Dallas City Council Agenda: September 11, 2013 Part I

SEPTEMBER 11, 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 September 11, 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.

A.C. Gonzalez Interim City Manager

Date

Date City Controller

General Information

lnformacion 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 la Ciudad de Dallas se reune regularmente los miercoles en la Camara del Ayuntamiento en el sexto piso de la Alcaldfa, 1500 Marilla, a las 9 de la mafiana. Las reuniones informativas se llevan a cabo el primer y tercer miercoles del mes.

Estas audiencias se transmiten en vivo por la estaci6n de radio W RR-FM 101.1 y por cablevisi6n en la estaci6n Time Warner City Cable Canal 16. El Ayuntamiento Municipal se reune el segundo y cuarto miercoles del mes para tratar asuntos presentados de manera oficial en la agenda para su aprobaci6n. Toda persona que desee hablar durante la asamblea del Ayuntamiento, debe inscribirse llamando a la Secretarfa Municipal al telefono (214) 670-3738, antes de las 5:00 pm del ultimo dfa habil anterior a la reunion. Para enterarse del nombre de su representante en el Ayuntamiento Municipal y el distrito donde usted puede votar, favor de llamar a la 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 auditivo 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 de/ Avuntamiento esra disponible en formatos alternos si Jo solicita.

Si tiene preguntas sobre esta agenda, o si desea hacer comentarios o presentar quejas con respecto a servicios de la 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 la 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 administrativo, 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 la asamblea.

Todas las personas deben de abstenerse de entablar conversaciones, comer, beber y fumar dentro de la camara del Ayuntamiento.

Anuncios y pancartas deben permanecer fuera de la camara del Ayuntamiento.

No se permite usar telefonos celulares o en laces electr6nicos (pagers) audibles en la camara del Ayuntamiento durante audiencias del Ayuntamiento Municipal.

"Los ciudadanos y visitantes presentes durante las asambleas del Ayuntamiento Municipal deben de obedecer las mismas reglas 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 la asamblea del Ayuntamiento Municipal, sera expulsada de la camara si el oficial que este presidiendo la asamblea asf lo ordena. Ademas, se le prohibira continuar participando en la audiencia ante el Ayuntamiento Municipal. Si el oficial que preside la asamblea no toma acci6n, cualquier otro miembro del Ayuntamiento Municipal puede tomar medidas para hacer cumplir las reglas establecidas, y el voto afirmativo de la mayorfa del Ayuntamiento Municipal precisara al oficial que este presidiendo la sesi6n a tomar acci6n."

Segun la secci6n 3.3(c) de las reglas de procedimientos del Ayuntamiento.

AGENDA CITY COUNCIL MEETING WEDNESDAY, SEPTEMBER 11, 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 - 47

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

Items 48 - 52

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

NOTE:

Items 53 - 92

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

AGENDA CITY COUNCIL MEETING SEPTEMBER 11, 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 August 28, 2013 City Council Meeting

CONSENT AGENDA Business Development & Procurement Services 2.

Authorize a service contract for the purchase, installation and calibration of dissolved oxygen meters for Water Utilities' Southside Wastewater Treatment Plant - CC Lynch & Associates, Inc., lowest responsible bidder of five - Not to exceed $180,832 - Financing: Water Utilities Capital Construction Funds

3.

Authorize a three-year service contract for the removal and disposal of excavated materials from City facilities and work sites - Q. Roberts Trucking, Inc., lowest responsible bidder of five - Not to exceed $2,657,263 - Financing: Current Funds ($455,013) and Water Utilities Current Funds ($2,202,250) (subject to annual appropriations)

4.

Authorize a three-year service contract for parts, support and upgrades for the Supervisory Control and Data Acquisition System for monitoring and control of flood incidents - HSQ Technology, A Corporation, only proposer - Not to exceed $142,550 Financing: Stormwater Drainage Management Current Funds (subject to annual appropriations)

September 11, 2013

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CONSENT AGENDA (Continued) Business Development & Procurement Services (Continued) 5.

Authorize a three-year service contract for parts, support and upgrades of the flood incident monitoring and control system - HydroLynx Systems, Inc., only proposer - Not to exceed $88,920 - Financing: Stormwater Drainage Management Current Funds (subject to annual appropriations)

6.

Authorize a three-year service contract for the publishing of official notices and City advertising - The Dallas Morning News, Sole Source - Not to exceed $1,000,000 Financing: Current Funds (subject to annual appropriations)

7.

Authorize the purchase of four surveillance camera trailers for Police - Comprehensive Communications Services, LLC through the Department of Information Resources - Not to exceed $154,970 - Financing: U. S. Department of Homeland Security Grant Funds

8.

Authorize the purchase of a three-year insurance policy for commercial property insurance for money and securities, boilers and machinery, property and fine arts from October 1, 2013 through September 30, 2016 - Wells Fargo Insurance Services USA, Inc., most advantageous proposer of three - Not to exceed $5,732,618 - Financing: Current Funds (subject to annual appropriations)

9.

Authorize a two-year master agreement for the purchase of smoke detectors to be installed by Fire-Rescue - Asset Lighting & Electric, Inc., lowest responsible bidder of five - Not to exceed $209,436 - Financing: Current Funds

10.

Authorize Supplemental Agreement No. 2 to exercise the second of two one-year renewal options of the professional services contract with Buck Consultants, LLC, for benefits consulting and actuarial services extending the term through September 30, 2014 - Not to exceed $250,000, from $1,250,000 to $1,500,000 - Financing: Employee Benefits Current Funds (subject to appropriations)

City Attorney's Office 11.

Authorize settlement of the lawsuit styled Ana G. Martinez v. City of Dallas, Cause No. CC-10-05930-A - Not to exceed $125,000 - Financing: Current Funds

City Controller’s Office 12.

Authorize the annual adoption of the City's Investment Policy regarding funds under the City's control and the investment strategies for each of the funds under the City's management - Financing: No cost consideration to the City

September 11, 2013

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CONSENT AGENDA (Continued) Fire 13.

Authorize a contract renewal with The University of Texas Southwestern Medical Center at Dallas for the required medical direction services for the period October 1, 2013 through September 30, 2014 - Not to exceed $152,472 - Financing: Current Funds (subject to annual appropriations)

14.

Authorize (1) an Interlocal Agreement with Dallas County Hospital District d/b/a Parkland Health and Hospital System for a twenty-four month period for Biomedical OnLine Supervision; and (2) Interlocal Agreements with participating local governmental entities - Not to exceed $1,781,336 - Financing: Current Funds (subject to annual appropriations) ($791,997 to be received from participating cities)

15.

Authorize payment to the Dallas County Community College District in the amount of $83,800 and the University of Texas Southwestern Medical Center at Dallas in the amount of $218,719 for mandatory Emergency Medical Services training of emergency medical technicians (EMT) basic level and paramedics advanced level for the period October 1, 2013 through September 30, 2014 - Total not to exceed $302,519 Financing: Current Funds (subject to appropriations)

Housing/Community Services 16.

Authorize a twelve-month contract, with two twelve-month renewal options contingent upon available funding with Health Services of North Texas, Inc. to provide scattered site housing assistance for persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014 - Not to exceed $486,850 - Financing: 2013-14 Housing Opportunities for Persons with AIDS Grant Funds

17.

Authorize a twelve-month contract, with two twelve-month renewal options contingent upon available funding with Legacy Counseling Center, Inc. to provide facility based housing assistance for persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014 - Not to exceed $262,267 - Financing: 2013-14 Housing Opportunities for Persons with AIDS Grant Funds

18.

Authorize a twelve-month contract, with two twelve-month renewal options contingent upon available funding with Legacy Counseling Center, Inc. to provide housing information services and resource identification housing resource center, website, and database for persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014 - Not to exceed $123,615 - Financing: 2013-14 Housing Opportunities for Persons with AIDS Grant Funds ($108,749) and 2012-13 Housing Opportunities for Persons with AIDS Grant Funds ($14,866)

September 11, 2013

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CONSENT AGENDA (Continued) Housing/Community Services (Continued) 19.

Authorize a twelve-month contract, with two twelve-month renewal options contingent upon available funding with Legacy Counseling Center, Inc. to provide scattered site housing assistance pursuant to a master leasing program for homeless persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014 - Not to exceed $323,500 - Financing: 2013-14 Housing Opportunities for Persons with AIDS Grant Funds

20.

Authorize a twelve-month contract, with two twelve-month renewal options contingent upon available funding with My Second Chance, Inc. to provide facility based housing assistance for persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014 - Not to exceed $164,518 - Financing: 2013-14 Housing Opportunities for Persons with AIDS Grant Funds

21.

Authorize a twelve-month contract, with two twelve-month renewal options contingent upon available funding with PWA Coalition of Dallas, Inc. dba AIDS Services of Dallas to provide facility based housing assistance for persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014 - Not to exceed $1,070,565 - Financing: 2013-14 Housing Opportunities for Persons with AIDS Grant Funds ($960,478) and 2012-13 Housing Opportunities for Persons with AIDS Grant Funds ($110,087)

22.

Authorize an Interlocal Agreement with Dallas County Health and Human Services to provide scattered site housing assistance for persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014 - Not to exceed $1,385,650 - Financing: 2013-14 Housing Opportunities for Persons with AIDS Grant Funds ($1,085,650) and 2012-13 Housing Opportunities for Persons with AIDS Grant Funds ($300,000)

23.

Authorize an amendment to the Program Statement for the Dallas Urban Land Bank Demonstration Program to align the Program Statement with 2013 state statute changes including reducing the number of housing units constructed by a qualified participating developer from three to one, expanding the definition of an eligible adjacent property owner to include any owner of adjacent property, before completion of the four-year period, permitting the transfer of property not suitable for development to the taxing entities or to be sold directly to a political subdivision or nonprofit organization and permitting grocery store development with a minimum of 6,000 square feet of enclosed space that offers for sale fresh produce and other food items for home consumption - Financing: No cost consideration to the City

Office of Management Services 24.

Authorize approval of the FY 2013-2014 Dallas/Fort Worth International Airport Board Annual Budget - Financing: No cost consideration to the City

September 11, 2013

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CONSENT AGENDA (Continued) Park & Recreation 25.

Authorize a construction contract for interior renovation (finish-out) and exterior waterproofing and facade improvements to the Anita Martinez Recreation Center located at 3212 North Winnetka Avenue - J. C. Commercial Inc., best value proposer of five - Not to exceed $1,064,734 - Financing: 2003 Bond Funds ($106,549), 2006 Bond Funds ($904,969) and Recreation Center Program Funds ($53,216)

26.

Authorize a construction contract for the installation of a new wood floor in the gym at Bachman Therapeutic Recreation Center located at 2750 Bachman Drive - Phoenix I Restoration and Construction, Ltd., best value proposer of two - Not to exceed $142,900 - Financing: Bachman Trust Funds ($55,000) and Recreation Center Program Funds ($87,900)

27.

Authorize a decrease in the contract with RoeschCo Construction, Inc. to change originally designed boardwalks to retaining walls at Stage I of the Trinity Strand Trail from Farrington Street to Turtle Creek Plaza (near Turtle Creek Boulevard and Market Center Drive) - Not to exceed ($195,859), from $5,426,114 to $5,230,255 - Financing: North Central Texas Council of Governments Grant Funds

28.

Authorize an increase in the contract with J. C. Commercial, Inc. for changes to the scope of work for the renovation of the Samuell-Grand Recreation Center located at 6200 East Grand Avenue - Not to exceed $202,567, from $2,380,076 to $2,582,643 Financing: 2006 Bond Funds ($46,260) and Samuell Park Trust Funds ($156,307)

Public Works Department 29.

Authorize a Funding Agreement between Dallas Area Rapid Transit, Downtown Dallas, Inc. and the City of Dallas for the operation of a two year demonstration project for a downtown supplemental shuttle service - Not to exceed $800,000 - Financing: Convention and Event Services Current Funds (subject to annual appropriations)

30.

Authorize the rejection of bids for the construction of Cadiz Street from Riverfront Boulevard to South Lamar Street; and, the re-advertisement for new bids - Financing: No cost consideration to the City

Sustainable Development and Construction 31.

Authorize acquisition from Chalk Hill Properties, L. L. C., of approximately 4,162 square feet of land located near the intersection of Chalk Hill Road and Singleton Boulevard for the Chalk Hill Improvement Project - Not to exceed $13,955 ($11,455, plus closing costs and title expenses not to exceed $2,500) - Financing: 2006 Bond Funds

September 11, 2013

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CONSENT AGENDA (Continued) Sustainable Development and Construction (Continued) 32.

Authorize acquisition from TXI Operations, L.P., of a slope easement over six parcels of land containing a total of approximately 56,298 square feet located near Interstate Highway 30 and Chalk Hill Road for the Chalk Hill Road Improvement Project - Not to exceed $30,649 ($28,149, plus closing costs and title expenses not to exceed $2,500) Financing: 2006 Bond Funds

33.

Authorize acquisition from TXI Operations, L.P., of approximately 78,418 square feet of land located near Interstate Highway 30 and Chalk Hill Road for the Chalk Hill Road Improvement Project - Not to exceed $160,336 ($156,836, plus closing costs and title expenses not to exceed $3,500) - Financing: 2006 Bond Funds

34.

An ordinance granting a private license to International Center Development IX, Ltd. for the installation, maintenance, and use of approximately 100 square feet of land for a grease trap under a portion of Harwood Street right-of-way located near its intersection with Olive Street - Revenue: $1,000 annually, plus the $20 ordinance publication fee

35.

An ordinance abandoning two sanitary sewer easements and a drainage and floodway easement to Bordeaux at Lake Highlands, LLC, the abutting owner, containing a total of approximately 20,041 square feet of land, located near the intersection of Skillman and Church Streets - Revenue: $5,400, plus the $20 ordinance publication fee

36.

An ordinance abandoning portions of Colorado Boulevard, an alley, railroad right-of-way and a street easement to Southern Foods Group, LLC, the abutting owner, containing a total of approximately 32,279 square feet of land, located near the intersection of Colorado Boulevard and Lancaster Avenue, and authorizing the quitclaim - Revenue: $48,419, plus the $20 ordinance publication fee

37.

An ordinance abandoning a portion of Munger Avenue (formerly known as Caruth Street or Calhoun Street) to Dorbet Inc., the abutting owner, containing approximately 12,753 square feet of land, located near the intersection of Record Street and Munger Avenue, and authorizing the quitclaim - Revenue: $803,439, plus the $20 ordinance publication fee

38.

An ordinance abandoning a portion of Ray Road to Ridge South Dallas I, LLC, the abutting owner, containing approximately 23,198 square feet of land, located near the intersection of Telephone and Ray Roads, and authorizing the quitclaim, and providing for the dedication of approximately 23,198 square feet of land needed for right-of-way Revenue: $5,400, plus the $20 ordinance publication fee

39.

Authorize an amendment to Resolution No. 13-1148 to substitute a Special Warranty Deed for the General Warranty Deed for a tract of land containing approximately 2,157 square feet from Shero Industrial Properties, LP, located near the intersection of Cadiz Street and Riverfront Boulevard for the Cadiz Street Improvements Project - Financing: No cost consideration to the City

September 11, 2013

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CONSENT AGENDA (Continued) Water Utilities 40.

Authorize professional services contracts with nine consulting firms to provide engineering services for the replacement and rehabilitation of water mains and wastewater mains at 260 locations (lists attached) - Urban Engineers Group, Inc., in the amount of $1,087,994, Criado & Associates, Inc., in the amount of $968,881, Hayden Consultants, Inc., in the amount of $955,654, Lim & Associates, Inc., in the amount of $1,088,267, RJN Group, Inc., in the amount of $1,478,305, Huitt-Zollars, Inc., in the amount of $1,398,698, BDS Technologies, Inc., in the amount of $1,482,745, Black & Veatch Corporation in the amount of $2,339,947 and Burgess & Niple, Inc., in the amount of $1,955,147 - Total not to exceed $12,755,638 - Financing: Water Utilities Capital Improvement Funds

41.

Authorize a contract for the installation of a 48-inch wastewater interceptor main along the northern perimeter of Bachman Lake from Denton Drive to Lemmon Avenue Southland Contracting, Inc., lowest responsible bidder of two - Not to exceed $15,243,612 - Financing: Water Utilities Capital Improvement Funds

42.

Authorize a contract for the installation of wastewater interceptor mains at five locations (list attached) - S.J. Louis Construction of Texas, Ltd., lowest responsible bidder of five Not to exceed $8,492,899 - Financing: Water Utilities Capital Improvement Funds

43.

Authorize a contract for the installation of water and wastewater mains at 26 locations (list attached) - John Burns Construction Company of Texas, Inc., lowest responsible bidder of four - Not to exceed $15,550,000 - Financing: Water Utilities Capital Improvement Funds

44.

Authorize a Facility Extension Agreement with Oncor Electric Delivery Company LLC for the construction of Electrical Substation No. 3 at the Eastside Water Treatment Plant Not to exceed $2,312,000 - Financing: Water Utilities Capital Improvement Funds

45.

Authorize (1) an 18-month master agreement for water and wastewater small services installations in the amount of $3,831,640; (2) a contract for the installation of water and wastewater mains at 12 locations in the amount of $2,652,120 (list attached); and (3) an 18-month master agreement for water and wastewater mainline extensions and emergency mainline installations and relocations at various locations in the amount of $3,240,750 with Omega Contracting, Inc., lowest responsible bidder of two - Total not to exceed $9,724,510 - Financing: Water Utilities Capital Improvement Funds ($2,652,120) and Water Utilities Capital Construction Funds ($7,072,390)

46.

Authorize an increase in the contract with Archer Western Contractors, LLC for additional work associated with Transfer Pump Stations 1 and 2 at the Eastside Water Treatment Plant - Not to exceed $206,741, from $25,995,346 to $26,202,087 Financing: Water Utilities Capital Improvement Funds

September 11, 2013

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CONSENT AGENDA (Continued) Water Utilities (Continued) 47.

Authorize Supplemental Agreement No. 2 to the professional services contract with Halff Associates, Inc. for additional engineering services associated with the presedimentation basins at the Elm Fork Water Treatment Plant - Not to exceed $1,779,973, from $2,736,493 to $4,516,466 - Financing: Water Utilities Capital Improvement Funds

ITEMS FOR INDIVIDUAL CONSIDERATION City Secretary's Office 48.

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)

ITEMS FOR FURTHER CONSIDERATION Trinity Watershed Management 49.

Authorize a construction contract with Jeske Construction Company, lowest responsible bidder of six, for the Upper McKamy Branch Bypass Swale - Not to exceed $1,147,278 Financing: 2012 Bond Funds

DESIGNATED PUBLIC SUBSIDY MATTERS Economic Development 50.

Authorize a development agreement with Market Center Land, L.P. related to a master plan for redevelopment of the former Dallas Apparel Mart site bordered by Stemmons Freeway, Medical District Drive, Market Center Boulevard, and Trinity Railway Express Financing: No cost consideration to the City Design District TIF

Note: Item Nos. 51 and 52 must be considered collectively.

51.

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Authorize a development agreement with Dallas Proton Treatment Center, LLC to reimburse eligible project costs related to the Dallas Proton Treatment Center development current address of 2300 North Stemmons Freeway in an amount not to exceed $7,025,000 from revenues accruing to Tax Increment Financing Reinvestment Zone Number Eight (Design District TIF District) - Not to exceed $7,025,000 - Financing: Design District TIF District Funds

52.

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A resolution declaring the intent of Tax Increment Financing District Reinvestment Zone Number Eight (Design District TIF District) to reimburse Dallas Proton Treatment Center, LLC up to $7,025,000, for TIF-eligible project costs pursuant to the development agreement with Dallas Proton Treatment Center, LLC - Financing: No cost consideration to the City

September 11, 2013

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PUBLIC HEARINGS AND RELATED ACTIONS Sustainable Development and Construction ZONING CASES - CONSENT 53.

A public hearing to receive comments regarding an application for and an ordinance granting an MU-2 Mixed Use District on property zoned an IR Industrial Research District on the northeast side of Maple Avenue, southeast of Mockingbird Lane Recommendation of Staff and CPC: Approval Z123-258(AB)

54.

A public hearing to receive comments regarding an application for and an ordinance granting an amendment to the development plan for Tract II-C and an ordinance granting a Specific Use Permit for a vehicle auction and storage use on property zoned Planned Development District No. 37 on the east corner of Lakefield Boulevard and Sheila Lane Recommendation of Staff and CPC: Approval of an amendment to the development plan for Tract II-C and approval of a Specific Use Permit for a five-year period, subject to a site plan and conditions Z123-271(MW) ZONING CASES - INDIVIDUAL

55.

