). La Ciudad de Dallas se esfuerza por cumplir con el decreto que protege a las personas con impedimentos, Americans with Disabilties Act. La agenda del Ayuntamiento esta disponible en formatos alternos silo solicita. Si tiene preguntas sobre esta agenda, o si desea hacer comentarios o presentar quejas con respecto a servicios de Ia Ciudad, llame al 311.

Rules of Courtesy City Council meetings bring together citizens of many varied interests and ideas. To insure fairness and orderly meetings, the Council has adopted rules of courtesy which apply to all members of the Council, administrative staff, news media, citizens and visitors. These procedures provide: That no one shall delay or interrupt the proceedings, or refuse to obey the orders of the presiding officer. All persons should refrain from private conversation, eating, drinking and smoking while in the Council Chamber. Posters or placards must remain outside the Council Chamber. No cellular phones or audible beepers allowed in Council Chamber while City Council is in session. "Citizens and other visitors attending City Council meetings shall observe the same rules of propriety, decorum and good conduct applicable to members of the City Council. Any person making personal, impertinent, profane or slanderous remarks or who becomes boisterous while addressing the City Council or while attending the City Council meeting shall be removed from the room if the sergeant-at-arms is so directed by the presiding officer, and the person shall be barred from further audience before the City Council during that session of the City Council. If the presiding officer fails to act, any member of the City Council may move to require enforcement of the rules, and the affirmative vote of a majority of the City Council shall require the presiding officer to act." Section 3.3(c) of the City Council Rules of Procedure.

Reglas de Cortesia Las asambleas del Ayuntamiento Municipal reunen a ciudadanos de diversos intereses e ideologfas. Para asegurar Ia imparcialidad y el orden durante las asambleas, el Ayuntamiento ha adoptado ciertas reglas de cortesfa que aplican a todos los miembros del Ayuntamiento, al personal administrative, personal de los medios de comunicaci6n, a los ciudadanos, y a visitantes. Estos reglamentos establecen lo siguiente: Ninguna pesona retrasara o interrumpira los procedimientos, o se negara a obedecer las 6rdenes del oficial que preside Ia asamblea. Todas las personas deben de abstenerse de entablar conversaciones, comer, beber y fumar dentro de Ia camara del Ayuntamiento. Anuncios y pancartas deben permanecer fuera de Ia camara del Ayuntamiento. No se permite usar telefonos celulares o enlaces electr6nicos (pagers) audibles en Ia camara del Ayuntamiento durante audiencias del Ayuntamiento Municipal. "Los ciudadanos y visitantes presentes durante las asambleas del Ayuntamiento Municipal deben de obedecer las mismas reg las de comportamiento, decoro y buena conducta que se aplican a los miembros del Ayuntamiento Municipal. Cualquier persona que haga comentarios impertinentes, utilice vocabulario obsceno o difamatorio, o que al dirigirse al Ayuntamiento lo haga en forma escandalosa, o si causa disturbio durante Ia asamblea del Ayuntamiento Municipal, sera expulsada de Ia camara si el oficial que este presidiendo Ia asamblea asf lo ordena. Ademas, se le prohibira continuar participando en Ia audiencia ante el Ayuntamiento Municipal. Si el oficial que preside Ia asamblea no toma acci6n, cualquier otro miembro del Ayuntamiento Municipal puede tamar medidas para hacer cumplir las reg las establecidas, y el voto afirmativo de Ia mayorfa del Ayuntamiento Municipal precisara al oficial que este presidiendo Ia sesi6n a tomar acci6n." Segun Ia secci6n 3.3(c) de las reglas de procedimientos del Ayuntamiento.

AGENDA CITY COUNCIL MEETING WEDNESDAY, JUNE 12, 2013 ORDER OF BUSINESS Agenda items for which individuals have registered to speak will be considered no earlier than the time indicated below: 9:00 a.m.

INVOCATION AND PLEDGE OF ALLEGIANCE OPEN MICROPHONE

MINUTES

Item 1

CONSENT AGENDA

Items 2 - 50

ITEMS FOR INDIVIDUAL CONSIDERATION No earlier than 9:15 a.m.

Items 51 - 63

PUBLIC HEARINGS AND RELATED ACTIONS 1:00 p.m.

NOTE:

Items 64 - 85

A revised order of business may be posted prior to the date of the council meeting if necessary.

AGENDA CITY COUNCIL MEETING JUNE 12, 2013 CITY OF DALLAS 1500 MARILLA COUNCIL CHAMBERS, CITY HALL DALLAS, TEXAS 75201 9:00 A. M. Invocation and Pledge of Allegiance (Council Chambers) Agenda Item/Open Microphone Speakers VOTING AGENDA 1.

Approval of Minutes of the May 22, 2013 City Council Meeting

CONSENT AGENDA Business Development & Procurement Services 2.

Authorize a three-year master agreement for electrical supplies â&#x20AC;&#x201C; Trinity Electric Supply Co. in the amount of $5,982,801 and AWC, Inc. in the amount of $330,590, lowest responsible bidders of five - Total not to exceed $6,313,391 - Financing: Current Funds ($2,566,391), Water Utilities Current Funds ($2,710,000), Stormwater Drainage Management Current Funds ($740,000) and Aviation Current Funds ($297,000)

Authorize (1) a three-year master agreement for chlorine and sulfur dioxide - Brenntag Southwest, Inc. in the amount of $16,419,300 and Calabrian Corporation in the amount of $1,459,793; and (2) a three-year service contract for maintenance and testing of sulfur dioxide storage tanks - DPC Industries Company in the amount of $247,650, lowest responsible bidders of three - Total not to exceed $18,126,743 - Financing: Water Utilities Current Funds ($247,650 subject to annual appropriations)

June 12, 2013

CONSENT AGENDA (Continued) Business Development & Procurement Services (Continued) 4.

Authorize (1) a one-year master agreement for the purchase of two hundred seventytwo pieces of fleet and equipment - Sam Pack's Five Star Ford, Ltd. in the amount of $4,022,691, Rush Truck Centers of Texas, LP dba Rush Crane and Refuse Systems, International in the amount of $1,752,771, The Around the Clock Freightliner Group, LLC in the amount of $1,393,866, Southwest International Trucks, Inc. in the amount of $1,622,419, Landmark Equipment, Inc. in the amount of $947,760, RDO Equipment Company in the amount of $907,954, Holt Texas, Ltd. in the amount of $512,753, Caldwell Country Chevrolet in the amount of $477,809, Rush Medium Duty Truck Center, Dallas in the amount of $613,106, Dallas Dodge Chrysler Jeep in the amount of $366,384, Stewart & Stevenson, LLC in the amount of $250,447, Caldwell Country Ford in the amount of $267,624, Bobcat of Dallas in the amount of $184,676, Equipment Southwest, Inc. in the amount of $157,900, Sonic-Lute Riley Honda in the amount of $138,375, United Rentals (North America), Inc. in the amount of $127,500 and KirbySmith Machinery, Inc. in the amount of $39,435, lowest responsible bidders of twentyseven; (2) a one-year master agreement for the purchase of eight pieces of fleet equipment - Kinloch Equipment & Supply, Inc. in the amount of $532,029, Holt Texas, Ltd. in the amount of $267,228, Sam Pack's Five Star Ford, Ltd. in the amount of $85,869 and Dallas Dodge Chrysler Jeep in the amount of $77,502 through the Houston-Galveston Area Council of Governments; and (3) a one-year master agreement for the purchase of four pieces of fleet equipment - Kirby-Smith Machinery, Inc. in the amount of $210,960 through Texas Association of School Boards (BuyBoard) - Total not to exceed $14,957,058 - Financing: Current Funds ($312,225), Water Utilities Current Funds ($2,973,381), Municipal Lease Agreement Funds ($7,309,785), Aviation Current Funds ($156,316), 2010 Equipment Acquisition Notes ($4,091,876), 2007 Equipment Acquisition Contractual Obligation Notes ($85,869) and Commercial Auto Theft Interdiction Squad Funds ($27,606)

Authorize a service contract for storm drainage management fund financial planning services and fee study - Raftelis Financial Consultants, Inc., most advantageous proposer of four - Not to exceed $527,997 - Financing: Stormwater Drainage Management Current Funds

Authorize a three-year service contract, with two one-year renewal options, for wastewater flowmeter monitoring services - Hach Company, lowest responsible bidder of seven - Not to exceed $1,289,290 - Financing: Water Utilities Current Funds (subject to annual appropriations)

Authorize Supplemental Agreement No. 2 to exercise the first renewal option to extend the term of the professional service contract with Grant Thornton LLP for audit of the City's financial operations and grant activities for fiscal year ending September 30, 2013 to be completed by September 30, 2014 - Not to exceed $951,163, from $3,080,790 to $4,031,953 - Financing: Current Funds

June 12, 2013

CONSENT AGENDA (Continued) Business Development & Procurement Services (Continued) 8.

Authorize Supplemental Agreement No. 3 to exercise the second renewal option to extend the term of the service contract with Linebarger Goggan Blair & Sampson, LLP, with a minimum annual guarantee, for the collection of delinquent fines and fees for City ordinance, traffic and state law violations, excluding parking violations, for the period August 1, 2013 through July 31, 2014 - Estimated Revenue: $5,800,000

City Controller’s Office 9.

Authorize amendments to Ordinance No. 28060 to: (1) extend the City of Dallas, Texas General Obligation Commercial Paper Notes Series 2010A, and Series 2010C short term obligations in an aggregate principal amount not to exceed $350,000,000; (2) authorize such short term obligations to be issued, sold, and delivered in the form of commercial paper notes; making certain covenants and agreements in connection therewith; establish the tenor of the program for the issuance of the remaining $642,000,000 in the 2012 Bond Program, $499,275,000 in the 2006 Bond Program and the remaining $33,037,600 in the 1998 Bond Program, which is estimated to be within a three year period; resolving other matters related to the issuance, sale, security and delivery of such short term obligations, including; (3) authorizing a thirty-six-month $200,000,000 Credit Agreement with J.P. Morgan Chase Bank, N.A., and a thirty-sixmonth $150,000,000 Credit Agreement with Wells Fargo Bank, N.A.; (4) the continued use of U.S. Bank National Association as the Issuing and Paying Agent under existing agreements; (5) the continued use of Jefferies LLC as the dealer under existing Dealer Agreement; and (6) approving the payment of issuance costs in connection with the issuance of the short term obligations; approving the use of an Offering Memorandum in connection with the sale of the short term obligations; and providing an effective date – Total program costs not to exceed $5,868,825 – Financing: Current Funds ($144,825 upfront closing costs plus annual fees of $1,908,000 for a three year total cost of $5,724,000) (subject to annual appropriations)

10.

Authorize the preparation of plans for issuance of General Obligation Refunding and Improvement Bonds, Series 2013A/B in an amount not to exceed $500,000,000 Financing: This action has no cost consideration to the City

11.

Authorize the preparation of plans for issuance in an amount not to exceed $285,000,000 in Waterworks and Sewer System Revenue Refunding Bonds, Series 2013 - Financing: This action has no cost consideration to the City

June 12, 2013

CONSENT AGENDA (Continued) Code Compliance 12.

An ordinance amending Chapters 50, 51A, and 52 of the Dallas City Code to: (1) define terms; (2) provide for the licensing, operation, and regulation of street vendors; (3) require identification badges for street vendors and their agents; (4) establish license and badge fees; (5) establish dress and conduct standards for street vendors; (6) allow vending on private property without a certificate of occupancy if the vendor possesses a mobile food establishment permit or a Central Business District concession license and has the property owner's consent; (7) make certain non-substantive changes; (8) provide transitional provisions; and (9) provide minimum and maximum penalties Estimated Annual Revenue Loss: $10,000

13.

An ordinance amending Chapters 51 and 51A of the Dallas City Code to: (1) allow occasional sales on an approved surface; (2) amend the fee schedule for occasional sale permits; (3) provide that signs advertising an occasional sale may be located at remote locations with the permission of the owner of the remote location; (4) provide a penalty not to exceed $2,000; (5) provide a saving clause; (6) provide a severability clause; and (7) provide an effective date - Financing: Estimated Annual Revenue Loss: $160,000

Communication and Information Services 14.

Authorize a five-year Interlocal Agreement with the City of Cockrell Hill to provide the City of Cockrell Hill with two-way radio maintenance service and radio system airtime for the period June 1, 2013 through May 31, 2018 - Estimated Revenue: $7,116

Economic Development 15.

16.

Authorize a public hearing to be held on June 26, 2013 to receive comments concerning the creation of City of Dallas Reinvestment Zone No. 81 located on the east side of the 4800 block of Mountain Creek Parkway, north of Merrifield Road in Dallas, Texas; and, at the close of the hearing, consideration of (1) an ordinance creating City of Dallas Reinvestment Zone No. 81; and (2) a 90 percent real property tax abatement for ten years with Mt. Creek Investments, Ltd. associated with construction of a two-phase speculative industrial/warehouse development with a combined total of 1,200,000 square feet - Financing: No cost consideration to the City

June 12, 2013

CONSENT AGENDA (Continued) Economic Development (Continued) 17.

Authorize a Multiple Use Agreement with the Texas Department of Transportation (TXDOT) to cross underneath the IH-35E right-of-way to construct and maintain the Edison/Hi Line Sustainable Development Infrastructure Project - Financing: No cost consideration to the City

18.

Authorize (1) a public hearing to be held on August 14, 2013 to receive comments concerning the renewal of the Deep Ellum Public Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the Deep Ellum area, for the purpose of providing supplemental public services, to be funded by assessments on real property and real property improvements in the District; and (2) at the close of the hearing, a resolution approving creation of the District for seven years and approval of the Districtâ&#x20AC;&#x2122;s Service Plan for 2014-2020 - Financing: No cost consideration to the City

Housing/Community Services 19.

Authorize (1) approval of the development plan submitted to the Dallas Housing Acquisition and Development Corporation by City Wide Community Development Corporation for the construction of affordable houses; (2) the sale of 5 vacant lots (list attached) from Dallas Housing Acquisition and Development Corporation to City Wide Community Development Corporation; and (3) execution of a release of lien for any non-tax liens on the 5 properties that may have been filed by the City non-tax liens included in the foreclosure judgment, pre-judgment non-tax liens not included in the judgment, and post-judgment non-tax liens, if any - Financing: No cost consideration to the City

20.

Authorize (1) approval of the development plan submitted to the Dallas Housing Acquisition and Development Corporation by East Dallas Community Organization for the construction of affordable houses; (2) the sale of 2 vacant lots (list attached) from Dallas Housing Acquisition and Development Corporation to East Dallas Community Organization; and (3) execution of a release of lien for any non-tax liens on the 2 properties that may have been filed by the City non-tax liens included in the foreclosure judgment, pre-judgment non-tax liens not included in the judgment, and post-judgment non-tax liens, if any - Financing: No cost consideration to the City

21.

Authorize (1) approval of the development plan submitted to the Dallas Housing Acquisition and Development Corporation by South Dallas Fair Park/Innercity Community Development Corporation for the construction of affordable houses; (2) the sale of 2 vacant lots (list attached) from Dallas Housing Acquisition and Development Corporation to South Dallas Fair Park/Innercity Community Development Corporation; and (3) execution of a release of lien for any non-tax liens on the 2 properties that may have been filed by the City non-tax liens included in the foreclosure judgment, prejudgment non-tax liens not included in the judgment, and post-judgment non-tax liens, if any - Financing: No cost consideration to the City

June 12, 2013

CONSENT AGENDA (Continued) Housing/Community Services (Continued) 22.

Authorize the expansion of the Oak Cliff-Marsalis Neighborhood Investment Program target area to include the 200 block of West 7th Street for street and streetscape, and gateway improvements to the Bishop Arts District - Financing: No cost consideration to the City

23.

24.

Authorize the third amendment to the contract with the Department of State Health Services to accept additional grant funds for the continuation of the Special Supplemental Nutrition Program for the Women, Infants and Children Program for the period April 1, 2013 through September 30, 2013 - Not to exceed $28,850, from $14,655,792 to $14,684,642 - Financing: Department of State Health Services Grant Funds

Office of Cultural Affairs 25.

Authorize a contract with Frances Bagley, LLC for the fabrication and installation of a site-specific artwork at the Elm Fork Athletic Complex located at 2100 Walnut Hill Lane Not to exceed $130,400 - Financing: 2006 Bond Funds

26.

Authorize a contract with Legge Lewis Legge LLC for the fabrication and installation of a site-specific artwork at the Dallas Arboretum located at 8525 Garland Road - Not to exceed $116,400 - Financing: 2006 Bond Funds

27.

Authorize a twenty-four month extension to the concession contract with Culinaire International, Inc. for food and beverage services at the Morton H. Meyerson Symphony Center for the period August 1, 2013 through July 31, 2015 - Estimated Revenue: $735,000

Park & Recreation 28.

Authorize a contract for construction of a new park pavilion at Kidd Springs Park located at 700 West Canty Street - Henneberger Construction, Inc., best value proposer of four - Not to exceed $118,400 - Financing: 2006 Bond Funds

29.

Authorize a contract for reconstruction of an historic pergola at Kiest Park located at 3080 South Hampton Road - Henneberger Construction, Inc., best value proposer of four - Not to exceed $150,700 - Financing: 2006 Bond Funds

June 12, 2013

CONSENT AGENDA (Continued) Park & Recreation (Continued) 30.

Authorize a contract for construction of a new park pavilion at McCree Park located at 9016 Plano Road - Henneberger Construction, Inc., best value proposer of two - Not to exceed $110,000 - Financing: 2003 Bond Funds

31.

Authorize Supplemental Agreement No. 3 to the professional services contract with Aguirre Roden, Inc. for a structural study of the Anita Martinez Recreation Center located at 3212 North Winnetka Avenue - Not to exceed $4,235, from $196,520 to $200,755 - Financing: 2006 Bond Funds

Police 32.

Authorize an Interlocal Agreement with Tarrant County Criminal District Attorney, Tarrant County Sheriffâ&#x20AC;&#x2122;s Office, Anderson County Criminal District Attorney, and the Texas Office of the Attorney General to share the proceeds received by the Tarrant County Criminal District Attorney for asset seizures and forfeitures under Chapter 59 of the Texas Code of Criminal Procedure - Estimated Revenue: $230,000

Public Works Department 33.

Authorize a professional services contract with Lina T. Ramey & Associates, Inc. for the engineering design of sidewalk enhancements for the Colorado Boulevard/Beckley Avenue area - Not to exceed $209,790 - Financing: General Obligation Commercial Paper Funds

34.

Authorize a professional services contract with Freese and Nichols, Inc. for the engineering design of street and thoroughfare improvements for South Lamar Street from Interstate 45 to Emery Street - Not to exceed $747,840 - Financing: General Obligation Commercial Paper Funds ($696,811) and Water Utilities Capital Improvement Funds ($51,029)

35.

Authorize twenty-four month construction service contracts with three twelve-month renewal options to perform job order contracting services with Chamberlin Dallas, LLC in the amount of $1,500,000, Kellogg Brown and Root, LLC in the amount of $3,486,443, and METCO Engineering, Inc. in the amount of $1,500,000, the three best value proposers of thirteen - Not to exceed $6,486,443 - Financing: Aviation Current Funds ($1,855,000), Convention and Event Services Current Funds ($750,000), and General Obligation Commercial Paper Funds ($3,881,443) (subject to annual appropriations)

June 12, 2013

CONSENT AGENDA (Continued) Public Works Department (Continued) Olive Street Extension of the McKinney Avenue Trolley

Note: Item Nos. 36 and 37 must be considered collectively.

36.

Authorize an increase in the contract with Gibson & Associates, Inc. for the construction of granite pavers at trolley stops and additional items for the McKinney Avenue Trolley Olive Street Extension Project - Not to exceed $158,635, from $8,666,777 to $8,825,412 - Financing: Capital Projects Reimbursement Funds

37.

Authorize (1) a participation agreement with the Downtown Improvement District for the construction of granite pavers at trolley stops and additional items for the McKinney Avenue Trolley Olive Street Extension Project in an amount not to exceed $158,635; (2) the receipt and deposit of funds from the Downtown Improvement District in an amount not to exceed $158,635; and (3) an increase in appropriations in the amount of $158,635 in the Capital Projects Reimbursement Fund - Total not to exceed $158,635 - Financing: Capital Projects Reimbursement Funds

38.

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

Sanitation Services 39.

Sustainable Development and Construction 40.

Authorize acquisition from George P. Shropulos and Millie L. Shropulos, of approximately 21,779 square feet of land located near the intersection of Wheatland and Houston School Roads for the Wheatland Road Improvement Project - Not to exceed $21,300 ($18,300, plus closing costs and title expenses not to exceed $3,000) Financing: 2003 Bond Funds

41.

Authorize acquisition from Westdale Properties America I, LTD, of approximately 482 square feet of land located near the intersection of Pacific Avenue and Hawkins Street for the Cesar Chavez Boulevard and Pearl Street from Commerce Street to Live Oak Boulevard Project - Not to exceed $18,530 ($17,320, plus closing costs and title expenses not to exceed $1,210) - Financing: 2006 Bond Funds

June 12, 2013

CONSENT AGENDA (Continued) Sustainable Development and Construction (Continued) 42.

Authorize the exercise of the right of eminent domain, if such becomes necessary, by Dallas Area Rapid Transit of nine tracts of land for the construction of the South Oak Cliff Line Section-3 Project (list attached) - Financing - No cost consideration to the City

43.

44.

An ordinance granting renewal of a private license to Greenville 2100, LTD. for the use of approximately 371 square feet of land to maintain an existing sidewalk cafĂŠ on Greenville Avenue located near the intersection of Greenville and Prospect Avenues Revenue: $1,000 annually, plus the $20 ordinance publication fee

Trinity Watershed Management 45.

Authorize Supplemental Agreement No. 6 to the professional services contract with Halff Associates, Inc. to investigate, identify and potentially relocate threatened fresh water mussels from a section of the Trinity River within the construction impact limits of the Continental Avenue Bridge - Not to exceed $147,512, from $1,348,304 to $1,495,816 - Financing: Stormwater Drainage Management Current Funds

Water Utilities 46.

Authorize a professional services contract with HDR Engineering, Inc. to provide engineering services for the design of a new peak flow storage basin at the Southside Wastewater Treatment Plant - Not to exceed $1,446,313 - Financing: Water Utilities Capital Improvement Funds

47.

Authorize a thirty-year contract with the City of Carrollton to continue providing treated water services, from June 29, 2013 through June 28, 2043 - Estimated Annual Revenue: $10,912,142

48.

Authorize a thirty-year contract with the City of DeSoto to continue providing treated water services, from August 24, 2013 through August 23, 2043 - Estimated Annual Revenue: $3,952,667

49.

Authorize an increase in the contract with Davis Construction, Inc. d/b/a DCI Contracting, Inc. for additional work associated with the construction of concrete drilled piers, rock anchors and extended coffer dam maintenance for completion of the 72-inch Water Transmission Main Protection, Phase II Bank Stabilization Project - Not to exceed $232,880, from $2,834,505 to $3,067,385 - Financing: Water Utilities Capital Improvement Funds

June 12, 2013

CONSENT AGENDA (Continued) Water Utilities (Continued) 50.

Authorize an increase in the contract with Magnus Pacific Corporation for additional work associated with the installation of an underground slurry cutoff wall - Not to exceed $1,631,750, from $10,559,182 to $12,190,932 - Financing: Water Utilities Capital Construction Funds

ITEMS FOR INDIVIDUAL CONSIDERATION City Secretary's Office 51.

Consideration of appointments to boards and commissions and the evaluation and duties of board and commission members (List of nominees is available in the City Secretary's Office)

DESIGNATED PUBLIC SUBSIDY MATTERS Economic Development 52.

Authorize (1) a 12-month extension to the Chapter 380 economic development loan agreement with Lakewest ALF Realty, LLC, previously approved on April 27, 2011, pursuant to Resolution No. 11-1188, related to the development of a senior assisted living center located at 2696 Bickers, Dallas, Texas 75212; and (2) the acceptance, receipt and deposit of funds in an amount up to $195,000 - Financing: Public/Private Partnership Funds Grocers Supply

Note: Item Nos. 53 and 54 must be considered collectively.

53.

Authorize a 90 percent real property tax abatement agreement for 10 years with Grocers Supply Co. Inc., subject to acquisition of the property, for a new warehouse facility of 740,000 square feet located on approximately 129 acres within an Enterprise Zone at the intersection of Cleveland Road and Blanco Road in Dallas pursuant to the Cityâ&#x20AC;&#x2122;s Public/Private Partnership Program- Revenue: First year revenue estimated at $44,203; ten-year revenue estimated at $442,030 (Estimated revenue foregone for ten-year real property tax abatement estimated at $3,978,329)

54.

Authorize a Chapter 380 economic development grant agreement pursuant to the Public/Private Partnership Program with Grocers Supply Co., Inc. in an amount up to $1,850,000 associated with the site acquisition and new facility construction of a warehouse facility to be constructed on 129 acres at the intersection of Cleveland Road and Blanco Road in Dallas - Not to exceed $1,850,000 - Financing: General Obligation Commercial Paper Funds

June 12, 2013

ITEMS FOR INDIVIDUAL CONSIDERATION (Continued) DESIGNATED PUBLIC SUBSIDY MATTERS (Continued) Economic Development (Continued) TCDFW Development Inc.

Note: Item Nos. 55 and 56 must be considered collectively.

55.

Authorize a real property tax abatement agreement with TCDFW Development Inc. located on approximately 46.47 acres south of IH-20, between Hampton Road and Polk Street in the amount of 90 percent on the value of real property improvements for 10 years in accordance with the City's Public/Private Partnership Program Revenue: First year revenue estimated at $12,911; ten-year revenue estimated at $94,827; (Estimated revenue foregone for a ten-year new business personal property abatement estimated at $853,444)

56.

Authorize a Chapter 380 economic development grant agreement in an amount not to exceed $1,445,000 with TCDFW Development Inc. related to the construction of an 800,000 square foot speculative industrial/warehouse facility, pursuant to Chapter 380 of the Texas Local Government Code in accordance with the City's Public/Private Partnership Program - Not to exceed $1,445,000 - Financing: General Obligation Commercial Paper Funds

City Center TIF District City Center Sub-district

Note: Item Nos. 57 and 58 must be considered collectively.

57.

Authorize a development agreement with Alterra 211 N. Ervay, LLC, to reimburse eligible project costs for environmental remediation and demolition, public infrastructure improvements and faรงade restoration associated with the 211 North Ervay redevelopment project, in an amount not to exceed $2,000,000, of which $150,000 is in the form of an Economic Development TIF Grant, from revenues accruing to Tax Increment Financing Reinvestment Zone Five (City Center TIF District) - Not to exceed $2,000,000 - Financing: City Center TIF District Funds

58.

A resolution declaring the intent of Tax Increment Financing District Reinvestment Zone Number Five (City Center TIF District) to reimburse Alterra 211 N. Ervay, LLC, up to $2,000,000, of which $150,000 is in the form of an Economic Development TIF Grant, for eligible project costs pursuant to the development agreement with Alterra 211 N. Ervay, LLC - Financing: No cost consideration to the City

June 12, 2013

ITEMS FOR INDIVIDUAL CONSIDERATION (Continued) DESIGNATED PUBLIC SUBSIDY MATTERS (Continued) Economic Development (Continued) City Center TIF District Lamar Corridor/West End Sub-district

Note: Item Nos. 59 and 60 must be considered collectively.

59.

Authorize a development agreement with Purse Development Company, LLC, to reimburse eligible project costs related to environmental remediation and demolition, public infrastructure improvements and historic faรงade restoration associated with the Purse & Co. Lofts redevelopment project (601 Elm Street) in an amount not to exceed $2,800,000, from revenues accruing to Tax Increment Financing Reinvestment Zone Five (City Center TIF District) - Not to exceed $2,800,000 Financing: City Center TIF District Funds

60.

A resolution declaring the intent of Tax Increment Financing District Reinvestment Zone Number Five (City Center TIF District) to reimburse Purse Development Company, LLC, up to $2,800,000, for TIF-eligible project costs pursuant to the development agreement with Purse Development Company, LLC - Financing: No cost consideration to the City

Housing/Community Services 61.

Authorize (1) a conditional grant agreement in the amount of $1,500,000 with Central Dallas Community Development Corporation, or its wholly owned subsidiary, to provide funding for the construction of fifty permanent supportive housing units at 1531 Malcolm X Boulevard; and (2) an increase in appropriations in the amount of $1,500,000 in the General Obligation Commercial Paper Funds - Not to exceed $1,500,000 - Financing: General Obligation Commercial Paper Funds

62.

Authorize a loan in the amount of $85,000 at 0% interest to 2000 Roses Foundation, Inc. for the development of two properties located at 220 North Cliff Street and 1102 East Ninth Street to provide funding for a portion of the residential component of the Economic Development Project on Ninth Street - Not to exceed $85,000 - Financing: 2006 Bond Funds

63.

Authorize on-site reconstruction of five homes in accordance with the requirements of the Reconstruction/SHARE Program Statement for the properties located at: 323 East Woodin Boulevard in the amount of $103,000; 2742 Custer Drive in the amount of $103,000; 2734 Locust Avenue in the amount of $103,000; 1558 East Ohio Avenue in the amount of $103,000; and 3500 Pondrom Street in the amount of $103,000 - Total not to exceed $515,000 - Financing: 2012-13 Community Development Block Grant Reprogramming Funds ($400,000); 2012-13 HOME Investment Partnership Program Grant Funds ($115,000)

June 12, 2013

PUBLIC HEARINGS AND RELATED ACTIONS Sustainable Development and Construction ZONING CASES - CONSENT 64.

A public hearing to receive comments regarding an application for and an ordinance granting a CC Community Commercial Subdistrict on property zoned a D(A) Duplex Subdistrict, an NC Neighborhood Commercial Subdistrict and an R-5(A) Single Family Subdistrict in Planned Development District No. 595, the South Dallas/Fair Park Special Purpose District, on the south corner of South Fitzhugh Avenue and Lagow Street Recommendation of Staff and CPC: Approval Z123-194(MW)

65.

A public hearing to receive comments regarding an application for and an ordinance granting a renewal of Specific Use Permit No. 1707 for a Tattoo studio on property within the Tract A portion of Planned Development District No. 269, the Deep Ellum/Near East Side Special Purpose District, on the northwest line of Main Street, east of Crowdus Street Recommendation of Staff and CPC: Approval for a five-year period with eligibility for automatic renewal for additional five-year periods, subject to revised conditions Z123-206(RB)

66.

A public hearing to receive comments regarding an application for and an ordinance granting a Specific Use Permit for a child-care facility on property zoned an R-7.5(A) Single Family District on the east side of South Lancaster Boulevard, north of Sylvia Street Recommendation of Staff and CPC: Approval for a two-year period with eligibility for automatic renewal for additional five-year periods, subject to a site plan and conditions Z123-218(AB)

67.

A public hearing to receive comments regarding an application for and an ordinance granting a CS Commercial Service District on property zoned an IR Industrial Research District on the northeast corner of Harry Hines Boulevard and Storey Lane Recommendation of Staff and CPC: Approval Z123-226(RB)

June 12, 2013

PUBLIC HEARINGS AND RELATED ACTIONS (Continued) Sustainable Development and Construction (Continued) ZONING CASES - UNDER ADVISEMENT - INDIVIDUAL 68.

A public hearing to receive comments regarding an application for and an ordinance granting a Specific Use Permit for an alcoholic beverage establishment use limited to a bar, lounge or tavern and a commercial amusement (inside) use limited to a dance hall within Planned Development District No. 619 for mixed uses and a H/48 Historic District on the southwest corner of Pacific Avenue and Harwood Street Recommendation of Staff: Approval for a two-year period, subject to a site plans/floor plans and conditions Recommendation of CPC: Approval for a three-year period, subject to a site plans/floor plans and conditions Z123-134(WE) Note: This item was considered by the City Council at a public hearing on May 22, 2013, and was taken under advisement until June 12, 2013, with the public hearing open DESIGNATED ZONING CASES - INDIVIDUAL

69.

A public hearing to receive comments regarding an application for and an ordinance granting a Planned Development Subdistrict for O-2 Office Subdistrict Uses on property zoned an O-2 Office Subdistrict within Planned Development District No. 193, the Oak Lawn Special Purpose District, and a resolution accepting the termination of deed restrictions on the northwest line of Travis Street, between Lemmon Avenue East and Lemmon Avenue West Recommendation of Staff: Approval, subject to a development plan, landscape plan, and staffâ&#x20AC;&#x2122;s recommended conditions, and approval of the termination of deed restrictions Recommendation of CPC: Approval, subject to a development plan, landscape plan, and conditions, and approval of the termination of deed restrictions Z112-306(RB)

June 12, 2013

PUBLIC HEARINGS AND RELATED ACTIONS (Continued) Sustainable Development and Construction (Continued) DESIGNATED ZONING CASES - INDIVIDUAL (Continued) 70.

A public hearing to receive comments regarding a City Plan Commission authorized hearing to determine proper zoning on property zoned Planned Development District No. 22, Planned Development District No. 130, Planned Development District No. 215, Planned Development District No. 250, Planned Development District No. 279, Planned Development District No. 322, Planned Development District No. 423, Planned Development District No. 713, Planned Development District No. 782, a CR Community Retail District with deed restrictions on a portion, a CS Commercial Service District, a GO(A) General Office District with deed restrictions on a portion, an RR Regional Retail District with deed restrictions on a portion and Specific Use Permit Nos. 1335, 1389, 1390 on a portion, an LO-2 Limited Office District with deed restrictions on a portion, an NO(A) Neighborhood Office District, an MO-2 Mid-range Office District, an MF-1(A) Multifamily District, an MF-4(A) Multifamily District, an MU-1 Mixed Use District with deed restrictions on a portion, an MU-2 Mixed Use District with deed restrictions on a portion, an MU-3 Mixed Use District, an MU-3 (SAH) Mixed Use District Affordable, and a P(A) Parking District with consideration being given to appropriate zoning including use, development standards, and other regulations that would allow for and encourage development in appropriate areas in an area generally located east of the Dallas North Tollway, south of Southern Boulevard, south of the northern boundary of (Block E) Montfort Place, south of the northern boundary of Woodchase Apartments, south of the northern boundary of Preston View Estates, west of Preston Road, and north of Interstate Highway 635 (LBJ Freeway) and an ordinance granting a Planned Development District and a resolution accepting the termination of deed restrictions Recommendation of Staff and CPC: Approval of a Planned Development District, subject to a streets plan, an open space plan, and conditions with retention of Specific Use Permit Nos. 1335, 1389 and 1390, and Deed Restrictions Nos. Z756-210, Z989173, and Z990-232, and approval of the termination of Deed Restrictions No. Z056-226 on the northwest corner of Preston Road and LBJ Freeway and no change of zoning on property zoned an MU-2 Mixed Use District with Deed Restrictions No. Z901-162, an NO(A) Neighborhood Office District and a portion of Planned Development District No. 250 in an area generally bound by Peterson Lane, both sides of Montfort Drive, James Temple Drive and a line approximately 590 feet east of Noel Road, and on property zoned an RR Regional Retail District on the northeast corner of Alpha Road and the Dallas North Tollway Z123-186(GC)

June 12, 2013

PUBLIC HEARINGS AND RELATED ACTIONS (Continued) Sustainable Development and Construction (Continued) DESIGNATED ZONING CASES - INDIVIDUAL (Continued) 71.

A public hearing to receive comments regarding an application for and an ordinance granting a new tract for multiple family uses within Planned Development Subdistrict No. 78 on property zoned an MF-2 Multiple Family Subdistrict within Planned Development District No 193, the Oak Lawn Special Purpose District, in an area generally bounded by Brown Street, Knight Street, Fairmount Street and Douglas Street Recommendation of Staff: Approval, subject to a conceptual plan and staffâ&#x20AC;&#x2122;s recommended conditions Recommendation of CPC: Approval, subject to a conceptual plan and conditions Z123-199(WE)

THOROUGHFARE PLAN AMENDMENTS Public Works Department 72.

A public hearing to receive comments to amend the City of Dallasâ&#x20AC;&#x2122; Thoroughfare Plan to (1) change the dimensional classifications of various existing thoroughfares; (2) add various existing roadways not currently designated on the Thoroughfare Plan; and (3) add non-existing roadways to the Thoroughfare Plan, and at the close of the hearing, authorize an ordinance implementing the changes (list attached) - Financing: No cost consideration to the City

MISCELLANEOUS HEARINGS Office of Environmental Quality 73.

A public hearing to receive comments on a proposed municipal setting designation to prohibit the use of groundwater as potable water beneath property owned by Commonwealth Industrial, LLC located at Irving Boulevard and Commonwealth Drive and adjacent street right-of-way, and an ordinance authorizing support of the issuance of a municipal setting designation to Commonwealth Industrial LLC by the Texas Commission on Environmental Quality and prohibiting the use of groundwater beneath the designated property as potable water - Financing: No cost consideration to the City

Office of Financial Services 74.

A public hearing to receive comments on the Proposed FY 2013-14 Consolidated Plan Budget for U.S. Department of Housing and Urban Development Grant Funds and the Proposed FY 2012-13 Reprogramming Budget - Financing: No cost consideration to the City

June 12, 2013

PUBLIC HEARINGS AND RELATED ACTIONS (Continued) MISCELLANEOUS HEARINGS (Continued) Park & Recreation 75.

A public hearing to receive comments on readopting and continuing in effect Chapter 12, "City Youth Program Standards of Care," of the Dallas City Code, to re-establish standards of care for certain City-sponsored youth programs in compliance with State Law; and, at the close of the hearing, approval of an ordinance to readopt Chapter 12 of the Dallas City Code - Financing: No cost consideration to the City

Sustainable Development and Construction 76.

A public hearing to receive comments regarding a proposal to change the name of Sabine Street between Eads Street and North Denley Drive to “Reverend CBT Smith Street” - NC123-001 - Financing: No cost consideration to the City

77.

A public hearing to receive comments regarding a proposal to change the name of Cityplace Drive West between Blackburn Street and Lemmon Avenue East to “Oak Grove Avenue” - NC123-002 - Financing: No cost consideration to the City

78.

A public hearing on an application for and a resolution granting a variance to the alcohol spacing requirements from the James S. Hogg Elementary School required by Section 6-4 of the Dallas City Code to allow a restaurant with a mixed beverage permit pursuant to Chapter 28 of the Texas Alcoholic Beverage Code with a food and beverage certificate [Jonathon’s Oak Cliff] on property on the west side of North Beckley Avenue between El Dorado Avenue and Madison Avenue - Financing: No cost consideration to the City

June 12, 2013

PUBLIC HEARINGS AND RELATED ACTIONS (Continued) MISCELLANEOUS HEARINGS - DESIGNATED PUBLIC SUBSIDY MATTERS Economic Development Design District TIF District

Note: Item Nos. 79 and 80 must be considered collectively.

79.

A public hearing to receive comments on amendments to Tax Increment Financing Reinvestment Zone Number Eight (Design District TIF District) and the Project and Reinvestment Zone Financing Plans for the Design District TIF District to: (1) create two sub-districts within the Design District TIF District: (a) Design District Sub-district (original district boundary and additional property) and (b) Market Center/Stemmons Sub-district; (2) increase the geographic area of the Design District TIF District to create the Market Center/Stemmons Sub-district; (3) increase the geographic area of the Design District TIF District to include certain properties along Slocum Street, Dragon Street, and Riverfront Boulevard in the Design District Sub-District (along with the original boundary area); (4) increase the Design District TIF Districtâ&#x20AC;&#x2122;s total budget from $34,825,000 NPV (approximately $63,736,506 total dollars) to $76,976,666 NPV (approximately $132,433,370 total dollars); (5) authorize an amendment to the participation agreement with Dallas County as a component of this budget increase; (6) recognize the adopted Design District Grant Program in the Plan and make modifications as needed; (7) remove the restriction in the TIF Project Plan for costs associated with structured parking; (8) restructure the TIF budget to consolidate and broaden categories of eligible project costs into the Design District Sub-District (original boundary area plus additional property); a new category for the Market Center/Stemmons Sub-District; and retain the Old Trinity Trail and Administration and Implementation categories; and (9) make corresponding modifications to the Design District TIF District boundary, budget and Project and Reinvestment Zone Financing Plans - Financing: No cost consideration to the City

80.

An ordinance amending Ordinance No. 26021, previously approved on June 8, 2005; as amended, and Ordinance No. 26303, previously approved on April 12, 2006, to reflect these amendments â&#x20AC;&#x201C; Financing: No cost consideration to the City

81.

Authorize an amendment to the City of Dallas Design District Grant Program (Grant Program), previously approved on August 9, 2006, by Resolution No. 06-2072 to: (1) clarify eligible uses including a provision for affordable housing; (2) receive and deposit funds in the amount of $524,600 from Alta Block 1500, LLC, pursuant to Resolution No. 06-2072 for affordable housing to be used in accordance with the Grant Program; and (3) an increase in appropriations in the amount of $524,600 - Financing: Design District TIF District Funds

June 12, 2013

PUBLIC HEARINGS AND RELATED ACTIONS (Continued) MISCELLANEOUS HEARINGS - DESIGNATED PUBLIC SUBSIDY MATTERS (Continued) Economic Development (Continued) Tourism Public Improvement District

Note: Item Nos. 82 and 83 must be considered collectively.

82.

A public hearing to receive comments concerning the 2013 annual assessment rate for the Tourism Public Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code (the Act), for the purpose of increasing hotel activities within the City of Dallas, to be funded by a special assessment on hotel room-nights sold at certain Dallas hotels with 100 or more rooms - Financing: No cost consideration to the City

83.

An ordinance establishing classifications for the apportionment of costs and the methods of assessing special benefits accruing to the hotel properties in the District, approving and adopting the 2013 assessment roll on file with the City Secretary; closing the hearing and levying assessments for the cost of certain services and/or improvements to be provided in the District during 2013; fixing charges and liens against the property in the District and against the owners thereof; providing for the collection of the 2013 assessment; and providing an effective date â&#x20AC;&#x201C; Financing: No cost consideration to the City

84.

A public hearing to receive comments concerning the renewal of the Downtown Improvement District, in accordance with Chapter 372 of the Texas Local Government Code, for the specified area of the Downtown Improvement District for the purpose of providing supplemental public services, to be funded by assessments on real property and real property improvements in the District, and at the close of the hearing, authorize: (1) approval of a resolution renewing the Downtown Improvement District for a period of seven years; (2) approval of the Service Plan for the purpose of providing supplemental public services, to be funded by assessments on real property and real property improvements in the District; and (3) a management contract with the Dallas CBD Enterprises, Inc., a non-profit corporation as the management entity for the Downtown Improvement District - Financing: No cost consideration to the City

June 12, 2013

PUBLIC HEARINGS AND RELATED ACTIONS (Continued) MISCELLANEOUS HEARINGS - DESIGNATED PUBLIC SUBSIDY MATTERS (Continued) Economic Development (Continued) 85.

A public hearing to receive comments concerning the creation of the University Crossing Public Improvement District, in accordance with Chapter 372 of the Texas Local Government Code, for the specified area of the University Crossing Public Improvement District for the purpose of providing supplemental public services, to be funded by assessments on real property and real property improvements in the District, and at the close of the hearing, authorize (1) approval of a resolution creating the University Crossing Public Improvement District for a period of seven years; (2) approval of the Service Plan for the purpose of providing supplemental public services, to be funded by assessments on real property and real property improvements in the District; and (3) a management contract with the University Crossing Improvement District Corporation a non-profit corporation as the management entity for the University Crossing Public Improvement District â&#x20AC;&#x201C; Financing: No cost consideration to the City

June 12, 2013

21 Land Bank (DHADC) Sale of Lots to City Wide Community Development Corporation Agenda Item # 19

Property Address 1. 2. 3. 4. 5.

3710 Opal 3714 Opal 3810 Opal 3816 Opal 3822 Opal

Mapsco 65C 65C 65C 65C 65C

Amount of Non-Tax Liens $ 5,352.39 $ 6,095.47 $20,463.95 $ 3,335.78 $ 2,950.52

June 12, 2013

22 Land Bank (DHADC) Sale of Lots to East Dallas Community Organization Agenda Item # 20

Property Address 1. 4529 Garland 2. 4531 Garland

Mapsco 46K 46K

Amount of Non-Tax Liens $23,952.91 $24,691.08

June 12, 2013

Land Bank (DHADC) Sale of Lots to South Dallas Fair Park/Innercity Community Development Corporation Agenda Item # 21 Property Address 1. 3622 Meadow 2. 3624 Meadow

Mapsco 46U 46U

Amount of Non-Tax Liens $6,214.61 $5,287.14

June 12, 2013

24 DART South Oak Cliff Line Section-3 (SOC-3)

Agenda Item # 42

Property Owner

Address

Lot & Block

Square Feet

2011 Council District

Jimmy Ray Anderson and Vinnie Anderson

2031 Hampshire

Lot 1, W/4374

33,810

Tomas Castro Venegas and Maria A. Castro

2001 Wagon Wheels

Block Z/4377

6,620

Pure Texas Honey

2000 Wagon Wheels

Lot 4, Z/4377

21,860

Jo Ann Smith â&#x20AC;&#x201C; Wilabay

1902 Wagon Wheels

Lot 5, Z/4377 Lot 6, Z/4378

52,468

Tomas Aleman and Juan Aleman

1943 Hampshire

Y/4376

Providence Bank Missouri

6601 S. Lancaster

6896

164,161

Providence Bank Missouri

6601 S. Lancaster

6896

160,559

Providence Bank Missouri

1900 Wheatland

6896, 7612

51,332

154 Lancaster, Ltd.

2100 E. Camp Wisdom 6896

121,780

Parcel

2013 Council District

June 12, 2013

25 Amendments to the City of Dallasâ&#x20AC;&#x2122; Thoroughfare Plan Agenda Item # 72

Existing Thoroughfares with Changes in Dimensional Classifications Change the dimensional classification of Alpha Road from Dallas North Tollway to Noel Road from a six lane divided (M-6-D)(B)* roadway within 90 feet of right-of-way to a special six lane divided (SPCL 6D) roadway within 105 feet of right-of-way, 80 feet of pavement; Change the dimensional classification of Alpha Road from Noel Road to Preston Road from a six lane divided (M-6-D)(B)* roadway within 90 feet of right-of-way to a special six lane divided (SPCL 6D) roadway with bicycle lanes within 117 feet of right-of-way, 92 feet of pavement; Change the dimensional classification of Noel Road from Spring Valley Road to Alpha Road from a six lane divided (M-6-D)(B)* roadway within 90 feet of right-of-way to a special five lane undivided (SPCL 5U) roadway with bicycle lanes within 90 feet of right-of-way, 65 feet of pavement; Change the dimensional classification of Noel Road from Alpha Road to LBJ Freeway from a six lane divided (M-6-D)(B)* roadway within 90 feet of right-of-way to a special five lane undivided (SPCL 5U) roadway within 80 feet of right-of-way, 55 feet of pavement; Change the dimensional classification of Montfort Road from Spring Valley Road to LBJ Freeway from a six lane divided (M-6-D)(B)* roadway within 90 feet of right-of-way to a special six lane divided (SPCL 6D) roadway with bicycle lanes within 117 feet of right-of-way, 92 feet of pavement; Change the dimensional classification of Preston Road from Spring Valley Road to proposed roadway Unnamed FN8 from STUDY to a special six lane divided (SPCL 6D) roadway within 112 feet of right-of-way, 80 feet of pavement; Change the dimensional classification of Preston Road from proposed roadway Unnamed FN8 to LBJ Freeway from STUDY to a special nine lane divided (SPCL 9D) roadway within 145 feet of right-of-way, 113 feet of pavement. Existing Roadways Not Currently Designated on Thoroughfare Plan Add Peterson Lane from Noel Road to Preston Road to the Thoroughfare Plan as a special two lane undivided collector (SPCL 2U) roadway with parking within 69 feet of right-of-way, 44 feet of pavement; Add James Temple Drive from Noel Road to Montfort Drive to the Thoroughfare Plan as a special two lane undivided collector (SPCL 2U) roadway with bicycle lanes and parking within 75 feet of right-of-way, 50 feet of pavement.

June 12, 2013

26 Amendments to the City of Dallasâ&#x20AC;&#x2122; Thoroughfare Plan Agenda Item # 72 (Continued)

Non-Existing Roadways Being Added To Thoroughfare Plan Add Unnamed FN4 from Alpha Road to LBJ Freeway to the Thoroughfare Plan as a special four lane undivided collector (SPCL 4U) roadway within 69 feet of right-of-way, 44 feet of pavement; Add Unnamed FN5 from Alpha Road to LBJ Freeway to the Thoroughfare Plan as a special four lane undivided collector (SPCL 4U) roadway within 69 feet of right-of-way, 44 feet of pavement; Add Unnamed FN6 from Alpha Road to LBJ Freeway to the Thoroughfare Plan as a special four lane undivided collector (SPCL 4U) roadway within 69 feet of right-of-way, 44 feet of pavement; Add Unnamed FN7 from proposed Unnamed FN5 to Preston Road to the Thoroughfare Plan as a special four lane undivided collector (SPCL 4U) roadway within 69 feet of right-of-way, 44 feet of pavement; Add Unnamed FN8 from Noel Road to Preston Road to the Thoroughfare Plan as a special four lane undivided collector (SPCL 4U) roadway within 69 feet of right-of-way, 44 feet of pavement.

June 12, 2013

A closed executive session may be held if the discussion of any of the above agenda items concerns one of the following: 1.

Contemplated or pending litigation, or matters where legal advice is requested of the City Attorney. Section 551.071 of the Texas Open Meetings Act.

The purchase, exchange, lease or value of real property, if the deliberation in an open meeting would have a detrimental effect on the position of the City in negotiations with a third person. Section 551.072 of the Texas Open Meetings Act.

A contract for a prospective gift or donation to the City, if the deliberation in an open meeting would have a detrimental effect on the position of the City in negotiations with a third person. Section 551.073 of the Texas Open Meetings Act.

Personnel matters involving the appointment, employment, evaluation, reassignment, duties, discipline or dismissal of a public officer or employee or to hear a complaint against an officer or employee. Section 551.074 of the Texas Open Meetings Act.

The deployment, or specific occasions for implementation of security personnel or devices. Section 551.076 of the Texas Open Meetings Act.

Deliberations regarding Economic Development negotiations. Section 551.087 of the Texas Open Meetings Act.

AGENDA DATE

June 12, 2013

ITEM IND # OK DEF DISTRICT TYPE

DEPT.

DOLLARS

LOCAL

MWBE

All

PBD, AVI, TWM, WTR

$6,313,391.00

99.69%

N/A

$18,126,742.78

0.00%

$14,957,058.00 $527,997.00

78.16% 27.35%

4 5

All All

C C

PBD, WTR PBD, EBS, CDS, POL, STS, WTR, SAN, AVI PBD, TWM

All

PBD, WTR

$1,289,290.00

0.00%

All

PBD, CON

$951,163.00

91.00%

All

PBD, CDS REV $5,800,000

DESCRIPTION

Approval of Minutes of May 22, 2013 City Council Meeting

14.63% Authorize a three-year master agreement for electrical supplies Authorize a three-year master agreement for chlorine and sulfur dioxide; and a three-year service contract for 0.00% maintenance and testing of sulfur dioxide storage tanks Authorize a one-year master agreement for the purchase of two hundred seventy-two pieces of fleet and equipment; a one-year master agreement for the purchase of eight pieces of fleet equipment; and a one-year master agreement for 0.31% the purchase of four pieces of fleet equipment 38.01% Authorize a service contract for storm drainage management fund financial planning services and fee study Authorize a three-year service contract, with two one-year renewal options, for wastewater flowmeter monitoring 23.00% services Authorize Supplemental Agreement No. 2 to exercise the first renewal option to extend the term of the professional service contract with Grant Thornton LLP for audit of the City's financial operations and grant activities for fiscal year 36.00% ending September 30, 2013 to be completed by September 30, 2014 Authorize Supplemental Agreement No. 3 to exercise the second renewal option to extend the term of the service contract with Linebarger Goggan Blair & Sampson, LLP, with a minimum annual guarantee, for the collection of delinquent fines and fees for City ordinance, traffic and state law violations, excluding parking violations, for the period NA August 1, 2013 through July 31, 2014

N/A

CON

$5,868,825.00

N/A

CON

N/A

CON

All

CCS

REV $-10,000

All

CCS

REV $-160,000

N/A

CIS

REV $7,116

Authorize amendments to Ordinance No. 28060 to: extend the City of Dallas, Texas General Obligation Commercial Paper Notes Series 2010A, and Series 2010C short term obligations in an aggregate principal amount not to exceed $350,000,000; authorize such short term obligations to be issued, sold, and delivered in the form of commercial paper notes; making certain covenants and agreements in connection therewith; establish the tenor of the program for the issuance of the remaining $642,000,000 in the 2012 Bond Program, $499,275,000 in the 2006 Bond Program and the remaining $33,037,600 in the 1998 Bond Program, which is estimated to be within a three year period; resolving other matters related to the issuance, sale, security and delivery of such short term obligations, including; authorizing a thirtysix-month $200,000,000 Credit Agreement with J.P. Morgan Chase Bank, N.A., and a thirty-six-month $150,000,000 Credit Agreement with Wells Fargo Bank, N.A.; the continued use of U.S. Bank National Association as the Issuing and Paying Agent under existing agreements; the continued use of Jefferies LLC as the dealer under existing Dealer Agreement; and approving the payment of issuance costs in connection with the issuance of the short term obligations; approving the use of an Offering Memorandum in connection with the sale of the short term obligations; and providing an effective date Authorize the preparation of plans for issuance of General Obligation Refunding and Improvement Bonds, Series 2013A/B Authorize the preparation of plans for issuance in Waterworks and Sewer System Revenue Refunding Bonds, Series 2013 An ordinance amending Chapter 50, 51A, and 52 of the Dallas City Code to: define terms; provide for the licensing, operation, and regulation of street vendors; require identification badges for street vendors and their agents; establish license and badge fees; establish dress and conduct standards for street vendors; allow vending on private property without a certificate of occupancy if the vendor possesses a mobile food establishment permit or a Central Business District concession license and has the property owner's consent; make certain non-substantive changes; provide transitional provisions; and provide minimum and maximum penalties An ordinance amending Chapter 51 and 51A of the Dallas City Code to: allow occasional sales on an approved surface; amend the fee schedule for occasional sale permits; provide that signs advertising an occasional sale may be located at remote locations with the permission of the owner of the remote location; provide a penalty not to exceed $2,000; provide a saving clause; provide a severability clause; and provide an effective date Authorize a five-year Interlocal Agreement with the City of Cockrell Hill to provide the City of Cockrell Hill with two-way radio maintenance service and radio system airtime for the period June 1, 2013 through May 31, 2018

Page 1

AGENDA DATE

June 12, 2013

ITEM IND # OK DEF DISTRICT TYPE

DEPT.

DOLLARS

LOCAL

MWBE

DESCRIPTION

ECO

Authorize a public hearing to be held on June 26, 2013 to receive comments concerning the creation of City of Dallas Reinvestment Zone No. 80 located at 3504 North Central Expressway, Dallas, Texas; and, at the close of the hearing, consideration of an ordinance creating City of Dallas Reinvestment Zone No. 80; and a 50 percent real property tax abatement for ten years with SBR Real Estate Holdings, LP (SBR) associated with the development of a high-rise office building Authorize a public hearing to be held on June 26, 2013 to receive comments concerning the creation of City of Dallas Reinvestment Zone No. 81 located on the east side of the 4800 block of Mountain Creek Parkway, north of Merrifield Road in Dallas, Texas; and, at the close of the hearing, consideration of an ordinance creating City of Dallas Reinvestment Zone No. 81; and a 90 percent real property tax abatement for ten years with Mt. Creek Investments, Ltd. associated with construction of a two-phase speculative industrial/warehouse development with a combined total of 1,200,000 square feet

ECO

Authorize a Multiple Use Agreement with the Texas Department of Transportation (TXDOT) to cross underneath the IH35E right-of-way to construct and maintain the Edison/Hi Line Sustainable Development Infrastructure Project

2, 7 ,14

ECO

HOU

All

HOU

OCA

$130,400.00

OCA

$116,400.00

OCA

REV $735,000

Authorize a public hearing to be held on August 14, 2013 to receive comments concerning the renewal of the Deep Ellum Public Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the Deep Ellum area, for the purpose of providing supplemental public services, to be funded by assessments on real property and real property improvements in the District, and at the closing of the hearing, a resolution approving creation of the District for seven years and approval of the Districtâ&#x20AC;&#x2122;s Service Plan for 2014-2020 Authorize approval of the development plan submitted to the Dallas Housing Acquisition and Development Corporation by City Wide Community Development Corporation for the construction of affordable houses; the sale of 5 vacant lots from Dallas Housing Acquisition and Development Corporation to City Wide Community Development Corporation; and execution of a release of lien for any non-tax liens on the 5 properties that may have been filed by the City non-tax liens included in the foreclosure judgment, pre-judgment non-tax liens not included in the judgment, and post-judgment nontax liens, if any Authorize approval of the development plan submitted to the Dallas Housing Acquisition and Development Corporation by East Dallas Community Organization for the construction of affordable houses; the sale of 2 vacant lots from Dallas Housing Acquisition and Development Corporation to East Dallas Community Organization; and execution of a release of lien for any non-tax liens on the 2 properties that may have been filed by the City non-tax liens included in the foreclosure judgment, pre-judgment non-tax liens not included in the judgment, and post-judgment non-tax liens, if any Authorize approval of the development plan submitted to the Dallas Housing Acquisition and Development Corporation by South Dallas Fair Park/Innercity Community Development Corporation for the construction of affordable houses; the sale of 2 vacant lots from Dallas Housing Acquisition and Development Corporation to South Dallas Fair Park/Innercity Community Development Corporation; and execution of a release of lien for any non-tax liens on the 2 properties that may have been filed by the City non-tax liens included in the foreclosure judgment, pre-judgment non-tax liens not included in the judgment, and post-judgment non-tax liens, if any Authorize the expansion of the Oak Cliff-Marsalis Neighborhood Investment Program target area to include the 200 block of West 7th Street for street and streetscape, and gateway improvements to the Bishop Arts District

Authorize the release of lien and deed restrictions on a secured, no interest, forgivable loan with Legacy Counseling Center, Inc., for non-substantial rehabilitation at the Legacy Founders Cottage located at 828 South Tyler Street Authorize the third amendment to the contract with the Department of State Health Services to accept additional grant funds for the continuation of the Special Supplemental Nutrition Program for the Women, Infants and Children Program for the period April 1, 2013 through September 30, 2013 NA NA Authorize a contract with Frances Bagley, LLC for the fabrication and installation of a site-specific artwork at the Elm 100.00% 100.00% Fork Athletic Complex located at 2100 Walnut Hill Lane Authorize a contract with Legge Lewis Legge LLC for the fabrication and installation of a site-specific artwork at the 0.00% 0.00% Dallas Arboretum located at 8525 Garland Road NA

AGENDA DATE

June 12, 2013

ITEM IND # OK DEF DISTRICT TYPE

DEPT.

DOLLARS

$118,400.00 $150,700.00 $110,000.00

LOCAL

28 29 30

1 3 10

C C C

PKR PKR PKR

PKR

All

POL

1, 3

PBW

PBW, WTR

All

PBW

$6,486,443.00

100.00%

PBW

$158,635.00

29.44%

PBW

PBW, CES

$247,263.00

84.03%

MWBE

DESCRIPTION

100.00% 33.55% Authorize a contract for construction of a new park pavilion at Kidd Springs Park located at 700 West Canty Street 100.00% 28.30% Authorize a contract for reconstruction of an historic pergola at Kiest Park located at 3080 South Hampton Road 100.00% 30.02% Authorize a contract for construction of a new park pavilion at McCree Park located at 9016 Plano Road Authorize Supplemental Agreement No. 3 to the professional services contract with Aguirre Roden, Inc. for a structural $4,235.00 100.00% 100.00% study of the Anita Martinez Recreation Center located at 3212 North Winnetka Avenue Authorize an Interlocal Agreement with Tarrant County Criminal District Attorney, Tarrant County Sheriffâ&#x20AC;&#x2122;s Office, Anderson County Criminal District Attorney, and the Texas Office of the Attorney General to share the proceeds received by the Tarrant County Criminal District Attorney for asset seizures and forfeitures under Chapter 59 of the Texas Code of Criminal Procedure REV $230,000 NA NA Authorize a professional services contract with Lina T. Ramey & Associates, Inc. for the engineering design of sidewalk $209,789.40 100.00% 100.00% enhancements for the Colorado Boulevard/Beckley Avenue area Authorize a professional services contract with Freese and Nichols, Inc. for the engineering design of street and $747,840.00 99.50% 25.66% thoroughfare improvements for South Lamar Street from Interstate 45 to Emery Street Authorize twenty-four month construction service contracts with three twelve-month renewal options to perform job order contracting services with Chamberlin Dallas, LLC, Kellogg Brown and Root, LLC , and METCO Engineering, Inc. Olive Street Extension of The Mckinney Avenue Trolley: Authorize an increase in the contract with Gibson & Associates, Inc. for the construction of granite pavers at trolley stops and additional items for the McKinney Avenue 35.91% Trolley Olive Street Extension Project Olive Street Extension of The Mckinney Avenue Trolley: Authorize a participation agreement with the Downtown Improvement District for the construction of granite pavers at trolley stops and additional items for the McKinney Avenue Trolley Olive Street Extension Project; the receipt and deposit of funds from the Downtown Improvement District in an amount not to exceed $158,635 NA 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, 41.12% and the Administration Building at the Dallas Convention Center 0.00%

N/A

SAN

DEV, PBW

$21,300.00

DEV, PBW

$18,530.00

5, 8

DEV

REV $5,400

DEV

REV $1,000

TWM

$147,512.00

40.07%

WTR

$1,446,313.00

95.36%

All

WTR

REV $10,912,142

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 Authorize acquisition from George P. Shropulos and Millie L. Shropulos, of approximately 21,779 square feet of land located near the intersection of Wheatland and Houston School Roads for the Wheatland Road Improvement Project Authorize acquisition from Westdale Properties America I, LTD, of approximately 482 square feet of land located near the intersection of Pacific Avenue and Hawkins Street for the Cesar Chavez Boulevard and Pearl Street from Commerce Street to Live Oak Boulevard Project Authorize the exercise of the right of eminent domain, if such becomes necessary, by Dallas Area Rapid Transit of nine tracts of land for the construction of the South Oak Cliff Line Section-3 Project

An ordinance abandoning a portion of a sanitary sewer easement to TRG Wycliff, L.P., the abutting owner, containing approximately 5,089 square feet of land, located near the intersection of Congress and Wycliff Avenues An ordinance granting renewal of a private license to Greenville 2100, LTD. for the use of approximately 371 square feet of land to maintain an existing sidewalk cafĂŠ on Greenville Avenue located near the intersection of Greenville and Prospect Avenues NA Authorize Supplemental Agreement No. 6 to the professional services contract with Halff Associates, Inc. to investigate, identify and potentially relocate threatened fresh water mussels from a section of the Trinity River within the 25.66% construction impact limits of the Continental Avenue Bridge Authorize a professional services contract with HDR Engineering, Inc. to provide engineering services for the design of 25.94% a new peak flow storage basin at the Southside Wastewater Treatment Plant Authorize a thirty-year contract with the City of Carrollton to continue providing treated water services, from June 29, NA 2013 through June 28, 2043 NA

Page 3

AGENDA DATE

June 12, 2013

ITEM IND # OK DEF DISTRICT TYPE

DEPT.

DOLLARS

LOCAL

All

WTR

REV $3,952,667

WTR

$232,880.00

11.89%

WTR, TWM

$1,631,750.00

14.82%

N/A

SEC

N/A

ECO

$1,850,000.00

MWBE

DESCRIPTION

Authorize a thirty-year contract with the City of DeSoto to continue providing treated water services, from August 24, 2013 through August 23, 2043 NA Authorize an increase in the contract with Davis Construction, Inc. d/b/a DCI Contracting, Inc. for additional work associated with the construction of concrete drilled piers, rock anchors and extended coffer dam maintenance for 25.13% completion of the 72-inch Water Transmission Main Protection, Phase II Bank Stabilization Project Authorize an increase in the contract with Magnus Pacific Corporation for additional work associated with the installation 12.92% of an underground slurry cutoff wall Consideration of appointments to boards and commissions and the evaluation and duties of board and commission members (List of nominees is available in the City Secretary's Office) N/A Authorize a 12-month extension to the Chapter 380 economic development loan agreement with Lakewest ALF Realty, LLC, previously approved on April 27, 2011, pursuant to Resolution No. 11-1188, related to the development of a senior assisted living center located at 2696 Bickers, Dallas, Texas 75212; and the acceptance, receipt and deposit of funds in an amount up to $195,000 NA Grocers Supply: Authorize a 90 percent real property tax abatement agreement for 10 years with Grocers Supply Co. Inc., subject to acquisition of the property, for a new warehouse facility of 740,000 square feet located on approximately 129 acres within an Enterprise Zone at the intersection of Cleveland Road and Blanco Road in Dallas pursuant to the City’s Public/Private Partnership Program NA Grocers Supply: Authorize a Chapter 380 economic development grant agreement pursuant to the Public/Private Partnership Program with Grocers Supply Co., Inc. in an amount up to $1,850,000 associated with the site acquisition and new facility construction of a warehouse facility to be constructed on 129 acres at the intersection of Cleveland Road and Blanco Road in Dallas NA

ECO

$1,445,000.00

ECO

$2,000,000.00

ECO

$2,800,000.00

ECO

TCDFW Development Inc.: Authorize a real property tax abatement agreement with TCDFW Development Inc. located on approximately 46.47 acres south of IH-20, between Hampton Road and Polk Street in the amount of 90 percent on the value of real property improvements for 10 years in accordance with the City's Public/Private Partnership Program TCDFW Development Inc.: Authorize a Chapter 380 economic development grant agreement in an amount not to exceed $1,445,000 with TCDFW Development Inc. related to the construction of an 800,000 square foot speculative industrial/warehouse facility, pursuant to Chapter 380 of the Texas Local Government Code in accordance with the City's Public/Private Partnership Program City Center TIF District - City Center Sub-District: Authorize a development agreement with Alterra 211 N. Ervay, LLC, to reimburse eligible project costs for environmental remediation and demolition, public infrastructure improvements and façade restoration associated with the 211 North Ervay redevelopment project, in an amount not to exceed $2,000,000, of which $150,000 is in the form of an Economic Development TIF Grant, from revenues accruing to Tax Increment Financing Reinvestment Zone Five (City Center TIF District) City Center TIF District - City Center Sub-District: A resolution declaring the intent of Tax Increment Financing District Reinvestment Zone Number Five (City Center TIF District) to reimburse Alterra 211 N. Ervay, LLC, up to $2,000,000, of which $150,000 is in the form of an Economic Development TIF Grant, for eligible project costs pursuant to the development agreement with Alterra 211 N. Ervay, LLC City Center TIF District - Lamar Corridor/West End Sub-District: Authorize a development agreement with Purse Development Company, LLC, to reimburse eligible project costs related to environmental remediation and demolition, public infrastructure improvements and historic façade restoration associated with the Purse & Co. Lofts redevelopment project (601 Elm Street) in an amount not to exceed $2,800,000, from revenues accruing to Tax Increment Financing Reinvestment Zone Five (City Center TIF District) City Center TIF District - Lamar Corridor/West End Sub-District: A resolution declaring the intent of Tax Increment Financing District Reinvestment Zone Number Five (City Center TIF District) to reimburse Purse Development Company, LLC, up to $2,800,000, for TIF-eligible project costs pursuant to the development agreement with Purse Development Company, LLC

Page 4

AGENDA DATE

June 12, 2013

ITEM IND # OK DEF DISTRICT TYPE

DEPT.

DOLLARS

LOCAL

MWBE

HOU

$1,500,000.00

HOU

$85,000.00

4, 7

HOU

DEV

DESCRIPTION

Authorize a conditional grant agreement with Central Dallas Community Development Corporation, or its wholly owned subsidiary, to provide funding for the construction of fifty permanent supportive housing units at 1531 Malcolm X Boulevard Authorize a loan in the amount of $85,000 at 0% interest to 2000 Roses Foundation, Inc. for the development of two properties located at 220 North Cliff Street and 1102 East Ninth Street to provide funding for a portion of the residential component of the Economic Development Project on Ninth Street Authorize on-site reconstruction of five homes in accordance with the requirements of the Reconstruction/SHARE Program Statement for the properties located at: 323 East Woodin Boulevard; 2742 Custer Drive; 2734 Locust Avenue; 1558 East Ohio Avenue; and 3500 Pondrom Street A public hearing to receive comments regarding an application for and an ordinance granting a CC Community Commercial Subdistrict on property zoned a D(A) Duplex Subdistrict, an NC Neighborhood Commercial Subdistrict and an R-5(A) Single Family Subdistrict in Planned Development District No. 595, the South Dallas/Fair Park Special Purpose District, on the south corner of South Fitzhugh Avenue and Lagow Street A public hearing to receive comments regarding an application for and an ordinance granting a renewal of Specific Use Permit No. 1707 for a Tattoo studio on property within the Tract A portion of Planned Development District No. 269, the Deep Ellum/Near East Side Special Purpose District, on the northwest line of Main Street, east of Crowdus Street A public hearing to receive comments regarding an application for and an ordinance granting a Specific Use Permit for a child-care facility on property zoned an R-7.5(A) Single Family District on the east side of South Lancaster Boulevard, north of Sylvia Street A public hearing to receive comments regarding an application for and an ordinance granting a CS Commercial Service District on property zoned an IR Industrial Research District on the northeast corner of Harry Hines Boulevard and Storey Lane A public hearing to receive comments regarding an application for and an ordinance granting a Specific Use Permit for an alcoholic beverage establishment use limited to a bar, lounge or tavern and a commercial amusement (inside) use limited to a dance hall within Planned Development District No. 619 for mixed uses and a H/48 Historic District on the southwest corner of Pacific Avenue and Harwood Street A public hearing to receive comments regarding an application for and an ordinance granting a Planned Development Subdistrict for O-2 Office Subdistrict Uses on property zoned an O-2 Office Subdistrict within Planned Development District No. 193, the Oak Lawn Special Purpose District, and a resolution accepting the termination of deed restrictions on the northwest line of Travis Street, between Lemmon Avenue East and Lemmon Avenue West A public hearing to receive comments regarding a City Plan Commission authorized hearing to determine proper zoning on property zoned Planned Development District No. 22, Planned Development District No. 130, Planned Development District No. 215, Planned Development District No. 250, Planned Development District No. 279, Planned Development District No. 322, Planned Development District No. 423, Planned Development District No. 713, Planned Development District No. 782, a CR Community Retail District with deed restrictions on a portion, a CS Commercial Service District, a GO(A) General Office District with deed restrictions on a portion, an RR Regional Retail District with deed restrictions on a portion and Specific Use Permit Nos. 1335, 1389, 1390 on a portion, an LO-2 Limited Office District with deed restrictions on a portion, an NO(A) Neighborhood Office District, an MO-2 Mid-range Office District, an MF-1(A) Multifamily District, an MF-4(A) Multifamily District, an MU-1 Mixed Use District with deed restre Issuing and Paying Agent under existing agreements; the continued use of Jefferies LLC as the dealer under existing Dealer Agreement; and approving the payment of issuance costs in connection with the issuance of the short term obligations; approving the use of an Offering Memorandum in connection with the sale of the short term obligations; and providing an effective dateundary area plus additional property); a new category for the Market Center/Stemmons Sub-District; and retain the Old Trinity Trail and Administration and Implementation categories; and make corresponding modifications to the Design District TIF District boundary, budget and Project and Reinvestment Zone Financing Plans

AGENDA DATE

June 12, 2013

ITEM IND # OK DEF DISTRICT TYPE

DEPT.