A public hearing to receive comments regarding an application for and an ordinance granting a Specific Use Permit for a mini-warehouse on property zoned an MU-2 Mixed Use District with deed restrictions on the south line of Lyndon B. Johnson Freeway, east of Spurling Drive Recommendation of Staff: Approval for a ten-year period with eligibility for automatic renewal for additional ten-year periods, subject to a site plan and conditions Recommendation of CPC: Approval for a thirty-year period with eligibility for automatic renewal for additional ten-year periods, subject to a site plan and conditions Z123-233(WE)

56.

A public hearing to receive comments regarding an application for and an ordinance granting the creation of a new subdistrict within Subdistrict 1 (Bishop Avenue) of Planned Development District No. 830, the Davis Street Special Purpose District on the northwest corner of North Bishop Avenue and West 5th Street Recommendation of Staff and CPC: Approval, subject to conditions Z123-252(MW)

September 11, 2013

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PUBLIC HEARINGS AND RELATED ACTIONS (Continued) Sustainable Development and Construction (Continued) ZONING CASES - INDIVIDUAL (Continued) 57.

A public hearing to receive comments regarding an application for and an ordinance granting the renewal of Specific Use Permit No. 1914 for the sale or service of alcoholic beverages in conjunction with a commercial amusement (inside) on property zoned an RR-D-1 Regional Retail District with a D-1 Liquor Control Overlay south of East R.L. Thornton Freeway, west of South Buckner Boulevard Recommendation of Staff: Approval for a two-year period, subject to a revised site plan and conditions Recommendation of CPC: Approval for a three-year period, subject to a revised site plan and conditions Z123-294(MW) DESIGNATED ZONING CASES - UNDER ADVISEMENT - INDIVIDUAL

58.

A public hearing to receive comments regarding an application for and an ordinance granting the expansion of Subdistrict 1 of Planned Development District No. 621, the Old Trinity and Design District Special Purpose District, on property zoned an IR Industrial Research District on the west side of Market Center Boulevard, north of Turtle Creek Boulevard Recommendation of Staff and CPC: Approval, subject to conditions Z123-204(MW) Note: This item was considered by the City Council at public hearings on August 14, 2013 and August 28, 2013, and was taken under advisement until September 11, 2013, with the public hearing open DEVELOPMENT CODE AMENDMENTS - UNDER ADVISEMENT- INDIVIDUAL

59.

A public hearing to receive comments regarding consideration of amendments to the Dallas Development Code, Chapters 51 and 51A of the Dallas City Code (1) establishing bicycle parking standards, (2) amending the parking requirements for ground-floor retail and personal service uses in the CA-1(A) Central Area District, and (3) establishing regulations for mechanized parking systems and an ordinance granting the amendments Recommendation of Staff and CPC: Approval DCA112-002 Note: This item was considered by the City Council at a public hearing on August 14, 2013, and was taken under advisement until September 11, 2013, with the public hearing open

September 11, 2013

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PUBLIC HEARINGS AND RELATED ACTIONS (Continued) THOROUGHFARE PLAN AMENDMENTS Public Works Department 60.

A public hearing to receive comments to amend the City of Dallas Thoroughfare Plan to change the dimensional classification of Fort Worth Avenue between Beckley Avenue and Westmoreland Road from a six lane divided {M-6-D(A)} roadway within 100 feet of right-of-way to a special four lane divided (SPCL 4-D) roadway with a bicycle facility within 100 feet of right-of-way; and at the close of the hearing, authorize an ordinance implementing the change - Financing: No cost consideration to the City

61.

A public hearing to receive comments to amend the City of Dallas Thoroughfare Plan to change the dimensional classification of Knoll Trail Road from Keller Springs Road to Arapaho Road from a four lane divided (S-4-D) roadway within 80 feet of right-of-way to a special four lane undivided (SPCL 4-U) roadway within 64 feet of right-of-way and 44 feet of pavement; and at the close of the hearing, authorize an ordinance implementing the change - Financing: No cost consideration to the City

MISCELLANEOUS HEARINGS Office of Financial Services 62.

A public hearing to receive comments on the proposed $0.7970/$100 property tax rate for the 2013-14 fiscal year - Financing: No cost consideration to the City

Park & Recreation 63.

A public hearing to receive comments on the proposed exchange of 1,767 square feet of land at the Dallas Zoo for the future Texas Department of Transportation (TxDOT) Southern Gateway Interstate Highway 35 East/US 67 Highway Improvement Project Financing: No cost consideration to the City

MISCELLANEOUS HEARINGS - UNDER ADVISEMENT Sustainable Development and Construction 64.

A public hearing on an application for and a resolution granting a variance to the alcohol spacing requirements from the Iglesia Evangelica Jabes Church required by Section 6-4 of the Dallas City Code to allow a wine and beer retailer’s off-premise permit for a general merchandise or food store greater than 10,000 square feet [Malone’s Food Stores] on property on the southwest corner of St. Augustine Road and Seagoville Road - Financing: No cost consideration to the City

September 11, 2013

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

Note: Item Nos. 65 and 66 must be considered collectively.

65.

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A public hearing concerning the proposed levy of assessment for the Dallas Downtown Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the purpose of providing supplemental public services, to be funded by assessments on property in the District - Financing: No cost consideration to the City

66.

*

An ordinance approving and adopting the final Service Plan for 2014 and final Assessment Plan for 2013 for the Dallas Downtown Improvement District; establishing classifications for the apportionment of costs and the methods of assessing special benefits for the services and improvements to property in the District; levying assessments for the cost of services and improvements to be provided in the Dallas Downtown Improvement District during 2014, fixing charges and liens against the property in the District and against the owners thereof; providing for the collection of the assessment; city participation in the District in the amount of $562,608 and providing an effective date - Not to exceed $562,608 Financing: Current Funds (subject to appropriations)

Deep Ellum Public Improvement District

Note: Item Nos. 67 and 68 must be considered collectively.

67.

*

A public hearing concerning the proposed levy of assessment for the Deep Ellum Public Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the purpose of providing supplemental public services, to be funded by assessments on property in the District - Financing: No cost consideration to the City

68.

*

An ordinance approving and adopting the final Service Plan for 2014 and final Assessment Plan for 2013 for the Deep Ellum Public Improvement District; establishing classifications for the apportionment of costs and the methods of assessing special benefits for the services and improvements to property in the District; levying assessments for the cost of services and improvements to be provided in the Deep Ellum Public Improvement District during 2014; fixing charges and liens against the property in the District and against the owners thereof; providing for the collection of the assessment; and providing an effective date Financing: No cost consideration to the City

September 11, 2013

13Â

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

Klyde Warren Park Public Improvement District

Note: Item Nos. 69 and 70 must be considered collectively.

69.

*

A public hearing concerning the proposed levy of assessment for the Klyde Warren Park Public Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the purpose of providing supplemental public services, to be funded by assessments on property in the District - Financing: No cost consideration to the City

70.

*

An ordinance approving and adopting the final Service Plan for 2014 and final Assessment Plan for 2013 for the Klyde Warren Park Public Improvement District; establishing classifications for the apportionment of costs and the methods of assessing special benefits for the services and improvements to property in the District; levying assessments for the cost of services and improvements to be provided in the Klyde Warren Park Public Improvement District during 2014; fixing charges and liens against the property in the District and against the owners thereof; providing for the collection of the assessment; and providing an effective date Financing: No cost consideration to the City

Knox Street Public Improvement District

Note: Item Nos. 71 and 72 must be considered collectively.

71.

*

A public hearing concerning the proposed levy of assessment for the Knox Street Public Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the purpose of providing supplemental public services, to be funded by assessments on property in the District - Financing: No cost consideration to the City

72.

*

An ordinance approving and adopting the final Service Plan for 2014 and final Assessment Plan for 2013 for the Knox Street Public Improvement District; establishing classifications for the apportionment of costs and the methods of assessing special benefits for the services and improvements to property in the District; levying assessments for the cost of services and improvements to be provided in the Knox Street Public Improvement District during 2014; fixing charges and liens against the property in the District and against the owners thereof; providing for the collection of the assessment; and providing an effective date Financing: No cost consideration to the City

September 11, 2013

14Â

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

Lake Highlands Public Improvement District

Note: Item Nos. 73 and 74 must be considered collectively.

73.

*

A public hearing concerning the proposed levy of assessment for the Lake Highlands Public Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the purpose of providing supplemental public services, to be funded by assessments on property in the District - Financing: No cost consideration to the City

74.

*

An ordinance approving and adopting the final Service Plan for 2014 and final Assessment Plan for 2013 for the Lake Highlands Public Improvement District; establishing classifications for the apportionment of costs and the methods of assessing special benefits for the services and improvements to property in the District; levying assessments for the cost of services and improvements to be provided in the Lake Highlands Public Improvement District during 2014; fixing charges and liens against the property in the District and against the owners thereof; providing for the collection of the assessment; and providing an effective date Financing: No cost consideration to the City

Oak Lawn-Hi Line Public Improvement District

Note: Item Nos. 75 and 76 must be considered collectively.

75.

*

A public hearing concerning the proposed levy of assessment for the Oak Lawn-Hi Line Public Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the purpose of providing supplemental public services, to be funded by assessments on property in the District - Financing: No cost consideration to the City

76.

*

An ordinance approving and adopting the final Service Plan for 2014 and final Assessment Plan for 2013 for the Oak Lawn-Hi Line Public Improvement District; establishing classifications for the apportionment of costs and the methods of assessing special benefits for the services and improvements to property in the District; levying assessments for the cost of services and improvements to be provided in the Oak Lawn-Hi Line Public Improvement District during 2014; fixing charges and liens against the property in the District and against the owners thereof; providing for the collection of the assessment; and providing an effective date Financing: No cost consideration to the City

September 11, 2013

15Â

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

Prestonwood Public Improvement District

Note: Item Nos. 77 and 78 must be considered collectively.

77.

*

A public hearing concerning the proposed levy of assessment for the Prestonwood Public Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the purpose of providing supplemental public services, to be funded by assessments on property in the District - Financing: No cost consideration to the City

78.

*

An ordinance approving and adopting the final Service Plan for 2014 and final Assessment Plan for 2013 for the Prestonwood Public Improvement District; establishing classifications for the apportionment of costs and the methods of assessing special benefits for the services and improvements to property in the District; levying assessments for the cost of services and improvements to be provided in the Prestonwood Public Improvement District during 2014; fixing charges and liens against the property in the District and against the owners thereof; providing for the collection of the assessment; and providing an effective date Financing: No cost consideration to the City

South Side Public Improvement District

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

79.

*

A public hearing concerning the proposed levy of assessment for the South Side Public Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the purpose of providing supplemental public services, to be funded by assessments on property in the District - Financing: No cost consideration to the City

80.

*

An ordinance approving and adopting the final Service Plan for 2014 and final Assessment Plan for 2013 for the South Side Public Improvement District establishing classifications for the apportionment of costs and the methods of assessing special benefits for the services and improvements to property in the District; levying assessments for the cost of services and improvements to be provided in the South Side Public Improvement District during 2014; fixing charges and liens against the property in the District and against the owners thereof; providing for the collection of the assessment; and providing an effective date Financing: No cost consideration to the City

September 11, 2013

16Â

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

Uptown Public Improvement District

Note: Item Nos. 81 and 82 must be considered collectively.

81.

*

A public hearing concerning the proposed levy of assessment for the Uptown Public Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the purpose of providing supplemental public services, to be funded by assessments on property in the District - Financing: No cost consideration to the City

82.

*

An ordinance approving and adopting the final Service Plan for 2014 and final Assessment Plan for 2013 for the Uptown Public Improvement District; establishing classifications for the apportionment of costs and the methods of assessing special benefits for the services and improvements to property in the District; levying assessments for the cost of services and improvements to be provided in the Uptown Public Improvement District during 2014; fixing charges and liens against the property in the District and against the owners thereof; providing for the collection of the assessment; and providing an effective date - Financing: No cost consideration to the City

University Crossing Improvement District

Note: Item Nos. 83 and 84 must be considered collectively.

83.

*

A public hearing concerning the proposed levy of assessment for the University Crossing Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the purpose of providing supplemental public services, to be funded by assessments on property in the District - Financing: No cost consideration to the City

84.

*

An ordinance approving and adopting the final Service Plan for 2014 and final Assessment Plan for 2013 for the University Crossing Improvement District; establishing classifications for the apportionment of costs and the methods of assessing special benefits for the services and improvements to property in the District; levying assessments for the cost of services and improvements to be provided in the University Crossing Improvement District during 2014; fixing charges and liens against the property in the District and against the owners thereof; providing for the collection of the assessment; and providing an effective date Financing: No cost consideration to the City

September 11, 2013

17

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

Vickery Meadow Public Improvement District

Note: Item Nos. 85 and 86 must be considered collectively.

85.

*

A public hearing concerning the proposed levy of assessment for the Vickery Meadow Public Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the purpose of providing supplemental public services, to be funded by assessments on property in the District - Financing: No cost consideration to the City

86.

*

An ordinance approving and adopting the final Service Plan for 2014 and final Assessment Plan for 2013 for the Vickery Meadow Public Improvement District; establishing classifications for the apportionment of costs and the methods of assessing special benefits for the services and improvements to property in the District; levying assessments for the cost of services and improvements to be provided in the Vickery Meadow Public Improvement District during 2014; fixing charges and liens against the property in the District and against the owners thereof; providing for the collection of the assessment; and providing an effective date Financing: No cost consideration to the City

City Center TIF District

Note: Item Nos. 87 and 88 must be considered collectively.

87.

*

A public hearing to receive comments on amendments to Tax Increment Financing Reinvestment Zone Number Five (City Center TIF District) and the Project and Reinvestment Zone Financing Plans for the City Center TIF District to: (1) amend the City Center Sub-district’s boundary to remove a portion of the property addressed as 350 North St. Paul Street, approximately 4,950 square feet; (2) amend the City Center Sub-district’s boundary to add the property addressed as 600 South Harwood Street, approximately 19,471 square feet; and (3) make corresponding modifications to the City Center TIF District boundary map, and Project and Reinvestment Zone Financing Plans and any other necessary adjustments to implement the Plan amendments - Financing: No cost consideration to the City

88.

*

An ordinance amending Ordinance No. 22802, as amended, previously approved on June 26, 1996, and an Ordinance No. 23034, as amended, previously approved February 12, 1997, to reflect these amendments - Financing: No cost consideration to the City

September 11, 2013

18

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

Liberty State Bank Preservation Project

Note: Item Nos. 89 and 90 must be considered collectively.

89.

*

Authorize a development agreement with Preserve Liberty, LLC, to reimburse eligible project costs for public infrastructure improvements, demolition (including building relocation costs), environmental remediation and historic façade restoration associated with the Liberty State Bank Preservation project in an amount not to exceed $985,000, from future revenues accruing to Tax Increment Financing Reinvestment Zone Five (City Center TIF District) - Not to exceed $985,000 Financing: City Center TIF District Funds

90.

*

A resolution declaring the intent of Tax Increment Financing District Reinvestment Zone Number Five (City Center TIF District) to reimburse Preserve Liberty, LLC, up to $985,000, for eligible project costs pursuant to the development agreement with Preserve Liberty, LLC - Financing: No cost consideration to the City

Downtown Connection TIF District

Note: Item Nos. 91 and 92 must be considered collectively.

91.

*

A public hearing to receive comments on amendments to Tax Increment Financing Reinvestment Zone Number Eleven (Downtown Connection TIF District) and the Project and Reinvestment Zone Financing Plans for the Downtown Connection TIF District to: (1) increase the geographic area of the district by adding approximately 4,950 square feet; (2) add to the District’s Project Plan the provision for a land exchange of City owned property for privately owned property within the District allowing for the land swap of City-owned property without requiring an auction and/or bidding of the property; and (3) make corresponding modifications to the Downtown Connection TIF District’s boundary map and Project and Reinvestment Zone Financing Plans and any other necessary adjustments to implement the plan amendments - Financing: No cost consideration to the City

92.

*

An ordinance amending Ordinance No. 26020, originally approved on June 8, 2005, as amended and Ordinance No. 26096, originally approved on August 25, 2009, as amended, to reflect these amendments - Financing: No cost consideration to the City

September 11, 2013

19Â Renewal of Water and Wastewater Mains Agenda Item # 40

Urban Engineers Group, Inc. District 1 Lebanon Avenue from Edgefield Avenue to Montclair Avenue District 2 Alley between Gilford Street and Colony Court from Huron Drive northeast Loop 12 (Northwest Highway) from Webb Chapel Road northeast Prudential Drive from southeast of Empire Central southeast District 6 Monroe Drive from Merrell Road south District 9 Lake Terrace Circle from Lake Terrace Drive south Meadow Lake Avenue from Winsted Drive to Delrose Drive District 10 Dandridge Drive from Towns Street to Oberlin Drive Oberlin Drive from Campanella Drive south District 11 Dallas Parkway from Spring Valley Road north Easement between Spring Valley Road and Preston Oaks Road from Montfort Drive to Dallas Parkway District 13 Dorset Road from Lennox Lane to Strait Lane Gramercy Place from Dallas North Tollway to Jamestown Road Royal Lane from Marquis Lane west Royal Lane from Cox Lane east Royal Lane from Cromwell Drive west Seneca Drive from Briarwood Lane to Inwood Road

September 11, 2013

20Â Renewal of Water and Wastewater Mains Agenda Item # 40 (Continued)

District 14 Alley between Palo Pinto Avenue and Velasco Avenue from Concho Street to Skillman Street Cecille Street from Richmond Avenue north Delmar Avenue from Prospect Avenue north Empire Drive from Richmond Avenue to Oram Street Glencoe Street from McCommas Boulevard south Herschel Avenue from Douglas Avenue to Throckmorton Street Lemmon Avenue from McKinney Avenue southeast Richmond Avenue from Cecille Street to Empire Drive Skillman Street from Oram Street to Live Oak Street State Highway 78 (Garland Road) from Gaston Avenue to White Rock Drive

September 11, 2013

21Â Renewal of Water and Wastewater Mains Agenda Item # 40 (Continued)

Criado & Associates, Inc. District 2 Alley between Beaumont Street and Hickory Street from southwest of Park Avenue southwest Alley between Lockheed Avenue and Prosper Street from Savage Street north Alley between Prosper Street and Kenwell Street from Linnet Lane to Savage Street Foley Street from Haskell Avenue to Hay Street Roper Street from north of Linnet Lane south Swiss Avenue from Peak Street to Carroll Avenue District 4 Ledbetter Drive from Bonnie View Road to Corrigan Avenue Michigan Avenue from Iowa Avenue south Tips Boulevard from Southern Oaks Boulevard north District 5 Ava Lane from Piedmont Drive to Eccles Drive District 6 Alley between Mobile Street and Stafford Avenue form Willomet Avenue east Walmsley Avenue from Neal Street east District 7 Baltic Street from Marshall Street to Carpenter Avenue Colonial Avenue from Grand Avenue southeast Colonial Avenue from Stoneman Street to Marburg Street Coombs Street at Interstate Highway 45 Easement northeast of Rosine Avenue from Carpenter Avenue to Marburg Street Jordan Street from Octavia Street to Latimer Street Martin Luther King Jr. Boulevard from Admiral Nimitz Circle to Washington Street Meyers Street from Pine Street to Carpenter Avenue Myrtle Street from Birmingham Avenue to Warren Avenue Pine Street from Waldron Avenue to Crozier Street Sonny Circle from Spring Avenue east York Street from Todd Street north

September 11, 2013

22Â Renewal of Water and Wastewater Mains Agenda Item # 40 (Continued)

District 9 Easement northwest of Loving Avenue from Winsted Drive to Pasadena Avenue Easement south of Lakewood Boulevard from Brendenwood Drive to Hideaway Drive Losa Drive from Tranquilla Drive southwest District 10 Hallum Street from Ebony Drive to Oberlin Drive District 13 Alley between Bryn Mawr Drive and Southwestern Boulevard from Preston Park Drive to Eastern Avenue District 14 Alley between Tremont Street and Victor Street from Collett Avenue to Munger Boulevard Easement between Springbrook Drive and Edgewater Street from Abbott Avenue southeast Matilda Street from Bryan Street north Sevilla Street from Clermont Avenue to Valencia Street

September 11, 2013

23Â Renewal of Water and Wastewater Mains Agenda Item # 40 (Continued)

Hayden Consultants, Inc. District 1 Alley between Jefferson Boulevard and 12th Street from Beckley Avenue to Patton Avenue Alley between Rosemont Avenue and Montclair Avenue from Burlington Boulevard to Clarendon Drive Barnett Avenue from Brooklyndell Avenue south Claudette Avenue from Duval Drive southwest Clinton Avenue from Ranier Street north Edgefield Avenue from Clarendon Drive to Lebanon Avenue Jefferson Boulevard at Palmer Drive Jefferson Boulevard from Marlborough Avenue west Sunset Avenue from Polk Street to Vernon Avenue Virginia Boulevard from McLean Avenue northeast District 2 Alley between Wayne Street and Beacon Street from East Grand Avenue northwest District 3 Eagle Ford Drive from FM 1382 Highway east Easement east of Eagle Ford Drive from southeast of Camp Wisdom Road east Easement south of Camp Wisdom Road from Eagle Ford Drive east Easement west of Misty Bluff Court from north of Wild Brick Drive north Kiest Boulevard from northeast of Five Mile Parkway northeast District 4 Alley between Arizona Avenue and Michigan Avenue from Woodin Boulevard south Alley between Avenue L and Cedar Crest Boulevard from north of Childs Street north Alley between Fernwood Avenue and Harlandale Avenue from Ohio Avenue to Elmore Avenue Alley between Ramsey Avenue and Seevers Avenue from Illinois Avenue north Alley between Woodin Boulevard and Louisiana Avenue from Corinth Street Road to Acacia Street Easement between Cardinal Drive and Stovall Drive from north of Kellogg Avenue south Easement south of Carey Street from Fayette Street to Woodbine Avenue Hudspeth Avenue from Easter Avenue to Cardinal Drive Montana Avenue from east of Marsalis Avenue east

September 11, 2013

24Â Renewal of Water and Wastewater Mains Agenda Item # 40 (Continued)

District 7 Alley between Pennsylvania Avenue and Birmingham Avenue from Edgewood Street northeast District 8 Jordan Valley Road from Middlefield Road northeast Palomino Road from Jordan Valley Road to Haymarket Road District 10 Summer Glen Lane from Club Meadows Drive to Arborside Drive District 12 Harbinger Lane from Medina Drive to Kelly Boulevard District 14 Alley northwest of Ross Avenue from Routh Street northeast

September 11, 2013

25Â Renewal of Water and Wastewater Mains Agenda Item # 40 (Continued)

Lim & Associates, Inc. District 2 Alley between Kelton Drive and Newmore Avenue from Bristol Avenue west Ashby Street from Rusk Avenue southeast Beacon Street from East Grand Avenue to Winslow Avenue Haggar Way from Mockingbird Lane to Lemmon Avenue Inwood Road from Redfield Street northeast District 3 Easement east of Duncanville Road from south of Larue Street north Spur 408 from Kiest Boulevard to Mountain Creek Parkway District 4 Alley between Harlandale Avenue and Ewing Avenue from Illinois Avenue north Ewing Avenue from Vermont Avenue to 18th Street Ewing Avenue from Kiest Boulevard to Graceland Avenue Fernwood Avenue from Morrell Avenue to Claude Street Illinois Avenue from Fordham Road southeast Moffatt Avenue from Aztec Drive southwest Scotland Drive from Sunnyvale Street to Tacoma Street District 5 Woodcastle Drive from Prairie Creek Road to Craige Drive District 6 Irving Boulevard from Top Line Drive to Apricot Street District 7 Alley west of Rustown Drive from Inadale Avenue to Oates Drive Gross Road from Peavy Road east Inez Street from Brigham Lane to Marder Street K Street from Good Latimer Expressway southwest

September 11, 2013

26Â Renewal of Water and Wastewater Mains Agenda Item # 40 (Continued)

District 12 Appledale Lane from Daybreak Drive to Silverthorne Drive Daybreak Drive from Appledale Lane to Kingsridge Drive District 13 Easement east of Les Jardins Drive from Isabella Lane south Pebblebrook Drive from Inwood Road west District 14 Easement north of Meadow Bend Drive from Southwestern Boulevard southeast

September 11, 2013

27Â Renewal of Water and Wastewater Mains Agenda Item # 40 (Continued)

RJN Group, Inc. District 1 Alley between Edgefield Avenue and Clinton Avenue from Brooklyn Avenue south Davis Street from Patton Avenue west Duval Drive from Jefferson Boulevard southwest Easement west of Llewellyn Avenue from Illinois Avenue north District 2 Alley between Dawson Street and Hickory Street from Good Latimer Expressway to Malcolm X Boulevard Alley between Dawson Street and Louise Avenue from Good Latimer Expressway to Orleans Street Easement east of Southwestern Medical Avenue from Inwood Road north Easement southeast of Lucas Drive from Arroyo Avenue to Harry Hines Boulevard Good Latimer Expressway from northwest of Hickory Street northwest Inwood Road at Sadler Circle Webb Chapel Road from Loop 12 (Northwest Highway) southeast District 3 Easement northwest of Jefferson Boulevard from north of Via San Antonio north District 6 Easement between Chalk Hill Road and Loop 12 (Walton Walker Boulevard) from Jefferson Boulevard north Easement west of Loop 12 (Walton Walker Boulevard) from northwest of Johnson Way west Irving Boulevard from Woodall Street to Inwood Road Richey Street from Ruder Street to Cartwright Street Singleton Boulevard from Winnequah Street west Winnequah Street from Richey Street to Singleton Boulevard District 7 Scyene Road from Bisbee Drive southwest District 10 Cosgrove Drive from Blackwood Drive to Tabor Drive

September 11, 2013

28Â Renewal of Water and Wastewater Mains Agenda Item # 40 (Continued)

District 12 Easement between Spyglass Drive and River Hill Drive from Dallas North Tollway to Harbor Town Drive District 13 Alley between Amherst Avenue and Lovers Lane from Linwood Avenue to Menier Street Colhurst Street from State Highway 289 (Preston Road) to Jourdan Way Dallas North Tollway at Harvest Hill Road Dartmoor Drive from Coral Hills Drive north Easement northwest of Stonegate Road from Briarwood Lane northeast Easement west of Dallas North Tollway from Willow Lane north Easement west of Inwood Road from Forest Lane to Willow Lane Easement west of Inwood Road from Forest Lane to Northaven Road Prestonshire Lane from Edgemere Road to Hillcrest Road

September 11, 2013

29Â Renewal of Water and Wastewater Mains Agenda Item # 40 (Continued)

Huitt-Zollars, Inc. District 1 Alley between Beckley Avenue and Englewood Drive from Tilden Street to Oakenwald Street District 2 Alley between Shorecrest Drive and Wylie Drive from Reeves Street to Weiss Street Dallas North Tollway from Lomo Alto Drive north Denton Drive from northwest of Empire Central northwest Easement east of Aviation Place from northwest of Tom Braniff Lane northwest Easement in Love Field Airport from southwest of Cedar Springs Road northwest Easement northeast of Denton Drive from southeast of Anson Road southeast Easement northwest of Tom Braniff Lane from east of Denton Drive to east of Aviation Place Easement southeast of Lovedale Avenue from Denton Drive northeast Hawes Avenue from Maple Avenue to Lemmon Avenue Interstate Highway 35E (Stemmons Freeway) from Market Center Boulevard southeast Lemmon Avenue from Mabel Avenue southeast Maple Avenue from Bomar Avenue northwest Production Drive from Lucas Drive northwest Webb Chapel Extension from Denton Drive to Overlake Drive District 3 Eagle Ford Drive from Mountain Creek Parkway northeast Mountain Creek Parkway from High Brush Drive southeast District 4 Alley between Georgia Avenue and Louisiana Avenue from west of Corinth Street Road west District 5 Bruton Road from Hillburn Drive to Prichard Lane Eastham Street from Cheyenne Road to Morrow Street Morrow Street from Eastham Street to Rockingham Street Rockingham Street from Cheyenne Road to Morrow Street

September 11, 2013

30Â Renewal of Water and Wastewater Mains Agenda Item # 40 (Continued)

District 6 Bill Harrod Street from Nomas Street to Clymer Street Brundrette Street from Canada Drive to Calypso Street Chippewa Drive from Ingersoll Street to Iroquois Drive Denton Drive from Webb Chapel Extension southeast Wichita Street from Riverfront Boulevard to Slocum Street District 9 Knob Oak Drive from State Highway 78 (Garland Road) northwest District 14 Alley between Country Club Circle and Gaston Avenue from Gaston Avenue to Pearson Drive Alley between McKinney Avenue and Cole Avenue from Knox Street northeast Reiger Avenue from Glasgow Drive to Slaughter Avenue Slaughter Avenue from Reiger Avenue southeast

September 11, 2013

31Â Renewal of Water and Wastewater Mains Agenda Item # 40 (Continued)

BDS Technologies, Inc. District 1 Alley between Montclair Avenue and Windomere Avenue from Davis Street to 7th Street Bernice Street from Davis Street south Davis Street from Hartsdale Drive to Montreal Avenue Davis Street from Bernice Street to Paisley Street Oak Cliff Boulevard from Davis Street to Fouts Lane Polk Street from Kings Highway northeast District 4 Alley between Fernwood Avenue and Lamont Avenue from Georgia Avenue north Bonnie View Road from south of Beauchamp Street south Carey Street from Doyle Avenue to Fayette Street Easement north of Fordham Road from Bonnie View Road southeast Easement south of Madrid Street from south of Atoll Drive northeast Fayette Street from Gilroy Street northeast Foster Avenue from Storey Street east District 5 Blueberry Boulevard from Cardella Avenue to Slay Street Palisade Drive from Milverton Drive to Greendale Drive Wadlington Avenue from Odeneal Street to Prairie Creek Road District 6 Chancellor Row from Metromedia Place northwest Easement between Directors Row and Diplomacy Row from Profit Drive southeast Easement north of DART ROW from John W. Carpenter Freeway south Easement north of Halifax Street from Chancellor Row west John W. Carpenter Freeway from Mockingbird Lane southeast Neal Street from Commerce Street to Seale Street District 7 Easement southeast of Beck Avenue from Loop 12 (Buckner Boulevard) west

September 11, 2013

32Â Renewal of Water and Wastewater Mains Agenda Item # 40 (Continued)

District 8 Alley between Camp Wisdom Road and Clearwood Drive from Woodwick Drive to Polk Street Glorietta Lane from Cedardale Road southeast District 9 Ferguson Road from Oates Drive north Oates Drive from Ferguson Road east District 10 Easement west of Mediterranean Drive from Loop12 (Northwest Highway) north District 11 Easement west of Camellia Drive from State Highway 289 (Preston Road) northeast District 13 Douglas Avenue from Walnut Hill Lane to Joyce Way Easement between Loop 12 ((Northwest Highway) and Melody Lane from Shady Brook Lane to Eastridge Drive Easement northwest of Skillman Street from Eastridge Drive to Larmanda Street Easement south of Orchid Lane from State Highway 289 (Preston Road) east Easement west of Pemberton Drive from south of Orchid Lane south Merrell Road from Betty Jane Lane to Marsh Lane Shady Brook Lane from south of Melody Lane south State Highway 289 (Preston Road) from Park Village Place to Colhurst Street District 14 Easement northwest of Skillman Street from south of Southwestern Boulevard north

September 11, 2013

33Â Renewal of Water and Wastewater Mains Agenda Item # 40 (Continued)

Black & Veatch Corporation District 1 Colorado Boulevard from Zang Boulevard east Easement north of Colorado Boulevard from Colorado Boulevard to Greenbriar Lane District 2 Alley between Victor Street and Reiger Avenue from Henderson Avenue to Augusta Street District 3 Easement east of Mountain Creek Parkway from Camp Wisdom Road north Easement south of Vista Hill Lane from Cliffridge Drive northeast Future Merrifield Road from north of Interstate Highway 635 (LBJ Freeway) northeast Kiest Boulevard from Mountain Creek Parkway to Merrifield Road Merrifield Road from Kiest Boulevard south District 6 Goodnight Lane from Joe Field Road to Southwell Road Harry Hines Boulevard from south of Walnut Hill Lane southeast Joe Field Road from Newkirk Street east Southwell Road from Goodnight Lane to Ables Lane District 7 J.B. Jackson Jr. Boulevard (4th Avenue) from Parry Avenue southeast

September 11, 2013

34Â Renewal of Water and Wastewater Mains Agenda Item # 40 (Continued)

Burgess & Niple, Inc. District 1 Alley between Hampton Road and Hollywood Avenue from Emmett Street to Brandon Street District 4 Easement between Kellogg Avenue and Canary Drive from Overton Road northwest District 5 Claudia Lane from Lake June Road north Elam Road from Masters Drive to St. Augustine Drive St. Augustine Drive from Elam Road south St. Regis Drive from Seco Boulevard to Lonsdale Avenue District 6 Alley between Dunhaven Road and Clover Lane from Marsh Lane east Alley between Van Ness Lane and Lively Lane from Lenel Place west Easement between Mixon Drive and Post Drive from south of Dunhaven Road north District 8 Seagoville Road from Interstate Highway 20 southeast District 9 Easement between San Cristobal Drive and Barbaree Boulevard from northeast of Highland Road northeast Easement between Springhill Drive and Ripplewood Drive from Arturo Drive east Easement north of Vinewood Drive from west of Mercer Drive east Easement south of Millmar Drive from Ferguson Road to Peavy Road District 10 Royal Lane from Hillcrest Road east

September 11, 2013

35Â Renewal of Water and Wastewater Mains Agenda Item # 40 (Continued)

District 11 Easement between Clearsprings Road and Rolling Hills Lane from west of Maham Road west Easement east of Maham Road from Spring Valley Road southeast Easement east of Maham Road from northwest of U.S. Highway 75 (Central Expressway) northwest Easement west of Coit Road from Spring Valley Road to Haymeadow Drive Forest Lane from El Hara Circle to Hill Haven Drive Forest Lane from Forest Court east District 13 Dallas North Tollway from Walnut Hill Lane south Dallas North Tollway south of Walnut Hill Lane Dallas North Tollway south of Walnut Hill Lane Inwood Road from Northaven Road south Jourdan Way from Colhurst Street to Walnut Hill Lane Northaven Court from Webb Chapel Road to Northaven Road Northaven Road from Inwood Road east Park Lane from west of Audubon Place west District 14 Easement between Bryan Street and Live Oak Street from Adair Street south Floride Street from Live Oak Street to Cobb Street

September 11, 2013

36Â Installation of Wastewater Interceptor Mains Agenda Item # 42

District 11 Easement north of Keller Springs Road from east of Braewood Place east Easement north of Westgrove Drive from east of Bent Tree Drive east Easement north of Westgrove Drive from east of Bent Tree Drive east Easement west of State Highway 289 (Preston Road) from north of Keller Springs Road north Easement west of State Highway 289 (Preston Road) from north of Westgrove Drive north

September 11, 2013

37Â Installation of Water and Wastewater Mains Agenda Item # 43

District 1 Burlington Boulevard from alley west of Oak Cliff Boulevard east District 2 Carroll Avenue from Deere Street to Munger Avenue Deere Street from Fitzhugh Avenue to Carroll Avenue Fitzhugh Avenue from Fuqua Street to Deere Street Fuqua Street from Fitzhugh Avenue to Henderson Avenue Glencoe Street from Richard Avenue south Henderson Avenue from Fuqua Street to Glencoe Street Richard Avenue from Glencoe Street to Worcola Street Victor Street from Henderson Avenue to Augusta Street District 3 Bar Harbor Circle from Bar Harbor Drive south Mt. Lookout Street from Mt. Royal Street to Mt. Rainer Street Mt. Nebo Street from Mt. Royal Street to Mt. Ranier Street District 4 18th Street from Ewing Avenue to Harlandale Avenue Pecan Road from Canyon Street north District 6 Calypso Street from Hampton Road to Puget Street Easement east of Loop 12 (Walton Walker Boulevard) from Bernal Drive southeast Interstate Highway 35 (Stemmons Freeway) at Market Center Boulevard Southwell Road from Shady Trail east Walnut Hill Lane from east of Morrison Lane east District 9 State Highway 78 (Garland Road) from northeast of Wyatt Street northeast

September 11, 2013

38Â Installation of Water and Wastewater Mains Agenda Item # 43 (Continued)

District 11 Tanglecrest Drive from Birchridge Drive to Overview Drive District 13 Ridgeside Drive from Welch Road to Crestline Avenue Walnut Hill Lane from Dallas North Tollway to Surry Oaks Drive District 14 Blackburn Street from Turtle Creek Boulevard southeast Ross Avenue from Allen Street to Arts Plaza Worcola Street from Merrimac Avenue to Richard Avenue

September 11, 2013

39Â Installation of Water and Wastewater Mains Agenda Item # 45

District 1 Alley between Grafton Avenue and Sharon Street from Pierce Street to Superior Street McLean Avenue from Virginia Boulevard south District 2 Parkland Avenue from Maple Springs Boulevard to Crestview Drive St. Charles Avenue from alley north of Kinmore Street south District 3 Westmoreland Road from south of Interstate Highway 30 south District 4 Alley between Idaho Avenue and Maryland Avenue from Elmore Avenue to Ohio Avenue District 5 Greenmound Avenue from Toulon Lane to Triton Lane Toulon Lane from Triton Lane south District 6 Dennison Street from Borger Street to Crossman Avenue District 9 Wendover Road from Westlake Avenue to Meadow Lake Avenue District 14 Abbott Avenue from Fitzhugh Avenue to Springbrook Drive Alley between Victor Street and Reiger Avenue from Collett Avenue to Fitzhugh Avenue

September 11, 2013

40Â

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.

2.

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.

3.

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.

4.

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.

5.

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

6.

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

AGENDA DATE

September 11, 2013

ITEM IND # OK DEF DISTRICT TYPE

1

All

V

2

All

C

3

All

C

4

All

C

5 6

All N/A

C C

7

All

C

8 9

All All

C C

10 11

All N/A

C C

12

All

C

13

All

C

14

All

C

15

All

C

16

All

C

17

All

C

DEPT.

DOLLARS

LOCAL

MWBE

NA

NA

NA

NA

DESCRIPTION

Approval of Minutes of August 28, 2013 City Council Meeting Authorize a service contract for the purchase, installation and calibration of dissolved oxygen meters for Water Utilities' PBD, WTR $180,831.66 0.00% 0.00% Southside Wastewater Treatment Plant PBD, WTR, Authorize a three-year service contract for the removal and disposal of excavated materials from City facilities and work PBW $2,657,263.00 95.00% 100.00% sites PBD, CIS, Authorize a three-year service contract for parts, support and upgrades for the Supervisory Control and Data TWM $142,550.00 0.00% 0.00% Acquisition System for monitoring and control of flood incidents PBD, TWM, Authorize a three-year service contract for parts, support and upgrades of the flood incident monitoring and control CIS $88,920.00 0.00% 0.00% system PBD $1,000,000.00 100.00% 0.00% Authorize a three-year service contract for the publishing of official notices and City advertising Authorize the purchase of four surveillance camera trailers for Police - Comprehensive Communications Services, LLC PBD, POL GT NA NA through the Department of Information Resources Authorize the purchase of a three-year insurance policy for commercial property insurance for money and securities, PBD $5,732,618.00 94.07% 1.37% boilers and machinery, property and fine arts from October 1, 2013 through September 30, 2016 PBD, FIR $209,436.00 0.00% 100.00% Authorize a two-year master agreement for the purchase of smoke detectors to be installed by Fire-Rescue Authorize Supplemental Agreement No. 2 to exercise the second of two one-year renewal options of the professional services contract with Buck Consultants, LLC, for benefits consulting and actuarial services extending the term through PBD, HRD $250,000.00 94.00% 8.00% September 30, 2014 ATT, STS $125,000.00 NA NA Authorize settlement of the lawsuit styled Ana G. Martinez v. City of Dallas, Cause No. CC-10-05930-A Authorize the annual adoption of the City's Investment Policy regarding funds under the City's control and the CON NC NA NA investment strategies for each of the funds under the City's management Authorize a contract renewal with The University of Texas Southwestern Medical Center at Dallas for the required FIR $152,472.00 NA NA medical direction services for the period October 1, 2013 through September 30, 2014 Authorize an Interlocal Agreement with Dallas County Hospital District d/b/a Parkland Health and Hospital System for a twenty-four month period for Biomedical On-Line Supervision; and Interlocal Agreements with participating local FIR $989,339.00 NA NA governmental entities Authorize payment to the Dallas County Community College District in the amount of $83,800 and the University of Texas Southwestern Medical Center at Dallas in the amount of $218,719 for mandatory Emergency Medical Services training of emergency medical technicians (EMT) basic level and paramedics advanced level for the period October 1, FIR $302,519.00 NA NA 2013 through September 30, 2014 Authorize a twelve-month contract, with two twelve-month renewal options contingent upon available funding with Health Services of North Texas, Inc. to provide scattered site housing assistance for persons with HIV/AIDS for the HOU GT NA NA period October 1, 2013 through September 30, 2014 Authorize a twelve-month contract, with two twelve-month renewal options contingent upon available funding with Legacy Counseling Center, Inc. to provide facility based housing assistance for persons with HIV/AIDS for the period HOU GT NA NA October 1, 2013 through September 30, 2014

18

All

C

HOU

GT

NA

NA

19

All

C

HOU

GT

NA

NA

20

All

C

HOU

GT

NA

NA

21

All

C

HOU

GT

NA

NA

Authorize a twelve-month contract, with two twelve-month renewal options contingent upon available funding with Legacy Counseling Center, Inc. to provide housing information services and resource identification housing resource center, website, and database for persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014 Authorize a twelve-month contract, with two twelve-month renewal options contingent upon available funding with Legacy Counseling Center, Inc. to provide scattered site housing assistance pursuant to a master leasing program for homeless persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014 Authorize a twelve-month contract, with two twelve-month renewal options contingent upon available funding with My Second Chance, Inc. to provide facility based housing assistance for persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014 Authorize a twelve-month contract, with two twelve-month renewal options contingent upon available funding with PWA Coalition of Dallas, Inc. dba AIDS Services of Dallas to provide facility based housing assistance for persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014

Page 1

AGENDA DATE

September 11, 2013

ITEM IND # OK DEF DISTRICT TYPE

DEPT.