DOLLARS

LOCAL

MWBE

PBW

OEQ

N/A

OFS

All

PKR

DEV

ECO

DESCRIPTION

A public hearing to receive comments to amend the City of Dallas’ Thoroughfare Plan to change the dimensional classifications of various existing thoroughfares; add various existing roadways not currently designated on the Thoroughfare Plan; and add non-existing roadways to the Thoroughfare Plan, and at the close of the hearing, authorize an ordinance implementing the changes A public hearing to receive comments on a proposed municipal setting designation to prohibit the use of groundwater as potable water beneath property owned by Commonwealth Industrial, LLC located at Irving Boulevard and Commonwealth Drive and adjacent street right-of-way, and an ordinance authorizing support of the issuance of a municipal setting designation to Commonwealth Industrial LLC by the Texas Commission on Environmental Quality and prohibiting the use of groundwater beneath the designated property as potable water A public hearing to receive comments on the Proposed FY 2013-14 Consolidated Plan Budget for U.S. Department of Housing and Urban Development Grant Funds and the Proposed FY 2012-13 Reprogramming Budget A public hearing to receive comments on readopting and continuing in effect Chapter 12, "City Youth Program Standards of Care," of the Dallas City Code, to re-establish standards of care for certain City-sponsored youth programs in compliance with State Law; and, at the close of the hearing, approval of an ordinance to readopt Chapter 12 of the Dallas City Code A public hearing to receive comments regarding a proposal to change the name of Sabine Street between Eads Street and North Denley Drive to “Reverend CBT Smith Street” - NC123-001 A public hearing to receive comments regarding a proposal to change the name of Cityplace Drive West between Blackburn Street and Lemmon Avenue East to “Oak Grove Avenue” - NC123-002 A public hearing on an application for and a resolution granting a variance to the alcohol spacing requirements from the James S. Hogg Elementary School required by Section 6-4 of the Dallas City Code to allow a restaurant with a mixed beverage permit pursuant to Chapter 28 of the Texas Alcoholic Beverage Code with a food and beverage certificate [Jonathon’s Oak Cliff] on property on the west side of North Beckley Avenue between El Dorado Avenue and Madison Avenue A public hearing to receive comments on amendments to Tax Increment Financing Reinvestment Zone Number Eight (Design District TIF District) and the Project and Reinvestment Zone Financing Plans for the Design District TIF District to: create two sub-districts within the Design District TIF District: Design District Sub-district (original district boundary and additional property) and Market Center/Stemmons Sub-district; increase the geographic area of the Design District TIF District to create the Market Center/Stemmons Sub-district; increase the geographic area of the Design District TIF District to include certain properties along Slocum Street, Dragon Street, and Riverfront Boulevard in the Design District Sub-District (along with the original boundary area); increase the Design District TIF District’s total budget from $34,825,000 NPV (approximately $63,736,506 total dollars) to $76,976,666 NPV (approximately $132,433,370 total dollars); authorize an amendment to the participation agreement with Dallas County as a component of this budget increase; recognize the adopted Design District Grant Program in the Plan and make modifications as needed; remove the restriction in the TIF Project Plan for costs associated with structured parking; restructure the TIF budget to consolidate and broaden categories of eligible project costs into the Design District Sub-District (original boundary area plus additional property); a new category for the Market Center/Stemmons Sub-District; and retain the Old Trinity Trail and Administration and Implementation categories; and make corresponding modifications to the Design District TIF District boundary, budget and Project and Reinvestment Zone Financing Plans

Page 6

AGENDA DATE

June 12, 2013

ITEM IND # OK DEF DISTRICT TYPE

DEPT.

DOLLARS

LOCAL

MWBE

ECO

$524,600.00

2 2, 6, 7, 8, 9, 10, 11, 12, 13, 14

ECO

2, 6, 7, 8, 9, 10, 11, 12, 13, 14

ECO

2, 14

ECO

TOTAL

DESCRIPTION

Design District TIF District: An ordinance amending Ordinance No. 26021, previously approved on June 8, 2005; as amended, and Ordinance No. 26303, previously approved on April 12, 2006, to reflect these amendments Authorize an amendment to the City of Dallas Design District Grant Program (Grant Program), previously approved on August 9, 2006, by Resolution No. 06-2072 to: clarify eligible uses including a provision for affordable housing; receive and deposit funds in the amount of $524,600 from Alta Block 1500, LLC, pursuant to Resolution No. 06-2072 for affordable housing to be used in accordance with the Grant Program Tourism Public Improvement District: A public hearing to receive comments concerning the 2013 annual assessment rate for the Tourism Public Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code (the Act), for the purpose of increasing hotel activities within the City of Dallas, to be funded by a special assessment on hotel room-nights sold at certain Dallas hotels with 100 or more rooms Tourism Public Improvement District: An ordinance establishing classifications for the apportionment of costs and the methods of assessing special benefits accruing to the hotel properties in the District, approving and adopting the 2013 assessment roll on file with the City Secretary; closing the hearing and levying assessments for the cost of certain services and/or improvements to be provided in the District during 2013; fixing charges and liens against the property in the District and against the owners thereof; providing for the collection of the 2013 assessment; and providing an effective date A public hearing to receive comments concerning the renewal of the Downtown Improvement District, in accordance with Chapter 372 of the Texas Local Government Code, for the specified area of the Downtown Improvement District for the purpose of providing supplemental public services, to be funded by assessments on real property and real property improvements in the District, and at the close of the hearing, authorize: approval of a resolution renewing the Downtown Improvement District for a period of seven years; approval of the Service Plan for the purpose of providing supplemental public services, to be funded by assessments on real property and real property improvements in the District; and a management contract with the Dallas CBD Enterprises, Inc., a non-profit corporation as the management entity for the Downtown Improvement District A public hearing to receive comments concerning the creation of the University Crossing Public Improvement District, in accordance with Chapter 372 of the Texas Local Government Code, for the specified area of the University Crossing Public Improvement District for the purpose of providing supplemental public services, to be funded by assessments on real property and real property improvements in the District, and at the close of the hearing, authorize approval of a resolution creating the University Crossing Public Improvement District for a period of seven years; approval of the Service Plan for the purpose of providing supplemental public services, to be funded by assessments on real property and real property improvements in the District; and a management contract with the University Crossing Improvement District Corporation a non-profit corporation as the management entity for the University Crossing Public Improvement District

$70,217,457.18

Page 7

AGENDA ITEM # 2 KEY FOCUS AREA:

A Cleaner, Healthier City Environment

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Business Development & Procurement Services Aviation Trinity Watershed Management Water Utilities

CMO:

Jeanne Chipperfield, 670-7804 A. C. Gonzalez, 671-8925 Jill A. Jordan, P.E., 670-5299 Forest E. Turner, 670-3390

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize a three-year master agreement for electrical supplies â&#x20AC;&#x201C; Trinity Electric Supply Co. in the amount of $5,982,801 and AWC, Inc. in the amount of $330,590, lowest responsible bidders of five - Total not to exceed $6,313,391 - Financing: Current Funds ($2,566,391), Water Utilities Current Funds ($2,710,000), Stormwater Drainage Management Current Funds ($740,000) and Aviation Current Funds ($297,000) BACKGROUND This action does not encumber funds; the purpose of a master agreement is to establish firm pricing for goods, for a specific term, which are ordered on an as needed basis. This master agreement will provide various types of electrical supplies that will be used in maintenance of all City existing facilities such as: Park and Recreation facilities Libraries Convention Center City Hall Love Field Airport Police and fire stations

BACKGROUND (Continued) This agreement will be used to purchase electrical items such as conduit, lighting fixtures, switches, motors, starters, transformers, testing equipment, wire, monitoring equipment, relays, ballast, fuses, electrical safety related equipment and tools. Street Services will utilize this agreement for maintaining traffic control systems by supplying parts that will be used in the relocation, installation, and maintenance of the traffic system. This agreement will also be used to maintain the citywide Communication and Information Service data infrastructure by supplying fiber optic cables, connectors, mini-com boxes, media cable patches and accessories necessary to help maintain the local area network and wide area network. Water Utilities and Equipment and Building Services Departments will use this agreement to replenish warehouse locations with electrical parts and supplies necessary for the maintenance of City facilities. This solicitation was structured in a manner which required bidders to submit a percentage discount from Trader Service Pro catalog; this bid resulted in an average discount of 80.25% compared to an average discount of 78.66% received in 2010. As part of the solicitation process and in an effort to increase competition, Business Development and Procurement Services (BDPS) used its procurement system to send out 292 email bid notifications to vendors registered under respective commodities. To further increase competition, BDPS uses historical solicitation information, the internet, and vendor contact information obtained from user departments to contact additional vendors by phone. Additionally, in an effort to secure more bids, notifications were sent by the BDPS’ ResourceLINK Team (RLT) to 25 chambers of commerce, the DFW Minority Business Council and the Women’s Business Council – Southwest, to ensure maximum vendor outreach. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On November 12, 2007, City Council authorized a thirty-six-month master agreement for electrical supplies to be used in new construction, maintenance and repairs at various City facilities by Resolution No. 07-3282. On October 26, 2010, City Council authorized a three-year master agreement for electrical supplies by Resolution No. 10-2725. FISCAL INFORMATION $2,566,391.00 - Current Funds $2,710,000.00 - Water Utilities Current Funds $ 740,000.00 - Stormwater Drainage Management Current Funds $ 297,000.00 - Aviation Current Funds

Agenda Date 06/12/2013 - page 2

M/WBE INFORMATION 59 - Vendors contacted 59 - No response 0 - Response (Bid) 0 - Response (No bid) 0 - Successful 292 - M/WBE and Non-M/WBE vendors were contacted The recommended awardees have 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 Trinity Electric Supply Co. White Male Black Male Hispanic Male Other Male

6 1 1 0

White Female Black Female Hispanic Female Other Female

2 2 1 0

10 1 2 2

White Female Black Female Hispanic Female Other Female

3 0 1 1

AWC, Inc. White Male Black Male Hispanic Male Other Male BID INFORMATION The following bids were received from solicitation number BU1303 and was opened on March 21, 2013. This master agreement is being awarded to the lowest responsive and responsible bidders by group. *Denotes successful bidders Bidders

Address

Amount of Bid

*Trinity Electric Supply Co.

2928 Irving Blvd. Dallas, TX 75247

Multiple Groups

*AWC, Inc.

10610 Newkirk St. Suite 105 Dallas, TX 75220

Multiple Groups

Agenda Date 06/12/2013 - page 3

BID INFORMATION (Continued) Bidders

Address

Amount of Bid

Wesco Distribution, Inc.

13757 Stemmons Fwy. Dallas, TX 75234

Multiple Groups

Summit Electric Supply Company, Inc.

2646 Manana Dr. Dallas, TX 75220

Multiple Groups

Crawford Electrical Supply Company, Inc.

10444 N. Stemmons Fwy. Multiple Groups Dallas, TX 75220

OWNERS Trinity Electric Supply Co. Benjamin Hansford Love, President Kevin D. Mosley, Vice President AWC, Inc. Bob Wenyon, President David Honeycutt, Vice President

Agenda Date 06/12/2013 - page 4

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize a three-year master agreement for electrical supplies â&#x20AC;&#x201C; Trinity Electric Supply Co. in the amount of $5,982,801 and AWC, Inc. in the amount of $330,590, lowest responsible bidders of five - Total not to exceed $6,313,391 Financing: Current Funds ($2,566,391), Water Utilities Current Funds ($2,710,000), Stormwater Drainage Management Current Funds ($740,000) and Aviation Current Funds ($297,000) Trinity Electric Supply Co. and AWC, Inc. are local, non-minority firms, have signed the "Business Inclusion & Development" documentation, and proposes to use the following sub-contractors. PROJECT CATEGORY: Goods _______________________________________________________________ LOCAL/NON-LOCAL CONTRACT SUMMARY Amount

Percent

Total local contracts Total non-local contracts

$6,293,555.60 $19,835.40

99.69% 0.31%

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

TOTAL CONTRACT

$6,313,391.00

100.00%

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

Certification

Duran Industries, Inc DX Electric Company SupaTech, Inc.

HMDB50415Y0913 WFWB54957N0913 WFDB54673Y0813

Total Minority - Local

Amount

Percent

$598,280.10 $299,140.48 $6,611.90

9.51% 4.75% 0.11%

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

$904,032.48

14.36%

Amount

Percent

Non-Local Contractors / Sub-Contractors Non-local

Certification

Blue Star Electric, LLC

WFWB54369Y0713

Total Minority - Non-local

$19,835.40

100.00%

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

$19,835.40

100.00%

TOTAL M/WBE CONTRACT PARTICIPATION Local

Percent

Local & Non-Local

Percent

African American Hispanic American Asian American Native American WBE

$0.00 $598,280.10 $0.00 $0.00 $305,752.38

0.00% 9.51% 0.00% 0.00% 4.86%

$0.00 $598,280.10 $0.00 $0.00 $325,587.78

0.00% 9.48% 0.00% 0.00% 5.16%

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

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

Total

$904,032.48

14.36%

$923,867.88

14.63%

COUNCIL CHAMBER

June 12, 2013 WHEREAS, on November 12, 2007, City Council authorized a thirty-six-month master agreement for electrical supplies to be used in new construction, maintenance and repairs at various City facilities by Resolution No. 07-3282; and, WHEREAS, on October 26, 2010, City Council authorized a three-year master agreement for electrical supplies by Resolution No. 10-2725; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That a master agreement for the purchase of electrical supplies is authorized with Trinity Electric Supply Co. (VC0000008306) in the amount of $5,982,800.96 and AWC, Inc. (165147) in the amount of $330,590.04 for a term of three years in a total amount not to exceed $6,313,391.00. Section 2. That the Purchasing Agent is authorized, upon appropriate request and documented need by a user department, to issue a purchase order for electrical supplies. If a written contract is required or requested for any or all purchases of electrical supplies under the master agreement instead of individual purchase orders, the City Manager is authorized to execute the contract upon approval as to form by the City Attorney. Section 3. That the City Controller is authorized to disburse funds in an amount not to exceed $6,313,391.00. 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.

KEY FOCUS AREA:

AGENDA ITEM # 3 Make Government More Efficient, Effective and Economical

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

N/A

DEPARTMENT:

Business Development & Procurement Services Water Utilities

CMO:

Jeanne Chipperfield, 670-7804 Forest E. Turner, 670-3390

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize (1) a three-year master agreement for chlorine and sulfur dioxide - Brenntag Southwest, Inc. in the amount of $16,419,300 and Calabrian Corporation in the amount of $1,459,793; and (2) a three-year service contract for maintenance and testing of sulfur dioxide storage tanks - DPC Industries Company in the amount of $247,650, lowest responsible bidders of three - Total not to exceed $18,126,743 - Financing: Water Utilities Current Funds ($247,650 subject to annual appropriations) BACKGROUND This action does not encumber funds; the purpose of a master agreement is to establish firm pricing for goods and services, for a specific term, which are ordered on an as needed basis. This three-year master agreement will be used by Dallas Water Utilities to purchase liquid chlorine delivered by railcar and sulfur dioxide. This agreement will establish services, testing and maintenance for sulfur dioxide storage tanks. Chlorine is used at the purification plants to disinfect drinking water as required by the United States Environmental Protection Agency and Texas Commission on Environmental Quality. The chemical will be used at the wastewater treatment plant to kill algae and control odor. In order to meet the regulatory requirements, sufficient chlorine must be added to maintain a specified residual level. However, since chlorine is toxic to fish and other wildlife, state and federal regulations also require that the residual chlorine be removed prior to discharging the treated wastewater effluent to the Trinity River. Therefore, sulfur dioxide is used at the wastewater treatment plants for the removal of the residual chlorine in the final effluent from the wastewater treatment plants per state and federal regulations.

BACKGROUND (Continued) Water Utilities department provides service to an estimated 2 million people in Dallas and surrounding communities. On average, the City pumps over 367 million gallons of water per day. As part of the solicitation process and in an effort to increase competition, Business Development and Procurement Services (BDPS) used its procurement system to send out 158 email bid notifications to vendors registered under respective commodities. To further increase competition, BDPS uses historical solicitation information, the internet and vendor contact information obtained from user departments to contact additional vendors by phone. Additionally, in an effort to secure more bids, notifications were sent by the BDPS’ ResourceLINK team (RLT) to 25 chambers of commerce, the DFW Minority Business Council and the Women’s Business Council – Southwest, to ensure maximum vendor outreach. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On October 24, 2007, City Council authorized a thirty-six-month master agreement for liquid chlorine to be used by Dallas Water Utilities by Resolution No. 07-3136. On August 13, 2008, City Council authorized a thirty-six-month master agreement for sulfur dioxide for the removal of residual chlorine at the Central and Southside Wastewater Treatment Plants by Resolution No. 08-2021. FISCAL INFORMATION $18,126,742.78 – Water Utilities Current Funds (subject to annual appropriations) M/WBE INFORMATION 18 - Vendors contacted 18 - No response 0 - Response (Bid) 0 - Response (No Bid) 0 - Successful 158 – M/WBE and Non-M/WBE vendors were contacted The recommended awardees have fulfilled the good faith requirements set forth in the Business Inclusion and Development (BID) Plan adopted by Council Resolution No. 08-2826 as amended.

Agenda Date 06/12/2013 - page 2

ETHNIC COMPOSITION Brenntag Southwest, Inc. White Male Black Male Hispanic Male Other Male

128 41 61 5

White Female Black Female Hispanic Female Other Female

62 7 9 0

White Female Black Female Hispanic Female Other Female

14 0 0 0

White Female Black Female Hispanic Female Other Female

18 3 5 0

Calabrian Corporation White Male Black Male Hispanic Male Other Male

35 17 3 1

DPC Industries Company White Male Black Male Hispanic Male Other Male

93 3 15 1

BID INFORMATION The following bids were received from solicitation number BP1301 and opened on May 09, 2013. This bid is being awarded to the lowest responsive and responsible bidders by group. *Denotes successful bidders Bidders

Address

Amount of Bid

*Brenntag Southwest, Inc.

1632 Haden Road Houston, TX 77015

Group 1 - $16,419,300.00 Group 2 - No bid Group 3 - No bid

*Calabrian Corporation

1521 Green Oak Place Kingwood, TX 77339

Group 1 - No bid Group 2 - $ 1,459,792.78 Group 3 - No bid

*DPC Industries Company

601 W. Industrial Blvd. Cleburne, TX 76036

Group 1 - $16,968,900.00 Group 2 - $ 1,647,107.76 Group 3 - $ 247,650.00

Agenda Date 06/12/2013 - page 3

OWNERS Brenntag Southwest, Inc. James Taylor, President Tom Crain, Vice President Calabrian Corporation Charles Cogliandro, President Helene Oppermann, Vice President David Sainadon, Treasurer DPC Industries Company Rickey C. Karm, President William L. Hickson, Vice President Sarah C. Morian, Secretary

Agenda Date 06/12/2013 - page 4

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize (1) a three-year master agreement for chlorine and sulfur dioxide - Brenntag Southwest, Inc. in the amount of $16,419,300 and Calabrian Corporation in the amount of $1,459,793; and (2) a three-year service contract for maintenance and testing of sulfur dioxide storage tanks - DPC Industries Company in the amount of $247,650, lowest responsible bidders of three - Total not to exceed $18,126,743 Financing: Water Utilities Current Funds ($247,650 subject to annual appropriations) Brenntag Southwest, Inc., Calabrian Corporation and DPC Industries Company are non-local, non-minority firms, have signed the "Business Inclusion & Development" documentation, and propose to use their own workforces. PROJECT CATEGORY: Other Services _______________________________________________________________ LOCAL/NON-LOCAL CONTRACT SUMMARY Amount

Percent

Total local contracts Total non-local contracts

$0.00 $18,126,742.78

0.00% 100.00%

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

TOTAL CONTRACT

$18,126,742.78

100.00%

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%

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

COUNCIL CHAMBER

June 12, 2013 WHEREAS, on October 24, 2007, City Council authorized a thirty-six-month master agreement for liquid chlorine to be used by Dallas Water Utilities by Resolution No. 07-3136; and, WHEREAS, on August 13, 2008, City Council authorized a thirty-six-month master agreement for sulfur dioxide for the removal of residual chlorine at the Central and Southside Wastewater Treatment Plants by Resolution No. 08-2021; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That a master agreement for the purchase of chlorine and sulfur dioxide is authorized with Brenntag Southwest, Inc. (243777) in the amount of $16,419,300.00 and Calabrian Corporation (361884) in the amount of $1,459,792.78 for a term of three years in a total amount not to exceed $17,879,092.78. Section 2. That the Purchasing Agent is authorized, upon appropriate request and documented need by a user department, to issue a purchase order for chlorine and sulfur dioxide. If a written contract is required or requested for any or all purchases of chlorine and sulfur dioxide under the master agreement instead of individual purchase orders, the City Manager is authorized to execute the contract upon approval as to form by the City Attorney. Section 3. That the City Manager is authorized to execute a service contract with DPC Industries Company (267202) for maintenance and testing of sulfur dioxide storage tanks for a term three years in an amount not to exceed $247,650.00, upon approval as to form by the City Attorney. If the service was bid or proposed on an as needed basis, unit price basis for performance of specified tasks, payment to DPC Industries Company shall be based only on the amount of the services directed to be performed by the City and properly performed by DPC Industries Company under the contract. Section 4. That the City Controller is authorized to disburse funds in an amount not to exceed $18,126,742.78 ($247,650.00 subject to annual appropriations). Section 5. 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 # 4 Make Government More Efficient, Effective and Economical

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Business Development & Procurement Services Equipment & Building Services Court & Detention Services Police Street Services Water Utilities Sanitation Services Aviation

CMO:

Jeanne Chipperfield, 670-7804 Forest E. Turner, 670-3390 Jill A. Jordan, P.E., 670-5299 A. C. Gonzalez, 671-8925

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize (1) a one-year master agreement for the purchase of two hundred seventy-two pieces of fleet and equipment - Sam Pack's Five Star Ford, Ltd. in the amount of $4,022,691, Rush Truck Centers of Texas, LP dba Rush Crane and Refuse Systems, International in the amount of $1,752,771, The Around the Clock Freightliner Group, LLC in the amount of $1,393,866, Southwest International Trucks, Inc. in the amount of $1,622,419, Landmark Equipment, Inc. in the amount of $947,760, RDO Equipment Company in the amount of $907,954, Holt Texas, Ltd. in the amount of $512,753, Caldwell Country Chevrolet in the amount of $477,809, Rush Medium Duty Truck Center, Dallas in the amount of $613,106, Dallas Dodge Chrysler Jeep in the amount of $366,384, Stewart & Stevenson, LLC in the amount of $250,447, Caldwell Country Ford in the amount of $267,624, Bobcat of Dallas in the amount of $184,676, Equipment Southwest, Inc. in the amount of $157,900, Sonic-Lute Riley Honda in the amount of $138,375, United Rentals (North America), Inc. in the amount of $127,500 and Kirby-Smith Machinery, Inc. in the amount of $39,435, lowest responsible bidders of twenty-seven; (2) a one-year master agreement for the purchase of eight pieces of fleet equipment - Kinloch Equipment & Supply, Inc. in the amount of $532,029, Holt Texas, Ltd. in the amount of $267,228, Sam Pack's Five Star Ford, Ltd. in the amount of $85,869 and Dallas Dodge Chrysler Jeep in the amount of $77,502 through the Houston-Galveston Area Council of Governments; and (3) a one-year master agreement for the purchase of four pieces of fleet equipment - Kirby-Smith Machinery, Inc. in the amount of $210,960 through Texas Association of School Boards (BuyBoard) - Total not to exceed $14,957,058 - Financing: Current Funds ($312,225), Water Utilities Current Funds ($2,973,381), Municipal Lease Agreement Funds ($7,309,785), Aviation Current Funds ($156,316), 2010 Equipment Acquisition Notes ($4,091,876), 2007 Equipment Acquisition Contractual Obligation Notes ($85,869) and Commercial Auto Theft Interdiction Squad Funds ($27,606)

BACKGROUND This action does not encumber funds; the purpose of a master agreement is to establish firm pricing for goods for a specific term, which are ordered on an as needed basis. A master agreement process gives the City the flexibility to acquire its equipment needs as funding becomes available or as needs arise. Procuring vehicles through a master agreement process also affords the City the opportunity to lock in favorable pricing throughout the end of the model year thus becoming the preferred method of vehicle acquisition. This agreement will allow for the purchase of two hundred eighty-four pieces of fleet and equipment. One hundred six pieces are compressed natural gas and one hundred seventy-eight pieces are traditional fuel and two hundred sixty-five are replacements. The equipment will be used by various departments throughout the City in their daily activities. Below is a list of the units: 50 pickups 34 vans 33 air compressors 22 sedans 22 trailers 18 backhoes 16 passenger vans 15 SUVs 11 dump trucks 9 refuse trucks 6 transfer trucks 5 patch trucks 5 brush trucks 4 utility trucks 4 live animal vans 4 static rollers 3 marked squad cars 3 skid steer loaders 3 forklifts 3 service trucks 2 wheel loaders 2 sweepers 2 combo rotoboom 2 rear steer rotoboom 1 transport van 1 commercial van

Agenda Date 06/12/2013 - page 2

BACKGROUND (Continued) 1 stake bed truck 1 wrecker 1 bucket truck 1 flatbed truck Vehicles being replaced have gone through an evaluation process using an established criterion to ensure that only vehicles that have exceeded their useful life are replaced. The equipment evaluation includes life-to-date maintenance costs, recommended replacement mileage and recommended replacement life. Replacement units will be reassigned to other departments or auctioned, whichever is more beneficial to the City. Houston-Galveston Area Council of Governments (H-GAC) and Texas Association of School Boards (BuyBoard) conform to the requirements of Texas Statutes that are applicable for competitive bids and proposals, in accordance with the Interlocal Cooperation Act, Chapter 791, Texas Government Code. In addition, H-GAC and BuyBoard receive bids from manufacturers and dealers throughout the United States. As part of the solicitation process and in an effort to increase competition, Business Development and Procurement Services (BDPS) used its procurement system to send out 1428 email bid notifications to vendors registered under respective commodities. To further increase competition, BDPS uses historical solicitation information, the internet, and vendor contact information obtained from user departments to contact additional vendors by phone. Additionally, in an effort to secure more bids, notifications were sent by the BDPS’ ResourceLINK Team (RLT) to 25 chambers of commerce, the DFW Minority Business Council and the Women’s Business Council – Southwest, to ensure maximum vendor outreach. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On January 13, 2010, City Council authorized a one-year master agreement for fleet vehicles and equipment by Resolution No. 10-0137. On May 26, 2010, City Council authorized a one-year master agreement for fleet vehicles by Resolution No. 10-1282. On January 11, 2012, City Council authorized a one-year master agreement for the purchase of one hundred ninety-six pieces of fleet equipment and a one-year master agreement for the purchase of one hundred three pieces of fleet equipment by Resolution No. 12-0162. On January 25, 2012, City Council authorized a one-year master agreement for the purchase of twenty-four pieces of fleet equipment by Resolution No. 12-0268. On April 25, 2012, City Council authorized an increase in the master agreement for the purchase of nine pieces of fleet equipment for Aviation by Resolution No. 12-1176. Agenda Date 06/12/2013 - page 3

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) (Continued) On September 12, 2012, City Council authorized a one-year master agreement for the purchase of squad cars for Police by Resolution No. 12-2229. FISCAL INFORMATION $ 312,225.00 - Current Funds $2,973,381.00 - Water Utilities Current Funds $7,309,785.00 - Municipal Lease Agreement Funds $ 156,316.00 - Aviation Current Funds $ 85,869.00 - 2007 Equipment Acquisition Contractual Obligation Notes $4,091,876.00 - 2010 Equipment Acquisition Notes $ 27,606.00 - Commercial Auto Theft Interdiction Squad Funds M/WBE INFORMATION 107 - Vendors Contacted 106 - No response 1 - Response (bid) 0 - Response (no bid) 0 - Successful 1428 M/WBE and Non-M/WBE vendors were contacted The recommended awardees have 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 Sam Pack's Five Star Ford, Ltd. White Male Black Male Hispanic Male Other Male

104 20 66 5

White Female Black Female Hispanic Female Other Female

19 2 0 0

Rush Truck Centers of Texas, LP dba Rush Crane and Refuse Systems, International White Male Black Male Hispanic Male Other Male

15 0 0 0

White Female Black Female Hispanic Female Other Female

3 0 2 0

Agenda Date 06/12/2013 - page 4

ETHNIC COMPOSITION (Continued) The Around the Clock Freightliner Group, LLC White Male Black Male Hispanic Male Other Male

82 12 27 3

White Female Black Female Hispanic Female Other Female

23 2 3 0

Southwest International Trucks, Inc. White Male Black Male Hispanic Male Other Male

272 21 82 0

White Female Black Female Hispanic Female Other Female

41 2 6 0

White Female Black Female Hispanic Female Other Female

8 1 0 0

41 5 5 0

White Female Black Female Hispanic Female Other Female

4 0 0 0

225 30 46 11

White Female Black Female Hispanic Female Other Female

30 3 8 0

White Female Black Female Hispanic Female Other Female

5 0 0 0

Landmark Equipment, Inc. White Male Black Male Hispanic Male Other Male

42 4 7 0

RDO Equipment Company White Male Black Male Hispanic Male Other Male Holt Texas, Ltd. White Male Black Male Hispanic Male Other Male

Kinloch Equipment & Supply, Inc. White Male Black Male Hispanic Male Other Male

21 2 2 1

Agenda Date 06/12/2013 - page 5

ETHNIC COMPOSITION (Continued) Caldwell Country Chevrolet White Male Black Male Hispanic Male Other Male

33 5 1 0

White Female Black Female Hispanic Female Other Female

12 2 2 1

Rush Medium Duty Truck Center, Dallas White Male Black Male Hispanic Male Other Male

33 2 2 1

White Female Black Female Hispanic Female Other Female

5 0 1 1

White Female Black Female Hispanic Female Other Female

12 3 5 0

White Female Black Female Hispanic Female Other Female

9 3 1 0

White Female Black Female Hispanic Female Other Female

3 0 0 0

White Female Black Female Hispanic Female Other Female

15 2 3 0

Dallas Dodge Chrysler Jeep White Male Black Male Hispanic Male Other Male

68 10 29 4

Stewart & Stevenson, LLC White Male Black Male Hispanic Male Other Male

100 18 4 6

Kirby-Smith Machinery, Inc. White Male Black Male Hispanic Male Other Male

28 2 5 0

Caldwell Country Ford White Male Black Male Hispanic Male Other Male

39 6 7 0

Agenda Date 06/12/2013 - page 6

ETHNIC COMPOSITION (Continued) Bobcat of Dallas White Male Black Male Hispanic Male Other Male

31 1 4 0

White Female Black Female Hispanic Female Other Female

2 0 0 0

White Female Black Female Hispanic Female Other Female

4 0 0 0

White Female Black Female Hispanic Female Other Female

19 5 6 3

Equipment Southwest, Inc. White Male Black Male Hispanic Male Other Male

15 2 8 0

Sonic -Lute Riley Honda White Male Black Male Hispanic Male Other Male

69 13 23 35

United Rentals (North America), Inc. White Male Black Male Hispanic Male Other Male

5 0 4 0

White Female Black Female Hispanic Female Other Female

0 0 0 0

BID INFORMATION The following bids were received from solicitation number BJ1323 and opened on April 4, 2013. This master agreement is being awarded to the lowest responsive and responsible bidders by line. Information related to this solicitation is available upon request. *Denotes successful bidders Bidders

Address

Amount

*Sam Pack's Five Star Ford, Ltd.

1635 IH 35E North Carrollton, TX 75006

Multiple Lines

Agenda Date 06/12/2013 - page 7

BID INFORMATION (Continued) Bidders

Address

Amount

*Rush Truck Centers of Texas, 8810 IH 10 LP dba Rush Crane and San Antonio, TX 78219 Refuse Systems, International

Multiple Lines

*The Around the Clock Freightliner Group, LLC

4200 Port Blvd. Dallas, TX 75241

Multiple Lines

*Southwest International Trucks, Inc.

3722 Irving Blvd. Dallas, TX 75247

Multiple Lines

*Landmark Equipment, Inc.

1351 S. Loop 12 Irving, TX 75060

Multiple Lines

*RDO Equipment Company

3230 E. Airport Fwy. Irving, TX 75062

Multiple Lines

*Holt Texas, Ltd.

3302 S.WW White Rd. San Antonio, TX 78222

Multiple Lines

*Kinloch Equipment & Supply, Inc.

763 109th St. Arlington, TX 76011

Multiple Lines

*Caldwell Country Chevrolet

800 Hwy. 21 East Caldwell, TX 77836

Multiple Lines

*Rush Medium Duty Truck Center, Dallas

4000 Irving Blvd. Dallas, TX 75247

Multiple Lines

*Dallas Dodge Chrysler Jeep

11550 LBJ Fwy. Dallas, TX 75238

Multiple Lines

*Stewart & Stevenson, LLC

1631 Chalk Hill Dallas, TX 75212

Multiple Lines

*Kirby-Smith Machinery, Inc.

8505 S. Central Expwy. Dallas, TX 75241

Multiple Lines

*Caldwell Country Ford

800 Hwy. 21 East Caldwell, TX 77836

Multiple Lines

*Bobcat of Dallas

1302 S. I-35 E Lewisville, TX 75067

Multiple Lines

Agenda Date 06/12/2013 - page 8

BID INFORMATION (Continued) Bidders

Address

Amount

*Equipment Southwest, Inc.

425 Loop 12 Irving, TX 75060

Multiple Lines

*Sonic- Lute Riley Honda

1331 N. Central Expwy. Richardson, TX 75080

Multiple Lines

*United Rentals (North America), Inc.

2809 W. Kingsley Rd. Garland, TX 75041

Multiple Lines

Four Seasons

4120 Cedar Lake Dr. Dallas, TX 75227

Multiple Lines

Industrial Disposal Supply

901 22nd St. Plano, TX 75074

Multiple Lines

Four Brothers Outdoor Power

2324 E. I-30 Royse City, TX 75189

Multiple Lines

R.B. Everett & Company

6561 Midway Rd. Haltom City, TX 76117

Multiple Lines

Romco Equipment Company, LLC

5151 Cash Rd. Dallas, TX 75247

Multiple Lines

Reliable Chevrolet

800 N. Central Expwy. Richardson, TX 75080

Multiple Lines

Austin Turf and Tractor

2098 Valley View Ln. Multiple Lines Farmers Branch, TX 75234

Sunbelt International Trucks

1617 Terre Colony Ct. Dallas, TX 75212

Multiple Lines

Chrysler Jeep Dodge City of McKinney

700 S. Central Expwy. McKinney, TX 75070

Non-Responsive**

**Chrysler Jeep Dodge City of McKinney was deemed non-responsive due to not meeting specifications.

Agenda Date 06/12/2013 - page 9

OWNERS Sam Pack's Five Star Ford, Ltd. Sam Pack, President Rush Truck Centers of Texas, LP dba Rush Crane and Refuse Systems, International W.M. "Rusty" Rush, President The Around the Clock Freightliner Group, LLC John Miciotto, President Southwest International Trucks, Inc. Russ Trimble, President Landmark Equipment, Inc. Mike Lyle, President RDO Equipment Company Ron Offutt, President Holt Texas, Ltd. Allyn L. Archer, President Kinloch Equipment & Supply, Inc. Todd Kinloch, President Caldwell Country Chevrolet Stephen Way, President Rush Medium Duty Truck Center, Dallas W.M. "Rusty" Rush, President Dallas Dodge Chrysler Jeep Earl Hesterberg, President

Agenda Date 06/12/2013 - page 10

OWNERS (Continued) Stewart & Stevenson, LLC Bill Simmons, President Kirby-Smith Machinery, Inc. Ed Kirby, President Caldwell Country Ford Stephen Way, President Bobcat of Dallas Walter Berry, President Equipment Southwest, Inc. Mike Foley, President Sonic-Lute Riley Honda B. Scott Smith, President United Rentals (North America), Inc. Michael J. Kneeland, President

Agenda Date 06/12/2013 - page 11

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize (1) a one-year master agreement for the purchase of two hundred seventy-two pieces of fleet and equipment - Sam Pack's Five Star Ford, Ltd. in the amount of $ 4,022,691, Rush Truck Centers of Texas, LP dba Rush Crane and Refuse Systems, International in the amount of $1,752,771, The Around the Clock Freightliner Group, LLC in the amount of $1,393,866, Southwest International Trucks, Inc. in the amount of $1,622,419, Landmark Equipment, Inc. in the amount of $947,760, RDO Equipment Company in the amount of $907,954, Holt Texas, Ltd. in the amount of $512,753, Caldwell Country Chevrolet in the amount of $477,809, Rush Medium Duty Truck Center, Dallas in the amount of $613,106, Dallas Dodge Chrysler Jeep in the amount of $366,384, Stewart & Stevenson, LLC in the amount of $250,447, Caldwell Country Ford in the amount of $267,624, Bobcat of Dallas in the amount of $184,676, Equipment Southwest, Inc. in the amount of $157,900, Sonic-Lute Riley Honda in the amount of $138,375, United Rentals (North America), Inc. in the amount of $127,500 and Kirby-Smith Machinery, Inc. in the amount of $39,435, lowest responsible bidders of twenty-seven; (2) a one-year master agreement for the purchase of eight pieces of fleet equipment - Kinloch Equipment & Supply, Inc. in the amount of $532,029, Holt Texas, Ltd. in the amount of $267,228, Sam Pack's Five Star Ford, Ltd. in the amount of $85,869 and Dallas Dodge Chrysler Jeep in the amount of $77,502 through the Houston-Galveston Area Council of Governments; (3) a one-year master agreement for the purchase of four pieces of fleet equipment - Kirby-Smith Machinery, Inc. in the amount of $210,960 through Texas Association of School Boards (BuyBoard) - Total not to exceed $14,957,058 - Financing: Current Funds ($1,369,148), Water Utilities Current Funds ($2,973,381), Municipal Lease Agreement Funds ($7,309,785.00), Aviation Current Funds ($156,316), 2010 Equipment Acquisition Notes ($3,120,822) and Commercial Auto Theft Interdiction Squad Funds ($27,606) Southwest International Trucks, Inc., Landmark Equipment, Inc., RDO Equipment Company, Rush Medium Duty Truck Center, Dallas, Dallas Dodge Chrysler Jeep, Stewart & Stevenson, LLC, Kirby-Smith Machinery, Inc., Bobcat of Dallas, Equipment Southwest, Inc., Sonic-Lute Riley Honda and United Rentals (North America), Inc. are local, non-minority firms, have signed the "Business Inclusion & Development" documentation, and propose to use their own workforces. Rush Truck Centers of Texas, LP dba Rush Crane and Refuse Systems, International, Holt Texas, Ltd., Kinloch Equipment & Supply, Inc., Caldwell Country Ford and Caldwell Country Chevrolet are non-local, non-minority firms, have signed the "Business Inclusion & Development" documentation, and proposes to use their own workforces. Sam Pack's Five Star Ford, Ltd. and The Around The Clock Freightliner are a local, non-minorty firms has signed the "Business Inclusion & Development" documentation, and propose to use the following sub-contractors.

PROJECT CATEGORY: Goods _______________________________________________________________ LOCAL/NON-LOCAL CONTRACT SUMMARY Amount

Percent

Total local contracts Total non-local contracts

$10,772,513.00 $3,010,957.00

78.16% 21.84%

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

TOTAL CONTRACT

$13,783,470.00

100.00%

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

Certification

El Creative Designs

HMMB56549N0214

Total Minority - Local

Amount

Percent

$1,350.00

0.01%

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

$1,350.00

0.01%

Amount

Percent

$40,000.00 $1,890.00

1.33% 0.06%

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

$41,890.00

1.39%

Non-Local Contractors / Sub-Contractors Non-local

Certification

General Truck Body Ricochet Fuel Distributions

WFWBE375890114 WFWB55806Y1213

Total Minority - Non-local TOTAL M/WBE CONTRACT PARTICIPATION Local

Percent

Local & Non-Local

Percent

African American Hispanic American Asian American Native American WBE

$0.00 $1,350.00 $0.00 $0.00 $0.00

0.00% 0.01% 0.00% 0.00% 0.00%

$0.00 $1,350.00 $0.00 $0.00 $41,890.00

0.00% 0.01% 0.00% 0.00% 0.30%

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

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

Total

$1,350.00

0.01%

$43,240.00

0.31%

COUNCIL CHAMBER

June 12, 2013 WHEREAS, on January 13, 2010, City Council authorized a one-year master agreement for fleet vehicles and equipment by Resolution No. 10-0137; and, WHEREAS, on May 26, 2010, City Council authorized a one-year master agreement for fleet vehicles by Resolution No. 10-1282; and, WHEREAS, on January 11, 2012, City Council authorized a one-year master agreement for the purchase of one hundred ninety-six pieces of fleet equipment and a one-year master agreement for the purchase of one hundred three pieces of fleet equipment by Resolution No. 12-0162; and, WHEREAS, on January 25, 2012, City Council authorized a one-year master agreement for the purchase of twenty-four pieces of fleet equipment by Resolution No. 12-0268; and, WHEREAS, on April 25, 2012, City Council authorized an increase in the master agreement for the purchase of nine pieces of fleet equipment for Aviation by Resolution No. 12-1176; and, WHEREAS, on September 12, 2012, City Council authorized a one-year master agreement for the purchase of squad cars for Police by Resolution No. 12-2229; NOW, THEREFORE,

COUNCIL CHAMBER

June 12, 2013 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That (1) a one year master agreement for the purchase of two hundred seventy-two pieces of fleet and equipment is authorized with Sam Pack's Five Star Ford, Ltd. (113696) in the amount of $4,022,691.00, Rush Truck Centers of Texas, LP dba Rush Crane and Refuse Systems, International (517378) in the amount of $1,752,771.00, The Around the Clock Freightliner Group, LLC (399372) in the amount of $1,393,866.00, Southwest International Trucks, Inc. (003940) in the amount of $1,622,419.00, Landmark Equipment, Inc. (502100) in the amount of $947,760.00, RDO Equipment Company (500465) in the amount of $907,954.00, Holt Texas, Ltd. (506724) in the amount of $512,753.00 Caldwell Country Chevrolet (399371) in the amount of $477,809.00, Rush Medium Duty Truck Center, Dallas (520505) in the amount of $613,106.00, Dallas Dodge Chrysler Jeep (519732) in the amount of $366,384.00, Stewart & Stevenson, LLC (951731) in the amount of $250,447.00, Caldwell Country Ford (VS0000078405) in the amount of $267,624.00, Bobcat of Dallas (VC0000008555) in the amount of $184,676.00, Equipment Southwest, Inc. (255843) in the amount of $157,900.00, Sonic-Lute Riley Honda (VC0000006919) in the amount of $138,375.00, United Rentals (North America), Inc. (VS0000003745) in the amount of $127,500.00 and Kirby-Smith Machinery, Inc. (502341) in the amount of $39,435.00; (2) a one year master agreement for the purchase of eight pieces of fleet equipment is authorized with Kinloch Equipment & Supply, Inc. (VS0000015339) in the amount of $532,029.00, Holt Texas, Ltd. (506724) in the amount of $267,228.00, Sam Pack's Five Star Ford, Ltd. (113696) in the amount of $85,869.00 and Dallas Dodge Chrysler Jeep (519732) in the amount of $77,502.00 through the Houston-Galveston Area Council of Governments; and (3) a one year master agreement for the purchase of four pieces of fleet equipment is authorized with Kirby-Smith Machinery, Inc. (502341) in the amount of $210,960.00 through Texas Association of School Boards (BuyBoard), in a total amount not to exceed $14,957,058.00. Section 2. That the Purchasing Agent is authorized, upon appropriate request and documented need by a user department, to issue a purchase order for two hundred eighty-four pieces of fleet and equipment. If a written contract is required or requested for any or all purchases of two hundred eighty-four pieces of fleet and equipment under the master agreement instead of individual purchase orders, the City Manager is authorized to execute the contract upon approval as to form by the City Attorney.

COUNCIL CHAMBER

June 12, 2013 Section 3. That in order to reimburse and finance the lease/purchase acquisition of the equipment described herein over a period not to exceed the estimated useful life (10 years) thereof, any Authorized Officer of the City designated in the Master Equipment Lease/Purchase Agreement (the "Master Lease") between Banc of America Public Capital Corp and the City is hereby authorized and directed to execute, acknowledge and deliver a Schedule A (as defined in the Master Lease) pertaining to such equipment including all attachments, financing statements and schedules thereto, in substantially the form attached to the Master Lease, with such changes as the signing officer shall determine to be advisable. Each Authorized Officer of the City is also authorized to execute, acknowledge and deliver any other agreement, instrument, certificate, representation and document, and to take any other action as may be advisable, convenient or necessary to enter into such Schedule A. The financing terms for such equipment, to be determined pursuant to the provisions of the Master Lease and reflected in such Schedule A, and the granting of a security interest in the financed equipment pursuant to the Master Lease, are hereby approved. Section 4. That the City Controller is authorized to debit funds not to exceed $139,812.00 from Fund 0001, Dept CTS, Unit 1052, Object 4742, and credit Fund 0196, Dept EBS, Unit 1721, Object 4740 for reimbursement of cost related to purchasing of vehicles. Section 5. That the City Controller is authorized to disburse funds in an amount not to exceed $14,957,058.00. Section 6. 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 # 5 Make Government More Efficient, Effective and Economical

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Business Development & Procurement Services Trinity Watershed Management

CMO:

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

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize a service contract for storm drainage management fund financial planning services and fee study – Raftelis Financial Consultants, Inc., most advantageous proposer of four - Not to exceed $527,997 - Financing: Stormwater Drainage Management Current Funds BACKGROUND This service contract will provide storm drainage management fund financial planning services and fee study. The Trinity Watershed Management Department is responsible for the oversight and implementation of the City’s stormwater drainage utility. The revenues from the City’s stormwater drainage utility fee support the City’s stormwater drainage pollution prevention, reduction and elimination activities. The City's Financial Management Performance Criteria (FMPC) requires the periodic review of fees and charges to determine to what extent the full cost of associated services are recovered by revenues and to identify new revenue or fee sources and/or fee adjustments. The services shall include reviewing identified capital needs, ongoing operations and maintenance requirements, potential future regulatory trends that may require additional municipal resources, and developing recommendations concerning appropriate financing mechanisms to address these needs. These services will also provide recommendations for account updates, updating the current billing methods and structure, an optional fee incentive program for properties that use innovative methods to significantly improve storm water quality, webpage development, draft City Code revisions, and related public outreach and education concerning any proposed changes.

BACKGROUND (Continued) A five member evaluation committee was selected from the following departments: Office of Financial Services (1) Water Utilities (2) Business Development and Procurement Services (2) Business Development and Procurement Services only evaluated cost and the Business Inclusion and Development Plan. The successful proposer was selected by the committee on the basis of the following criteria: Project Approach Price Experience Schedule Business Inclusion and Development Plan

30 points 20 points 20 points 15 points 15 points

As part of the solicitation process and in an effort to increase competition, Business Development and Procurement Services (BDPS) used its procurement system to send out 1271 email bid notifications to vendors registered under respective commodities. To further increase competition, BDPS uses historical solicitation information, the internet, and vendor contact information obtained from user departments to contact additional vendors by phone. Additionally, in an effort to secure more bids, notifications were sent by the BDPS’ ResourceLINK Team (RLT) to 25 chambers of commerce, the DFW Minority Business Council and the Women’s Business Council – Southwest, to ensure maximum vendor outreach. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On March 24, 2008, the Transportation and Environment Committee was briefed on the City’s Storm Drainage Management Utility Fees and upcoming study of the rate structure. On April 9, 2008, the City Council authorized a professional services contract for a Storm Water Drainage Utility Fee Study by Resolution No. 08-1084. On September 23, 2009, the City Council approved an ordinance amending Chapters 2, 10, 10A, 10B, 13, 15D, 17, 18, 27, 45, 48A and 51A of the Dallas City Code to revise and establish various fees for City services by Ordinance No. 27695. On March 7, 2012, the City Council was briefed on an overview of the Stormwater Drainage Utility.

Agenda Date 06/12/2013 - page 2

FISCAL INFORMATION $527,997.00 - Stormwater Drainage Management Current Funds M/WBE INFORMATION 335 - Vendors contacted 335 - No response 0 - Response (Bid) 0 - Response (No bid) 0 - Successful 1271 - M/WBE and Non-M/WBE vendors were contacted 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 Raftelis Financial Consultants, Inc. White Male Black Male Hispanic Male Other Male

27 0 0 4

White Female Black Female Hispanic Female Other Female

8 0 0 2

PROPOSAL INFORMATION The following proposals were received from solicitation number BMZ1311 and opened on January 31, 2013. This service contract is being awarded in its entirety to the most advantageous proposer. *Denotes successful proposer Proposer

Address

Score

Amount

*Raftelis Financial Consultants, Inc.

3013 Main Street Kansas City, MO 64108

81.43%

$527,997.00

Arcadis U.S., Inc.

12400 Coit Road Suite #1200 Dallas, TX 75251

77.33%

$396,210.00

Agenda Date 06/12/2013 - page 3

PROPOSAL INFORMATION (Continued) Proposer

Address

Gresham, Smith and Partners

2811 McKinney Avenue Suite #300 Dallas, TX 75204

CDM Smith

8140 Walnut Hill Lane Suite #1000 Dallas, TX 75231

Score 67.01%

Amount $485,000.00

Non-Responsive**

**CDM Smith was deemed non-responsive due to not meeting the specifications. OWNER Raftelis Financial Consultants, Inc. William Stannard, President George Raftelis, Vice President Diane Adams, Secretary

Agenda Date 06/12/2013 - page 4

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize a service contract for storm drainage management fund financial planning services and fee study â&#x20AC;&#x201C; Raftelis Financial Consultants, Inc., most advantageous proposer of four - Not to exceed $527,997 - Financing: Stormwater Drainage Management Current Funds Raftelis Financial Consultants, Inc. is a non-local, non-minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use the following sub-contractors. PROJECT CATEGORY: Professional Services _______________________________________________________________ LOCAL/NON-LOCAL CONTRACT SUMMARY Amount

Percent

Total local contracts Total non-local contracts

$144,400.00 $383,597.00

27.35% 72.65%

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

TOTAL CONTRACT

$527,997.00

100.00%

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

Certification

K Bealer Consulting Pacheco Koch Consulting Engineers, Inc

BFMB54282Y0713 HMDB50579Y0913

Total Minority - Local

Amount

Percent

$37,800.00 $106,600.00

26.18% 73.82%

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

$144,400.00

100.00%

Amount

Percent

Non-Local Contractors / Sub-Contractors Non-local

Certification

W. Ware & Associates, Inc

BFDB53906Y0613

Total Minority - Non-local

$56,300.00

14.68%

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

$56,300.00

14.68%

TOTAL M/WBE CONTRACT PARTICIPATION Local

Percent

Local & Non-Local

Percent

African American Hispanic American Asian American Native American WBE

$37,800.00 $106,600.00 $0.00 $0.00 $0.00

26.18% 73.82% 0.00% 0.00% 0.00%

$94,100.00 $106,600.00 $0.00 $0.00 $0.00

17.82% 20.19% 0.00% 0.00% 0.00%

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

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

Total

$144,400.00

100.00%

$200,700.00

38.01%

COUNCIL CHAMBER

June 12, 2013 WHEREAS, on April 9, 2008, the City Council authorized a professional services contract for a Storm Water Drainage Utility Fee Study by Resolution No. 08-1084; and, WHEREAS, on September 23, 2009, the City Council approved an ordinance amending Chapters 2, 10, 10A, 10B, 13, 15D, 17, 18, 27, 45, 48A and 51A of the Dallas City Code to revise and establish various fees for City services by Ordinance No. 27695; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the City Manager is authorized to execute a service contract with Raftelis Financial Consultants, Inc. (VS0000075029) for storm drainage management fund financial planning services and fee study in an amount not to exceed $527,997.00, 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 Raftelis Financial Consultants, Inc. shall be based only on the amount of the services directed to be performed by the City and properly performed by Raftelis Financial Consultants, Inc. under the contract. Section 2. That the City Controller is authorized to disburse funds from the following appropriation in an amount not to exceed $527,997.00: Fund 0061

Dept SDM

Unit 4908

Object 3070

Encumbrance SDM4908BM19

Amount $527,997.00

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 # 6 Make Government More Efficient, Effective and Economical

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Business Development & Procurement Services Water Utilities

CMO:

Jeanne Chipperfield, 670-7804 Forest E. Turner, 670-3390

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize a three-year service contract, with two one-year renewal options, for wastewater flowmeter monitoring services â&#x20AC;&#x201C; Hach Company, lowest responsible bidder of seven - Not to exceed $1,289,290 - Financing: Water Utilities Current Funds (subject to annual appropriations) BACKGROUND This action does not encumber funds; the purpose of a service contract is to establish firm pricing for services, for a specific term, which are ordered on an as needed basis. This service contract will provide wastewater flowmeter monitoring services that includes installation, monitoring, maintenance, data collections, and the analysis of the collected data. The flow meters measure the existing flow conditions and provides a warning for the investigation of inflow or rain water infiltrations, main surge charging and sanitary sewer overflows. The metering devices will be installed at various sites throughout the wastewater collection system. The flow metering devices are designed to record wastewater flow depth to an accuracy of 0.5 inches and wastewater velocity to an accuracy of 0.1 feet per second. The metering devices collect and record flow data information at five minute intervals. The meters also maintain recording accuracies during pipe surge charging conditions. The data collected from the flow meters can also be used for wastewater master plan studies (and other related system evaluations) to determine sewer main capacities. The data collected from the rain gauges in conjunction with flow meter information will be used to determine the overall effects on the wastewater collection systems. Lastly, the collected information is instrumental in the implementation and direction of sewer system repairs and maintenance.

BACKGROUND (Continued) As part of the solicitation process and in an effort to increase competition, Business Development and Procurement Services (BDPS) used its procurement system to send out 137 email bid notifications to vendors registered under respective commodities. To further increase competition, BDPS uses historical solicitation information, the internet, and vendor contact information obtained from user departments to contact additional vendors by phone. Additionally, in an effort to secure more bids, notifications were sent by the BDPS’ ResourceLINK Team (RLT) to 25 chambers of commerce, the DFW Minority Business Council and the Women’s Business Council – Southwest, to ensure maximum vendor outreach. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On August 13, 2008, City Council authorized a thirty-six-month service contract for maintenance and replacement of wastewater flowmeters with probes for monitoring service lines by Resolution No. 08-2024. FISCAL INFORMATION $1,289,290.00 - Water Utilities Current Funds (subject to annual appropriations) M/WBE INFORMATION 9 - Vendors contacted 9 - No response 0 - Response (Bid) 0 - Response (No bid) 0 - Successful 137 - M/WBE and Non-M/WBE vendors were contacted 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 Hach Company White Male Black Male Hispanic Male Other Male

687 17 49 26

White Female Black Female Hispanic Female Other Female

295 1 42 16

Agenda Date 06/12/2013 - page 2

BID INFORMATION The following bids were received from solicitation number BM1313 and were opened on April 4, 2013. This service contract is being awarded in its entirety to the lowest responsive and responsible bidder. *Denotes successful bidder Bidders

Address

Amount

*Hach Company

5600 Lindbergh Drive Loveland, CO 80539

$1,289,290.00

AMG Environmental Services, Inc.

3030 Venture Lane Suite #103 Melbourne, FL 32934

$1,294,250.00

RJN Group Co., Inc.

12160 Abrams Road Suite #400 Dallas, TX 75243

$1,370,925.00

Burgess & Niple, Inc.

12750 Merit Drive Park Central 7 Suite #425 Dallas, TX 75251

$1,929,900.00

Interra Hydro, Inc.

2802 Flintrock Trace Suite #265 Austin, TX 78738

$1,955,940.00

ADS LLC

1300 Meridian Street Suite # 3000 Huntsville, AL 35801

$1,997,860.00

Utility Systems Science & Software, Inc.

4007 McCullough Avenue Suite #228 San Antonio, TX 79211

$2,292,175.00

OWNER Hach Company Lance Reisman, President Glenn Cruger, Vice President James F. O'Reilly, Secretary Frank T. McFaden, Treasurer

Agenda Date 06/12/2013 - page 3

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize a three-year service contract, with two one-year renewal options, for wastewater flowmeter monitoring services â&#x20AC;&#x201C; Hach Company, lowest responsible bidder of seven - Not to exceed $1,289,290 - Financing: Water Utilities Current Funds (subject to annual appropriations) Hach Company is a non-local, non-minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use the following sub-contractor. PROJECT CATEGORY: Other Services _______________________________________________________________ LOCAL/NON-LOCAL CONTRACT SUMMARY Amount

Percent

Total local contracts Total non-local contracts

$0.00 $1,289,290.00

0.00% 100.00%

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

TOTAL CONTRACT

$1,289,290.00

100.00%

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

Certification

Macaulay Controls Company, Inc

WFWB55699N1213

Total Minority - Non-local

Amount

Percent

$296,537.00

23.00%

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

$296,537.00

23.00%

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 $296,537.00

0.00% 0.00% 0.00% 0.00% 23.00%

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

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

$0.00

0.00%

$296,537.00

23.00%

COUNCIL CHAMBER

June 12, 2013 WHEREAS, on August 13, 2008, City Council authorized a thirty-six-month service contract for maintenance and replacement of wastewater flowmeters with probes for monitoring service lines by Resolution No. 08-2024; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the City Manager is authorized to execute a service contract with Hach Company (029911) for wastewater flowmeter monitoring services for a term of three years, with two one-year renewal options, in an amount not to exceed $1,289,290.00, 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 Hach Company shall be based only on the amount of the services directed to be performed by the City and properly performed by Hach Company under the contract. Section 2. That the City Controller is authorized to disburse funds in an amount not to exceed $1,289,290.00 (subject to annual appropriations). 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 # 7 Make Government More Efficient, Effective and Economical

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Business Development & Procurement Services City Controller

CMO:

Jeanne Chipperfield, 670-7804

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize Supplemental Agreement No. 2 to exercise the first renewal option to extend the term of the professional service contract with Grant Thornton LLP for audit of the City's financial operations and grant activities for fiscal year ending September 30, 2013 to be completed by September 30, 2014 - Not to exceed $951,163 from $3,080,790 to $4,031,953 - Financing: Current Funds BACKGROUND This Supplemental Agreement No. 2 will exercise the first one-year renewal of the contract with Grant Thornton LLP for the annual external audit of the Cityâ&#x20AC;&#x2122;s fiscal year 2013 financial operations and grant activities in accordance with the terms provided in the current contract. On August 25, 2010, the City authorized a professional services contract with Grant Thornton LLP to perform the annual external audit and various other related services for the Cityâ&#x20AC;&#x2122;s fiscal years ending September 30, 2010 through September 30, 2012. The contract also provided for two one-year renewal options for fiscal years ending September 30, 2013 and 2014. On October 10, 2011, the City authorized Supplemental Agreement No. 1 to increase the contract with Grant Thornton LLP due to additional hourly services in connection with new grants and audit requirements for the Vickery Meadow Tax Increment Financing Zone. PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) On August 25, 2010, City Council authorized a three-year professional service contract, with two one-year renewal options, for audit of the City's financial operations and grant activities for fiscal years ending September 30, 2010 through September 30, 2012, by Resolution No. 10-2109.

PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) (Continued) On October 3, 2011, City Council authorized Supplemental Agreement No. 1 to increase the professional services contract for audit services of the City's financial operations and grant activities for fiscal year ending September 30, 2010 through September 30, 2012, by Resolution No. 11-2716. On May 20, 2013, the Budget, Finance & Audit Committee was briefed via memorandum. FISCAL INFORMATION $951,163.00 - Current Funds ETHNIC COMPOSITION Grant Thornton LLP White Male Black Male Hispanic Male Other Male

102 4 9 10

White Female Black Female Hispanic Female Other Female

122 9 13 21

OWNER Grant Thornton LLP Stephen M. Chipman, Chief Executive Officer

Agenda Date 06/12/2013 - page 2

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize Supplemental Agreement No. 2 to exercise the first renewal option to extend the term of the professional service contract with Grant Thornton LLP for audit of the City's financial operations and grant activities for fiscal year ending September 30, 2013 to be completed by September 30, 2014 - Not to exceed $951,163 from $3,080,790 to $4,031,953 - Financing: Current Funds Grant Thornton LLP is a local, non-minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use the following sub-contractors. PROJECT CATEGORY: Other Services _______________________________________________________________ LOCAL/NON-LOCAL CONTRACT SUMMARY - THIS ACTION ONLY Amount

Percent

Local contracts Non-local contracts

$899,643.00 $88,975.00

91.00% 9.00%

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

TOTAL THIS ACTION

$988,618.00

100.00%

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

Certification

Owens & Thurman P.C. Logan & Associates Hopkins & Associates

BFMB55042Y1013 BMDB54454Y0813 BMMB54113N0613

Total Minority - Local

Amount

Percent

$88,975.00 $88,975.00 $88,975.00

9.89% 9.89% 9.89%

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

$266,925.00

29.67%

Amount

Percent

Non-Local Contractors / Sub-Contractors Non-local

Certification

Serna & Company P.C.

HMMB57529N0514

Total Minority - Non-local

$88,975.00

100.00%

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

$88,975.00

100.00%

TOTAL M/WBE PARTICIPATION This Action Percent Amount African American Hispanic American Asian American Native American WBE Total

$266,925.00 $88,975.00 $0.00 $0.00 $0.00

27.00% 9.00% 0.00% 0.00% 0.00%

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

$355,900.00

Participation to Date Amount Percent $1,098,738.00 $366,246.00 $0.00 $0.00 $0.00

27.00% 9.00% 0.00% 0.00% 0.00%

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

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

36.00%

$1,464,984.00

36.00%

COUNCIL CHAMBER

June 12, 2013 WHEREAS, on August 25, 2010, City Council authorized a three-year professional service contract, with two one-year renewal options, for audit of the City's financial operations and grant activities for fiscal years ending September 30, 2010 through September 30, 2012, by Resolution No. 10-2109; and, WHEREAS, on October 3, 2011, City Council authorized Supplemental Agreement No. 1 to increase the professional services contract for audit services of the City's financial operations and grant activities for fiscal year ending September 30, 2010 through September 30, 2012, by Resolution No. 11-2716; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That following approval as to form by the City Attorney, the City Manager is hereby authorized to execute Supplemental Agreement No. 2 to exercise the first renewal option to extend the term of the professional services contract with Grant Thornton LLP (VS0000007921) for audit of the City's financial operations and grant activities for fiscal year ending September 30, 2013 to be completed by September 30, 2014 in an amount not to exceed $951,163.00, increasing the contract amount from $3,080,790.00 to $4,031,953.00. Section 2. That the City Controller is authorized to disburse funds from the following appropriations in an amount not to exceed $951,163.00: FUND

DEPT

UNIT

OBJ

AMOUNT

0001

BMS

1138

3070

$951,163.00

2013

ENCUMBRANCE BMSCCOAudit13

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 # 8 Make Government More Efficient, Effective and Economical

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Business Development & Procurement Services Court & Detention Services

CMO:

Jeanne Chipperfield, 670-7804 A. C. Gonzalez, 671-8925

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize Supplemental Agreement No. 3 to exercise the second renewal option to extend the term of the service contract with Linebarger Goggan Blair & Sampson, LLP, with a minimum annual guarantee, for the collection of delinquent fines and fees for City ordinance, traffic and state law violations, excluding parking violations, for the period August 1, 2013 through July 31, 2014 - Estimated Revenue: $5,800,000 BACKGROUND This Supplemental Agreement No. 3 is to exercise the second renewal option to extend the term of the service contract for the collection of delinquent fines and fees for Court and Detention Services. The Contractor is responsible for the collection and processing of fines and fees associated with unresolved, delinquent fees which resulted from traffic, City ordinance and state law violations enforced within the City; this does not include parking violation fees. The City utilizes this contract to engage a collection agency to collect unresolved, delinquent fees which the City was unsuccessful in collecting. Exercising the second renewal option of this service contract will enable Court and Detention Services to continue timely collection of delinquent fines and fees for City ordinance, traffic and state law violations. Linebarger Goggan Blair & Sampson, LLP (LGB&S) receives a 0% commission rate on cases assigned prior to June 18, 2003. On cases assigned on or after June 18, 2003, State law allows collection agencies, including LGB&S, to collect a 30% commission paid by the defendant, for these unresolved delinquent cases, resulting in the highest net revenue to the City.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On June 27, 2012, City Council authorized Supplemental Agreement No. 2 to exercise the first renewal option to extend the term of the service contract, with a minimum annual guarantee, for the collection of delinquent fines and fees for City ordinance, traffic and state law violations, excluding parking violations, for the period August 1, 2012 through July 31, 2013 by Resolution No. 12-1618. On May 20,2013, the Budget, Finance & Audit Committee was briefed via memorandum. FISCAL INFORMATION $5,800,000.00 - Estimated Revenue ETHNIC COMPOSITION Linebarger Goggan Blair & Sampson, LLP White Male Black Male Hispanic Male Other Male

9 9 4 0

White Female Black Female Hispanic Female Other Female

15 30 24 3

OWNER Linebarger Goggan Blair & Sampson, LLP Clifton Douglass, Chairman DeMetris A. Sampson, Managing Partner

Agenda Date 06/12/2013 - page 2

COUNCIL CHAMBER

June 12, 2013 WHEREAS, on June 27, 2012, City Council authorized Supplemental Agreement No. 2 to exercise the first renewal option to extend the term of the service contract, with a minimum annual guarantee, for the collection of delinquent fines and fees for City ordinance, traffic and state law violations, excluding parking violations, for the period August 1, 2012 through July 31, 2013 by Resolution No. 12-1618; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That following approval as to form by the City Attorney, the City Manager is hereby authorized to execute Supplemental Agreement No. 3 to exercise the second renewal option to extend the term of the service contract with Linebarger Goggan Blair & Sampson, LLP (501164), with a minimum annual guarantee, for the collection of delinquent fines and fees for City ordinance, traffic and state law violations, excluding parking violations, for the period August 1, 2013 through July 31, 2014 in an estimated revenue amount $5,800,000.00. Section 2. That the City Controller is hereby authorized to deposit all revenues received from Linebarger Goggan Blair & Sampson, LLP into Fund 0614, Dept. CTS, Unit 1054 and appropriate revenue source codes; and is authorized to transfer on a monthly basis revenue from special collection, Fund 0614, Dept. CTS, Unit 1054, less the commission costs to the collection agency, to the General Fund 0001, Dept. CTS, Unit 1057, in the appropriate revenue source codes. Section 3. That the City Controller is hereby authorized to disburse funds to Linebarger Goggan Blair & Sampson, LLP according to the terms of the contract. Section 4. That the 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 # 9 Make Government More Efficient, Effective and Economical

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

N/A

DEPARTMENT:

City Controller

CMO:

Jeanne Chipperfield, 670-7804

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize amendments to Ordinance No. 28060 to: (1) extend the City of Dallas, Texas General Obligation Commercial Paper Notes Series 2010A, and Series 2010C short term obligations in an aggregate principal amount not to exceed $350,000,000; (2) authorize such short term obligations to be issued, sold, and delivered in the form of commercial paper notes; making certain covenants and agreements in connection therewith; establish the tenor of the program for the issuance of the remaining $642,000,000 in the 2012 Bond Program, $499,275,000 in the 2006 Bond Program and the remaining $33,037,600 in the 1998 Bond Program, which is estimated to be within a three year period; resolving other matters related to the issuance, sale, security and delivery of such short term obligations, including; (3) authorizing a thirty-six-month $200,000,000 Credit Agreement with J.P. Morgan Chase Bank, N.A., and a thirty-six-month $150,000,000 Credit Agreement with Wells Fargo Bank, N.A.; (4) the continued use of U.S. Bank National Association as the Issuing and Paying Agent under existing agreements; (5) the continued use of Jefferies LLC as the dealer under existing Dealer Agreement; and (6) approving the payment of issuance costs in connection with the issuance of the short term obligations; approving the use of an Offering Memorandum in connection with the sale of the short term obligations; and providing an effective date â&#x20AC;&#x201C; Total program costs not to exceed $5,868,825 â&#x20AC;&#x201C; Financing: Current Funds ($144,825 upfront closing costs plus annual fees of $1,908,000 for a three year total cost of $5,724,000) (subject to annual appropriations) BACKGROUND The commercial paper program provides interim financing for capital projects with the commercial paper being retired by the issuance of long-term debt. The use of commercial paper permits a more cost efficient use of capital as short-term debt is issued to closely match the amount and timing of the payment of capital project contracts. Commercial paper notes are normally sold at interest rates that are lower than rates available at the same time on long-term debt. Outstanding commercial paper is reissued at maturity until retired by permanent long-term financing.