DOLLARS

LOCAL

MWBE

DESCRIPTION

22

All

C

HOU

GT

NA

23 24

1, 2, 3, 4, 5, 6, 7, 8 Outside

C C

HOU IGS, MGT

NC NC

NA NA

25

6

C

PKR

$1,064,734.00

10.76%

26

6

C

PKR

$87,900.00

57.02%

27

6

C

PKR

($195,859.22)

0.00%

28

2

C

PKR

$202,566.72

0.00%

29

1, 2, 14

C

PBW, CES

$800,000.00

NA

30

2

C

PBW

NC

NA

31

6

C

DEV, PBW

$13,955.00

NA

32

6

C

DEV, PBW

$30,649.00

NA

33

6

C

DEV, PBW

$160,336.00

NA

34

14

C

DEV

REV $1,000

NA

35

10

C

DEV

REV $5,400

NA

36

1

C

DEV

REV $48,419

NA

37

14

C

DEV

REV $803,439

NA

Authorize an Interlocal Agreement with Dallas County Health and Human Services to provide scattered site housing NA assistance for persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014 Authorize an amendment to the Program Statement for the Dallas Urban Land Bank Demonstration Program to align the Program Statement with 2013 state statute changes including reducing the number of housing units constructed by a qualified participating developer from three to one, expanding the definition of an eligible adjacent property owner to include any owner of adjacent property, before completion of the four-year period, permitting the transfer of property not suitable for development to the taxing entities or to be sold directly to a political subdivision or nonprofit organization and permitting grocery store development with a minimum of 6,000 square feet of enclosed space that offers for sale fresh produce and other food items for home consumption NA NA Authorize approval of the FY 2013-2014 Dallas/Fort Worth International Airport Board Annual Budget Authorize a construction contract for interior renovation (finish-out) and exterior waterproofing and facade 30.79% improvements to the Anita Martinez Recreation Center located at 3212 North Winnetka Avenue Authorize a construction contract for the installation of a new wood floor in the gym at Bachman Therapeutic Recreation 8.78% Center located at 2750 Bachman Drive Authorize a decrease in the contract with RoeschCo Construction, Inc. to change originally designed boardwalks to retaining walls at Stage I of the Trinity Strand Trail from Farrington Street to Turtle Creek Plaza (near Turtle Creek 73.63% Boulevard and Market Center Drive) Authorize an increase in the contract with J. C. Commercial, Inc. for changes to the scope of work for the renovation of 38.71% the Samuell-Grand Recreation Center located at 6200 East Grand Avenue Authorize a Funding Agreement between Dallas Area Rapid Transit, Downtown Dallas, Inc. and the City of Dallas for NA the operation of a two year demonstration project for a downtown supplemental shuttle service Authorize the rejection of bids for the construction of Cadiz Street from Riverfront Boulevard to South Lamar Street; NA and, the re-advertisement for new bids Authorize acquisition from Chalk Hill Properties, L. L. C., of approximately 4,162 square feet of land located near the NA intersection of Chalk Hill Road and Singleton Boulevard for the Chalk Hill Improvement Project Authorize acquisition from TXI Operations, L.P., of a slope easement over six parcels of land containing a total of approximately 56,298 square feet located near Interstate Highway 30 and Chalk Hill Road for the Chalk Hill Road NA Improvement Project Authorize acquisition from TXI Operations, L.P., of approximately 78,418 square feet of land located near Interstate NA Highway 30 and Chalk Hill Road for the Chalk Hill Road Improvement Project An ordinance granting a private license to International Center Development IX, Ltd. for the installation, maintenance, and use of approximately 100 square feet of land for a grease trap under a portion of Harwood Street right-of-way NA located near its intersection with Olive Street An ordinance abandoning two sanitary sewer easements and a drainage and floodway easement to Bordeaux at Lake Highlands, LLC, the abutting owner, containing a total of approximately 20,041 square feet of land, located near the NA intersection of Skillman and Church Streets An ordinance abandoning portions of Colorado Boulevard, an alley, railroad right-of-way and a street easement to Southern Foods Group, LLC, the abutting owner, containing a total of approximately 32,279 square feet of land, located NA near the intersection of Colorado Boulevard and Lancaster Avenue, and authorizing the quitclaim An ordinance abandoning a portion of Munger Avenue (formerly known as Caruth Street or Calhoun Street) to Dorbet Inc., the abutting owner, containing approximately 12,753 square feet of land, located near the intersection of Record NA Street and Munger Avenue, and authorizing the quitclaim

NA

NA

An ordinance abandoning a portion of Ray Road to Ridge South Dallas I, LLC, the abutting owner, containing approximately 23,198 square feet of land, located near the intersection of Telephone and Ray Roads, and authorizing the quitclaim, and providing for the dedication of approximately 23,198 square feet of land needed for right-of-way

NA

Authorize an amendment to Resolution No. 13-1148 to substitute a Special Warranty Deed for the General Warranty Deed for a tract of land containing approximately 2,157 square feet from Shero Industrial Properties, LP, located near the intersection of Cadiz Street and Riverfront Boulevard for the Cadiz Street Improvements Project

38

39

8

2

C

C

DEV

DEV, PBW

REV $5,400

NC

NA

Page 2

AGENDA DATE

September 11, 2013

ITEM IND # OK DEF DISTRICT TYPE

DEPT.

DOLLARS

LOCAL

40

All

C

WTR

$12,755,637.50 98.41%

41 42

2, 6 11

C C

WTR WTR

$15,243,612.00 23.00% $8,492,899.00 74.98%

43

1, 2, 3, 4, 6, 9, 11, 13, 14

C

WTR

$15,550,000.00 75.11%

44

Outside

C

WTR

$2,312,000.00

NA

45

All

C

WTR

$9,724,510.00

79.79%

46

Outside

C

WTR

$206,741.00

25.11%

47

Outside

C

WTR

$1,779,973.00

83.74%

48

N/A

I

SEC

NC

N/A

49

12

I

TWM

$1,147,278.00

85.05%

50

2, 6

I

ECO

NC

NA

51

2, 6

I

ECO

$7,025,000.00

NA

52

2, 6

I

ECO

NC

NA

53

2

PH

DEV

NC

NA

MWBE

DESCRIPTION

Authorize professional services contracts with nine consulting firms to provide engineering services for the replacement 65.49% and rehabilitation of water mains and wastewater mains at 260 locations Authorize a contract for the installation of a 48-inch wastewater interceptor main along the northern perimeter of 25.13% Bachman Lake from Denton Drive to Lemmon Avenue 25.02% Authorize a contract for the installation of wastewater interceptor mains at five locations

25.05% Authorize a contract for the installation of water and wastewater mains at 26 locations Authorize a Facility Extension Agreement with Oncor Electric Delivery Company LLC for the construction of Electrical NA Substation No. 3 at the Eastside Water Treatment Plant Authorize an 18-month master agreement for water and wastewater small services installations; a contract for the installation of water and wastewater mains at 12 locations; and an 18-month master agreement for water and 79.47% wastewater mainline extensions and emergency mainline installations and relocations at various locations Authorize an increase in the contract with Archer Western Contractors, LLC for additional work associated with Transfer 25.26% Pump Stations 1 and 2 at the Eastside Water Treatment Plant Authorize Supplemental Agreement No. 2 to the professional services contract with Halff Associates, Inc. for additional 28.35% engineering services associated with the pre-sedimentation basins at the Elm Fork Water Treatment Plant Consideration of appointments to boards and commissions and the evaluation and duties of board and commission N/A members (List of nominees is available in the City Secretary's Office) Authorize a construction contract with Jeske Construction Company, lowest responsible bidder of six, for the Upper 25.62% McKamy Branch Bypass Swale Authorize a development agreement with Market Center Land, L.P. related to a master plan for redevelopment of the former Dallas Apparel Mart site bordered by Stemmons Freeway, Medical District Drive, Market Center Boulevard, and NA Trinity Railway Express Design District TIF: Authorize a development agreement with Dallas Proton Treatment Center, LLC to reimburse eligible project costs related to the Dallas Proton Treatment Center development current address of 2300 North Stemmons Freeway in an amount not to exceed $7,025,000 from revenues accruing to Tax Increment Financing NA Reinvestment Zone Number Eight (Design District TIF District) Design District TIF: A resolution declaring the intent of Tax Increment Financing District Reinvestment Zone Number Eight (Design District TIF District) to reimburse Dallas Proton Treatment Center, LLC up to $7,025,000, for TIF-eligible NA project costs pursuant to the development agreement with Dallas Proton Treatment Center, LLC. A public hearing to receive comments regarding an application for and an ordinance granting an MU-2 Mixed Use District on property zoned an IR Industrial Research District on the northeast side of Maple Avenue, southeast of NA Mockingbird Lane

54

2

PH

DEV

NC

NA

NA

55

13

PH

DEV

NC

NA

NA

56

1

PH

DEV

NC

NA

NA

57

7

PH

DEV

NC

NA

NA

A public hearing to receive comments regarding an application for and an ordinance granting an amendment to the development plan for Tract II-C and an ordinance granting a Specific Use Permit for a vehicle auction and storage use on property zoned Planned Development District No. 37 on the east corner of Lakefield Boulevard and Sheila Lane A public hearing to receive comments regarding an application for and an ordinance granting a Specific Use Permit for a mini-warehouse on property zoned an MU-2 Mixed Use District with deed restrictions on the south line of Lyndon B. Johnson Freeway, east of Spurling Drive A public hearing to receive comments regarding an application for and an ordinance granting the creation of a new subdistrict within Subdistrict 1 (Bishop Avenue) of Planned Development District No. 830, the Davis Street Special Purpose District on the northwest corner of North Bishop Avenue and West 5th Street A public hearing to receive comments regarding an application for and an ordinance granting the renewal of Specific Use Permit No. 1914 for the sale or service of alcoholic beverages in conjunction with a commercial amusement (inside) on property zoned an RR-D-1 Regional Retail District with a D-1 Liquor Control Overlay south of East R.L. Thornton Freeway, west of South Buckner Boulevard Page 3

AGENDA DATE

September 11, 2013

ITEM IND # OK DEF DISTRICT TYPE

DEPT.

DOLLARS

LOCAL

MWBE

DESCRIPTION

58

6

PH

DEV

NC

NA

NA

59

All

PH

DEV

NC

NA

NA

A public hearing to receive comments regarding an application for and an ordinance granting the expansion of Subdistrict 1 of Planned Development District No. 621, the Old Trinity and Design District Special Purpose District, on property zoned an IR Industrial Research District on the west side of Market Center Boulevard, north of Turtle Creek Boulevard A public hearing to receive comments regarding consideration of amendments to the Dallas Development Code, Chapters 51 and 51A of the Dallas City Code establishing bicycle parking standards, amending the parking requirements for ground-floor retail and personal service uses in the CA-1(A) Central Area District, and establishing regulations for mechanized parking systems and an ordinance granting the amendments

NA

A public hearing to receive comments to amend the City of Dallas Thoroughfare Plan to change the dimensional classification of Fort Worth Avenue between Beckley Avenue and Westmoreland Road from a six lane divided {M-6D(A)} roadway within 100 feet of right-of-way to a special four lane divided (SPCL 4-D) roadway with a bicycle facility within 100 feet of right-of-way; and at the close of the hearing, authorize an ordinance implementing the change A public hearing to receive comments to amend the City of Dallas Thoroughfare Plan to change the dimensional classification of Knoll Trail Road from Keller Springs Road to Arapaho Road from a four lane divided (S-4-D) roadway within 80 feet of right-of-way to a special four lane undivided (SPCL 4-U) roadway within 64 feet of right-of-way and 44 feet of pavement; and at the close of the hearing, authorize an ordinance implementing the change

60

1, 6

PH

PBW

NC

NA

61

11

PH

PBW

NC

NA

NA

62

N/A

PH

OFS

NC

NA

NA

63

4

PH

PKR

NC

NA

NA

64

5

PH

DEV

NC

NA

NA

65

2, 14

PH

ECO

NC

NA

NA

66

2, 14

PH

ECO

$562,608.00

NA

NA

67

2, 7, 14

PH

ECO

NC

NA

NA

68

2, 7, 14

PH

ECO

NC

NA

NA

A public hearing to receive comments on the proposed $0.7970/$100 property tax rate for the 2013-14 fiscal year A public hearing to receive comments on the proposed exchange of 1,767 square feet of land at the Dallas Zoo for the future Texas Department of Transportation (TxDOT) Southern Gateway Interstate Highway 35 East/US 67 Highway Improvement Project A public hearing on an application for and a resolution granting a variance to the alcohol spacing requirements from the Iglesia Evangelica Jabes Church required by Section 6-4 of the Dallas City Code to allow a wine and beer retailer’s offpremise permit for a general merchandise or food store greater than 10,000 square feet [Malone’s Food Stores] on property on the southwest corner of St. Augustine Road and Seagoville Road Dallas Downtown Improvement District: A public hearing concerning the proposed levy of assessment for the Dallas Downtown Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the purpose of providing supplemental public services, to be funded by assessments on property in the District Dallas Downtown Improvement District: An ordinance approving and adopting the final Service Plan for 2014 and final Assessment Plan for 2013 for the Dallas Downtown Improvement District; establishing classifications for the apportionment of costs and the methods of assessing special benefits for the services and improvements to property in the District; levying assessments for the cost of services and improvements to be provided in the Dallas Downtown Improvement District during 2014, fixing charges and liens against the property in the District and against the owners thereof; providing for the collection of the assessment; city participation in the District in the amount of $562,608 and providing an effective date Deep Ellum Public Improvement District: A public hearing concerning the proposed levy of assessment for the Deep Ellum Public Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the purpose of providing supplemental public services, to be funded by assessments on property in the District Deep Ellum Public Improvement District: An ordinance approving and adopting the final Service Plan for 2014 and final Assessment Plan for 2013 for the Deep Ellum Public Improvement District; establishing classifications for the apportionment of costs and the methods of assessing special benefits for the services and improvements to property in the District; levying assessments for the cost of services and improvements to be provided in the Deep Ellum Public Improvement District during 2014; fixing charges and liens against the property in the District and against the owners thereof; providing for the collection of the assessment; and providing an effective date

Page 4

AGENDA DATE

September 11, 2013

ITEM IND # OK DEF DISTRICT TYPE

69

70

14

14

PH

PH

DEPT.

ECO

ECO

DOLLARS

NC

NC

LOCAL

NA

NA

MWBE

DESCRIPTION

NA

Klyde Warren Park Public Improvement District: A public hearing concerning the proposed levy of assessment for the Klyde Warren Park Public Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the purpose of providing supplemental public services, to be funded by assessments on property in the District

NA

Klyde Warren Park Public Improvement District: An ordinance approving and adopting the final Service Plan for 2014 and final Assessment Plan for 2013 for the Klyde Warren Park Public Improvement District; establishing classifications for the apportionment of costs and the methods of assessing special benefits for the services and improvements to property in the District; levying assessments for the cost of services and improvements to be provided in the Klyde Warren Park Public Improvement District during 2014; fixing charges and liens against the property in the District and against the owners thereof; providing for the collection of the assessment; and providing an effective date

71

14

PH

ECO

NC

NA

NA

72

14

PH

ECO

NC

NA

NA

Knox Street Public Improvement District: A public hearing concerning the proposed levy of assessment for the Knox Street Public Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the purpose of providing supplemental public services, to be funded by assessments on property in the District Knox Street Public Improvement District: An ordinance approving and adopting the final Service Plan for 2014 and final Assessment Plan for 2013 for the Knox Street Public Improvement District; establishing classifications for the apportionment of costs and the methods of assessing special benefits for the services and improvements to property in the District; levying assessments for the cost of services and improvements to be provided in the Knox Street Public Improvement District during 2014; fixing charges and liens against the property in the District and against the owners thereof; providing for the collection of the assessment; and providing an effective date

NA

Lake Highlands Public Improvement District: A public hearing concerning the proposed levy of assessment for the Lake Highlands Public Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the purpose of providing supplemental public services, to be funded by assessments on property in the District

73

9, 10, 13

PH

ECO

NC

NA

74

9, 10, 13

PH

ECO

NC

NA

NA

75

6

PH

ECO

NC

NA

NA

76

6

PH

ECO

NC

NA

NA

77

12

PH

ECO

NC

NA

NA

Lake Highlands Public Improvement District: An ordinance approving and adopting the final Service Plan for 2014 and final Assessment Plan for 2013 for the Lake Highlands Public Improvement District; establishing classifications for the apportionment of costs and the methods of assessing special benefits for the services and improvements to property in the District; levying assessments for the cost of services and improvements to be provided in the Lake Highlands Public Improvement District during 2014; fixing charges and liens against the property in the District and against the owners thereof; providing for the collection of the assessment; and providing an effective date Oak Lawn-Hi Line Public Improvement District: A public hearing concerning the proposed levy of assessment for the Oak Lawn-Hi Line Public Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the purpose of providing supplemental public services, to be funded by assessments on property in the District Oak Lawn-Hi Line Public Improvement District: An ordinance approving and adopting the final Service Plan for 2014 and final Assessment Plan for 2013 for the Oak Lawn-Hi Line Public Improvement District; establishing classifications for the apportionment of costs and the methods of assessing special benefits for the services and improvements to property in the District; levying assessments for the cost of services and improvements to be provided in the Oak LawnHi Line Public Improvement District during 2014; fixing charges and liens against the property in the District and against the owners thereof; providing for the collection of the assessment; and providing an effective date Prestonwood Public Improvement District: A public hearing concerning the proposed levy of assessment for the Prestonwood Public Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the purpose of providing supplemental public services, to be funded by assessments on property in the District

Page 5

AGENDA DATE

September 11, 2013

ITEM IND # OK DEF DISTRICT TYPE

78

12

PH

DEPT.