BACKGROUND (Continued) This action establishes the tenor of the program for the issuance of the remaining $642,000,000 in the 2012 Bond Program, $499,275,000 in the 2006 Bond Program and the remaining $33,037,600 in the 1998 Bond Program, which is estimated to be within a three year period. The City reserves the right to renew the commercial paper program for a longer period of time if seen fit for future bond programs. With the execution of credit agreements based upon commercial paper series, the City will maintain two series of commercial paper (Series A and Series C). The credit agreements with J.P. Morgan Chase Bank, and Wells Fargo N.A. are for a 3-year period. On January 20, 2010 City Council was briefed on the Capital Improvement Program and future bond sales. The briefing included information on alternative funding mechanisms in which city staff recommended moving forward with a general obligation commercial paper program. On September 1, 2010 City Council was briefed on the Capital Improvement Program Update which included information about the general obligation commercial paper program, timing and costs implementation, and responses from the Request for Proposals. On October 25, 2010 the Budget, Finance and Audit Committee was briefed on the selected vendors for dealer, liquidity provider and issuing/paying agent. On November 10, 2010 City Council approved Ordinance No. 28060 authorizing the issuance of General Obligation Commercial Paper Notes Series 2010A, Series 2010B, and Series 2010C short term obligations in an aggregate amount not to exceed $350,000,000 authorizing such short term obligations to be issued, sold, and delivered in the form of commercial paper notes; making certain covenants and agreements in connection therewith; which is estimated to be within a three year period; resolving other matters related to the issuance, sale, security and delivery of such short term obligations, including (a) authorizing a thirty-six-month $150,000,000 Credit Agreement with J.P. Morgan Chase Bank, N.A., a thirty-six-month $100,000,000 Credit Agreement with U.S. Bank National Association, and a thirty-six-month $100,000,000 Credit Agreement with Wells Fargo Bank, N.A., (b) the appointment of U.S. Bank National Association as the Issuing and Paying Agent and authorizing the execution of the Issuing and Paying Agent Agreement, and, (c) the appointment of Jefferies & Company, Inc. as the dealer and authorizing the execution of a Dealer Agreement; approving the payment of issuance costs in connection with the issuance of the short term obligations; approving the use of an Offering Memorandum in connection with the sale of the short term obligations; and providing an effective date. On June 3, 2013 the Budget, Finance and Audit Committee was briefed on the renewal of the commercial paper dealer, liquidity providers, and issuing and paying agent.

Agenda Date 06/12/2013 - page 2

ESTIMATED SCHEDULE OF PROJECT June July

12, 2013 – Council Approves Oridinance 9, 2013 – Effective Date of Amended Agreements

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) City Council was briefed on January 20, 2010. City Council was briefed on September 1, 2010. Budget, Finance and Audit Committee was briefed on October 25, 2010. City Council approved Ordinance No. 28060 on November 10, 2010. Budget, Finance and Audit Committee is scheduled to be briefed on June 3, 2013. FISCAL INFORMATION $5,868,825 – Current Funds (subject to annual appropriations) Total costs for the $350,000,000 general obligation commercial paper program are not to exceed $5,868,825 ($144,825 upfront closing costs plus annual fees of $1,908,000 for a total 3 year cost of $5,724,000). M/WBE INFORMATION Total not-to-exceed M/WBE costs are $57,000. The total financial advisory not-to-exceed amount includes $47,000 or 18.7% to be paid to Estrada Hinojosa & Company, Inc. which acts as co-financial advisor and $10,000 or 4.0% to be paid to West & Associates which acts as co-bond counsel. (See Attachment I) All work related to the Issuing and Paying Agent Agreement will be performed by U.S. Bank National Association and all work related to the Credit Agreement will be performed by J.P. Morgan Chase Bank and Wells Fargo Bank.

Agenda Date 06/12/2013 - page 3

ORDINANCE OF THE CITY OF DALLAS, TEXAS APPROVING AND AUTHORIZING FIRST AMENDMENTS TO THE CREDIT AGREEMENTS AND FEE LETTERS RELATING TO THE CITY'S COMMERCIAL PAPER PROGRAM; APPROVING AND AUTHORIZING THE FIRST AMENDMENT TO THE ORDINANCE AUTHORIZING THE GENERAL OBLIGATION COMMERCIAL PAPER NOTES, SERIES 2010A and 2010C, APPROVING A REVISED OFFERING MEMORANDUM AND RESOLVING OTHER MATTERS RELATING THERETO

WHEREAS, the City of Dallas, Texas (the "City") has previously authorized a general obligation commercial paper program by the adoption of its ordinance (the "Note Ordinance") authorizing the City of Dallas, Texas General Obligation Commercial Paper Notes, Series 2010A, 2010B and 2010C (the "Notes") adopted November 20, 2010; and WHEREAS, the Note Ordinance also approved credit agreements by and between the City and JPMorgan Chase Bank, National Association (the "JPMorgan Credit Agreement"), U.S. Bank National Association (the "U.S. Bank Credit Agreement") and Wells Fargo Bank National Association (the "Wells Fargo Credit Agreement" and together with the JPMorgan Credit Agreement, and U.S. Bank Credit Agreement the "Credit Agreements'), all dated December 1, 2010;and WHEREAS, the City and JPMorgan Chase Bank and Wells Fargo Bank have also entered into fee letters (the "Fee Letters") with respect to the Credit Agreements that set forth the fees paid by the City to JPMorgan Chase Bank and Wells Fargo Bank; and WHEREAS, the Credit Agreements expire on December 2, 2013 and the City and JPMorgan Chase Bank and Wells Fargo Bank desire to amend the JPMorgan Credit Agreement and the Wells Fargo Credit Agreement to extend the expiration date; and WHEREAS, the City and JPMorgan Chase Bank and Wells Fargo Bank also desire to amend the Fee Letters to reduce the facility fees paid by the City pursuant to the Fee Letters; and WHEREAS, the City plans to reduce the U.S. Bank Credit Agreement Commitment (as defined in the Credit Agreements) to zero and desires to amend the JPMorgan Credit Agreement and Wells Fargo Credit Agreement to increase the JPMorgan Credit Agreement Commitment and Wells Fargo Credit Agreement Commitment to $200 Million and $150 Million, respectively; and WHEREAS, the City further desires to amend the Note Ordinance to amend the provisions of the Note Ordinance regarding the substitution of credit facilities to provide that any substitution of a credit facility will not become effective until all Outstanding Notes (as defined

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in the Note Ordinance) have matured, thereby making the City's Notes more marketable to a broader range of Note purchasers; and WHEREAS, the City Council has determined that it is in the best interests of the City to authorize an amendments to the JPMorgan Credit Agreement and the Wells Fargo Credit Agreement and their respective Fee Letters pursuant to the First Amendments attached hereto; and WHEREAS, the City Council has also determined that it is in the best interests of the City to amend the provisions of the Note Ordinance relating to the substitution of credit facilities and that such amendment will benefit the City and prospective Note purchasers; and WHEREAS, as a result of the First Amendments and the amendment to the Note Ordinance, the City desires to revise and update the offering memorandum (the "Offering Memorandum") relating to the Notes; and WHEREAS, the meeting at which this Ordinance is considered is open to the public as required by law, and public notice of the time, place and purpose of said meeting was given as required by Chapter 551, Texas Government Code, as amended; and NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS, TEXAS: The findings and determinations set forth in the preambles hereto are Section 1. hereby incorporated by reference for all purposes. The First Amendments to the JPMorgan Credit Agreement and the Wells Section 2. Fargo Credit Agreement, and their respective Fee Letters, the form, terms and provisions of which as are presented at this meeting and attached hereto as Exhibits A and B, are hereby authorized and approved. The City Manager is hereby authorized and directed to execute and deliver the First Amendments and Fee Letters with such changes as she may approve. Section 3.03 of the Note Ordinance is hereby amended to add subsection Section 3. (d) which shall state in its entirety: (d) So long as any Notes remain Outstanding, the substitute Credit Agreement shall not take effect. The substitute Credit Agreement shall take effect upon the maturity of all Outstanding Notes. The Offering Memorandum in substantially the form attached hereto as Section 4. Exhibit C, is hereby authorized and approved. The City's Financial Advisors, Bond Counsel and staff are hereby Section 5. authorized and directed to take any and all action and execute such certificates, instruction letters or agreements as may be required to carry out the purposes of this ordinance. City staff is hereby authorized and directed to approve payment of the costs associated with this Ordinance upon presentation of invoices for such costs.

PASSED AND ADOPTED THIS 12th day of June 2013.

[Signature pages follows]

City Manager, City of Dallas, Texas ATTEST:

City Secretary, City of Dallas, Texas

Signature Page to City of Dallas, Texas Ordinance Amending Commercial Paper Program

EXHIBIT A FIRST AMENDMENT TO JPMORGAN CREDIT AGREEMENT AND FEE LETTER

FIRST AMENDMENT dated July 9, 2013 to CREDIT AGREEMENT dated as of December 1, 2010 between CITY OF DALLAS, TEXAS and JPMORGAN CHASE BANK, N.A

relating to: General Obligation Commercial Paper Notes Series 201 OA

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This FIRST AMENDMENT, dated July 9, 2013 (the "First Amendment"), to CREDIT AGREEMENT, dated as of December 1, 2010 (the "Original Agreement"), is entered into by and between CITY OF DALLAS, TEXAS (the "City") and JPMORGAN CHASE BANK, N.A. (including its successors and assigns, the "BanJr'). Terms used herein with initial capital letters and not otherwise defmed shall have the respective meanings attributed thereto in the Agreement (as such term is defined Section II below). I.

RECITALS

Credit Agreement, dated as of same is hereby amended and amended and supplemented, the to certain conditions, to make for the payment of the

WHEREAS, the City has requested, among other things, that the Bank increase the principal amount of the Commitment, reduce the Facility Fee and extend the Expiry Date, and the Bank is willing to do so on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the respective agreements contained herein and in the Agreement, and intending to be legally bound, the City and the Bank hereby agree as follows. II.

AMENDMENTS

The Agreement is hereby amended as follows: (1)

Section 1.1 of the Agreement is hereby amended by the addition of the following definitions which are to be situated within Section 1.01 on an alphabetical basis:

"First Amendment" means the First Amendment to the Credit Agreement, by and between the City and the Bank, dated July 9, 2013. "First Amendment Effective Date" means July 9, 2013. "Original Agreement" means the Credit Agreement, by and between the City and the Bank, dated as of December 1, 2010, excluding any amendments or supplements thereto since the date thereof.

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(2)

Section 1.1 of the Agreement is hereby amended by deleting the definitions of "Expiry Date," "Fee Letter" and "S&P" and replacing the same as follows:

"Expiry Date" means the earliest to occur of: (a) December 2, 2016, as such date may be extended pursuant to Section 3.1 (c) hereof and (b) the Termination Date. "Fee Letter" means the letter, dated the First Amendment Effective Date, from the Bank to the City regarding fees, costs and expenses. "S&P" means Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business, and its successors or assigns. 路 (3)

The first sentence of Section 3.1(b) of the Agreement is hereby deleted and replaced with the following:

On and as of the First Amendment Effective Date, the amount available for making Advances under the Commitment is $214,794,520.55, which comprises $200,000,000 available to pay principal on maturing Notes and $14,794,520.55 available to pay interest on maturing Notes.

(4)

if to the Bank:

Section 8.1 of the Agreement is hereby amended by removing the information regarding the Bank and replacing with the following: For purposes of Notices of Loan, billing and payment:

JPMorgan Chase Bank, National Association Loan & Agency Services 500 Stanton Christiana Road, Ops 2, Floor 03 Newark, DE 19713 Mail Code: DE3-2720 Attention: RobertMadak/Lorie Paulin Telephone: (302) 634-1392/(302) 634-8789 Facsimile: (302) 634-8459 and For all notices, reports, requests, etc. delivered to the Bank that are not described above: Email: public.finance.notices@jpmorgan.com WITH REFERENCE TO (IN BOLD TEXT) CITY OF DALLAS, TEXAS COMPLIANCE MATERIALS (MM/DD!YY) IN THE SUBJECT LINE

(5)

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Exhibit C to the Agreement is hereby deleted and replaced with Exhibit C hereto.

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************************************************** Unless otherwise specifically set forth herein, references hereinafter to the Agreement shall be deemed to be references to the Agreement as amended hereby and by the Fee Letter and terms defined in the Agreement shall, unless otherwise modified in this First Amendment, be used herein as defined therein.

III.

CONDITIONS TO DELIVERY OF THIS FIRST AMENDMENT

The amendments to the Agreement provided for in Section II hereof shall become effective on the First Amendment Effective Date; provided, that each of the following conditions shall be fulfilled to the satisfaction of the Bank: (a)

Documentation from the City. The Bank shall have received:

(i) executed counterpart of this First Amendment and the Fee Letter, and the original duly executed Bank Note, each signed by an Authorized Representative, (ii) opinion of Bond Counsel, dated the First Amendment Effective Date and in form satisfactory to the Bank, and (iii) all other legal matters pertaining to the execution and delivery of this First Amendment, the Fee Letter and the Bank Note and the execution and delivery hereof and thereof by the Bank (if applicable) shall constitute conclusive evidence that all such legal matters have been completed to the satisfaction of the Bank. (b)

Documentation from the Bank. The City shall have received:

Representations and Warranties True.

(i) (A) The representations and warranties of the City contained in Article V of the Agreement and (B) the representations and warranties contained in this First Amendment shall, in each case, be true and correct in all material respects with the same effect as though made on and as of the First Amendment Effective Date, except to the extent a representation or warranty relates specifically to an earlier date (in which case, such representation or warranty shall have been true and correct in all material respects as of such earlier date). 14462554.4

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(ii) In addition to the foregoing representations, the City hereby represents and warrants as follows: (A) the execution, delivery and performance by the City of this First Amendment, the Fee Letter and the Bank Note have been duly authorized by all necessary action by the City and do not contravene, or result in the violation of or constitute a material default under, any provision of applicable law or regulation, the Act or any order, rule or regulation of any court, governmental agency or instrumentality or any agreement, resolution or instrument to which the City is a party or by which it or any of its property is bound, (B) the City has performed, and is in compliance with, all agreements and conditions set forth in the Ordinance, the Agreement, the Bank Note and the Note Agreements it is required to satisfy in connection therewith and the Agreement, as amended by this First Amendment, the Fee Letter and the Bank Note constitute the legal, valid and binding obligations of the City and are enforceable against the City in accordance with their respective terms, (C) (i) no material "event of default" specified in the Ordinance and no event which, with the giving of notice or lapse of time or both would become such a material "event of default," has occurred and is continuing, and (ii) no Default or Event of Default shall have occurred and be continuing under the Agreement on and as of the First Amendment Effective Date, and (D) no authorization, consent, approval, permit, license, or exemption of, or filing or registration with, any court or governmental department, commission, board, bureau, agency or instrumentality that has not been obtained or issued is or will be necessary for the valid execution, delivery or performance by the City of this First Amendment, the Fee Letter and the Bank Note, and the City has provided, or will cause to be provided, on or prior to the First Amendment Effective Date, written notice of this First Amendment to each of the Dealer, the Issuing and Paying Agent, Moody's and S&P. (d) Absence of Certain Events. In addition to the foregoing, (i) the Bank shall have determined, as of the First Amendment Effective Date, that no law, regulation, ruling or other action of the United States, the State of New York or the State of Texas or any political subdivision or other Governmental Authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent the Bank from fulfilling its obligations under this Agreement, as amended by this First Amendment, the Fee Letter, the Bank Note or the Note Agreements to which each such entity is a party and (ii) no material adverse change in the laws, rules, guidelines, or regulations (or their interpretation or administration) currently in effect and applicable to the parties hereto, and the transactions contemplated hereby, as determined in sole discretion of the Bank, reasonably exercised, shall have occurred such that it makes it impossible or illegal for the Bank to perform its obligations under the Agreement and the First Amendment. (e) Waiver of Notice. By virtue of its execution and delivery of this First Amendment, the Bank hereby waives, to the extent required, all notice provisions (both written 14462554.4

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and oral) required or set forth m Section 3.1 (c) of the Original Agreement regarding the extension of the Expiry Date. (f) Fees. The City shall have paid in full, in immediately available funds, on or before the First Amendment Effective Date, or alternative arrangements satisfactory therefor shall have been made with the Bank on or before the First Amendment Effective Date, for the payment of all amounts owing to the Bank pursuant to the Fee Letter. IV.

HEADINGS

Section headings in this First Amendment are included herein for convenience of reference only and shall not have any effect for purposes of interpretation or construction of the terms of this First Amendment.

COUNTERPARTS

This First Amendment may be executed in one or more counterparts, each of which taken together shall constitute one original and all of which shall constitute one and the same instrument.

VI.

SEVERABILITY

In case any one or more of the provisions contained herein should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired hereby.

VII.

MISCELLANEOUS

(a) The parties hereto acknowledge and confirm that, from and after the First Amendment Effective Date, any reference in the Agreement, the Fee Letter, the Bank Note or the Note Agreements to the "Agreement" shall mean and refer to, collectively, the Agreement, as amended hereby, and the Fee Letter. (b) From and after the First Amendment Effective Date, the Agreement shall remain in full force and effect and unaffected hereby except as set forth herein. (c) This First Amendment shall be subject to Sections 8.13, 8.15 and 8.16 of the Agreement, as if the text of said Sections was set forth herein in full. [Remainder ofpage intentionally left blank; signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by their respective duly authorized signatories as of the day and year first written above. CITY OF DALLAS, TEXAS

By:__________________________________ MaryK. Suhm City Manager

JPMORGAN CHASE BANK, N.A.,

By: ____________________________ David M. Bayer Executive Director

EXHIBITC FORM OF BANK NOTE July 9, 2013 CITY OF DALLAS GENERAL OBLIGATION COMMERCIAL PAPER NOTES, SERIES 201 OA The CITY OF DALLAS, TEXAS, acknowledges itself indebted and for value received promises to pay to JPMorgan Chase Bank, National Association (the "Bank") in lawful money of the United States of America, the lesser of (i) $214,794,520.55, as such amount may be permanently reduced pursuant to Section 3.6 of that certain Credit Agreement, dated as of December 1, 2010 (as amended by the First Amendment, dated July 9, 2013, the "Credit Agreement"), between the City of Dallas, Texas and the Bank and (ii) the unpaid principal balance of each Advance and Term Loan under the Commitment made by the Bank to the City of Dallas, Texas under the Credit Agreement, in accordance with Section 3.5 of the Credit Agreement, subject to prepayment and acceleration as provided in the Credit Agreement. The City of Dallas, Texas, promises to pay interest on the unpaid principal amount of each such Advance or Term Loan on the dates and at the rate or rates provided for in the Credit Agreement. Within the limits of and to the extent permitted by the Credit Agreement, the City of Dallas, Texas may borrow, repay andre-borrow under the Credit Agreement with respect to Advances under the Commitment. All such payments of principal shall be made in immediately available funds at the office of the Bank pursuant to Section 3.8 of the Credit Agreement and shall be computed in accordance with and subject to the terms and conditions of the Credit Agreement. This Note is being issued pursuant to the Credit Agreement to provide a revolving liquidity line of credit to the City of Dallas, Texas to fund the payment, at stated maturity, of the principal and accrued interest of the City of Dallas General Obligation Commercial Paper Notes, Series 2010A. Provision has been made for the payment of principal of this Note sufficient to provide for the payment of principal hereof, as such principal matures, and such security interests have been irrevocably pledged for such payment. It is hereby certified that every requirement of law relating to the issue hereof has been duly complied with and that this Note is within every applicable debt or other limit.

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IN WITNESS WHEREOF, THE CITY OF DALLAS, TEXAS has caused this Note to be signed in its name by its City Manager and attested to by its City Secretary, and be sealed with the seal of the City, and this Note to be dated the date and year first written above. CITY OF DALLAS, TEXAS (SEAL)

By: _______________________________

ATTEST By: ______________________

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CITY OF DALLAS GENERAL OBLIGATION COMMERCIAL PAPER NOTES, SERIES 201 OA ADVANCES AND PAYMENTS OF PRINCIPAL

Date

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Amount of Advance

Principal Repaid/Prepaid

Maturity Date

Notation Made by

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A-2

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FIRST AMENDMENT dated July 9, 2013 to CREDIT AGREEMENT dated as of December 1, 20 10 between CITY OF DALLAS, TEXAS and JPMORGAN CHASE BANK, N.A relating to: General Obligation Commercial Paper Notes Series 201 OA

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This FIRST AMENDMENT, dated July 9, 2013 (the "First Amendment"), to CREDIT AGREEMENT, dated as of December 1, 2010 (the "Original Agreement"), is entered into by and between CITY OF DALLAS, TEXAS (the "City") and JPMORGAN CHASE BANK, N.A. (including its successors and assigns, the "Ban/('). Terms used herein with initial capital letters and not otherwise defined shall have the respective meanings attributed thereto in the Agreement (as such term is defined Section II below). I.

RECITALS

WHEREAS, the City authorized the issuance of the "General Obligation Commercial Paper Notes, Series 2010A" in an aggregate principal amount not to exceed $150,000,000 (the "Notes"), pursuant to Ordinance No. 28060, adopted by the City Council of the City on November 10, 2010, as amended and supplemented from time to time (the "Ordinance"); and WHEREAS, the City and the Bank entered into the Credit Agreement, dated as of December 1, 2010 (the "Original Agreement" and, as the same is hereby amended and supplemented by this First Amendment and may hereafter be amended and supplemented, the "Agreement"), pursuant to which the Bank agreed, subject to certain conditions, to make advances from time to time to provide funds for the payment of the Notes on the maturity dates thereof; and WHEREAS, the City has requested, among other things, that the Bank increase the principal amount of the Commitment, reduce the Facility Fee and extend the Expiry Date, and the Bank is willing to do so on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the respective agreements contained herein and in the Agreement, and intending to be legally bound, the City and the Bank hereby agree as follows. II.

AMENDMENTS

The Agreement is hereby amended as follows: (1)

Section 1.1 of the Agreement is hereby amended by the addition of the following definitions which are to be situated within Section 1.01 on an alphabetical basis:

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(2)

Section 1.1 of the Agreement is hereby amended by deleting the definitions of "Expiry Date," "Fee Letter" and "S&P" and replacing the same as follows:

The first sentence of Section 3.1(b) of the Agreement is hereby deleted and replaced with the following:

if to the Bank:

Section 8.1 of the Agreement is hereby amended by removing the information regarding the Bank and replacing with the following: For purposes of Notices of Loan, billing and payment: JPMorgan Chase Bank, National Association Loan & Agency Services 500 Stanton Christiana Road, Ops 2, Floor 03 Newark, DE 19713 Mail Code: DE3-2720 Attention: RobertMadak/Lorie Paulin Telephone: (302) 634-1392/(302) 634-8789 Facsimile: (302) 634-8459

and For all notices, reports, requests, etc. delivered to the Bank that are not described above: Email: public.finance.notices@jpmorgan.com WITH REFERENCE TO (IN BOLD TEXT) CITY OF DALLAS, TEXAS COMPLIANCE MATERIALS (MM/DDIYY) IN THE SUBJECT LINE

(5)

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Exhibit C to the Agreement is hereby deleted and replaced with Exhibit C hereto.

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III.

CONDITIONS TO DELIVERY OF THIS FIRST AMENDMENT

Documentation from the City. The Bank shall have received:

Documentation from the Bank. The City shall have received:

Representations and Warranties True.

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(ii) In addition to the foregoing representations, the City hereby represents and warrants as follows: (A) the execution, delivery and performance by the City of this First Amendment, the Fee Letter and the Bank Note have been duly authorized by all necessary action by the City and do not contravene, or result in the violation of or constitute a material default under, any provision of applicable law or regulation, the Act or any order, rule or regulation of any court, governmental agency or instrumentality or any agreement, resolution or instru:ment to which the City is a party or by which it or any of its property is bound, (B) the City has performed, and is in compliance with, all agreements and conditions set forth in the Ordinance, the Agreement, the Bank Note and the Note Agreements it is required to satisfy in connection therewith and the Agreement, as amended by this First Amendment, the Fee Letter and the Bank Note constitute the legal, valid and binding obligations of the City and are enforceable against the City in accordance with their respective terms, (C) (i) no material "event of default" specified in the Ordinance and no event which, with the giving of notice or lapse of time or both would become such a material "event of default," has occurred and is continuing, and (ii) no Default or Event of Default shall have occurred and be continuing under the Agreement on and as of the First Amendment Effective Date, and (D) no authorization, consent, approval, permit, license, or exemption of, or filing or registration with, any court or governmental department, commission, board, bureau, agency or instrumentality that has not been obtained or issued is or will be necessary for the valid execution, delivery or performance by the City of this First Amendment, the Fee Letter and the Bank Note, and the City has provided, or will cause to be provided, on or prior to the First Amendment Effective Date, written notice of this First Amendment to each of the Dealer, the Issuing and Paying Agent, Moody's and S&P. (d) Absence of Certain Events. In addition to the foregoing, (i) the Bank shall have determined, as of the First Amendment Effective Date, that no law, regulation, ruling or other action of the United States, the State of New York or the State of Texas or any political subdivision or other Governmental Authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent the Bank from fulfilling its obligations under this Agreement, as amended by this First Amendment, the Fee Letter, the Bank Note or the Note Agreements to which each such entity is a party and (ii) no material adverse change in the laws, rules, guidelines, or regulations (or their interpretation or administration) currently in effect and applicable to the parties hereto, and the transactions contemplated hereby, as determined in sole discretion of the Bank, reasonably exercised, shall have occurred such that it makes it impossible or illegal for the Bank to perform its obligations under the Agreement and the First Amendment. (e) Waiver of Notice. By virtue of its execution and delivery of this First Amendment, the Bank hereby waives, to the extent required, all notice provisions (both written 14462554.4

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IV.

HEADINGS

COUNTERPARTS

This First Amendment may be executed in one or more counterparts, each of which taken together shall constitute one original and all of which shall constitute one and the same instrument.

VI.

SEVERABILITY

VII.

MISCELLANEOUS

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By: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ MaryK. Suhm City Manager

JPMORGAN CHASE BANK, N.A.,

By: _ _ _ _ _ _ _ _ _ _ _ _ __ David M. Bayer Executive Director

EXHIBITC FORM OF BANK NOTE July 9, 2013 CITY OF DALLAS GENERAL OBLIGATION COMMERCIAL PAPER NOTES, SERIES 2010A The CITY OF DALLAS, TEXAS, acknowledges itself indebted and for value received promises to pay to JPMorgan Chase Bank, National Association (the "Bank") in lawful money of the United States of America, the lesser of (i) $214,794,520.55, as such amount may be permanently reduced pursuant to Section 3.6 of that certain Credit Agreement, dated as of December 1, 2010 (as amended by the First Amendment, dated July 9, 2013, the "Credit Agreement"), between the City of Dallas, Texas and the Bank and (ii) the unpaid principal balance of each Advance and Term Loan under the Commitment made by the Bank to the City of Dallas, Texas under the Credit Agreement, in accordance with Section 3.5 of the Credit Agreement, subject to prepayment and acceleration as provided in the Credit Agreement. The City of Dallas, Texas, promises to pay interest on the unpaid principal amount of each such Advance or Term Loan on the dates and at the rate or rates provided for in the Credit Agreement. Within the limits of and to the extent permitted by the Credit Agreement, the City of Dallas, Texas may borrow, repay andre-borrow under the Credit Agreement with respect to Advances under the Commitment. All such payments of principal shall be made in immediately available funds at the office of the Bank pursuant to Section 3.8 of the Credit Agreement and shall be computed in accordance with and subject to the terms and conditions of the Credit Agreement. This Note is being issued pursuant to the Credit Agreement to provide a revolving liquidity line of credit to the City of Dallas, Texas to fund the payment, at stated maturity, of the principal and accrued interest of the City of Dallas General Obligation Commercial Paper Notes, Series 201 OA. Provision has been made for the payment of principal of this Note sufficient to provide for the payment of principal hereof, as such principal matures, and such security interests have been irrevocably pledged for such payment. It is hereby certified that every requirement of law relating to the issue hereof has been duly complied with and that this Note is within every applicable debt or other limit.

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By: _______________________________

ATTEST By: _______________________

13149927.10 14462554.4

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CITY OF DALLAS GENERAL OBLIGATION COMMERCIAL PAPER NOTES, SERIES 2010A ADVANCES AND PAYMENTS OF PRINCIPAL

Date

14462554.4

Amount of Advance

Principal Repaid/Prepaid

Maturity Date

Notation Made by

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A-2

J.P. Morgan July 9, 2013 City of Dallas, Texas 1500 Marilla Street Dallas, Texas 75201 Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of December 1, 2010 (as amended by the First Amendment thereto, dated July 9, 2013, the "Agreement'), by and between the City of Dallas, Texas (the "City") and JPMorgan Chase Bank, N.A. (the "Bank"). Any capitalized term below that is defined in the Agreement (as amended on the date hereof) shall have the same meaning when used herein. This letter is the Fee Letter described in the Agreement, as amended on the date hereof.

In order to induce the Bank to enter into the First Amendment and to continue to provide liquidity support for the City's General Obligation Commercial Paper Notes, Series 2010A, the City agrees to make the following payments at the following times: (a) The City hereby agrees to pay to the Bank a non-refundable facility fee (the "Facility Fee") equal to .45% per annum on the daily amount of the Commitment (computed on the basis of a year of three hundred sixty (360) days of twelve (12) months and actual days elapsed and excluding, for this purpose, any outstanding Advances under the Commitment); provided, however, that if the long-term rating (the "Rating") assigned, without regard to credit enhancement, to the City's long-term general obligation debt, falls below Aal/AA+ by Moody's or S&P, respectively, the Facility Fee shall equal the per annum percentage as specified below: LEVEL

S&PRATING

MOODY'S RATING

FACILITY FEE

AA+ or above

Aal or above

0.45%

Aa2

0.60%

III

AA-

Aa3

0.75%

A+

0.90%

1.15%

A-

1.35%

VII

BBB+

Baal

1.55%

VIII

BBB

Baa2

1.85%

BBB- or below

Baa3 or below

2.10%

In the event of a split Rating (i.e., one of the Rating Agency's Rating is at a different level than the Rating ofthe other Rating Agency), the Facility Fee shall be based upon the level

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in which the lower Rating appears. Any change in the Facility Fee resulting from a change in a Rating shall be and become effective as of and on the date of the announcement of the change in such Rating. References to Ratings above are references to rating categories as presently determined by the Rating Agencies and, in the event of adoption of any new or changed rating system by any such Rating Agency, each of the Ratings from the Rating Agency in question referred to above shall be deemed to refer to the rating category under the new rating system which most closely approximates the applicable rating category as currently in effect. The City acknowledges, and the Bank agrees, that as of the First Amendment Effective Date the Facility Fee is that specified above for Level I. Upon the occurrence and during the continuance of an Event of Default or in the event that any Rating is suspended, withdrawn or is otherwise unavailable (but excluding any suspension, withdrawal or other unavailability to the extent that the applicable Rating Agency stipulates in writing that such action occurred in each case for noncredit related reasons), the Facility Fee shall be increased from the rate then in effect by an additional one percent (1.00%). The Facility Fee set forth herein (i) shall accrue from the First Amendment Effective Date through the first to occur of the Expiry Date or the date of earlier expiration or termination in whole of the Commitment and (ii) shall be payable (A) quarterly, in arrears, on each of the first Business Day of January, April, July, and October, commencing October 1, 2013; provided however, that in connection with the payment due October 1, 2013, the Facility Fee will be calculated as follows: (y) the Facility Fee due and owing for the period from and including July 1, 2013 to and including the day immediately preceding the First Amendment Effective Date shall be calculated in accordance with the terms of the Original Agreement (applying (I) the Facility Fee determined in accordance with the Fee Letter that preceded this Fee Letter to (II) the amount of the Commitment set forth in the Original Agreement) and (z) the Facility Fee from and including the First Amendment Effective Date to and including September 30, 2013 will be calculated pursuant to the provisions of paragraph (a) of this Fee Letter (applying (III) the Facility Fee determined in accordance with this Fee Letter to (IV) the amount of the Commitment set forth in the Agreement, as amended by the First Amendment) and (B) on the Expiry Date or the date of the earlier expiration or termination in whole of the Commitment where the Bank has no further obligation under the Agreement to fund Advances. The Facility Fee, together with any unpaid interest thereon, shall accrue interest at the Default Rate from the date payment is due until payment in full is actually made. (b) Legal Fees. On or before the First Amendment Effective Date, the fees and expenses ofNixon Peabody LLP, counsel to the Bank, in an amount not to exceed $7,500. (c) Advance Fee. The City hereby agrees to pay a non-refundable fee of $300 to the Bank for each Advance under the Agreement payable on the date of such Advance; provided, however, that the fee payable pursuant to this section shall not be required if an Advance is made as a result of a downgrade of the senior, unsecured short-term rating of the Bank to below "P-1" by Moody's or "A-1" by S&P. (d) Amendment and Transfer Fee. The City agrees to pay, or cause to be paid, to the Bank, on the date of each amendment, supplement or modification to the Agreement, or execution of any standard waiver or consent, a non-refundable fee equal to $3,000 plus, in each case, the reasonable fees and expenses of counsel to the Bank; provided, however, that the fee

14463506.5

payable pursuant to this section shall not be required in connection with an amendment executed solely for the purpose of extending the Expiry Date in accordance with the terms of the Agreement.

Termination. The City shall not terminate the Agreement prior to the Expiry Date (e) unless the City agrees to pay to the Bank, in addition to all other obligations that may be due and payable at such time, a termination fee (the "Termination Fee") equal to the Facility Fee for the period commencing on the First Amendment Effective Date through the Expiry Date, less any Facility Fees already paid by the City to the Bank during such period. Notwithstanding the foregoing provisions of this paragraph (e), no Termination Fee will be required to be paid by the City if (A) (i) Moody's shall have lowered or withdrawn the short-term rating on the Notes below "P-1" as a result of the reduction by Moody's of the senior, unsecured short-term rating of the Bank; or (ii) S&P shall have lowered or withdrawn the short-term rating on the Notes below "A-1" as a result ofthe reduction by S&P ofthe senior, unsecured short-term rating of the Bank; or (B) the City elects to repay, restructure or defease the Notes in full or in part from a source of fixed rate funds that does not involve the issuance by a bank or other financial institution other than the Bank of a letter of credit, liquidity facility or credit facility; provided, however, all obligations owed by the City under the Agreement and this Fee Letter including, without limitation, all principal and interest evidenced by the Bank Note, shall be paid by the City to the Bank at or prior to the date of termination. All fees payable under this Fee Letter and the Agreement are to compensate the Bank for its commitment to lend, will be nonrefundable and will be deemed earned when paid. This Fee Letter shall be governed by and construed in accordance with the laws of the State of Texas, without regard to any otherwise applicable principles of conflicts of laws; provided that, notwithstanding the foregoing, the obligations of the Bank hereunder shall be governed by and construed in accordance with the laws of the State ofNew York, without regard to any otherwise applicable principles of conflicts of laws. This Fee Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Fee Letter by electronic transmission shall be effective as delivery of a manually executed counterpart hereof. This Fee Letter is delivered to the City on the understanding that except as required by law, regulation or a court of competent jurisdiction or in connection with a dispute, including but not limited to legal proceedings, between the City and the Bank, neither this Fee Letter nor any of its terms shall be disclosed to any other financial institution nor posted to the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system. The Bank acknowledges that the Fee Letter is subject to open records requests received by the City. Should this Fee Letter be disclosed pursuant to such a request, the City shall have no responsibility or liability for the further dissemination of this Fee Letter or any of the information contained therein to other persons. Please confirm that the foregoing is the City's mutual understanding by signing and returning to the Bank an executed counterpart of this Fee Letter. This Fee Letter shall become

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effective as ofthe date first above referenced upon the Bank's receipt of an executed counterpart ofthis Fee Letter from the City.

[SIGNATURE PAGE FOLLOWS]

14463506.5

Very truly yours, JPMORGAN CHASE BANK, N.A.

By: -------------------------------Name: Title:

Accepted and agreed to as of the date first written above by: CITY OF DALLAS, TEXAS

By: ________________________ Name: Title:

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EXHIBITB FIRST AMENDMENT TO WELLS FARGO CREDIT AGREEMENT AND FEE LETTER

FIRST AMENDMENT

dated July 9, 2013

CREDIT AGREEMENT

dated as of

December 1, 201 0

between

CITY OF DALLAS, TEXAS

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

relating to:

General Obligation Commercial Paper Notes Series 201 OC

3404277 01 03.doc 4117487

This FIRST AMENDMENT, dated July 9, 2013 (the "First Amendment"), to CREDIT AGREEMENT, dated as of December 1, 2010 (the "Original Agreement"), is entered into by and between CITY OF DALLAS, TEXAS (the "City") and WELLS FARGO BANK, NATIONAL. ASSOCIATION (including its successors and assigns, the "Bank"). Terms used herein with initial capital letters and not otherwise defined shall have the respective meanings attributed thereto in the Agreement (as such term is defined Section II below). SECTION I.

RECITALS.

WHEREAS, the City authorized the issuance of the "General Obligation Commercial Paper Notes, Series 2010C" in an aggregate principal amount not to exceed $150,000,000 (the "Notes"), pursuant to Ordinance No. 28060, adopted by the City Council of the City on November 10, 2010, as amended and supplemented from time to time (the "Ordinance"); and WHEREAS the City and the Bank entered into the Credit Agreement, dated as of December 1, 2010 (the "Original Agreement" and, as the same is hereby amended and supplemented by this First Amendment and may hereafter be amended and supplemented, the "Agreement"), pursuant to which the Bank agreed, subject to certain conditions, to make advances from time to time to provide funds for the payment of the Notes on the maturity dates thereof; and WHEREAS, the City has requested, among other things, that the Bank increase the principal amount of the Commitment, reduce the Facility Fee and extend the Expiry Date, and the Bank is willing to do so on the terms and subject to the conditions set forth herein. Now, THEREFORE, in consideration of the respective agreements contained herein and in the Agreement, and intending to be legally bound, the City and the Bank hereby agree as follows. SECTION II.

AMENDMENTS.

The Agreement is hereby amended as follows: 1. Section 1.1 of the Agreement is hereby amended by the addition of the following definitions which are to be situated within Section 1.01 on an alphabetical basis:

(2) Section 1.1 of the Agreement is hereby amended by deleting the definitions of "Expiry Date," "Fee Letter" and "S&P" and replacing the same as follows: "Expiry Date" means the earliest to occur of: (a) December 2, 2016, as such date may be extended pursuant to Section 3.1 (c) hereof and (b) the Termination Date. "Fee Letter" means that certain Amended and Restated Fee Letter dated the First Amendment Effective Date, between the Bank and the City. "S&P" means Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business, and its successors or assigns.

(3) The first sentence of Section 3.1 (b) of the Agreement is hereby deleted and replaced with the following: On and as of the First Amendment Effective Date, the amount available for making Advances under the Commitment is $161,095,891, which comprises $150,000,000 available to pay principal on maturing Notes and $11,095,891 available to pay interest on maturing Notes. (4) Section 8.1 of the Agreement is hereby amended by removing the information regarding the Bank and replacing with the following: if to the Bank:

(5)

Wells Fargo Bank, National Association 1445 Ross Avenue, Suite 2314 Dallas, Texas 75202 Attention: Stephen F. Callahan Telephone: Facsimile:

Exhibit C to the Agreement is hereby deleted and replaced with Exhibit C hereto.

CONDITIONS TO DELIVERY OF THIS FIRST AMENDMENT.

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(a)

Documentation from the City. The Bank shall have received:

Documentation from the Bank. The City shall have received:

(i) executed counterpart of this First Amendment and the Fee Letter, each signed by an authorized officer of the Bank, (ii) opinion of Bank Counsel, dated the First Amendment Effective Date and in form satisfactory to the City, and (iii) all other legal matters pertaining to the execution and delivery of this First Amendment and the Fee Letter and the execution and delivery hereof and thereof by the City shall constitute conclusive evidence that all such legal matters have been completed to the satisfaction of the City. Representations and Warranties True. (i) (A) The representations and (c) warranties of the City contained in Article V of the Agreement and (B) the representations and warranties contained in this First Amendment shall, in each case, be true and correct in all material respects with the same effect as though made on and as of the First Amendment Effective Date, except to the extent a representation or warranty relates specifically to an earlier date (in which case, such representation or warranty shall have been true and correct in all material respects as of such earlier date).

(B) the City has performed, and is in compliance with, all agreements and conditions set forth in the Ordinance, the Agreement, the Bank Note and the Note Agreements it is required to satisfy in connection therewith and the Agreement, as amended by this First Amendment, the Fee Letter and the Bank Note constitute the legal, valid and binding obligations of the City and are enforceable against the City in accordance with their respective terms, (C) (i) no material "event of default" specified in the Ordinance and no event which, with the giving of notice or lapse of time or both would become such a material "event of default," has occurred and is continuing, and (ii) no Default or Event of Default shall have occurred and be continuing under the Agreement on and as of the First Amendment Effective Date, and (D) no authorization, consent, approval, permit, license, or exemption of, or filing or registration with, any court or governmental department, commission, board, bureau, agency or instrumentality that has not been obtained or issued is or will be necessary for the valid execution, delivery or performance by the City of this First Amendment, the Fee Letter and the Bank Note, and the City has provided, or will cause to be provided, on or prior to the First Amendment Effective Date, written notice of this First Amendment to each of the Dealer, the Issuing and Paying Agent, Moody's and S&P.

Absence of Certain Events. In addition to the foregoing, (i) the Bank shall (d) have determined, as of the First Amendment Effective Date, that no law, regulation, ruling or other action of the United States, the State of New York or the State of Texas or any political subdivision or other Governmental Authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent the Bank from fulfilling its obligations under this Agreement, as amended by this First Amendment, the Fee Letter, the Bank Note or the Note Agreements to which each such entity is a party and (ii) no material adverse change in the laws, rules, guidelines, or regulations (or their interpretation or administration) currently in effect and applicable to the parties hereto, and the transactions contemplated hereby, as determined in sole discretion of the Bank, reasonably exercised, shall have occurred such that it makes it impossible or illegal for the Bank to perform its obligations under the Agreement and the First Amendment. Waiver of Notice. By virtue of its execution and delivery of this First (e) Amendment, the Bank hereby waives, to the extent required, all notice provisions (both written and oral) required or set forth in Section 3.1 (c) of the Original Agreement regarding the extension of the Expiry Date. Fees. The City shall have paid in full, in immediately available funds, on (f) or before the First Amendment Effective Date, or alternative arrangements satisfactory therefor shall have been made with the Bank on or before the First Amendment Effective Date, for the payment of all amounts owing to the Bank pursuant to the Fee Letter.

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SECTION IV.

HEADINGS.

COUNTERPARTS.

This First Amendment may be executed in one or more counterparts, each of which taken together shall constitute one original and all of which shall constitute one and the same instrument. SECTION VI.

SEVERABILITY.

MISCELLANEOUS.

(a) The parties hereto acknowledge and confirm that, from and after the First Amendment Effective Date, any reference in the Agreement, the Fee Letter, the Bank Note or the Note Agreements to the "Agreement" shall mean and refer to, collectively, the Agreement, as amended hereby, and the Fee Letter. (b) From and after the First Amendment Effective Date, the Agreement shall remain in full force and effect and unaffected hereby except as set forth herein. (c) This First Amendment shall be subject to Sections 8.13, 8.15 and 8.16 of the Agreement, as if the text of said Sections was set forth herein in full. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]

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By:

MaryK. Suhm City Manager

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:

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

Stephen F. Callahan Vice President

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EXHIBITC FORM OF BANK NOTE

July 9, 2013 CITY OF DALLAS GENERAL OBLIGATION COMMERCIAL PAPER NOTES, SERIES 201 OC

The CITY OF DALLAS, TEXAS, acknowledges itself indebted and for value received promises to pay to Wells Fargo Bank, National Association (the "Bank") in lawful money of the United States of America, the lesser of (i) $161,095,891, as such amount may be permanently reduced pursuant to Section 3. 6 of that certain Credit Agreement, dated as of December 1, 2010 (as amended by the First Amendment, dated July 9, 2013, the "Credit Agreement"), between the City of Dallas, Texas and the Bank and (ii) the unpaid principal balance of each Advance and Term Loan under the Commitment made by the Bank to the City of Dallas, Texas under the Credit Agreement, in accordance with Section 3.5 of the Credit Agreement, subject to prepayment and acceleration as provided in the Credit Agreement. The City of Dallas, Texas, promises to pay interest on the unpaid principal amount of each such Advance or Term Loan on the dates and at the rate or rates provided for in the Credit Agreement. Within the limits of and to the extent permitted by the Credit Agreement, the City of Dallas, Texas may borrow, repay and re-borrow under the Credit Agreement with respect to Advances under the Commitment. All such payments of principal shall be made in immediately available funds at the office of the Bank pursuant to Section 3.8 of the Credit Agreement and shall be computed in accordance with and subject to the terms and conditions of the Credit Agreement. This Note is being issued pursuant to the Credit Agreement to provide a revolving liquidity line of credit to the City of Dallas, Texas to fund the payment, at stated maturity, of the principal and accrued interest of the City of Dallas General Obligation Commercial Paper Notes, Series 201 OC. Provision has been made for the payment of principal of this Note sufficient to provide for the payment of principal hereof, as such principal matures, and such security interests have been irrevocably pledged for such payment. It is hereby certified that every requirement of law relating to the issue hereof has been duly complied with and that this Note is within every applicable debt or other limit.

By: _____________________________ (SEAL) ATTEST

By: _ _ _ _ _ _ _ _ _ _ _ _ __

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CITY OF DALLAS GENERAL OBLIGATION COMMERCIAL PAPER NOTES, SERIES 2010A ADVANCES AND PAYMENTS OF PRINCIPAL

DATE

AMOUNT OF ADVANCE

PRINCIPAL REP AID/PREP AID

MATURITY DATE

NOTATION MADE BY

Dated July 9, 2013

City of Dallas, Texas 1500 Marilla Street Dallas, Texas 75201 Ladies and Gentlemen: Reference is made to the Amended and Restated Credit Agreement dated as of July 1, 2013 (as amended or supplemented, the "Agreement"), by and between the City of Dallas, Texas (the "City") and Wells Fargo Bank, National Association (the "Bank"). Any capitalized term below that is defined in the Agreement shall have the same meaning when used herein. This letter is the Amended and Restated Fee Letter described in the Agreement. In order to induce the Bank to enter into the Agreement and to provide liquidity support for the City's General Obligation Commercial Paper Notes, Series 2010C in an amount not to exceed $161,095,891, the City agrees to make the following payments at the following times: (a) Facility Fee. The City hereby agrees to pay to the Bank a non-refundable facility fee (the "Facility Fee") in an amount equal the rate per annum associated with the applicable Level as set forth below on the daily amount of the Commitment (computed on the basis of a year of three hundred sixty (360) days of twelve (12) months and actual days elapsed and excluding, for this purpose, any outstanding Advances under the Commitment): (i) For the period commencing on and including April 1, 2013, to but not including July 9, 2013, the Facility Fee Rate equal the rate per annum corresponding to the Level associated with the Rating (as defined below) as follows: LEVEL

S&PRATING

MOODY'S RATING

FACILITY FEE

AA+ or above

Aa1 or above

0.575%

Aa2

0.725%

III

AA-

Aa3

0.875%

A+

1.075%

1.275%

A-

1.475%

VII

BBB+

Baal

1.725%

VIII

BBB

Baa2

1.975%

BBB- or below

Baa3 or below

2.225%

DM-#4308642-vl-Fee_letter_-_Wells.doc 4117487 #4308642.1

(ii) For the period commencing on and including July 9, 2013, and at all times thereafter, the Facility Fee means, as of any date, the rate per annum corresponding to the Level associated with the Rating (as defined below) as follows: LEVEL

S&PRATING

MOODY'S RATING

FACILITY FEE

AA+orabove

Aal or above

0.45%

Aa2

0.60%

III

AA-

Aa3

0.75%

A+

0.95%

1.15%

A-

1.35%

VII

BBB+

Baal

1.60%

VIII

BBB

Baa2

1.85%

BBB- or below

Baa3 or below

2.10%

The term "Rating" shall mean the lowest long-term rating (the "Rating") assigned, without regard to credit enhancement, to the City's long-term general obligation debt. In the event of a split Rating (i.e., one of the Rating Agency's Rating is at a different level than the Rating ofthe other Rating Agency), the Facility Fee shall be based upon the level in which the lower rating appears. Any change in the Facility Fee resulting from a change in a Rating shall be and become effective as of and on the date of the announcement of the change in such Rating. References to Ratings above are references to rating categories as presently determined by the Rating Agencies and in the event of adoption of any new or changed rating system by any such Rating Agency, each of the Ratings from the Rating Agency in question referred to above shall be deemed to refer to the rating category under the new rating system which most closely approximates the applicable rating category as currently in effect. The City acknowledges, and the Bank agrees, that as of the Amendment Date the Facility Fee is that specified above for Level I. Upon the occurrence and during the continuance of an Event of Default or in the event that any Rating is suspended, withdrawn or is otherwise unavailable (but excluding any suspension, withdrawal or other unavailability to the extent that the applicable Rating Agency stipulates in writing that such action occurred in each case for non-credit related reasons), the Facility Fee shall be increased from the rate then in effect by an additional one percent (1.00%). The Facility Fee shall be payable (A) quarterly, in arrears, on each of the first Business Day of January, April, July, and October, and (B) on the Expiry Date or the date of the earlier expiration or termination in whole of the Commitment where the Bank has no further obligation under the Agreement to fund Advances. The Facility Fee, together with interest on the Facility Fees, shall accrue interest at the Default Rate from the date payment is due until payment in full is actually made. (b) Legal Fees. On or before the Amendment Date, the fees and expenses of Chapman and Cutler LLP, counsel to the Bank. -2#4308642.1

(c) Advance Fee. The City hereby agrees to pay a non-refundable advance fee of $300 to the Bank for each Advance under the Agreement on the date of such Advance; provided, however, that the fee payable pursuant to this section shall not be required if an Advance is made as a result of a downgrade of the senior, unsecured short-term rating of the Bank to below "P-1" by Moody's or "A-1" by S&P. (d) Amendment and Transfer Fee. The City agrees to pay, or cause to be paid, to the Bank, on the date of each amendment, supplement or modification to the Agreement, or execution of any standard waiver or consent, a non-refundable fee equal to $3,000 plus, in each case, the reasonable fees and expenses of counsel to the Bank; provided, however, that the fee payable pursuant to this section shall not be required in connection with an amendment executed solely for the purpose of extending the Expiry Date in accordance with the terms of the Agreement. (e) Termination. The Bank shall not terminate the Agreement prior to the Expiry Date unless the City agrees to pay to the Bank, in addition to all other obligations that may be due and payable at such time, a termination fee (the "Termination Fee") equal to the Facility Fee for the period commencing on the Amendment Date through the Expiry Date, less any Facility Fees already paid by the City to the Bank during such period. Notwithstanding the foregoing provisions of this paragraph (e), no Termination Fee will be required to be paid by the City if (A) (i) Moody's shall have lowered or withdrawn the short-term rating on the Notes below "P-1" as a result of the reduction by Moody's of the senior, unsecured short-term rating of the Bank; or (ii) S&P shall have lowered or withdrawn the short-term rating on the Notes below "A-1" as a result of the reduction by S&P of the senior, unsecured short-term rating of the Bank; or (B) the City elects to repay, restructure or defease the Notes in full or in part from a source funds that does not involve the issuance by a bank or other financial institution other than the Bank of a letter of credit, liquidity facility, credit facility or a bank direct purchase; provided, however, all obligations owed by the City under the Agreement and this Amended and Restated Fee Letter including, without limitation, all principal and interest evidenced by the Bank Note, shall be paid by the City to the Bank at or prior to the date of termination. All fees payable under this Amended and Restated Fee Letter and the Agreement are to compensate the Bank for its commitment to lend, will be nonrefundable and will be deemed earned when paid. This Amended and Restated Fee Letter shall be governed by and construed in accordance with the laws of the State of Texas, without regard to any otherwise applicable principles of conflicts of laws; provided that, notwithstanding the foregoing, the obligations of the Bank hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to any otherwise applicable principles of conflicts of laws. This Amended and Restated Fee Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Amended and Restated Fee Letter by electronic transmission shall be effective as delivery of a manually executed counterpart hereof. -3#4308642.1

No amendment to this Amended and Restated Fee Letter shall become effective without the prior written consent of the City and the Bank. This Amended and Restated Fee Letter is delivered to the City on the understanding that except as required by law, regulation or a court of competent jurisdiction or in connection with a dispute, including but not limited to legal proceedings, between the City and the Bank, neither this Amended and Restated Fee Letter nor any of its terms shall be disclosed to any other financial institution nor posted to the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system. The Bank acknowledges that the Amended and Restated Fee Letter is subject to open records requests received by the City. Should this Amended and Restated Fee Letter be disclosed pursuant to such a request, the City shall have no responsibility or liability for the further dissemination of this Amended and Restated Fee Letter or any of the information contained therein to other persons. Please confirm that the foregoing is the Bank's mutual understanding by signing and returning to the Bank an executed counterpart of this Amended and Restated Fee Letter. This Amended and Restated Fee Letter shall become effective as of the date first above referenced upon the Bank's receipt of an executed counterpart of this Amended and Restated Fee Letter from the City. This Amended and Restated Fee Letter shall supersede all provisions of the Fee Letter dated December 2, 2010 (the "Original Fee Letter"), between the City and the Bank. From and after the Amendment Date, all references made to the of the Original Fee Letter in any Related Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. [Signature Page Follows]

-4#4308642.1

Very truly yours, WELLS FARGO BANK, NATIONAL ASSOCIATION

By: _______________________________ Name: Its: -----------------------------

Accepted and agreed to as of the date first written above by: CITY OF DALLAS, TEXAS

By: ----------------------------Name: -----------------------Its: ---------------------------

S-1 #4308642.1

EXHIBITC OFFERING MEMORANDUM

BOOK-ENTRY ONLY On , Bracewell & Giuliani LLP and West & Associates, L.L.P., Bond Counsel, delivered an opinion to the effect that as of such date, (i) interest on the Notes was excludable from gross income for federal income tax purposes subject to the matters described under "Tax Exemption" herein, and (ii) the Notes were not "private activity bonds." See "Tax Exemption" herein for a discussion of the prior opinion of Bond Counsel, including a description of alternative minimum tax consequences for corporations.

$350,000,000 CITY OF DALLAS, TEXAS GENERAL OBLIGATION COMMERCIAL PAPER NOTES, SERIES 2010A ($200,000,000) AND SERIES 2010C ($150,000,000) Commercial Paper Ratings Moody's: P-1 S&P: A-1+ For more information see "Ratings" herein

Dated: July_, 2013

Offering

Jefferies LLC (the "Dealer") is offering for sale the City of Dallas, Texas General Obligation Commercial Paper Notes, Series 2010A (the "Series 2010A Notes"), and the City of Dallas, Texas General Obligation Commercial Paper Notes, Series 2010C (the "Series 2010C Notes," and collectively with the Series 2010A Notes, the "Notes"). The Notes are authorized pursuant to an ordinance adopted by the City Council (the "City Council") of the City of Dallas (the "City") on June 12, 2013 (the "Ordinance"), various general obligation bond elections held or to be held by the City (together, the "Elections") and Chapter 1371, Texas Government Code, as amended (collectively, the "Authorizing Law"). Pursuant to the Authorizing Law, the City is obligated to levy, assess and collect, within the limits prescribed by law, annual ad valorem taxes sufficient to pay the principal of and the interest on the Notes. In the opinion of Bracewell & Giuliani LLP and West & Associates, L.L.P., Dallas, Texas, as Co-Bond Counsel to the City with respect to the Notes (together, "Bond Counsel"), as of the date of their opinions, and assuming continuing compliance by the City with certain covenants described in the Ordinance after the date of the opinion, interest on the Notes is excludable from gross income for federal income tax purposes under existing law and the Notes are not private activity bonds. See "Tax Exemption" for a discussion of the opinions of Bond Counsel, including a description of alternative minimum tax consequences for corporations. The Notes are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 3(a)(2) thereof.

JEFFERIES L.L.C.

The City has entered into separate Credit Agreements (as hereinafter defined under "Liquidity Support") in connection with the issuance of each series of Notes. JPMorgan Chase Bank, National Association, a national banking association, is the Credit Provider (as hereinafter defined under "Liquidity Support") for the Series 2010A Notes. Wells Fargo Bank, National Association, a national banking association, is the Credit Provider for the Series 2010C Notes. Each Credit Agreement constitutes a "credit agreement" within the meaning of Chapter 13 71, Texas Government Code, and each has been approved as to legality under Texas law by the Attorney General of the State ofTexas. Purposes

The Ordinance provides that the proceeds of the Notes may be used to finance capital improvements and other public purposes approved at the Elections. Proceeds may also be used to pay the costs and expenses of the issuance of the Notes and the principal of maturing Notes. Additional Obligations

The City expects to issue additional tax-supported obligations payable (in whole or in part) from ad valorem taxes, which may be on parity with the Notes. Such tax-supported obligations may be payable at such time or times and under such other terms, conditions and details as determined and approved by the City Council. Issuer

The City operates under a Council-Manager form of government. There are fourteen single-district council members and a mayor elected at large. The Mayor and City Council appoint the City Manager, City Attorney, City Auditor, City Secretary, City Treasurer and the Municipal Court Judges. The City Manager appoints all other department directors except two appointed by the Civil Service Board and the Park and Recreation Board. The Mayor is elected to a four-year term and is limited to two consecutive four-year terms. Council members are elected for two-year terms and can serve up to four consecutive two-year terms.

The Mayor and City Council set the public agenda, adopt policy and laws and appoint the City Manager, who acts as chief executive, responsible for implementing council policy. The City Manager oversees City operations with an executive team of assistant city managers, each of whom has responsibility for various departments. The City provides the full range of municipal services contemplated by statute or charter. This includes public safety (police and fire), streets, sanitation, health and human services, culture and recreation, public improvements, planning and zoning, and general administrative services. In addition to general government activities, the Dallas Water Utilities, Municipal Airport (Love Field), Convention Center, Municipal Radio and several other enterprise and internal service fund activities are a part of the City's legal entity. Attached hereto as APPENDIX A are the City's audited basic financial statements for its fiscal year ended September 30, 2012. Grant Thornton LLP, the City's independent auditor, has not been engaged to perform and has not performed, since the date of its report included herein, any procedures on the financial statements addressed in this report, nor have they performed any procedures relating to this Offering Memorandum. Description of Notes

The Notes will mature in not more than 270 days from their respective dates of issue and will pay par plus interest at maturity. Interest will be calculated on an actual/365-day year basis. The interest rate on the Notes may not exceed the lesser of 10% per annum or the maximum rate allowable by law of the State of Texas ... The Notes will be issued in registered form in denominations of $100,000 or integral multiples of $1,000 thereafter. Subject to the procedures described under "DTC's Book-Entry System," the Notes will be payable at the offices of U.S. Bank National Association, as the Issuing and Paying Agent under the Issuing and Paying Agency Agreement, dated as of December 1, 2010 (the "Issuing and Paying Agency Agreement"), between the City and the Issuing and Paying Agent. Security for the Notes

As noted above under "Offering," the City is obligated to levy, assess and collect, within the limits prescribed by law, annual ad valorem taxes sufficient to pay the principal of and the interest on the Notes. The Texas Constitution establishes a maximum ad valorem tax rate of $2.50 per $100 of assessed valuation for home rule cities such as the City. Chapter 1331, Texas Government Code, as amended, provides that total bonded debt payable from ad valorem taxes may not exceed 10% ofthe City's taxable assessed valuation. The tax rate for the Tax Year 2012 (Fiscal Year 2013) is $0.7970 (per $100 assessed valuation), which consists of approximately $0.5439 for general purposes and $0.2531 for debt service purposes. The City may take into account any other sources of funding that are lawfully available or are to be lawfully available for payment of principal and interest on the Notes and may take into account the Credit Agreement and any legal limitation regarding the maximum rate or amount of interest that the Authorized Representative may be authorized to approve in the issuance and sale ofthe Notes from time to time. The Texas Tax Code provides certain limitations on annual tax rate increases based on a complex formula. These limitations are not applicable to tax levy increases to pay debt service

on specified debt, including ad valorem tax bonds and commercial paper notes. Generally, these limitations require two public hearings if the proposed annual increase exceeds the lower of the "effective tax rate" or the "rollback tax rate" as such terms are defined in the Tax Code, and an election (upon petition of 7% of the qualified voters of the City) to limit to 8% any proposed increase which would otherwise exceed 8%. In addition, before the City Council can adopt a tax rate that produces tax revenues that exceed the previous year's tax revenues, it must first conduct two public hearings on the proposed tax rate. Liquidity Support In connection with the issuance of the Series 2010A Notes, the City has entered into a Credit Agreement, dated as of July 1, 2013 (the "Series 2010A Credit Agreement"), pursuant to which JPMorgan Chase Bank, National Association, a national banking association (the "Series 201 OA Credit Provider"), has committed to establish a revolving line of credit (the "Series 201 OA Commitment") for the benefit of the City for the purpose of making advances (each, a "Series 201 OA Advance") to fund the payment by the City of the principal of and the interest oflyhuj and purchase price of the Series 2010A Notes at stated maturity for a period extending to July 10, 2016 (the "Series 2010A Expiry Date"). In connection with the issuance of the Series 2010C Notes, the City has entered into a Credit Agreement, dated as of July 1, 2013 (the "Series 2010C Credit Agreement", and, together with the Series 2010A Credit Agreement, the "Credit Agreements" and individually a "Credit Agreement"), pursuant to which Wells Fargo Bank, National Association, a national banking association (the "Series 2010C Credit Provider", and, together with the Series 2010A Credit Provider, the "Credit Providers" and individually a "Credit Provider"), has committed to establish a revolving line of credit (the "Series 2010C Commitment", and together with the Series 2010A Commitment, the "Commitments", and individually, a "Commitment") for the benefit of the City for the purpose of making advances (each, a "Series 2010C Advance", and, together with the Series 2010A Advance, the "Advances" and individually, an "Advance") to fund the payment by the City of the principal of and the interest of and purchase price of the Series 2010C Notes at stated maturity for a period extending to July 10, 2016 (the "Series 2010C Expiry Date, and, together with the Series 2010A Expiry Date, the "Expiry Dates", and individually an "Expiry Date").

The amount available for making Series 2010A Advances under the Series 2010A Commitment is $214,794,520.55, which comprises $200,000,000 to pay principal and $14,794,520.55 to pay interest on the Series 2010A Notes. The amount available for making Series 2010C Advances under the Series 2010C Commitment is $161,095,890.41 which comprises $150,000,000 to pay principal and $11,095,890.41 to pay interest on the Series 2010C Notes. However, the City may permanently reduce a Commitment in whole or in part upon at least five (5) calendar days' prior written notice to the applicable Credit Provider (a copy of which the City shall provide to the Issuing and Paying Agent, the Dealer and to the Rating Agencies); provided that (i) any partial reduction must be in the amount of $1,000,000, or any integral multiple of $100,000 in excess of such amount and (ii) the amount of applicable Commitment may not be reduced below an amount equal, as of the date of the proposed permanent reduction in such Commitment, to the sum of (A) the outstanding applicable Advances plus (B) the outstanding principal amount of and interest on the applicable series of Notes. Upon any reduction in whole or termination of a Commitment pursuant to the applicable Credit Agreement, all outstanding applicable Advances, accrued interest, fees and other obligations of the City owed under the applicable Credit Agreement and under the applicable Bank Note (as defined in the applicable Credit Agreement) shall be promptly paid or repaid in full to the applicable Credit Provider. For information about each Credit Provider, see APPENDIX B attached hereto.

On or after the date which is one hundred twenty (120) days prior to an Expiry Date, the City may submit a written request to the applicable Credit Provider that the Expiry Date be extended for a time mutually acceptable to such Credit Provider and the City. Any such written request may be accompanied by requests to increase or decrease the amount, or otherwise modify the terms and conditions of the applicable Commitment. Each Credit Provider agrees to consider any such request from the City and deliver its response in writing to the City within thirty (30) days from the date of receipt of such request. The foregoing notwithstanding, the City may submit a written request to a Credit Provider that the Expiry Date be extended for such period necessary to accommodate opportunities to market Notes with maturities beyond the then current Expiry Date, and each Credit Provider agrees to consider any such request from the City and deliver its response in writing to the City in a timely manner. If a Credit Provider, in its sole discretion, agrees to extend any such request, then that Credit Provider and the City shall enter into an amendment of the applicable Credit Agreement and deliver a copy of any such amendment, executed by both of the parties thereto, to the Issuing and Paying Agent, the Dealer, and to the Rating Agencies. Except as may be otherwise expressly provided in a particular amendment to the applicable Credit Agreement providing for an extension of the Expiry Date or an increase .in the total amount of the applicable Commitment, as the case may be, the provisions of the applicable Commitment shall be on the same terms and conditions as those set forth in the applicable Credit Agreement. Events o(De(ault and Remedies

Each Credit Agreement provides that the following events (following notice from the applicable Credit Provider to the City and the applicable grace period as required by the Credit Agreement) constitute Events of Default thereunder: (i)

the City fails to pay any fees, expenses or other amounts (other than any Advance or Term Loan (as defined in the applicable Credit Agreement)) payable under the respective Credit Agreement within five ( 5) days after receipt of an invoice therefor; or

(ii)

a breach or failure of performance by the City of specified covenants contained in each Credit Agreement; or

(iii)

a breach or failure of performance by the City of any covenant, condition, or agreement on its part to be observed or performed contained in the Credit Agreement (other than a breach or failure covered by any other covenant, condition or agreement described in this paragraph or under the headings "Immediate Termination Events and Remedies" and "Suspension Events and Remedies") and any such breach or failure (if capable of remedy) continues for a period of sixty (60) days after notice thereof from a Credit Provider to the City; or

(iv)

any of the City's representations or warranties made or deemed made in a Credit Agreement or in any statement or certificate at any time given pursuant thereto or in connection therewith proves at any time to have been false or misleading in any material respect when made and any such false or misleading statement or certificate (if capable of remedy) continues for a period of sixty (60) days after notice thereof from the applicable Credit Provider to the City; or

(v)

the entry or filing of any judgment, order, writ or warrant of attachment in an amount in excess of $20,000,000 against the City or against any of its property and failure of the City to vacate, bond, stay or contest in good faith such judgment, writ, warrant of attachment or other process for a period of sixty (60) days or a failure to pay or satisfy such judgment within sixty ( 60) days or as otherwise require by such judgment, writ or warrant of attachment

(vi)

(A) the principal of or interest on any Debt (as defined in each Credit Agreement) in excess of $25,000,000 in the aggregate or maturity of any such Debt has been accelerated or such obligation is otherwise required to be prepaid prior to the stated maturity or (B) any event shall occur that permits the holder of any Debt in excess of $25,000,000 in the aggregate to accelerate or require prepayment thereof prior to the stated maturity thereof, but not including as such an event the exercise by the City of an option to prepay any Debt prior to the stated maturity thereof, in each case for a reason other than as described in the heading "Events of Default and Remedies" hereunder or under the heading "Immediate Termination Events and Remedies" hereunder; or

(vii)

the rating (without regard to credit enhancement) assigned to any of the longterm general obligation Debt of the City by Moody's and S&P falls below "A2" by Moody's and "A" by S&P; or

(viii)

the City fails to pay when due and payable, after glVlng effect to any applicable grace period, the principal on the respective series of Notes (other than the principal on the respective series of Notes for which an Advance has been requested).

Upon the occurrence and continuance of an Event of Default, a Credit Provider may take one or more of the following actions: (i) give a Non-Issuance Instruction to the City and the Issuing and Paying Agent and/or, (ii) by written notice delivered to the City and the Issuing and Paying Agent, (A) terminate the applicable Commitment in whole (except for the obligation of a Credit Provider, existing as of the time of the written notice to terminate its Commitment in whole, to make Advances to fund then outstanding respective series of Notes) and (B) to the extent permitted by law, declare all amounts payable by the City to the applicable Credit Provider under its Credit Agreement and under its Bank Note, including, without limitation, all outstanding Advances and Term Loans, to be forthwith due and payable; provided, however, notwithstanding anything to the contrary in the applicable Credit Agreement, upon the occurrence of an Event of Default described in the paragraphs above, the applicable Credit Provider shall not declare any amounts payable by the City to it under the Credit Agreement and under its Bank Note, including, without limitation, all outstanding Advances and Term Loans, to be due and payable prior to February 1 of the calendar year immediately following the date the City next adopts an ordinance levying ad valorem taxes on taxable property within the limits of the City. Immediate Termination Events and Remedies

Each Credit Agreement provides that the following events constitute "Immediate Termination Events" thereunder:

(i)

the City fails to pay the principal amount of any Advance or Term Loan on the scheduled due date or the interest on any Advance or Term Loan on the scheduled due date; or

(ii)

the City (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or of a substantial part of its property or assets, (B) admits in writing its inability, or is generally unable, to pay its Debt as such Debt becomes due, (C) makes a general assignment for the benefit of creditors or declares a moratorium with respect to its general obligation Debt, (D) commences a voluntary case under the Bankruptcy Code, (E) files a petition seeking to take advantage of any other laws relating to bankruptcy, insolvency, reorganization, liquidation, winding-up, or composition or adjustment of general obligation Debts, or (F) acquiesces in writing to, or fails to controvert in a timely and appropriate manner, any petition filed against it in an involuntary case filed under the Bankruptcy Code (as now or hereafter in effect) seeking liquidation or reorganization with respect to a substantial part of its assets, and such case or proceeding is not stayed or dismissed within sixty (60) days of the filing of such petition; or

(iii)

(A) without the application or consent of the City, a case or other proceeding is commenced in any court of competent jurisdiction seeking (y) the reorganization, dissolution, winding-up, liquidation, or composition or readjustment of Debt of the City or (z) the appointment of a trustee, receiver, custodian, liquidator or the like ofthe City or any substantial part of the assets thereof, and such case or proceeding continues undismissed, or an order, judgment or decree approving or ordering any of the foregoing is entered and continues unstayed and in effect, for a period of sixty (60) consecutive days, or (B) an order for relief in respect of the City is entered in an involuntary case under the Bankruptcy Code (as now or hereafter in effect); or

(iv)

the State of Texas or any other Governmental Authority (as defined in the Credit Agreements) having jurisdiction over the City imposes a debt moratorium, debt restructuring or comparable restriction on repayment when due and payable of the principal of or interest on the applicable Notes (including the applicable Bank Note) or all of the City's general obligation Debt; or

(v)

the rating (without regard to credit enhancement) assigned to any of the longterm general obligation Debt of the City by Moody's and S&P shall be withdrawn, suspended or fall below "Baa3" by Moody's and "BBB-" by S&P, unless such Rating Agency states, in the case of a withdrawal or suspension that, such withdrawal or suspension is for reasons that are not credit-related; or

(vi)

failure to pay or satisfy any final, non-appealable judgment or order, in an amount in excess of $25,000,000 against the City within sixty (60) days without staying enforcement thereof; or

(vii)

(A) the principal of or interest on any general obligation Debt in the aggregate or the maturity of any such Debt has been accelerated or such obligation is

otherwise required to be prepaid prior to the stated maturity thereof in each case due to the nonpayment thereof or (B) the nonpayment of any general obligation Debt permits the holder or holders thereof to accelerate such Debt or require repayment thereof prior to stated maturity thereof, but not including as such an event the exercise by the City of an option to prepay any general obligation Debt prior to the stated maturity thereof, in each case for a reason other than as described in under the heading "Immediate Termination Events and Remedies" hereunder; or (viii)

the City fails to pay when due and payable, after glVlng effect to any applicable grace period, the principal of and interest on any of its general obligation Debt (other than such Debt consisting of the obligation of another Person guaranteed by the City or any of the Notes); or

(ix)

any provision of a Credit Agreement, the applicable Notes, the applicable Bank Note, the Act, the Ordinance or the Issuing and Paying Agency Agreement relating to (A) the ability or the obligation of the City to pay, when due, the principal of or interest on the applicable Notes or the applicable Bank Note, (B) the Pledged Collateral (as defined in the Credit Agreements) or (C) the general obligation and full faith and credit pledge of the City securing the applicable Notes and the applicable Bank Note, shall at any time, and for any reason, cease to be valid and binding on the City, or shall be declared to be null and void, invalid or unenforceable as the result of a final nonappealable judgment by any federal or state court or as a result of any legislative or administrative action by any Governmental Authority having jurisdiction over the City; or

(x)

the City contests in an administrative or judicial proceeding, repudiates or otherwise denies (including, without limitation, authorizing the filing of a claim to such effect in an administrative or judicial proceeding) that it has any further liability or obligation under or with respect to any provision of the applicable Credit Agreement, the applicable Notes, the applicable Bank Note, any general obligation Debt, the Act, the Ordinance or the Issuing and Paying Agency Agreement relating to (A) the ability or the obligation of the City to pay, when due, the principal of or interest on the applicable Notes, any general obligation Debt or the applicable Bank Note, (B) the Pledged Collateral or (C) the general obligation and the full faith and credit pledge of the City securing, in each case, the applicable Notes any general obligation Debt and the applicable Bank Note; or

(xi)

the City contests in an administrative or judicial proceeding, repudiates or otherwise denies (including, without limitation, authorizing the filing of a claim to such effect in an administrative or judicial proceeding) the legality, validity or enforceability of any provision of the applicable Credit Agreement, the applicable Notes, the applicable Bank Note, any general obligation Debt, the Act, the Ordinance or the Issuing and Paying Agency Agreement relating to (A) the ability or the obligation of the City to pay, when due, the principal of or interest on the applicable Notes, any general obligation Debt or the applicable Bank Note, (B) the Pledged Collateral or (C) the general obligation and the full faith and credit pledge of the City securing, in each case, the

applicable Notes, any general obligation Debt and the applicable Bank Note; or (xii)

the City shall have taken or permitted to be taken any official action (including enactment of a statute or adoption of an ordinance) which would adversely affect the legality, validity or enforceability of any provision of the Credit Agreements, the Notes, the applicable Bank Note, any general obligation Debt, the Ordinance or the Issuing and Paying Agency Agreement relating to (A) the ability or the obligation of the City to. pay, when due, the principal of or interest on the applicable Notes or the applicable Bank Note, (B) the Pledged Collateral or (C) the general obligatibn and the full faith and credit pledge of the City securing, in each case, the applicable Notes, any general obligation Debt and the applicable Bank Note; or

(xiii)

any Governmental Authority with jurisdiction to rule on the legality, validity or enforceability of a Credit Agreement, the applicable Notes, the applicable Bank Note, the Act, the Ordinance or the Issuing and Paying Agency Agreement shall find or rule, in a judicial or administrative proceeding, that any provision of a Credit Agreement, the applicable Notes, the applicable Bank Note, the Act, the Ordinance or the Issuing and Paying Agency Agreement relating to (A) the ability or the obligation of the City to pay, when due, the principal of or interest on the applicable Notes or the applicable Bank Note, (y) the Pledged Collateral, or (z) the general obligation and the full faith and credit pledge of the City securing, in each case, the applicable Notes and the applicable Bank Note, is not valid or not binding on, or not enforceable against, the City.

Upon the occurrence and continuance of an Immediate Termination, the applicable Credit Provider may take one or more of the following actions: the applicable Commitment shall immediately terminate without prior notice from such Credit Provider, and thereafter that applicable Credit Provider shall be under no obligation to make Advances pursuant to the terms of its Credit Agreement; provided that the Event of Default described in (i) above will not qualify as an Immediate Termination Event if the failure to pay the principal of, or interest due on, the applicable Bank Note is due solely to an acceleration of the applicable Bank Note by the applicable Credit Provider for any reason other nonpayment as described in paragraph (i). Promptly after the occurrence of an Immediate Termination Event, the applicable Credit Provider shall notify the City, the Issuing and Paying Agent and the Dealer of such termination and the effective date of such termination in writing by facsimile, promptly confirmed by regular mail; provided, that such Credit Provider shall incur no liability or responsibility whatsoever by reason of its failure to give such notice and such failure shall in no way affect the termination of the applicable Commitment and of its obligation to make Advances pursuant to its Credit Agreement. Suspension Events and Remedies

In the case of a Default described in paragraph (iii) under the heading "Immediate Termination Events and Remedies" above, or in the case of an Event of Default described in paragraph (xiii) under the heading "Immediate Termination Events and Remedies" above, the obligation of the applicable Credit Provider to make Advances under its Credit Agreement shall be immediately suspended without notice or demand and, thereafter, the applicable Credit Provider shall be under no obligation to make Advances until the applicable Commitment is reinstated as described below. Promptly upon the occurrence of any such Suspension Event, the

applicable Credit Provider shall notify the City, the Issuing and Paying Agent and the Dealer of such suspension and the effective date of such suspension in writing by facsimile, and confirmed by telephone; provided, that such Credit Provider shall incur no liability of any kind by reason of its failure to give such notice and such failure shall in no way affect the suspension of the applicable Commitment or the suspension of its obligation to make Advances pursuant to its Credit Agreement. 路 (i)

In the event that a Default described in paragraph (iii)(A) under the heading "Immediate Termination Events and Remedies" above is cured prior to becoming an Event of Default (and thereby becoming an Immediate Termination Event), the applicable Credit Provider's obligation to make Advances shall be automatically reinstated and the terms of the applicable Credit Agreement will continue in full force and effect (unless the applicable Commitment shall otherwise have been terminated, suspended or expired as provided in the applicable Credit Agreement).

(ii)

Upon the occurrence of an Event of Default described in paragraph (xiii) under the heading "Immediate Termination Events and Remedies" above, if a Governmental Authority with jurisdiction to rule on the legality, validity or enforceability of any document described therein shall find or rule by entry of a fmal and nonappealable judgment that the material provision is legal, valid and binding on, or enforceable against, the City, then the applicable Commitment and the obligations of the applicable Credit Provider under its Agreement shall, thereupon, be reinstated (unless the applicable Commitment shall otherwise have been terminated, suspended or expired as provided in the applicable Credit Agreement). Notwithstanding the foregoing, if the suspension of the obligations of the applicable Credit Provider pursuant to any Event of Default described in paragraph (xiii) under the heading "Immediate Termination Events and Remedies" above remains in effect and litigation is still pending and a determination regarding the same shall not have been dismissed or otherwise made pursuant to a fmal and nonappealable judgment, as the case may be, within one (1) year of the commencement of the action or proceeding giving rise to the Event of Default described therein, then the applicable Commitment and the obligation of the Credit Provider to make Advances under its路 Credit Agreement shall terminate without notice or demand and, thereafter, such Credit Provider shall be under no obligation to make Advances.

Other Remedies In addition to the remedies set forth under the headings "Immediate Termination Events and Remedies" and "Suspension Events and Remedies", upon the occurrence of an Immediate Termination Event or if a Suspension Event has not been cured above thereby resulting in the termination of the applicable Commitment and the obligation of the applicable Credit Provider to make Advances under its Credit Agreement, the applicable Credit Provider may take one or more of the following actions: (i) those actions set forth under the heading "Events of Default and Remedies" above, (ii) by written notice delivered to the City and the Issuing and Paying Agent, but only to the extent permitted by law, declare all amounts payable by the City to the applicable Credit Provider under its Credit Agreement and under its Bank Note including, without limitation, all outstanding Advances and Term Loans, to be forthwith due and payable, whereupon such amounts shall immediately become due and payable, without presentment, demand, protest, all of which are expressly waived by the City, and/or (iii) pursue any other

remedy available to the applicable Credit Provider at law or in equity; provided, however, that to the extent that the applicable Credit Provider pursues the rights granted to it under (ii) above, the City shall pay to the applicable Credit Provider such amounts from any umestricted funds legally available, and following such Default or Event of Default (as applicable), appropriated by the City, for such purpose as described above and to the extent that the City's legally available and appropriated funds are insufficient to pay such- amounts upon demand, the amount of such deficiency shall not become due and payable prior to the earlier to occur of (x) the date on which the City has appropriated umestricted legally available funds to pay all or a portion of the deficiency or (y) February 1 of the calendar year immediately following the date the City next adopts an ordinance levying ad valorem taxes on tangible property within the limits of the City; provided further, however, that interest on any unpaid amounts due under the applicable Credit Agreement shall bear interest at the Default Rate until such principal amounts are paid in full. No Remedy Exclusive

The rights and remedies of a Credit Provider under its Credit Agreement shall be cumulative and not exclusive of any rights or remedies which it would otherwise have, and no failure or delay by the Credit Provider in exercising any right shall operate as a waiver of it, nor shall any single or partial exercise of any power or right preclude its other or further exercise or the exercise of any other power or right. Substitution of a Credit Agreement In the Ordinance, the City has reserved the right to substitute the initial Credit Agreements or any other credit agreement entered into pursuant to the Ordinance with a credit agreement provided by one or more other credit providers, so long as:

(i) such substitution (or any assignment of all or any part of the Credit Agreement) does not cause any rating agency then rating the Notes to withdraw, lower or suspend its short term rating assigned to any Notes then outstanding, as evidenced by written notice to the City; (ii) the substitute credit agreement shall have a term of at least 270 days or until at least three Business Days after the last maturing Note; (iii) the substitute credit agreement shall not cause the City to violate its covenant to maintain a credit agreement in full force and effect providing essentially the same level of liquidity to the City as provided by the Credit Agreement with the Bank in a commitment amount sufficient to pay the Principal Amount of and interest to come due on all such Notes; (iv) the substitute Credit Agreement shall be approved by the Attorney General of Texas to the extent required by law; and (v)

the substitute Credit Agreement shall not take effect until there are no Notes

outstanding. The City will give the Issuing and Paying Agent at least fifteen (15) days' written notice of any proposed substitution or replacement by the City of the Credit Agreement, and, if applicable, the identity of the provider of any substituted amount or replacement credit agreement. The City will cause the Issuing and Paying Agent, following its receipt of such notice, to promptly give a copy of such notice to DTC, and if the Issuing and Paying Agent is

provided with the names and addresses of the beneficial owners of the Notes, such beneficial owners of the Notes. Notices and Consents The Dealer Agreement provides that the City will immediately notify the Dealer by telephone (which shall be promptly confirmed in writing) of any substitution of credit or liquidity providers under the Credit Agreement or their failure to perform. The Ordinance provides that the City shall give to each credit rating agency that has issued a rating on the Notes notice of each proposed amendment to the Ordinance, and each increase or decrease in the commitment under or other amendment to the Credit Agreement. The City has further agreed in the Ordinance to provide any other notices to and obtain any consents from the Bank, Dealer, Issuing and Paying Agent or others to the extent required by the Credit Agreement, Dealer Agreement and Issuing and Paying Agency Agreement, provided such parties are not in default under their respective agreements. DTC's Book-Entry System The information in this section describes the securities clearance procedures of The Depository Trust Company ("DTC"). The information in this section concerning DTC has been obtained from sources that the City believes to be reliable, but the City takes no responsibility for the accuracy of such information. The Depository Trust Company The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the Notes. The Notes will be issued as fully-registered securities in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered certificate will be issued for each maturity of each series of the Notes, in the aggregate principal amount of such series, and will be deposited with DTC. DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a whollyowned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that

clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). Direct Participants and Indirect Participants are collectively referred to as "Participants". DTC has a Standard & Poor's rating of: AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. Purchases of Notes under the DTC system must be made by or through Direct Participants, which will receive a credit for the Notes on DTC's records. The ownership interest of each actual purchaser of each Note ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Notes are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Notes, except in the event that use ofthe book-entry system for the Notes is discontinued. To facilitate subsequent transfers, all Notes deposited by Direct Participants with DTC are registered in the name ofDTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Notes with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Notes; DTC's records reflect only the identity of the Direct Participants to whose accounts such Notes are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. Ifless than all of the Notes within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Notes unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Notes will be made to Cede & Co., or such other nominee as may be requested by an authorized representative ofDTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or Issuing and Paying Agent, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with Notes held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility

of such Participant and not of DTC, Issuing and Paying Agent, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or Issuing and Paying Agent; disbursement of such payments to Direct Participants will be the responsibility of DTC; and reimbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Notes at any time by giving reasonable notice to the City or Issuing and Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, certificates will be printed and delivered. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the City believes to be reliable, but the City takes no responsibility for the accuracy thereof. Tax Exemption

Bracewell & Giuliana LLP and West & Associates, L.L.P., as Bond Counsel, stated in the opinion (the "Tax Opinion") dated December 2, 2010, that as of such date, (i) interest on the Notes was excludable from gross income for federal income tax purposes under existing law and (ii) the Notes were not "private activity bonds" under the Internal Revenue Code of 1986, as amended (the "Code"), and, as such, interest on the Notes was not subject to the alternative minimum tax on individuals and corporations, except as described below in the discussion regarding the adjusted current earnings adjustment for corporations. The Code imposes a number of requirements that must be satisfied for interest on state or local obligations, such as the Notes, to be excludable from gross income for federal income tax purposes. These requirements include limitations on the use of bond proceeds and the source of repayment of bonds, limitations on the investment of bond proceeds prior to expenditure, a requirement that excess arbitrage earned on the investment of bond proceeds be paid periodically to the United States and a requirement that the issuer file an information report with the Internal Revenue Service (the "Service"). The City has covenanted in the Ordinance that it will comply with these requirements. The Tax Opinion assumed continuing compliance with the covenants of the Ordinance pertaining to those sections of the Code that affect the exclusion from gross income of interest on the Notes for federal income tax purposes and, in addition, relied on representations by the City with respect to matters solely within the knowledge of the City. If the City failed or fails to comply with the covenants in the Ordinance or if the foregoing representations should be determined to be inaccurate or incomplete, interest on the Notes could become includable in gross income from the date of delivery of the Notes, regardless of the date on which the event causing such inclusion occurs. The Code also imposes a 20% alternative minimum tax on the "alternative minimum taxable income" of a corporation if the amount of such alternative minimum tax is greater than

the amount of the corporation's regular income tax. Generally, the alternative minimum taxable income of a corporation (other than any S corporation, regulated investment company, REIT or REMIC), includes 75% of the amount by which its "adjusted current earnings" exceeds its other "alternative minimum taxable income." Because interest on certain tax-exempt obligations, such as the Notes, is included in a corporation's "adjusted current earnings," ownership of the Notes may subject a corporation to alternative minimum tax consequences. Except as stated above, Bond Counsel has expressed in the Tax Opinion, no opinion as to any federal, state or local tax consequences resulting from the receipt or accrual of interest on, or acquisition, ownership or disposition of, the Notes. The Tax Opinion is based on existing law, which is subject to change. Such opinion is further based on Bond Counsel's knowledge of facts as of the date thereof. Bond Counsel assumes no duty to update or supplement its opinion to reflect any or circumstances that may thereafter come to Bond Counsel's attention or to reflect any changes in any law that may thereafter occur or become effective. Moreover, the Tax Opinion is not a guarantee of result and is not binding on the Service; rather, such opinion represents Bond Counsel's legal judgment based upon its review of existing law and in reliance upon the representations and covenants referenced above that it deems relevant to such opinion. The Service has an ongoing audit program to determine compliance with rules that relate to whether interest on state or local obligations is includable in gross income for federal income tax purposes. No assurance can be given regarding whether or not the Service will commence an audit of the Notes. If an audit is commenced, in accordance with its current published procedures, the Service is likely to treat the City as the taxpayer and the owners may not have a right to participate in such audit. Public awareness of any future audit of the Notes could adversely affect the value and liquidity of the Notes regardless of the ultimate outcome of the audit. Prospective purchasers of the Notes should be aware that the ownership of tax-exempt obligations may result in collateral federal income tax consequences to financial institutions, life insurance and property and casualty insurance companies, certain S corporations with Subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement benefits, taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax exempt obligations, and individuals otherwise qualifying for the earned income credit. In addition, certain foreign corporations doing business in the United States may be subject to the "branch profits tax" on their effectively connected earnings and profits, including tax exempt interest such as interest on the Notes. These categories of prospective purchasers should consult their own tax advisors as to the applicability of these consequences. Prospective purchasers of the Notes should also be aware that, under the Code, taxpayers are required to report on their returns the amount of tax-exempt interest, such as interest on the Notes, received or accrued during the year. Investment Policy Investment Policy

The City invests its investable funds in investments authorized by Texas law and in accordance with its written investment policy approved by the City Council of the City. Both State law and the City's investment policy are subject to change. The City Council last approved the Investment Policy on November 14, 2012.

Legal Investments

Under Texas law, the City is authorized to invest in (1) obligations, including letters of credit, of the United States or its agencies and instrumentalities, (2) direct obligations of the State of Texas or its agencies and instrumentalities, (3) collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality of the United States, (4) other obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of, the State of Texas or the United States or their respective agencies and instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States, ( 5) obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent, (6) bonds issued, assumed, or guaranteed by the State of Israel, (7) certificates of deposit that are issued by a state or national bank domiciled in the State, a savings bank domiciled in the State, or a state or federal credit union domiciled in the State and are guaranteed or insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, or are secured as to principal by obligations described in clauses (1) through (6) or in any other manner and amount provided by law for City deposits, (i) that are issued by an institution that has its main office or a branch office in the State and are guaranteed or insured by the Federal Deposit Insurance Corporation or the National Credit Union share Insurance Fund, or are secured as to principal by obligations described in clauses (1) through (6) or in any other manner and amount provided by law for City deposits or a) where the funds are invested by an investing entity through: (i) a broker that has its main office or a branch office in this state and is selected from a list adopted by the City; or (ii) a depository institution that has its main office or a branch office in this state and that is selected by the investing entity; (b) where the broker or the depository institution selected by the investing entity under (a) arranges for the deposit of the funds in certificates of deposit in one or more federally insured depository institutions, wherever located, for the account of the City; (iii) the full amount of the principal and accrued interest of each of the certificates of deposit is insured by the United States or an instrumentality of the United States; and (iv) the investing entity appoints the depository institution selected by the investing entity under (a), an entity described by Section 2257 .041( d), or a clearing broker-dealer registered with the Securities and Exchange Commission and operating pursuant to Securities and Exchange Commission Rule 15c3-3 (17 C.F .R. Section 240.15c3-3) as custodian for the investing entity with respect to the certificates of deposit issued for the account of the City, (8) fully collateralized repurchase agreements that have a defmed termination date, are fully secured by a combination of cash and obligations described in clause (1), and are placed through a primary government securities dealer or a financial institution doing business in the State, (9) bankers' acceptances with a stated maturity of270 days or less from the date of its issuance, if the short-term obligations ofthe accepting bank or its parent are rated at least A-1 or P-1 or the equivalent by at least one nationally recognized credit rating agency, (10) commercial paper that is rated at least A-1 or P-1 or the equivalent by either (a) two nationally recognized credit rating agencies or (b) one nationally recognized credit rating agency if the paper is fully secured by an irrevocable letter of credit issued by a U.S. or state bank, (11) no-load money market mutual funds registered with and regulated by the Securities and Exchange Commission that have a dollar weighted average stated maturity of 90 days or less and include in their investment objectives the maintenance of a stable net asset value of $1 for each share, (12) no-load mutual funds registered with the Securities and Exchange Commission that have an average weighted maturity of less than two years, invest exclusively in obligations described in the preceding clauses, and are continuously rated as to investment quality by at least one nationally recognized investment rating firm of not less than AAA or its equivalent, and (13) public funds investment pools that have an advisory board which includes participants in

the pool and are continuously rated as to investment quality by at least one nationally recognized investment rating firm of not less than AAA or its equivalent. State law also permits the City to invest bond proceeds in a guaranteed investment contract, subject to limitations as set forth in the Public Funds Investment Act, Texas Government Code, Chapter 2256 (the "PFIA"). Effective September 1, 2003, a political subdivision such as the City may enter into securities lending programs if (i) the securities loaned under the program are 100% collateralized, a loan made under the program allows for termination at any time and a loan made under the program is either secured by (a) obligations that are described in clauses (1) through (6) above, (b) irrevocable letters of credit issued by a state or national bank that is continuously rated by a nationally recognized investment rating firm at not less than A or its equivalent or (c) cash invested in obligations described in clauses (1) through (6) above, clauses (10) through (12) above, or an authorized investment pool; (ii) securities held as collateral under a loan are pledged to the City, held in the City's name and deposited at the time the investment is made with the City or a third party designated by the City; (iii) a loan made under the program through either a primary government securities dealer or a financial institution doing business in the State; and (iv) the agreement to lend securities has a term of one year or less. The PFIA specifically prohibits the City from investing in: (1) obligations whose payment represents the coupon payments on the outstanding principal palance of the underlying mortgage-backed security collateral and pays no principal; (2) obligations whose payment represents the principal stream of cash flow from the underlying mortgage-backed security and bears no interest; (3) collateralized mortgage obligations that have a stated final maturity of greater than 10 years; and (4) collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index. In addition, the City is prohibited from investing any portion of bond proceeds, reserves and funds held for debt service in no-load mutual funds. Additional Provisions

Under State law, the City is required to invest its funds through an investment officer, under written investment policies that primarily emphasize safety of principal and liquidity; that address investment diversification, yield, maturity, and the quality and capability of investment management; and that includes a list of authorized investments for City funds, maximum allowable stated maturity of any individual investment and the maximum average dollar-weighted maturity allowed for pooled fund groups. All City funds must be invested consistent with a formally adopted "Investment Strategy Statement" that specifically addresses each fund's investment. Each Investment Strategy Statement will describe its objectives concerning: (1) suitability of investment type, (2) preservation and safety of principal, (3) liquidity, (4) marketability of each investment, ( 5) diversification of the portfolio and (6) yield. Under Texas law, City investments must be made "with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived." At least quarterly, the investment officers of the City shall submit an investment report detailing: (1) the investment position ofthe City, (2) that all investment officers jointly prepared and signed the report, (3) the beginning market value, and the ending value of each pooled fund group, (4) the book value and market value of each separately listed asset at the beginning and end of the reporting period, ( 5) the maturity date of each separately invested asset, (6) the account or fund or pooled fund group for which each individual investment was acquired, and (7) the compliance of the investment

portfolio as it relates to: (a) adopted investment strategy statements and (b) State law. The investment officers responsible for the investment of City funds must be designated by the City Council, and no person may invest City funds without express written authority from the City Council. Under Texas law, the City is additionally required to: (1) annually review its adopted policies and strategies; (2) require any investment officers, with personal business relationships or relatives with firms seeking to sell securities to the entity to disclose the relationship and file a statement with the Texas Ethics Commission and the City Council; (3) require a qualified representative of firms seeking to sell securities to the City to: (a) receive and review the City's investment policy, (b) acknowledge that reasonable controls and procedures have been implemented in an effort to preclude imprudent investment activities, and (c) deliver a written statement attesting to these requirements; (4) perform an annual audit of the management controls on investments and adherence to the City's investment policy; (5) provide specific investment training for the Treasurer, Chief Financial Officer and investment officers; (6) restrict reverse repurchase agreements to not more than 90 days and restrict the investment of reverse repurchase agreement funds to no greater than the term of the reverse repurchase agreement; (7) restrict the investment in non-money market mutual funds in the aggregate than 15% of the entity's monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service, and to invest no portion of bond proceeds, reserves and funds held for debt service, in noload mutual funds; (8) require local government investment pools to conform to the new disclosure, rating, net asset value, yield calculation, and advisory board requirements of the PFIA; (9) adopt an ordinance or resolution stating that it has reviewed its investment policy and investment strategies and records any changes made to either its investment policy and investment strategies and records any changes made to either its investment policy or investment strategy in the said ordinance or resolution; and (10) at least annually review, revise and adopt a list of qualified brokers that are authorized to engage in investment transactions with the City. Under Texas law, the City may contract with an investment management firm registered under the Jnvestment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or with the State Securities Board to provide for the investment and management of its public funds or other funds under its control for a term up to two years, but the City retains ultimate responsibility as fiduciary of its assets. 1n order to renew or extend such a contract, the City must do so by order, ordinance, or resolution. City Investment Policy

City policy requires investments in accordance with applicable State law. The City's Jnvestment Policy does not permit the investment of City funds in all eligible investments permitted by Texas law. Of those eligible investments described above under "Legal Jnvestments", bankers' acceptances, commercial paper, certain collateralized mortgage obligations, reverse repurchase agreements, no-load mutual funds, State of Israel bonds and guaranteed investment contracts are not authorized for investment purposes under the City's lnvestment Policy. The City generally invests in obligations of the United States or its agencies and instrumentalities and in AAAm-rated no-load money market mutual funds and local government investment pools. 1n addition to such limitations, the City's Investment Policy permits the investment of bond funds (including debt service and reserve funds) in the manner permitted by the respective ordinances authorizing the issuance of bonds.

Ratings

S&P has assigned a short term rating of "A-1+" to the Notes and long-term rating of "AA+" to the City's general obligation debt and Moody's Investors Service, Inc. ("Moody's") has assigned a short term rating of "P-1" to the Notes and long-term rating of "Aa1" to the City's general obligation debt. The short term rating for the Series 2010A Notes is based in part upon the long term and short term ratings of the Series 201 OA Credit Provider of "A-1+" and "AA-," respectively, from S&P and "P-1" and "Aa1," respectively, from Moody's. The short term rating for the Series 201 OC Notes is based in part upon the long term and short term ratings of the Series 2010C Credit Provider of "A-1+" and "AA," respectively, from S&P and "P-1" and "Aa2," respectively, from Moody's. The ratings reflect only the views of the rating agencies, from whom an explanation of the significance of such ratings may be obtained. There is no assurance that the ratings will continue for any given period of time or that they will not be revised downward or withdrawn entirely if, in the judgment of the respective rating agency, circumstances so warrant. Any such downward revision or withdrawal could have an adverse effect on the market price of the Notes. The City will undertake no responsibility to oppose revision or withdrawal of such ratings. Independent Auditors

The basic financial statements of the City of Dallas, Texas as of and for the year ended September 30, 2012, included in this Offering Memorandum in APPENDIX A, have been audited by Grant Thornton, LLP, Independent Auditors, as stated in their report appearing herein, which is based on their audit and the reports of other auditors. Litigation

The City is a party to various lawsuits in the normal course of business. It is the opinion of the City Attorney and City Management that, except as described herein below, there is no pending litigation against the City that if decided adversely to the City, would have a material adverse financial impact upon the City or its operations. The City is a defendant in six (6) lawsuits, including two class actions, arising from City Ordinance No. 16084, adopted on January 22, 1979. All of the lawsuits allege that current and past police and fire pay schedules were adopted in violation of a referendum approved by the voters in 1979. All Plaintiffs claim that the City failed to maintain percentage pay differentials between grades in the sworn ranks as required by the referendum, and seek compensation for alleged underpayments of salaries and loss of value of retirement benefits. It is the City's position that the 1979 referendum only mandated that pay raises be made in fiscal year 1978-1979 and that there was no continuing obligation of the City to maintain pay scale differentials, as alleged by the plaintiffs. The City has asserted its governmental immunity and various special exceptions and affirmative defenses, and disputes the Plaintiffs' allegations in all of the lawsuits.

The Plaintiffs in Albert, et al. v. City of Dallas (Cause No. 199-697-94) ("Albert") are 808 members of the Dallas Fire Department. The Plaintiffs in Arredondo, et al. v. City of Dallas (Cause No. 199-1743-99) are 16 members of the Dallas Fire Department who were originally plaintiffs in Albert but whose claims were severed in October 1999. The Plaintiffs in Barber, et al. v. City of Dallas (Cause No. 199-624-95) are 71 members ofthe Dallas Fire Department. The Plaintiffs in Willis, et al, v. City of Dallas (Cause No. 199-200-95) are 772 members ofthe Dallas

Police Department. Parker et al. v. City of Dallas (Cause No. 1-95-107) is a class action lawsuit. The Parker Plaintiff class consists of all current, past or future members of the sworn ranks of the Dallas Police Department, as well as their spouses, heirs or estates. Martin, et al. v. City of Dallas (Cause No. 1-95-506) is the other class action lawsuit. The Martin Plaintiff class consists of current, past and future members of the sworn ranks of the Dallas Fire Department, as well as their spouses, heirs or estates. Both of the class action lawsuits have been certified. In addition, in September 1999, the Dallas Police and Fire Pension System intervened in the lawsuits seeking contributions from both its members (Plaintiffs) and the City of Dallas in the event of a final judgment awarding back pay to Plaintiffs. In the two class action lawsuits Parker and Martin, the Plaintiffs have alleged damages of approximately $94,000,000. The amount of alleged damages has not been specified in the other lawsuits. The Plaintiffs also seek an award of attorney fees in an unspecified amount in connection with their breach of contract and declaratory relief claims. Although the City has stated that the total recovery in the cases could exceed $1 billion, any estimate of damage at this stage in the litigation is speculative. Unless the current Court of Appeals decision, as described below, is reversed, the City is not liable for back pay damages to the Plaintiffs and any damages would be significantly more limited. In August 1997, the trial court in Albert, the oldest of the cases, issued an order holding that the City had not maintained the percentage pay differentials between grades; however, the court also held that the remedy was within the City's discretion and that salaries could be .either raised or lowered to conform to the appropriate percentage differentials. The City adopted a resolution implementing a remedy which was submitted to the court for approval. In May 1999, the court determined that the City's remedy was not adequate and, upon motion of sixteen ( 16) of the 824 Albert Plaintiffs, entered an Order Granting Partial Summary Judgment in favor of those sixteen Plaintiffs, awarding damages of $1.7 million to the sixteen Plaintiffs. Plaintiffs requested that the Court sever that portion of the case as to the sixteen Plaintiffs and enter a final order in their favor. On October 20, 1999, the Court granted the Plaintiffs' motion for severance, making the Partial Summary Judgment final with respect to the sixteen Plaintiffs, whose claims are now styled, Arredondo, et al v. City of Dallas (Cause No. 199-1743-99). On October 28, 1999, the sixteen Plaintiffs appealed the Court's Final Summary Judgment order based on the measure of damages issue and on January 4, 2000, the City appealed the Final Summary Judgment as to both liability and damages issues. The Arredondo appeal (No. 05-99-01819-CV) was fully briefed and oral argument was held on November 28, 2000. On June 4, 2002, the court of appeals reversed the trial court's judgment and remanded the case to the trial court, holding that the ordinance is patently ambiguous and that resolution of the ambiguity (regarding whether the word "maintain' applies only to the one-time raise provided in the ordinance or also to all future pay scales) would be a question for the finder of fact based on contemporaneous evidence of the voters' intent in passing the referendum. The Arredondo plaintiffs filed a petition for review in the Texas Supreme Court. That petition was denied.

On December 21, 2006, the Court of Appeals reversed the trial courts in all six cases and upheld the City's governmental immunity from Plaintiffs' breach-of-contract claims, including claims for declaratory relief to recover damages. However, the Court of Appeals affirmed the trial courts' denial of the City's pleas regarding the Plaintiffs' claims for prospective declaratory relief, and found it appropriate to allow Plaintiffs the opportunity to argue to the trial court that the legislature has waived immunity from suit for breach of contract under Texas Local Government Code sections 271.151 to 271.160, which were enacted during the pendency of the appeals.

In opinions on August 26, 2011, and December 16, 2011, the Texas Supreme Court reversed the court of appeals. The court held that the City has immunity from Plaintiffs' requests for a declaratory judgment and that the adoption of an ordinance by referendum did not result in waiver or abrogation of the City's immunity. The court remanded the cases to the trial court to consider whether, by adding sections 271.151 through 271.160 to the Texas Local Government Code, the legislature waived the City's immunity. Plaintiffs in Martin and Parker filed a motion for rehearing, to which the City responded pursuant to the Texas Supreme Court's request. The motion for rehearing was denied.

On remand in Albert, Arredondo, Barber, and Willis, the City filed pleas to the jurisdiction, asserting that Plaintiffs have not pleaded a written contract to invoke the waiver of the City's governmental immunity in the Local Government Code. The court denied pleas, and the City took interlocutory appeals to the Court of Appeals for review of whether the City's immunity is waived under the Local Government Code. These appeals have been briefed and set for oral argument and submission on June 11, 2013. The City is a defendant in United States ex rei. Lockey et al. v. City of Dallas, et al., a qui tam False Claims Act lawsuit against the City, the Dallas Housing Authority, Dallas County, and the Dallas County Housing Agency. Curtis Lockey and Craig MacKenzie are the relators, claiming that each defendant falsely certified that it was affirmatively furthering fair housing when submitting applications for federal funds from the U.S. Department of Housing and Urban Development (HUD). Under their "false certification" legal theory, the relators contend that each defendant falsely obtained all HUD affordable housing funding received over the past six years. Thus, on behalf of the United States, relators claim that the City received more than $320 million based on the false claims and seek triple recovery of that sum and additional civil penalties against the City. They seek comparable dollar amounts based on the same formula from the other defendants. If the relators were to recover, the United. States would receive the vast majority of the proceeds and the relators would receive the remainder. On February 3, 2010, the relators also filed a complaint with HUD that contains many of the same allegations that they have made in this lawsuit. In response to HUD's inquiries, the City provided information to HUD in March and May 2010 and has not received any further communication from HUD. The suit was originally filed under seal in February 2011. After receiving information from the City and the other defendants, the United States elected not to intervene. The court unsealed the case on November 14, 2011 and entered a partial scheduling order. Relators served the City on February 28, 2012. The City moved to dismiss for lack of jurisdiction and for failure to state a claim. Relators' response was received on April 26, 2012. If the case should proceed, the City believes that the risk of liability is remote. The City will contend that the court lacks jurisdiction because all of the allegations were disclosed to HUD, the media, and the public, long prior to the filing of the suit. "Public disclosure" is a jurisdictional barrier under the False Claims Act. Furthermore, the allegations against the City lack merit; the United States (via HUD) was informed of, aware of, and generally approved of the City's actions. The City will seek recovery of its attorney fees and costs incurred in its defense. Clean Air Act Amendments o(J 990

The USEPA has established certain air quality standards for the North Texas Region consisting of Dallas, Collin, Denton and Tarrant counties (the "Region"). In 1993, the USEPA classified the Region as a non-attainment area under the USEPA's one-hour ozone standard. In 1998, the USEPA downgraded the Region from an area of moderate non-attainment to an area of serious non-attainment. The Region was required to meet the one-hour ozone standards by a June

15, 2005 attainment date. A Texas State Implementation Plan (SJP), developed under the one-hour ozone standard, proposed emission reduction strategies necessary to meet the air quality standards. Concurrently, USEPA developed its newer eight-hour clean air standards (based upon a different testing methodology). On April 15, 2004, the USEPA promulgated the new eight-hour standard, which also had the effect of enlarging the non-attainment Region by adding Ellis, Johnson, Kaufman, Parker and Rockwall counties (such counties, together with the Region, being the "North Texas Region"), as well as revoking the previous one-hour standard. The new "eighthour standard" required the TCEQ to develop a new SJP by June 2007 that would show attainment of the standard by 2010. The eight-hour rule also established new guidelines for areas that had not met their legal obligations under the previous one-hour standard. The option chosen by TCEQ was to propose a "5% Rate of Progress SJP" by June 2005, that would establish a schedule of at least a 5% decrease in levels of NOx, thereby leading the way for compliance of the new standard. The TCEQ approved this "5% Rate of Progress SJP" and submitted it to USEPA in June 2005. As a result of this submission, the area has now complied with its previous one-hour standard requirements. The fmalization of the eight-hour standard and revocation of the one-hour standard also contributed to the resolution of a lawsuit brought by environmental groups against USEPA for its failure to either approve or disapprove a SIP under the previous one-hour standard. On or about October 6, 2004, a case styled Blue Skies Alliance et al. v. Leavitt was filed by four citizens groups in the United States District Court in Dallas, Texas. The suit sought to require the USEPA to either approve or disapprove the SIP submitted under the one-hour standard. The practical effect of the suit could have required the DFW area to a higher "severe" classification and cause disruption of all planning for federally funded highway projects in the region. However, the suit was settled and USEPA agreed to a consent decree that proposed to approve some additional air quality measures submitted by the State, as well as additional studies on point source controls to be conducted by TCEQ. The TCEQ has also identified new control measures for consideration for the nine county area as well as certain regional controls. On December 13, 2006, the TCEQ presented a proposed plan to its Commissioners. That plan was formally adopted by the TCEQ Commissioners on May 26, 2007. On March 12, 2008, USEPA revised the 8-hour ozone national ambient air quality standard. The new standard was established at 75 parts per billion ("ppb"). Due to the revision, new designations of ozone nonattainment were required by the Clean Air Act. States are to recommend to USEPA nonattainment areas and boundaries by March 2009, and USEPA was required by the Clean Air Act to finalize the designations by March 2010. States are required to develop new State Implementation Plans for achieving the standard. These are expected three years after designations are made, or by March 2013. The regulations for achieving attainment of the current 85 ppb standard remain in place. On July 14, 2008, USEPA proposed conditional approval of the 1997 8-hour ozone attainment demonstration SIP revisions for the Dallas/Fort Worth area submitted to USEPA by the State of Texas on May 30, 2007 and supplemented on April 23, 2008. USEPA's action was published in the Federal Register on July 14, 2008 at 73 FR 40203. USEPA also proposed on July 11, 2008 a finding that the DFW area is currently attaining the 1-hour ozone standard. Details ofthis action are found in the Federal Register of July 11, 2008 at 73 FR 39897.

In February 2009, USEPA approved the 1997 8-hour ozone attainment demonstration SIP revisions for the Dallas/Fort Worth area. Details ofthis action are found in the Federal Register of January 14, 2009 at 74 FR 1927. However, in January 2010, USEPA proposed to further strengthen the national ambient air quality standards for ground level ozone from the current standard of 75 ppb. USEPA has proposed to change the standard to a level between 60 ppb and 70 ppb. The USEPA has yet to change the standard. Miscellaneous

NO DEALER, BROKER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THE COMMERCIAL PAPER MEMORANDUM IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS COMMERCIAL PAPER MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE NOTES OFFERED HEREBY, NOR SHALL THERE BE ANY OFFER OR SOLICITATION OF SUCH OFFER OR SALE OF NOTES IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION, OR SALE. NEITHER THE DELIVERY OF THIS COMMERCIAL PAPER MEMORANDUM NOR THE SALE OF ANY OF THE NOTES IMPLIES THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. THE INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED FROM THE CITY, PUBLISHED SOURCES, AND OTHER DATA FURNISHED BY THE CITY. THE DEALER MAKES NO REPRESENTATION AS TO EITHER THE ACCURACY OR COMPLETENESS OF THE INFORMATION HEREIN. For Information and Additional Copies of this Offering Memorandum- Please Contact:

Municipal Short Term Desk Jefferies & Company, Inc. 520 Madison Avenue - 8th Floor New York, NY 10022 Phone: 212-336-7148

APPENDIX A

AUDITED BASIC FINANCIAL STATEMENTS OF THE CITY

Grant Thornton LLP, the City's independent auditor, bas not been engaged to perform and bas not performed, since the date of its report included herein, any procedures on the financial statements addressed in this report, nor have they performed any procedures relating to this Offering Memorandum.

APPENDIXB

CERTAIN INFORMATION CONCERNING THE CREDIT PROVIDERS

The information in this Appendix has been provided solely by the respective Credit Providers and is believed to be reliable. This information has not been verified independently by the City or the Dealer. The City and the Dealer make no representation whatsoever as to the accuracy, adequacy or completeness of such information. SERIES 2010A CREDIT PROVIDER JPMORGAN CHASE BANK, NATIONAL ASSOCIATION JPMorgan Chase Bank, National Association ("the Bank") is a wholly owned subsidiary of JPMorgan Chase & Co., a Delaware corporation whose principal office is located in New York, New York. The Bank offers a wide range of banking services to its customers, both domestically and internationally. It is chartered and its business is subject to examination and regulation by the Office of the Comptroller of the Currency. As of March 31st, 2013, JPMorgan Chase Bank, National Association, had total assets of $1,948.2 billion, total net loans of $608.1 billion, total deposits of $1,279.6 billion, and total stockholder's equity of $149.9 billion. These figures are extracted from the Bank's unaudited Consolidated Reports of Condition and Income (the "Call Report") as of March 31st, 2013, prepared in accordance with regulatory instructions that do not in all cases follow U.S. generally accepted accounting principles. The Call Report including any update to the above quarterly figures is filed with the Federal Deposit Insurance Corporation and can be found at www.fdic.gov. Additional information, including the most recent annual report on Form 10-K for the year ended December 31, 2012, of JPMorgan Chase & Co., the 2012 Annual Report of JPMorgan Chase & Co., and additional annual, quarterly and current reports filed with or furnished to the Securities and Exchange Commission (the "SEC") by JPMorgan Chase & Co., as they become available, may be obtained without charge by each person to whom this Official Statement is delivered upon the written request of any such person to the Office of the Secretary, JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017 or at the SEC's website at www.sec.gov.

The information contained in this Appendix relates to and has been obtained from the Bank. The delivery of the Official Statement shall not create any implication that there has been no change in the affairs of the Bank since the date hereof, or that the information contained or referred to in this Appendix is correct as of any time subsequent to its date. SERIES 2010C CREDIT PROVIDER

The information under this heading has been provided solely by Wells Fargo Bank, National Association (the "Bank") and is believed to be reliable. This information has not been verified independently by the City or any dealer. The City and dealers make no representation whatsoever as to the accuracy, adequacy or completeness of such information.

B-1

WELLS FARGO BANK, NATIONAL ASSOCIATION The Bank is a national banking association organized under the laws of the United States of America with its main office at 101 North Phillips Avenue, Sioux Falls, South Dakota 57104, and engages in retail, commercial and corporate banking, real estate lending and trust and investment services. The Bank is an indirect, wholly-owned subsidiary of Wells Fargo & Company ("Wells Fargo"), a diversified financial services company, a financial holding company and a bank holding company registered under the Bank Holding Company Act of 1956, as amended, with its principal executive offices located in San Francisco, California. The Bank prepares and files Call Reports on a quarterly basis. Each Call Report consists of a balance sheet as of the report date, an income statement for the year-to-date period to which the report relates and supporting schedules. The Call Reports are prepared in accordance with regulatory instructions issued by the Federal Financial Institutions Examination Council. While the Call Reports are supervisory and regulatory documents, not primarily accounting documents, and do not provide a complete range of financial disclosure about the Bank, the reports nevertheless provide important information concerning the Bank's financial condition and results of operations. The Bank's Call Reports are on file with, and are publicly available upon written request to the FDIC, 550 17th Street, N.W., Washington, D.C. 20429, Attention: Division of Insurance and Research. The FDIC also maintains an internet website that contains the Call Reports. The address of the FDIC's website is http://www.fdic.gov. The Bank's Call Reports are also available upon written request to the Wells Fargo Corporate Secretary's Office, Wells Fargo Center, MAC N9305-173, 90 South 7th Street, Minneapolis, MN 55479.

The commitment under the Series B Agreement will be solely an obligation of the Bank and will not be an obligation of, or otherwise guaranteed by, Wells Fargo & Company, and no assets of Wells Fargo & Company or any affiliate of the Bank or Wells Fargo & Company will be pledged to the payment thereof. Payment under the Series B Agreement will not be insured by the FDIC. The information contained in this section, including financial information, relates to and has been obtained from the Bank, and is furnished solely to provide limited introductory information regarding the Bank and does not purport to be comprehensive. Any financial information provided in this section is qualified in its entirety by the detailed information appearing in the Call Reports referenced above. The delivery hereof shall not create any implication that there has been no change in the affairs of the Bank since the date hereof.

B-2

Schedule I General Obligation Commercial Paper Program Series 2013A, 2013C COST OF ISSUANCE/ CLOSING COSTS Co-Bond Counsel Bracewell & Giuliani L.L.P. West & Associates L.L.P.

$26,000 10,000

Co-Financial Advisors First Southwest Company Estrada Hinojosa

52,500 35,000

Liquidity Facility Syndicate Bond Counsel

15,000

Printing Fees

2,500

Auditor Grant Thornton L.L.P

3,825

Total Estimated Upfront Closing Costs

$144,825

ANNUAL FEES Liquidity Facility JPMorgan Chase Wells Fargo

$968,000 726,000

Credit Facility Agreement Amendment Fees

5,000

Issuing and Paying Agent US Bank

5,000

Dealer Jefferies Cusip Numbers Administration Fee Rating Agencies Moody's Investors Service Standard & Poor's Total Estimated Annual Fees 3- year period Estimated Grand Total Total M/WBE Participation as % of Total Issuance Costs:

140,000 2,000 5,000 24,000 33,000 $1,908,000 5,724,000 $2,052,825 22.7%

KEY FOCUS AREA:

AGENDA ITEM # 10 Make Government More Efficient, Effective and Economical

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

N/A

DEPARTMENT:

City Controller

CMO:

Jeanne Chipperfield, 670-7804

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize the preparation of plans for issuance of General Obligation Refunding and Improvement Bonds, Series 2013A/B in an amount not to exceed $500,000,000 â&#x20AC;&#x201C; Financing: This action has no cost consideration to the City BACKGROUND The proposed General Obligation Refunding and Improvement Bond Sale is to (1) refund a portion of outstanding General Obligation Bonds, Series 2007 (tax-exempt), Series 2007A (tax-exempt), Series 2008 (tax-exempt), Series 2005 (taxable), and Series 2007A (taxable) (2) issue bonds with the intended purpose of taking the place of interim financing (3) refunding and retirement of commercial paper notes issued for interim financing of improvements to the City. The recommendation for refunding is based on current market conditions. The Cityâ&#x20AC;&#x2122;s co-financial advisors, First Southwest Company and Estrada Hinojosa, recommend issuing refunding and improvement bonds up to $500,000,000 and are expected to result in cash savings of $11.9 million and a net present value savings of $11.3 million, which is 5.0 percent of the par of the refunded bonds. Actual savings will depend on market conditions at the time of the sale. Issuance of bonds will be used to refund and retire approximately $290,000,000 in bonds, approximately $80,000,000 in commercial paper notes, and issuance of approximately $130,000,000 in improvement bonds all in accordance with the City's capital improvement program, and is within the Fiscal Year 2012-13 operating and capital budgets. The notes to be refunded constitute the entire amount of outstanding commercial paper as of July 15, 2013.

BACKGROUND (Continued) Depending on favorable market conditions the City may elect to issue bonds not to exceed $500,000,000. If interest rate conditions result in a significant deterioration in the current projected savings, the City may elect, as little as one day prior to the sale date, to cancel this portion of the sale. The City plans to use Underwriting Syndicate Team â&#x20AC;&#x153;Bâ&#x20AC;? which is comprised of Citigroup Global Markets, Wells Fargo Bank N.A., Goldman Sachs & Co., Piper Jaffray, Stifel Nicolaus & Co., Frost Bank, Loop Capital Markets L.L.C., Samuel A. Ramirez & Co., Stern Brothers & Company. Samuel A. Ramirez will be the Bookrunning Senior Manager and Wells Fargo N.A. will serve as the Co-Senior Manager. ESTIMATED SCHEDULE OF PROJECT City Council authorization to proceed with sale Parameters ordinance authorized by Council Pricing Execution of Bond Purchase Agreement Delivery of Proceeds

June June July July August

12, 26, 16, 17, 6,

2013 2013 2013 2013 2013

PRIOR ACTION/REVIEW (COUNCIL, BOARD, COMMISSIONS) The Budget, Finance, and Audit Committee is scheduled to be briefed on June 3, 2013 regarding the July 17, 2013 bond sale. FISCAL INFORMATION This action has no cost consideration to the City M/WBE INFORMATION Attachment I provides an estimate of bond issuance costs for proposed General Obligation Refunding, Series 2013A/B bonds and the M/WBE participation.

Agenda Date 06/12/2013 - page 2

SERIES 2013A/B GENERAL OBLIGATION REFUNDING BONDS $500,000,000 Estimate of Total Bond Issuance Costs and M/WBE Participation Co-Bond Counsel Bracewell & Giuliani L.L.P. (Vendor # VS0000056820) West & Associates L.L.P. (Vendor #330805)

274,500 119,500

28.6% 12.4%

Co-Financial Advisors First Southwest Company (Vendor #193056) Estrada Hinojosa - (Vendor #259910)

173,880 115,920

18.1% 12.1%

Debt Analysis/Structuring Fees First Southwest Company (Vendor #193056) Estrada Hinojosa - (Vendor #259910)

28,000 12,000

2.9% 1.2%

Out-of-Pocket Expenses First Southwest Company (Vendor #193056)

4,000

0.4%

10,000

1.0%

110,000 89,815

11.5% 9.4%

3,825

0.4%

19,000

2.0%

960,440

100%

Official Statement Printing TBD Rating Agencies Moody's Investors Service (Vendor #951236) Standard & Poor's (Vendor #954974) Auditor Grant Thornton L.L.P. (Vendor #VS0000007921) Filing Fee Attorney General (Vendor #344989) Total Issuance Costs Total M/WBE Participation as % of Total Issuance Costs:

25.8%

COUNCIL CHAMBER

June 12, 2013 WHEREAS, the City will issue the proposed General Obligation Refund Bonds pursuant to the authority granted by Subchapter C of Chapter 271, Texas Local Government Code (the “Certificate of Obligation Act of 1971”), as amended; and WHEREAS, the adopted capital improvement program currently underway and/or scheduled requires issuance of an amount not to exceed $500,000,000 general obligation refunding bonds for the purposes of refunding a portion of outstanding bonds; and WHEREAS, the City Council hereby finds and determines that in order to accomplish such issuance in a timely and cost efficient manner, the City Manager, the City’s co-financial advisors, and the City’s bond counsel should be authorized and directed to take such action and prepare documents as necessary in order to accomplish such issuance; and WHEREAS, it is desired to proceed with the preparatory work necessary to issue general obligation refunding bonds through a negotiated sale in July 2013. Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the City Manager be and is hereby authorized to proceed with the necessary preparations for the sale of General Obligation Refunding Bonds, Series 2013A/B, in an amount not to exceed $500,000,000, with such sale scheduled to occur by July 31, 2013. Section 2. That the City Manager, the City's Co-Financial Advisors, and the City's Co-Bond Counsel are hereby authorized and directed to prepare an Official Statement with respect to such obligations and to take such other action and prepare such other documents as are necessary and incidental to the issuance, sale and delivery of the bonds. Section 3. That the City Manager be and is hereby authorized to use the previously contracted professional services of First Southwest Company and Estrada Hinojosa & Company, Inc. as co-financial advisors for the proposed general obligation refund bond sale. If said bonds are issued, payment for the advisory services and out-of-pocket expenses of First Southwest Company (Vendor # 193056) are estimated to be $ 205,880 and payment for the advisory services and out-of-pocket expenses of Estrada Hinojosa & Company, Inc. (Vendor # 259910) are estimated to be $127,920 and shall be made from the bond proceeds.

COUNCIL CHAMBER

June 12, 2013 Section 4. That the City Manager be and is hereby authorized to use the previously contracted professional services of Bracewell & Giuliani L.L.P. and West & Associates, P.C. as co-bond counsel in connection with the sale and delivery of the general obligation bonds. If bonds are issued, payment for the opinion of Bracewell & Giuliani L.L.P. (Vendor #VS0000056820) shall be at the rate of $0.50 per $1,000 increment of obligations issued plus an hourly rate of $90.00 to $300.00 for services rendered by individual attorneys and paralegals (estimated at a combined amount to be $274,500), and shall be made from the bond proceeds. If bonds are issued, payment for the opinion of West & Associates L.L.P., P.C. (Vendor #330805) shall be at the rate of $0.15 per $1,000 increment of obligations issued plus an hourly rate of $90.00 to $300.00 for services rendered by individual attorneys and paralegals (estimated at a combined amount to be $119,500), and shall be made from bond proceeds. Section 5. That the City Manager be and is hereby authorized to obtain bond ratings from Moody's Investors Service (Vendor # 951236) and from Standard & Poor's, Inc. (Vendor # 954974) in connection with the sale of the bonds. If the bonds are issued, payment for the bond ratings are estimated to be $199,815 and shall be made from the bond proceeds. Section 6. That the Cityâ&#x20AC;&#x2122;s Controllerâ&#x20AC;&#x2122;s Office be and is hereby authorized to use the previously contracted professional services of Grant Thornton L.L.P. to obtain an independent auditor's consent letter in connection with the sale and delivery of the bonds. If the bonds are issued, payment for the services of Grant Thornton L.L.P. (Vendor # VS0000007921) is estimated to be $3,825 and shall be made from the bond proceeds. Section 7. That the City Controller be and is hereby authorized to make payments for printing services to print and mail official statements. If the bonds are issued, payments for the printing services are estimated to be $10,000 and shall be made from the bond proceeds. Section 8. That the City Controller is hereby authorized to use contracted paying agent/registrar services provided with respect to the bonds at an annual cost of $9,000 plus mailing expenses from the General Fund 0001, Department CCO, Unit 1126, Object 3537, if the bonds are issued. Section 9. That the proceeds received from the bond sale shall be deposited in Fund 0674, Department BMS, Unit 0638, Revenue Source 8448. Any accrued interest from these proceeds will be deposited in the Debt Service Fund 0981, Department BMS, Revenue Source 8438.

COUNCIL CHAMBER

June 12, 2013 Section 10. That the City Manager is authorized and directed to file an Official Statement with respect to such bonds and prepare such other documents as are necessary and incidental to the issuance, sale and delivery of the bonds with the Attorney General; and that the City Controller be and is hereby authorized to make the payment for filing with the Attorney Generalâ&#x20AC;&#x2122;s office (Vendor # 344989) prior to receiving the Bond Proceeds. The cost is estimated to be $19,000 and shall be made from the General Fund 0001, Department CCO, Unit 1126, Object 3537, and shall be reimbursed with proceeds. Section 11. 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 # 11 Make Government More Efficient, Effective and Economical

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

N/A

DEPARTMENT:

City Controller

CMO:

Jeanne Chipperfield, 670-7804

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize the preparation of plans for issuance in an amount not to exceed $285,000,000 in Waterworks and Sewer System Revenue Refunding Bonds, Series 2013 - Financing: This action has no cost consideration to the City BACKGROUND This proposed revenue bond sale is for the following purposes: (1) refund a portion of outstanding bonds Series 2006 (tax-exempt), and Series 2007 (tax-exempt) (2) issue bonds with the intended purpose of taking the place of interim financing, (3) refunding and retirement of commercial paper notes issued for interim financing of improvements to the Cityâ&#x20AC;&#x2122;s water and wastewater system. Approximately $110,000,000 of the current outstanding Dallas Water Utilities principal will be refunded with proceeds from the issue. Due to the current conditions in the bond market, a portion of the refunding proceeds will be used for refunding of obligations. The City's co-financial advisors, First Southwest Company and Estrada Hinojosa, recommend refunding approximately $75,000,000 of the tax-exempt Series 2006, approximately $35,000,000 of the taxable Series 2007. Based on recent market conditions, the refunding is expected to result in cash savings of $ 8.2 million and a net present value savings of $5.8 million which is 5.0 percent of the par of the refunded bonds. If market conditions improve, the City may elect to look for additional refunding opportunities and adjust the terms of the sale to include other advance refunding of outstanding obligations. Actual savings will depend on market conditions at the time of the sale. Depending on favorable market conditions the City may elect to issue bonds not to exceed $285,000,000. If market conditions result in a significant deterioration, the City may elect, as little as one day prior to the sale date, to cancel portions of the sale.

BACKGROUND (Continued) Issuance of revenue bonds will also be used for refunding and retirement of $175,000,000 in commercial paper notes in accordance with the capital program for water and wastewater improvements, and is within the Fiscal Year 2012-13 operating and capital budgets for the Water Utilities Department. The notes to be refunded constitute the entire amount of outstanding commercial paper as of July 31, 2013. The City plans to use Underwriting Syndicate Team â&#x20AC;&#x153;Aâ&#x20AC;? which is comprised of JP Morgan, Bank of America Merrill Lynch, Morgan Stanley, Southwest Securities Group, RBC Capital Markets, Raymond James & Assoc., Siebert Brandford Shank &Co., M.R. Beal & Co., and Cabrera Capital Markets. ESTIMATED SCHEDULE OF PROJECT Authorize preparation for Issuance of Bonds Approval of parameters ordinance Pricing Execution of the Bond Purchase Agreement Delivery of Proceeds

June August August August September

12, 14, 22, 23, 17,

2013 2013 2013 2013 2013

PRIOR ACTION/REVIEW (COUNCIL, BOARD, COMMISSIONS) The Finance Audit & Accountability Committee is scheduled to be briefed on June 3, 2013. FISCAL INFORMATION No cost consideration to the City M/WBE INFORMATION Attachment I provide an estimate of bond issuance costs for the proposed Series 2013 bonds and the M/WBE participation

Agenda Date 06/12/2013 - page 2

SERIES 2013 WATERWORKS AND SEWER SYSTEM REVENUE REFUNDING BONDS $285,000,000 Estimate of Total Bond Issuance Costs and M/WBE Participation Co-Bond Counsel McCall, Parkhurst & Horton L.L.P. (Vendor #193173) Escamilla & Ponnick (Vendor #518903)

115,000 67,250

20.1% 11.8%

Co-Financial Advisors First Southwest Company (Vendor #193056) Estrada Hinojosa - (Vendor #259910)

104,220 69,480

18.2% 12.2%

Debt Analysis/Structuring Fees First Southwest Company (Vendor #193056) Estrada Hinojosa - (Vendor #259910)

28,000 12,000

4.9% 2.1%

Out-of-Pocket Expenses First Southwest Company (Vendor #193056)

2,000

0.3%

Official Statement Printing TBD

10,000

1.7%

Rating Agencies Moody's Investors Service (Vendor #951236) Standard & Poor's (Vendor #954974)

88,000 53,550

15.4% 9.4%

Auditor Grant Thornton L.L.P. (Vendor #VS0000007921)

12,650

2.2%

9,500

1.7%

571,650

100%

Filing Fee Attorney General (Vendor #344989) Total Issuance Costs Total M/WBE Participation as % of Total Issuance Costs:

26.0%

COUNCIL CHAMBER

June 12, 2013 WHEREAS, the adopted Capital Improvement Program, currently underway and scheduled, requires issuance of an amount not to exceed $285,000,000 of Waterworks and Sewer System Revenue Refunding and Improvement Bonds, Series 2013 (the “Series 2013 Bonds”) for the purposes of refunding a portion of outstanding bonds and for the retirement of commercial paper notes issued for interim financing of improvements to the water and wastewater system; and WHEREAS, the Waterworks and Sewer System Revenue Bonds anticipated to be refunded were issued in 2006 (tax-exempt bonds), 2007 (tax-exempt bonds for various water and wastewater improvement purposes; and WHEREAS, the Waterworks and Sewer System Revenue Bonds anticipated to be issued to take the place of interim financing will not exceed $110,000,000; and WHEREAS, this retirement of outstanding commercial paper notes is expected to require bond proceeds in an amount not to exceed $175,000,000; and WHEREAS, the City Council hereby finds and determines that in order to accomplish such issuance in a timely and cost efficient manner, the City Manager, the City's co-financial advisors, and the City's bond counsel should be authorized and directed to take such action and prepare documents as necessary in order to accomplish such issuance; and WHEREAS, it is desired to proceed with the preparatory work necessary to issue these refunding and improvement Bonds, Series 2013, through a negotiated sale no later than September 30, 2013. Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the City Manager be and is hereby authorized to proceed with the necessary preparations for the sale of Waterworks and Sewer System Revenue Refunding and Improvement Bonds, Series 2013, (the “Series 2013 Bonds”), in an aggregate principal amount not to exceed $285,000,000 with such sale scheduled to occur on August 23, 2013. Section 2. That the City Manager, the City’s Co-Financial Advisors, and the City’s Co-Bond Counsel are hereby authorized and directed to prepare an Official Statement with respect to such bonds and to take such other action and prepare such other documents as are necessary and incidental to the issuance, sale and delivery of the Waterworks and Sewer System Revenue Refund and Improvement Bonds, Series 2013.

COUNCIL CHAMBER

June 12, 2013 Section 3. That the City Manager be and is hereby authorized to use the previously contracted professional services of First Southwest Company and Estrada Hinojosa & Company, Inc., co-financial advisors, for the proposed refunding bond sale. If the bonds are issued, payment for such services shall not exceed $134,220 for First Southwest (Vendor #193056) and shall not exceed $81,480 for Estrada Hinojosa & Company Inc. (Vendor #259910) and shall be made from Water Utilities Operating Fund 0100, Department DWU, Unit 7017, Object 3803. Section 4. That the City Manager be and is hereby authorized to use the previously contracted professional services of McCall, Parkhurst & Horton L.L.P., and Escamilla & Ponnick as co-bond counsel in connection with the sale and delivery of the Series 2012 Bonds. If bonds are issued, payment for the opinion, and the hourly rate of McCall, Parkhurst & Horton L.L.P. (Vendor # 193173), shall be at the rate of $0.30 per $1,000 increment of bonds issued plus hourly rate of $90.00 to $300.00 for services rendered by individual attorneys and paralegals (estimated not to exceed $115,000,). If bonds are issued, payment for the opinion, and the hourly rate of Escamilla & Ponnick L.L.P., P.C. (Vendor # 330805) shall be at the rate of 0.15 pre $1,000 increment of bonds issued plus an hourly rate of $90.00 to $300.00 for services rendered by individual attorneys and paralegals (estimated not to exceed $67,250) and shall be made from Water Utilities Operating Fund 0100, Department DWU, Unit 7017, Object 3803. Section 5. That the City Manager be and is hereby authorized to obtain bond ratings from Moodyâ&#x20AC;&#x2122;s Investor Service (Vendor #951236) and from Standard & Poor's Inc. (Vendor #954974) in connection with the sale of the bonds. Payments for the bond ratings will be $141,550 and will be made from Water Utilities Operating Fund 0100, Department DWU, Unit 7017, Object 3803. Section 6. That the City Manager be and is hereby authorized to use the previously contracted professional services of Grant Thornton L.L.P to obtain an independent auditors consent letter in connection with the sale and delivery of the bonds. If the bonds are issued, payment for the services of Grant Thornton L.L.P (Vendor # VS0000007921) shall not exceed $12,650 and will be made from Water Utilities Operating Fund 0100, Department DWU, Unit 7017, Object 3803. Section 7. That the City Controller be and is hereby authorized to make payments for printing services to print and mail official statements. If the bonds are issued, payment for the services shall not exceed $10,000 and will be made from Water Utilities Operating Fund 0100, Department DWU, Unit 7017, Object 3803.

COUNCIL CHAMBER

June 12, 2013 Section 8. That the City Controller is hereby authorized to use contracted paying agent/registrar services provided with respect to the Series 2013 Bonds at an annual cost of $9,000 for escrow agent fees plus payment processing expenses from Water Utilities Operating Fund 0100, Department DWU, Unit 7017, Object 3803. Section 9. That the City Controller be and is hereby authorized and directed to file an Official Statement with respect to such bonds and prepare such other documents as are necessary and incidental to the issuance, sale and delivery of the bonds for review by the Attorney General (Vendor #344989). If the bonds are issued, payment for the filing fee is estimated not to exceed $9,500 and shall be made from Water Utilities Operating Fund 0100, Department DWU, Unit 7017, Object 3803. Section 10. That the amount of bond sale applicable to commercial paper refunding shall be remitted directly to the commercial paper issuing and paying agent U.S. Bank Trust National Association. Any variation in proceeds due to accrued interest arising from this issue bonds shall be deposited in Water Utilities Debt Service Fund 0109, Department DWU, Unit 7017, Revenue Source 8438. Section 11. 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 # 12 KEY FOCUS AREA:

A Cleaner, Healthier City Environment

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Code Compliance

CMO:

Joey Zapata, 670-1204

MAPSCO:

N/A ________________________________________________________________

SUBJECT An ordinance amending Chapters 50, 51A, and 52 of the Dallas City Code to: (1) define terms; (2) provide for the licensing, operation, and regulation of street vendors; (3) require identification badges for street vendors and their agents; (4) establish license and badge fees; (5) establish dress and conduct standards for street vendors; (6) allow vending on private property without a certificate of occupancy if the vendor possesses a mobile food establishment permit or a Central Business District concession license and has the property owner's consent; (7) make certain non-substantive changes; (8) provide transitional provisions; and (9) provide minimum and maximum penalties Estimated Annual Revenue Loss: $10,000 BACKGROUND Street vendors are regulated in Chapter 50, Article XII of the Dallas City Code. Current ordinances related to street vending prohibit vending on public property, with specific exceptions, such as when a vendor has a contract or license with the City, special event permit, mobile food unit permit, or Central Business District (CBD) licenses. A certificate of occupancy (CO) is required for vending on private property, with specific exceptions such as garage sale permits, mobile food unit permits, and CBD licenses. Downtown stakeholders recommended ordinance changes to expand street vending in order to create more vibrant streets and public spaces in the Central Business District. These changes are incorporated in the proposed ordinance and include rules for submitting and updating applications, the number of licenses per vendor and authorized vending sites, hours of operation, and requirements for vendor IDs, dress code, and reporting customer complaints.

BACKGROUND (Continued) The proposed ordinance also streamlines vending license applications and modifies the Arts District eastern boundary to Central Expressway, to match the boundaries in the Arts District Planned Development District. Additionally, the proposed ordinance includes Quality of Life and Government Services committee recommendations for fee reductions to encourage more vending and regulations for limiting proximity of vending sites to fixed businesses. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) The Quality of Life and Government Services Committee was briefed on the proposed updates on May 15, 2013. FISCAL INFORMATION Estimated Annual Revenue Loss - $10,000

Agenda Date 06/12/2013 - page 2

5/24/13

ORDINANCE NO.___________________

An ordinance amending Article XII of CHAPTER 50, “CONSUMER AFFAIRS,” Section 51A1.104 of CHAPTER 51A, “DALLAS DEVELOPMENT CODE: ORDINANCE NO. 19455, AS AMENDED,” and Section 306 of CHAPTER 52, “ADMINISTRATIVE PROCEDURES FOR THE CONSTRUCTION CODES,” of the Dallas City Code, as amended; defining terms; providing for the licensing, operation, and regulation of street vendors; requiring identification badges for street vendors and their agents; establishing license and badge fees; establishing dress and conduct standards for street vendors; allowing vending on private property without a certificate of occupancy if the vendor possesses a mobile food establishment permit or a CBD concession license and has the property owner's consent; making certain semantic, grammatical, and structural changes; providing transitional provisions; providing a penalty of not less than $25 or more than $500 for a violation of Chapter 50 and a penalty of not more than $2,000 for a violation of Chapter 51A or Chapter 52; 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 Article XII, “Street Vendors,” of CHAPTER 50, “CONSUMER AFFAIRS,” of the Dallas City Code, as amended, is amended to read as follows:

â&#x20AC;&#x153;ARTICLE XII. STREET VENDORS. Division 1. In General. SEC. 50-152.

DECLARATION OF POLICY.

It is the policy of the city to promote the protection of the public health, safety, and welfare by the regulation of street [itinerant] vendors operating inside the city. The provisions of this article are to be construed, according to the fair import of their terms, to effect this policy. SEC. 50-153.

GENERAL AUTHORITY AND DUTY OF THE DIRECTOR.

The director [or an officer or employee designated by the director,] shall implement and enforce this article. The director may prescribe rules and regulations governing the conduct of street [itinerant] vendors not inconsistent with the provisions of this article, including, but not limited to, the designation of zones and sites from which street [itinerant] vendors may operate. [The director may appoint advisory committees to assist him in performing his duties under this article.] SEC. 50-154.