ECO

DOLLARS

NC

LOCAL

NA

MWBE

DESCRIPTION

NA

Prestonwood Public Improvement District: An ordinance approving and adopting the final Service Plan for 2014 and final Assessment Plan for 2013 for the Prestonwood Public Improvement District; establishing classifications for the apportionment of costs and the methods of assessing special benefits for the services and improvements to property in the District; levying assessments for the cost of services and improvements to be provided in the Prestonwood Public Improvement District during 2014; fixing charges and liens against the property in the District and against the owners thereof; providing for the collection of the assessment; and providing an effective date

79

2

PH

ECO

NC

NA

NA

80

2

PH

ECO

NC

NA

NA

South Side Public Improvement District: A public hearing concerning the proposed levy of assessment for the South Side Public Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the purpose of providing supplemental public services, to be funded by assessments on property in the District South Side Public Improvement District: An ordinance approving and adopting the final Service Plan for 2014 and final Assessment Plan for 2013 for the South Side Public Improvement District establishing classifications for the apportionment of costs and the methods of assessing special benefits for the services and improvements to property in the District; levying assessments for the cost of services and improvements to be provided in the South Side Public Improvement District during 2014; fixing charges and liens against the property in the District and against the owners thereof; providing for the collection of the assessment; and providing an effective date

81

14

PH

ECO

NC

NA

NA

82

14

PH

ECO

NC

NA

NA

83

14

PH

ECO

NC

NA

NA

84

14

PH

ECO

NC

NA

NA

85

13

PH

ECO

NC

NA

NA

Uptown Public Improvement District: A public hearing concerning the proposed levy of assessment for the Uptown Public Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the purpose of providing supplemental public services, to be funded by assessments on property in the District Uptown Public Improvement District: An ordinance approving and adopting the final Service Plan for 2014 and final Assessment Plan for 2013 for the Uptown Public Improvement District; establishing classifications for the apportionment of costs and the methods of assessing special benefits for the services and improvements to property in the District; levying assessments for the cost of services and improvements to be provided in the Uptown Public Improvement District during 2014; fixing charges and liens against the property in the District and against the owners thereof; providing for the collection of the assessment; and providing an effective date University Crossing Improvement District: A public hearing concerning the proposed levy of assessment for the University Crossing Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the purpose of providing supplemental public services, to be funded by assessments on property in the District University Crossing Improvement District: An ordinance approving and adopting the final Service Plan for 2014 and final Assessment Plan for 2013 for the University Crossing Improvement District; establishing classifications for the apportionment of costs and the methods of assessing special benefits for the services and improvements to property in the District; levying assessments for the cost of services and improvements to be provided in the University Crossing Improvement District during 2014; fixing charges and liens against the property in the District and against the owners thereof; providing for the collection of the assessment; and providing an effective date Vickery Meadow Public Improvement District: A public hearing concerning the proposed levy of assessment for the Vickery Meadow Public Improvement District (District), in accordance with Chapter 372 of the Texas Local Government Code, for the purpose of providing supplemental public services, to be funded by assessments on property in the District

NA

Vickery Meadow Public Improvement District: An ordinance approving and adopting the final Service Plan for 2014 and final Assessment Plan for 2013 for the Vickery Meadow Public Improvement District; establishing classifications for the apportionment of costs and the methods of assessing special benefits for the services and improvements to property in the District; levying assessments for the cost of services and improvements to be provided in the Vickery Meadow Public Improvement District during 2014; fixing charges and liens against the property in the District and against the owners thereof; providing for the collection of the assessment; and providing an effective date

86

13

PH

ECO

NC

NA

Page 6

AGENDA DATE

September 11, 2013

ITEM IND # OK DEF DISTRICT TYPE

DEPT.

DOLLARS

LOCAL

MWBE

DESCRIPTION

City Center TIF District: A public hearing to receive comments on amendments to Tax Increment Financing Reinvestment Zone Number Five (City Center TIF District) and the Project and Reinvestment Zone Financing Plans for the City Center TIF District to: amend the City Center Sub-district’s boundary to remove a portion of the property addressed as 350 North St. Paul Street, approximately 4,950 square feet; amend the City Center Sub-district’s boundary to add the property addressed as 600 South Harwood Street, approximately 19,471 square feet; and make corresponding modifications to the City Center TIF District boundary map, and Project and Reinvestment Zone Financing Plans and any other necessary adjustments to implement the Plan amendments

87

2, 14

PH

ECO

NC

NA

NA

88

2, 14

PH

ECO

NC

NA

NA

89

2

PH

ECO

$985,000.00

NA

NA

90

2

PH

ECO

NC

NA

NA

91

2, 14

PH

ECO

NC

NA

NA

92

2, 14

PH

ECO

NC

NA

NA

TOTAL

City Center TIF District: An ordinance amending Ordinance No. 22802, as amended, previously approved on June 26, 1996, and an Ordinance No. 23034, as amended, previously approved February 12, 1997, to reflect these amendments Liberty State Bank Preservation Project: Authorize a development agreement with Preserve Liberty, LLC, to reimburse eligible project costs for public infrastructure improvements, demolition (including building relocation costs), environmental remediation and historic façade restoration associated with the Liberty State Bank Preservation project in an amount not to exceed $985,000, from revenues accruing to Tax Increment Financing Reinvestment Zone Five (City Center TIF District) Liberty State Bank Preservation Project: A resolution declaring the intent of Tax Increment Financing District Reinvestment Zone Number Five (City Center TIF District) to reimburse Preserve Liberty, LLC, up to $985,000, for eligible project costs pursuant to the development agreement with Preserve Liberty, LLC Downtown Connection TIF District: A public hearing to receive comments on amendments to Tax Increment Financing Reinvestment Zone Number Eleven (Downtown Connection TIF District) and the Project and Reinvestment Zone Financing Plans for the Downtown Connection TIF District to: increase the geographic area of the district by adding approximately 4,950 square feet; add to the District’s Project Plan the provision for a land exchange of City owned property for privately owned property within the District allowing for the land swap of City-owned property without requiring an auction and/or bidding of the property; and make corresponding modifications to the Downtown Connection TIF District’s boundary map and Project and Reinvestment Zone Financing Plans and any other necessary adjustments to implement the plan amendments Downtown Connection TIF District: An ordinance amending Ordinance No. 26020, originally approved on June 8, 2005, as amended and Ordinance No. 26096, originally approved on August 25, 2009, as amended, to reflect these amendments

$89,780,488.66

Page 7

KEY FOCUS AREA:

AGENDA ITEM # 2 Make Government More Efficient, Effective and Economical

AGENDA DATE:

September 11, 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 service contract for the purchase, installation and calibration of dissolved oxygen meters for Water Utilities' Southside Wastewater Treatment Plant - CC Lynch & Associates, Inc., lowest responsible bidder of five - Not to exceed $180,832 - Financing: Water Utilities Capital Construction Funds BACKGROUND This service contract will allow for the purchase, installation and calibration of sixty-seven dissolved oxygen (DO) meters for nine basins at the Southside Wastewater Treatment Plant (SSWWTP). DO meters are used to record and transmit precise measurement of dissolved oxygen content in the wastewater aeration basins. The living organisms in the aeration basins require oxygen in order to survive. The living organisms are necessary in the processing of wastewater. The amount of dissolved oxygen in the basins is affected by three elements, water temperature, salinity and atmospheric pressure. If the DO drops the organisms will start to die causing waste build-up and strong odor. The information gathered by these meters will allow the department to remain pro-active in maintaining DO levels, controlling the odor and identifying the source of dropped oxygen.

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 463 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) This item has no prior action.

FISCAL INFORMATION $180,831.66 - Water Utilities Capital Construction Funds M/WBE INFORMATION 77 - Vendors contacted 77 - No response 0 - Response (Bid) 0 - Response (No Bid) 0 - Successful 463 - 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 CC Lynch & Associates, Inc. White Male Black Male Hispanic Male Other Male

11 0 0 0

White Female Black Female Hispanic Female Other Female

2 0 0 0

BID INFORMATION The following bids were received from solicitation number BM1322 and were opened on May 9, 2013. This service contract is being awarded in its entirety to the lowest responsive and responsible bidder. *Denotes successful bidder Bidders

Address

Amount

*CC Lynch & Associates, Inc.

300 Davis Ave. Pass Christian, MS 75050

$180,831.66

Agenda Date 09/11/2013 - page 2

BID INFORMATION (Continued) Bidders

Address

Amount

Macaulay Controls Company

13920 Osprey Ct. Ste. #E Webster, TX 77598

$197,355.20

RLC Controls, Inc.

8115 Hicks Hollow McKinney, TX 75071

$198,856.00

Prime Controls

815 Office Park Cr. Lewisville, TX 75057

$257,414.00

PCI Partners LLC dba Pumps and Controls

1003 Enterprise Pl. Ste. #107 $272,669.90 Arlington, TX 76015

OWNER CC Lynch & Associates, Inc. John W. Campbell III, President C Russell Park, Vice President Malcolm C. Lynch, Secretary/Treasurer

Agenda Date 09/11/2013 - page 3

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize a service contract for the purchase, installation and calibration of dissolved oxygen meters for Water Utilities' Southside Wastewater Treatment Plant CC Lynch & Associates, Inc., lowest responsible bidder of five - Not to exceed $180,832 - Financing: Water Utilities Capital Construction Funds CC Lynch & Associates, Inc. is a non-local, non-minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use their own workforce.

PROJECT CATEGORY: Other Services _______________________________________________________________ LOCAL/NON-LOCAL CONTRACT SUMMARY Amount

Percent

Total local contracts Total non-local contracts

$0.00 $180,831.66

0.00% 100.00%

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

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

TOTAL CONTRACT

$180,831.66

100.00%

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

African American Hispanic American Asian American Native American WBE Total

Local

Percent

Local & Non-Local

Percent

$0.00 $0.00 $0.00 $0.00 $0.00

0.00% 0.00% 0.00% 0.00% 0.00%

$0.00 $0.00 $0.00 $0.00 $0.00

0.00% 0.00% 0.00% 0.00% 0.00%

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

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

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

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

$0.00

0.00%

$0.00

0.00%

COUNCIL CHAMBER

September 11, 2013 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 CC Lynch & Associates, Inc. (356914) for the purchase, installation and calibration of dissolved oxygen meters for Water Utilities' Southside Wastewater Treatment Plant in an amount not exceed $180,831.66, 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 CC Lynch & Associates, Inc. shall be based only on the amount of the services directed to be performed by the City and properly performed by CC Lynch & Associates, 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 $180,831.66: FUND 0103

DEPT DWU

UNIT CS50

OBJECT 3070

ENCUMBRANCE CTDWU7A1236EN

AMOUNT $180,831.66

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 Efficient, Effective and Economical Government

AGENDA DATE:

September 11, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Business Development & Procurement Services Water Utilities Public Works Department

CMO:

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

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize a three-year service contract for the removal and disposal of excavated materials from City facilities and work sites – Q. Roberts Trucking, Inc., lowest responsible bidder of five - Not to exceed $2,657,263 - Financing: Current Funds ($455,013) and Water Utilities Current Funds ($2,202,250) (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 for the removal and disposal of excavated materials (soil, sand, concrete, re-bar, and broken pipe) from City locations such as service centers, water main repair projects, or construction sites to an approved dumpsite. The City estimates approximately 300,000 cubic yards of excavated material will be removed by the awarded vendor within a three-year period.

The Water Utilities maintenance crews excavate trenches to make repairs to water mains. The excess excavated material is hauled by the awarded vendor to an approved dumpsite or landfill according to the Texas Commission on Environmental Quality regulations.

This master agreement will be used by the Public Works Department, for excavation for the removal and replacement of 102 underground storage tanks as well as 2006 Capital Bond Projects (i.e.) Library and Fire facility replacement projects.

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 915 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 April 22, 2009, City Council authorized a thirty-six-month service contract for the removal of excavated materials from Water Utilities facilities and work sites by Resolution No. 09-1045.

On September 14, 2011, City Council authorized a three-year service contract for the removal and disposal of excavated materials from City facilities and work sites by Resolution No. 11-2372.

FISCAL INFORMATION $ 455,013.00 - Current Funds (subject to annual appropriations) $2,202,250.00 - Water Utilities Current Funds (subject to annual appropriations) M/WBE INFORMATION 263 - Vendors contacted 262 - No response 1 - Response (Bid) 0 - Response (No bid) 1 - Successful 915 - 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.

Agenda Date 09/11/2013 - page 2

ETHNIC COMPOSITION Q. Roberts Trucking, Inc. White Male Black Male Hispanic Male Other Male

0 2 7 0

White Female Black Female Hispanic Female Other Female

1 1 0 0

BID INFORMATION The following bids were received from solicitation number BP1302 and were opened on June 27, 2013. This service contract is being awarded to the lowest responsive and responsible bidder by group. Information related to this solicitation is available upon request. *Denotes successful bidder Bidders

Address

Amount of Bid

*Q. Roberts Trucking, Inc.

2508 Club Terrace Dr. Dallas, TX 75237

Multiple Groups

THB Construction, LLC.

1544 Valwood Pkwy.

Ste. #100 Carrollton, TX 75006

Multiple Groups

Earth Haulers, Inc.

11500 Mosier Rd. Fort Worth, TX 76040

Multiple Groups

PG Services

7702 Los Gatos Dallas, TX 75232

Multiple Groups

Herdez Trucking, Inc.

6426 C.F. Hawn Fwy. Dallas, TX 75217

Non-responsive**

** Herdez Trucking, Inc. was deemed non-responsive due to not meeting specifications.

OWNER Q. Roberts Trucking, Inc. Quincy Roberts, President

Agenda Date 09/11/2013 - page 3

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize a three-year service contract for the removal and disposal of excavated materials from City facilities and work sites – Q. Roberts Trucking, Inc., lowest responsible bidder of five - Not to exceed $2,657,263 - Financing: Current Funds ($455,013) and Water Utilities Current Funds ($2,202,250) (subject to annual appropriations) Q. Roberts Trucking, Inc. is a local, 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

$2,524,399.85 $132,863.15

95.00% 5.00%

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

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

TOTAL CONTRACT

$2,657,263.00

100.00%

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

Certification

Q. Roberts Trucking Incorporated

BMDB57694Y0614

Total Minority - Local

Amount

Percent

$2,524,399.85

100.00%

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

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

$2,524,399.85

100.00%

Amount

Percent

Non-Local Contractors / Sub-Contractors Non-local

Certification

D.E.E.R. Trucking, LLC

BMDB55115Y1013

Total Minority - Non-local

$132,863.15

100.00%

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

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

$132,863.15

100.00%

TOTAL M/WBE CONTRACT PARTICIPATION Local

Percent

Local & Non-Local

Percent

African American Hispanic American Asian American Native American WBE

$2,524,399.85 $0.00 $0.00 $0.00 $0.00

100.00% 0.00% 0.00% 0.00% 0.00%

$2,657,263.00 $0.00 $0.00 $0.00 $0.00

100.00% 0.00% 0.00% 0.00% 0.00%

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

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

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

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

Total

$2,524,399.85

100.00%

$2,657,263.00

100.00%

COUNCIL CHAMBER

September 11, 2013 WHEREAS, on April 22, 2009, City Council authorized a thirty-six-month service contract for the removal of excavated materials from Water Utilities facilities and work sites by Resolution No. 09-1045; and, WHEREAS, on September 14, 2011, City Council authorized a three-year service contract for the removal and disposal of excavated materials from City facilities and work sites by Resolution No. 11-2372; 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 Q. Roberts Trucking, Inc. (VS0000045490) for removal and disposal of excavated materials from City facilities and work sites for a term of three years in an amount not to exceed $2,657,263.00, 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 Q. Roberts Trucking, Inc. shall be based only on the amount of the services directed to be performed by the City and properly performed by Q. Roberts Trucking, Inc. under the contract.

Section 2. That the City Controller is authorized to disburse funds in an amount not to exceed $2,657,263.00 (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 # 4 Efficient, Effective and Economical Government

AGENDA DATE:

September 11, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Business Development & Procurement Services Communication and Information Services Trinity Watershed Management

CMO:

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

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize a three-year service contract for parts, support and upgrades for the Supervisory Control and Data Acquisition System for monitoring and control of flood incidents - HSQ Technology, A Corporation, only proposer - Not to exceed $142,550 Financing: Stormwater Drainage Management 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 the Trinity Watershed Management Flood Control Operations district with parts, telephone technical support, and server upgrades for the Supervisory Control and Data Acquisition (SCADA) system. The SCADA system controls and monitors twelve flood control pump stations, forty-two flooded roadway warning system locations with a history of flooding, and three sump gate structures.

This system will automatically start and stop stormwater pumps, open and close sluice gates, provide pump station security, activate warning signs at low water crossings.

The system can also notify City personnel, by email, of alarms or faults such as:      

Power failures Failure of computerized systems to respond Building intrusion after hours Fire alarms High water Failure of a pump to start

Additionally the system can produce real-time reports on the City’s internal and public websites.

BACKGROUND (Continued) The SCADA system is a specialized, custom built system, designed to meet the City's unique flood control and monitoring needs. In order for any vendor to provide maintenance, they must have specific details about the system and therefore other vendors are reluctant to enter into a contractual agreement with the City to service this equipment.

A two member committee from the following departments reviewed and evaluated the proposals:  

Business Development & Procurement Services Trinity Watershed Management

(1)* (1)

*Business Development and Procurement Services only evaluated the cost.

The successful proposer was selected by the committee on the basis of demonstrated competence and qualifications under the following criteria:  

Cost Experience and Capability

85% 15%

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 1432 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 24, 2011, City Council authorized a three-year master agreement for parts, support and upgrades for the Supervisory Control and Data Acquisition and the Automated Local Evaluation in Real Time System for monitoring and control of flood incidents by Resolution No. 11-2164.

FISCAL INFORMATION $142,550.00 - Stormwater Drainage Management Current Funds (subject to annual appropriations)

Agenda Date 09/11/2013 - page 2

M/WBE INFORMATION 262 - Vendors contacted 262 - No response 0 - Response (Bid) 0 - Response (No Bid) 0 - Successful vendor 1432 - 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 HSQ Technology, A Corporation White Male Black Male Hispanic Male Other Male

25 0 4 5

White Female Black Female Hispanic Female Other Female

2 0 1 1

PROPOSAL INFORMATION The following proposal was received from solicitation number BUZ1316 and opened on May 26, 2013. This master agreement is being awarded in its entirety to the only proposer. *Denotes successful proposer Proposer

Address

Score

Amount

*HSQ Technology, A Corporation

26227 Research Road Hayward, CA 94545

99.00%

$142,550.00

Note: Pursuant to Business Development and Procurement Services’ (BDPS) request, the Auditor’s office has reviewed the single bid item and submitted related documentation and has determined BDPS followed Administrative Directive 4-05 provisions for processing this single bid item and made reasonable efforts to increase bid participation. This proposed procurement meets the requirements for a single bid.

Agenda Date 09/11/2013 - page 3

OWNER HSQ Technology, A Corporation Harold K. Spence, President James Wilkinson, Vice President

Agenda Date 09/11/2013 - page 4

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize a three-year service contract for parts, support and upgrades for the Supervisory Control and Data Acquisition System for monitoring and control of flood incidents - HSQ Technology, A Corporation, only proposer - Not to exceed $142,550 Financing: Stormwater Drainage Management Current Funds (subject to annual appropriations) HSQ Technology, A Corporation is a non-local, non-minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use their own workforce.

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

Percent

Total local contracts Total non-local contracts

$0.00 $142,550.00

0.00% 100.00%

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

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

TOTAL CONTRACT

$142,550.00

100.00%

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

African American Hispanic American Asian American Native American WBE Total

Local

Percent

Local & Non-Local

Percent

$0.00 $0.00 $0.00 $0.00 $0.00

0.00% 0.00% 0.00% 0.00% 0.00%

$0.00 $0.00 $0.00 $0.00 $0.00

0.00% 0.00% 0.00% 0.00% 0.00%

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

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

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

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

$0.00

0.00%

$0.00

0.00%

COUNCIL CHAMBER

September 11, 2013 WHEREAS, on August 24, 2011, City Council authorized a three-year master agreement for parts, support and upgrades for the Supervisory Control and Data Acquisition and the Automated Local Evaluation in Real Time System for monitoring and control of flood incidents by Resolution No. 11-2164; 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 HSQ Technology, A Corporation (264584) for parts, support and upgrades for the Supervisory Control and Data Acquisition System for monitoring and control of flood incidents for a term of three years in an amount not exceed $142,550.00, 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 HSQ Technology, A Corporation shall be based only on the amount of the services directed to be performed by the City and properly performed by HSQ Technology, A Corporation under the contract.

Section 2. That the City Controller is authorized to disburse funds in an amount not to exceed $142,550.00 (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 # 5 Efficient, Effective and Economical Government

AGENDA DATE:

September 11, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Business Development & Procurement Services Trinity Watershed Management Communication and Information Services

CMO:

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

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize a three-year service contract for parts, support and upgrades of the flood incident monitoring and control system - HydroLynx Systems, Inc., only proposer - Not to exceed $88,920 - Financing: Stormwater Drainage Management 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 the Flood Control Operations district with parts, telephone technical support and server upgrades for the flood incident monitoring and control system. This system known as "ALERT" has eighty-eight remote sensor locations throughout the City that measure and report, in real time, air temperature, stream level, wind speed and direction, barometric pressure, humidity, status of small underpass stormwater lift stations and bridge temperature. The system automatically notifies City personnel, by email, of alarms or faults such as:  

High rainfall rate High water

Additionally the system can produce real-time reports on the City’s internal and public websites.

The ALERT system is a specialized, custom built system, designed to meet the City's unique flood control and monitoring needs. In order for any vendor to provide maintenance, they must have specific details about the system and therefore other vendors are reluctant to enter into a contractual agreement with the City to service this equipment.

BACKGROUND (Continued) A two member committee from the following departments reviewed and evaluated the proposals:  

Business Development & Procurement Services Trinity Watershed Management

(1)* (1)

*Business Development and Procurement Services only evaluated the cost.

The successful proposer was selected by the committee on the basis of demonstrated competence and qualifications under the following criteria:  

Cost Experience and Capability

85% 15%

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 1432 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 24, 2011, City Council authorized a three-year master agreement for parts, support and upgrades to Supervisory Control and Data Acquisition and the Automated Local Evaluation in Real Time System for monitoring and control of flood incidents by Resolution No. 11-2164.

FISCAL INFORMATION $88,920.00 - Stormwater Drainage Management Current Funds (subject to annual appropriations) M/WBE INFORMATION 262 - Vendors contacted 262 - No response 0 - Response (Bid) 0 - Response (No Bid) 0 - Successful vendor

Agenda Date 09/11/2013 - page 2

M/WBE INFORMATION (Continued) 1432 - 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 HydroLynx Systems, Inc. White Male Black Male Hispanic Male Other Male

2 0 0 0

White Female Black Female Hispanic Female Other Female

2 0 0 0

PROPOSAL INFORMATION The following proposal was received from solicitation number BUZ1307 and opened on May 26, 2013. This master agreement is being awarded in its entirety to the only proposer. *Denotes successful proposer Proposer

Address

Score

Amount

*HydroLynx Systems, Inc.

950 Riverside Parkway Suite 10 West Sacramento, CA 95605

98.00%

$88,920.00

Note: Pursuant to Business Development and Procurement Services’ (BDPS) request, the Auditor’s office has reviewed the single bid item and submitted related documentation and has determined BDPS followed Administrative Directive 4-05 provisions for processing this single bid item and made reasonable efforts to increase bid participation. This proposed procurement meets the requirements for a single bid.

OWNER HydroLynx System, Inc. Kimberly A. Blair, President David C. Leader, Vice President

Agenda Date 09/11/2013 - page 3

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize a three-year service contract for parts, support and upgrades of the flood incident monitoring and control system - HydroLynx Systems, Inc., only proposer - Not to exceed $88,920 - Financing: Stormwater Drainage Management Current Funds (subject to annual appropriations) HydroLynx Systems, Inc. is a non-local, non-minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use their own workforce.

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

Percent

Total local contracts Total non-local contracts

$0.00 $88,920.00

0.00% 100.00%

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

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

TOTAL CONTRACT

$88,920.00

100.00%

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

African American Hispanic American Asian American Native American WBE Total

Local

Percent

Local & Non-Local

Percent

$0.00 $0.00 $0.00 $0.00 $0.00

0.00% 0.00% 0.00% 0.00% 0.00%

$0.00 $0.00 $0.00 $0.00 $0.00

0.00% 0.00% 0.00% 0.00% 0.00%

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

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

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

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

$0.00

0.00%

$0.00

0.00%

COUNCIL CHAMBER

September 11, 2013 WHEREAS, on August 24, 2011, City Council authorized a three-year master agreement for parts, support and upgrades to Supervisory Control and Data Acquisition and the Automated Local Evaluation in Real Time System for monitoring and control of flood incidents by Resolution No. 11-2164; 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 HydroLynx Systems, Inc. (354937) for parts, support and upgrades of the flood incident monitoring and control system for a term of three years in an amount not to exceed $88,920.00, 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 HydroLynx Systems, Inc. shall be based only on the amount of the services directed to be performed by the City and properly performed by HydroLynx Systems, Inc. under the contract.

Section 2. That the City Controller is authorized to disburse funds in an amount not to exceed $88,920.00 (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 # 6 Efficient, Effective and Economical Government

AGENDA DATE:

September 11, 2013

COUNCIL DISTRICT(S):

N/A

DEPARTMENT:

Business Development & Procurement Services

CMO:

Jeanne Chipperfield, 670-7804

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize a three-year service contract for the publishing of official notices and City advertising - The Dallas Morning News, Sole Source - Not to exceed $1,000,000 Financing: 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 allow the City to purchase advertising space on as needed basis and enables publication in The Dallas Morning News (TDMN) of notices as required by the Texas local government codes. These publications include ordinances passed by City Council, invitations to bid on City contracts, zoning changes, auctions, notices of public meetings and hearings and employment notices.

In addition, the City will be able to purchase retail advertising space to notify residents of initiatives, such as water conservation and similar programs, library events, sanitation pick-up schedules, budget information, etc. TDMN has the largest paid circulation in Dallas County; numerous statutes require a government entity to publish legal notices in a newspaper of general circulation. TDMN is the only newspaper in the Dallas area based on the diversity of its subscribers, which meets the requirements for a newspaper of general circulation.

Public Information Office (PIO) provides general fund departments with professional guidance to identify advertising goals and develop an advertising plan customized to their outreach, education or promotional objectives. The target demographics are reached by utilizing a combination of TDMN and 15 other local newspapers and publications.

PRIOR ACTION/REVIEW COUNCIL, BOARDS, COMMISSIONS On October 28, 2009, City Council authorized the first one-year renewal option of the service contract for publishing of official notices and City advertising by Resolution No. 09-2606.

On June 22, 2011, City Council authorized a one-year service contract, with two one-year renewal options, for the publishing of official notices and City advertising by Resolution No. 11-1650.

FISCAL INFORMATION $1,000,000.00 - Current Funds (subject to annual appropriations) M/WBE INFORMATION There were no M/WBE vendors contacted for this item because the recommended awardee is the sole source provider.

The recommended awardee has fulfilled the good faith requirements set forth in the Business Inclusion and Development (BID) Plan adopted by Council Resolution No. 08-2826 as amended.

ETHNIC COMPOSITION The Dallas Morning News White Male Black Male Hispanic Male Other Male

907 127 183 99

White Female Black Female Hispanic Female Other Female

544 114 136 28

BID INFORMATION Bidder

Address

Amount

The Dallas Morning News

508 Young St. Dallas,TX 75202

$1,000,000.00

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

Agenda Date 09/11/2013 - page 2

OWNER The Dallas Morning News Robert W. Decherd, Chairman of the Board James M. Moroney III, Publisher, President Dan Blizzard, Secretary Alison K. Engel, Treasurer

Agenda Date 09/11/2013 - page 3

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize a three-year service contract for the publishing of official notices and City advertising - The Dallas Morning News, Sole Source - Not to exceed $1,000,000 - Financing: Current Funds (subject to annual appropriations) The Dallas Morning News is a local, non-minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use their own workforce.

PROJECT CATEGORY: Other Services _______________________________________________________________ LOCAL/NON-LOCAL CONTRACT SUMMARY Amount

Percent

Total local contracts Total non-local contracts

$1,000,000.00 $0.00

100.00% 0.00%

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

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

TOTAL CONTRACT

$1,000,000.00

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%

COUNCIL CHAMBER

September 11, 2013 WHEREAS, on October 28, 2009, City Council authorized the first one-year renewal option of the service contract for publishing of official notices and City advertising by Resolution No. 09-2606; and, WHEREAS, on June 22, 2011, City Council authorized a one-year service contract, with two one-year renewal options, for the publishing of official notices and City advertising

by Resolution No. 11-1650; 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 The Dallas Morning News (028774) for publishing of official notices and City advertising for a term of three years in an amount not to exceed $1,000,000.00, 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 The Dallas Morning News shall be based only on the amount of the services directed to be performed by the City and properly performed by The Dallas Morning News under the contract.

Section 2. That the City Controller is authorized to disburse funds in an amount not to exceed $1,000,000.00 (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.

AGENDA ITEM # 7 KEY FOCUS AREA:

Public Safety

AGENDA DATE:

September 11, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Business Development & Procurement Services Police

CMO:

Jeanne Chipperfield, 670-7804 Ryan S. Evans, 671-9837

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize the purchase of four surveillance camera trailers for Police – Comprehensive Communications Services, LLC through the Department of Information Resources - Not to exceed $154,970 - Financing: U. S. Department of Homeland Security Grant Funds BACKGROUND This purchase will provide four emergency response surveillance camera trailers for Police in support of Public Safety needs within the City. Police will utilize these trailers for special event and to provide coverage to areas without existing video coverage which present crime and/or quality of life issues. The trailers are designed specifically for mobile video surveillance with 360 degree viewing capability and a 30 foot mast system. The trailers are all metal, single axle and bumper pull with four outriggers. The design allows the City to easily deploy the units anywhere video surveillance is needed.

The trailer design includes a locking cabinet for a high capacity battery and recording equipment storage. Multiple cameras can be installed on the 30 foot mast system. A 4G broadband card, mesh link and ONISSI software supplies the network connectivity for real time monitoring by Police.

The Department of Information Resources conforms 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, The Department of Information Resources receives bids from manufacturers and dealers throughout the United States

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On September 26, 2012 City Council authorized the purchase of three surveillance camera trailers by Resolution No. 12-2424.

FISCAL INFORMATION $154,970.00 - U. S. Department of Homeland Security Grant Funds ETHNIC COMPOSITION Comprehensive Communications Services, LLC White Male Black Male Hispanic Male Other Male

3 0 0 0

White Female Black Female Hispanic Female Other Female

1 0 0 0

OWNER Comprehensive Communications Services, LLC Gary Collins, President

Agenda Date 09/11/2013 - page 2

COUNCIL CHAMBER

September 11, 2013 WHEREAS, on September 26, 2012 City Council authorized the purchase of three surveillance camera trailers by Resolution No. 12-2424, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the purchase of four surveillance camera trailers for Police is authorized with Comprehensive Communications Services, LLC (VS0000036923) through the Department of Information Resources, in a total amount not to exceed $154,970.00.

Section 2. That the Purchasing Agent is authorized, upon appropriate requisition, to issue a purchase order for four surveillance camera trailers for Police. If a formal contract is required for this purchase instead of a purchase order, 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 from the following appropriation in an amount not to exceed $154,970.00: FUND F352

DEPT MGT

UNIT 1680

OBJECT 4740

ENCUMBRANCE PODPD00000110792

AMOUNT $154,970.00

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 # 8 Make Government More Efficient, Effective and Economical

AGENDA DATE:

September 11, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Business Development & Procurement Services Office of Risk Management

CMO:

Jeanne Chipperfield, 670-7804

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize the purchase of a three-year insurance policy for commercial property insurance for money and securities, boilers and machinery, property and fine arts from October 1, 2013 through September 30, 2016 - Wells Fargo Insurance Services USA, Inc., most advantageous proposer of three - Not to exceed $5,732,618 - Financing: Current Funds (subject to annual appropriations) BACKGROUND This insurance policy will provide three years of commercial property insurance for money and securities, boilers and machinery, property and fine arts at City facilities.

The current policy will expire on September 30, 2013; the new policy will provide guaranteed rates for three years. These policies will be provided through Wells Fargo Insurance Services USA, Inc. The City’s property values total approximately $3.3 billion. Wells Fargo Insurance Services USA, Inc. will provide brokerage services to secure a blanket property loss limit of $1.5 billion per occurrence insuring all risk of direct physical loss. Claims are to be paid at replacement cost and a deductible of $1,000,000 per occurrence. Wells Fargo Insurance Services will provide the City with insurance broker services to include:    

Outlining a property structure Providing strategies and rationale for property program Providing engineering inspections Placing the City’s commercial property, boiler and machinery, fine arts, crime and aviation insurance policies

BACKGROUND (Continued) A five member committee from the following departments reviewed and evaluated the proposals:    

Aviation (1) Office of Risk Management (1) Sustainable Development and Construction (1) Business Development and Procurement Services (2)*

*Business Development and Procurement Services evaluated the estimated cost and the Business Inclusion and Development Plan.

A two phase process was utilized for this RFCSP due to the complex nature of the service. Phase I requested vendors to provide proposals focused on service and an estimated cost. Phase I also provided the opportunity for a determination on the most qualified firms to go to market and obtain the most advantageous policy coverages. All firms were interviewed and provided additional information related to their company and proposal.

All three vendors were selected by the committee in Phase I under the following criteria to proceed to Phase II:     

Estimated Cost Responsiveness to the RFCSP Proposer Qualifications Services Rendered Business Inclusion and Development Plan

30 points 10 points 20 points 25 points 15 points

Upon completion of the evaluations, all three firms from Phase I were invited to continue the process to Phase II. On June 25, 2013 each organization was contacted and authorized to solicit property insurance carriers for the various layers of coverage and submit rates.

The successful proposer was selected by the committee on the basis of demonstrated competence and qualifications under the following criteria in Phase II:   

Actual Cost AM Best Rating Business Inclusion and Development Plan

75 points 10 points 15 points

*Business Development and Procurement Services evaluated the actual cost and the Business Inclusion and Development Plan.

Agenda Date 09/11/2013 - page 2

BACKGROUND (Continued) The recommended insurance policies have the same limits, coverage and deductible as the expiring policies. However, the City will realize an estimated 3.24% savings over the three-year policy.

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 144 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 10, 2010, Budget, Finance, and Audit Council Committee was briefed.

On August 25, 2010, City Council authorized the purchase of a three-year insurance policy for commercial property insurance for money and securities, boilers and machinery, property and fine arts from October 1, 2010 through September 30, 2013 by Resolution No. 10-2181.

FISCAL INFORMATION $5,732,618.00 - Current Funds (subject to annual appropriations) M/WBE INFORMATION 40 - Vendors contacted 40 - No response 0 - Response (Bid) 0 - Response (No bid) 0 - Successful 144 - 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.

Agenda Date 09/11/2013 - page 3

ETHNIC COMPOSITION Wells Fargo Insurance Services USA, Inc. White Male Black Male Hispanic Male Other Male

77,512 10,215 14,610 11,065

White Female Black Female Hispanic Female Other Female

94,447 23,156 25,454 16,194

PROPOSAL INFORMATION The following proposals were received from solicitation number BHZ1305 and read on May 30, 2013. This insurance policy is being awarded in its entirety to the most advantageous proposer. *Denotes successful proposer Phase I Proposers

Address

Score

Wells Fargo Insurance Services USA, Inc.

5151 Beltline Road Suite 200 Dallas, TX 75254

85.20%

$5,222,000.00

Marsh USA, Inc.

Comerica Bank Tower 1717 Main Street Suite 4400 Dallas, TX 75201

81.67%

$3,565,625.00

75.51%

$4,260,000.00

Arthur J. Gallagher Risk.

5420 LBJ Freeway Management Services, Inc. Suite 400 Dallas, TX 75240

Est. Amount**

**Phase l was based on the proposers best estimate at the time of solicitation.

Phase II Proposers

Address

Score

Actual Amount ***

*Wells Fargo Insurance Services USA, Inc.

5151 Beltline Road Suite 200 Dallas, TX 75254

96.00%

$5,732,618.00

***Phase II was based on pricing proposers received from insurance providers after the proposers were authorized by the City to seek quotes in the marketplace.

Agenda Date 09/11/2013 - page 4

OWNER Wells Fargo Insurance Services USA, Inc. Laura Schupbach, President Kevin Kenny, Vice President Patricia Calahan, Secretary Todd Wartchow, Treasurer

Agenda Date 09/11/2013 - page 5

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize the purchase of a three-year insurance policy for commercial property insurance for money and securities, boilers and machinery, property and fine arts from October 1, 2013 through September 30, 2016 - Wells Fargo Insurance Services USA, Inc., most advantageous proposer of three - Not to exceed $5,732,618 Financing: Current Funds (subject to annual appropriations) Wells Fargo Insurance Services USA, Inc., is a 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

$5,392,958.00 $339,660.00

94.07% 5.93%

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

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

TOTAL CONTRACT

$5,732,618.00

100.00%

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

Certification

The Jenkins Agency

BFDB55144Y1013

Total Minority - Non-local

Amount

Percent

$78,540.00

23.12%

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

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

$78,540.00

23.12%

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%

$78,540.00 $0.00 $0.00 $0.00 $0.00

1.37% 0.00% 0.00% 0.00% 0.00%

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

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

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

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

$0.00

0.00%

$78,540.00

1.37%

COUNCIL CHAMBER

September 11, 2013 WHEREAS, on August 25, 2010, City Council authorized the purchase of a three-year insurance policy for commercial property insurance for money and securities, boilers and machinery, property and fine arts from October 1, 2010 through September 30, 2013 by Resolution No. 10-2181; 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 three-year insurance policy with Wells Fargo Insurance Services USA, Inc. (VC0000003978) for commercial property insurance for money and securities, boilers and machinery, property and fine arts from October 1, 2013 through September 30, 2016, 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 Wells Fargo Insurance Services USA, Inc. to be based only on the amount of the services directed to be performed by the City and properly performed by Wells Fargo Insurance Services USA, Inc. under the policy.

Section 2. That the City Controller is authorized to disburse funds from the following appropriations in accordance with the insurance policy between the City of Dallas and Wells Fargo Insurance Services USA, Inc. in an amount not to exceed $5,732,618.00 (subject to annual appropriations): FUND 0194 0194 0194

DEPT ORM ORM ORM

UNIT 3840 3840 3840

OBJ 3310 3310 3310

Encumbrance ORM3840WELLSFY14 ORM3840WELLSFY15 ORM3840WELLSFY16

FY 2014 2015 2016

Amount $1,795,444.00 $1,931,242.00 $2,005,932.00

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 # 9 Public Safety Efficient, Effective and Economical Government

AGENDA DATE:

September 11, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Business Development & Procurement Services Fire

CMO:

Jeanne Chipperfield, 670-7804 Charles Cato, 670-9194

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize a two-year master agreement for the purchase of smoke detectors to be installed by Fire-Rescue - Asset Lighting & Electric, Inc., lowest responsible bidder of five - Not to exceed $209,436 - Financing: Current Funds 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 smoke detectors to be installed by Fire-Rescue in homes that are located in high fire risk neighborhoods. Neighborhoods are selected by Fire-Rescue utilizing fire injury data to determine areas of the City that have high rates of injury from fire. The smoke detectors are installed for residents in selected neighborhoods by Fire-Rescue personnel and volunteers canvassing door-to-door, offering the smoke detectors to residents living in one and two family dwellings.

Residents not available at the time of the canvas will be provided information on how to contact 311 to request a smoke detector. There is no charge to the residents for the smoke detector or installation service provided. The goal of this program is to provide a source for early fire detection thus reducing fire injuries and deaths in resident's homes.

This solicitation was structured in a manner which required bidders to submit a response using unit pricing. This bid resulted in a 0.53% decrease on comparable unit prices for the bid awarded in 2012.

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 91 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 8, 2012, City Council authorized a two-year master agreement for the purchase of smoke detectors to be installed by Fire-Rescue by Resolution No. 12-1889.

FISCAL INFORMATION $209,436.00 - Current Funds M/WBE INFORMATION 4 - Vendors contacted 3 - No response 1 - Response (Bid) 0 - Response (No Bid) 1 - Successful 91 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 Asset Lighting & Electric, Inc. White Male Black Male Hispanic Male Other Male

1 0 0 0

White Female Black Female Hispanic Female Other Female

1 0 0 0

Agenda Date 09/11/2013 - page 2

BID INFORMATION The following bids were received from solicitation number BY1338 and opened on July 17, 2013. This master agreement is being awarded in its entirety to the lowest responsive and responsible bidder. *Denotes successful bidder Bidders

Address

Amount

*Asset Lighting & Electric, Inc.

11 Hope Terrace Lakewood, NJ 08701

$209,436.00

W.W. Grainger, Inc.

2500 Pacific Ave. Dallas, TX 75226

$248,310.00

Health Care Equipment & Parts Co., Inc. dba Med-Part

1901 10th Ave. Brooklyn, NY 11215

$333,684.00

HD Supply Facilities Maintenance, Ltd.

10641 Scripps Summit Ct. San Diego, CA 92131

Non-responsive**

J. Alperin Co., Inc.

2170 Jerome Ave. Bronx, NY 10453

Non-responsive**

**J. Alperin Co., Inc. and HD Supply Facilities Maintenance, Ltd. were deemed non-responsive due to not meeting specifications.

OWNER Asset Lighting & Electric, Inc. Sarah Klein, President David Klein, Vice President

Agenda Date 09/11/2013 - page 3

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize a two-year master agreement for the purchase of smoke detectors to be installed by Fire-Rescue - Asset Lighting & Electric, Inc., lowest responsible bidder of five - Not to exceed $209,436 - Financing: Current Funds Asset Lighting & Electric, Inc. is a non-local, minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use their own workforce.