AUTHORITY TO INSPECT.

The director, any representative of the city health officer or environmental health officer, or a peace officer may inspect any street vendor and the business procedure of a street vendor operating under this article to determine whether the vendor is complying with this article, regulations established under this article, and any other applicable city ordinance or state or federal law. SEC. 50-155.

OFFENSES; PENALTIES.

(a) A person who violates a provision of this article, or who fails to perform an act required of the person by this article, commits an offense. A person commits a separate offense each day or portion of a day during which a violation is committed, permitted, or continued. (b) An offense under this article is punishable by a fine of not less than $25 or more than $500, except that a second or subsequent conviction for the same offense within a period of less than one year from the first conviction is punishable by a fine of not less than $100 or more than $500. (c) The culpable mental state required for the commission of an offense under this article is governed by Section 1-5.1 of this code. (d) The penalties provided for in Subsection (b) are in addition to any other enforcement remedies and penalties that the city may have under city ordinances and state law. Prosecution for an offense under this article does not prevent the use of other administrative enforcement remedies or procedures applicable to the conduct involved in the offense. 2

SEC. 50-156 [154]

ARTICLE CUMULATIVE.

The provisions of this article and other city ordinances are cumulative law, and this chapter does not prevent enforcement of another city ordinance that regulates an area covered by this article and is otherwise applicable. SEC. 50-157 [155].

DEFINITIONS.

In this article: (1)

AGENT means any person employed by or contracting with:

(A) the holder of a central business district concession license to sell or distribute goods or services [products] under the license; or (B)

any other street vendor.

(2) ARTS DISTRICT means the area of the city bounded by [within] Woodall Rogers Freeway on the north, Central Expressway (elevated bypass) [Routh Street] on the east, Ross Avenue on the south, and St. Paul Street on the west. (3) CBD CORE DISTRICT means the area of the city contained within the boundaries of the central business district, but that does not include the arts district and the West End district. (4) CENTRAL BUSINESS DISTRICT (CBD) means the area of the city bounded by [within] Woodall Rogers Freeway on the north, Central Expressway (elevated bypass) on the east, R. L. Thornton Freeway on the south, and Stemmons Freeway on the west. The central business district includes: (A)

the arts district;

(B)

the CBD core district; and

(C)

the West End district.

(5) [(4)] COMMERCIAL PRINTED MATTER means any printed or written matter, whether on a sample, device, dodger, circular, leaflet, pamphlet, paper, or booklet, and whether printed, reproduced, or copied, that [which]: (A)

advertises for sale any merchandise, product, commodity, or

service; [or] (B) directs attention to a business or commercial establishment or other activity for the purpose of either directly or indirectly promoting sales; [or]

(C) directs attention to or advertises a meeting, performance, exhibition, or event, for which an admission fee is charged for the purpose of private gain or profit, unless [; but does not include a meeting, performance, exhibition, or event for which] an admission fee is charged or a collection is taken up at the meeting, performance, exhibition, or event only for the purpose of defraying the expenses; or (D) while containing reading matter other than advertising matter, is predominantly and essentially an advertisement[,] and is distributed or circulated for advertising purposes[,] or for the private benefit and gain of any person so engaged as the advertiser or distributor. (6) [(5)] DIRECTOR means the director of the department designated by the city manager to enforce and administer this article or the director's authorized representative. (7) [(6)] FOOD [PRODUCTS] ESTABLISHMENT means a "food [products] establishment" as defined in Chapter 17 of this code. (8)

GOODS means property of every kind.

(9)

LICENSEE means a person issued a CBD concession license under this

article. [(7) GENERAL SERVICE MOBILE FOOD UNIT means a "general service mobile food unit" as defined in Chapter 17 of this code. (8) HANDCRAFTED GOODS means goods produced or created by the vendor from raw or basic materials. The materials must be changed into a significantly different shape, design, form, or function. This definition includes cut flowers, but does not include food items, beverages, or any other commodity intended for human consumption. Commercially grown, manufactured, or processed goods in their finished form do not constitute "handcrafted goods." The use of a commercially produced item to form a significant part of the good shall cause the good to be nonhandcrafted unless the commercially produced item has been substantially changed in function or character. (9) ITINERANT VENDOR means a person who engages in a business of selling goods or services from any structure or vehicle which is not affixed to the ground or from no structure or vehicle. This definition does not include those persons operating, or employed in the operation of special service vehicles as defined in Chapter 10 of this code or a licensed taxicab, limousine, or motor vehicle tow service. (10) LIMITED SERVICE MOBILE FOOD UNIT means a "limited service mobile food unit" as defined in Chapter 17 of this code.] (10) [(11)] MOBILE FOOD ESTABLISHMENT [UNIT] means a "mobile food establishment [unit]" as defined in Chapter 17 of this code.

(11) [(12)]

PERSON means an individual, corporation, association, or other

legal entity. (12) [(13)] PUBLIC PROPERTY means any property open or devoted to public use or owned by the city, including, but not limited to, sidewalks, streets, parkways, or esplanades. (13)

SERVICES means any work done for the benefit of another.

(14) STREET VENDOR or VENDOR means a person who, personally or through an agent, engages in a business of selling or offering for sale goods or services from any structure or vehicle that is not affixed to the ground or from no structure or vehicle. The term does not include any person operating, or employed in the operation of, a licensed taxicab, limousine, bus, shuttle, non-motorized passenger transport vehicle, or motor vehicle tow service. (15) [(14)] VEHICLE means every device in, upon, or by which a person or property may be transported or drawn upon a street or sidewalk, including, but not limited to, devices moved by human power. (16) [(15)] WEST END [WAREHOUSE] DISTRICT means the area of the city bounded by [within] Woodall Rogers Freeway on the north; Lamar Street on the east; the MKT railroad tracks on the west; and a southern boundary consisting of and extending along Commerce Street from Lamar Street west to Austin Street, then along Austin Street north to Main Street, then along Main Street west to the MKT railroad tracks.

Division 2. Vending on Public Property. SEC. 50-158 [156].

VENDORS ON PUBLIC PROPERTY.

(a) A person commits an offense if the person [he], either personally or through an agent, occupies public property in the city for the purpose of selling, distributing, or offering for sale services or goods, including, but not limited to, food, drinks, flowers, plants, tickets, or souvenirs. (b) It is a defense to prosecution under this section that the person selling, distributing, or offering for sale services or goods: (1)

is doing so in connection with the transaction of official government

business; (2) is doing so by authority of a contract with the city to operate a concession on designated areas of public property; (3) is selling, distributing, or offering for sale only periodicals from a coinoperated machine by authority of a license to operate the machine; 5

(4) is selling, distributing, or offering for sale goods or services from a vehicle by authority of and in compliance with a CBD concession license [and location permit] as provided for in this article; (5) is selling, distributing, or offering for sale vegetables, produce, or other perishable commodities at the Dallas Farmers Market (as defined in Section 29A-2 of this code), [in the area designated as the municipal produce market] in compliance with Chapter 29A of this code and with the market's agreements and covenants with the city; (6) is selling, distributing, or offering for sale a food or beverage from a mobile food establishment [unit] in accordance with Section 50-159 [156.1] of this code; (7) is selling, distributing, or offering for sale goods or services as authorized by and in compliance with a special event permit [or a plaza event permit]; (8) is selling, distributing, or offering for sale only printed matter that is not commercial printed matter, including, but not limited to, newspapers and magazines, and the selling, distributing, or offering for sale is not being conducted from machines or other structures that occupy public property; (9)

is operating a vehicle for hire;

(10) is selling, distributing, offering for sale, or delivering the goods or services to a person in a structure or vehicle that is affixed to the ground, or to a person who possesses a special event permit [, a plaza event permit,] or a CBD concession license; or (11) is not receiving remuneration from the person being given the goods or services [or product], and the person distributing the goods or services does not use any type of vehicle or stand, any part of which touches the ground, when distributing the goods or services, and the method of distribution does not interfere with traffic flow on public streets or sidewalks. (c) In addition to any enforcement action by a peace officer or the director for a violation of this section, any person who is a victim of an act prohibited under this section, or who witnesses a violation of this section, may file a complaint with the city attorney. Evidence to support a conviction for a violation of this section may include, but is not limited to, testimony of witnesses, videotape evidence of the violation, and other admissible evidence. SEC. 50-159 [156.1].

RESTRICTIONS FOR MOBILE FOOD ESTABLISHMENTS [UNITS].

(a) A mobile food [products] establishment shall not occupy public or private property in the central business district for the purpose of serving, selling, or distributing any food or beverage [from a mobile food unit] unless the establishment is operating under the authority of and in compliance with: (1) [the establishment possesses] a valid CBD concession license issued under this article [by the director]; and 6

(2) [he establishment possesses] a valid mobile food establishment [CBD location] permit issued under Chapter 17 of this code [by the director and the unit is being operated at the site described in the permit]. (b) A general service mobile food [products] establishment, as described in Section 17-8.2 of this code, shall not occupy public property located outside the central business district for the purpose of serving, selling, or distributing any food or beverage [from a general service mobile food unit]. (c) It is a defense to prosecution under Subsections (a) and (b) of this section that the mobile food establishment was serving, selling, or distributing a food or beverage as authorized by and in compliance with: (1) (2) public property.

a special event permit issued by the city; or a contract with the city to operate a concession on designated areas of

(d) A mobile food establishment shall not sell, distribute, or offer for sale any goods or services within two city blocks or 600 feet, whichever is greater, of the grounds of any public, private, parochial, elementary, or secondary school located outside the central business district between the hours of 7:30 a.m. and 4:30 p.m. on days when the school is in session.

Division 3. Vending on Private Property. SEC. 50-160.

VENDORS ON PRIVATE PROPERTY.

(a) A person commits an offense if he occupies any privately-owned property within the city for the purpose of conducting business as a street vendor. (b)

It is a defense to prosecution under Subsection (a) of this section that:

(1) the business was authorized by a valid certificate of occupancy or was otherwise specifically allowed under the Dallas Development Code or another city ordinance; (2) the person was conducting the street vending business in the central business district and: (A)

possessed a valid CBD concession license issued under this article;

(B) possessed a valid mobile food establishment permit issued under Chapter 17 of this code, if the person was a mobile food establishment; (C) had the written permission of an owner of the private property on which the business was conducted; and 7

(D) was not conducting the business operation or using any structure in the business operation in violation of any applicable city ordinance or state or federal law or regulation; or (3) the person was a mobile food establishment conducting the street vending business outside the central business district and: (A) Chapter 17 of this code;

possessed a valid mobile food establishment permit issued under

(B) had the written permission of an owner of the private property on which the business was conducted; and (C) was not conducting the business operation or using any structure in the business operation in violation of any applicable city ordinance or state or federal law or regulation.

Division 4. Entertainment in the Central Business District. SEC. 50-161.

ENTERTAINMENT PERFORMANCES IN THE CENTRAL BUSINESS DISTRICT.

(a) A person who engages or wishes to engage solely in providing entertainment performances for the public free of charge in the central business district is not required to obtain a CBD concession license so long as no fees or monies are solicited from the public as remuneration for the entertainment and no goods or services are sold in connection with the performances. Voluntary contributions from members of the public may be accepted. A CBD concession license must be obtained if fees or monies are solicited from the public or if goods or services are sold in connection with the performances. (b) A person who wishes to provide entertainment in any portion of Stone Place, the public area surrounding Thanksgiving Square, Four-Way Place, or the Bullington Street Mall must obtain a permit from the chief of police as required in Section 31-22 of this code.

Division 5 [2]. Central Business District Concession Licenses [and Permits]. SEC. 50-162 [157].

CENTRAL BUSINESS DISTRICT CONCESSION LICENSE.

(a) Notwithstanding other provisions of this code, the director may issue a central business district [CENTRAL BUSINESS DISTRICT] (CBD) concession license [CONCESSION LICENSE] to enable the holder and the holder’s agents to conduct business as street vendors [sell or distribute services or goods, except potted plants, vegetables, or fruits,] on public or private property in the central business district. 8

(b) A separate CBD concession license is required for each vending location site from which a person wishes to conduct business as a street vendor on public or private property in the central business district. (c) The director may not issue a license to authorize the sale or distribution of services or goods on: (1)

property under the control of the park and recreation board; or

(2) the premises of the "convention center" or "reunion arena" as defined in Section 43-127 of this code [; or (3)

the premises of the municipal produce market as defined in Section 50-38

of this code]. [SEC. 50-158.

RESERVED.]

SEC. 50-163 [159].

LICENSE APPLICATION; INVESTIGATION [ISSUANCE; FEES].

(a) An applicant for a CBD concession license [or a special event permit] shall file with the director a written application upon a form provided for that purpose. A separate application is required for each vending location site from which the applicant wishes to do business as a street vendor. The following information is required in the application: (1) The applicant’s name, address [Name], and date of birth, and the identifying number from the applicant’s driver's license, military identification card, passport, or personal identification certificate [number of applicant]. (2) [establishment].

The name, address, [Address] and telephone number of the business

(3) sale or delivered.

The nature, character, and quality of the goods or services to be offered for

(4) Proof that the applicant possesses a retail vendor's sales tax permit from the comptroller of the State of Texas, if a sales tax permit is required for the type of proposed operation. (5) proposed location.

The nature of the proposed advertising to be done for the business at the

(6)

The license [License] number and type of any vehicle that [which] is to be

used. (7) The nature [Nature] of the business and the method of distributing or providing goods or services [products].

(8) Proposed vending location sites [locations] for the business (only one of which will be assigned with the license). (9) [be in operation].

Days of the week and hours [Times] requested to vend at the proposed site

(10) The name, address, date of birth, and identifying number from the driver's license, military identification card, passport, or personal identification certificate [Names and addresses] of each [employees or] agent[s] who will be assisting the applicant in the proposed business. (11) Proof that the applicant possesses all licenses and [or] permits required by this code or any other applicable city ordinance or [by] state or federal law for the operation of the proposed business. (12) on the application.

Any other information [which is] required by the director to clarify items

(b) A licensee shall notify the director of any changes or corrections in the information required by Subsection (a) within 30 days after the need for the change or correction occurs. (c) When an application has been filed with the director in proper form, the director shall initiate appropriate action to process the application. The director shall make an appropriate investigation of the applicant, which may include, but is not limited to, an inspection of the establishment and operation of the applicant to ensure [insure] compliance with this code and all applicable city ordinances and state and federal laws governing [statutes concerning] the sale and distribution of the goods and services [products]. SEC. 50-164.

LICENSE ISSUANCE; FEES; TRANSFERABILITY; VENDING LOCATION SITES; LICENSE EXPIRATION.

(a) The director shall issue a license to the applicant within 30 days after receipt of the application, unless the director [he] finds one or more of the following to be true: (1)

The applicant is under 18 years of age.

(2) All available vending location sites, as designated by the director, are occupied by licensees. (3) The applicant or applicant's spouse is overdue in [his] payment to the city of taxes, fees, fines, or penalties assessed against [him] or imposed upon the applicant or applicantâ&#x20AC;&#x2122;s Â spouse [him]. (4) The applicant is physically or mentally incapacitated to an extent that the applicant [he] cannot operate a vending business.

(5) The applicant has failed to answer or falsely answered a question or request for information on the application form provided. (6) The applicant has failed to provide proof of a license or permit required by this code or any other applicable city ordinance or [by] state or federal law for the operation of the proposed business. (7) The applicant, or any agent of the applicant [his employees, and agents], individually or cumulatively, has [have] been convicted of two violations of this article, other than the offense of operating a business without a license, within the two years immediately preceding the application. A plea of "guilty" or "no contest" in any court of law, including the municipal court, constitutes a conviction for purposes of this section. The fact that a conviction is being appealed has [shall have] no effect. (8)

The required license fee has not been paid.

(9) The applicant has failed to comply with or the proposed business will violate any applicable law, ordinance, or regulation of the city. (10) The applicant's business or method of doing business will interfere with traffic flow on public streets or sidewalks. (11) The applicant has already received the maximum number of licenses to which the applicant is entitled under Subsection (g) of this section. (b) [(c)] If the director finds that one of the items listed in Subsection (a) [(b)] is true, the director [he] shall deny the application and send to the applicant by certified mail, return receipt requested, a written statement setting forth the reasons for the denial and notifying the applicant of the [his] right to appeal. (c) [(d)] A CBD concession license must state on its face the name of the person to whom it is granted and the expiration date. A CBD concession license [does not] authorizes the licensee to do business only at a specific vending [any particular] location site, designated by the director, in the central business district. [The director shall issue CBD location permits as provided for in Section 50-159.1 of this code to authorize licensees to do business at designated sites.] (d) [(e)]

The annual fee for each [a] CBD concession license is:

(1) $600 ($150 for license processing and regulation and $450 for the use of 40 square feet of public property) to vend entirely or partially on public property, plus $25 for each square foot of public property over 40 square feet that is contained in the vending location site; and (2) [(f)

$150 to vend on private property only.

(Repealed by Ord. 18702)] 11

(e) [(g)] refundable.

The fees listed in this section may [shall] not be prorated and are not

(f) [(h)] A CBD concession license is [licenses are] not transferable in any manner to any person or location other than the one for which it was issued. Only agents listed in the licensee’s most recent updated application for a CBD concession license are authorized to operate under the license. (g) The same vendor, either personally or through an agent, may not simultaneously hold more than a total of 12 CBD concession licenses for vending on public property. Of those 12 licenses, the same vendor may not simultaneously hold more than one in the West End district, one in the arts district, and 10 in the CBD core district. (h) For purposes of Subsection (g) of this section, an applicant will be considered to be the same vendor if the same sales tax identification number is listed on each license application. [SEC. 50-159.1.

CENTRAL BUSINESS DISTRICT (CBD) LOCATION PERMITS.

(a) A CBD concession licensee may receive a maximum of five CBD location permits from the director, in addition to permits issued for the arts and warehouse districts under Subsection (b). Each permit shall authorize the licensee to do business at a particular site in the central business district.] (i) The number and location of vending location sites to be assigned on public property will [shall] be determined by the director[,] based upon the availability of space, the congestion that [which] may result, and other factors related to the public health, safety, and welfare. Each site must have an area of not less than 40 square feet. The director may not authorize or assign on public property: (1) more than two vending location sites for each side of a block face in the central business district; (2) is licensed to vend;

a vending location site within 50 feet of another site at which the applicant

(3) a vending location site within 100 feet of an existing fixed business that sells, distributes, or offers for sale goods or services similar to those to be sold, distributed, or offered for sale by the applicant, unless the applicant files with the director the written consent of the owner of the existing fixed establishment; (4) a vending location site within 50 feet of an outdoor patio of an existing fixed food establishment located on the same side of the same block face; or (5) a vending location site within 1,000 feet of the Dallas Farmers Market, as defined in Section 29A-2 of this code, if the vendor will sell potted plants, fruits, or vegetables.

(j) An applicant [Licensees] may select a vending location site[s] from those available at the time of application in accordance with rules and regulations promulgated by the director. If more than one applicant applies for the same vending location site, the director shall award the site by drawing lots in accordance with rules and regulations promulgated by the director. [(b) The arts and warehouse districts as defined in Section 50-155 of this code each constitute a "designated site" which may be occupied by any CBD concession licensee who obtains a CBD location permit for the district; however, the total number of location permits to be issued for the districts may be limited by the director based upon the availability of space, the congestion which may result, and other factors related to the public health, safety, and welfare. Separate permits must be obtained for the arts and warehouse districts. Licensees who obtain location permits for the arts and warehouse districts must comply with the requirements of Section 50-161 of this code. (c) The fee for a CBD location permit is based upon the area of the assigned site and the proximity of the site to the core of the central business district, and will be calculated in accordance with the following schedule: Location

Annual Fee

Within CBD Core Area

$30 per square foot

Outside of CBD Core Area

$30 per square foot

(d) For purposes of this section, the "CBD core area" is the area of the city within and including the following described boundaries: Point of beginning at the northeast corner of the intersection of Pacific Street and Lamar Street; then along Pacific Avenue (north sidewalk) to Akard Street; then along Akard Street (west sidewalk) to Federal Street; then along Federal Street (north sidewalk) to Pearl Street; then along Pearl Street (west sidewalk) to Pearl Expressway; then along Pearl Expressway (west sidewalk) to Commerce Street; then along Commerce Street (south sidewalk) to Lamar Street; then along Lamar Street (east sidewalk) to the point of beginning. (e) permit fee.]

A CBD location permit automatically expires upon failure to pay the required

(k) [(f)] A CBD concession license expires one year after the date of issuance. To renew a CBD concession license for the same vending location site, a licensee must file an application with the director and pay all required license fees not more than 60 days or less than 30 days before the license expires. Upon expiration of a CBD concession license [location permit], the licensee [holder] may apply for a new license [permit], but must [he shall then be required to] select a [new] site from those available at the time of application in accordance with rules and regulations promulgated by the director. [(g) The director shall issue a CBD location permit to a CBD concession licensee upon payment of the required fee, except that the director shall not issue a permit to the licensee if: 13

(1) the licensee has already received the maximum number of permits to which he is entitled under Subsection (a); or (2) the permit would authorize the licensee to do business at the same site during four different calendar years. (h)

The fees listed in this section may be prorated, but are not refundable.

(i)

CBD location permits are not transferable.]

SEC. 50-165.

SUSPENSION.

(a) The director may suspend a CBD concession license for not less than 30 days or more than one year if the director determines that: (1) a violation of this article or any other city ordinance or state or federal law concerning the sale or distribution of goods or services by the licensee or an agent has occurred; or (2) the licensee or a representative has failed to establish policy and take action to discourage, prevent, or correct violations of this article by the licensee’s agents. (b) The director shall send to the licensee by certified mail, return receipt requested, a written statement of the reasons for the suspension, the date the suspension is to begin, the duration of the suspension, and the licensee’s right to appeal. A timely request for appeal by the licensee stays the effect of the suspension unless the director determines that an emergency exists. (c) For purposes of this section, an emergency exists if the director determines that a violation has occurred and constitutes an imminent and serious threat to the public health or safety. In case of an emergency, the director may order the licensee or any representative or agent to correct the violation immediately or cease business operations to the extent the director determines is necessary to abate the threat until the violation is corrected. SEC. 50-166.

REVOCATION.

(a) The director shall revoke a license issued under this article if the director determines that: (1) the licensee or an agent, individually or cumulatively, has been convicted in any court of two violations of this article or any other city ordinance or state or federal law concerning the sale or distribution of goods or services within a 12-month period; the fact that a conviction is being appealed has no effect; (2) the licensee has given false or misleading information of a material nature or has withheld vital information on the application or in any hearing concerning the application or license; 14

(3) the licensee or an agent has intentionally or knowingly impeded a lawful inspection by the director, the director’s authorized representative, or any representative of another department who has the authority to inspect the licensee and the licensee’s agents and business procedures; (4) a cause for suspension under Section 50-165 occurs and the license has been suspended within the preceding 12 months; (5) the vending location site for which the license was issued is not being used for street vending purposes; or (6) the conduct of the business at the vending location site for which the license was issued endangers the public health, safety, or welfare. (b) The director shall send to the licensee by certified mail, return receipt requested, a written statement setting forth the reasons for the revocation and notifying the licensee of the right to appeal. (c) If the director revokes a license, the fee already paid for the license will be forfeited. A person whose license has been revoked under this section may not apply for a new license for one year after the date the revocation took effect. SEC. 50-167.

APPEAL.

If the director denies the issuance or renewal of a license, suspends or revokes a license, or orders the cessation of any part of the business operation conducted under the license, the aggrieved party may appeal the decision of the director to a permit and license appeal board in accordance with Section 2-96 of this code. The filing of an appeal stays the action of the director in suspending or revoking a license or any part of the business operation being conducted under the license until the permit and license appeal board makes a final decision unless the director determines that operation of the facility or business in violation of the suspension or revocation constitutes an imminent and serious threat to the public health or safety, in which case the director shall take or cause to be taken such action as is necessary to immediately enforce the suspension, revocation, or order.

Division 6. Miscellaneous Requirements for Street Vendors in the Central Business District. SEC. 50-168.

IDENTIFICATION BADGES REQUIRED.

(a) An identification badge must be conspicuously displayed on the clothing of the upper body of each licensee and agent of a licensee at all times when selling, distributing, or offering for sale goods or services on public or private property in the central business district. A licensee or an agent of a licensee shall allow the director or a peace officer to examine the identification badge upon request. 15

(b) following:

An identification badge must be obtained from the director and must include the

(1) The name of the person to whom the badge is issued and a photograph clearly depicting the person’s facial features. (2) The name and license number of the licensee under whose CBD concession license the person is conducting vending activities. (3) vending activities.

The vending location site at which the person is authorized to conduct

(4) A description of the type of goods or services the person is authorized to sell, distribute, or offer for sale at the site. (5) (c)

The number and expiration date of the identification badge.

An identification badge expires on whichever of the following dates occurs first:

(1) the date of revocation or expiration of the CBD concession license under which the badge is authorized; or (2)

the date the person to whom the badge is issued is no longer an agent of

the licensee. (d) An identification badge is not transferable from one person to another or from one license to another. (e) One identification badge will be included with each issuance or renewal of a CBD concession license. The fee for each additional new or renewal identification badge is $20. The fee for replacement of an identification badge that is lost, damaged, or stolen is $5. (f) Within 10 days after terminating an agent, a licensee shall collect and surrender to the director the agent’s identification badge. [SEC. 50-159.2.

ENTERTAINMENT PERFORMANCES IN THE CENTRAL BUSINESS DISTRICT.

(a) A person who engages or wishes to engage solely in providing entertainment performances for the public free of charge in the central business district is not required to obtain a CBD concession license or location permit so long as no fees or monies are solicited from the public as remuneration for the entertainment and no goods or services are sold in connection with the performances. Voluntary contributions from members of the public may be accepted. A CBD concession license and location permit must be obtained if fees or monies are solicited from the public or if goods or services are sold in connection with the performances.

(b) A person who wishes to provide entertainment in any portion of Stone Place, the public area surrounding Thanksgiving Square, Four-Way Place, or the Bullington Street Mall must obtain a permit from the chief of police as required in Section 31-22 of this code.] SEC. 50-169 [160].

DUTIES AND CONDUCT OF STREET VENDORS.

A person who, either personally or through an agent, sells[ing], distributes[ing], or offers[ing] for sale[,] goods or services on public or private property in the central business district shall: (1) possess a license and an identification badge authorizing the activity as provided for in this article [chapter]; (2) [not use a vehicle that exceeds six feet in length, three feet in width (exclusive of wheels), or four feet in height from which to sell, or distribute, or offer the goods or services; (3)] situate any vehicle used in connection with the sale or distribution of goods and services so that it does not occupy any portion of a public roadway [in the central business district]; (3) [(4)] if vending on public property, operate the business so as to offer the least physical or visible obstruction to pedestrian and vehicular traffic, including, but not limited to, refraining from placing boxes on any public street[s] or sidewalk[s]; (4) [(5)]

not enter a public roadway to solicit or conduct a sale;

(5) [(6)] not sell, distribute, or offer for sale goods or services [any item] to a person on a public roadway; (6) if vending on public property, stay within five feet of the Â vendorâ&#x20AC;&#x2122;s vehicle except for periodic breaks not to exceed 10 minutes and for emergencies; (7) [not place any signs or other advertising devices on public property other than those signs affixed to the vehicle or equipment and not extending beyond the basic dimension of the vehicle or equipment; (8)] take reasonable steps[, including the provision of receptacles,] to keep the area around which the business is being conducted free from litter and waste, including, but not limited to: (A)

maintaining a waste receptacle for public use on the vending

(B)

maintaining the vending location site in a clean and hazard-free

vehicle; condition;

(C) at the close of business each day, collecting and disposing of all litter and waste accumulating on the vending location site or within 15 feet of any vending vehicle; and (D) not disposing of liquid waste or grease on the sidewalks, streets, grounds, tree pits, city trash receptacles, or other public property; (8) [(9)] if vending on public property, operate the business only during [between] the following times [hours of 6:00 a.m. and 8:00 p.m.], unless special operating hours are approved by the director: (A)

6:00 a.m. to 10:00 p.m., Monday through Thursday;

(B)

8:00 a.m. to midnight, Friday and Saturday; and

(C)

10:00 a.m. to 10:00 p.m., Sunday;

(9) [(10)] sell, distribute, or offer for sale[,] only those goods or services that [which] the director has approved as not endangering the public health, safety, or welfare; the [. The] director may withdraw a [his] previous approval of any goods or services by serving a written notice upon the seller or distributor to cease selling, distributing, or offering for sale the goods or services within 10 days; (10) [(11)] remove any equipment, sales aids, or vehicle from public property at the close of operation each day; (11)

not smoke while conducting vending activities at the vending location site;

(12) comply with the noise regulations set forth in Chapter 30 of this code [not sell, distribute, or offer for sale, any products or services within two city blocks or 600 feet, whichever is greater, of the grounds of any public, private, parochial, elementary, or secondary school between the hours of 7:30 a.m. and 4:30 p.m. on days when the school is in session]; (13) [not make or cause to be made any loud and raucous noise which renders the enjoyment of life or property uncomfortable or interferes with the public peace and comfort; (14)] not do business [in the central business district] except on a vending location site designated by the director[. The director may revoke a CBD location permit or withdraw his previous designation of a site if he determines that conducting business at the site endangers the public health, safety, or welfare. Before revoking a CBD location permit, the director shall serve a written notice upon the CBD concession licensee to cease selling, distributing, or offering for sale goods or services at the site within 10 days]; (14) [(15)]

allow an inspection of the [his] business operation as authorized in

this article;

(15) [(16)] under this article;

comply with all rules and regulations promulgated by the director

(16) [(17)] post the applicable license[s] or [permits, or] copy[ies] of the license[s or permits,] in a conspicuous place on the vehicle [a unit] from which [he is selling] goods or services are being sold, distributed, or offered for sale so that it may be easily read at any time[;] or, if the person does not use a vehicle [unit] from which to sell goods or services, display the license or copy [permit] on the [his] person’s clothing at any time [he is selling, distributing, or offering for sale] the goods or services are being sold, distributed, or offered for sale on public or private property; (17) [(18)] establish policy and take action to discourage, prevent, or correct violations of this chapter by [employees or] agents; (18) [(19)] prohibit an [his employee or] agent from operating under a CBD concession license [, location permit, or special event permit] if the person knows or has reasonable cause to suspect that the [employee or] agent does not have a valid identification badge issued under this article or has otherwise failed to comply with this article [chapter], the rules and regulations established by the director, or any other applicable city ordinance or state or federal law; and (19) [(20)] regulations of the city. SEC. 50-170.

comply with all [any] other applicable laws, ordinances, or

DRESS STANDARDS FOR STREET VENDORS.

Each licensee shall have company dress standards for vendors employed by or contracting with the licensee. These standards must be kept on file with the director and must include the following: (1)

A vendor may not wear: (A)

cut-offs;

(B)

apparel with offensive or suggestive language, pictures, or

(C)

tank tops or halter tops; or

(D)

outer apparel made of fishnet or undergarment material.

symbols;

(2)

Shoes must be worn at all times in the manner for which they were

designed. (3) A vendor and the vendor’s clothing must conform to basic standards of hygiene and be neat, clean, and sanitary at all times.

(4) neatly trimmed.

A vendor’s hair must be clean and neatly groomed. Facial hair must be

SEC. 50-171.

VEHICLES AND EQUIPMENT.

(a) Any non-motorized vehicle used by a street vendor to sell, distribute, or offer for sale goods or services in the central business district must: (1)

have operable wheels;

(2) not exceed six feet in length (including any handles measuring six inches or more in length and any permanently attached trailer hitches), three feet in width (exclusive of wheels), or four feet in height (exclusive of wheels); (3)

not occupy any portion of a public roadway in the central business district;

(4)

not be attached to any tree, utility pole, sign pole, streetscape, or public

property; and (5) not be stored, parked, or left overnight on any street, sidewalk, public parking space, or other public property. (b) All equipment required for operation of the business and all goods being offered for sale must be confined to or within the vehicle or, if no vehicle is used, the vending location site. (c) Only one small stool or chair is allowed at the vending location site for the vendor. No seating may be provided for customers. (d) high winds. (e) SEC. 50-172.

Any umbrella on a vehicle must be properly secured and must be removed during No electrical power cords are allowed to be used by a vendor on public property. SIGNS AND ADVERTISING DEVICES.

(a) A vendor shall not place any sign or other advertising device on public property other than those signs affixed to the vehicle or equipment and not extending beyond the basic dimension of the vehicle or equipment. (b) A vendor shall prominently display a sign that contains city of Dallas contact information to which customers may report service or health concerns or complaints. (c)

No free standing signs are permitted as part of the vending operation.

(d) Prices for goods or services must be conspicuously displayed on the vending vehicle, the individual items offered for sale, or the display surface or container. [SEC. 50-161.

VENDING IN ARTS AND THE WAREHOUSE DISTRICTS.

A person selling, distributing, or offering for sale, goods or services in the arts or warehouse district shall: (1)

comply with all rules and regulations applicable to street vendors in the

(2)

not occupy a location within the district for more than two consecutive

(3) previous location;

upon moving from a location, relocate a minimum of 50 feet from the

(4)

not occupy a particular location for more than a total of four hours on any

city; hours;

day; and (5) comply with the instructions of the director or his assistants concerning the particular locations from which he may do business within the district. SEC. 50-162.

OFFENSES.

(a) A person commits an offense if he fails to comply with or violates any of the requirements of this article. A culpable mental state is not required for the commission of an offense under this article. (b) An offense committed under this article is punishable by a fine of not less than $25 nor more than $500; however, a second or subsequent conviction for the same offense within a period of less than one year from the first conviction is punishable by a fine of not less than $100 nor more than $500. (c) If an enforcing officer designated by the director has probable cause to believe that a person has committed an offense under this article, the enforcing officer may arrest the person or issue him a written citation requiring him to appear in municipal court to answer the charge against him. If, upon request by the enforcing officer, the person believed by the officer to have committed the offense or an owner, officer, manager, or other person in charge of the business believed by the officer to have violated this article, refuses to promise to appear in court by signing the citation, the enforcing officer shall arrest the person or cause him to be arrested. The citation must include the section of the code violated, the name and location of the business, identification and date of offense alleged, date of citation, and time and place of appearance in court. The officer issuing a citation shall sign it. (d) Prosecution for an offense does not prevent the use of other administrative enforcement remedies or procedures applicable to the conduct involved in the offense. 21

SEC. 50-163.

AUTHORITY TO INSPECT.

The director or any representative of the city health officer or environmental health officer may inspect a vendor and his business procedure operating under this chapter to determine whether the vendor is complying with this article, regulations established under this article, or other applicable law. SEC. 50-164.

SUSPENSION.

(a) The director may suspend a CBD concession license or CBD location permit issued under this article for not less than 30 days nor more than one year if he determines that: (1) a violation of this code or any other law concerning the sale or distribution of goods or services by the licensee or his employee or agent has occurred; or (2) the licensee or his representative has failed to establish policy and take action to discourage, prevent, or correct violations of this article by employees or agents. (b) The director shall send to the licensee by certified mail, return receipt requested, a written statement setting forth the reasons for the suspension and notifying the licensee of his right to appeal. A timely request for appeal by the licensee stays the effect of the suspension unless the director determines that an emergency exists. (c) For the purposes of this section, an emergency exists if the director determines that a violation has occurred and constitutes an imminent and serious threat to the public health or safety. In case of an emergency the director may order the licensee or his representative to correct the violation immediately or cease business operations to the extent the director determines is necessary to abate the threat until the violation is corrected. SEC. 50-165.

REVOCATION.

(a) The director shall revoke a license or permit issued under this article if he determines that: (1) the licensee or permittee, or his employees and agents, individually or cumulatively, have been convicted in any court of two violations of this code or any other law concerning the sale or distribution of goods or services within a 12 month period. The fact that a conviction is being appealed shall have no effect; (2) the licensee or permittee has given false or misleading information or has withheld vital information in the material submitted to the director during the application process; (3) the licensee or permittee, or his employee or agent has intentionally or knowingly impeded a lawful inspection by the director, his authorized representative or any representative of another department who has the authority to inspect the licensee or permittee and his business procedure; or 22

(4) a cause for suspension under Section 50-164 occurs and the license or permit has been suspended within the preceding 12 months. (b) The director shall revoke a CBD location permit for a particular site if he determines that the site is not being used for street vending purposes. (c) The director shall send to the licensee or permittee by certified mail, return receipt requested, a written statement setting forth the reasons for the revocation and notifying the licensee or permittee of his right to appeal. (d) If the director revokes a license or permit, the fee already paid for the license or permit shall be forfeited. A person whose license has been revoked under this section may not apply for a new license for a period of one year from the date the revocation took effect. SEC. 50-166.

RESERVED.

SEC. 50-167.

APPEAL.

If the director denies the issuance of a license or permit, suspends or revokes a license or permit, or orders the cessation of any part of the business operation conducted under the license or permit, the aggrieved party may appeal the decision of the director to a permit and license appeal board in accordance with Section 2-96 of this code. The filing of an appeal stays the action of the director in suspending or revoking a license or permit or any part of the business operation being conducted under the license or permit until the permit and license appeal board makes a final decision unless the director determines that operation of the facility in violation of the suspension or revocation constitutes an imminent and serious threat to the public health or safety, in which case the director shall take or cause to be taken such action as is necessary to immediately enforce the suspension, revocation, or order.

Division 3. Vending on Private Property. SEC. 50-168.

CERTIFICATE OF OCCUPANCY.

(a) No person shall occupy any privately owned property, his own or another's, for the purpose of vending goods or services within the city, unless he possesses a certificate of occupancy issued by the building official or is conducting his business on the property in a structure which does not violate any code of the city, including, but not limited to, the zoning, building, or plumbing code of the city. (b) Holders of certificates of occupancy shall comply with all the applicable rules and regulations provided for in the Dallas Building Code. If a holder of a certificate of occupancy fails to comply with any of the applicable regulations provided in the building code, his certificate of occupancy shall be revoked by the building official. (c)

It is a defense to prosecution under this section that the person: 23

(1) is conducting an occasional sale, commonly known as a garage sale, as defined in the Dallas Development Code; (2) possesses a mobile food unit permit issued under Chapter 17 of this code or a vendor's permit for dairy food products in compliance with Chapter 26 of this code, and (A) the vendor has the written permission of an owner of the private property on which the business is conducted; (B) the vendor's business operation does not or will not violate any applicable laws or regulations; and (C) the vendor does not use in the conduct of his business any structure affixed to the ground which violates any code of the city, including, but not limited to, the building or plumbing code of the city; or (3)

possesses a CBD concession license, as provided for in this chapter, and:

(A) the vendor has the written permission of an owner of the private property on which the business is conducted; (B) the vendor's business operation does not or will not violate any applicable laws or regulations; and (C) the vendor does not use in the conduct of his business any structure affixed to the ground which violates any code of the city, including, but not limited to, the building or plumbing code of the city. (d) For purposes of this section, BUILDING OFFICIAL means the person so designated under Section 2-71 of this code.]" SECTION 2. That Section 51A-1.104, “Certificate of Occupancy,” of Article I, “General Provisions,” of CHAPTER 51A, “DALLAS DEVELOPMENT CODE: ORDINANCE NO. 19455, AS AMENDED,” of the Dallas City Code is amended to read as follows: “SEC. 51A-1.104.

CERTIFICATE OF OCCUPANCY.

Except as provided in Section 306.1, “Use or Occupancy,” of Chapter 52, “Administrative Procedures for the Construction Codes,” [for single family, handicapped group dwelling unit, and duplex uses,] a person shall not use or occupy or change the use or occupancy of a building, a portion of a building, or land without obtaining a certificate of occupancy from the building official in compliance with Section 306, “Certificate of Occupancy,” of Chapter 52, “Administrative Procedures for the Construction Codes,” of the Dallas City Code.”

SECTION 3. That Subsection 306.1, “Use or Occupancy,” of Section 306, “Certificate of Occupancy,” of Subchapter 3, “Permits and Inspections,” of CHAPTER

52,

“ADMINISTRATIVE PROCEDURES FOR THE CONSTRUCTION CODES,” of the Dallas City Code is amended to read as follows: “306.1 Use or occupancy. No structure or land shall be used or occupied, no change in the existing occupancy classification, zoning use, or the tenant or occupant of a structure or portion of a structure shall be made, and no floor area increases or decreases of any existing tenancy area of a structure shall be used or occupied, until the building official has issued a certificate of occupancy and a fee has been paid as required in Section 303 of this chapter. Exception: No certificate of occupancy is required for: 1. single family uses;[,] 2. handicapped group dwelling unit uses;[,] 3. duplex uses;[,] 4. U occupancies accessory to single-family or duplex uses;[, and] 5. tenant changes to individual dwelling units in Group R, Division 2 apartment houses; and[.] 6. a vendor who operates a business on private property and possesses a valid mobile food establishment permit issued under Chapter 17 of the Dallas City Code or a valid CBD concession license issued under Chapter 50 of the Dallas City Code, and: 6.1.

has the written permission of the owner of the private property on which the business is conducted; and

6.2.

whose business operation complies with the codes, the Dallas Development Code, other city ordinances, rules, and regulations, and any county, state, or federal laws or regulations.”

SECTION 4. That any person who, on the passage date of this ordinance, holds a valid central business district (CBD) concession license and a valid location permit is not required to obtain a new CBD concession license or change vending location sites (including roaming sites in the Arts and West End [formerly Warehouse] Districts) under this ordinance until the expiration, revocation, or other termination of the person's current central business district 25

concession license or location permit, at which time the person must obtain a CBD concession license for each separate vending location site as required by this ordinance, and each vending location site must comply with the spacing requirements and other requirements of this ordinance. A current holder of a valid CBD concession license and valid location permit shall comply with all other provisions of this ordinance on the date the ordinance takes effect, including the requirements for identification badges. A current vendor lawfully operating in the Arts District or West End District (formerly the Warehouse District) must continue to: (1)

comply with all rules and regulations applicable to street vendors in the

(2)

not occupy a location within the district for more than two consecutive

(3)

upon moving from a location, relocate a minimum of 50 feet from the

city;

hours;

previous location; (4)

not occupy a particular location for more than a total of four hours on any

(5)

comply with the instructions of the director or the director's

day; and

representatives concerning the particular locations from which the vendor may do business within the district. SECTION 5. That a person violating a provision of this ordinance (as it relates to Chapters 51A and 52), upon conviction, is punishable by a fine not to exceed $2,000. SECTION 6. That CHAPTERS 50, 51A, and 52 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 laws are continued in effect for that purpose. 26

SECTION 7. 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 8.

That this ordinance will take effect on October 1, 2013, and it is

accordingly so ordained.

APPROVED AS TO FORM: THOMAS P. PERKINS, JR., City Attorney By Assistant City Attorney Passed LC/DCC/00517A

AGENDA ITEM # 13 KEY FOCUS AREA:

A Cleaner, Healthier City Environment

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Code Compliance

CMO:

Joey Zapata, 670-1204

MAPSCO:

N/A ________________________________________________________________

SUBJECT An ordinance amending Chapters 51 and 51A of the Dallas City Code to: (1) allow occasional sales on an approved surface; (2) amend the fee schedule for occasional sale permits; (3) provide that signs advertising an occasional sale may be located at remote locations with the permission of the owner of the remote location; (4) provide a penalty not to exceed $2,000; (5) provide a saving clause; (6) provide a severability clause; and (7) provide an effective date â&#x20AC;&#x201C; Estimated Annual Revenue Loss: $160,000 BACKGROUND Chapter 51A Section 1.105 provides current regulations for accessory occasional sales (garage sales). Residents are allowed two garage sales during any twelve month period. The sale must be inside a building, garage or patio of the premise, the sale of new merchandise is prohibited, the duration of the sale cannot be more than three consecutive calendar days, and only one sign is allowed on the lot where the sale is taking place. Signs at any other locations (off-premise signs) are prohibited. A $15 permit is currently required to hold a garage sale. The proposed ordinance eliminates the fee for the first permitted garage sale, and increases the fee of the second sale to $25. Up to five signs will be permitted, including off-premise signs; however, off-premise signs may only be placed on private property (with permission of property owner), and must be removed within twenty-four hours following the sale. Sales on approved surfaces will be permitted in addition to inside enclosed structures. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On May 15, 2013 the City Council was briefed on the proposed updates to the Accessory Occasional Sales (Garage Sales) Ordinance.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) (Continued) The Quality of Life and Government Services Committee was briefed on the proposed updates on April 22, 2013. FISCAL INFORMATION Estimated Annual Revenue Loss - $160,000

Agenda Date 06/12/2013 - page 2

5-29-13

ORDINANCE NO. __________

An ordinance amending Chapter 51, “Dallas Development Code: Ordinance No. 10962, as amended,” and Chapter 51A, “Dallas Development Code: Ordinance No. 19455, as amended,” of the Dallas City Code by amending Sections 51-4.217, 51A-1.105, 51A-4.217, 51A-7.304, 51A-7.305, 51A-7.306, and 51A-7.402; allowing occasional sales on an approved surface; amending the fee schedule for occasional sale permits; providing that signs advertising an occasional sale may be located at remote locations with the permission of the owner of the remote location; providing a penalty not to exceed $2,000; providing a saving clause; providing a severability clause; and providing an effective date. WHEREAS, the city council, in accordance with the Charter of the City of Dallas, the state law, and the ordinances of the City of Dallas, has given the required notices and has held the required public hearings regarding this amendment to the Dallas City Code; Now, Therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS: SECTION 1.

That Subparagraph (E) of Paragraph (5), “Occasional Sales (Garage

Sales),” of Subsection (b), “Specific Accessory Uses,” of Section 51-4.217, “Accessory Uses,” of Division 51-4.200, “Use Regulations,” of Article IV, “Zoning Regulations,” of Chapter 51, “Dallas Development Code: Ordinance No. 10962, as amended,” of the Dallas City Code is amended to read as follows: “(E)

Additional provisions:

Amend occasional sale regulations - Page 1

(iii) A person shall not sell, offer, or advertise for sale merchandise made, produced, or acquired solely for the purpose of resale at an occasional sale. (iv) A person shall not conduct an occasional sale for a duration of more than three consecutive calendar days. (v) A person shall not conduct more than two occasional sales at a premise during any 12-month period. (vi) A person shall not place more than one sign, not to exceed two square feet in effective area, upon the lot where the sale is taking place. Up to five signs, not to exceed two square feet in effective area each, are permitted [Any other signs] at [any] locations remote from the sale property with the permission of the owner of the remote location. Signs advertising an occasional sale are not permitted in medians or on trees or light poles. All signs advertising an occasional sale must be removed within 24 hours after expiration of the permit issued under Section 51A-1.105(x). (vii) Any advertisement of an occasional sale or of an item being offered for sale at an occasional sale must contain the street address at which the sale will occur and the date(s) on which the sale will occur. (viii) A person commits an offense if he operates an occasional sale without a valid permit under Section 51A-1.105(x).” SECTION 2. That Paragraph (4) of Subsection (x), “Fee and Permit for Accessory Occasional Sales (Garage Sales),” of Section 51A-1.105, “Fees,” of Article I, “General Provisions,” of Chapter 51A, “Dallas Development Code: Ordinance No. 19455, as amended,” of the Dallas City Code is amended to read as follows: “(4) There is no fee for the first occasional sale permit in each 12 month period. The fee for the second [an] occasional sale permit in a 12 month period is $25.00 [$15.00].” SECTION 3.

That Subparagraph (E) of Paragraph (9), “Occasional Sales (Garage

Sales),” of Subsection (b), “Specific Accessory Uses,” of Section 51A-4.217, “Accessory Uses,” of Division 51A-4.200, “Use Regulations,” of Article IV, “Zoning Regulations,” of Chapter 51A, “Dallas Development Code: Ordinance No. 19455, as amended,” of the Dallas City Code is amended to read as follows:

Amend occasional sale regulations - Page 2

“(E)

Additional provisions:

(i) A person shall sell tangible personal property only on the premises of the owner or lessee of the premises where the sale is conducted, and the owner or lessee must be the legal owner of the tangible personal property at the time of the sale. (ii) The sale must be inside the building or garage, or on an approved surface as described in Section 51A-4.301(d)(4) [the patio of the premises]. (iii) A person shall not sell, offer, or advertise for sale merchandise made, produced, or acquired solely for the purpose of resale at an occasional sale. (iv) A person shall not conduct an occasional sale for a duration of more than three consecutive calendar days. (v) A person shall not conduct more than two occasional sales at a premises during any 12 month period. (vi) A person shall not place more than one sign, not to exceed two square feet in effective area, upon the lot where the sale is taking place. Up to five signs, not to exceed two square feet in effective area each, are permitted [Any other signs] at [any] locations remote from the sale property with the permission of the owner of the remote location. Signs advertising an occasional sale are not permitted in medians or on trees or light poles. All signs advertising an occasional sale must be removed within 24 hours after expiration of the permit issued under Section 51A-1.105(x). (vii)

The area restrictions in Subsection (a)(3) do not apply to

this use. (viii) Any advertisement of an occasional sale or of an item being offered for sale at an occasional sale must contain the street address at which the sale will occur and the date(s) on which the sale will occur. (ix) A person commits an offense if he operates an occasional sale without a valid permit under Section 51A-1.105(x).” SECTION 4. That Paragraph (1) of Subsection (b), “General Regulations Applicable to All Detached Signs,” of Section 51A-7.304, “Detached Signs,” of Article VII, “Sign Regulations,” of Chapter 51A, “Dallas Development Code: Ordinance No. 19455, as amended,” of the Dallas City Code is amended to read as follows:

Amend occasional sale regulations - Page 3

“(1) premise signs.”

Except as provided in Section 51A-7.306(a), d[D]etached signs must be

SECTION 5. That Subsection (a) of Section 51A-7.305, “Attached Signs,” of Division 51A-7.300, “Provisions for Business Zoning Districts,” of Article VII, “Sign Regulations,” of Chapter 51A, “Dallas Development Code: Ordinance No. 19455, as amended,” of the Dallas City Code is amended to read as follows: “(a) Except as otherwise permitted under Sections 51-4.213(25), 51-4.217(b)(5), [in Chapter 51, or under Section] 51A-4.206(1), and 51A-4.217(b)(9) [in this chapter], all attached signs must be premise signs or convey a noncommercial message.” SECTION 6. That Subsection (a) of Section 51A-7.306, “Detached Non-Premise Signs Prohibited Generally,” of Division 51A-7.300, “Provisions for Business Zoning Districts,” of Article VII, “Sign Regulations,” of Chapter 51A, “Dallas Development Code: Ordinance No. 19455, as amended,” of the Dallas City Code is amended to read as follows: “(a) No person may erect or maintain a detached non-premise sign in the city. It is a defense to prosecution under this subsection that the sign: (1)

is a non[-]conforming use;

(2) is a special purpose sign, movement control sign, protective sign, or vehicular sign as defined in this article; (3) is a sign that contains primarily a political message for which a permit is not required under Section 51A-7.602; (4) is in a special provision sign district or planned development district and expressly authorized by and in full compliance with the ordinances establishing and amending that district; (5)

was lawfully relocated pursuant to Section 51A-7.307; [or]

(6) is expressly authorized by and in full compliance with a valid order of the court or board of adjustment; or (7) is a sign adverting an occasional sale (garage sale) pursuant to Sections 51-4.217(b)(5) or 51A-4.217(b)(9).”

Amend occasional sale regulations - Page 4

SECTION 7. That Subsection (c) of Section 51A-7.402, “General Provisions Applicable to Signs in Non-Business Zoning Districts,” of Division 51A-7.400, “Provisions for NonBusiness Zoning Districts,” of Article VII, “Sign Regulations,” of Chapter 51A, “Dallas Development Code: Ordinance No. 19455, as amended,” of the Dallas City Code is amended to read as follows: “(c) Except as otherwise permitted under Sections 51-4.213(25) or (26), 514.217(b)(5), [in Chapter 51, or under Section] 51A-4.206(1) or (3), and 51A-4.217(b)(9) [in this chapter], an occupant in non-business zoning districts may erect only signs that convey a noncommercial message, special purpose signs, and premise signs, which include movement control signs and protective signs.” SECTION 8. That a person violating a provision of this ordinance, upon conviction, is punishable by a fine not to exceed $2,000. SECTION 9. That Chapters 51 and 51A of the Dallas City Code shall remain in full force and effect, save and except as amended by this ordinance. SECTION 10. 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 11.

That this ordinance shall take effect on October 1, 2013, and it is

accordingly so ordained.

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

By__________________________________ Assistant City Attorney

Passed______________________________

Amend occasional sale regulations - Page 5

KEY FOCUS AREA:

AGENDA ITEM # 14 Make Government More Efficient, Effective and Economical

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

N/A

DEPARTMENT:

Communication and Information Services

CMO:

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

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize a five-year Interlocal Agreement with the City of Cockrell Hill to provide the City of Cockrell Hill with two-way radio maintenance service and radio system airtime for the period June 1, 2013 through May 31, 2018 - Estimated Revenue: $7,116 BACKGROUND A five-year Interlocal Agreement between the City of Dallas and the City of Cockrell Hill was entered into in August 2000. In 2005, a three-year agreement was entered into via an Administrative Action. The term of that agreement ended in May 2008. The City of Cockrell Hill found it is advantageous to have their communication equipment maintained by and their radio airtime provided by the City of Dallas and entered into another five-year Interlocal Agreement which ends May 31, 2013. The Cockrell Hill City Council has authorized the City of Cockrell Hill to enter into an Interlocal Agreement with the City of Dallas for these services. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On August 9, 2000, City Council authorized an Interlocal Agreement with the City of Cockrell Hill, by Resolution No. 00-2371. On December 10, 2008, City Council authorized an Interlocal Agreement with the City of Cockrell Hill, by Resolution No. 08-3312. FISCAL INFORMATION Estimated Revenue - $7,116

COUNCIL CHAMBER

June 12, 2013 WHEREAS, the City of Dallas operates and maintains a two-way radio system with sufficient capacity to accommodate an additional user; and WHEREAS, the City of Cockrell Hill has recognized that their Police Department would derive benefit from using the two-way radio system operated and maintained by the City of Dallas along with associated two-way radio maintenance services that the City of Dallas can provide; and WHEREAS, the City of Cockrell Hill entered into a three-year Interlocal Agreement with the City of Dallas which ended in May 2008; and WHEREAS, the Cockrell Hill City Council entered into a five-year Interlocal Agreement with the City of Dallas for the purpose of receiving two-way radio maintenance service and radio system airtime from the City of Dallas which ends in May 2013; and WHEREAS, the Cockrell Hill City Council has authorized the City of Cockrell Hill to enter into a five-year Interlocal Agreement with the City of Dallas for the purpose of receiving two-way radio maintenance service and radio system airtime from the City of Dallas. Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the City Manager is hereby authorized to enter into a five-year Interlocal Agreement with the City of Cockrell Hill for the provision of two-way radio maintenance service and radio system airtime effective June 1, 2013 through May 31, 2018 for estimated revenue in the amount of $7,116, after approval as to form by City Attorney. Section 2. That the City Controller is hereby authorized to receive funds from the City of Cockrell Hill and to deposit those funds in Fund 0197, Department DSV, Unit 1810, Revenue Source 7456. 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 # 15 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:

45 C ________________________________________________________________

SUBJECT Authorize a public hearing to be held on June 26, 2013 to receive comments concerning the creation of City of Dallas Reinvestment Zone No. 80 located at 3504 North Central Expressway, Dallas, Texas; and, at the close of the hearing, consideration of (1) an ordinance creating City of Dallas Reinvestment Zone No. 80; and (2) a 50 percent real property tax abatement for ten years with SBR Real Estate Holdings, LP (SBR) associated with the development of a high-rise office building - Financing: No cost consideration to the City BACKGROUND For the past couple of months, city staff has negotiated with representatives of The Richards Group regarding a possible new high-rise office building under consideration at 3504 N. Central Expressway, Dallas, Texas. The proposed site would be owned by a holding company known as SBR Real Estate Holdings, LP (SBR). SBR has a 2.5 acre site under contract, and proposes to build a new 250,000 square foot office building that will house The Richards Group offices, include approximately 10,000 square feet of ground floor retail/restaurant uses and a multi level parking structure. The estimated total investment for the new headquarters facility is approximately $45,000,000. In order to develop this project, The Richards Group and SBR request council consideration of a ten year, 50 percent real property tax abatement on the added value of new construction. The building will be developed in conjunction with PBRS Development, whose principals have over 40 years experience in commercial real estate development. The building will have unique design features that will allow it to demonstrate the creativity within and will make a statement on the Dallas skyline. The developer intends to commence vertical construction in summer 2013. The full project is anticipated to be complete in late 2014.

BACKGROUND (Continued) In consideration of the proposed incentives, SBR will invest a minimum of $40,000,000 in real property improvements and The Richards group will retain its existing 600 employees and reach 650 within two years of the substantial completion. In order to provide a tax abatement in support of the project, a Reinvestment Zone must be required. A public hearing is necessary for the creation of a Reinvestment Zone. The forgone revenue from the 50 percent, ten year real property abatement is $1,795,275. The ten-year net fiscal impact of the proposed development after incentives is $4,304,773. ESTIMATED SCHEDULE OF THE PROJECT Begin Construction Substantial Completion

August 2013 December 2014

PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) This item is scheduled to be presented to the Economic Development Committee on June 3, 2013. FISCAL INFORMATION No cost consideration to the City OWNER SBR Real Estate Holdings, LP Scot Dykema, CFO MAP Attached.

Agenda Date 06/12/2013 - page 2

Disclaimer: This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground survey and represents only the approximate relative location of property boundaries.

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COUNCIL CHAMBER

June 12, 2013 WHEREAS, the City recognizes the importance of its role in local economic development; and WHEREAS, on June 13, 2012, the City Council elected to continue its participation in tax abatement and the Public/Private Partnership Program Guidelines and Criteria governing tax abatement agreements to be entered by the City as required by the Property Redevelopment and Tax Abatement Act, as amended, V.T.C.A. Tax Code, Chapter 312 (the "Act") by Resolution No. 12-1520 as amended; and WHEREAS, the City has determined that the area depicted on the metes and bounds description attached hereto as Exhibit A (Metes and Bounds) meets the criteria and site map as Exhibit B (Map - the "Property") for a reinvestment zone under the Act; and WHEREAS, the Act further requires that prior to the adoption of the ordinance providing for the establishment of a reinvestment zone to promote development or redevelopment within such zone through the use of tax abatement as authorized by the Act, the City must hold a public hearing on the adoption of the proposed reinvestment zone and find that the improvements sought are feasible and practical and would be of benefit to the land to be included in the zone and to the community and provide interested persons the opportunity to speak and present evidence for or against the designation; and WHEREAS, the City desires by calling and holding such public hearing to provide a reasonable opportunity for any owner of property located within the proposed zone, any other taxing districts, and any other interested persons to speak for or against the creation of the proposed reinvestment zone or the inclusion of any property therein; and WHEREAS, the City Council desires to enter into a real property tax abatement agreement with SBR Real Estate Holdings, LP to encourage the development of a new office building located on 5.25 acres at 3504 N. Central Expressway, in Dallas. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That a public hearing shall be held at 1:00 P.M. on June 26, 2012, in the City Council Chambers, Dallas City Hall, 6th floor, 1500 Marilla Street, Dallas, Texas, at which time any interested person may appear and speak for or against the creation of Reinvestment Zone No. 80 for the purpose of granting a real property tax abatement agreement and at the close of the public hearing the City Council shall consider: (1) an ordinance creating City of Dallas Reinvestment Zone No. 80; (2) a 50 percent real property tax abatement for ten years with SBR Real Estate Holdings, LP.

COUNCIL CHAMBER

June 12, 2013 Section 2. That notice of such public hearing shall be published in the official newspaper of the City of Dallas not later than seven (7) days prior to the date of such hearing, and that written notice of such hearing along with a copy of this resolution shall be delivered in writing to the presiding officer of the governing body of each taxing unit that has real property that is to be included in the proposed reinvestment zone within its boundaries. 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.

GENERAL WARRANTY DI!ED THE STATE OF TEXAS COUNTY OF DALLAS

....

.2S014

KNOW ALL MEN BY THESE PRESENTS:

THAT OAK CREEK PARTNERS, LTD., a T.,_llmltad partnelllhlp ("'rMtoo"), for and in conslde111ti0n of the sum of Ten and No/100 Dollert {110.00) cat1 and other good and v.tuable conalderdon to It paid by 818ckbum c.nni Holdlnga, L.P., • Texas limited ("GI'IIntN1. whose add,... .. 2828 Routh Street. Suite 440, o.llaa, Texas, Attllntlon: Neal Sleeper, the receipt and autrlclency or which are hereby acknowledged .nd confeued, haa GRANTED, BARGAINED, SOLD, and CONVEYED. and by theM doea GRANT, BARGAIN, SELL, and CONVEY unto the Grantee thole certain tracts of lind ("Land") dnc:rlbecl in Exhibit '"A-1" hereto, ....,. and except thoee certain tracts of *'d d-=rtbed Jn Exlllblt '"A:r hereto, together with all lmprovementa, If any, thlfeon and 81 rtghta and appurtenances appertaining thereto (herein colectively called the "Prgperty1. This Deed Ia executed by Grantor and accepted by Grantee subject to validly exlatlng and enfon:eable rights, and ntetes, If any do In t.ct exlet, but cny to the extent that the same do In filet exist, of third partlea In connection with thole itema aet out and lilted in llblllll .:11: hereto (herein called the "Pennltted Encumbrancea").

TO HAVE AND TO HOLD 1he Property together with al and lllngular the rights and appurtenance• thereto In .. belonging unto Grentae, Ita lege! repraent.avea, auc:cessorw. and asalgna foraver: and Grantor does hereby bind ltaetr, Its legal repreaentattvea, aucoeuora, and auigna to WARRANT AND FOREVER DEFEND all and alngU.r the Property, aubject to the Permitted Encumbrance• unto Grantee, Ita legal repre•ntatlves, aucc:eaaora, and aaalgna, agalnet every peraon whomaoever lawfully claiming or to c181m the same or any part thereof.

Executed to be effective •

of the /,_t;. day of

5"...I f . , 1998. J

GRANTOR: OAK CREEK PARTNERS, LTD., a Tax•

limited partnerahlp

By:

CITYPLACE COMPANY, a Texaa Corporation, a Agent for the Mllnaglng o.n..t Paltner for Ollk

c...k Partnera, Ltd., Hem"telld AaaocietiM, Inc. By:

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THE STATE OF TEXAS COUNTY OF DALLAS

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BBINO a 1n0t or IMI4 Ill tbo C1tJ of Dalla. Dlllal CoaaeJ, Tau. pm ol tbo Jolllll Gdpby Surwy, Ahllrlct No. 495 aa4 bolq p11t of'Biook 21912 eo die aty of DaDa. beiD8 part ot 1he 11m1 cracc pNYioUIIJ cfeaiW • 0.74H 8CI'C (free& 1, Plio No. 21012.7 0) bJ lullwDeac recorded iD Volume 90252, .... 4483 of !be Deed &ecorda of Dlllas Coual)r. Te:xu (DJU)Cl'). llld beiq mont particulady clesczW by and hoUDCis u 1bUowa (bclriDp mereoc:cd 10 die for Blackbunl Senor): BEGINNING

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of-way for Cole Avauc;

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lliENC£ North 44°39'53" West. beiQ I feet from ad parallel to the ript-of·way fOI' Blackbwu Street, for a clistaace of liUO feet to a point OD lhe southou&edy liDo of a 14.S foot wide alley;

North 4S•20'0r East. aloq aiel southeasterly l.ln8, 11.09 le,t to a .lroa rod; THENCE South 44°Sl'S3" East, 101..50 feet to a point for comer; THENCE North 45'"20'07" Hatke1l Avenue;

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nt:ENCE Sou&h 44°52'53" East. 10.00 feet 21,911 square feeL

to the POINT Of BEGINNING aDcl coatalDfDa .

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BEING 30,062 square feet Of land, more or less, situated in the John Grigsby Survey, Abstract 495, (and out of) Lot lA, Blocks 1/&39 AND l/&39, the City of Dallas, Dallas County. Texas, Cityplace, an Addition to said City, end being out of and a part or the land described by deed as recorded tn Volume 88027, Page 3615, (£xhibit 8) Deed Records of said COunty; said 30,062 square feet of land being .ore particularly by ..tes and bounds as follows: COMMENCING at the west corner of said Lot lA; THENCE South 45 degrees 21 •inutes 25 seconds Eas' along the northeasterly rtght of NIY ltne of Leamon Avenue East for a distance of 444.99 feet to a point: THENCE South 44 degrees 53 01 second East continuing along the satd right or way line for 1 distance of 464.21 feet to a point: THENCE South 66 26 minutes 46 seconds East continuing along the satd right of way line for a distance of 51.25 feet to the POlNT OF BEGINNING in • curve to the rtght havtng a radius of 28,469.00 feet bears North 88 • degrees 12 ainutes ZO seconds East; (1)

THENCE tn a northerly dire.c tton along the arc of said curve for a distance of 618.65 feet to an angle point;

(2)

THENCE North 44 degress 21 minutes 51 seconds East for a distance of 40.92 feet to a point in the existing right of way line of US HighNey ·75;

(3)

THENCE South 03 degrees 59 15 seconds East along the said right of way line for a distance of 653.22 feet to a point tn the satd northeasterly rtght of way line of L..-on Avenue East;

(4)

THENCE South 63 degrees 30 •inutes 29 seconds West along said rtght of way line for a distance of 27.37 feet to a potnt;

(5)

THENCE North 66 degrees 26 •tnutes 46 seconds West continuing 41ong said rtght of way ltne for a distance of 40.24 feet to the·POINT OF BEGINHlKG, and containing an area of 30,062 square feet of land, .are or less.

96208 03723

*Aa/'fK* DALLAl

Doea OOZOIDIIS

Dat.e1 10/2:1/ltll

V•ll ODtiZDI

. . . . , 03110

. . . . , lt OC JD

BEING 9.795 square feet of land, .are or less, situated tn the John Grigsby Survey, Abstract Huaber 4g5. (and out of) lot lA. Blocks 1/639 AND 3/639. the City of Dallas. Dallas County. Texas, Cttyplace, an Addition to satd City. and being out of and a part of the land described by deed as recorded tn Volume 88027. Page 3615, (Exhibit B) Deed Records of satd satd 9,795 square feet of land being .are particularly described In two parts by •tes and bounds as follows: COHMEHCIHG at the west corner of said Lot lAi lHENCE North 45 degrees 06 •tnutes 59 seconds East along the northwesterly line of satd Lot lA for a distance of 788.98 feet to • point on the southerly right of way ltne of Haskell Mall: THENCE tn a southeasterly direction along satd right of way line and the arc of 4 curve to the left with a radius of 511.50 feet for a distance of 131.70 feet (chord ts South 71 degrees 55 •lnutes 02 seconds East. 131.55 feet) to the POINT OF BEGINNING; (1)

THENCE tn an easterly dlrectton along the arc of satd curve and along the southerly right of way ltne of Haskell Hall for 1 distance of 14.49 feet to & point tn 1 curve to the left having a radtus of 2,994.7g feet whtch bears South 86 degrees 09 mtnutes 17 seconds East;

(Z)

THENCE In a southeasterly dlrectton along the an: of said curve and , along the present right of way line of US HighwAY 75 for a distance of 409.41 feet to tts end;

(3)

THENCE South 03 degrees 59 mtnutes IS seconds East continuing along the satd right of way lfne for a dtstance of 118.95 feet to an angle point:

(4)

THENCE South 44 degress 21 •tnutes 51 seconds West for a distance of 40.92 feet to a potnt tn the new rtght of way line of US HlghW_, 75;

(5)

THENCE tn a northerly dtrectton along satd rtght of way line and the arc of a curve to the right with a radtus of 28.469.00 feet for a distance offt369.00f feet (chord 1s Ho rth 00 degrees 10 41 seconds West.· to the beg 1nn 1ng of another curve to the right having a radtus of 2 1 994.00 feet with a radial beartng of South 89 degrees 48 •tnutes 24 seconds East;

(6)

THENCE in a northerly dtrectlon conttnutng along satd rtght of way line and the arc of said curve for a distance of 190.65 feet to the POINT OF BEGINNING, and_ contatntng an area of 9.795 square feet of land • .are or less.

'f ,. \

'l.,

•

•'

96208 03724

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Doc: •

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rapr uno

, ... , 1S or JO

BEING 3,392 square feet of land, .ore or less, situated in the John Grigsby Surve1, Abstract Number 495, (and out of) Lots 6 THRU 8, Block 984, the City of Dallas, Dallas County, Teaas, M. N. Bakers, an Addition to said City, and being out of and a part of the land conveyed to Southland Corp. by deed as , Page • Deed recorded in Volu-. 87022, Page 0746, Tract 3, and Volu.. Records of satd County; satd 3.392 square feet of land being more particularly described by metes and bOunds as follows: COMMENCING at the west corner of Lot 3 of said Block; THENCE South 44 degrees 31 a1nutes 13 seconds East along the northeasterly right of way 11ne of Blackburn Street for a distance of 324.10 feet to the POINT OF BEGINNING, a point on the new rtght of way line of US Htghw., 75; (1)

lHENCE North 07 degrees 33 minutes 26 seconds East along the sa1d r1ght of way line for a distance of 26.44 feet to the begtnntng of a curve to the right havtng a radius of 2,732.67 feet which bears South 82 degrees 26 •lnutes 34 seconds East;

(2)

THENCE northeasterly along the arc of said curve and continuing along the said right of way lfne for a distance of 212.32 feet to a point on the southwesterly r1ght of w., ltne of Haskell Avenue;

(3)

THENCE South 44 degrees 48 minutes 08 way line for a distance of 15.08 feet of way ltne of US Htghway 75 end in a of 3,000.79 feet whfch bears South 78

THENCE along said right of

(8)

seconds East along satd right of· to a point in the present right ' curve to the left having a radius degrees 08 111inutes 59 seconds East;

ltne as follows;

(4)

THENCE southwesterly along the arc of satd curve and along the present westerly right of vay 11ne of US Highway 75 for 1 dfstance of 119,03 feet to a pofnt;

(5)

THENCE South 44 degrees 31 •inutes 12 seconds East for a dfstance of 7.41 feet to a potnt tn a curve to the left havtng 1 radius of 2,994.79 feet which bears South 80 degrees 30 20 seconds Easti

(6)

THENCE along the arc of satd curve for • distence of 89.59 feet to a po\nt;

(7)

THENCE South 52 degrees 35 •tnutes 51 seconds west for a dtstance of 24.02 feet to a potnt on the northeasterly rfght of way 1\ne of Htske 11 Avenue:

THENCE 44 degrees 31 •fnutes 13 seconds West tlong safd r\ght of way lfne for a dtstance of 1.00 feet to the POINT o; BEGINNING, and containing an area of 3,392 squere feet of land, more or les,.