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

Percent

Total local contracts Total non-local contracts

$0.00 $209,436.00

0.00% 100.00%

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

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

TOTAL CONTRACT

$209,436.00

100.00%

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

Certification

Asset Lighting & Electric Inc.,

WFWB58098N0714

Total Minority - Non-local

Amount

Percent

$209,436.00

100.00%

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

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

$209,436.00

100.00%

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 $209,436.00

0.00% 0.00% 0.00% 0.00% 100.00%

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

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

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

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

$0.00

0.00%

$209,436.00

100.00%

COUNCIL CHAMBER

September 11, 2013 WHEREAS, on August 8, 2012, City Council authorized a two-year master agreement for the purchase of smoke detectors to be installed by Fire-Rescue by Resolution No. 12-1889; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That a master agreement for the purchase of smoke detectors to be installed

by Fire-Rescue is authorized with Asset Lighting & Electric, Inc. (VS0000035090) for a term of two years in an amount not to exceed $209,436.00.

Section 2. That the Purchasing Agent is authorized, upon appropriate request and documented need by a user department, to issue a purchase order for smoke detectors to be installed by Fire-Rescue. If a written contract is required or requested for any or all purchases of smoke detectors to be installed by Fire-Rescue 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 $209,436.00.

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 # 10 Efficient, Effective and Economical Government

AGENDA DATE:

September 11, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Business Development & Procurement Services Human Resources

CMO:

Jeanne Chipperfield, 670-7804 A. C. Gonzalez, 670-3302

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize Supplemental Agreement No. 2 to exercise the second of two one-year renewal options of the professional services contract with Buck Consultants, LLC, for benefits consulting and actuarial services extending the term through September 30, 2014 – Not to exceed $250,000, from $1,250,000 to $1,500,000 - Financing: Employee Benefits Current Funds (subject to appropriations) BACKGROUND The second one-year renewal option to the professional services contract will allow for the continuation of the benefits consulting and actuarial services. This contract provides the City's Health Plan Administrator with assistance to maximize employee benefit services and offers options to control rising health care costs. The consultant is responsible for keeping the City's plan administrators informed of any current or pending legal requirements that will impact the administration of the benefits program, with particular emphasis on the Governmental Accounting and Standards Board (GASB) rules relating to long term liabilities. Additionally, the following services are performed under this contract:          

Annual plan evaluation Plan design recommendations Funding strategies Health plan cost projections RFP specifications Proposal review/recommendations Health claims third party administration audits Conduct benefit benchmark studies/surveys Employee communication materials GASB 45 projections and other projects

BACKGROUND (Continued) The City offers medical, pharmacy, dental, vision, life insurance and other voluntary benefits for approximately 23,000 members including active employees, retirees and their dependents.

These benefits are provided through the Human Resources Department and administered by the Employee Benefits Division. Non-Medicare eligible retirees can elect the same health plans. The Health Benefits Plan for 2013 consists of two self-insured Exclusive Provider Organization (EPO) Plans.

The City provides active employees basic life insurance coverage in the amount of $50,000.00 and offers additional life insurance on a voluntary basis, up to a maximum of $500,000.00. In addition, the City offers two flexible spending account options, the Employee Medical Spending Plan and Dependent Care Assistance Program.

Contributions to the flexible spending account options are offered on a pre-tax basis.

City also offers to Medicare eligible retirees, the American Association of Retired Persons (AARP) Medicare supplemental insurance.

PRIOR ACTION/REVIEW (COUNCIL BOARDS, COMMISSIONS) On October 13, 2008, the Finance, Audit and Accountability Committee was briefed and recommended approval on benefits consulting and actuarial services.

On December 10, 2008, City Council authorized a forty-eight-month professional services contract, with two twelve-month renewal options, for benefits consulting and actuarial services by Resolution No. 08-3296.

On September 26, 2012, City Council authorized Supplemental Agreement No. 1 to exercise the first of two one-year renewal options of the professional services contract, for benefits consulting and actuarial services extending the term through September 30, 2013, by Resolution No. 12-2367.

FISCAL INFORMATION $250,000.00 - Employee Benefits Current Funds (subject to appropriations) ETHNIC COMPOSITION Buck Consultants, LLC White Male Black Male Hispanic Male Other Male

15 0 0 2

White Female Black Female Hispanic Female Other Female

9 4 1 0

Agenda Date 09/11/2013 - page 2

OWNER Buck Consultants, LLC Michael Roberts, President Manoj Sharma, Vice President J. Michael Peffer, Secretary Michael Hardy, Treasurer

Agenda Date 09/11/2013 - page 3

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize Supplemental Agreement No. 2 to exercise the second of two one-year renewal options of the professional services contract with Buck Consultants, LLC, for benefits consulting and actuarial services extending the term through September 30, 2014 – Not to exceed $250,000, from $1,250,000 to $1,500,000 Financing: Employee Benefits Current Funds (subject to appropriations) Buck Consultants, LLC is a local, non-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

Percent

Local contracts Non-local contracts

$235,000.00 $15,000.00

94.00% 6.00%

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

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

TOTAL THIS ACTION

$250,000.00

100.00%

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

Certification

PensionBenefits, Inc.

PMDB56925Y0314

Total Minority - Non-local

Amount

Percent

$15,000.00

100.00%

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

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

$15,000.00

100.00%

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

$0.00 $0.00 $15,000.00 $0.00 $0.00

0.00% 0.00% 6.00% 0.00% 0.00%

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

Total

$15,000.00

Participation to Date Amount Percent $0.00 $0.00 $70,000.00 $0.00 $50,000.00

0.00% 0.00% 4.67% 0.00% 3.33%

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

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

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

6.00%

$120,000.00

8.00%

COUNCIL CHAMBER

September 11, 2013 WHEREAS, on December 10, 2008, City Council authorized a forty-eight-month professional services contract, with two twelve-month renewal options, for benefits consulting and actuarial services by Resolution No. 08-3296; and, WHEREAS, an actuarial review of the plan design and administration of the Employee and Retiree Health Program is required on an ongoing basis to ensure that the program and funding are cost effective and adequate to meet the needs of the City of Dallas; and, WHEREAS, in order to be in compliance with Governmental Accounting Standards Board Statement #45, Accounting and Financial Reporting by Employers for Postemployment Benefits Other Than Pensions, the City must hire an outside consulting firm that specializes in actuarial science to calculate the liability; and, WHEREAS, after the actuarial valuation report of the postemployment benefits has been issued by the consultant, the City Controller’s Office uses the report to record the expense and liability in the Comprehensive Annual Financial Report (CAFR) which is required by the City Charter, state statute, investors in City bonds, granting agencies, and citizens of Dallas; and, WHEREAS, Buck Consultants, LLC will provide actuarial and benefit consulting services consisting of performing an annual health plan evaluation, developing plan designs and funding strategies, supplying a projection of upcoming plan costs, performing a yearly actuarial study and various other benefits related projects; and, WHEREAS, on September 26, 2012, City Council authorized Supplemental Agreement No. 1 to exercise the first of two one-year renewal options of the professional services contract, for benefits consulting and actuarial services extending the term through September 30, 2013, by Resolution No. 12-2367; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the City Manager is authorized to execute Supplemental Agreement No. 2 to exercise the second of two one-year renewal options with Buck Consultants, LLC (VS0000031395) for benefits consulting and actuarial services extending the term through September 30, 2014, in an amount not to exceed $250.000.00, 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 Buck Consultants, LLC shall be based only on the amount of the services directed to be performed by the City and properly performed by Buck Consultants, LLC under the contract.

COUNCIL CHAMBER

September 11, 2013 Section 2. That the City Controller is authorized to disburse funds from the following appropriation in an amount not to exceed $250,000.00 (subject to appropriations): Fund 0260

DEPT PER

UNIT 7906

OBJ 3070

AMOUNT $250,000

FY 2014

ENCUMBRANCE CTPERBUCKFY14

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 # 11 Efficient, Effective and Economical Government

AGENDA DATE:

September 11, 2013

COUNCIL DISTRICT(S):

N/A

DEPARTMENT:

City Attorney's Office Street Services

CMO:

Warren M.S. Ernst, 670-3491 Forest E. Turner, 670-3390

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize settlement of the lawsuit styled Ana G. Martinez v. City of Dallas, Cause No. CC-10-05930-A - Not to exceed $125,000 - Financing: Current Funds BACKGROUND Ms. Martinez filed a lawsuit against the City of Dallas seeking compensation for alleged bodily injuries sustained in an automobile accident on May 5, 2010 involving a Street Services Department vehicle. The City and Ms. Martinez reached a proposed settlement at a court-ordered mediation. Plaintiff is represented by John Groce, David S. Kohm & Associates.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) Council is scheduled to be briefed in Closed Session on September 4, 2013.

FISCAL INFORMATION Funding for this item is budgeted in the current fiscal year. $125,000.00 - Current Funds

COUNCIL CHAMBER

September 11, 2013 WHEREAS, a lawsuit styled Ana G. Martinez v. City of Dallas, Cause No. CC-10-05930-A, was filed by the plaintiff seeking compensation from the City of Dallas for alleged bodily injuries sustained in an automobile accident on May 5, 2010, involving a Streets Services Department vehicle; and, WHEREAS, the parties have agreed to a settlement of the case whereby the City of Dallas will pay Ms. Martinez and her attorney the amount of $125,000.00; and, WHEREAS, it is in the best interest of the City of Dallas to settle this case; Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the settlement in the lawsuit, styled Ana G. Martinez v. City of Dallas, Cause No. CC-10-05930-A, in an amount not to exceed $125,000.00 is hereby approved.

Section 2. That the City Controller is authorized to pay to Ana G. Martinez and her attorney, Davis S. Kohm, the amount of $125,000.00 from Fund 0192, Department ORM, Unit 3890, Obj. 3521, Vendor CTATT001.

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 # 12 Efficient, Effective and Economical Government

AGENDA DATE:

September 11, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

City Controller

CMO:

Jeanne Chipperfield, 670-7804

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize the annual adoption of the City's Investment Policy regarding funds under the City's control and the investment strategies for each of the funds under the City's management - Financing: No cost consideration to the City BACKGROUND In 1987, the City Council adopted an Investment Policy in accordance with federal and state law and the City Charter. A 1997 amendment to the Public Funds Investment Act required that City Council, not less than annually, adopt a written instrument stating that it has reviewed the Investment Policy and approved any changes thereto. Beginning in 1997, the City Council has reviewed the Investment Policy each year and, in most years, has also approved revisions to the Policy to incorporate amendments to the Public Funds Investment Act, improve management of the City’s investments and reflect organizational changes.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) Authorized adoption of the City's revised Investment Policy on November 14, 2012, by Resolution No. 12-2733.

The Finance & Audit Committee is scheduled to be briefed on September 3, 2013.

FISCAL INFORMATION No cost consideration to the City

COUNCIL CHAMBER

September 11, 2013 WHEREAS, in 1987 the City Council adopted the City’s Investment Policy which was in compliance with the federal and state law and the City Charter; and WHEREAS, in 1995 and 1997 through 2012, the City Council amended the City’s Investment Policy to incorporate amendments to the Public Funds Investment Act, improve management of the City’s investments and reflect organizational changes; and WHEREAS, the Public Funds Investment Act requires that the investment shall be made in accordance with written policies approved, at least annually, by the governing body; and WHEREAS, investment policies must address safety of principal, liquidity, yield, diversification and maturity, with primary emphasis on safety of principal.

Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the attached City of Dallas Investment Policy has been reviewed by the City Council and shall be adopted as the guiding policy in the ongoing management of the specified funds in accordance with federal and state law and the City Charter.

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.

CITY OF DALLAS INVESTMENT POLICY As adopted by City Council November 14, 2012September 11, 2013

TABLE OF CONTENTS Page 1.0

Policy

3

2.0

Scope

3

3.0

Objective

4

4.0

Delegation of Authority

4

5.0

Prudence

5

6.0

Ethics and Conflicts of Interest

5

7.0

Training

5

8.0

Authorized and Suitable Investments

6

9.0

Authorized Broker/Dealers and Financial Institutions

7

10.0

Competitive Bidding

8

11.0

Collateralization of Deposits

8

12.0

Safekeeping and Custody

9

13.0

Diversification and Maximum Maturities

9

14.0

Sale of Securities

10

15.0

Investment Committee

10

16.0

Investment Advisor

10

17.0

Investment Strategies

10

18.0

Reporting

12

19.0

Annual Compliance Audit

12

20.0

Investment Policy Adoption

12

Glossary

13

Appendices A. Government Code – Chapter 2256 “Public Funds Investment Act” B. Council Resolution

2

1.0 Policy It is the policy of the City of Dallas to invest public funds in a manner which will provide security and optimize interest earnings to the maximum extent possible while meeting the daily cash flow demands of the City and conforming to all federal, state and local statutes, rules and regulations governing the investment of public funds.

This Policy sets forth the investment program of the City of Dallas and the guidelines to be followed in achieving its objectives.

Not less than annually, City Council shall adopt a written instrument by resolution stating that it has reviewed the Investment Policy and investment strategies and that the written instrument so adopted shall record any changes made to the Investment Policy or investment strategies.

This Policy is intended to satisfy the requirements of the Public Funds Investment Act, Chapter 2256, Texas Government Code (the “PFIA” or the “Act”) that an investing entity such as the City of Dallas adopt and review an investment policy governing the investment by the investing entity of its funds and funds under its control.

2.0 Scope This Policy governs the investment of all funds of the City except those that are identified in Section 2.2 below. With respect to the funds of non-profit corporations that are established by City resolution and act on behalf of the City in accordance with State law, this Policy shall prevail in the absence of a specific investment policy adopted by the non-profit corporation. In addition to this Policy, the investment of bond proceeds and other bond funds (including debt service and reserve funds) of the City or of a non-profit corporation established by City resolution and acting on behalf of the City in accordance with State law shall be governed and controlled by their governing ordinance, resolution or trust indenture, including the authorization of eligible investments, and by the provisions of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), including all regulations and rulings promulgated thereunder applicable to the issuance of tax-exempt obligations.

2.1

2.2

All funds are managed as a pooled fund group, referenced in this Policy as the City’s investment pool, with the exception of the following, which are managed as separately invested assets: 2.1.1

Bond Funds - funds established with the proceeds from specific bond issues when it is determined that segregating these funds from the City’s investment pool will result in maximum interest earnings retention under the provisions of the Internal Revenue Code.

2.1.2

Bond Reserve Funds - funds set at prescribed levels by certain bond ordinances to pay principal and/or interest if required to prevent default.

2.1.3

Endowment Funds - funds given to the City with the instructions that the principal is to remain intact, unless otherwise agreed to, and the income generated by the investments will be used for specified purposes.

2.1.4

Commercial Paper Funds - unexpended proceeds from the issuance of commercial paper notes.

Funds not governed by this Policy include: 2.2.1

Employees’ Retirement Fund

2.2.2

Dallas Police and Fire Pension System

2.2.3

Deferred Compensation Funds

2.2.4

Private Donations – investments donated to the City are excluded from this Policy if separately managed under terms of use specified by the donor.

3

3.0 Objective Investment of the funds covered by this Policy shall be governed by the following investment objectives, in order of priority: 3.1

Safety: Safety of principal is the primary objective of the Investment Policy. Investment of the City’s funds shall be undertaken in a manner that seeks to ensure the preservation of capital for the overall portfolio. The objective will be to mitigate credit risk and interest rate risk.

The City will mitigate credit risk, which is the risk of loss due to the failure of the issuer or backer, by: Limiting investments to the types listed in Section 8.0 ( “Authorized and Suitable Investments”) of this Policy Qualifying the broker/dealers and financial institutions with which the City may engage in an investment transaction in accordance with Section 9.0 (“Authorized Broker/Dealers and Financial Institutions) Diversifying the investment portfolio so that the impact of potential losses from any one type of investment or from any one individual issuer will be minimized (see Section 13.0 “Diversification and Maximum Maturities”).

The City will minimize interest rate risk, which is the risk that the market value of securities in the portfolio will fall due to changes in market interest rates, by: • Structuring the investment portfolio so that securities mature to meet cash requirements for ongoing operations, thereby avoiding the need to sell securities prior to maturity • Investing operating funds primarily in shorter-term securities, money market mutual funds, or similar local government investment pools and limiting the weighted average maturity of the portfolio in accordance with this Policy (see Section 17.0 “Investment Strategies”).

3.2

Liquidity: The City’s investment portfolio will remain sufficiently liquid to enable the City to meet all operating requirements that might be reasonably anticipated. This is accomplished by structuring the portfolio so that investments mature concurrent with cash needs to meet anticipated demands.

A portion of the portfolio will be placed in money market mutual funds or local government investment pools offering same-day liquidity to meet unanticipated demands.

3.3

Yield: The City’s investment portfolio shall be designed with the objective of attaining a market rate of return, throughout budgetary and economic cycles, commensurate with the City’s investment risk constraints and the cash flow characteristics of the portfolio.

4.0 Delegation of Authority The Chief Financial Officer, under the direction and authority of the City Manager, shall direct the cash management program of the City as defined in Section 2-134, “Duties of the Chief Financial Officer”, Chapter 2 “Administration” of the Dallas City Code, as amended. City Council shall designate the Chief Financial Officer, City Controller, and the Assistant Director/Treasury Manager as Investment Officers responsible for the investment of its funds, under the direction and authority of the City Manager.

The City’s Investment Officers shall establish written procedures for the operation of the investment program consistent with this Investment Policy. Such procedures shall include explicit delegation of authority to persons responsible for investment transactions. No person may engage in an investment transaction except as provided under the terms of this Policy and the written procedures. Authority granted to a person to invest the City’s funds is effective until rescinded or until termination of the person’s employment by the City. The Investment Officers shall be responsible for all transactions undertaken and shall establish a system of controls, to be reviewed by the City Auditor, to regulate the activities of subordinate officials. In order to assure quality and capability of investment management, the Investment Officers shall possess sufficient working knowledge of economics and securities markets, as well as the supervisory experience and judgment necessary to carry out the responsibilities outlined in this Policy.

4

5.0 Prudence Investments shall be made with judgment and care - under circumstances then prevailing - which persons of prudence, discretion and intelligence exercise in the management of their own affairs, not for speculation, but for investment, considering the probable safety of their capital as well as the probable income to be derived.

5.1

The standard of prudence to be used by investment officials shall be the “prudent person” standard and shall be applied in the context of managing an overall portfolio. Investment Officers acting in accordance with written procedures and the Investment Policy and exercising due diligence shall be relieved of personal responsibility for an individual security’s credit risk or market price changes, provided deviations from expectations are reported in a timely fashion and appropriate action is taken to control adverse developments.

5.2

In determining whether an investment official has exercised prudence with respect to an investment decision, the determination shall be made taking into consideration the investment of all funds over which the official had responsibility rather than consideration as to the prudence of a single investment and, whether the investment decision was consistent with the City’s Investment Policy and written investment procedures.

6.0 Ethics and Conflicts of Interest Investment Officers who have a personal business relationship with a business organization offering to engage in an investment transaction with the City shall refrain from activities that could conflict with proper execution of the investment program, or which could impair their ability to make impartial investment decisions.

6.1

Investment Officers shall sign annual statements agreeing to abide by this section of the Investment Policy and affirming no known conflicts of interest.

6.2

Investment Officers must file a disclosure statement with the Texas Ethics Commission and City Council if: a) the Investment Officer has a personal business relationship with a business organization offering to engage in an investment transaction with the City; or b) the Investment Officer is related within the second degree by affinity or consanguinity, as determined under Chapter 573 of the Texas Government Code, to an individual seeking to transact investment business with the City.

6.3

An Investment Officer has a personal business relationship with a business organization if: a) the Investment Officer owns 10 percent or more of the voting stock or shares of the business organization or owns $5,000 or more of the fair market value of the business organization; b) funds received by the Investment Officer from the business organization exceed 10 percent of his/her gross income for the previous year; or c) the Investment Officer has acquired from the business organization during the previous year investments with a book value of $2,500 or more for his/her personal account.

7.0 Training The Investment Officers and the persons authorized to execute investment transactions shall attend at least one investment training session within 12 months after taking office or assuming duties and receive not less than 10 hours of instruction relating to investment responsibilities during a two-year period that begins on the first day of the City’s fiscal year following the initial 10 hours of instruction and consists of the two consecutive fiscal years after that date. Training must be received from an independent source approved by the City’s Investment Committee and must include education in investment controls, security risks, strategy risks, market risks, diversification of investment portfolio and compliance with the Act.

5

8.0 Authorized and Suitable Investments City funds governed by this Policy may be invested in the instruments described below, all of which are authorized

by Chapter 2256 of the Government Code (Public Funds Investment Act).

8.1

Direct obligations of the United States, its agencies or instrumentalities, and other obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of the United States or its 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.

The City will restrict investments in eligible securities described in this section to discount notes and callable or non-callable fixed-rate securities with a fixed principal repayment amount.