:sszoe o3725 •&ea/ftC:• D&LLUI Doo 1 002011111

Dat.1 10/:ll/1111

Vola 0011201

P. . . a 01710

..... U Of J0

..__________ BEING 9,673 square feet of land, or less, situated in the John Grigsby Survey, Abstract 495, Block 6/1511, the Ctty of Dallas, Dallas County, Texas, and betng out of and a part of the land conveyed to Southland Corp. by deed as recorded in Volu• 81113, Page 2786, and Vola.e • Page • Deed Records of satd County; said 9,673 square feet of land being .are particularly described by metes and bounds as follows: COMMENCING at the south corner of the Southland tract: THENCE Marth 78 degrees 32 •inutes 00 seconds East for a distance of 0.97 feet to the POINT OF BEGINNING in a curve to the right having a radius of 2,732.6650 feet which bears S 76 21 26.74 E; (1)

THENCE northeasterly along the arc or said curve and along the new right of way. line of us Hlghw41 75 for 1 distance or 212.38 feet to a point In a curve to the right having a radius of 2,843.1160 feet which bears South 71 degrees 54 minutes 16 seconds East;

(2)

THENCE along the arc or said curve and continuing along said right of way line for a distance of feet to Its end;

(3)

THENCE North 23 degrees 42 34 seconds East continuing along said right of way line for a distance of 122.20 feet to a point on the north property line of said tract;

(4)

THENCE South 66 degrees 07 minutes 51 seconds East along the said property line for a distance of 13.45 feet to a point on the present right of way ltne of us Highway 75:

(5)

THENCE South 21 degrees 49 minutes 46 seconds West along said right of way 11ne for a distance of 69.73 feet to a point In a curve to the left having a radius of 2,994.7900 feet which bears South 66 degrees 10 •lnutes 15 seconds East:

(6)

THENCE along the arc of said curve contJnulog along said right of way 1tne for a distance of 531.83 feet to a point;

(7)

THENCE South 78 degrees 32 11inutes 00 seconds West cont lnuing along uld right of way 11ne for a distance of 20.42 feet to the POINT OF B£G1NNIHG, and conta1nlng an area of 9,673 square feet of land, -are or less.

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BEING 1,3&4 square feet of land, or less, situated tn the John Grigsby Survey, Abstract Hu.O.r 495, the City of Dallas, Dallas County, Texas, and betng out of and 1 part of the land conveyed to Southland Corp. b1 City of Dallas Ordinance 194B2 ; said 1,364 square feet of land being particularly described by netes and bounds as follows: at the

corner of Block 6/1511;

THENCE South 44 degrees 48 •tnutes 08 seconds East along the northeast right of way line of Haskell Avenue for a distance of 536.89 feet to a point; THENCE North 78 degrees 32 •lnutes 00 seconds East along said right of wey line for 1 distance of 0.97 feet to the POINT OF BEGINNING; (1)

THENCE North 78 degrees 32 •lnutes 00 seconds East conttnutng along said rtght of way line for a distance of 20.42 feet to a point tn the present right of way ltne of US Highwey 75i

(2)

THENCE South 16 degrees 23 minutes 21 seconds West along said right of way ltne for a distance of 94.58 feet to a point;

(3)

THENCE North 44 degrees 48 mtnutes 08 seconds West for a distance of 15.08 feet to a point on a curve to the rtght with a raduls of 2732.67 feet which bears South 77 degrees 59 •tnutes 2B seconds East;

(4)

THENCE Northeasterly along said curve for a distance of 77.92 feet to the POINT OF BEGINN!II3, and containing an area of 1,364 square feet of land, more or less.

96208 03727

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DeC•• 10/23/ltlf

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. . . . , Ol110

..... 11 Of lO

BEING 814 square feet of land, .ore or less, situated tn the John Grt;sby 495. the City of Dallas. Dallas County, and Survey, Abstract being out of and a part of the land conveyed to Southland Corp. by City of Dallas Ordinance No. 19482 ; said 814 square feet of land being .are particularly described by ..tes and bounds as follows: COMMENCING at the west corner of Block 984; THENCE South 44 degrees 31 mtnutes 13 seconds East along the northeasterly right of way ltne of Blackburn Street for a distance of 324.10 feet to the POINT Of BEGINNING; (1)

THENCE South 44 degrees 31 •inutes 13 seconds East continuing along said right of way line for 1 distance of 1.00 feet to a potnt tn the present rtght of way lfne of US Highway 75;

(2)

THENCE North 52 degrees l5 •tnutes 51 seconds East along satd right of way line for a distance of 24.02 feet to a point In a curve to the left having a radius of 2,994.79 feet whtch bears South 82 degrees 1l •inutes 03 seconds East;

(3)

THENCE southwesterly along the arc of said curve and the said right of line for a distance of 55.17 feet to a point on the present right of way line of Haskell Mall and on a curve to the right having a radtu' of 361.50 feet which bears North 10 degrees 38 •lnutes 54 seconds East: way

(4)

THENCE northwesterly along satd curve for &"distance of 18.07 feet to a point on the new rtght of way line of US Highway 75;

(5)

THENCE North 07 degrees 27 minutes 29 seconds East alon9 satd right of way line for 1 distance of 37.38 feet to the POINT OF BEGINNING. and contatntng an area of 814 square feet of land, more or less.

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Dat• • 10/a::l/lttl Vol• DGIUOI

..... 0371D

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.METES AND BOUNDS DESCRIPJ'ION

Cole Avenue Rilbt-of-Way DedicalioD 1o1m Grlpby Suney, A-495 Dallal, Dallu Coury, Tau BEING two am:ta of land coJUaiainl 0.155 aero, located in du: City of DaDa, Dallas COUDty, Texas, part of tbe Jolla Oripby Surwy, Abstract No. 49$, beq portf0111 of Blocb 980 aad 1/982 to tbe City of Dallu,. beiDa put of d1at same cnct previously described ia Volume 90252, Pap 4483 oftbe Deed Recorcb of DaUu Couaty, Tau (DRDCT), aod beiDs more padcularly descn"bed by me1a IDil bouuda u follows (bearbw• refcrcacecl to riJht-of-way for Cole Avenue):

TRACT I BBGINNING at an iron rod for the waterly aortbwat c:oru:r for City Block 1/982, same beiDa die IIOUtbast comer of intcrsec:tioD of Cole Aveaue (50' ROW) aad NewmaD Aveauc (40' ROW); THENCE North 45 •28'37" East with Cole Avenue, 346.47 feet to an iron rod on the soutberly liae of HubU Bllc:kbum COIUII:dion (150' ROW> u recorded by Volume 86013, Pap 1551, DRDCT; THENCE South 44•46'23" Eut with said soutberly liDe 10.00 feet to a let iron rod; THENCE South West, 10 feet from and parallel to tbe exildng ripl-of-way for Cole Avenue, 346.47 feet to a set iron rod on the riJbt-of-way for Newman Avenue; THENCE North 4.5"28'37" West with said ript-of-way, 10.00 feet to tbe POINT OF BEGINNING and c:oaralninl 0.080 TRACTD BEGINNING at a 112-iDc:b iron rod for WCIIa'ly nonbwelt c:omer of City Block 980, same beiq tbe southerly soutbeut comer of illtenectioa of Cole Avenue (SO' ROW) IIIII Lemmon Aveuue (60' ROW); THENCE nonbedy with tbe east line for Cole Aveaue u follows: North 00°28'37" East, 7.rrt feet to a 1/2-incb rod; North 45•28'37" P.ut 377.&6 feet to a .5/8-incb iron rod for tbe intersecdoa of said riaht-of-way aad the southerly rfabt-of-way for Newman Avenue (40' ROW);

MGSIO. I

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I I

THENCE South 44 6 31'23• East with saki IOUtberly .rtpt-of-way, 10.00 feet to ae iroa rod; THENCE South 45°28'37• West. 160.00 feet to aeet iron rod; THENCE South 46•45'46• Wat, 222.72 feet to THE POINT OP BEGINNING oa tbe nonberly

riJbt-of-way for Lemmon Aveaue, 1.1111 coDiaiDIDc 0.075 acm.

96208 03730

11:1/r&e• DaWoU

Docu DOJDIOtfl

Dat:•t lD/21/lltl

VO:LI OOtC201

..... IDJ7l0

P . . . t 21 Of JO

RIGHT-oF-WAY OEOJCAnON CJtyplace orw. West

BEING

a net or J:*C81 of land situated In the John

Grigsby Survey Abstract Number 495, City of

can•• Oalas County, Texas and beinG a pan of City Blocks 11839 and 31874 and -.o being a P8lt

of the Cltyplace Addlllon, an addlllon 110 lt1e City of Dallal. accordng to the plat thereof, recorded In Volume H230, 0713, Deed Recona of Dallu County, Texu and being more partlcuiarty described .. followa: COMMENCING at a point In the nof1herly rfght-of-way lint of Lemmon Avenue East (84' A.O.W.) at hllnblrleetlon with lhe wutelfy rlghl-Of·way line of North Central Expressway (280' A.O.W.). THENCE S

30' 29" W, along the northelfy Rna of Lemmon Avenue EaSI, 27:J7 feet to a point;

THENCE N 66'" 28' 48" W, continuing along said northerly Rna or Lemmon Avenue East, 91.49 feet to a point THENCE N 44" 53" 01" W, conllnulng said northerly nne, 484.21 feet to a point; THENCE N 45" 21" 25" W, continuing along aald northerly One, 347.49 feet 1D the POINT BEGINNING; THENCE N 45" 21" 25" W, continuing along the northerly Hne or Lemmon Avenue a point tor comer:

East. 97.50 feet.,

THENCE S 45" 31" 4r W, wl1h said nor1hetty line, 0.51 feet to a point for oomer; THENCE N 45" 08" 32" w, wllh Aid northerly nne, 11.86 feet to a point ror oorner: THENCE N 89" 54" 14" E, departing said line of Lemmon Avenue East, 14.86 feet

corner:

to a point for

THENCE N 45" 06' ss-E. parallel to the western line or City BlOck 1/639, na.so feet to a point for a comer In the sou1herly right-of-way line of Blackburn Mall (150' R.O.W.), said point • o being the beginning of a non-tanglnt curve 110 lhe left having a central angle of 12" 34' 38", a radius of 511.50 feeL Chord ben S 7oe 3T 2r E, 112.05 feeL THENCE along said curve, and with the soulherty line of Blackburn MaD, an arc distance of 112.28 feet to a point for a comer, said point aJsa being the beginning Clf a non·tangent curve liD the left. having a central angle of 01• 18' 38• a radius of 3015.00 feel Chord bearsS 03" 18' os• W, 66.33 feet. THENCE along said curve, and In a southwesterly direction, an arc clstance of 66.33 feat to a point for a comer, Slid point also being the beginning of a non-tangent curve to the left, having a central angle of 1:1r 38' 58", a radius or 32.28 teet. Chord h.ars N IS8" 52' 41" W, 60.80 teet. THENCE along Slid c:urv., and In a northwesterly direction, an arc distance of 7&.86 feet to the potnt of tangency for a oom;{;t'&

96208 03731

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..... 01710

. . . . , ZZ Of Ja

------·-- --·-- · THENCE S 45• 0&' 51"

a comer.

s ooe or

w. paralel Ullhe westem line of City BlOck 11839, 754.331eet to a point far e.

THENCE oo- 14.08 feet to the Point gf Btqlnn!nq and conUnulng 1.6822 more or 1. . . (73,274.11621 lq. ft.) C . . SIJI'r.. l!!!p D

Sllll'll 1ft!

5!!'9l1!rti!!

acns or land,

SURFACE RAMP C BEING a land or p8IC8I of land sltuallld In the John Grigsby SUrvey, Abstract Number 495, City of Dallal. Ddas County, Texas and being a pan of lht City Block 11639 and 1110 being a part or 1t1a Cltyplace Adcltlon, an addition to the City of Dallas, ECOrding ID the plat !hereof, reoorded 1n Volume 86230, Page 0793, Deed Records of Dabs County, Texas and being more particularly described u

follow&:

COMMENCING lit a point In lhe northerly right-of-way nne of Lemmon Avenue East (64' A.O.W.) lw Intersection with lhe westerfy right-of-way line of North Cenll'al Expreuway (2BO' R.O.W.).

THENCE S &a- 30' 29" W along the northerly line of Lemmon Avenue East, 27.37 feet to a point. THENCE N W 28' 46" W, continuing along said line of Lemmon Avenue East, 91.49 feet 110 a point. THENCE N 44"' 53' 01" W, continuing along sald line of

Avenue East, 484.21 feet 110 a point.

THENCE N W 21' 25" W, continuing along said line of Lemmon Avenue, 347.49 feet to

THENCE N 00' 07' 00" W, departing

a point.

northerly line of Lammon Avenue East, 14.08 feet 110 a point.

THENCE N 45" 06' 59" E, 153.21 teet to a polnL THENCE N 44• 53' 01" W, 30.50 feet to the POINT OF BEGINNING. THENCE S 45" 06' 59" W, 79.00 teet to

a point for a comer.

THENCE N 44• 53' 01" w, 28.00 feet ID a point for a corner. THENCE N 45" 08' 59" E, 79.00 feet to a point for a comer. THENCE S 44• 53' 01" E, 28-90 leeliD lhe POINT OF B§GINNING and containing 2,212.0000 sq. ft. of land, more or lesa. SURFACE RAMP D

I '

BEING a land or parcel or land lltuated In the John Griglby Survey, Abstract Number 495, City or

Dalla, 08lu County, Texas and being a part of the City Block 11839 and also being a pan of lhe Addition, an lldCitlon ID !he City of Dalla. accardklg ID lhe plat thereof, ..corded In Volume

86230, Page 0793, Deed R.cords of Dallu County, Texas and being more particularly described as follows:

COMMENCING 81 a point In the northerly right-of--way Une of Lemmon Avenue East (64' R.O.W.) ar Its lntarsecllon with the westerly right-of-way nne of North Central Expressway (260' R.O.W.). THENCE

s &a- 30' 2r W along the norlherly lne of Lemmon Avenue Eut, 27.37 leet to a point.

________s_s_2_o_e_o_3_7_3_z___________ •Kit'D.f:-

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Pag•a 2J Of 30

·----1

THENCE N Iff 28" 46" W, continuing along Hid line of Lemmon Avenue East. 81.49 feet to a point. THENCE N 44• 53' 01• W, continuing along said nne of Lemmon Avenue East. 464.21 feet to a point. THENCE N 45" 21' 25" W, conllnulng along said Una of Lemmon Avenue, 347.49 feet to a point.

ar oo•w, said northerly line of Lemmon Avenue East. 14.08 teet to a point. THENCE N 45" CMr sr E, 537.49 fHt 10 a point. THENCE N Off'

THENCE N 44• 53' 01• W, 29.50 feet to the POINI OF BEGINNING. THENCE N 44• 53' 01" W, 30.00 feet 110 a point for a earner.

CMr

THENCE N THENCE S

sr E, 150.33 feet to a point for a comer.

.we 53• 01• E, 30.00 feet to a point for a comer.

THENCE S 4&- 06' 59" W, 150.33 feet to lha POINT OF BEGINNING and conlalnlng 4,509.8370 sq.

ft. or land

more or less.

96208 03733

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. . . . , 24. 01 lO

--.... --- -i

I!XHIBIT·r

RestrtctMt covenant. crated by Euement and U• Agi"HH!MMftt, recorded In Volu!M 90252, 4588, o..d Record8, DaU. County, Texu.

Standby

r..

8nd . . . for 1M yeer 1188 lnCI eubeequent ye.,., and IIUblequ8nt for prior ynra due to cNnae In l8nd UMge or ownership.

The folowing lt.n(e) and an term•. provlelone lind concltlon• of the lnatrument(l) creating

or avldenclng Mid llen(e):

Deed of Trult and Security Agraerr!Mt exacuted by Oak Creek Partntn, Ltd. for the benefit of Fann Bureau Life Insurance COmpany, an Iowa corporation ("Farm Buruu") dated March 8, 1991, recorded In VolutM 91047, Page 2878, o..d ofTrult Records of Dallas County, Texas, •• amended by ln1trument recorded in Volume 91114, Page1888, Deed of Truat Racordl, Dalila County, Teas, and •• fulther amended by inltrument recorded In Volu!M 02050, P.ge 0007, Deed of Trull Recordl of Dallu County, Texu, 8nd • further amended by llllti'Ument recorded In Volume 94011, Page 3148, DHd Recorda of Dallu County, Tex., and a aff8ctacl by that cert.1n lnatrument nteorded in Volume 82247, Page 8108, Deed Records of Dallal COUnty, Texas.

Ablolute Alllgnment of Le.... .-Kf Rente executed by Oak CMek Ltd. for the benefit of Farm Burnudllted March 8,1991 Mel recorded lnVoll.me 81047, Page 2858, Deed Record• of Dallal County, TeDI. 4.

E. . .!Mnt creatad In lnltnlment executed by Dean P. Guerin, et alto Danae POMr and Light Company and SouthvMitem Bell Telephone Company for utllltla, dated December 22, 1980, filed December 29, 1860, recorded In Volume 5488, Page 74, Deed Recordl, Dalla County, Taxae.

IS.

Leue of laundry t.cllltlae granted to Solon Autometed Service, Inc. by lnltnlment dated April18, 1982, filed May 3, 1882, recorded In Volume 82087, P8ge 1010. Deed Recom, Dallaa County, TeiCII.

Easement Cftated In lnatrument executed by The Souttllend Corporation to tt1e City of

oanae. tlledJuly31,1887, nteordld lnVolume87147,P8ge3235, Deed Recordl, can.

County, Texaa.

Eaeement In lnltrument executad by The Southlend Corporation to the City of Dallal, dated June 30, 1987, filed July 31, 1887, recorded In Volume 8714 7. Page 3240, Daed Dallal County, Taxae.

Protrullon of concrete pavement onto Newman Avenue and alley, • 8hOWn on eurvey by Bred Reglltanld Prafeulon•l Land Surveyor, dilled September, 1890.

Protnullion of wood deck palt SoutlleMt lin6, • lhown on aurvey by lhd Sparr, Regletered Profe•ionel Land Surveyor, dated Sepl8mblr, 1880.

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......

. ..

10.

Power pole and power ftne In place, • lhown on SUMIY by B * Sparr, Regtatarec:t Professional Land Surveyor, dated Sephlmber, 1990.

11.

Rlghte of tenanta In po8M881on under any un.-.corded ..... agrwmenta.

12.

Protrueion of building into elley, • shown on 111.1fWY by Brad &p.r, ProfeMiol:taf Surwyor, dat8d September, 1980.

13.

of bUilding Reg'-tered Profeulonal

onto .ubject property, . . .tlown on

SUIWY by Bred Sparr,

Surveyor, dat.d September, 1HO.

14.

7 foot atraet widening . . . .rnenr as shown on plat, recorded In Volume 81241, Page 12, Map Recorda, Dallas County, Texaa.

15.

10 foot by 10 foot comer clip enement u shown on plat, recorded In Volume 81241, Page 12, Map Recorda, Dallas County, Texaa

16.

2 foot street purposee easement •• shown on pl.t, recorded In Volume 81241, Page 12, M8p Rec:orde, Ollllas County, Tu•.

17.

Eaeement crwatlld In tnetrument executed by Imperial Manegement Corporation to DaiiM Power & Light Company Md Southweetem Bell Te•phone Company for electric and communications syatemt, dated November 9, 1959, fled December 28, 1959, recorded In Volume 5253, Page 630, Deed Recorda, DaUaa County, Texas.

18.

Tei'?M and provialona of City of Dalln Ordinance No. 19482, filed March 12, 1887, recorded in Volume 87048, Page 4084, Deed Recorda, Dallas County, Texas.

19.

Ulilltlea In place In abandoned alleys and atnleta.

20.

Electric and cornmunicatlona system eaaement • grent.d to Dallas Power & Ught Company and Southwestem Bell Telephone Company, dated Auguat 11, 1988, meet September 1, 1988, recorded In VOlume 88171, Page 3642, Deed Recorda, Dattae County, Texu, and • atr.c:ted by Subordination and Non-Oistwbance AgrMment d.ted AugUil22, 1888, filed Sel*mber 1, 1888, recorded lnVotume88171, Page 3847, Deed Dallea County, Texaa.

21.

Uee of abandoned atreeta • public streets, M shown on survey by Brad Sparr, Reglltered Profeulonal Land Surveyor, dated Septamber, 1890.

22.

Bllboarcl and overhead power lne In pl8ce, u lhown on aurvay by Brad Sparr. R_..I'M Prof8ulonal L.nd Sufveyor, dated September, 1990.

23.

Encroachment and Rlgtrt of Ently by and betMen Ollk Creek Pattners, Ltd., and The Sou1htand Corporation, d.ted December 4, 1980, recorded In Volume 90262, Page 4578, Deed Recorda, Dal... County, Teldll.

24.

Terma end provtliona of Parking Agreement by Southweatem Dynamlca, Inc., for the benefit of the City of o .... dated July 8, 1870, med July 18, 1970, In Volume 70138, P11Qe 170, Deed Recorda, o.JI• County, Texaa, •• amended by l..trument flied

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Augu.t 30, 1171, recorded In Volum. 71188, Page 2058, Deed Records, Dill• County, Texa. 25.

Eaument crellted In Instrument executed by Southweatem Dynamlca, Inc. to Dalle8 Power & Ught c:omp11ny for electrical end communlclltlon aytteme, d8lld September 10, 1970, fled October 18, 1970, MCOrded In Volume 70204, Pap 52, Deed Recordt, Della County, Texa.

28.

Enement a.ated In lnatrument executed by The Southwaatem DynamiC*, Inc. to City of Dllla for atreet purpoeee, dated November 14. 1885, flied November 14, 1885, recorded In Volume 86224, Pege 5808, Deed Rec:ordtl, D .... County, Texa.

27.

Easement created In ln8trument executed by Southwestern Dynamlc8, Inc. to Dalla Power & Light Company for electric end communication dated Mllrch 11, 1170,

filed April2, 1970, recorded In Volume 700&4, P11841 1248, Deed Records, Dalla County, Texas. 28.

Easement c:reeted In Instrument exec:uted by Southwestern Dynamics, Inc:. to 0811• Power & Light Company and Soutf1oftstem Bel Telephone Company for elec:trtc: and c:ommunk:atlon datad May 29, 1970, filed July 15, 1970, rec:orded In Volume 70137, Page 44, Deed Recorda, Dalles County, Tex...

29.

Eaumant crell18d in lnslrument executed by Dynamlca, Inc:. to Continental Mortgage lnveatora and Tex. . Bank & Tnm Comi*'Y for norHtXcluslve lng,.._, egresa and pelldng, dated March 5, 1870, filed Nowtmber 17, 1970, rec:orded In Volume 70223, Page 1423, Deed Records, Delles COW'Ity, T.._, amended by Instrument filed September 15, 1971, recorded In Volume 71180, Pege 1748 and by 1n1trument flied February 11, 1972, recorOed In Volume 72031, Page 348, Deed Recordt, Dllllae County, Texa1.

30.

Terms, provllions, c:ondltiona and eaumenta conteined In City of Dalles Ordln.,c:e No. 19558, dated May 20, 1987, filed June 17, 1987, recorded In Volume 87116, Page 5708, Deed Recorda, Dalu county, Texas, e1 provided In section 2, the Special w.ranty has been recorded In Volume 87118, Pege 8724, a'1d Volume 87118, Page 5733, Deed Recordl, Dalla County, Texas; • provided In Sectlona 3 and 4, the Quit Claim Deed has been recorded In Volume 87118, Page 5727, Deed Recorda, Dalla County, TeiCM.

31 .

Power pota, PQMr lines end anchor !n piece . . shown on surwy by ar.d Sperr, Registered ProfeHional Land SUrveyor, dated September, 1890.

32.

Protrusion of buldlng pat North. .t line, aa lhown on survey by Brad Sparr, Reglsterwcf Profeslionei Lllnd Surveyor, dated September, 1880.

33.

Terms and provisions of City of Dala Ordinance No. 18581: a copy of whlc:h Je t11.c1 June 18, 1985, rROrded In Volume 85120, Pege 593, rwflled 8, 18a, l"eCCrWd In Volume 85163, Pege 13, Deed Records, Dalaa County, Texaa, a provided In Section 3, the warranty Deed hal been recorded In Volume 8811 o, Pea- 2337, Deed Recorda, Dall• County, Texa.

IJUCIII

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Doell IO:ZOIDtU

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Eaement created In lnttrument UKUted by The South'-ndCorpormton to Southweatem Belle Telephone COfl'lpllny flied Seplember 18, 1884, recorded In Volume 84184, Page 5982, Deed Records, o.lla County, Texa.

35.

Tenns and provisions of City of Daln OrdiMnc:e No. 19387; a copy of which Is filed November 25, 1988, recorded In Volume 88229, Page 228, Deed Recorda, Dalla County, Texa, a provided In Section 2, the Special Wei'!Wtty Deed ha been recorded In Volume 88228, hQe 3591, Deed Recordl, Ollila County, T. . . . and a corrected In Volume 88227, Page 3437, Deed Recorda, Dallas County, Texas; 11 provided in 8eGtlon8 3 and 4, the Quit Claim Deed ha been recorded In Volume 88228, 0281, Deed Records, O.U.s County, Tex...

36.

21 foot varlllble e81ement to the City of Dallas for the purpo1e of additional frontage and road lanes, bus drop off and pickup lanes, sidewalb, underground water and ..wer utilities and other utilltlea along the East aide of Tract I of Pllratl 2101432 as daCrtbeet in Exhibit "A-1" hereto, per plata recorded In Volume 88230, Page 793 and Volume 86247, Page 1, Map Recorda, Dallas County, Tex...

37.

Area reserved for dedication to the State ofTeXIIs for widening North Central Expi"HHWWIy per plata recorded In Volume 88230, Page 793 and Volume 88247, Page 1, Map Recorda, Dallas COunty, Texn.

38.

Private Drive along the Nor1hwnt side of Tract I of Parcei21043Z a deacrlbecf In Exhibit "A-1u hereto, as shown on plata recorded In Volume 88230, Page 793 and Volume 88247, Page 1, Map Records, Dallas County, Texaa.

39.

Reservation of right to uae for entrance and exit ta subsurface garages and subSUrface garage structu111a, •• shown on plata recorded In Volume 88230, Page 793 and Volume88247, Page 1, Map Recorda, Dallas County, Texas.

40.

Reservation for garag•. as .tlown on survey by Brad Sparr, Registered Profesalonal Land Surveyor, dated September, 1990.

41.

Billboard In place, 11 shown on auMty by B • Sparr, Reg..,.,_d Profnslonal Land Surveyor, dated September, 1990.

42.

Power poles and power lines In place, ae shown on .urvey by Brad Sparr, Reglatered Profeaalonal Land surveyor, dated September, 1890.

43.

Street sign In place, a shown on survey by B..-.d Sparr, Regtat.red Profeaalonal Land Surveyor, dated September, 1990.

44.

Vehicular license gram.c:t by Easement and u . . Ag11111111811t by and between Oak Cl1lek Partnera. Ltd. and The Southlend COrpor.tlan, dated December 4, 1990, recorded In Volume G0252, Page 4586, Deed Recorda, o.... County, Taxas; u .,.nded by Subordination and Releaae Ag,..,.nt by and betwnn The Sanwa Bank, Umltad Agency and 8ecurfty Pacific National Bank. the Truatee, datld Oecitmber 3, 1HO, recorded In Volume 90252, Page 4881, Deed Recorda, Dalla County, Texas.

oanaa

45.

I' '!

Purchaae Option ended by Eaaemenl and U.. Agreement by .,d between Oak Crwk Partnel"l, Ltd., and The Southland Corporation, dated Decsmber 4, 1990, recorded In

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Volume 80252, Page 4588, Deed Recorda, o.lla County, Texu; •mended by Subordination and ReleaM AgrMment by and betwMn The Umlted 08llea Agency and Security Pacific Ndonal Bank, the Truatee, da\H c.c.mber 3, 1180, recorded In Volume 80252, Page 4881, Deed Recont., Dalla County, Texa.

s.nwaa.,k,

EMement. gi'Mted to a. Cit¥ of Dallas for the conatructlon of lmpro,.,.nt and for the of vehlculer and pad..crtal hfllc a more fully dncrtbed In thoM two (2) ._ · · · E••menl8 daMd Fee.u.y 7.1912, recorded an March e. 18821n Volume 82044, Pllgll 4832 tinct ln. Volume 92044, Page o4837, of the Deed Recordl of o....

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RETURNTO: REPUBLIC T1Tl.E Oil TEXAS INC. COURT, iiif& 100 ILI.AS, TEXAS 7i20t

.DALLAS COUNTY

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COUNTY OF DAllAl

OCT 18 1996

. .COUNJY CI£IK, Dlllu

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Exhibit B: The Richards Group H AS KE

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The Richards Group 3504 N. Central Expy. Dallas, TX 75204

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DALLAS ECONOMIC DEVELOPMENT Research & Information Division 214.670.1685 dallas-ecodev.org Created 5.15.2013 - 13-05-15 Chris O'Brien_RG.TCG

0.025

0.05

Legend

! (

McKinney Avenue Trolley (MATA)

Freeway

Rail Station

Arterial

DART Light Rail

Local Road

Source: City of Dallas, 2013

Miles 0.1

AGENDA ITEM # 16 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:

61 A-R ________________________________________________________________

SUBJECT Authorize a public hearing to be held on June 26, 2013 to receive comments concerning the creation of City of Dallas Reinvestment Zone No. 81 located on the east side of the 4800 block of Mountain Creek Parkway, north of Merrifield Road in Dallas, Texas; and, at the close of the hearing, consideration of (1) an ordinance creating City of Dallas Reinvestment Zone No. 81; and (2) a 90 percent real property tax abatement for ten years with Mt. Creek Investments, Ltd. associated with construction of a two-phase speculative industrial/warehouse development with a combined total of 1,200,000 square feet - Financing: No cost consideration to the City BACKGROUND City staff has negotiated with Mt. Creek Investments, Ltd. regarding a two-phase speculative industrial/warehouse development project on the east side of the 4800 block of Mountain Creek Parkway, north of Merrifield Road in Dallas, Texas. Phase I of the project would consist of the construction of a 600,000 square foot industrial/warehouse that is expandable up to 900,000 square feet. Phase II would consist of the expansion of the building in Phase I up to 1,600,000 square feet, or a second separate building approximately 600,000 square feet. The proposed project will result in an estimated $20,000,000 in real property improvements. Mt. Creek Investments, Ltd. will invest a minimum of $10,000,000 in Phase I real property improvements by December 31, 2014 and a minimum of $10,000,000 in Phase II real property improvements by December 31, 2016. Mt. Creek Investments, Ltd. seeks City Council consideration of a real property tax abatement of 90 percent on the value of real property improvements for Phase I and Phase II for a period not to exceed ten (10) years on each. The tax abatement for each phase must begin on or before January 1, 2017.

BACKGROUND (Continued) The forgone revenue from the proposed tax abatement is $913,840. The ten-year net fiscal impact of the proposed development after incentives is $4,820,452 and a 20-year net fiscal impact of $13,245,223. The proposed project meets the minimum eligibility requirements of the Public/Private Partnership Program as adopted by the City Council in Resolution No. 12-1520 on June 13, 2012. ESTIMATED SCHEDULE OF THE PROJECT Begin Construction Substantial Completion

December 1, 2013 December 31, 2014

PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) This item is scheduled to be presented to the Economic Development Committee on June 3, 2013. FISCAL INFORMATION No cost consideration to the City OWNER Mt. Creek Investments, Ltd. Hank Akin, President MAP Attached.

Agenda Date 06/12/2013 - page 2

Mountain Creek Property

KIEST

EE M

14TH

TA IN

MERRIFIELD

303

DUNCANVILLE

BELT LINE

" ) 408

MOUNTAIN CREEK Dallas, TX 75287

RANCHERO

§ ¦ ¨ 20

CEDAR RIDGE

FM 1 38

CA M

D WI S

§ ¦ ¨ 20

WHEATLAN

UN IN TA CR EE K

DALLAS ECONOMIC DEVELOPMENT

Legend

Data Source

0.15 0.3

Miles 0.6

Dallas Area Roads Mountain Creek Development

Research & Information Division 214.670.1685 dallas-ecodev.org Created MM.DD.YY, Last Updated MM.DD.YY - FileName.ABC

CLARK

Freeway

Arterial

Highway

Local Road

COUNCIL CHAMBER

June 12, 2013 WHEREAS, the City recognizes the importance of its role in local economic development; and WHEREAS, by resolution approved on June 13, 2012, the City Council authorized the continuation of its participation in tax abatement and established the Public/Private Partnership Program Guidelines and Criteria governing tax abatement agreements to be entered into by the City as required by the Property Redevelopment and Tax Abatement Act, V.T.C.A. Tax Code, Chapter 312 (the "Act"); and WHEREAS, the City has determined that the area depicted on the metes and bounds description attached hereto as Exhibit A meets the criteria for a reinvestment zone under the Act; and WHEREAS, the Act further requires that prior to the adoption of the ordinance providing for the establishment of a reinvestment zone to promote development or redevelopment within such zone through the use of tax abatement as authorized by the Act, the City must hold a public hearing on the adoption of the proposed reinvestment zone and find that the improvements sought are feasible and practical and would be of benefit to the land to be included in the zone and to the community and provide interested persons the opportunity to speak and present evidence for or against the designation; and WHEREAS, the City desires by calling and holding such public hearing to provide a reasonable opportunity for any owner of property located within the proposed zone, any other taxing districts, and any other interested persons to speak for or against the creation of the proposed reinvestment zone or the inclusion of any property therein; and WHEREAS, the City Council desires to enter into a real property tax abatement agreement with Mt. Creek Investments, Ltd. to encourage a two-phase speculative industrial/warehouse development project on the east side of the 4800 block of Mountain Creek Parkway, north of Merrifield Road in Dallas, Texas. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That a public hearing shall be held at 1:00 P.M. on June 26, 2013, in the City Council Chambers, Dallas City Hall, 6th floor, 1500 Marilla Street, Dallas, Texas, at which time any interested person may appear and speak for or against the creation of Reinvestment Zone No. 81 for the purpose of granting a real property tax abatement agreement and at the close of the public hearing the City Council shall consider: (1) an ordinance creating City of Dallas Reinvestment Zone No. 81; and (2) a 90 percent real property tax abatement for ten years with Mt. Creek Investments, Ltd. for construction of a two-phase speculative industrial/warehouse development with a combined total of 1,200,000 square feet.

COUNCIL CHAMBER

EXHIBIT A MT. CREEK INVESTMENTS, LTD. TRACT DESCRIPTION OF PROPERTY SURVEYED DESCRIPTION, of a 94.072 acre tract of land situated in the John J. Blair Survey, Abstract No. 211, and the G. Ludwick Survey, Abstract No. 781, Dallas County, Texas and in City Block 211/6113, Official Numbers of the City of Dallas, Texas; said tract also being part of that certain tract of land described as "Tract 3" in Special Warranty Deed to Mt. Creek Investments, Ltd. recorded in Instrument No. 200900337340 of the Official Public Records of Dallas County, Texas; said 94.072 acre tract being more particularly described as follows: BEGINNING, at a 1/2-inch iron rod with "PACHECO KOCH" cap found for corner in the southeast right-of-way line of Mountain Creek Parkway (a variable width right-of-way, 100 feet wide at this point) and a northwest line of said Mt. Creek Investments tract; said point being the northernmost corner of that certain tract of land described as "Parcel IV" in Special Warranty Deed to Mountain Creek Business Park Association, Inc. recorded in Volume 2003009, Page 7341 of the Deed Records of Dallas County, Texas; said point also being North 19 degrees, 32 minutes, 14 seconds East, a distance of 48.00 feet from the north end of a right-of-way corner clip at the intersection of the said southeast line of Mountain Creek Parkway and the northeast right-of-way line of Merrifield Road (a 107-foot wide right-of-way); THENCE, North 19 degrees, 32 minutes, 14 seconds East, along the said southeast line of Mountain Creek Parkway, a distance of 472.71 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap found for corner; said point being the westernmost corner of that certain tract of land described as "Tract VII" in said Special Warranty Deed to Mountain Creek Business Park Association, Inc. recorded in Volume 2003009, Page 7341 of said Deed Records; THENCE, South 70 degrees, 27 minutes, 46 seconds East, departing the said southeast line of Mountain Creek Parkway and along the southwest line of said "Tract VII", a distance of 31.50 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap found for corner; said point being the southernmost corner of said "Tract VII"; THENCE, North 19 degrees, 32 minutes, 14 seconds East, along the southeast line of said "Tract VII", a distance of 54.00 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap found for corner; said point being the easternmost corner of said "Tract VII"; THENCE, North 70 degrees, 27 minutes, 46 seconds West, along the northeast line of said "Tract VII", a distance of 31.50 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap found for corner in the said southeast line of Mountain Creek Parkway; said point being the northernmost corner of said "Tract VII"; THENCE, along the said southeast line of Mountain Creek Parkway, the following three (3) calls: North 19 degrees, 32 minutes, 14 seconds East, a distance of 1626.04 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap found at the beginning of a tangent curve to the left;

In a northwesterly direction, along said curve to the left, having a central angle of 05 degrees, 47 minutes, 22 seconds, a radius of 1250.00 feet, a chord bearing and distance of North 16 degrees, 38 minutes, 33 seconds East, 126.25 feet, an arc distance of 126.31 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap found at the end of said curve; North 13 degrees, 44 minutes, 52 seconds East, a distance of 208.34 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap found for corner; said point being the southwesterly corner of that certain tract of land described in Special Warranty Deed to Mountain Creek Business Park Association, Inc. recorded in Instrument No. 20080070633 of said Official Public Records and the southwesterly corner of a 150-foot wide Floodway Easement recorded in Instrument No. 20080257115 of said Official Public Records; THENCE, North 79 degrees, 14 minutes, 55 seconds East, departing the said southeast line of Mountain Creek Parkway and along the southeast line of the last referenced Mountain Creek Business Park tract and the southeast line of said Floodway Easement, a distance of 1641.83 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap found for corner in the westerly line of that certain tract of land described in Substitute Trustee's Deed and Bill of Sale to GMR Finance, LLC recorded in Instrument No. 201300100428 of said Official Public Records; said point being the southeast corner of the last referenced Mt. Creek Business Park tract and the southeast corner of said Floodway Easement; THENCE, along the said westerly line of the GMR Finance tract, the following three (3) calls: South 10 degrees, 03 minutes, 07 seconds West, a distance of 341.16 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap found at the beginning of a tangent curve to the left; In a southerly direction, along said curve to the left, having a central angle of 38 degrees, 11 minutes, 32 seconds, a radius of 678.00 feet, a chord bearing and distance of South 09 degrees, 02 minutes, 39 seconds East, 443.62 feet, an arc distance of 451.94 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap found at the end of said curve; South 28 degrees, 08 minutes, 25 seconds East, a distance of 100.27 feet to a point for corner; said point being the northernmost corner of that certain tract of land described in General Warranty Deed to the City of Dallas, Texas recorded in Instrument No. 201200189522 of said Official Public Records; said point being the north corner of the northeast terminus of the future Merrifield Road and the beginning of a non-tangent curve to the left; THENCE, departing the said westerly line of the GMR tract and along the northwest and the west lines of the said City of Dallas tract (the future Merrifield Road) and along the north and northeast line of the existing Merrifield Road, the following four (4) calls: In a southwesterly direction and along said curve to the left, having a central angle of 41 degrees, 13 minutes, 08 seconds, a radius of 1453.50 feet, a chord bearing and distance of South 40 degrees, 08 minutes, 48 seconds West, 1023.25 feet, an arc distance of 1045.65 feet to a point at the end of said curve;

South 19 degrees, 32 minutes, 14 seconds West, a distance of 725.36 feet to a point at the beginning of a tangent curve to the right; In a southwesterly direction along said curve, having a central angle of 90 degrees, 00 minutes, 00 seconds, a radius of 896.50 feet, a chord bearing and distance of South 64 degrees, 32 minutes, 14 seconds West, 1267.84 feet, an arc distance of 1408.22 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap found at the end of said curve; North 70 degrees, 27 minutes, 46 seconds West, a distance of 417.23 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap found for corner; said point being the southernmost corner of said "Parcel IV"; THENCE, North 19 degrees, 32 minutes, 14 seconds East, departing the said northeast line of Merrifield Road and along the southeast line of said "Parcel IV", a distance of 22.00 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap found for corner; said point being the easternmost corner of said "Parcel IV"; THENCE, North 25 degrees, 27 minutes, 46 seconds West, along the southernmost northeast line of said "Parcel IV", a distance of 52.33 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap found for corner; said point being the northeasterly corner of said "Parcel IV"; THENCE, North 70 degrees, 27 minutes, 46 seconds West, along the northernmost northeast line of said "Parcel IV", a distance of 22.00 feet to the POINT OF BEGINNING; CONTAINING, 4,097,776 square feet or 94.072 acres of land, more or less.

Exhibit B: Mountain Creek Property

KIEST

EE M

14TH

TA IN

MERRIFIELD

303

DUNCANVILLE

BELT LINE

" ) 408

MOUNTAIN CREEK Dallas, TX 75287

RANCHERO

§ ¦ ¨ 20

CEDAR RIDGE

FM 1 38

CA M

D WI S

§ ¦ ¨ 20

WHEATLAN

UN IN TA CR EE K

DALLAS ECONOMIC DEVELOPMENT

Legend

Data Source

0.15 0.3

Miles 0.6

Dallas Area Roads Mountain Creek Development

Research & Information Division 214.670.1685 dallas-ecodev.org Created MM.DD.YY, Last Updated MM.DD.YY - FileName.ABC

CLARK

Freeway

Arterial

Highway

Local Road

AGENDA ITEM # 17 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:

45 E ________________________________________________________________

SUBJECT Authorize a Multiple Use Agreement with the Texas Department of Transportation (TXDOT) to cross underneath the IH-35E right-of-way to construct and maintain the Edison/Hi Line Sustainable Development Infrastructure Project â&#x20AC;&#x201C; Financing: No cost consideration to the City BACKGROUND In 2009, the North Central Texas Council of Governments (NCTCOG) Regional Transportation Council (RTC) allocated $41 million for their third Sustainable Development Program call for projects. Funding for this RTCâ&#x20AC;&#x2122;s Sustainable Development Program was provided by the State of Texas from surplus revenue from a SH 121 toll project pursuant to Chapter 228 of the Texas Transportation Code. The Sustainable Development (SD) Program is intended to promote development types that reduce the overall demand for transportation infrastructure and improve air quality. The call for projects was issued on March 24, 2009 and allowed for two types of project submissions: transportation infrastructure improvements and planning programs. The Edison/Hi Line Sustainable Development Infrastructure Project (Edison/HI Line project) was one of nine infrastructure projects selected and approved by the RTC on June 3, 2010 for $1,151,063 in Sustainable Development Program funds. On August 25, 2010, City Council approved Resolution No. 10-2152 supporting projects selected within the City of Dallas by the RTC, including the Edison/Hi Line project, and authorizing the City Manager to negotiate agreements with NCTCOG and private sector partners, where applicable. On January 25, 2012, City Council authorized agreements with the North Central Texas Council of Governments, the State of Texas, and Lower Oak Lawn Investment, LP for the Edison/Hi Line Sustainable Development Infrastructure Project by Resolution Nos. 12-0272 and 12-0273.

BACKGROUND (Continued) Those agreements have been executed; however, TXDOT is requiring a multiple use agreement for the portion of improvements that cross TXDOT right-of-way. The Edison/Hi Line project includes enhancements and upgrades to bicycle and pedestrian connections between the Dallas Design District and the Victory District. The improvements will help transportation linkages by increasing access and safety to rail transit (DART Victory Station) and City of Dallas trails (Katy Trail and Trinity Strand Trail), improve air quality and promote sustainable development. The related private vertical mixed-use development associated with the project has been completed at 1400 Hi Line and includes 314 residential units and 29,000 s.q. ft of ground floor retail space. The total Edison/Hi Line infrastructure project cost is $1,438,829; the Sustainable Development Program will reimburse 80% of the total project costs ($1,151,063) and requires a local match of 20% of the total project costs ($287,766). The 20% local match for the Edison/Hi Line project has been provided by Lower Oak Lawn Investment, LP (LOL) through the eligible expenditures for design and/or construction of the public improvements. LOL has provided upfront funding for remaining 80% of the project, to be reimbursed to LOL upon the completion of certain project milestones detailed in a development agreement with LOL and contingent upon the City’s receipt of funds from NCTCOG/State of Texas. The City of Dallas is working with LOL to administer design and manage the construction of this project. A portion of the project, the IH-35E “Stemmons Freeway” Underpass, is located within TXDOT right-of-way, and TXDOT requires a Multiple Use Agreement to authorize construction and delegate maintenance responsibilities to the City of Dallas. In turn, the City is entering into an operations and maintenance agreement with LOL for these enhanced improvements. This action will authorize a Multiple Use Agreement with TXDOT for construction of and delegation of maintenance for the Edison Hi Line Sustainable Development Infrastructure Project improvements through TXDOT right-of-way. ESTIMATED SCHEDULE OF PROJECT Began Design Completed Design

September 2011 April 2012

Begin Construction Complete Construction

June 2012 July 2013

Agenda Date 06/12/2013 - page 2

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On April 13, 2009, the Transportation and Environment Committee was briefed on the Regional Transportation Council Sustainable Development Program call for projects for 2009-2010. On September 15, 2009, the Transportation and Environment Committee was briefed on and endorsed the recommended project list. On August 10, 2010, a memo was submitted to the Transportation and Environment Committee regarding the resolution of support for the selected projects. On August 25, 2010, City Council authorized support for projects selected within the City of Dallas for the Regional Transportation Council Sustainable Development Program and authorizing the City Manager to negotiate agreements with NCTCOG and private sector partners, where applicable by Resolution No. 10-2152. On January 25, 2012, City Council authorized agreements with the North Central Texas Council of Governments, the State of Texas, and Lower Oak Lawn Investment, LP for the Edison/Hi Line Sustainable Development Infrastructure Project by Resolution Nos. 12-0272 and 12-0273. One June 3, 2013, a memo was submitted to the Economic Development Committee regarding a Multiple Use Agreement with the Texas Department of Transportation (TXDOT) to cross underneath the IH-35E right-of-way to construct and maintain the Edison/Hi Line Sustainable Development Infrastructure Project. FISCAL INFORMATION No cost consideration to the City MAP Attached.

Agenda Date 06/12/2013 - page 3

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Office of Economic Development December 2011

COUNCIL CHAMBER

June 12, 2013 WHEREAS, the Regional Transportation Council (RTC) is the regional transportation policy board of the North Central Texas Council of Governments (NCTCOG), and is a regional forum for cooperative decisions on transportation; and WHEREAS, pursuant to Chapter 228 of the Texas Transportation Code, the State of Texas provided surplus revenue from a SH 121 toll project to RTC for its Sustainable Development Program; and WHEREAS, the RTC approved $41.0 million for the 2009-2010 Sustainable Development Program call for projects; and WHEREAS, the City of Dallas issued a request for proposals to private developers and other organizations to solicit projects to submit to the RTCâ&#x20AC;&#x2122;s Sustainable Development call for projects; and WHEREAS, the City of Dallas submitted sixteen infrastructure, including the Edison/Hi Line Infrastructure Project, and seven planning projects to the RTCâ&#x20AC;&#x2122;s Sustainable Development Call for Projects; and WHEREAS, on June 3, 2010, the RTC approved $13,779,712 in Regional Toll Revenue (RTR) or Regional Transportation Council (RTC) local funds for nine infrastructure and three planning projects in the City of Dallas; and WHEREAS, the RTC awarded funding included $1,151,063 in RTR funds for the Edison/Hi Line Sustainable Development Infrastructure Project; and WHEREAS, the Sustainable Development Program required a minimum local match of 20% of the total project cost of $1,438,829, or $287,766, which was provided by Lower Oak Lawn Investment, LP (LOL); and WHEREAS, on August 25, 2010, the City Council authorized support for the Edison/Hi Line Sustainable Development Infrastructure Project and authorized the City Manager to negotiate agreements with NCTCOG and private sector partners by Resolution No. 10-2152; and WHEREAS, on January 25, 2012, City Council authorized agreements with the North Central Texas Council of Governments, the State of Texas, and Lower Oak Lawn Investment, LP (LOL) for the Edison/Hi Line Sustainable Development Infrastructure Project by Resolution Nos. 12-0272 and 12-0273; and WHEREAS, pursuant to Resolution No. 12-0273, the City is entering into an operations and maintenance agreement with LOL for these enhanced improvements; and

COUNCIL CHAMBER

June 12, 2013 WHEREAS, it is necessary to authorize a Multiple Use Agreement with the Texas Department of Transportation (TXDOT) in order to build and delegate maintenance responsibilities for the Edison/Hi Line Sustainable Development Streetscape Enhancement project, which crosses underneath TXDOT right-of-way at IH-35E. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the City Manager, upon approval as to the form by the City Attorneys Office, is hereby authorized to execute the Multiple Use Agreement with the Texas Department of Transportation (TXDOT) for the right to cross TXDOT right-of-way at IH-35E for the Edison/Hi Line Sustainable Development Infrastructure project and delegate maintenance responsibilities. 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.

AGENDA ITEM # 18 KEY FOCUS AREA:

Economic Vibrancy

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

2, 7 and 14

DEPARTMENT:

Office of Economic Development

CMO:

Ryan S. Evans, 670-3314

MAPSCO:

45 G 45 L 45 M 45 R 46 J and 46K ________________________________________________________________

SUBJECT Authorize (1) a public hearing to be held on August 14, 2013 to receive comments concerning the renewal of the Deep Ellum Public Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the Deep Ellum area, for the purpose of providing supplemental public services, to be funded by assessments on real property and real property improvements in the District and (2) at the clos of the hearing, a resolution approving creation of the District for seven years and approval of the Districtâ&#x20AC;&#x2122;s Service Plan for 2014-2020 - Financing: No cost consideration to the City BACKGROUND On April 1, 2012, Deep Ellum Foundation representing property owners of downtown area delivered to the City of Dallas a petition to renew the Deep Ellum Public Improvement District (District) in accordance with the parameters of Chapter 372 of the Texas Local Government Code. Deep Ellum PID was initially created in 1999 and renewed in 2006. The new boundary of the Deep Ellum PID has been increased to include the Planned Development District No. 269 and additional properties. City staff reviewed the petitions and determined that the owners of sixty percent (60%) of the property value and owners of sixty percent (60%) of the land area had signed the petitions for the renewal of the District. These benchmarks meet the minimum requirements set in the City of Dallas PID Policy for the City Council to consider creation of the District and exceed State requirements for sufficiency of the petition. Staff has also evaluated the service plan and recommended that the services be made as proposed by the proposed service plan and the plan is viable.

BACKGROUND (Continued) The Following table shows the details of the review: Deep Ellum PID Petition Review 1

Property Values 1

Area (SF) Record Owners

Total Accounts within the PID

$205,437,690

6,487,933

703

Accounts supporting PID renewal

$124,093,170

3,935,607

275

60.40%

60.66%

% Accounts supporting PID renewal

39.21%

1. Information is based on the City of Dallas GIS 2012 parcel data. 2. Minimum requirement for renewal/creation of a PID is 60% of value and 60% of all record Owners (or) 60% of land area The City desires, by the calling and holding of such public hearing, to provide a reasonable opportunity for any owner of property located within the District to speak for or against the renewal of the District for a special assessment against each property owner of record for real property and real property improvements, exclusive of right-of-way, to provide funding for the District for the purpose of providing supplemental services and improvements. The public improvement district is outlined in the following way: A.

Nature of the Services and Improvements. The purpose of the District is to supplement and enhance services within the District, but not to replace or supplant existing City services provided within the District. The general nature of the proposed services and improvements to be performed by the District includes graffiti control, landscaping, park improvements, trash pick, neighborhood improvements, acquisition, construction, operation and maintenance of mass transportation facilities, marketing and promotional activities, distinctive lighting and signage, business development and recruitment to promote the area as the Deep Ellum Entertainment District and related expenses incurred in establishing, administering and operating the District as authorized by the Act.

Estimated Cost of the Services and Improvements. The total estimated cost of services and improvements provided by the District for the seven year period is approximately two million four hundred ninety-nine thousand dollars ($2,499,000).

Agenda Date 06/12/2013 - page 2

BACKGROUND (Continued) The estimated average annual cost of services for the District is approximately three hundred fifty-seven thousand dollars (357,000). C.

Boundaries. The District is located wholly within the City of Dallas, Texas. The boundaries of the District are shown on the Map of the District. The new boundary of the Deep Ellum PID has been increased to include the Planned Development District No. 269 and additional properties as shown in the map.

Method of Assessment. The proposed method of assessment, which may specify included or excluded classes of assessable property, is based on the value of the real property and real property improvements as determined by the Dallas Central Appraisal District. The real property of jurisdictions and entities that have obtained an exemption from City of Dallas real property taxes pursuant to the Texas Property Code (except under the provisions of Sections 11.24 and 11.28 of the Property Tax Code) will not be subject to an assessment on that portion of the assessed value of the property exempt from City real property taxes. The estimated annual assessment rate for the next seven (7) years will be $0.12 per $100.00 of appraised value as determined by the Dallas Central Appraisal District. The annual assessment rate shall not exceed $0.15 per $100.00 valuation. The assessment rate will be reviewed and approved annually by the Dallas City Council and will be carried out in accordance with procedures stipulated in Chapter 372 of the Texas Local Government Code.

Apportionment of costs between the District and the Municipality as a Whole. The District shall pay the costs of the services and improvements by special assessment against the real property and real property improvements. The City of Dallas is not responsible for payment of assessment against exempt City property in the District. City right-of-way, railroad right-of-way, City parks and cemeteries are not specially benefitted and therefore are not subject to PID assessment. Payment of assessments by other exempt jurisdictions and entities must be established by contract.

District Management. The District shall be managed by the Deep Ellum Foundation, a private nonprofit corporation created under the provisions of Section 501(c)(3) of the Internal Revenue Code. The Dallas City Council will review and approve annually the service plan and assessment plan, determine and levy assessments and conduct other functions as required by the Act, and Deep Ellum Foundation will be responsible for management of the District.

Agenda Date 06/12/2013 - page 3

BACKGROUND (Continued) G.

Advisory Body. An advisory body may be established to develop and recommend an improvement plan to the governing body of the municipality.

District Dissolution. The District shall automatically dissolve at the end of th the calendar year following the seventh (7 ) anniversary of the date the District was established unless the District is renewed through the petition and approval process as provided by the Act. Additionally, a public hearing may be called for the purpose of dissolving the District if a petition requesting dissolution is filed with the Dallas City Secretary and the petition contains the signatures of at least enough property owners in the District to make the petition sufficient for the creation of a public improvement district as provided in Section 372.005(b) of the â&#x20AC;&#x153;Act.â&#x20AC;? If the District is dissolved, the District nonetheless shall remain liable for the payment of any indebtedness for the District.

The term of the District upon renewal is seven years (2014 to 2020). Pending approval, actual operations in the District will commence from January 01, 2014. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On August 25, 1999, City Council authorized the establishment of the Deep Ellum Public Improvement District by Resolution No. 99-2604. On August 9, 2006, City Council authorized a public hearing to be held on the renewal of the Deep Ellum Public Improvement District, closed that public hearing and authorized the renewal of the District by Resolution Nos. 06-2050 & 06-2051. On April 1, 2012, Deep Ellum Foundation representing property owners of downtown area delivered to the City of Dallas a petition to renew the Deep Ellum Public Improvement District (District). On June 3, 2013, a memo was submitted to the Economic Development Committee regarding the renewal of the Deep Ellum Public Improvement District. FISCAL INFORMATION No cost consideration to the City MAP Attached.

Agenda Date 06/12/2013 - page 4

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Deep Ellum PID Proposed Boundary Map

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DALLAS ECONOMIC DEVELOPMENT Area Redevelopment Division 214.670.1685 dallas-ecodev.org Created 05/20/2013

COUNCIL CHAMBER

June 12, 2013 WHEREAS, Chapter 372 of the Texas Local Government Code (the â&#x20AC;&#x153;Actâ&#x20AC;?) allows for the creation of public improvement districts; and WHEREAS, on April 1, 2013, Deep Ellum Foundation, representing homeowners of Deep Ellum area, delivered to the City of Dallas a petition to renew the Deep Ellum Public Improvement District in accordance with the parameters of Chapter 372 of the Texas Local Government Code, as shown on the attached Map of the District (Exhibit A). City staff reviewed the petition and determined the owners of more than 60 percent of the appraised value of the taxable real property liable for assessment, and more than 60 percent of the land area of all taxable real property liable for assessment within the District executed the petition, in accordance with the necessary thresholds for the City Council to consider creation of the District; and WHEREAS, on June 3, 2013, a memo was submitted to the Economic Development Committee regarding the renewal of the Deep Ellum Public Improvement District (PID); and WHEREAS, pursuant to Section 372.007 of the Act, the City staff, with the assistance of the Deep Ellum Foundation verified the petitions, evaluated the creation service plan to determine whether the services should be made as proposed by the proposed service plan and found the plan to be viable; and WHEREAS, the City desires by the calling and holding of such public hearing to provide a reasonable opportunity for any owner of property located within the District to speak for or against the renewal of the Deep Ellum Public Improvement District for a special assessment against each property owner of record for real property and real property improvements, exclusive of right-of-way, to provide funding for the District for the purpose of providing supplemental services and improvements. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That a public hearing shall be held at 1:00 p.m. on August 14, 2013, in the City Council Chambers, Dallas City Hall, 6th floor, 1500 Marilla Street, Dallas, Texas, at which time any interested person may appear and speak for or against the renewal of the Deep Ellum Public Improvement District (Exhibit A) providing for a special assessment against the property owners of record for real property and real property improvements, exclusive of rights-of-way, to provide funding for the District for the purpose of providing supplemental public services and public improvements (See Exhibits B and C).

COUNCIL CHAMBER

June 12, 2013 Section 2. That the facts and recitals contained in the preamble of this resolution are found and declared to be true and correct. Section 3. That such public hearing shall be published in the official newspaper of the City of Dallas and mailed to the property owners of the District before the 15th day before the public hearing. Section 4. That after the closing of the public hearing, the City Council may consider a resolution approving the creation of the Deep Ellum Public Improvement District providing for a special assessment against the property owners of record for real property and real property improvements, exclusive of rights-of-way, to provide funding for the District for the purpose of providing supplemental public services and public improvements, approving the Service Plan for 2014-2020, designating the Deep Ellum Foundation as the management entity of the District and providing an effective date. Section 5. 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 is accordingly so resolved.

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Deep Ellum PID Proposed Boundary Map Exhibit A

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DALLAS ECONOMIC DEVELOPMENT Area Redevelopment Division 214.670.1685 dallas-ecodev.org Created 05/20/2013

Exhibit B

DEEP ELLUM PUBLIC IMPROVEMENT DISTRICT Service Plan 2014 2020 2014

2015

2016

2017

2018

2019

2020

REVENUES AND RESERVES Fund balance from previous year

$25,000.00

$30,000.00

$35,150.00

$40,454.00

$45,917.50

$51,545.00

$57,341.50

$327,000.00

$337,000.00

$347,000.00

$357,000.00

$367,000.00

$377,000.00

$387,000.00

Interest on cash balances

$3,000.00

$3,090.00

$3,183.00

$3,278.00

$3,376.50

$3,478.00

$3,582.00

Other income and contributions

$2,000.00

$2,060.00

$2,121.00

$2,185.50

$2,251.00

$2,318.50

$2,388.00

TOTAL INCOME AND RESERVES

$357,000.00

$372,150.00

$387,454.00

$402,917.50

$418,545.00

$434,341.50

$450,311.50

$65,000.00

$68,000.00

$71,000.00

$74,000.00

$77,000.00

$80,000.00

$83,000.00

$40,000.00

$30,000.00

$123,000.00

$128,500.00

$134,000.00

$139,500.00

$145,000.00

$150,500.00

$156,000.00

$15,000.00

$48,000.00

$49,500.00

$51,000.00

$52,500.00

$54,000.00

$55,500.00

$57,000.00

$6,000.00

$327,000.00

$337,000.00

$347,000.00

$357,000.00

$367,000.00

$377,000.00

$387,000.00

$30,000.00

$35,150.00

$40,454.00

$45,917.50

$51,545.00

$57,341.50

$63,311.50

Net assessment revenue

EXPENDITURES Improvementsยน Transportation and related expenses

Business Development and Recruitment Marketing and Promotion Public Safety

Administration Financial audit and insurance TOTAL EXPENDITURES FUND BALANCE/RESERVES

* The DEID is authorized by the city council thru 2013. Expenses for 2014 thru 2020 are estimates pending successful renewal of the DEID in 2013 1. Graffiti control, landscaping, park improvements, trash pickup and neighborhood improvements 2. Acquisition, construction, operation and maintenance of mass transportation facilities and wayfinding signage 3. Business development and recruitment to promote the District as the Deep Ellum Entertainment District 4. Marketing, website, and other promotional activities 5. Distinctive lighting and signage

Deep Ellum Foundation 2630 E. Commerce Dallas, TX 75226

Exhibit C Deep Ellum Public Improvement District Assessment Plan

The cost of the services and improvements provided by the Deep Ellum Public Improvement District (DEPID) will be paid primarily by special assessments against property in the District. Annual assessments will be based on the total value of real property and improvements as certified by the Dallas Central Appraisal District. The estimated annual assessment rate for the next seven (7) years will be $0.12 per $100.00 of appraised value as determined by the Dallas Central Appraisal District. The annual assessment rate shall not exceed $0.15 per $100.00 valuation. The District shall pay the costs of the services and improvements by special assessment against the real property and real property improvements. The City of Dallas is not responsible for payment of assessment against exempt City property in the District. City right-of-way, railroad right-of-way, City parks and cemeteries are not specially benefitted and therefore are not subject to PID assessment. Payment of assessments by other exempt jurisdictions and entities must be established by contract. Deep Ellum PID assessments will be collected by Dallas County for the City of Dallas, in accordance with the management contract between the City of Dallas and The Deep Ellum Foundation.

AGENDA ITEM # 19 KEY FOCUS AREA:

Economic Vibrancy

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

DEPARTMENT:

Housing/Community Services

CMO:

Ryan S. Evans, 670-3314

MAPSCO:

65C ________________________________________________________________

SUBJECT Authorize (1) approval of the development plan submitted to the Dallas Housing Acquisition and Development Corporation by City Wide Community Development Corporation for the construction of affordable houses; (2) the sale of 5 vacant lots (list attached) from Dallas Housing Acquisition and Development Corporation to City Wide Community Development Corporation; and (3) execution of a release of lien for any non-tax liens on the 5 properties that may have been filed by the City non-tax liens included in the foreclosure judgment, pre-judgment non-tax liens not included in the judgment, and post-judgment non-tax liens, if any â&#x20AC;&#x201C; Financing: No cost consideration to the City BACKGROUND On June 18, 2003, Governor Perry signed the Urban Land Bank Demonstration Program Act. The Act allows the governing body of a municipality to adopt an Urban Land Bank Demonstration Program in which the officer charged with selling real property ordered sold pursuant to foreclosure of a tax lien may sell certain eligible real property by private sale to a land bank for the purpose of affordable housing developments. The City Council then established the Dallas Housing Acquisition and Development Corporation (DHADC or Land Bank) as its land bank for the purpose of acquiring, holding and transferring unimproved real property under Subtitle A, Title 12, Local Government Code, Chapter 379C on January 28, 2004. On September 17, 2012, the Housing Committee received a briefing regarding the Urban Land Bank Demonstration Program which outlined the process and status of the program. The areas targeted for acquisition to achieve the desired goals under the program were identified.

BACKGROUND (continued) City Wide Community Development Corporation (City Wide) has submitted a proposal and development plan to DHADC for 5 lots shown on the attached list. The DHADC Board has approved the development plan and sale, subject to City Council approval. This item will authorize City Council approval of the development plan submitted by City Wide to the City’s Land Bank, the sale of those lots from DHADC to City Wide and the release of lien for any non-tax liens that may have been filed by the City non-tax liens included in the foreclosure judgment, pre-judgment non-tax liens not included in the judgment and post-judgment non-tax liens, if any. The vacant lots were purchased by DHADC from a Sheriff’s sale pursuant to foreclosure of tax liens and any non-tax liens. DHADC’s Deed without Warranty to City Wide will contain a reverter that returns the property to DHADC if a construction permit is not applied for by City Wide and construction financing is not closed within three years of conveyance. City Wide will build affordable houses on the lots. The approximate square footage and sales prices of the houses will be 1,650 square feet and from $100,000 to $110,000. The lots will be deed restricted for sale to a low income family and will require at least 25 percent of the developed homes (0 in this proposal) to be sold to households with gross household incomes not greater than 60 percent of the Area Median Family Income (AMFI) as determined annually by HUD. A maximum of 30 percent of the developed homes (0 in this proposal) may be sold to households with gross incomes from 81 percent to 115 percent of the AMFI as determined annually by HUD. If 30% of the homes are sold to buyers at 81 percent to 115 percent of the AMFI, the remaining homes (5 in this proposal) will be sold to buyers below 81 percent of the AMFI and in compliance with the minimum 25 percent requirement to sell to buyers below 60 percent of the AMFI. DHADC will receive $23,715.37 for the sales price, as calculated from the 2012-13 Land Bank Plan approved by City Council. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On January 28, 2004, by Resolution No. 04-0458, the City Council established DHADC as its land bank for the purpose of acquiring, holding and transferring unimproved real property for the purpose of promoting the development of affordable housing as allowed under Chapter 379C of the Texas Local Government Code. On May 16, 2013, DHADC approved the development plan and sale of 5 lots from DHADC to City Wide Community Development Corporation. FISCAL INFORMATION No cost consideration to the City

Agenda Date 06/12/2013 - page 2

MAP Attached

Agenda Date 06/12/2013 - page 3

Land Bank (DHADC) Sale of Lots to City Wide Community Development Corporation Property Address 1. 2. 3. 4. 5.

3710 Opal 3714 Opal 3810 Opal 3816 Opal 3822 Opal

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Amount of Non-Tax Liens $ 5,352.39 $ 6,095.47 $ 20,463.95 $ 3,335.78 $ 2,950.52

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[MAPS CO 65C J

COUNCIL CHAMBER

June 12, 2013 WHEREAS, on January 28, 2004, the City Council established the Dallas Housing Acquisition and Development Corporation (DHADC) as its land bank for the purpose of acquiring, holding and transferring unimproved real property under Subtitle A, Title 12, Local Government Code, Chapter 379C; and WHEREAS, on August 11, 2010, the City Council authorized a new contract with DHADC for the provision of land bank services as set forth in the amended Program Statement for the Dallas Urban Land Bank Demonstration Program by Resolution No. 10-1952; and WHEREAS, City Wide Community Development Corporation (City Wide) submitted a proposal and development plan to DHADC for 5 lots shown on Exhibit “A” and the DHADC Board has approved the development plan and sale, subject to City Council approval; and WHEREAS, the City Council desires to approve the development plan shown on Exhibit “B” submitted by City Wide and authorize the sale of the said 5 lots from DHADC to City Wide to build affordable houses; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the development plan shown on Exhibit “B” submitted by City Wide and the sale of 5 lots shown on “Exhibit A” from DHADC to City Wide is approved. Section 2. That the City Manager, upon approval as to form by the City Attorney, is authorized to execute a release of lien for any non-tax liens that may have been filed by the City a release of lien for any non-tax liens included in the foreclosure judgment, pre-judgment non-tax liens not included in the judgment and any non-tax liens that may have been filed by the City post-judgment on the lots shown on “Exhibit A”. 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.

TOTAL

PARCEL NUMBER

t\dJ.itioo

l.ol I. 1101•""' Addruon Blo.;k5 4HS

J8'2Z OpaJ

H'"

U.1 J, II Oh

3816 Opal

Olod.H'H

l.iJil, lldl> .... AdJIIIOII

3810 Opal

lui II ' c.:l) !>ubdh·isoon Olod,4101

37 14 Opal

150 th·P8 ft ri'ICrl5 Ok>...k 4101

3710 Opal

STREET ADDRESS LEGAL DESCRIPTION

Wide ('ommurul)- ()c.cbpmcnr C'orponorioo

C'll) \\ 'ide C't>IMlUJUI) fkvcll>jlm<'nt

C'ny WJ.lc C'onumm1l)' l>e.dopman\orp>nllloo

Cily \Vide CornmW>il) '"" clopnmt C'orpom1011

C'i!)' Wid!: Cc>nunw1il) Dc>clop!11<!111 l"OfliOI'lhO!I

QUALIFIED PURCHASER

LAND BANK PROPERTY

EXHIBIT "A"

OF UNITS

$23,715.37

$4,908 . 10

SUIOOO

$4,NS .OO

SUJS.OO

SALE AMOUNT

EXHIBIT B SECTION II: DEVELOPMENT PLAN .\.DESCRIPTION OF THE LAND REQUESTED FOR DEVELOPMENT (I)

Number of lots requested in this

(2)

Land Bank name for this parcel of lots.

_ _ __ _ _ _ _ _ _ _ __

(3) Provide the property address and legal description of the land requested (attach extra sheets if necessary) (the '"Property''). -SEE ATTACH-

B. DESCRIPTION OF PROPOSED HOUSES ENTITY WILL CONSTRUCT ;\t least 25% of the Land Bank properties sold during any given fiscal year to be developed shall be deed restricted for sale to households with gross annual incomes not greater than 60% of AMFI. No more than 30% of the Land Bank properties sold during any given fiscal year to be developed shall be deed restricted for sale to households with gross annual incomes between 81% and 115% of AMFI. (At least 70% of the Land Bank properties sold during any fiscal year to be developed shall be deed restricted for sale to households with gross annual incomes at 80% AMFI or less.)

Single Family Home (to be sold to low income households at 60% or less of AMFI): Number of homes to be built on lots - - - - Square Footage of each h o m e 路路 - - - - - - Number of Bedrooms/Baths in each home I- - - Number of Garages _ _ Number of Carports _ _ Detached _ _ Attached __ Type of Exterior Veneer Which sides _ _ _ _ _ _ __ Your Sales Price ranges without Subsidies to Qualified Low Income Buyer _ _ _ _ _ __

Single Family Home (to be sold to low income households at 80% or less of AMFI): Number of homes to be built on lots 5- - Square Footage of each home _I _ _ _ _ _ __ Number of Bedrooms/Baths in each home ___ ] __/ =2_ __ Number ofGarages_l_ Number of Carports _ _ Detached _ _ Attached Type of Exterior Veneer Brick Which sides ____4'-------Your Sales Price ranges without Subsidies to Qualified Low Income Buyer_$! 00- $110,000

Single Family Home (to be sold to low income households between 81% and 115% of AMFI): Number of homes to be built on lots - - - - Square Footage of each home _ _ _ _ _ _ __ Number of Bedrooms/Baths in each home I- - - Number of Garages _ _ Number of Carports __ Detached _ _ Attached __ Type of Exterior Veneer Which sides _ _ _ _ _ _ _ __ Your Sales Price ranges without Subsidies to Qualified Low Income Buyer _ _ _ _ __

Attach extra sheet(s) breaking out above information for each different model of home. PROVIDE FLOOR PLANS AND ELEVATIONS.

C. CONSTRUCTION TIMET ABLE

State the number of days it will take you to complete construction and sale of improved Property from the date of obtaining the executed deed from DHADC. Attach a schedule, if you desire. The deed conveying property sold by OHADC will include a right of reverter so that if the Entity does not apply for a construction permit and close on any construction financing within a two year period following the date of conveyance of the property from the DHADC to the Entity, the property will revert to the DHADC for -;ubsequent resale. Commencement of Construction _547 _ _ days Completion of Construction I 080 days Sale of first affordable housing unit to low income households _llQ_ _ days Sale of last affordable unit to low income households _I _ _ _ days

AGENDA ITEM # 20 KEY FOCUS AREA:

Economic Vibrancy

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

DEPARTMENT:

Housing/Community Services

CMO:

Ryan S. Evans, 670-3314

MAPSCO:

46K ________________________________________________________________

SUBJECT Authorize (1) approval of the development plan submitted to the Dallas Housing Acquisition and Development Corporation by East Dallas Community Organization for the construction of affordable houses; (2) the sale of 2 vacant lots (list attached) from Dallas Housing Acquisition and Development Corporation to East Dallas Community Organization; and (3) execution of a release of lien for any non-tax liens on the 2 properties that may have been filed by the City non-tax liens included in the foreclosure judgment, pre-judgment non-tax liens not included in the judgment, and post-judgment non-tax liens, if any â&#x20AC;&#x201C; Financing: No cost consideration to the City BACKGROUND On June 18, 2003, Governor Perry signed the Urban Land Bank Demonstration Program Act. The Act allows the governing body of a municipality to adopt an Urban Land Bank Demonstration Program in which the officer charged with selling real property ordered sold pursuant to foreclosure of a tax lien may sell certain eligible real property by private sale to a land bank for the purpose of affordable housing developments. The City Council then established the Dallas Housing Acquisition and Development Corporation (DHADC or Land Bank) as its land bank for the purpose of acquiring, holding and transferring unimproved real property under Subtitle A, Title 12, Local Government Code, Chapter 379C on January 28, 2004. On September 17, 2012, the Housing Committee received a briefing regarding the Urban Land Bank Demonstration Program which outlined the process and status of the program. The areas targeted for acquisition to achieve the desired goals under the program were identified.

BACKGROUND (continued) East Dallas Community Organization (EDCO) has submitted a proposal and development plan to DHADC for 2 lots shown on the attached list. The DHADC Board has approved the development plan and sale, subject to City Council approval. This item will authorize City Council approval of the development plan submitted by EDCO to the City’s Land Bank, the sale of those lots from DHADC to EDCO and the release of lien for any non-tax liens that may have been filed by the City non-tax liens included in the foreclosure judgment, pre-judgment non-tax liens not included in the judgment and post-judgment non-tax liens, if any. The vacant lots were purchased by DHADC from a Sheriff’s sale pursuant to foreclosure of tax liens and any non-tax liens. DHADC’s Deed without Warranty to EDCO will contain a reverter that returns the property to DHADC if a construction permit is not applied for by EDCO and construction financing is not closed within three years of conveyance. EDCO will build affordable houses on the lots. The approximate square footage and sales prices of the houses will be 1,250 square feet and from $110,000 to $115,000. The lots will be deed restricted for sale to a low income family and will require at least 25 percent of the developed homes (0 in this proposal) to be sold to households with gross household incomes not greater than 60 percent of the Area Median Family Income (AMFI) as determined annually by HUD. A maximum of 30 percent of the developed homes (0 in this proposal) may be sold to households with gross incomes from 81 percent to 115 percent of the AMFI as determined annually by HUD. If 30% of the homes are sold to buyers at 81 percent to 115 percent of the AMFI, the remaining homes (2 in this proposal) will be sold to buyers below 81 percent of the AMFI and in compliance with the minimum 25 percent requirement to sell to buyers below 60 percent of the AMFI. DHADC will receive $10,355.00 for the sales price, as calculated from the 2012-13 Land Bank Plan approved by City Council. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On January 28, 2004, by Resolution No. 04-0458, the City Council established DHADC as its land bank for the purpose of acquiring, holding and transferring unimproved real property for the purpose of promoting the development of affordable housing as allowed under Chapter 379C of the Texas Local Government Code. On May 16, 2013, DHADC approved the development plan and sale of 2 lots from DHADC to East Dallas Community Organization. FISCAL INFORMATION No cost consideration to the City

Agenda Date 06/12/2013 - page 2

MAP Attached

Agenda Date 06/12/2013 - page 3

Land Bank (DHADC) Sale of Lots to East Dallas Community Organization Property Address 1. 4529 Garland 2. 4531 Garland

Mapsco 46K 46K

Amount of Non-Tax Liens $23,952.91 $24,691.08

[MAPSCO 46KJ

COUNCIL CHAMBER

June 12, 2013 WHEREAS, on January 28, 2004, the City Council established the Dallas Housing Acquisition and Development Corporation (DHADC) as its land bank for the purpose of acquiring, holding and transferring unimproved real property under Subtitle A, Title 12, Local Government Code, Chapter 379C; and WHEREAS, on August 11, 2010, the City Council authorized a new contract with DHADC for the provision of land bank services as set forth in the amended Program Statement for the Dallas Urban Land Bank Demonstration Program by Resolution No. 10-1952; and WHEREAS, East Dallas Community Organization (EDCO) submitted a proposal and development plan to DHADC for 2 lots shown on Exhibit “A” and the DHADC Board has approved the development plan and sale, subject to City Council approval; and WHEREAS, the City Council desires to approve the development plan shown on Exhibit “B” submitted by EDCO and authorize the sale of the said 2 lots from DHADC to EDCO to build affordable houses; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the development plan shown on Exhibit “B” submitted by EDCO and the sale of 2 lots shown on “Exhibit A” from DHADC to EDCO is approved. Section 2. That the City Manager, upon approval as to form by the City Attorney, is authorized to execute a release of lien for any non-tax liens that may have been filed by the City a release of lien for any non-tax liens included in the foreclosure judgment, pre-judgment non-tax liens not included in the judgment and any non-tax liens that may have been filed by the City post-judgment on the lots shown on “Exhibit A”. 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.

TOT

Ll>l

Bknhcun Ma.:c Alidlloon 0 lOS

4531 Garland

0 IUS

Lot IS. Rl..nhcun Pla.:e Addition

l,:a.ql)aJba C'ommurul)

VllllCIII

I路.A<l 01111.'1> {路..,mmunn)' OrganirllhM

EXHIBIT "A"

10.355.00

()()

SS.l60.00

EXHIBIT B >;ECTION ll: DEYELOPMENT PL\N

.\.DESCRIPTION OF THE LAND REQliESTED FOR

Garlanrj Avenue

\I Pnn iJI." th.: rrnpt:Ity aJJr.:s-. and r the: ·Pmp.:rtv").

l 1

---

f the Ltnd rL'qth:,t..:J ( ,lttach <.'.\Ira \hcct\ tl ncc-.·ssaJ \ I ·

Avenue. Btk 011058 lt I 5

-1529

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

-1!-ljl Garlan•jA,.enye: Btk Dt1058U

B. DESCRIPTION OF PROPOSED HOliSES ENTITY WILL CONSTRllCT At ka,t 25CC the Land B:mk :-olJ Juring :my given t),cal tn b-e JcvdPpt'J sh:1l I 1->L' .-c-.trid.:d tilf s:1le to with gros' annuJ.IIl1L''-'l11C:-> not greater th;J.n 60'1- c't AMH. No tlun , •f thl' Lwd B.mk any given fiscal year to de' ._.j, •ped -.h.:tll t>.: Jcc:J l<>i :-ak tn householJs with annual incomo h:l\\>e.:n anJ IIY; ,,f AMH. tAt 7()'[ ,,, the I .mJ f3ank rrofk'rlll."s ,,_,JJ Junng .my tiscJ.l to dt:velopt>d bt: deed rc,ui..:tcd fLlf s.:tlc to with .mnual ;u AMFil•r kss. l

Single

Home 1to he sold to low income households at oO'k or less of .-\MFI ): '-iumhcr ,,f tu ht> hutlt t'n luts _ __ Square Footage;> of cac.:h home - - - - - - - - - Numh.:r B«::>JrP,•m:-IA.-llhs in .:ac.:h ______; _____ Numbt:r ,,f Garag.::- _____ Numbt:r ,)t C.:up'"•rt-. _ _ D-.·t.t ... hcd _ _ Atta..:ht'd Tyr'-' ,,f v.:nt't'J __ Whid1 ___________ y, >ur Salt:-. Pn.:e \\ ttlwut Su/.1:-hJi.:s t,' <)u;.11i fi._·d 1.<)\\ 11 u: er _ __

Single Family Home (to he sold to low income households at

S()C!c

or less of :\MFH:

\lumbl:!'r hum.::-. I<J he huiltnn luts 2 'iquan: F ..)otagt' of lwrnc __la.....:..J'>..,.O.________ Number ,,t Bt>Jroums!B:.llhs tn ca.:h humt> __)_'____ __ Number ,,f Uaragt'" __ 1 _Number ,,f C11p1'11s _ _ _ _ Attached x pl." uf Exterior V.:n ..·cr Hardt s1dmg Which '-!des -----':l.IL-'{,,ur Saks Pri ...·c without Suh,tdie-. t•• (ju;.llifiL·d f.,_,w lncurn;: :StlO nno 10

"'inule

Home t to he .;old to low income households heh'H't'n ,'i l t,(

out ahm·e infonnation for c:Jch differt>nt model of home.

PROVIDE FLOOR PL\NS AND ELEVATIONS.

ono

115'¥- of \;\lfl l:

Square uf each ht'ITIC - - - - - - - - \Jumba ._,f in !Will<: _ _ _ _ _ / Numh.:r l'f _ _ :--Jumher uf C;.lrr'-'11'- __ ·\lt;td1ed T\pt: ,_if Exterinr V.:net:J _ Wh1ch Y,•ur Sak:- Pri ...·.: \Vithuut Suh,iJJ<:.'' ''' !Ju.tllflcd l.c•w Inc• !filL" f3uycr _ _

.\ttach extra

$115

_-·-··· ___ _

C. CONSTRUCTION TL."'ETABLE State the number of days it will take you to complete construction and sale of improved Property trom the date of obtaining the executed deed from DHADC. Attach a schedule. if you desire. The deed conveying property sold by DHADC will include a right of reverter so that if the Entity does not apply for a constmction permit and close on any construction financing within a two year period tollowing the date of conveyance of the property from the DHADC to the Entity, the property will revert to the DHADC tor subsequent resale. Commencement of Construction 30 days Completion of Construction 120 days Sale of first affordable housing unit to low income households Sale of last affordable unit to low income households ___:.::;::.. 150

150

___ days

days

AGENDA ITEM # 21 KEY FOCUS AREA:

Economic Vibrancy

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

DEPARTMENT:

Housing/Community Services

CMO:

Ryan S. Evans, 670-3314

MAPSCO:

46U ________________________________________________________________

SUBJECT Authorize (1) approval of the development plan submitted to the Dallas Housing Acquisition and Development Corporation by South Dallas Fair Park/Innercity Community Development Corporation for the construction of affordable houses; (2) the sale of 2 vacant lots (list attached) from Dallas Housing Acquisition and Development Corporation to South Dallas Fair Park/Innercity Community Development Corporation; and (3) execution of a release of lien for any non-tax liens on the 2 properties that may have been filed by the City non-tax liens included in the foreclosure judgment, pre-judgment non-tax liens not included in the judgment, and post-judgment non-tax liens, if any â&#x20AC;&#x201C; Financing: No cost consideration to the City BACKGROUND On June 18, 2003, Governor Perry signed the Urban Land Bank Demonstration Program Act. The Act allows the governing body of a municipality to adopt an Urban Land Bank Demonstration Program in which the officer charged with selling real property ordered sold pursuant to foreclosure of a tax lien may sell certain eligible real property by private sale to a land bank for the purpose of affordable housing developments. The City Council then established the Dallas Housing Acquisition and Development Corporation (DHADC or Land Bank) as its land bank for the purpose of acquiring, holding and transferring unimproved real property under Subtitle A, Title 12, Local Government Code, Chapter 379C on January 28, 2004. On September 17, 2012, the Housing Committee received a briefing regarding the Urban Land Bank Demonstration Program which outlined the process and status of the program. The areas targeted for acquisition to achieve the desired goals under the program were identified.

BACKGROUND (continued) South Dallas Fair Park/Innercity Community Development Corporation (ICDC) has submitted a proposal and development plan to DHADC for 2 lots shown on the attached list. The DHADC Board has approved the development plan and sale, subject to City Council approval. This item will authorize City Council approval of the development plan submitted by ICDC to the City’s Land Bank, the sale of those lots from DHADC to ICDC and the release of lien for any non-tax liens that may have been filed by the City non-tax liens included in the foreclosure judgment, pre-judgment non-tax liens not included in the judgment and post-judgment non-tax liens, if any. The vacant lots were purchased by DHADC from a Sheriff’s sale pursuant to foreclosure of tax liens and any non-tax liens. DHADC’s Deed without Warranty to ICDC will contain a reverter that returns the property to DHADC if a construction permit is not applied for by ICDC and construction financing is not closed within three years of conveyance. ICDC will build affordable houses on the lots. The approximate square footage and sales prices of the houses will be 1,350 square feet and from $95,000 to $100,000. The lots will be deed restricted for sale to a low income family and will require at least 25 percent of the developed homes (0 in this proposal) to be sold to households with gross household incomes not greater than 60 percent of the Area Median Family Income (AMFI) as determined annually by HUD. A maximum of 30 percent of the developed homes (0 in this proposal) may be sold to households with gross incomes from 81 percent to 115 percent of the AMFI as determined annually by HUD. If 30% of the homes are sold to buyers at 81 percent to 115 percent of the AMFI, the remaining homes (2 in this proposal) will be sold to buyers below 81 percent of the AMFI and in compliance with the minimum 25 percent requirement to sell to buyers below 60 percent of the AMFI. DHADC will receive $9,308.18 for the sales price, as calculated from the 2012-13 Land Bank Plan approved by City Council. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On January 28, 2004, by Resolution No. 04-0458, the City Council established DHADC as its land bank for the purpose of acquiring, holding and transferring unimproved real property for the purpose of promoting the development of affordable housing as allowed under Chapter 379C of the Texas Local Government Code. On May 16, 2013, DHADC approved the development plan and sale of 2 lots from DHADC to South Dallas Fair Park/Innercity Community Development Corporation. FISCAL INFORMATION No cost consideration to the City

Agenda Date 06/12/2013 - page 2

MAP Attached

Agenda Date 06/12/2013 - page 3

Land Bank (DHADC) Sale of Lots to South Dallas Fair Park/Innercity Community Development Corporation Property Address 1. 3622 Meadow 2. 3624 Meadow

Mapsco 46U 46U

Amount of Non-Tax Liens $6,214.61 $5,287.14

[MAPSCO 46U j

COUNCIL CHAMBER

June 12, 2013 WHEREAS, on January 28, 2004, the City Council established the Dallas Housing Acquisition and Development Corporation (DHADC) as its land bank for the purpose of acquiring, holding and transferring unimproved real property under Subtitle A, Title 12, Local Government Code, Chapter 379C; and WHEREAS, on August 11, 2010, the City Council authorized a new contract with DHADC for the provision of land bank services as set forth in the amended Program Statement for the Dallas Urban Land Bank Demonstration Program by Resolution No. 10-1952; and WHEREAS, South Dallas Fair Park/Innercity Community Development Corporation (ICDC) submitted a proposal and development plan to DHADC for 2 lots shown on Exhibit “A” and the DHADC Board has approved the development plan and sale, subject to City Council approval; and WHEREAS, the City Council desires to approve the development plan shown on Exhibit “B” submitted by ICDC and authorize the sale of the said 2 lots from DHADC to ICDC to build affordable houses; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the development plan shown on Exhibit “B” submitted by ICDC and the sale of 2 lots shown on “Exhibit A” from DHADC to ICDC is approved. Section 2. That the City Manager, upon approval as to form by the City Attorney, is authorized to execute a release of lien for any non-tax liens that may have been filed by the City a release of lien for any non-tax liens included in the foreclosure judgment, pre-judgment non-tax liens not included in the judgment and any non-tax liens that may have been filed by the City post-judgment on the lots shown on “Exhibit A”. 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.

TOTAL

PARCEL NUMBER

LN 7. !I !:> Langs 031rn uod Addnron Olock I 1!-11

3624 Meado\1

Loti!. S l> Lanp Oakv.ood Alldrhon Blo.::t.l 1.541

3622 l\leado"

- - ---

STREET ADDRESS LEGAL DESCRIPTION

··

·--

South Dallm) h.ar P.ut lnn.:n:il') Cummwul) f>e..clnrmcnl Corpon1110n

CO<p\)nltwn

Soulh Dalla.1 Fair Parl.lnncn:.ty lommuml) O.:•cl.>pmcnl

QUALIFIED PURCHASER

LAND BANK PROPERTY

EXHIBIT "A"

NUMBER OF ROMEOW;\'ER UNITS

$9.308.18

S-1 79.5 00

SALE AMOUNT

SECTION fi: DEVELOPMENT

EXHIBIT B

A. DESCRIPTION OF THE LAND REQUESTED FOR DEVELOPMENT (1) Number of lots requested in this proposal. _"""'......_,:Z""'-----

(2) Land Bank name for this parcel of Jots. (3) Provide the property address and legal description of the land requested (attach extra sheets if necessary) (the "Property").

B. DESCRIPTION O.F PROPOSED HOUSES ENTITY WILL CONSTRUCT At least 25% of the Land Bank properties sold during any given fiscal year to be developed shall be deed restricted for sale to households with gross annual incomes not greater than 60% of AMFI. No more than 30% of the Land Bank properties sold during any given fiscal year to be developed shaH be deed restricted for sale to households with gross annual incomes between 81% and J 15% of AMFI. (At least 70% of the Land Bank properties sold during any t1scal year to be developed shall be deed restricted for sale to households with gross annual incomes at 80% AMFI or less.) Single Family Home (to be sold to low income households at 60째/o or less of AMFI):

-----

Number of homes to be built on lots Square Footage of each h o m e - - - - - - Number of Bedrooms/Baths in each home ---Number of Garages__ Number of Carports __ Detached __ Attached __ Type of Exterior Veneer Which sides Your Sales Price ranges without Subsidies to Qualified Low lncome Buyer_ _ _ _ __ Single Family Home (to be sold to low income households at 80% or Jess of AMFI): Number of homes to be built on lots 2. Square Footage of each home 3o:...c:..S,::;o;,._.,_ __ Number of Bedrooms/Baths in eieh home .3 1__.2........__ _ Number of Garages_(_ Nwnber of Carports _ Detached __ Attached .JL_ Type of Exterior Veneer HAJ!\b 1 Which sides ______ Your Sales Price ranges without Subsidies to Qualified Low Income Buyer!B9s-!o01< Single Family Home (to be sold to low income households between 81% and US% of AMF1): Number of homes to be built on lots ----Square Footage of each h o m e - - - - - - Number of Bedrooms/Baths in each home I Number of Garages__ Number of Carports_ Detached __ Attached __ Type of Exterior Veneer Which s i d e s - - - - - - - Your Sales Price ranges without Subsidies to Qualitied Low Income Buyer

------

Attach extra sbeet(s) breaking out above information for each ditTerent model of home. PROVIDE FLOOR PLANS AND ELEVATIONS.

C. CONSTRUCTION TIMETABLE

State the number of days it will take you to complete construction and sale of improvt:d Property trom the The deed conveying date of obtaining the executed deed from DHADC. Attach a schedule, if you property sold by DHADC will include a right of reverter so that if the Entity does not apply for a construction permit and close on any construction financing within a two year period following the date of conveyance of the property from the DHADC to the the property will revert to the DHADC for subsequent resale.

Q days Commencement of Construction of Construction 9 (> days Sale of first aftordable housing unit to low income households ..._'!\ D days Sale of last aftordable unit to low income households days \'\

AGENDA ITEM # 22 KEY FOCUS AREA:

Economic Vibrancy

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

DEPARTMENT:

Housing/Community Services

CMO:

Ryan S. Evans, 670-3314

MAPSCO:

45 54 55 ________________________________________________________________

SUBJECT Authorize the expansion of the Oak Cliff-Marsalis Neighborhood Investment Program th target area to include the 200 block of West 7 Street for street and streetscape, and gateway improvements to the Bishop Arts District - Financing: No cost consideration to the City BACKGROUND On February 26, 2003, the City Council approved the Neighborhood Investment Program (NIP) to focus and leverage housing and other city resources in designated Community Development Block Grant (CDBG) target areas/neighborhoods. Five census tracts including CT 101.01 (West Dallas), CT 25.00 (South Dallas/Jubilee), CT 39.02 (South Dallas/Ideal), CT 49.00 (Oak Cliff) and CT 89.00 (Oak Cliff), were designated as NIP target areas for a two-year period, beginning October 1, 2003. On September 24, 2008, the City Council voted to re-designate three existing NIP target areas, including CT’s 101.01 and 101.02 (West Dallas), CT’s 25.00, 27.01, and 27.02 (South Dallas/Jubilee-Frazier), and CT’s 39.02 and 115.00 (part) (South Dallas/Ideal-Rochester Park), and designate two new NIP target areas including CT’s 55.00 (part), 57.00, 87.04 (part), 87.05 (part), 88.01 (part), 88.02 (part), 113.00 (part), and 114.01 (part) (Lancaster Corridor) and CT’s 20.00 (part) and 48.00 (part) (Oak Cliff-Marsalis) for a two-year period, beginning October 1, 2008. On June 22, 2011, the City Council voted to expand the Oak Cliff-Marsalis th Neighborhood Investment Program target area to include the 500 block of East 8 Street to the 300 block of West Davis Street, including CT’s 42.01 (part) and 47.00 (part) for gateway improvements to the Bishop Arts District.

BACKGROUND (Continued) On November 14, 2012, the City Council voted to redesignate CT’s 25.00, 27.01, and 27.02 (South Dallas/Jubilee-Frazier), CT’s 101.01 and 101.02 (West Dallas), CT’s 39.02 and 115.00 (part) (South Dallas/Ideal-Rochester Park), CT’s 55.00 (part), 57.00, 87.04 (part), 87.05 (part), 88.01 (part), 88.02 (part), 113.00 (part), and 114.01 (part) (Lancaster Corridor) and CT’s 20.00 (part), 48.00 (part), 42.01 (part) and 47.00 (part) (Oak Cliff-Marsalis) as Neighborhood Investment Program target areas for a minimum of two years, beginning October 1, 2012. This City Council action will expand the existing Oak Cliff-Marsalis target area boundary th to include the 200 block of West 7 Street, allowing for street and streetscape, and gateway improvements to the burgeoning Bishop Arts District. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On February 26, 2003, the City Council approved selection criteria that designated certain census tracts (CT 25.00, CT 39.02, CT 101.01, CT 49.00 and CT 89.00) as NIP target areas for a two-year period, beginning October 1, 2003, by Resolution No. 03-0830. On September 24, 2008, the City Council voted to re-designate three existing NIP target areas, including CT’s 101.01, and 101.02 (West Dallas), CT’s 25.00, 27.01, and 27.02 (South Dallas/Jubilee-Frazier), and CT’s 39.02 and 115.00 (part) (South Dallas/Ideal-Rochester Park), and designate two new NIP target areas including CT’s 55.00 (part), 57.00, 87.04 (part), 87.05 (part), 88.01 (part), 88.02 (part), 113.00 (part), and 114.01 (part) (Lancaster Corridor) and CT’s 20.00 (part) and 48.00 (part) (Oak Cliff-Marsalis) for a two-year period, beginning October 1, 2008, by Resolution No. 08-2559. On June 22, 2011, the City Council voted to expand the Oak Cliff-Marsalis th Neighborhood Investment Program target area to include the 500 block of East 8 Street to the 300 block of West Davis Street, including CT’s 42.01 (part) and 47.00 (part) for gateway improvements to the Bishop Arts District by Resolution No. 11-1676.

Agenda Date 06/12/2013 - page 2

PRIOR ACTION/REVIEW (Council, Boards, Commissions) (continued) On November 14, 2012, the City Council voted to redesignate CT’s 25.00, 27.01, and 27.02 (South Dallas/Jubilee-Frazier), CT’s 101.01 and 101.02 (West Dallas), CT’s 39.02 and 115.00 (part) (South Dallas/Ideal-Rochester Park), CT’s 55.00 (part), 57.00, 87.04 (part), 87.05 (part), 88.01 (part), 88.02 (part), 113.00 (part), and 114.01 (part) (Lancaster Corridor) and CT’s 20.00 (part), 48.00 (part), 42.01 (part) and 47.00 (part) (Oak Cliff-Marsalis) as Neighborhood Investment Program target areas for a minimum of two years, beginning October 1, 2012, by Resolution No. 12-2735. On June 3, 2012, the Housing Committee was provided a briefing memorandum on the th proposed target area expansion to include the 200 block of West 7 Street. FISCAL INFORMATION No cost consideration to the City. MAP(S) Attached

Agenda Date 06/12/2013 - page 3

Neighborhood Investment Program Oak Clift/Marsalis Target Area Expansion (200 Block of W. 7th Street)

COMALST

"" % DALE ST

1...J

8TH ST

a: t=:e>-t

CHURCH ST

11TH ST

0 162.5 325

650

975

1.300

-=:.c.-=:==:..â&#x20AC;˘ Feet

::!;::_

\t{J

COUNCIL CHAMBER

June 12, 2013 WHEREAS, the City of Dallas desires to provide street and streetscape, and gateway improvements to the Bishop Arts District; and WHEREAS, on February 26, 2003, by Resolution No. 03-0830, the City Council approved a selection criteria that designated certain census tracts (CT 25.00, CT 39.02, CT 101.01, CT 49.00 and CT 89.00) as NIP target areas for a two year period, beginning October 1, 2003; and WHEREAS, on September 24, 2008, by Resolution No. 08-2559, the City Council voted to re-designate three existing NIP target areas, including CT’s 101.01 and 101.02 (West Dallas), CT’s 25.00, 27.01, and 27.02 (South Dallas/Jubilee-Frazier), and CT’s 39.02 and 115.00 (part) (South Dallas/Ideal-Rochester Park); and designate two new NIP target areas including CT’s 55.00 (part), 57.00, 87.04 (part), 87.05 (part), 88.01 (part), 88.02 (part), 113.00 (part), and 114.01 (part) (Lancaster Corridor) and CT’s 20.00 (part) and 48.00 (part) (Oak Cliff-Marsalis) for a two-year period, beginning October 1, 2008; and WHEREAS, on June 22, 2011, by Resolution No. 11-1676, the City Council voted to expand the Oak Cliff-Marsalis Neighborhood Investment Program target area to include th the 500 block of East 8 Street to the 300 block of West Davis Street, including CTs 42.01 (part) and 47.00 (part) for gateway improvements to the Bishop Arts District; and WHEREAS, on November 14, 2012, by Resolution No. 12-2735, the City Council voted to redesignate CT’s 25.00, 27.01, and 27.02 (South Dallas/Jubilee-Frazier), CT’s 101.01 and 101.02 (West Dallas), CT’s 39.02 and 115.00 (part) (South Dallas/Ideal-Rochester Park), CT’s 55.00 (part), 57.00, 87.04 (part), 87.05 (part), 88.01 (part), 88.02 (part), 113.00 (part), and 114.01 (part) (Lancaster Corridor) and CT’s 20.00 (part), 48.00 (part), 42.01 (part) and 47.00 (part) (Oak Cliff-Marsalis) as Neighborhood Investment Program target areas for a minimum of two years, beginning October 1, 201; and WHEREAS, on June 3, 2013, the Housing Committee was provided a briefing memorandum on the proposed target area expansion to include the 200 block of West 7 th Street; and WHEREAS, the City Council desires to expand the existing Oak Cliff-Marsalis NIP th target area to include the 200 block of West 7 Street; NOW, THEREFORE,

COUNCIL CHAMBER

June 12, 2013 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: SECTION 1. That the Oak Cliff/Marsalis Neighborhood Investment Program target area th be amended to include the 200 block of West 7 Street. SECTION 2. That the City Manager be authorized to initiate planning and other activities to implement the Neighborhood Investment Program in the 200 block of West th 7 Street. 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 # 23 KEY FOCUS AREA:

A Cleaner, Healthier City Environment

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

DEPARTMENT:

Housing/Community Services

CMO:

Ryan S. Evans, 670-3314

MAPSCO:

54K ________________________________________________________________

SUBJECT Authorize the release of lien and deed restrictions on a secured, no interest, forgivable loan with Legacy Counseling Center, Inc., for non-substantial rehabilitation at the Legacy Founders Cottage located at 828 South Tyler Street in the amount of $15,870 Financing: No cost consideration to the City BACKGROUND City Council authorization is required to secure or release a lien on real property (Dallas City Code Section 2-11.1 - 2.11.2). On August 13, 2008, the City Council approved Resolution No. 08-2047, which authorized the execution of a secured, no-interest forgivable loan agreement with Legacy Counseling Center, Inc. (Legacy) for non-substantial rehabilitation at the Legacy Founders Cottage located at 828 South Tyler Street, Dallas, Dallas County, Texas (75208). The rehabilitation activities were funded through FY2008-09 Housing Opportunities for Persons with AIDS (HOPWA) grant funds. The agency provides facility based housing assistance and hospice/respite care to critically ill persons living with HIV/AIDS at the Legacy Founders Cottage. The agency also provides mental health and substance abuse services for persons living with HIV/AIDS at its Oak Lawn location. Any building or structure assisted under HOPWA for non-substantial rehabilitation must be maintained as a facility to provide housing or assistance for persons living with HIV/AIDS for a period of not less than three (3) years. Legacy Counseling Center, Inc. has provided housing and assistance for persons living with HIV/AIDS at the Legacy Founders Cottage for the time period required by the U.S. Department of Housing and Urban Development.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) Authorized a contract with Legacy Counseling Center, Inc. for housing information services/resource identification on October 24, 2012, by Resolution No. 12-2659. Authorized the twelve-month renewal option to the contract with Legacy Counseling Center, Inc. for facility based housing assistance on August 8, 2012, by Resolution No. 12-1905. Authorized a contract with Legacy Counseling Center, Inc. for facility based housing assistance on September 28, 2011, by Resolution No. 11-2528. Authorized a secured, no interest forgivable loan agreement with Legacy Counseling Center, Inc. on October 13, 2010, by Resolution No. 10-2569. Authorized a contract with Legacy Counseling Center, Inc. for facility based housing assistance on September 22, 2010, by Resolution No. 10-2367. FISCAL INFORMATION No cost consideration to the City

Agenda Date 06/12/2013 - page 2

COUNCIL CHAMBER

June 12, 2013 WHEREAS, City Council authorized a secured, no-interest forgivable loan agreement with Legacy Counseling Center, Inc. (Legacy) for non-substantial rehabilitation at the Legacy Founders Cottage located at 828 South Tyler Street, Dallas, Dallas County, Texas (75208), funded through FY2008-09 Housing Opportunities for Persons with AIDS (HOPWA) grant funds; and WHEREAS, any building or structure assisted under HOPWA for non-substantial rehabilitation must be maintained as a facility to provide housing or assistance for persons living with HIV/AIDS for a period of not less than three (3) years; and WHEREAS, Legacy Counseling Center, Inc. has provided housing and assistance for persons living with HIV/AIDS at the Legacy Founders Cottage for the time period required by the U.S. Department of Housing and Urban Development; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That following approval as to form by the City Attorney, the City Manager is hereby authorized to release the lien and deed restrictions on a secured, no interest, forgivable loan with Legacy Counseling Center, Inc., for non-substantial rehabilitation at the Legacy Founders Cottage located at 828 South Tyler Street. 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.

AGENDA ITEM # 24 KEY FOCUS AREA:

A Cleaner, Healthier City Environment

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Housing/Community Services

CMO:

Ryan S. Evans, 670-3314

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize the third amendment to the contract with the Department of State Health Services to accept additional grant funds for the continuation of the Special Supplemental Nutrition Program for the Women, Infants and Children Program for the period April 1, 2013 through September 30, 2013 - Not to exceed $28,850, from $14,655,792 to $14,684,642 - Financing: Department of State Health Services Grant Funds BACKGROUND Since 1974, the Department of State Health Services (DSHS) has funded the Special Supplemental Nutrition Program for Women, Infants, and Children (WIC) in Dallas. The WIC Program provides nutritious food, nutrition education, breastfeeding promotion and support, and referrals to health and social services. The program serves infants, children under age 5, and pregnant, postpartum and breastfeeding women. WIC is a United States Department of Agriculture program administered in Texas by the Department of State Health Services. In Dallas County, the WIC Program is administered by the City of Dallas, Housing/Community Services Department. This item authorizes the acceptance of additional grant funds, increasing the total contract budget by $28,850 as set forth in DSHS Letter of Amendment dated May 22, 2013. The total expenditures are not to exceed $14,684,642. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) Authorized the second amendment to the contract for the Special Supplemental Nutrition Program for Women, Infants and Children Program in the amount of $7,373,829 on April 10, 2013, by Resolution No. 13-0615.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) (Continued) Authorized the first amendment to the contract for the Special Supplemental Nutrition Program for Women, Infants and Children Program in the amount of $29,774 on January 23, 2013, by Resolution No. 13-0178. Authorized a contract for the Special Supplemental Nutrition Program for Women, Infants and Children Program in the amount of $7,252,189 on September 26, 2012, by Resolution No. 12-2366. FISCAL INFORMATION $28,850 - Department of State Health Services Grant Funds

Agenda Date 06/12/2013 - page 2

COUNCIL CHAMBER

June 12, 2013 WHEREAS, the Department of State Health Services has awarded additional grant funds in the amount of $28,850 for the continuation of the City of Dallas Women, Infants and Children (WIC) Program; and WHEREAS, there is a continued need for the Special Supplemental Nutrition Program for Women, Infants and Children, funded through the Department of State Health Services; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That following approval as to form by the City Attorney, the City Manager is hereby authorized to execute the third amendment to the contract (Contract No. 2013-042622) with the Department of State Health Services to accept additional grant funds awarded for the continuation of the Special Supplemental Nutrition Program for the Women, Infants and Children Program for the period April 1, 2013 through September 30, 2013, and execute any and all documents required by the contract. Section 2. That the City Controller is hereby authorized to receive and deposit grant funds from the Department of State Health Services in Fund F369, Dept. HOU, Unit 3896, Revenue Source 6509 in an amount not to exceed $28,850. Section 3. That the City Manager is hereby authorized to increase appropriations in the amount of $28,850, from $14,655,792 to $14,684,642 in Fund F369, Dept. HOU, Unit 3896, according to the attached Schedule. Section 4. That the City Controller is hereby authorized to disburse grant funds from the Department of State Health Services in Fund F369, Dept. HOU, Unit 3896 using Object Code according to the attached Schedule in an amount not to exceed $28,850. Section 5. 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.

SCHEDULE Department of State Health Services Special Supplemental Nutrition Program for Women, Infants and Children April 1, 2013 through September 30, 2013 Fund F369, Dept. HOU, Unit 3896, Revenue Source 6509 Object Code

Description

Amount

1101

Salaries

$28,850

KEY FOCUS AREA:

AGENDA ITEM # 25 Better Cultural, Arts and Recreational Amenities

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

DEPARTMENT:

Office of Cultural Affairs

CMO:

Joey Zapata, 670-1204

MAPSCO:

22Q ________________________________________________________________

SUBJECT Authorize a contract with Frances Bagley, LLC for the fabrication and installation of a site-specific artwork at the Elm Fork Athletic Complex located at 2100 Walnut Hill Lane Not to exceed $130,400 - Financing: 2006 Bond Funds BACKGROUND The City of Dallas Public Art Ordinance provides that all appropriations for City capital improvement projects shall include an amount equal to 1.5% (or .75%) of the total capital improvement project appropriation to be used for the design services of artists and for the creation of artworks for new City facilities (Dallas City Code Article X, SEC. 2-103(a). The public art project for the Elm Fork Athletic Complex was included in the list of 2006 Bond Fund Program public art projects approved by City Council on December 9, 2009, by Resolution No. 09-2956. The artist, Frances Bagley, LLC was selected via competitive process as directed by the City of Dallas Cultural Policy, and was approved by the Public Art Committee and the Cultural Affairs Commission. ESTIMATED SCHEDULE OF PROJECT Purchase Materials and begin fabrication Fabrication of artwork 50% complete Fabrication of artwork 100% complete Sculpture installed

July 2013 March 2014 April 2014 June 2014

PRIOR ACTION/REVIEW (COUNCIL, BOARD, COMMISSIONS) Park and Recreation Board approved location of artwork on June 6, 2013 Public Art Committee approved on April 10, 2012 The Cultural Affairs Commission approved on April 18, 2012

FISCAL INFORMATION $130,400 - 2006 Bond Funds M/WBE INFORMATION See attached ETHNIC COMPOSITION Frances Bagley, LLC White Female OWNER Frances Bagley, LLC Frances Bagley, Artist MAP Attached

Agenda Date 06/12/2013 - page 2

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize a contract with Frances Bagley, LLC for the fabrication and installation of a site-specific artwork at the Elm Fork Athletic Complex located at 2100 Walnut Hill Lane - Not to exceed $130,400 - Financing: 2006 Bond Funds Frances Bagley, LLC a local, minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use their own workforce. PROJECT CATEGORY: Professional Services _______________________________________________________________ LOCAL/NON-LOCAL CONTRACT SUMMARY Amount

Percent

Total local contracts Total non-local contracts

$130,400.00 $0.00

100.00% 0.00%

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

TOTAL CONTRACT

$130,400.00

100.00%

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

Certification

Frances Bagley, LLC

WFWB54311N0713

Total Minority - Local

Amount

Percent

$130,400.00

100.00%

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

$130,400.00

100.00%

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

Percent

Local & Non-Local

Percent

African American Hispanic American Asian American Native American WBE

$0.00 $0.00 $0.00 $0.00 $130,400.00

0.00% 0.00% 0.00% 0.00% 100.00%

$0.00 $0.00 $0.00 $0.00 $130,400.00

0.00% 0.00% 0.00% 0.00% 100.00%

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

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

Total

$130,400.00

100.00%

$130,400.00

100.00%

Mapsco #22-Q

2100 Block of Walnut Hill Lane

Council District 6

Elm Fork Athletic Complex

COUNCIL CHAMBER

June 12, 2013 WHEREAS, Chapter 2, Article X of the Dallas City Code establishes a Public Art Program to include works of art and design services of artists in certain City capital improvement projects; and WHEREAS, in carrying out the intent of the Public Art Program, the Office of Cultural Affairs, working with the Public Art Committee, has identified a public art project to complement the Elm Fork Athletic Complex, and WHEREAS, this project was approved by City Council on December 9, 2009, by Resolution No. 09-2956; and WHEREAS, artist Frances Bagley, LLC was selected for the project and was approved by the Public Art Committee and the Cultural Affairs Commission; and WHEREAS, $130,400.00 is now currently available from the 2006 Bond Funds to support the fabrication and installation of a site specific artwork. Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That following approval as to form by the City Attorney, the City Manager is hereby authorized to execute a contract with Frances Bagley, LLC to fabricate and install site-specific sculptures for the Elm Fork Athletic Complex located at 2100 Walnut Hill Lane, Dallas, Texas 75229. Section 2. That the City Controller is authorized to disburse payments to Frances Bagley, LLC in an amount not to exceed $130,400.00 from 2006 Bond Funds as follows: Fund

Dept

BT00 PKR

Unit

Obj

Program #

Encumbrance # Vendor #

N810

4425 PK06T075PA PKR13019389

VC0000009274

Section 3. 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.

KEY FOCUS AREA:

AGENDA ITEM # 26 Better Cultural, Arts and Recreational Amenities

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

DEPARTMENT:

Office of Cultural Affairs

CMO:

Joey Zapata, 670-1204

MAPSCO:

37U ________________________________________________________________

SUBJECT Authorize a contract with Legge Lewis Legge LLC for the fabrication and installation of a site-specific artwork at the Dallas Arboretum located at 8525 Garland Road - Not to exceed $116,400 - Financing: 2006 Bond Funds BACKGROUND The City of Dallas Public Art Ordinance provides that all appropriations for City capital improvement projects shall include an amount equal to 1.5% (or .75%) of the total capital improvement project appropriation to be used for the design services of artists and for the creation of artworks for new City facilities (Dallas City Code Article X, SEC. 2-103(a). The public art project for the Arboretum was included in the list of 2006 Bond Fund Program public art projects approved by City Council on December 9, 2009, by Resolution No. 09-2956. The artist-team of Legge Lewis Legge LLC was selected via competitive selection process as directed by the City of Dallas Cultural Policy, and was approved by the Public Art Committee and the Cultural Affairs Commission. ESTIMATED SCHEDULE OF PROJECT Purchase Materials and begin fabrication Fabrication of artwork 50% complete Fabrication of artwork 100% complete Sculpture installed

July 2013 January 2014 February 2014 February 2014

PRIOR ACTION/REVIEW (COUNCIL, BOARD, COMMISSIONS) Park and Recreation Board approved location of artwork on June 6, 2013. Public Art Committee approved on April 11, 2013. The Cultural Affairs Commission approved on April 18, 2013.

FISCAL INFORMATION $116,400 - 2006 Bond Funds M/WBE Information See attached ETHNIC COMPOSITION Legge Lewis Legge LLC White Male OWNER Legge Lewis Legge LLC Robert Murray Leggee, Principal MAP Attached

Agenda Date 06/12/2013 - page 2

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize a contract with Legge Lewis Legge LLC for the fabrication and installation of a site-specific artwork at the Dallas Arboretum located at 8525 Garland Road - Not to exceed $116,400 - Financing: 2006 Bond Funds Legge Lewis Legge a non-local, non-minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use their own workforce. PROJECT CATEGORY: Professional Services _______________________________________________________________ LOCAL/NON-LOCAL CONTRACT SUMMARY Amount

Percent

Total local contracts Total non-local contracts

$0.00 $116,400.00

0.00% 100.00%

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

TOTAL CONTRACT

$116,400.00

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%

Mapsco # 37-U

8525 Garland Road

Council District 9

Dallas Arboretum & Botanical Gardens

COUNCIL CHAMBER

June 12, 2013 WHEREAS, Chapter 2, Article X of the Dallas City Code establishes a Public Art Program to include works of art and design services of artists in certain City capital improvement projects; and WHEREAS, in carrying out the intent of the Public Art Program, the Office of Cultural Affairs, working with the Public Art Committee, has identified a public art project to complement the Dallas Arboretum; and WHEREAS, this project was approved by City Council on December 9, 2009, by Resolution No. 09-2956; and WHEREAS, artist team Legge Lewis Legge LLC was selected for the project and was approved by the Public Art Committee and the Cultural Affairs Commission; and WHEREAS, $116,400.00 is now currently available from the 2006 Bond Funds to support the fabrication and installation of a site specific artwork. Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That following approval as to form by the City Attorney, the City Manager is hereby authorized to execute a contract with Legge Lewis Legge LLC to fabricate and install site-specific sculptures for the Dallas Arboretum located at 8525 Garland Road Dallas, TX 75218. Section 2. That the City Controller is authorized to disburse payments to Legge Lewis Legge LLC in an amount not to exceed $116,400.00 from 2006 Bond Funds as follows: Fund

Dept

Unit

Obj

Program #

BT00

PKR

N810

4425 PK06T005

Encumbrance #

Vendor #

PKR13019390

VS0000075971

Section 3. 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.

KEY FOCUS AREA:

AGENDA ITEM # 27 Better Cultural, Arts and Recreational Amenities

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

DEPARTMENT:

Office of Cultural Affairs

CMO:

Joey Zapata, 670-1204

MAPSCO:

45G ________________________________________________________________

SUBJECT Authorize a twenty-four month extension to the concession contract with Culinaire International, Inc. for food and beverage services at the Morton H. Meyerson Symphony Center for the period August 1, 2013 through July 31, 2015 - Estimated Revenue: $735,000 BACKGROUND On April 27, 2005, Culinaire International, Inc. was authorized by Resolution No. 05-1373 to enter into a five year food and beverage services concession contract at the Morton H. Meyerson Symphony Center, for the management and operation of the food and beverage services, effective August 1, 2005 through July 31, 2010. On November 10, 2010, by Resolution No. 10-2865, the term of the contract was extended through July 31, 2013. The contract extension will allow Culinaire International, Inc. to provide continued food and beverage service for the Morton H. Meyerson Symphony Center. Service includes upscale dining in the Opus Restaurant, lighter fare in the Allegro Cafe, bar service, and catering services for special events. Culinaire International, Inc. also provides bar service at the Dallas City Performance Hall as an off-site service out of the Meyerson Symphony Centerâ&#x20AC;&#x2122;s operation. Culinaire International, Inc. will continue to develop food and beverage options to intensify each guestâ&#x20AC;&#x2122;s appreciation of both the performing arts and culinary arts. This is a revenue generating contract for the City producing an average of $315,436 annually since the contract was approved, and on-pace to generate $360,000 for FY2012-13. Culinaire International, Inc. has invested more than $183,000 in leasehold improvements during the term of the contract and will invest an additional $40,000 during the term of the extension. The leasehold improvements become the property of the City. Culinaire International, Inc. will continue to pay the City 50% of all net revenue for food and beverage sales.

BACKGROUND (Continued) The Morton H. Meyerson Symphony Center serves as the home of the Dallas Symphony Orchestra, which presents an average of 185 public events annually. In addition, the venue is rented by other nonprofit organizations and businesses, averaging an additional 140 events annually. Since the Morton H. Meyerson Symphony Center’s opening in 1989, it has achieved international acclaim as of the world’s premiere concert venues. Quality of service has become synonymous with the events that take place at the facility. Culinaire International, Inc. has been the food and beverage concessionaire at the Morton H. Meyerson Symphony Center since 1995. Since 2012, Culinaire International, Inc. has also provided service to the Dallas City Performance Hall as an additional service under the concession agreement. As the current operator, the City finds that Culinaire International, Inc. has the experience to continue to provide food and beverage service to the Morton H. Meyerson Symphony Center and Dallas City Performance Hall, and that it is in the best interest of the City to ensure continuous and improved food and beverage services by extending the contract with our existing concessionaire. PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) On April 27, 2005, City Council authorized a sixty-month (60) service contract for food and beverage service with Culinaire International, Inc. by Resolution No. 05-1373. On November 10, 2010, City Council authorized a thirty-one (31) month extension to the term of the agreement with Culinaire International, Inc. by Resolution No. 10-2865. FISCAL INFORMATION $735,000 – Estimated Revenue ETHNIC COMPOSITION Culinaire International, Inc. White Male Black Male Hispanic Male Other Male

367 168 402 29

White Female Black Female Hispanic Female Other Female

294 93 262 16

OWNER Culinaire International, Inc. Richard Gussoni, President

Agenda Date 06/12/2013 - page 2

COUNCIL CHAMBER

June 12, 2013 WHEREAS, a request for bid process is not cost beneficial to the City as determined by the City Manager; and, WHEREAS, a specific and unique circumstance warrants preference to Culinaire International, Inc., whose stated mission is to benefit a specific municipal purpose; and, WHEREAS, the City of Dallas has, as one of its purposes, the establishment, maintenance, promotion and operation of recreational and cultural facilities for the benefit of the public; and, WHEREAS, on April 27, 2005, City Council authorized a sixty-month service contract for food and beverage service with Culinaire International, Inc. by Resolution No. 05-1373; and, WHEREAS, on November 10, 2010, City Council authorized a thirty-one month extension to the service contract for food and beverage service with Culinaire International, Inc. by Resolution No. 10-2865; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That following approval as to form by the City Attorney, the City Manager is hereby authorized to execute an extension to the concession contract with Culinaire International, Inc. (500344) for the food and beverage services at the Morton H. Meyerson Symphony Center for a term of twenty-four (24) months for the period August 1, 2013 through July 31, 2015, for an estimated revenue amount of $735,000. Secion 2. That the City Controller is authorized to deposit all revenues received from Culinaire International, Inc. as follows: FUND DEPT UNIT REVENUE SOURCE 0001 OCA 4820 7824 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 # 28 Better Cultural, Arts and Recreational Amenities

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

DEPARTMENT:

Park & Recreation

CMO:

Willis Winters, 670-4071

MAPSCO:

54-B C ________________________________________________________________

SUBJECT Authorize a contract for construction of a new park pavilion at Kidd Springs Park located at 700 West Canty Street - Henneberger Construction, Inc., best value proposer of four - Not to exceed $118,400 - Financing: 2006 Bond Funds BACKGROUND This action will award a contract for construction of a new park pavilion at Kidd Springs Park to Henneberger Construction, Inc., best value proposer of four, in an amount not to exceed $118,400. On April 18, 2013, four competitive sealed proposals were received for construction of a new park pavilion at Kidd Springs Park. Henneberger Construction, Inc. was selected as the best value proposer for the Base Price and Alternate Nos. 1 and 2, in the amount of $118,400. Proposals based on RFCSP are evaluated on pre-set criteria which includes cost, qualifications of the prime contractor, construction amount and schedule ratings, which are based on mathematical formulas, with the best price and best schedule being given the highest scores. Ratings "1" to "10" are given for each criterion with "10" being the best rating. These ratings are multiplied by the weighting to obtain the score for each criteria. The following is a list of the rating criteria and values for each criteria: Rating Criteria

Value

1. 2. 3. 4. 5. 6.

45% 15% 15% 15% 5% 5% 100%

Proposed Construction Contract Award Qualifications/Experience/References for Prime Firm Subcontractor Experience Business Inclusion and Development Plan Financial Sufficiency Schedule/Time of Completion

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

May 2010 May 2011 July 2013 January 2014

PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Park and Recreation Board authorized the advertisement for a Request for Competitive Sealed Proposals on June 2, 2011. The Park and Recreation Board authorized award of the contract on May 16, 2013. FISCAL INFORMATION 2006 Bond Funds - $118,400 M/WBE INFORMATION See attached. ETHNIC COMPOSITION Henneberger Construction, Inc. White Male Black Male Hispanic Male Other Male

3 0 11 0

White Female Black Female Hispanic Female Other Female

1 0 0 0

PROPOSAL INFORMATION The following four proposals were opened on April 18, 2013: *Denotes successful proposer Proposers

Base Bid

Alt. Nos. 1 and 2**

Total Bid

Scores

*Henneberger Construction, Inc. 8928 Fairglen Drive Dallas, TX

$115,000

$3,400

$118,400

4,310.00

Agenda Date 06/12/2013 - page 2

PROPOSAL INFORMATION (Continued) Proposers

Base Bid

Alt. Nos. 1 and 2**

Gilbert Construction Group, Inc. MetalMan Design/Build Corporation Axis Contracting, Inc.

$144,500 $177,777 $277,260

$7,000 $5,478 $8,800

Total Bid

Scores

$151,500 $183,255 $286,060

3,022.95 3,843.00 2,375.75

Agenda Date 06/12/2013 - page 3

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize a contract for construction of a new park pavilion at Kidd Springs Park located at 700 West Canty Street - Henneberger Construction, Inc., best value proposer of four - Not to exceed $118,400 - Financing: 2006 Bond Funds Henneberger Construction, Inc., a local, non-minority firm, has signed the "Business Inclusion & Development" documentation and proposes to use the following sub-contractor. PROJECT CATEGORY: Construction _______________________________________________________________ LOCAL/NON-LOCAL CONTRACT SUMMARY Amount

Percent

Total local contracts Total non-local contracts

$118,400.00 $0.00

100.00% 0.00%

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

TOTAL CONTRACT

$118,400.00

100.00%

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

Certification

GST Manufacturing, Ltd.

WFDB55317Y1113

Total Minority - Local

Amount

Percent

$39,724.00

33.55%

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

$39,724.00

33.55%

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

Percent

Local & Non-Local

Percent

African American Hispanic American Asian American Native American WBE

$0.00 $0.00 $0.00 $0.00 $39,724.00

0.00% 0.00% 0.00% 0.00% 33.55%

$0.00 $0.00 $0.00 $0.00 $39,724.00

0.00% 0.00% 0.00% 0.00% 33.55%

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

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

Total

$39,724.00

33.55%

$39,724.00

33.55%

700 W. Canty Street Mapsco #54 â&#x20AC;&#x201C; B,C

Council District 1

Kidd Springs Park

COUNCIL CHAMBER

June 12, 2013 WHEREAS, on April 18, 2013, four competitive sealed proposals were received for a contract for construction of a new park pavilion at Kidd Springs Park located at 700 West Canty Street; and Proposers

Base Bid

Alt. Nos. 1 and 2**

Henneberger Construction, Inc. Gilbert Construction Group, Inc. MetalMan Design/Build Corporation Axis Contracting, Inc.

$115,000 $144,500 $177,777 $277,260

$3,400 $7,000 $5,478 $8,800

Total Bid

Scores

$118,400 $151,500 $183,255 $286,060

4,310.00 3,022.95 3,843.00 2,375.75

**Alternate No. 1 - provides for installation of a concrete pad and picnic tables. **Alternate No. 2 - provides for installation of rip-rap erosion control. Note: The final offer from Henneberger Construction, Inc. for Base Bid and Alternate Nos. 1 and 2 was for $118,400. WHEREAS, it has been determined that acceptance of the final and best offer from Henneberger Construction, Inc., in an amount not to exceed $118,400, is the best value for the City of Dallas. Now, Therefore, BE IT RESOLVED BY THE PARK AND RECREATION BOARD AND THE CITY COUNCIL OF THE CITY OF DALLAS: SECTION 1. That the City Manager is hereby authorized to enter into a contract with Henneberger Construction, Inc. for construction of a new park pavilion at Kidd Springs Park, in an amount not to exceed $118,400. SECTION 2. That the President of the Park and Recreation Board and the City Manager are hereby authorized to execute a contract with Henneberger Construction, Inc., after approval as to form by the City Attorney. SECTION 3. That the City Controller is hereby authorized to pay the amount of $118,400 to Henneberger Construction, Inc. from (2006) Park and Recreation Facilities Improvement Fund, Fund BT00, Department PKR, Unit T235, Object 4599, Activity RFSI, Program PK06T235, CT-PKR13019382, Commodity 91200, Vendor 331939. 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.

KEY FOCUS AREA:

AGENDA ITEM # 29 Better Cultural, Arts and Recreational Amenities

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

DEPARTMENT:

Park & Recreation

CMO:

Willis Winters, 670-4071

MAPSCO:

53-Z ________________________________________________________________

SUBJECT Authorize a contract for reconstruction of an historic pergola at Kiest Park located at 3080 South Hampton Road - Henneberger Construction, Inc., best value proposer of four - Not to exceed $150,700 - Financing: 2006 Bond Funds BACKGROUND This action will award a contract for reconstruction of an historic pergola at Kiest Park to Henneberger Construction, Inc., best value proposer of four, in an amount not to exceed $150,700. On April 18, 2013, four competitive sealed proposals were received for reconstruction of an historic pergola at Kiest Park. Henneberger Construction, Inc. was selected as the best value proposer for the Base Price and Alternate Nos. 1, 2 and 3, in the amount of $150,700. Proposals based on RFCSP are evaluated on pre-set criteria which includes cost, qualifications of the prime contractor, construction amount and schedule ratings, which are based on mathematical formulas, with the best price and best schedule being given the highest scores. Ratings "1" to "10" are given for each criterion with "10" being the best rating. These ratings are multiplied by the weighting to obtain the score for each criteria. The following is a list of the rating criteria and values for each criteria: Rating Criteria

Value

1. 2. 3. 4. 5. 6.

45% 15% 15% 15% 5% 5% 100%

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

December 2011 March 2013 June 2013 October 2013

PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Park and Recreation Board authorized the advertisement for a Request for Competitive Sealed Proposals on February 16, 2012. The Park and Recreation Board authorized award of the contract on May 16, 2013. FISCAL INFORMATION 2006 Bond Funds - $150,700 M/WBE INFORMATION See attached. ETHNIC COMPOSITION Henneberger Construction, Inc. White Male Black Male Hispanic Male Other Male

3 0 11 0

White Female Black Female Hispanic Female Other Female

1 0 0 0

PROPOSAL INFORMATION The following four proposals were opened on April 18, 2013: *Denotes successful proposer Proposers

Base Bid

Alt. Nos. 1, 2 and 3**

Total Bid

Scores

*Henneberger Construction, Inc. 8928 Fairglen Drive Dallas, TX

$135,000

$15,700

$150,700

3,376.70

Agenda Date 06/12/2013 - page 2

PROPOSAL INFORMATION (Continued) Proposers

Base Bid

Alt. Nos. 1, 2 and 3**

MetalMan Design/Build Corporation Phoenix 1 Restoration and Construction, Ltd. Texas Standard Construction, Ltd.

$215,555 $296,000

$14,608 $35,800

$230,163 $331,800

2,966.40 2,677.20

$605,000

$137,000

$742,000

1,607.92

Total Bid

Scores

Agenda Date 06/12/2013 - page 3

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize a contract for reconstruction of an historic pergola at Kiest Park located at 3080 South Hampton Road - Henneberger Construction, Inc., best value proposer of four - Not to exceed $150,700 - Financing: 2006 Bond Funds Henneberger Construction, Inc., a local, non-minority firm, has signed the "Business Inclusion & Development" 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

$150,700.00 $0.00

100.00% 0.00%

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

TOTAL CONTRACT

$150,700.00

100.00%

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

Certification

S & L Construction GST Manufacturing, Ltd.

HMMB55625N1113 WFDB55317Y1113

Total Minority - Local

Amount

Percent

$39,500.00 $3,152.00

26.21% 2.09%

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

$42,652.00

28.30%

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

Percent

Local & Non-Local

Percent

African American Hispanic American Asian American Native American WBE

$0.00 $39,500.00 $0.00 $0.00 $3,152.00

0.00% 26.21% 0.00% 0.00% 2.09%

$0.00 $39,500.00 $0.00 $0.00 $3,152.00

0.00% 26.21% 0.00% 0.00% 2.09%

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

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

Total

$42,652.00

28.30%

$42,652.00

28.30%

Mapsco# 53-Z

3080 S. Hampton Rd.

Council District 3

Kiest Park

COUNCIL CHAMBER

June 12, 2013 WHEREAS, on April 18, 2013, four competitive sealed proposals were received for a contract for reconstruction of an historic pergola at Kiest Park located at 3080 South Hampton Road; and Proposers

Base Bid

Alt. Nos. 1, 2 and 3**

Henneberger Construction, Inc. MetalMan Design/Build Corporation Phoenix 1 Restoration and Construction, Ltd. Texas Standard Construction, Ltd.

$135,000 $215,555 $296,000

$15,700 $14,608 $35,800

$150,700 $230,163 $331,800

3,376.70 2,966.40 2,677.20

$605,000

$137,000

$742,000

1,607.92

Total Bid

Scores

**Alternate No. 1 - provides for replacement of all wooden lintels. **Alternate No. 2 - provides for installation of a concrete curb island. **Alternate No. 3 - provides for installation of a reinforced concrete slab. Note: The final offer from Henneberger Construction, Inc. for Base Bid and Alternate Nos. 1, 2 and 3 was for $150,700. WHEREAS, it has been determined that acceptance of the final and best offer from Henneberger Construction, Inc., in an amount not to exceed $150,700, is the best value for the City of Dallas. Now, Therefore, BE IT RESOLVED BY THE PARK AND RECREATION BOARD AND THE CITY COUNCIL OF THE CITY OF DALLAS: SECTION 1. That the City Manager is hereby authorized to enter into a contract with Henneberger Construction, Inc. for reconstruction of an historic pergola at Kiest Park, in an amount not to exceed $150,700. SECTION 2. That the President of the Park and Recreation Board and the City Manager are hereby authorized to execute a contract with Henneberger Construction, Inc., after approval as to form by the City Attorney. SECTION 3. That the City Controller is hereby authorized to pay the amount of $150,700 to Henneberger Construction, Inc. from (2006) Park and Recreation Facilities Improvement Fund, Fund BT00, Department PKR, Unit T198, Object 4599, Activity RFSI, Program PK06T198.2, CT-PKR13019381, Commodity 91200, Vendor 331939.

COUNCIL CHAMBER

June 12, 2013 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.

KEY FOCUS AREA:

AGENDA ITEM # 30 Better Cultural, Arts and Recreational Amenities

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

DEPARTMENT:

Park & Recreation

CMO:

Willis Winters, 670-4071

MAPSCO:

28-S ________________________________________________________________

SUBJECT Authorize a contract for construction of a new park pavilion at McCree Park located at 9016 Plano Road - Henneberger Construction, Inc., best value proposer of two - Not to exceed $110,000 - Financing: 2003 Bond Funds BACKGROUND This action will award a contract for construction of a new park pavilion at McCree Park to Henneberger Construction, Inc., best value proposer of two, in an amount not to exceed $110,000. On April 18, 2013, two competitive sealed proposals were received for construction of a new park pavilion at McCree Park. Henneberger Construction, Inc. was selected as the best value proposer for the Base Price, in the amount of $110,000. Proposals based on RFCSP are evaluated on pre-set criteria which includes cost, qualifications of the prime contractor, construction amount and schedule ratings, which are based on mathematical formulas, with the best price and best schedule being given the highest scores. Ratings "1" to "10" are given for each criterion with "10" being the best rating. These ratings are multiplied by the weighting to obtain the score for each criteria. The following is a list of the rating criteria and values for each criteria: Rating Criteria

Value

1. 2. 3. 4. 5. 6.

45% 15% 15% 15% 5% 5% 100%

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

May 2010 May 2011 July 2013 January 2014

PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Park and Recreation Board authorized the advertisement for a Request for Competitive Sealed Proposals on June 2, 2011. The Park and Recreation Board authorized award of the contract on May 16, 2013. FISCAL INFORMATION 2003 Bond Funds - $110,000 M/WBE INFORMATION See attached. ETHNIC COMPOSITION Henneberger Construction, Inc. White Male Black Male Hispanic Male Other Male

3 0 11 0

White Female Black Female Hispanic Female Other Female

1 0 0 0

PROPOSAL INFORMATION The following two proposals were opened on April 18, 2013: *Denotes successful proposer Proposers

Base Bid

Scores

*Henneberger Construction, Inc. 8928 Fairglen Drive Dallas, TX MetalMan Design/Build Corporation

$110,000

4,375.00

$155,555

3,920.36

Agenda Date 06/12/2013 - page 2

PROPOSAL INFORMATION (Continued) Note: The final offer from Henneberger Construction, Inc. for Base Bid was for $110,000. OWNERS Henneberger Construction, Inc. Cynthia Henneberger, President Dwight Henneberger, Vice President MAP Attached

Agenda Date 06/12/2013 - page 3

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize a contract for construction of a new park pavilion at McCree Park located at 9016 Plano Road - Henneberger Construction, Inc., best value proposer of two - Not to exceed $110,000 - Financing: 2003 Bond Funds Henneberger Construction, Inc., a local, non-minority firm, has signed the "Business Inclusion & Development" documentation and proposes to use the following sub-contractor. PROJECT CATEGORY: Construction _______________________________________________________________ LOCAL/NON-LOCAL CONTRACT SUMMARY Amount

Percent

Total local contracts Total non-local contracts

$110,000.00 $0.00

100.00% 0.00%

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

TOTAL CONTRACT

$110,000.00

100.00%

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

Certification

GST Manufacturing, Ltd.

WFDB55317Y1113

Total Minority - Local

Amount

Percent

$33,027.00

30.02%

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

$33,027.00

30.02%

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

Percent

Local & Non-Local

Percent

African American Hispanic American Asian American Native American WBE

$0.00 $0.00 $0.00 $0.00 $33,027.00

0.00% 0.00% 0.00% 0.00% 30.02%

$0.00 $0.00 $0.00 $0.00 $33,027.00

0.00% 0.00% 0.00% 0.00% 30.02%

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

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

Total

$33,027.00

30.02%

$33,027.00

30.02%

Mapsco # 28-S

9016 Plano Rd.

Council District 10

McCree Park

COUNCIL CHAMBER

June 12, 2013 WHEREAS, on May 2, 2013, two competitive sealed proposals were received for construction of a new park pavilion at McCree Park located at 9016 Plano Road; and Proposers

Base Bid

Scores

Henneberger Construction, Inc. MetalMan Design/Build Corporation

$110,000 $155,555

4,375.00 3,920.36

Note: The final offer from Henneberger Construction, Inc. for Base Bid was for $110,000. WHEREAS, it has been determined that acceptance of the final and best offer from Henneberger Construction, Inc., in an amount not to exceed $110,000, is the best value for the City of Dallas. Now, Therefore, BE IT RESOLVED BY THE PARK AND RECREATION BOARD AND THE CITY COUNCIL OF THE CITY OF DALLAS: SECTION 1. That the City Manager is hereby authorized to enter into a contract with Henneberger Construction, Inc. for construction of a new park pavilion at McCree Park, in an amount not to exceed $110,000. SECTION 2. That the President of the Park and Recreation Board and the City Manager are hereby authorized to execute a contract with Henneberger Construction, Inc., after approval as to form by the City Attorney. SECTION 3. That the City Controller is hereby authorized to pay the amount of $110,000 to Henneberger Construction, Inc. from (2003) Neighborhood Park and Recreation Facilities Fund, Fund 6R05, Department PKR, Unit T011, Object 4599, Activity RFSI, Program PK06T011, CT-PKR13019380, Commodity 91200, Vendor 331939. 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.

KEY FOCUS AREA:

AGENDA ITEM # 31 Better Cultural, Arts and Recreational Amenities

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

DEPARTMENT:

Park & Recreation

CMO:

Willis Winters, 670-4071

MAPSCO:

44-K ________________________________________________________________

SUBJECT Authorize Supplemental Agreement No. 3 to the professional services contract with Aguirre Roden, Inc. for a structural study of the Anita Martinez Recreation Center located at 3212 North Winnetka Avenue - Not to exceed $4,235, from $196,520 to $200,755 - Financing: 2006 Bond Funds BACKGROUND The original professional services contract was authorized by Council on March 25, 2009, by Resolution No. 09-0812, for schematic design through construction administration for interior and exterior renovation, replacement of the chiller and heating, ventilation and air conditioning controls at the Anita Martinez Recreation Center, in an amount not to exceed $160,065. Supplemental Agreement No. 1 was authorized by Administrative Action No. 12-0796 on March 27, 2012 for an increase in the professional services contract with Aguirre Roden, Inc. for additional design for the replacement of walls, floor and ceiling not originally scheduled to be replaced but required due to extensive abatement and water damage that occurred prior to construction commencing at the Anita Martinez Recreation Center, in an amount not to exceed $16,499.25, making a revised contract amount of $176,564.25. Supplemental Agreement No. 2 was authorized by Administrative Action No. 13-0275 on February 11, 2013 for an increase in the professional services contract with Aguirre Roden, Inc. for additional design for revisions to the bid documents and additional construction administration services at the Anita Martinez Recreation Center, in an amount not to exceed $19,955.00, making a revised contract amount of $196,519.25. This action will authorize Supplemental Agreement No. 3 to the professional services contract with Aguirre Roden, Inc., in an amount not to exceed $4,235.00, from $196,519.25 to $200,754.25 for a structural study of the Anita Martinez Recreation Center.

ESTIMATED SCHEDULE OF PROJECT Begin Design Complete Design

July 2013 August 2013

PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Park and Recreation Board authorized award of the professional services contract on March 5, 2009. City Council authorized award of the professional services contract on March 25, 2009, by Resolution No. 09-0812. The Park and Recreation Board authorized Supplemental Agreement No. 3 on May 16, 2013. FISCAL INFORMATION 2006 Bond Funds - $4,235.00 Design Supplemental Agreement No. 1 Supplemental Agreement No. 2 Supplemental Agreement No. 3 (this action)

$160,065.00 $16,499.25 $19,955.00 $4,235.00

Total

$200,754.25

M/WBE INFORMATION See attached. ETHNIC COMPOSITION Aguirre Roden, Inc. White Male Black Male Hispanic Male Other Male

32 1 4 1

White Female Black Female Hispanic Female Other Female

7 2 4 1

OWNERS Aguirre Roden, Inc. Pedro Aguirre, President Gary Roden, Vice President

Agenda Date 06/12/2013 - page 2

MAP Attached

Agenda Date 06/12/2013 - page 3

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize Supplemental Agreement No. 3 to the professional services contract with Aguirre Roden, Inc. for a structural study of the Anita Martinez Recreation Center located at 3212 North Winnetka Avenue - Not to exceed $4,235, from $196,520 to $200,755 - Financing: 2006 Bond Funds Aguirre Roden, Inc., a local, minority firm, has signed the "Business Inclusion & Development" documentation and proposes to use the following sub-contractor. PROJECT CATEGORY: Professional Services _______________________________________________________________ LOCAL/NON-LOCAL CONTRACT SUMMARY - THIS ACTION ONLY Amount Local contracts Non-local contracts

Percent

$4,235.00 $0.00

100.00% 0.00%

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

$4,235.00

100.00%

TOTAL THIS ACTION

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

Certification

Aguirre Roden, Inc.

HMMB54285N0713

Total Minority - Local

Amount

Percent

$4,235.00

100.00%

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

$4,235.00

100.00%

Non-Local Contractors / Sub-Contractors None TOTAL M/WBE PARTICIPATION This Action Percent Amount African American Hispanic American Asian American Native American WBE Total

$0.00 $4,235.00 $0.00 $0.00 $0.00

0.00% 100.00% 0.00% 0.00% 0.00%

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

$4,235.00

Participation to Date Amount Percent $0.00 $200,754.25 $0.00 $0.00 $0.00

0.00% 100.00% 0.00% 0.00% 0.00%

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

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

100.00%

$200,754.25

100.00%

Mapsco # 44-K

3212 No. Winnetka

Council District 6

Anita Martinez Recreation Center

COUNCIL CHAMBER

June 12, 2013 WHEREAS, on March 25, 2009, by Resolution No. 09-0812, Aguirre Roden, Inc. was awarded a contract for schematic design through construction administration for interior and exterior renovation, replacement of the chiller and heating, ventilation and air conditioning controls at the Anita Martinez Recreation Center located at 3212 North Winnetka Avenue, in an amount not to exceed $160,065.00; and WHEREAS, on March 27, 2012, Administrative Action No. 12-0796, authorized Supplemental Agreement No. 1 for additional design for the replacement of walls, floor and ceiling not originally scheduled to be replaced but required due to extensive abatement and water damage that occurred prior to construction commencing at the Anita Martinez Recreation Center, in an amount not to exceed $16,499.25, increasing the contract amount from $160,065.00 to $176,564.25; and WHEREAS, on February 11, 2013, Administrative Action No. 13-0275, authorized Supplemental Agreement No. 2 for additional design for revisions to the bid documents and additional construction administration services at the Anita Martinez Recreation Center, in an amount not to exceed $19,955.00, increasing the contract amount from $176,564.25 to $196,519.25; and WHEREAS, it is now desired to enter into Supplemental Agreement No. 3 with Aguirre Roden, Inc. for a structural study of the Anita Martinez Recreation Center, in an amount not to exceed $4,235.00, increasing the contract amount from $196,519.25 to $200,754.25. Now, Therefore, BE IT RESOLVED BY THE PARK AND RECREATION BOARD AND THE CITY COUNCIL OF THE CITY OF DALLAS: SECTION 1. That the City Manager is hereby authorized to enter into Supplemental Agreement No. 3 to the professional services contract with Aguirre Roden, Inc. for a structural study of the Anita Martinez Recreation Center, in an amount not to exceed $4,235.00, increasing the contract amount from $196,519.25 to $200,754.25. SECTION 2. That the President of the Park and Recreation Board and the City Manager are hereby authorized to execute a contract with Aguirre Roden, Inc., after approval as to form by the City Attorney.

COUNCIL CHAMBER

June 12, 2013 SECTION 3. That the City Controller is hereby authorized to pay the amount of $4,235.00 to Aguirre Roden, Inc. from (2006) Park and Recreation Facilities Improvement Fund, Fund 9T00, Department PKR, Unit T002, Object 4112, Activity RFSI, Program PK06T001, CT-PKR09019065, Commodity 92500, Vendor VS0000012100. 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.

KEY FOCUS AREA:

AGENDA ITEM # 32 Public Safety Improvements and Crime Reduction

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Police

CMO:

A. C. Gonzalez, 671-8925

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize an Interlocal Agreement with Tarrant County Criminal District Attorney, Tarrant County Sheriff’s Office, Anderson County Criminal District Attorney, and the Texas Office of the Attorney General to share the proceeds received by the Tarrant County Criminal District Attorney for asset seizures and forfeitures under Chapter 59 of the Texas Code of Criminal Procedure - Estimated Revenue: $230,000 BACKGROUND The Dallas Police Department, the Tarrant County Criminal District Attorney, the Tarrant County Sheriff’s Office, the Anderson County Criminal District Attorney, and the Texas Office of the Attorney General are seeking authorization to execute the local agreement for the disposition of contraband seized and forfeited pursuant to Chapter 59 of the Texas Code of Criminal Procedure. The provisions of this new proposed agreement are as follows: In forfeiture cases filed involving currency, plus the applicable interest thereon and the proceeds realized from the sale of forfeited assets shall be shared among the parties as follows: -- 20% to Tarrant County Criminal District Attorney -- 20% to Anderson County Criminal District Attorney -- 20% to Office of the Attorney General -- 20% to Dallas Police Department -- 10% to the Tarrant County Sheriff’s Office --10% to **

BACKGROUND (Continued) ** Ten (10) percent of the forfeited funds will be taken off the top and held to cover costs of the investigation that are incurred by any parties to this agreement, including those that might not yet be determined. After eventual determination by the Tarrant County Criminal District Attorneys office that all such costs have been ascertained and reimbursed, any remainder of this ten (10) percent of the proceeds will be divided equally among any other, non-identified Federal, State or local law enforcement or prosecutorial agencies that contribute significant resources to the investigation and prosecution of civil and criminal cases arising out of the subject matter contemplated by this agreement and that do not otherwise participate in asset sharing in this investigation. In negotiated settlements of forfeiture cases, Tarrant County Criminal District Attorney and Anderson County Criminal District Attorney (and Office of the Attorney General when acting on their behalf) will endeavor to have Respondent pay court costs. If that is not feasible, court costs, as well as any other expenses associated with the forfeiture actions, shall be deducted from the ten (10) percent remainder portion of proceeds. In the event there is remainder money after the distributions and there are no other qualifying non parties to this Agreement to whom the remainder money should be awarded, said remainder, plus any applicable interest, shall be distributed pursuant to the sharing agreement listed above. In forfeiture cases filed involving all other assets they shall be shared among the parties as follows: -- 20% to Tarrant County Criminal District Attorney -- 20% to Anderson County Criminal District Attorney -- 20% to Office of the Attorney General -- 20% to Dallas Police Department -- 20% to the Tarrant County Sheriffâ&#x20AC;&#x2122;s Office The term of this agreement will be from the date executed by all parties until final distribution of all proceeds and property forfeited pursuant to the investigation and shall automatically end upon the completion of said distribution. PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) On June 10, 2013, the Public Safety Committee was briefed. FISCAL INFORMATION Estimated Revenue: $230,000

Agenda Date 06/12/2013 - page 2

COUNCIL CHAMBER

June 12, 2013 WHEREAS, the Tarrant County Criminal District Attorney, the Tarrant County Sheriff’s Office, the Anderson County Criminal District Attorney, and the Texas Office of the Attorney General has recently requested that the City of Dallas enter into an interlocal agreement to receive the disposition of forfeited money and/or property acquired through contraband seizure; and WHEREAS, Chapter 59 of the Texas Code of Criminal Procedure, entitled "Forfeiture of Contraband" provides for the forfeiture to the State of Texas of property found to be "contraband" as defined therein; and WHEREAS, Chapter 59 of the Texas Code of Criminal Procedure authorizes "local agreements" between the attorney representing the State and law enforcement agencies to effect the disposition of forfeited contraband; and WHEREAS, the Prosecuting Attorney represents the State of Texas in forfeiture proceedings involving contraband seized and forfeited under Chapter 59 of the Texas Code of Criminal Procedure; and WHEREAS, the City and the Tarrant County Criminal District Attorney, Tarrant County Sheriff’s Office, Anderson County Criminal District Attorney, and the Texas Office of the Attorney General desire to enter into a "local agreement" regarding the disposition of contraband seized and forfeited under Chapter 59 of the Texas Code of Criminal Procedure. 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 an interlocal agreement with Tarrant County Criminal District Attorney, Tarrant County Sheriff’s Office, Anderson County Criminal District Attorney, and the Texas Office of the Attorney General for the disposition of contraband seized and forfeited under Chapter 59 of the Texas Code of Criminal Procedure: a.

The City will receive 20% of all money seized and forfeited.

The City will receive 20% of all other seized and forfeited assets.

Section 2. That the City Controller is hereby authorized to receive all money and proceeds from the sale of contraband received by the City and shall deposit same in a special fund in the City Treasury Fund 0411, Department DPD, Unit 6367, Revenue Source 8473 to be used by the Dallas Police Department solely for law enforcement purposes in accordance with Chapter 59 of the Texas Code of Criminal Procedure.

COUNCIL CHAMBER

June 12, 2013 Section 3. That all money and proceeds from the sale of contraband received by the Tarrant County Criminal District Attorney, the Tarrant County Sheriffâ&#x20AC;&#x2122;s Office, the Anderson County Criminal District Attorney, and the Texas Office of the Attorney General shall be deposited in a special fund in the County Treasury for the Benefit of the Office of the District Attorney to be used by the District Attorney solely for the official purposes of that office in accordance with Chapter 59 of the Texas Code of Criminal Procedure. 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.

REVISED AGENDA ITEM # 33 KEY FOCUS AREA:

Economic Vibrancy

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

1, 3

DEPARTMENT:

Public Works Department

CMO:

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

MAPSCO:

44V Z ________________________________________________________________

SUBJECT Authorize a professional services contract with Lina T. Ramey & Associates, Inc. for the engineering design of sidewalk enhancements for the Colorado Boulevard/Beckley Avenue area - Not to exceed $209,790 - Financing: General Obligation Commercial Paper Funds BACKGROUND This action will authorize a professional services contract with Lina T. Ramey & Associates, Inc. for the engineering design of sidewalk enhancements for the Colorado Boulevard/Beckley Avenue area. Eight cancelled street projects from the 2006 Bond Program (list attached) are to be reprogrammed. The eight street projects included in the 2006 Bond Program were to support development in North Oak Cliff adjacent to the Methodist Dallas Medical Center. Since 2006, Methodist Dallas Medical Center has purchased much of the property adjacent to the original projects to hold for long range campus planning purposes. After discussions with stakeholders in the area, including Methodist Dallas Medical Center, staff recommends that the bond funding from these projects be kept in the area around Methodist Dallas Medical Center and be used instead to develop the Colorado Boulevard/Beckley Avenue Sidewalk Enhancement project. Improvements along Colorado Boulevard, Beckley Avenue, and Zang Boulevard will support the new Union Station to North Oak Cliff Streetcar project. It will enhance pedestrian accessibility in the area, continue to support the connection between established job locations and new residential and transit investments, and stimulate economic development in this portion of North Oak Cliff. Lina T. Ramey & Associates, Inc. was selected following a qualifications-based selection process in accordance with the City of Dallas procurement guidelines (Administrative Directives 4-5).

ESTIMATED SCHEDULE OF PROJECT Begin Design Complete Design Begin Construction Complete Construction

July 2013 May 2014 August 2014 July 2015

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) This item has no prior action. FISCAL INFORMATION 2006 Bond Funds (General Obligation Commercial Paper Funds) - $209,789.40 Design Construction Paving & Drainage - PBW

$ 209,789.40

Total

$2,283,500.40 (est.)

$2,073,711.00 (est.)

Council District

Amount

1 3

$ 52,447.35 $157,342.05

Total

$209,789.40

M/WBE INFORMATION See attached. ETHNIC COMPOSITION Lina T. Ramey & Associates, Inc. Hispanic Female African-American Female Other Female White Female

1 1 0 8

Hispanic Male African-American Male Other Male White Male

15 1 1 30

Agenda Date 06/12/2013 - page 2

OWNER Lina T. Ramey & Associates, Inc. Lina T. Ramey, P.E., President MAP Attached.

Agenda Date 06/12/2013 - page 3

Street and Transportation Improvement Projects Cancelled Projects 2011 Council Districts

2013 Council Districts

Project

Limits

Beckley Avenue

Tilden Street to Oakenwald Street

Zang Boulevard to Plowman Avenue

Plowman Avenue to Beckley Avenue

Tilden Street to Oakenwald Street

Oakenwald Street to Zang Boulevard

Beckley Avenue to Plowman Avenue

Plowman Avenue to Oakenwald Street

Englewood Road Oakenwald Street Oakenwald Street Plowman Avenue Plowman Avenue Tilden Street Zang Boulevard

Sidewalk Enhancements in the Colorado Boulevard/Beckley Avenue Area Council Districts

Project

Limits

W. Colorado Boulevard

N. Bishop Avenue to Zang Boulevard

1, 3

W. Greenbriar Lane to Zang Boulevard

1, 3

N. Beckley Avenue N. Zang Boulevard

W. Colorado Boulevard to N. Beckley Avenue

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize a professional services contract with Lina T. Ramey & Associates, Inc. for the engineering design of sidewalk enhancements for the Colorado Boulevard/Beckley Avenue area - Not to exceed $209,790 - Financing: General Obligation Commercial Paper Funds Lina T. Ramey & Associates, Inc. is a local, minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use the following sub-contractors. PROJECT CATEGORY: Architecture & Engineering _______________________________________________________________ LOCAL/NON-LOCAL CONTRACT SUMMARY Amount

Percent

Total local contracts Total non-local contracts

$209,789.40 $0.00

100.00% 0.00%

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

TOTAL CONTRACT

$209,789.40

100.00%

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

Certification

Lina T. Ramey & Associates, Inc. Craig Design Group, Inc. Hayden Consultants, Inc.

IFDB54491Y0813 WFDB54664Y0813 WFDB54176Y0713

Total Minority - Local

Amount

Percent

$152,267.40 $46,242.00 $11,280.00

72.58% 22.04% 5.38%

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

$209,789.40

100.00%

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

Percent

Local & Non-Local

Percent

African American Hispanic American Asian American Native American WBE

$0.00 $0.00 $152,267.40 $0.00 $57,522.00

0.00% 0.00% 72.58% 0.00% 27.42%

$0.00 $0.00 $152,267.40 $0.00 $57,522.00

0.00% 0.00% 72.58% 0.00% 27.42%

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

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

Total

$209,789.40

100.00%

$209,789.40

100.00%

COLORADO BOULEY ARD I BECKLEY A VENUE AREA SIDEWALK ENHANCEMENT

45 r

DEALEY

[ MAPSCO 44 V,

COUNCIL CHAMBER

June 12, 2013 WHEREAS, Lina T. Ramey & Associates, Inc. was selected to provide the engineering design of sidewalk enhancements for the Colorado Boulevard/Beckley Avenue area. 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 professional services contract with Lina T. Ramey & Associates, Inc. for the engineering design of sidewalk enhancements for the Colorado Boulevard/Beckley Avenue area in an amount not to exceed $209,789.40, 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: Street and Transportation Improvements Fund Fund 1T22, Department PBW, Unit P791, Act. SSUD Obj. 4111, Program #PB06P791, CT PBW06P791I1 Vendor #356668, in an amount not to exceed

$209,789.40

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 # 3 Public Safety Improvements and Crime Reduction

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

DEPARTMENT:

Public Works Department Water Utilities

CMO:

Jill A. Jordan, P.E., 670-5299 Forest E. Turner, 670-3390

MAPSCO:

56B F G ________________________________________________________________

SUBJECT Authorize a professional services contract with Freese and Nichols, Inc. for the engineering design of street and thoroughfare improvements for South Lamar Street from Interstate 45 to Emery Street - Not to exceed $747,840 - Financing: General Obligation Commercial Paper Funds ($696,811) and Water Utilities Capital Improvement Funds ($51,029) BACKGROUND This action will authorize a professional services contract with Freese and Nichols, Inc. for the engineering design of street and thoroughfare improvements for South Lamar Street from Interstate 45 to Emery Street. This project was approved by the citizens as part of the street improvements proposition of the 2012 Bond Program. The project includes the study and design for roadway, streetscape, storm drainage and utility improvements along Lamar Street from Interstate 45 to Emery Street. The project also includes coordination with the community and the Texas Department of Transportation (TxDOT). The proposed roadway section will be a 4-lane undivided roadway within the existing right-of-way. The City of Dallas' design standards will be used where practical and will include complete street designs and low impact development concepts. The project also includes services to document and submit the project to the Institute for Sustainable Infrastructure (ISI) to be rated using the Envision System.

BACKGROUND (Continued) The scope also includes a corridor planning and watershed study which will result in recommendations that will be incorporated into the project design. Lamar Street will include intersection turn lanes, on-street parking, sidewalks, streetscape design for intersections, and pedestrian street lighting. The intersections and bus stops will be designed to incorporate the branding established during the corridor planning study. The Lamar Street storm drainage will include a pocket bio-retention cell design, a proposed storm drainage system along the new roadway alignment, and outfalls. ESTIMATED SCHEDULE OF PROJECT Begin Design Complete Design Begin Construction Complete Construction

June 2013 December 2014 June 2015 December 2016

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) This item has no prior action. FISCAL INFORMATION 2012 Bond Funds (General Obligation Commercial Paper Funds) - $696,811 Water Utilities Capital Improvement Funds - $51,029 Design (this action) Construction Paving & Drainage - PBW Water & Wastewater - DWU

$ 747,840 $5,143,810 (est.) $ 770,328 (est.)

Total

$6,661,978 (est.)

M/WBE INFORMATION See attached. ETHNIC COMPOSITION Freese and Nichols, Inc. Hispanic Female African-American Female Other Female White Female

8 5 5 134

Hispanic Male African-American Male Other Male White Male

39 8 12 314

Agenda Date 06/12/2013 - page 2

OWNER Freese and Nichols, Inc. Tricia H. Hatley, P.E., Vice President/Principal MAP Attached.

Agenda Date 06/12/2013 - page 3

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize a professional services contract with Freese and Nichols, Inc. for the engineering design of street and thoroughfare improvements for South Lamar Street from Interstate 45 to Emery Street - Not to exceed $747,840 - Financing: General Obligation Commercial Paper Funds ($696,811) and Water Utilities Capital Improvement Funds ($51,029) Freese and Nichols, Inc. is a local, non-minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use the following sub-contractors. PROJECT CATEGORY: Architecture & Engineering _______________________________________________________________ LOCAL/NON-LOCAL CONTRACT SUMMARY Amount

Percent

Total local contracts Total non-local contracts

$744,120.00 $3,720.00

99.50% 0.50%

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

TOTAL CONTRACT

$747,840.00

100.00%

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

Certification

BDS Technologies, Inc. HVJ Associates, Inc. Nathan D. Maier Caye Cook & Associates

BMDB56499Y0214 BMMB53354N0413 WFWB54327Y0713 WFWB53540Y0513

Total Minority - Local

Amount

Percent

$46,390.00 $20,884.00 $98,442.00 $26,187.43

6.23% 2.81% 13.23% 3.52%

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

$191,903.43

25.79%

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

Percent

Local & Non-Local

Percent

African American Hispanic American Asian American Native American WBE

$67,274.00 $0.00 $0.00 $0.00 $124,629.43

9.04% 0.00% 0.00% 0.00% 16.75%

$67,274.00 $0.00 $0.00 $0.00 $124,629.43

9.00% 0.00% 0.00% 0.00% 16.67%

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

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

Total

$191,903.43

25.79%

$191,903.43

25.66%

STREET IMPROVEMENTS S. LAMAR FROM 1路45 TO EMERY STREET

56J

[MAPSCO 568 & 56F]

COUNCIL CHAMBER

June 12, 2013 WHEREAS, Freese and Nichols, Inc. was selected to provide the engineering design of thoroughfare improvements for South Lamar Street from Interstate 45 to Emery Street. 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 professional services contract with Freese and Nichols, Inc. for the engineering design of thoroughfare improvements for South Lamar Street from Interstate 45 to Emery Street in an amount not to exceed $747,840, 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: Street and Transportation Improvements Fund Fund 1T22, Department PBW, Unit S396, Act. THRF Obj. 4111, Program #PB12S396, CT PBW12S396H1 Vendor #347200, in an amount not to exceed

$696,811.00

Water Capital Improvement Fund Fund 2115, Department DWU, Unit PW42, Act. RELP Obj. 4111, Program #713127, Reporting W3DR, CT PBW713127CP Vendor #347200, in an amount not to exceed $ 27,180.62 Wastewater Capital Improvement Fund Fund 2116, Department DWU, Unit PS42, Act. RELP Obj. 4111, Program #713128, Reporting T2QT, CT PBW713128CP Vendor #347200, in an amount not to exceed $ 23,848.38 Total in an amount not to exceed

$747,840.00

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 # 3 KEY FOCUS AREA:

Economic Vibrancy

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 twenty-four month construction service contracts with three twelve-month renewal options to perform job order contracting services with Chamberlin Dallas, LLC in the amount of $1,500,000, Kellogg Brown and Root, LLC in the amount of $3,486,443, and METCO Engineering, Inc. in the amount of $1,500,000, the three best value proposers of thirteen - Not to exceed $6,486,443 - Financing: Aviation Current Funds ($1,855,000), Convention and Event Services Current Funds ($750,000), and General Obligation Commercial Paper Funds ($3,881,443) (subject to annual appropriations) BACKGROUND Job order contracting (JOC) is an alternative contracting method that provides an option to address construction, repair, rehabilitation, and alterations at City owned buildings. Texas Local Government Code ยง 271.120. was added by Acts 2001, 77th Leg., ch. 1409, ยง 5, effective September 1, 2001. These contracts were competitively bid with indefinite delivery and indefinite quantities. Work shall consist of facility repairs, rehabilitations, alterations, and construction projects. This action authorizes construction service contracts with three firms to perform job order contracting for Public Works. JOC provides for job orders to be issued to the selected firms to perform work based on the selected pricing standard. This method reduces the normal time required when using the traditional design-bid-build delivery method. JOC uses pre-qualified construction firms, assists in managing workload, and provides access to construction specialties.

BACKGROUND (Continued) In a selection process following City of Dallas Administrative Directive 4-5, three of thirteen firms were selected as the best value proposers: Firm

Type of Services

Chamberlin Dallas, LLC Kellogg Brown and Root, LLC METCO Engineering, Inc.

Waterproofing & Roofing General Construction Air Conditioning

PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) This item has no prior action. FISCAL INFORMATION $2,605,000 - Current Funds (subject to annual appropriations) $3,881,443 - General Obligation Commercial Paper Funds This action does not encumber funding for the services. Upon approval of a job order, the funds for services are to be encumbered from project funds and/or operating funds from the department receiving services. M/WBE INFORMATION See attached. ETHNIC COMPOSITION Chamberlin Dallas, LLC Hispanic Female African-American Female Other Female White Female

3 1 0 4

Hispanic Male African-American Male Other Male White Male

112 0 2 27

268 333 356 1,518

Hispanic Male African-American Male Other Male White Male

1,364 1,057 728 7,937

Kellogg Brown and Root, LLC Hispanic Female African-American Female Other Female White Female

Agenda Date 06/12/2013 - page 2

ETHNIC COMPOSITION (Continued) METCO Engineering, Inc. Hispanic Female African-American Female Other Female White Female

0 0 0 2

Hispanic Male African-American Male Other Male White Male

15 3 0 9

PROPOSAL INFORMATION Thirteen competitive sealed proposals were received and opened on October 25, 2012. The proposers are as follows: * Denotes successful best value proposer. 3i Construction, LLC Centennial Contractors Enterprises, Inc. *Chamberlin Dallas, LLC 2346 Glenda Drive Dallas, Texas 75229 CME Builders & Engineers, Inc. CORE Construction Services of Texas, Inc. FHP Tectonics Corp. Frontier Electric, LLC *Kellogg Brown and Root, LLC 1807 Ross Avenue, Suite 450 Dallas, Texas 75201 *METCO Engineering, Inc. 1202 Richardson Drive, Suite 218 Richardson, Texas 75080 MetalMan Design-Build Corp. RNDI Companies, Inc. Tillage Construction LLC Williams & Thomas, LP (dba Jamail & Smith Construction) OWNERS Chamberlin Dallas, LLC John Kafka, President Art Canales, Vice President David Neal, Vice President

Agenda Date 06/12/2013 - page 3

OWNERS (Continued) Kellogg Brown and Root, LLC Bill Utt, Chief Executive Officer Darrell Hargrave, President METCO Engineering, Inc. Zara Sadeghian, President

Agenda Date 06/12/2013 - page 4

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize twenty-four month construction service contracts with three twelve-month renewal options to perform job order contracting services with Chamberlin Dallas, LLC in the amount of $1,500,000, Kellogg Brown and Root, LLC in the amount of $3,486,443, and METCO Engineering, Inc. in the amount of $1,500,000, the three best value proposers of thirteen - Not to exceed $6,486,443 - Financing: Aviation Current Funds ($1,855,000), Convention and Event Services Current Funds ($750,000), and General Obligation Commercial Paper Funds ($3,881,443) (subject to annual appropriations) Chamberlin Dallas, LLC is a local, non-minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use their own workforce. PROJECT CATEGORY: Construction _______________________________________________________________ LOCAL/NON-LOCAL CONTRACT SUMMARY Amount

Percent

Total local contracts Total non-local contracts

$1,500,000.00 $0.00

100.00% 0.00%

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

TOTAL CONTRACT

$1,500,000.00

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%

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize twenty-four month construction service contracts with three twelve-month renewal options to perform job order contracting services with Chamberlin Dallas, LLC in the amount of $1,500,000, Kellogg Brown and Root, LLC in the amount of $3,486,443, and METCO Engineering, Inc. in the amount of $1,500,000, the three best value proposers of thirteen - Not to exceed $6,486,443 - Financing: Aviation Current Funds ($1,855,000), Convention and Event Services Current Funds ($750,000), and General Obligation Commercial Paper Funds ($3,881,443) (subject to annual appropriations) Kellogg Brown and Root, LLC is a non-local, non-minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use their own workforce. PROJECT CATEGORY: Construction _______________________________________________________________ LOCAL/NON-LOCAL CONTRACT SUMMARY Amount

Percent

Total local contracts Total non-local contracts

$0.00 $3,486,443.00

0.00% 100.00%

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

TOTAL CONTRACT

$3,486,443.00

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%

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize twenty-four month construction service contracts with three twelve-month renewal options to perform job order contracting services with Chamberlin Dallas, LLC in the amount of $1,500,000, Kellogg Brown and Root, LLC in the amount of $3,486,443, and METCO Engineering, Inc. in the amount of $1,500,000, the three best value proposers of thirteen - Not to exceed $6,486,443 - Financing: Aviation Current Funds ($1,855,000), Convention and Event Services Current Funds ($750,000), and General Obligation Commercial Paper Funds ($3,881,443) (subject to annual appropriations) METCO Engineering, Inc. is a local, minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use their own workforce. PROJECT CATEGORY: Construction _______________________________________________________________ LOCAL/NON-LOCAL CONTRACT SUMMARY Amount

Percent

Total local contracts Total non-local contracts

$1,500,000.00 $0.00

100.00% 0.00%

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

TOTAL CONTRACT

$1,500,000.00

100.00%

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

Certification

METCO Engineering, Inc.

WFDB50427Y0913

Total Minority - Local

Amount

Percent

$1,500,000.00

100.00%

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

$1,500,000.00

100.00%

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

Percent

Local & Non-Local

Percent

African American Hispanic American Asian American Native American WBE

$0.00 $0.00 $0.00 $0.00 $1,500,000.00

0.00% 0.00% 0.00% 0.00% 100.00%

$0.00 $0.00 $0.00 $0.00 $1,500,000.00

0.00% 0.00% 0.00% 0.00% 100.00%

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

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

Total

$1,500,000.00

100.00%

$1,500,000.00

100.00%

COUNCIL CHAMBER

June 12, 2013 WHEREAS, the State of Texas Local Government Code, Section ยง271.113 provides for job order contracting by local municipalities; and, WHEREAS, Public Works job order contracting services are desirable and necessary to perform construction, repair, rehabilitation, and alterations at City buildings; and, WHEREAS, it is desirable for the Public Works Department to establish contracts with job order contracting firms to provide construction services; and, WHEREAS, thirteen firms submitted job order contracting proposals that were received and opened on October 25, 2012; and, WHEREAS, the proposals were evaluated in accordance with City Administrative Directive 4-5, and three firms were selected as the best value proposers to the City: Chamberlin Dallas, LLC, Kellogg Brown and Root, LLC, and METCO Engineering, Inc.; and, WHEREAS, it is now desirable to authorize twenty-four month construction service contracts with three twelve-month renewal options to perform Job Order Contracting services with Chamberlin Dallas, LLC in the amount of $1,500,000, Kellogg Brown and Root, LLC in the amount of $3,486,443, and METCO Engineering, Inc. in the amount of $1,500,000, the best value proposers of thirteen, total amount not to exceed $6,486,443. 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 twenty-four month construction service contracts with three twelve-month renewal options to perform Job Order Contracting services with Chamberlin Dallas, LLC (Vendor No. VS0000054209) in the amount of $1,500,000, Kellogg Brown and Root, LLC (Vendor No. 244324) in the amount of $3,486,443, and METCO Engineering, Inc. (Vendor No. VS0000025965) in the amount of $1,500,000, the best value proposers of thirteen, total amount not to exceed $6,486,443, after it has been approved as to form by the City Attorney. Section 2. That the Director of Public Works or designated representative is authorized to request services as needed with any of the contracted firms in accordance with the contract terms.

COUNCIL CHAMBER

June 12, 2013 Section 3. That the City Controller is hereby authorized to disburse funds in accordance with the terms and conditions of the contracts from the applicable project fund for the individual construction for which the services are being performed, subject to annual appropriation of funding by the City Council from: Fund: 0130; Dept: AVI; Unit: Various; Object: 3210; Amount: $1,855,000.00 Fund: 0080; Dept: CCT; Unit: Various; Object: Various; Amount: $750,000.00 Fund: 1T33; Dept: PBW; Unit: Various; Object: Various; Amount: $1,446,643.00 Fund: 1T42; Dept: PBW; Unit: Various; Object: Various; Amount: $1,500,000.00 Fund: 1T00; Dept: PKR; Unit: Various; Object: Various; Amount: $934,800.00 Section 4. That each contract shall provide for termination by the City Manager, without liability, in the event of non-appropriation of funding available for these contracts by the City Council. Section 5. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the City of Dallas, and it is accordingly so resolved.

AGENDA ITEMS # 3 ,3 KEY FOCUS AREA:

Economic Vibrancy

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

DEPARTMENT:

Public Works Department

CMO:

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

MAPSCO:

45F K L ________________________________________________________________

SUBJECT Olive Street Extension of the McKinney Avenue Trolley *

BACKGROUND The construction of the McKinney Avenue Trolley Olive Street Extension Project began in August 2010. The Downtown Improvement District (DID) requested granite pavers at three trolley stops, seating blocks along Olive Street, and one trolley pole base cover at the Trammel Crow Building to be installed with the project. The cost for this additional work is estimated at $158,635 and is to be funded by DID. This action will authorize Change Order No. 4 to allow for the construction of the additional granite pavers, seating blocks and pole base cover.

BACKGROUND (Continued) The McKinney Avenue Trolley Olive Street Extension Project includes construction of streetcar track on the west side of Olive Street to connect the existing track at McKinney Avenue to the southern terminus near the Dallas Area Rapid Transit (DART) Transit Mall at Bryan Street. This project was designed to accommodate the vintage trolley fleet as well as a modern streetcar system that will be operated by DART. The project also includes reconstruction of Dallas Water Utilities facilities in the vicinity of the streetcar project. ESTIMATED SCHEDULE OF PROJECT Began Design Completed Design Began Construction Complete Construction

September 1996 April 2010 August 2010 October 2013

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) Authorized endorsement of the Statewide Transportation Enhancement Program First Call for Projects on September 22, 1993, by Resolution No. 93-3503. Authorized endorsement of the Statewide Transportation Enhancement Program Second Call for Projects on August 10, 1994, by Resolution No. 94-2872. Authorized an Interlocal Agreement with the Texas Department of Transportation on December 13, 1995, by Resolution No. 95-4088. Authorized a professional services contract with Huitt-Zollars, Inc. on September 25, 1996, by Resolution No. 96-3034. Authorized Supplemental Agreement No. 1 to the contract with Huitt-Zollars, Inc. on June 10, 1998, by Resolution No. 98-1711. Authorized Supplemental Agreement No. 3 to the contract with Huitt-Zollars, Inc. on June 28, 2000, by Resolution No. 00-2025. Authorized support and continued development of the McKinney Avenue Trolley Olive Street Extension on January 14, 2006, by Resolution No. 06-0114. Authorized Supplemental Agreement No. 4 to the contract with Huitt-Zollars, Inc. on February 14, 2007, by Resolution No. 07-0477. Authorized Supplemental Agreement No. 5 to the contract with Huitt-Zollars, Inc. on June 25, 2008, by Resolution No. 08-1901.

Agenda Date 06/12/2013 -page 2

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) (Continued) Authorized Supplemental Agreement No. 7 to the contract with Huitt-Zollars, Inc. on April 22, 2009, by Resolution No. 09-1078. Authorized a construction contract with Gibson Associates, Inc. on August 25, 2010, by Resolution No. 10-2140. Authorized a multiple Use Agreement with Texas Department of Transportation on August 25, 2010, by Resolution No. 10-2141. Authorized Supplemental Agreement No. 8 to contract with Huitt-Zollars, Inc. on December 14, 2011, by Resolution No. 11-3261. Authorized Change Order No. 2 to the contract with Gibson and Associates, Inc. on December 14, 2011, by Resolution No. 11-3262. FISCAL INFORMATION Capital Project Reimbursement Funds - $158, 635 M/WBE INFORMATION See attached. ETHNIC COMPOSITION Gibson and Associates, Inc. Hispanic Female African-American Female Other Female White Female

0 1 0 4

Hispanic Male African-American Male Other Male White Male

58 0 2 21

OWNER Gibson and Associates, Inc. William J. Gibson, President William E. Gibson, Chief Executive Officer Patricia M. Gibson, Secretary A.J. Johnston, Executive Vice President MAP Attached.

Agenda Date 06/12/2013 -page 3

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize an increase in the contract with Gibson & Associates, Inc. for the construction of granite pavers at trolley stops and additional items for the McKinney Avenue Trolley Olive Street Extension Project - Not to exceed $158,635, from $8,666,777 to $8,825,412 - Financing: Capital Projects Reimbursement Funds Gibson & Associates, Inc. is a non-local, non-minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use the following sub-contractor. PROJECT CATEGORY: Construction _______________________________________________________________ LOCAL/NON-LOCAL CONTRACT SUMMARY - THIS ACTION ONLY Amount

Percent

Local contracts Non-local contracts

$46,695.00 $111,940.00

29.44% 70.56%

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

TOTAL THIS ACTION

$158,635.00

100.00%

LOCAL/NON-LOCAL M/WBE PARTICIPATION THIS ACTION Local Contractors / Sub-Contractors None Non-Local Contractors / Sub-Contractors Non-local

Certification

Hardscape Specialities, Inc.

HMMB53973N0613

Total Minority - Non-local

Amount

Percent

$10,800.00

9.65%

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

$10,800.00

9.65%

TOTAL M/WBE PARTICIPATION This Action Percent Amount African American Hispanic American Asian American Native American WBE Total

$0.00 $10,800.00 $0.00 $0.00 $0.00

0.00% 6.81% 0.00% 0.00% 0.00%

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

$10,800.00

Participation to Date Amount Percent $1,909,174.57 $1,259,849.30 $0.00 $0.00 $0.00

21.63% 14.28% 0.00% 0.00% 0.00%

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

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

6.81%

$3,169,023.87

35.91%

McKinney Avenue Trolley Olive Street Extension

___ ,_. (MAPSCO 45 F, K, L)

COUNCIL CHAMBER

June 12, 2013 WHEREAS, the City of Dallas nominated the McKinney Avenue Trolley Extension Project for participation in the Statewide Transportation Enhancement Program on September 22, 1993, by Resolution No. 93-3503, and August 10, 1994, by Resolution No. 94-2872 and agreed to provide the required local matching funds; and, WHEREAS, on December 13, 1995, Resolution No. 95-4088 authorized an Interlocal Agreement with the Texas Department of Transportation for the design and construction of the McKinney Avenue Trolley Extension project; and, WHEREAS, on September 25, 1996, Resolution No. 96-3034 authorized a professional services contract with Huitt-Zollars, Inc. for the design of paving, drainage, water and wastewater improvements for the extension of the McKinney Avenue Trolley to the West End Historic District and to the CityPlace area; and, WHEREAS, on June 10, 1998, Resolution No. 98-1711 authorized Supplemental Agreement No. 1 to the contract with Huitt-Zollars, Inc. for additional professional services in the amount of $117,400, increasing the contract from $857,400 to $974,800; and, WHEREAS, on October 20, 1999, Administrative Action No. 99-3220 authorized Supplemental Agreement No. 2 to the contract with Huitt-Zollars, Inc. for the design of antique poles in the amount of $14,900, increasing the contract from $974,800 to $989,700; and, WHEREAS, on June 28, 2000, Resolution No. 00-2025 authorized Supplemental Agreement No. 3 to the contract with Huitt-Zollars, Inc. for additional professional services in the amount of $59,800, increasing the contract from $989,700 to $1,049,500; and, WHEREAS, design was completed and a construction contract was awarded and completed for the trolley's north extension to CityPlace; and, WHEREAS, design was substantially completed for the trolley's downtown extension prior to being placed on hold because of funding and utility issues; and, WHEREAS, an alternate route for the downtown extension was identified, and the City of Dallas, McKinney Avenue Transit Authority, DART, and the Texas Department of Transportation proceeded with this alternative; and, WHEREAS, on February 14, 2007, Resolution No. 07-0477 authorized Supplemental Agreement No. 4 to the contract with Huitt-Zollars, Inc. to provide additional engineering and environmental services for paving and drainage improvements for the McKinney Avenue Trolley Olive Street Extension Project in the amount of $551,483, increasing the contract from $1,049,500 to $1,600,983; and,

COUNCIL CHAMBER

June 12, 2013 WHEREAS, on June 25, 2008, Resolution No. 08-1901 authorized Supplemental Agreement No. 5 to the contract with Huitt-Zollars, Inc. to provide additional engineering and environmental services for paving and drainage improvements for the McKinney Avenue Trolley Olive Street Extension Project in the amount of $1,147,211, increasing the contract from $1,600,983 to $2,748,194; and, WHEREAS, on March 3, 2009, Administrative Action No. 09-0657 authorized Supplemental Agreement No. 6 to the contract with Huitt-Zollars, Inc. to provide additional engineering and environmental services for paving and drainage improvements for the McKinney Avenue Trolley Olive Street Extension Project in the amount of $20,567.44, increasing the contract from $2,748,194 to $2,768,761.44; and, WHEREAS, on April 22, 2009, Resolution No. 09-1078 authorized Supplemental Agreement No. 7 to the contract with Huitt-Zollars, Inc. to provide additional engineering services for the final design of storm drainage facilities for the McKinney Avenue Trolley Olive Street Extension Project in the amount of $21,080.00, increasing the contract from $2,768,761.44 to $2,789,841.44; and, WHEREAS, on August 25, 2010, Resolution No. 10-2140 authorized a contract with Gibson and Associates, Inc. for the construction of the McKinney Avenue Trolley Olive Street Extension Project in an amount not to exceed $8,403,345.33; and, WHEREAS, on August 25, 2010, Resolution No. 10-2141 authorized a Multiple Use Agreement with Texas Department of Transportation to allow for construction of streetcar tracks within their right-of-way for the McKinney Avenue Trolley Olive Street Extension Project; and, WHEREAS, on September 14, 2011, Administrative Action No. 11-2349 authorized Change Order No. 1 to the construction contract with Gibson and Associates, Inc. for revised scope associated with shortened project limits and revised track section for the McKinney Avenue Trolley Olive Street Extension Project; and, WHEREAS, the Texas Department of Transportation's federal-funding criteria includes â&#x20AC;&#x153;Buy Americaâ&#x20AC;? provisions that require the purchase of domestically-manufactured steel for construction of the McKinney Avenue Trolley Olive Street Extension Project; and, WHEREAS, on December 14, 2011, Resolution No. 11-3261 authorized Supplemental Agreement No. 8 to the professional services contract with Huitt-Zollars, Inc. to provide additional engineering services related to federal mandated track modifications for the McKinney Avenue Trolley Olive Street Extension Project in the amount of $386,750.00, increasing the contract from $2,789,841.44 to $3,176,591.44; and,

COUNCIL CHAMBER

June 12, 2013 WHEREAS, on December 14, 2011, Resolution No. 11-3262 authorized Change Order No. 2 to the contract with Gibson and Associates, Inc. for the construction of federal mandated track modifications for the McKinney Avenue Trolley Olive Street Extension Project in the amount of $263,431.81, increasing the contract from $8,403,345.33 to $8,666,777.14; and, WHEREAS, on April 17, 2013, Administrative Action No. 13-5484 authorized Change Order No. 3 to the construction contract with Gibson and Associates, Inc. for additional traffic control measures, landscaping along Olive Street and a new joint use centenary pole for the McKinney Avenue Trolley Olive Street Extension Project; and, WHEREAS, the Downtown Improvement District (DID) requested granite pavers at three trolley stops, granite seating blocks along Olive Street and a pole base cover at the Trammel Crow Building be installed with the McKinney Avenue Trolley Olive Street Extension Project, and will pay for the costs associated with the additional work in an amount not to exceed $158,635; and, WHEREAS, it is now necessary to authorize Change Order No. 4 to the contract with Gibson and Associates, Inc. for the construction of granite pavers at trolley stops and additional items for the McKinney Avenue Streetcar Olive Street Extension Project in the amount of $158,635.00, increasing the contract from $8,666,777.14 to $8,825,412.14. 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 Change Order No. 4 to the contract with Gibson and Associates, Inc. for the construction of granite pavers at trolley stops and additional items for the McKinney Avenue Trolley Olive Street Extension Project in the amount of $158,635.00, increasing the contract from $8,666,777.14 to $8,825,412.14, 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: Capital Projects Reimbursement Fund Fund 0556, Dept. PBW, Unit U220, Act. INGV Obj. 4510, Program #PB06U220, CT PBW06U220K1 Vendor 230445, in an amount not to exceed

$158,635.00

COUNCIL CHAMBER

June 12, 2013 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.

COUNCIL CHAMBER

June 12, 2013 WHEREAS, on December 14, 2011, Resolution No. 11-3262 authorized Change Order No. 2 to the contract with Gibson and Associates, Inc. for the construction of federal mandated track modifications for the McKinney Avenue Trolley Olive Street Extension Project in the amount of $263,431.81, increasing the contract from $8,403,345.33 to $8,666,777.14; and, WHEREAS, on April 17, 2013, Administrative Action No. 13-5484 authorized Change Order No. 3 to the construction contract with Gibson and Associates, Inc. for additional traffic control measures, landscaping along Olive Street and a new joint use centenary pole for the McKinney Avenue Trolley Olive Street Extension Project; and, WHEREAS, the Downtown Improvement District (DID) requested granite pavers at three trolley stops, granite seating blocks along Olive Street and a pole base cover at the Trammel Crow Building be installed with the McKinney Avenue Trolley Olive Street Extension Project, and will pay for the costs associated with the additional work in an amount not to exceed $158,635; and, WHEREAS, it is now necessary to authorize a participation agreement with the Downtown Improvement District for the construction of granite pavers at trolley stops and additional items for the McKinney Avenue Trolley Olive Street Extension Project. 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 participation agreement with the Downtown Improvement District for the construction of granite pavers at trolley stops and additional items for the McKinney Avenue Trolley Olive Street Extension Project in the amount of $158,635, after it has been approved as to form by the City Attorney. Section 2. That the City Controller is hereby authorized to deposit funds from the Downtown Improvement District in an amount not to exceed $158,635 Fund 0556, Dept. PBW, Unit U220, Revenue Source 8492. Section 3. That the City Manager is hereby authorized to increase appropriations in the Capital Projects Reimbursement Fund 0556, Department PBW, Unit U220, Obj. 4510 in the amount of $158,635. 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.

AGENDA ITEM # 3 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

BUSINESS INCLUSION AND DEVELOPMENT 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 local, non-minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use the following sub-contractors. PROJECT CATEGORY: Construction _______________________________________________________________ LOCAL/NON-LOCAL CONTRACT SUMMARY - THIS ACTION ONLY Amount

Percent

Local contracts 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

JR Roofing Supply

PMDB54401Y0813

Total Minority - Local

Amount

Percent

$22,000.00

10.59%

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

$22,000.00

10.59%

Amount

Percent

Non-Local Contractors / Sub-Contractors Non-local

Certification

WnR, Inc.

WFDB57428Y5147

Total Minority - Non-local

$50,000.00

126.60%

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

$50,000.00

126.60%

TOTAL M/WBE PARTICIPATION This Action Percent Amount 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%

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

Total

$72,000.00

Participation to Date Amount Percent $0.00 $2,875,573.63 $0.00 $0.00 $50,000.00

0.00% 40.42% 0.00% 0.00% 0.70%

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

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

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 # 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 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.

AGENDA ITEM # 40 KEY FOCUS AREA:

Economic Vibrancy

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

DEPARTMENT:

Sustainable Development and Construction Public Works Department

CMO:

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

MAPSCO:

75C ________________________________________________________________

SUBJECT Authorize acquisition from George P. Shropulos and Millie L. Shropulos, of approximately 21,779 square feet of land located near the intersection of Wheatland and Houston School Roads for the Wheatland Road Improvement Project - Not to exceed $21,300 ($18,300, plus closing costs and title expenses not to exceed $3,000) Financing: 2003 Bond Funds BACKGROUND This item authorizes the acquisition of approximately 21,779 square feet of land located near the intersection of Wheatland and Houston School Roads from George P. Shropulos and Millie L. Shropulos. This property will be used for the Wheatland Road Improvement Project. The consideration is based on an independent appraisal. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) This item has no prior action. FISCAL INFORMATION 2003 Bond Funds - $21,300 ($18,300, plus closing costs and title expenses not to exceed $3,000) OWNERS George P. Shropulos Millie L. Shropulos

MAPS Attached

Agenda Date 06/12/2013 - page 2

655

DALLAS 65X

750 E

0.51 Ml

Mapsco 75C Scale 1 : 16 332

7608

E Wheatland Road

-o 0 0

cr: 0 0

s::.. 0

(f)

c 0

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To be Acquired

COUNCIL CHAMBER

June 12, 2013 A RESOLUTION DETERMINING UPON THE NECESSITY OF ACQUIRING REAL PROPERTY AND AUTHORIZING ITS PURCHASE FOR PUBLIC USE. DEFINITIONS: For the purposes of this resolution, the following definitions of terms shall apply: "CITY": The City of Dallas “PROPERTY": Approximately 21,779 square feet of land located in Dallas County, Texas, and being the same property more particularly described in "Exhibit A", attached hereto and made a part hereof for all purposes, and any and all improvements, rights and appurtenances appertaining thereto. “PROJECT”: Wheatland Road Improvement Project “USE”:

The widening of Wheatland Road; provided, however, to the extent fee title to the PROPERTY is acquired, such title and the PROPERTY shall not be limited to or otherwise deemed restricted to the USE here provided.

"PROPERTY INTEREST": Fee Simple Title subject to the exceptions, reservations, covenants, conditions and/or interests, if any, provided in the instrument more particularly described in Exhibit “B” "OWNER": George P. Shropulos and Millie L. Shropulos, provided, however, that the term “OWNER” as used in this resolution means all persons having an ownership interest, regardless of whether those persons are actually named herein. "PURCHASE AMOUNT": $18,300 "CLOSING COSTS AND TITLE EXPENSES": Not to exceed $3,000 "AUTHORIZED AMOUNT": Not to exceed $21,300 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: SECTION 1. That the USE of the PROPERTY for the PROJECT is a public use. SECTION 2. That public necessity requires that CITY acquire the PROPERTY INTEREST in the PROPERTY for the PROJECT.

COUNCIL CHAMBER

June 12, 2013 SECTION 3. That the City Manager, and/or the City Manager's designees, is hereby authorized and directed to consummate and accept the purchase, grant, and conveyance to CITY of the PROPERTY INTEREST in and to the PROPERTY pursuant to the conveyancing instrument substantially in the form described in Exhibit "B", attached hereto and made a part hereof for all purposes, and approved as to form by the City Attorney and to execute, deliver and receive such other usual and customary documents necessary, appropriate and convenient to consummating this transaction . SECTION 4. That to the extent the PROPERTY is being purchased wholly or partly with bond proceeds CITY has obtained an independent appraisal of the PROPERTY'S market value. SECTION 5. That OWNER has been provided with a copy of the Landowner's Bill of Rights as contemplated by applicable state statute. SECTION 6. That in the event this acquisition closes , the City Controller is authorized and directed to draw a warrant in favor of the OWNER, or the then current owner of record, or the title company closing the transaction described herein in the PURCHASE AMOUNT and CLOSING COSTS AND TITLE EXPENSES payable out of Street and Transportation Improvements Funds, Fund No. 5R22 , Department PBW, Unit U803, Activity THRF, Program No. PB06U803, Object 4210, Encumbrance No. SUSU803EG73. The PURCHASE AMOUNT, CLOSING COSTS and TITLE EXPENSES together shall not exceed the AUTHORIZED AMOUNT. SECTION 7. That CITY is to have possession and/or use, as applicable, of the PROPERTY at closing; and CITY will pay any title expenses and closing costs. All costs and expenses described in this section shall be paid from the previously described funds . SECTION 8. 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 . APPROVED AS TO FORM: THOMAS P. PERKINS, JR., City Attorney

Field Notes Describing a 21,779 Square Foot Tract of Land To Be Acquired in Block 7608 From The George P. Shropulos Family Limited Partnership Being a 21,779 Square Foot (0.500 Acre) tract of land situated in the M.L. Swing Survey, Abstract No. 1422, in the City of Dallas, Dallas County, Texas, lying in Block 7608 (official City of Dallas Block Numbers), and being a portion of the property conveyed to the George P. Shropulos Family Limited Partnership, by Warranty Deed dated February 21, 1994 and recorded in Volume 94043, Page 2846 of the Deed Records of Dallas County, Texas and being more particularly described as follows: BEGINNING at a 60-D Nail set in the Centerline of Wheatland Road (a VariableWidth Right-of-Way) at the West corner of said Shropulos Family tract, being also the most Northerly corner of a tract of land conveyed to Susan Wright Key by Special Warranty Deed dated January 28, 1988 and recorded in Volume 88021, Page 1852 of the Deed Records of Dallas County, Texas, and being also the most Westerly corner of the herein described tract of land: THENCE North 59°11'08" East with the said Centerline of Wheatland Road a distance of 520.96 feet tp a 60-D Nail set at an corner of the herein described tract of land: THENCE North 58°47'35" East, continuing with the said Centerline of Wheatland Road a distance of 23.97 feet to a 60-D Nail set at the most Northerly corner of said Shropulos Family tract, being also the most Northerly corner of the herein described tract of land: THENCE South 30°11'00" East with the Northeast line of said Shropulos Family tract, pass at 25.00 feet the Southeast Right-of-Way line of Wheatland Road as presently occupied, and continuing for a total distance of 40.01 feet to a 5/8 inch dia. iron rod with cap marked "CITY OF DALLAS" (hereinafter referred to as a "5/8"1. R. w/COD cap") set at the most Easterly corner of the herein described tract of land: THENCE South 58°47'35" West, 15.00 feet perpendicularly from and parallel with the said presently occupied Southeast line of Wheatland Road a distance of 23.39 feet to a 5/8"1.R. w/COD cap set at an outside corner of the herein described tract of land: THENCE South 59°11'08" West, continuing at 15.00 feet perpendicularly from and parallel with the said presently occupied Southeast line of Wheatland Road, a distance of 520.62 feet to a 5/8"1.R. w/COD cap set at the most Southerly corner of the herein described tract of land:

Parcel No.9

Page 1 of 3

EXHIRtT A Field Notes Describing a 21,779 Square Foot Tract of Land To Be Acquired in Block 7608 From The George P. Shropulos Family Limited Partnership THENCE North 31 째30'29" West, pass at 15.00 feet the said presently occupied Southeast line of Wheatland Road, and continuing for a total distance of 40.00 feet to the POINT OF BEGINNING, containing 21,779 Square Feet, or 0.500 Acres of land, of which 13,616 Square Feet of land is in the presently used roadway of Wheatland Road, to which no warranty is made hereunder, but all of which land is herein conveyed. BASIS OF BEARINGS: Bearings are based on the Centerline of Wheatland Road, at North 59째11'08" East, monumented as noted and derived from Global Positioning System observations using the North Texas Cooperative Real Time Kinematic Survey, Virtual Reference Station System, North American Datum of 1983.

Parcel No.9

Page 2 of3

\ \

ROBERT S1MONTON SURVEY Abstract #1277

1" !.B. Found \

MONUMENT \

\1h

261

lnst. No:

.ROBERT SIMONTON SURVEY Abstract #.1277

S. C. ATTERBURY SURVEY Abstract # 14

Susan Wright Key

Vol. 88021, Pg. 1852

100

200

300

Sheet 3 of 3 LOCATOR MAP: Parcel No. 9

Wheatland Road From Lancaster City Umits to Lancaster Road

Property to be Acquired

58" lR. wCOD Cap Set 8 60-D Nail Set

DEPT. OF PUBLIC WORKS & TRANSPORTATION

PARTY CHIEF

J . Chambers

...\Wheatland Field Notes.dgn 3/26/2012 10:33:25 AM

CALCUlATIONS

S. Holt

FOLD Ell

Block 7605

3110-4147-9

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.

WARRANTY DEED THE STATE OF TEXAS COUNTY OF DALLAS

ยง ยง ยง

KNOW ALL PERSONS BY THESE PRESENTS:

That GEORGE P. SHROPULOS and MILLIE L. SHROPULOS, husband and wife (hereinafter called "Grantor" whether one or more natural persons or legal entities) of the County of Dallas, State of Texas, for and in consideration of the sum of EIGHTEEN THOUSAND THREE HUNDRED AND N0/1 00 DOLLARS ($18,300.00) to the undersigned in hand paid by the City of Dallas, 1500 Marilla Street, Dallas, Texas, 75201, a Texas municipal corporation (hereinafter called "City"), the receipt of which is hereby acknowledged and confessed, has granted, sold and conveyed and does hereby grant, sell and convey unto City, its successors and assigns, all of the property described in Exhibit "A", attached hereto and made a part hereof by reference for all purposes. SPECIAL PROVISIONS: "None". TO HAVE AND TO HOLD the above described premises, together with all and singular the rights and appurtenances thereto in anywise belonging unto City, its successors and assigns forever, and Grantor binds Grantor and Grantor's heirs, executors, administrators or successors, to Warrant and Forever Defend all and singular the said premises unto City, its successors and assigns, against every person whomsoever lawfully claiming, or to claim the same or any part thereof. EXECUTED this

George P. Shropulos

Revised 11/26/07

day of _ _ _ _ _ _ _ _ _ _ __

Millie L. Shropulos

Warranty Deed Page 1 of 2

....

* * * * * * **

STATE OF TEXAS COUNTY OF DALLAS This instrument was acknowledged before me on - - - - -- - - -- - - by George P. Shropulos.

Notary Public, State of TEXAS

STATE OF TEXAS COUNTY OF DALLAS This instrument was acknowledged before me on _ __ _ _ __ _ __ _ __ by Millie L. Shropulos.

Notary Public, State of TEXAS

After recording return to: City of Dallas Department of Sustainable Development and Construction Real Estate Division 320 East Jefferson Boulevard, Room 203 Dallas , Texas 75203 attn: Eddie Grant Warranty Deed Log No. 35855

Revised 11 /26/07

Warranty Deed Page 2 of 2

AGENDA ITEM # 41 KEY FOCUS AREA:

Economic Vibrancy

AGENDA DATE:

June 12, 2013

COUNCIL DISTRICT(S):

DEPARTMENT:

Sustainable Development and Construction Public Works Department

CMO:

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

MAPSCO:

45M ________________________________________________________________

SUBJECT Authorize acquisition from Westdale Properties America I, LTD, of approximately 482 square feet of land located near the intersection of Pacific Avenue and Hawkins Street for the Cesar Chavez Boulevard and Pearl Street from Commerce Street to Live Oak Boulevard Project - Not to exceed $18,530 ($17,320, plus closing costs and title expenses not to exceed $1,210) - Financing: 2006 Bond Funds BACKGROUND This item authorizes the acquisition of approximately 482 square feet of land located near the intersection of Pacific Avenue and Hawkins Street from Westdale Properties America I, LTD. This property will be used for street improvements. The consideration is based on an independent appraisal. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) This item has no prior action. FISCAL INFORMATION 2006 Bond Funds - $18,530 ($17,320, plus closing costs and title expenses not to exceed $1,210)

OWNERS Westdale Properties America I, LTD JGB Ventures I, LTD, General Partner JGB Holdings, Inc., General Partner Joseph G. Beard, President MAPS Attached

Agenda Date 06/12/2013 - page 2

Mapsco45M

OMi

0.25IM ii • • • •0• .

Scale 1 : 16 332

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Block 270 1/2

Subject:

111111111

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COUNCIL CHAMBER

June 12, 2013 A RESOLUTION DETERMINING UPON THE NECESSITY OF ACQUIRING REAL PROPERTY AND AUTHORIZING ITS PURCHASE FOR PUBLIC USE. DEFINITIONS: For the purposes of this resolution, the following definitions of terms shall apply: "CITY": The City of Dallas “PROPERTY": Approximately 482 square feet of land located in Dallas County, Texas, and being the same property more particularly described in "Exhibit A", attached hereto and made a part hereof for all purposes, and any and all improvements, rights and appurtenances appertaining thereto. “PROJECT”: Cesar Chavez Boulevard and Pearl Street from Commerce Street to Live Oak Boulevard “USE”:

The construction, use, and maintenance of a street improvements together with such appurtenant facilities as may be necessary provided, however, to the extent fee title to the PROPERTY is acquired, such title and the PROPERTY shall not be limited to or otherwise deemed restricted to the USE here provided.

"PROPERTY INTEREST": Fee Simple Title subject to the exceptions, reservations, covenants, conditions and/or interests, if any, provided in the instrument more particularly described in Exhibit “B” "OWNER": Westdale Properties America I, LTD, provided, however, that the term “OWNER” as used in this resolution means all persons having an ownership interest, regardless of whether those persons are actually named herein. "PURCHASE AMOUNT": $17,320 "CLOSING COSTS AND TITLE EXPENSES": Not to exceed $1,210 "AUTHORIZED AMOUNT": Not to exceed $18,530 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: SECTION 1. That the USE of the PROPERTY for the PROJECT is a public use. SECTION 2. That public necessity requires that CITY acquire the PROPERTY INTEREST in the PROPERTY for the PROJECT.

COUNCIL CHAMBER

June 12, 2013 SECTION 3. That the City Manager, and/or the City Manager's designees, is hereby authorized and directed to consummate and accept the purchase, grant, and conveyance to CITY of the PROPERTY INTEREST in and to the PROPERTY pursuant to the conveyancing instrument substantially in the form described in Exhibit "B", attached hereto and made a part hereof for all purposes, and approved as to form by the City Attorney and to execute, deliver and receive such other usual and customary documents necessary, appropriate and convenient to consummating this transaction. SECTION 4. That to the extent the PROPERTY is being purchased wholly or partly with bond proceeds CITY has obtained an independent appraisal of the PROPERTY'S market value. SECTION 5. That OWNER has been provided with a copy of the Landowner's Bill of Rights as contemplated by applicable state statute. SECTION 6. That in the event this acquisition closes, the City Controller is authorized and directed to draw a warrant in favor of the OWNER, or the then current owner of record, or the title company closing the transaction described herein in the PURCHASE AMOUNT and CLOSING COSTS AND TITLE EXPENSES payable out of 2006 Bond Funds, Fund No. 7T22 , Department PBW, Unit U779, Activity THRF, Program No. The PURCHASE PB06U779, Object 4210, Encumbrance No. SUSU779PM54. AMOUNT, CLOSING COSTS and TITLE EXPENSES together shall not exceed the AUTHORIZED AMOUNT. SECTION 7. That CITY is to have possession and/or use, as applicable, of the PROPERTY at closing ; and CITY will pay any title expenses and closing costs. All costs and expenses described in this section shall be paid from the previously described funds. SECTION 8. 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. APPROVED AS TO FORM: THOMAS P. PERKINS, JR.,

EXH,BIT A 482 SQUARE FOOT (0.0111 ACRE) ACQUISITION IN BLOCK 270 1h FROM WESTDALE PROPERTIES AMERICA, LTD. FOR STREET RIGHT-OF-WAY 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 follows: BEING an approximately 482 square foot (0.0111 acres) tract of land lying in the John Grigsby League and Labor Survey, Abstract No. 495, City of Dallas, Dallas County, Texas and being part of an unplatted tract of land in Block 270 Official City of Dallas Block Numbers, and being part of the land conveyed to Westdale Properties America I, Ltd., by Special Warranty Deed, recorded in Volume 98079, Page 4958, Tract IV, Deed Records of Dallas County, Texas (DRDCT) and being more particularly described as follows: COMMENCING at a Type I TX DOT monument found at the intersection of the northeast line of US Interstate 345 (Variable Width) and the southwest line of Hawkins St. (Variable Width) from which the intersection of the said southwest line of Hawkins St. and the northwest line of Elm St. (60' width) bears South 14°57'35" East, a distance of 70.00 feet: THENCE North 64°03'33" West, departing the southwest line of said Hawkins St. and along the northeast line of said US Interstate 345 and the southwest line of said Westdale Properties tract, a distance of 198.89 feet to an angle point in said Interstate 345; THENCE North 54°39'45" West, continuing along said Interstate 345, a distance of 58.38 feet to a 5/8" Iron Rod with red plastic cap stamped, "City of Dallas", hereinafter referred to as "with cap", set at the POINT OF BEGINNING; THENCE North 54°39'45" West, continuing along said Interstate 345, a distance of 34.00 feet to a 5/8" Iron Rod with cap set at the intersection of the northeast line of said US Interstate 345 and the southeast line of Pacific Ave. (80' Right-of-Way), said iron rod being the most westerly corner of herein described tract and on a curve to the left with a radius of 1185.90 feet and a chord that bears, North 68°18'16" East, a distance of 34.00 feet; THENCE with the southeast line of Pacific Ave. and the northwest line of said Westdale Properties America I, Ltd. tract and along said curve to the left through a central angle of 1°38'34", an arc distance of 34.00 feet to a Mag Nail with red anodized washer stamped "City of Dallas" set in the said southeast line of Pacific Ave., said Mag Nail also being the most northerly corner of the herein described tract; THENCE South 6°49'18" West, departing the southeast line of said Pacific Ave. and over and across said Westdale Properties America I, Ltd. tract, a distance of 32.46 feet, to the POINT OF BEGINNING and containing approximately 482 square feet or 0.0111 acres of land.

BASIS OF BEARINGS: Bearings are based on the Texas State Plane Coordinate System, North Central Zone, North American Datum of 1983. SRH/dhc WestdalePropertiesAmerica.doc

Page 1 of 2

A\_____,,,'

' 50

100

URBAN TRADERS, LTD. V. 2001003, P. 6405

STATE OF TEXAS CAUSE NO. CC-67-7357-a V. 71065, P. 1740

TxDot Mon. Fnd CONTROLLING MONUMENT

POINT OF COMMENCEMENT

Sheet 2 of 2

__L_B_O_U_LE_V_AR_D____ _

Property Acquisition for Street Widening

Westdale Pro 路 erlies America I LTD. DEPT. OF. PU.BJ.!C WORKS & rRANSPORTATJON SURVEY DMSic;>N CITY OF DALI.,AS, TEXAS

FoLDER Block 27() 112

...\WestdalePropertiesAmerica.dgn 5/7/2013 12:52:22 PM

311D-4103h

EXHIBIT 8 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.

WARRANTY DEED THE STATE OF TEXAS COUNTY OF DALLAS

ยง ยง ยง

KNOW ALL PERSONS BY THESE PRESENTS:

That Westdale Properties America I, LTD, a Texas limited partnership (hereinafter called "Grantor'' whether one or more natural persons or legal entities) of the County of Dallas, State of Texas, for and in consideration of the sum of SEVENTEEN THOUSAND THREE HUNRED TWENTY AND N0/1 00 DOLLARS ($17,320.00) to the undersigned in hand paid by the City of Dallas, 1500 Marilla Street, Dallas, Texas, 75201, a Texas municipal corporation (hereinafter called "City''), the receipt of which is hereby acknowledged and confessed, has granted, sold and conveyed and does hereby grant, sell and convey unto City, its successors and assigns, all of the property described in Exhibit "A", attached hereto and made a part hereof by reference for all purposes. SPECIAL PROVISIONS: "None". TO HAVE AND TO HOLD the above described premises, together with all and singular the rights and appurtenances thereto in anywise belonging unto City, its successors and assigns forever, and Grantor binds Grantor and Grantor's heirs, executors, administrators or successors, to Warrant and Forever Defend all and singular the said premises unto City, its successors and assigns, against every person whomsoever lawfully claiming, or to claim the same or any part thereof. EXECUTED this _ _ _ day of _ _ _ _ _ _ _ _ _ __

Westdale Properties America I, LTD, a Texas limited partnership By: JGB Ventures I, LTD, a Texas limited partnership, its general partner

Revised 11/26/07

Warranty Deed Page 1 of 2

EXHIBIT B

By: JGB Holdings, Inc., a Texas corporation, its general partner By: Name: Joseph G. Beard Title: President

* * * * * * * * * * * * * * * * * * ** STATE OF TEXAS COUNTY OF DALLAS This instrument was acknowledged before me on _ _ _ _ _ _ _ _ _ _ _ __ by Joseph G. Beard, President of JGB Holdings, Inc.. a Texas corporation, general partner of JGB Ventures I. LTO, a Texas limited partnership, general partner of Westdale Properties America I, LTD, a Texas limited partnership, on behalf of said limited partnership.

Notary Public, State of _ _ _ _ __

After recording return to: City of Dallas Department of Sustainable Development and Construction Real Estate Division 320 East Jefferson Boulevard, Room 203 Dallas, Texas 75203 attn: Mark Proctor Warranty Deed Log No. 38058 Block 270 1/2

Revised 11/26/07

Warranty Deed Page 2 of 2

EXHtBIT A 482 SQUARE FOOT (0.0111 ACRE) ACQUISITION IN BLOCK 270 1h FROM WESTDALE PROPERTIES AMERICA, LTD. FOR STREET RIGHT-OF-WAY 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 follows: BEING an approximately 482 square foot (0.0111 acres) tract of land lying in the John Grigsby League and Labor Survey, Abstract No. 495, City of Dallas, Dallas County, Texas and being part of an unplatted tract of land in Block 270 V2, Official City of Dallas Block Numbers, and being part of the land conveyed to Westdale Properties America I, Ltd., by Special Warranty Deed, recorded in Volume 98079, Page 4958, Tract IV, Deed Records of Dallas County, Texas (DRDCT) and being more particularly described as follows: COMMENCING at a Type I TX DOT monument found at the intersection of the northeast line of US Interstate 345 (Variable Width) and the southwest line of Hawkins St. (Variable Width) from which the intersection of the said southwest line of Hawkins St. and the northwest line of Elm St. (60' width) bears South 14°57'35" East, a distance of 70.00 feet: THENCE North 64°03'33" West, departing the southwest line of said Hawkins St. and along the northeast line of said US Interstate 345 and the southwest line of said Westdale Properties tract, a distance of 198.89 feet to an angle point in said Interstate 345; THENCE North 54°39'45" West, continuing along said Interstate 345, a distance of 58.38 feet to a 5/8" Iron Rod with red plastic cap stamped, "City of Dallas", hereinafter referred to as ''with cap", set at the POINT OF BEGINNING; THENCE North 54°39'45" West, continuing along said Interstate 345, a distance of 34.00 feet to a 5/8" Iron Rod with cap set at the intersection of the northeast line of said US Interstate 345 and the southeast line of Pacific Ave. (80' Right-of-Way), said iron rod being the most westerly corner of herein described tract and on a curve to the left with a radius of 1185.90 feet and a chord that bears, North 68°18'16" East, a distance of 34.00 feet; THENCE with the southeast line of Pacific Ave. and the northwest line of said Westdale Properties America I, Ltd. tract and along said curve to the left through a central angle of 1°38'34", an arc distance of 34.00 feet to a Mag Nail with red anodized washer stamped "City of Dallas" set in the said southeast line of Pacific Ave., said Mag Nail also being the most northerly corner of the herein described tract; THENCE South 6°49'18" West, departing the southeast line of said Pacific Ave. and over and across said Westdale Properties America I, Ltd. tract, a distance of 32.46 feet, to the POINT OF BEGINNING and containing approximately 482 square feet or 0.0111 acres of land.

BASIS OF BEARINGS: Bearings are based on the Texas State Plane Coordinate System, North Central Zone, North American Datum of 1983. SRH/dhc WestdalePropertiesAmerica.doc

Page 1 of 2

A\ _____ ,,'4"

N 50

100

URBAN TRADERS, LTD. V. 2001003, P. 6405

TxDot Mon. Fnd CONTROLLING MONUMENT

POINT OF COMMENCEMENT Sheet 2 of 2

N FOLDER

Block 270 '112

...\WestdalePropertiesAmerica.dgn 5/7/201312:52:22 PM

311D-4103h