8.2

Fully collateralized Certificates of Deposit/Share Certificates that are issued by a bank or credit union that has its main office or branch office within the City and are: a) guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Share Insurance Fund or its successor; or b) secured by obligations in accordance with Section 11.0 herein.

If the certificate of deposit is collateralized by pledged securities the City must have on file a signed Depository Agreement, approved as to form by the City Attorney, which details eligible collateral, collateralization ratios for pledged securities, standards for collateral custody and control of pledged securities, collateral valuation of pledged securities, and conditions for agreement termination.

8.3

Certificates of Deposit obtained through a depository institution or a broker approved by the City’s Investment Committee under the provisions of Section 9.0 of this Policy that has its main office or branch office within the City and that contractually agrees to place the funds in federally insured depository institutions in accordance with the conditions prescribed in Section 2256.010(b) of the Act.

8.4

Fully collateralized repurchase agreements in accordance with the conditions prescribed in Section 2256.011 of the Act. Prior to investment in a repurchase agreement, the City must have on file a signed Master Repurchase Agreement, approved as to form by the City Attorney, which details eligible collateral, collateralization ratios, standards for collateral custody and control, collateral valuation, and conditions for agreement termination and provided the repurchase agreement: a) has a defined termination date; b) is secured by a combination of cash and obligations of the United States or its agencies and instrumentalities described by Section 2256.009(a)(1) of the Act. Securities received for repurchase agreements must have a market value greater than or equal to 103% at the time the investment is made and throughout the terms of the repurchase agreement; c) requires the securities being purchased by the City or cash held by the City to be assigned to the City, held in the City’s name, and deposited at the time the investment is made with the City or with a third party selected and approved by the City; and d) is placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this state, and which is rated no less than A or its equivalent by two nationally recognized rating services.

8.5

A securities lending program is an authorized investment if it meets the following conditions: a) A loan made under the program must allow for termination at any time; b) A loan made under the program must be placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this state that is rated no less than A or its equivalent by two nationally recognized rating services. An agreement to lend securities must have a term of one year or less and shall comply with the provisions of section 1058 of the Internal Revenue Code,; c) A loan made under the program must be secured as prescribed in Section 2256.0115(b)(3) of the Act. Securities being held as collateral must be pledged to the City , held in the City’s name, and deposited at the time the investment is made with a third party approved by the City. d) The amount of collateral must not be less than 100% of the market value of securities loaned, including accrued income. The market value of securities loaned shall be determined daily.

Cash received as collateral shall not be invested for a term later than the expiration date of the securities lending agreement and may only be invested in investments as authorized by this Policy.

6

8.6

No-load money market mutual funds that are registered with and regulated by the Securities and Exchange Commission that: meet the requirements of the PFIA, and, in addition: a) have a dollar-weighted average stated maturity of 90 days or fewer; b) seek to maintain a stable net asset value of $1 per share; ca) are rated not less than Aaa, AAAm or an equivalent rating by at least one nationally recognized rating service. A rating is not required for a sweep account investment, which is part of the city’s depository contract; and, db) have provided the City with a prospectus and other information as required by the Securitiesregulation Exchange Act of 1934 or the Investment Company Act of 1940.

Investments will be made in a money market mutual fund only after a thorough investigation of the fund and approval by the Investment Committee which shall, at least annually, review, revise and adopt a list of approved funds.

8.7

Local government investment pools which are organized in conformity with Chapter 791 (Interlocal Cooperation Contracts Act) and meet the requirements of the PFIA that: a) have a dollar-weighted average stated maturity of 90 days or fewer if created to function as a money market mutual fund; b) seek to maintain a stable net asset value of $1 per share if created to function as a money market mutual fund; c)b) are rated not less than Aaa, AAAm or an equivalent rating by at least one nationally recognized rating service; and d)c) have provided the City with an offering circular and other information required by the Act. To become eligible, investment pools must be approved by City Council action. Investments will be made in a local government investment pool only after a thorough investigation of the pool and approval by the Investment Committee which shall, at least annually, review, revise and adopt a list of approved pools.

The Investment Officers may at times restrict or prohibit the purchase of specific issues due to current market conditions. An investment that requires a minimum rating under this section does not qualify as an authorized investment during the period the investment does not have the minimum rating. Ratings shall be monitored using nationally recognized financial information sources, including actions published on rating agency websites. The City shall take all prudent measures consistent with the Act to liquidate an investment that does not have the minimum rating required by the Act. 9.0 Authorized Broker/Dealers and Financial Institutions The Investment Committee shall, at least annually, review, revise, and adopt a list of qualified broker/dealers and financial institutions authorized to engage in the purchase and sale of obligations of the U.S. Government, its agencies or instrumentalities with the City. In order to be considered, those firms that desire to become qualified bidders for securities transactions will be required to provide information regarding creditworthiness, experience and reputation. Authorized firms may include primary dealers or regional dealers that qualify under Securities & Exchange Commission Rule 15C3-1 (uniform net capital rule).

A written copy of this Investment Policy shall be presented to any person offering to engage in an investment transaction with the City. Investments shall only be made with those business organizations (including money market mutual funds and local government investment pools) which have provided the City with a written instrument executed by a qualified representative of the firm, acknowledging that the business organization has: a) received and reviewed the City’s Investment Policy; and b) implemented reasonable procedures and controls in an effort to preclude investment transactions conducted between the City and the organization that are not authorized by the City’s Investment Policy, except to the extent that this authorization is dependent on an analysis of the makeup of the City’s entire portfolio or requires an interpretation of subjective investment standards.

7

10.0 Competitive Bidding It is the policy of the City to require competitive bidding for all individual security purchases and sales except for: a) transactions with money market mutual funds and local government investment pools (which are deemed to be made at prevailing market rates) b) treasury and agency securities purchased at issue through an approved broker/dealer or financial institution c) automatic overnight “sweep” transactions with the City Depository d) fully insured certificates of deposit placed in accordance with the conditions prescribed in Section 2256.010(b) of the Act or placed with the City’s Depository as part of the City Depository Contract.

At least three bids or offers must be solicited for all other transactions involving individual securities. The City’s investment advisor is also required to solicit at least three bids or offers when transacting trades on the City’s behalf. In situations where the exact security being offered is not offered by other dealers, offers on the closest comparable investment may be used to establish a fair market price for the security. Bids for certificates of deposit may be solicited in any manner permitted by the Act. 11.0 Collateralization of Deposits The City requires that all uninsured collected balances plus accrued interest, if any, in depository accounts be secured in accordance with the requirements of this Policy and Chapter 2257, Government Code (”Public Funds Collateral Act”) and the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA). Financial institutions serving as City depositories will be required to sign a Depository Agreement with the City which details securities that can serve as eligible collateral, collateralization ratios, standards for collateral custody and control, collateral valuation, rights of substitution and conditions for agreement termination.

Pledged securities serving as collateral will always be held by an independent third party with which the City has a current custodial agreement and shall be reviewed at least monthly to ensure that the market value of the pledged securities is adequate. Eligible collateral and collateral ratios are as follows: Eligible Collateral 1)

2)

3)

Collateral Ratios

Direct obligations of the United States or other obligations of the United States or other obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of the United States. a) Maturing in less than three years b) Maturing in more than three years

102% 105%

Direct debt obligations of an agency or instrumentality of the United States. a) Maturing in less than three years b) Maturing in more than three years

102% 105%

Mortgage-backed securities issued directly by an agency or instrumentality of the United States eligible under the Public Funds Collateral Act

105%

The use of a letter of credit issued to the City by the Federal Home Loan Bank may be considered by the City to provide collateral for bank deposits and for certificates of deposit.

The City’s Investment Officers reserve the right to accept or reject any form of collateral or enhancement at their sole discretion.

8

12.0 Safekeeping and Custody Safekeeping and custody of investment securities shall be in accordance with applicable law and accounting standards. All securities transactions, except local government investment pool and money market mutual fund transactions, shall be conducted on a delivery versus payment (DVP) basis. Investment securities will be held by a third party custodian designated by the City, and be required to issue safekeeping receipts clearly detailing that the securities are owned by the City.

Safekeeping and custody of collateral shall be in accordance with applicable law and accounting standards.

Pledged securities serving as collateral will be held by a third party custodian designated by the City, and pledged to the City as evidenced by safekeeping receipts of the institution with which the securities are deposited.

13.0 Diversification and Maximum Maturities The City’s investment pool will be diversified to limit market and credit risk by observing the limitations at the time of purchase as listed below. Funds managed as separately invested assets in Section 2.1 of the Policy are subject to all of the following with the exception of the Issuer Limitation on investment in U.S. Agencies and Instrumentalities.

Funds managed as separately invested assets may be invested 100% in the obligations of any one U.S. Agency or Instrumentality.

Maximum Stated Maturity1

Issuer Limitations

U.S. Treasuries

5 Years

100% of the City’s investment pool may be invested in obligations of the U.S. Treasury.

U.S. Agencies/Instrumentalities

5 Years

No more than 30% of the book value of the City’s investment pool may be invested in the obligations of any one issuer.

The City may not own more than 20% of any single issue with the exception of Discount Notes.

Repurchase Agreements

30 Days

No more than 15% of the City’s investment pool may be invested with one counterparty, excluding flexible repurchase agreements for investment of bond proceeds.

Money Market Mutual Funds

N/A

The City may not own more than the lesser of $100 million or 5% of the total assets of any one fund, excluding taxexempt money market mutual funds for investment of commercial paper proceeds.

Local Government Investment Pools

N/A

The City may not own more than the lesser of $250 million or 5% of the total assets of any one pool.

1 5 Years

The City may not own more than $50 million of any single financial institution’s certificates of deposit at any one time., excluding certificates of deposit placed with the City’s Depository as part of the City Depository Contract.

Certificates of Deposit

9

In addition to the above limitations, the City’s investment pool shall be diversified by market sector as follows: Maximum Percentage of Investment Pool U.S. Treasuries 100% U.S. Agencies/Instrumentalities 100% (maximum 20% callable) Repurchase Agreements 15%* Money Market Mutual Funds 15% Local Government Investment Pools 30% Certificates of Deposit 20%** * Excluding flexible repurchase agreements for bond proceeds. **Excluding certificates of deposit placed with the City’s Depository as part of the City Depository Contract.

(1) Purchases of securities with stated maturities greater than the maximum authorized under this section require prior City Council approval. With respect to bond proceeds and other bond funds, the City may, in the bond ordinance, specifically authorize investments in repurchase agreements with maturities in excess of 30 days subject to any required approvals from bond insurers.

14.0 Sale of Securities The City’s policy is to hold securities to maturity. However, securities may be sold: (a) in order to minimize the potential loss of principal on a security whose credit quality has declined; (b) in order to reposition the portfolio for the purpose of improving the quality, yield, or target duration of the portfolio; or (c) in order to meet unanticipated liquidity needs of the portfolio.

15.0 Investment Committee An Investment Committee shall be established and meet quarterly to determine investment guidelines, general strategies, and monitor performance. Members of the Investment Committee will include the Investment Officers, the Cash and Investment Manager and the City’s Investment Advisor if the City has contracted with an Advisor. The Investment Advisor is a non-voting member of the Investment Committee.

16.0 Investment Advisor The City may retain the services of an Investment Advisor to assist in the review of cash flow requirements, the formulation of investment strategies, and the execution of security purchases, sales and deliveries.

17.0 Investment Strategies The City of Dallas maintains separate portfolios for individual funds or groups of funds (as listed under Sec. 2.0 of this Policy) which are managed according to the terms of this Policy and the corresponding investment strategies listed below. The investment strategy for portfolios established after the annual Investment Policy adoption will be managed in accordance with the terms of this Policy and applicable agreements until the next annual review when a specific strategy will be adopted.

17.1

Investment Pool Strategy - The City’s Investment Pool is an aggregation of the majority of City funds which includes tax receipts, enterprise fund revenues, fine and fee revenues, as well as some, but not all, bond proceeds, grants, gifts and endowments. This portfolio is maintained to meet anticipated daily cash needs for City of Dallas operations, capital projects and debt service.

In order to ensure the ability of the City to meet obligations and to minimize potential liquidation losses, the dollar-weighted average stated maturity of the Investment Pool shall not exceed 1.5 years. The objectives of this portfolio are to: a) ensure safety of principal by investing only in high-quality securities for which a strong secondary market exists; b) ensure that anticipated cash flows are matched with adequate investment liquidity; c) limit market and credit risk through diversification; and d) attain a market rate of return commensurate with the objectives and restrictions set forth in this Policy by managing the portfolio to meet or exceed the 12 month moving average yield on treasury one-year constant maturities as reported by Federal Reserve Statistical Release H.15.

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17.2

Bond Funds Strategy - Occasionally, separate non-pooled portfolios are established with the proceeds from bond sales in order to maximize earnings within the constraints of arbitrage regulations. The objectives of these portfolios are to: a) ensure safety of principal by investing only in high-quality securities for which a strong secondary market exists or by maintaining the security of the investment through collateralization according to the standards approved in this Policy; b) ensure that anticipated cash flows are matched with adequate investment liquidity or that the terms of the secured investment agreement permit full flexibility in making withdrawals; c) manage market and credit risk through diversification and control of counterparty risk; and d) attain the best feasible yielda market rate of return commensurate with the objectives and restrictions set forth in this Policy and the bond ordinance by managing the portfolio to meet or exceed the bond yield

17.3

Bond Reserve Fund Strategy - Non-pooled reserve funds for outstanding revenue bonds are set at levels required by their respective bond ordinances. These funds will be used to pay the final principal and/or interest due on outstanding bonds that are similarly secured or to make up any shortfalls in debt service funds as required by the bond ordinance. if required to prevent default.

The objectives of Bond Reserve Fund Portfolios are to: a) ensure safety of principal by investing only in high-quality securities for which a strong secondary market exists or by maintaining the security of the investment through collateralization according to the standards approved in this Policy; b) ensure that anticipated cash flows are matched with adequate investment liquidity or that the terms of the secured investment agreement permit full flexibility in making withdrawals; c) manage market and credit risk through diversification and control of counterparty risk; and d) attain the best feasible yield a market rate of return commensurate with the objectives and the restrictions set forth in this Policy and the bond ordinance by managing the portfolio to meet or exceed the bond yield.

17.4

Endowment Funds Strategy - Funds received as gifts to the City with instructions that the income generated by the investment of said funds be used for specified purposes aremay be invested as separate non-pooled portfolios in order to maximize return.if required by the terms of the gift. The objectives of Endowment Portfolios are to: a) ensure safety of principal and sufficient liquidity by investing only in high-quality securities for which a strong secondary market exists; b) ensure that anticipated cash flows are matched with adequate investment liquidity; c)b) manage market and credit risk through the use of a competitive process to place investmentsdiversification; and by adhering to the standards approved in this Policy. d)c) attain the best feasible yielda market rate of return commensurate with the objectives and restrictions set forth in this Policy. and the terms of the gift.

17.5

Commercial Paper Funds Strategy – The City issues tax-exempt commercial paper notes as an interim financing tool for construction projects. Proceeds from the issuance of commercial paper debt must be liquid in order to fund periodic payments to contractors and must be invested in taxexempt securities in order to avoid costly and complex arbitrage rebate computations. In order to meet these requirements, commercial paper proceeds will be invested in tax-exempt money market mutual funds. The objectives of this portfolio are to: a) ensure safety of principal principal and sufficient liquidity by investing only in AAA-rated taxexempt money market mutual funds; b) ensure that anticipated cash flows are matched with adequate investment liquidity; c)b) manage market and credit risk through diversification of funds and requirement of AAA rating; and d)c) attain the best feasible yielda market rate of return commensurate with the objectives and restrictions set forth in this Policy and governing bond ordinances.

17.6

Trinity Parkway Escrow Strategy – This escrow was established pursuant to an Agreement dated as of January 1, 1999 with the North Texas Tollway Authority (“NTTA”) pertaining to development of the Trinity Parkway. These funds will be used to reimburse NTTA for specified payments related to project feasibility. Permitted investments for this portfolio are defined in the Escrow Agreement as those that are consistent with the Act. The objectives of this portfolio are to:

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a) ensure safety of principal and sufficient liquidity by investing only in high-quality securities for which a strong secondary market exists; b) ensure that anticipated cash flows are matched with adequate investment liquidity; c)b) manage market and credit risk through diversification; and requirement of AAA rating; and d)c) attain the best feasible yielda market rate of return commensurate with the objectives and restrictions set forth in this Policy and the Agreement.

18.0 Reporting Investment performance is regularly monitored by investment staff and reported to the Investment Committee on a monthly basis. Month-end market prices on each security are obtained from a variety of nationally recognized securities databases including those provided by the City’s depository bank through its safekeeping services and Bloomberg Professional Services. (e.g., Street Software Technology, Inc., Interactive Data Corp., the Wall Street Journal, and Bloomberg). These prices are recorded in the City’s portfolio database and included in all management reports as well as the City’s Comprehensive Annual Financial Report.

Not less than quarterly the Investment Officers will submit to the city council finance committee described in Chapter III, Section 13 of the Dallas City Charter, the City Manager, and the Mayor and City Council a written report of the status of the current investment portfolio. The report must meet the requirements of the Act. An independent auditor shall formally review the quarterly reports prepared under this section at least annually, and that auditor shall report the results of the review to City Council.

19.0 Annual Compliance Audit In conjunction with the annual financial audit, a compliance audit shall be performed which includes an audit of management controls on investments and adherence to the City’s established policy.

20.0 Investment Policy Adoption The City’s Investment Policy is hereby adopted by resolution of the City Council on November 14, 2012September 11, 2013 in accordance with the PFIA.

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GLOSSARY ACCRETION OF DISCOUNT: Periodic straight-line increases in the book or carrying value of a security so the amount of the purchase price discount below face value is completely eliminated by the time the bond matures or by the call date, if applicable.

ACCRUED INTEREST: The interest accumulated on a security from its issue date or since the last payment of interest up to but not including the purchase date. The purchaser of the security pays to the seller the market price plus accrued interest.

AMORTIZATION OF PREMIUM: Periodic straight-line decreases in the book or carrying value of a security so the premium paid for a bond above its face value or call price is completely eliminated.

ASK: The price at which securities are offered by sellers.

BARBELL MATURITY STRATEGY: A maturity pattern within a portfolio in which maturities of the assets in the portfolio are concentrated in both the short and long ends of the maturity spectrum.

BASIS POINT: One one-hundredth (1/100) of one percent; 0.0001 in decimal form.

BENCHMARK: A comparative base for performance evaluation. A benchmark can be a broad-based bond index, a customized bond index, or a specific objective.

BID: The price offered for securities by purchasers. (When selling securities, one asks for a bid.)

BOND EQUIVALENT YIELD: Used to compare yields available from discounted securities that pay interest at maturity with yields available from securities that pay interest semi-annually.

BOOK ENTRY SECURITIES: Stocks, bonds, other securities, and some certificates of deposit that are purchased, sold, and held as electronic computer entries on the records of a central holder. These securities are not available for purchase in physical form; buyers get a receipt or confirmation as evidence of ownership.

BOOK VALUE: The original cost of the security as adjusted for amortization of any premium paid or accretion of discount since the date of purchase.

BROKER: A party who brings buyers and sellers together. Brokers do not take ownership of the property being traded. They are compensated by commissions. They are not the same as dealers; however, the same firms that act as brokers in some transactions may act as dealers in other transactions.

CALLABLE BOND: A bond that the issuer has the right to redeem prior to maturity at a specified price. Some callable bonds may be redeemed on one call date while others may have multiple call dates. Some callable bonds may be redeemed at par while others can be redeemed only at a premium. Some callable bonds are step-up bonds that pay an initial coupon rate for the first period, and then the coupon rate increases for the following periods if the bonds are not called by the issuer.

CERTIFICATE OF DEPOSIT (CD): A time deposit with a specific maturity evidenced by a certificate. Largedenomination (over $100,000) CD’s are typically negotiable.

CODE: The Internal Revenue Code of 1986, as amended.

COLLATERAL: Securities, evidence of deposit or other property which a borrower pledges to secure repayment of a loan. Also refers to securities pledged by a bank to secure deposits of public monies.

COLLATERALIZED MORTGAGE OBLIGATION (CMO): A type of mortgage-backed security created by dividing the rights to receive the principal and interest cash flows from an underlying pool of mortgages in separate classes or tiers.

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COMMERCIAL PAPER: Short-term unsecured promissory notes issued by corporations for a maturity specified by the buyer. It is used primarily by corporations for short-term financing needs at a rate which is generally lower than the prime rate.

CONFIRMATION: The document used to state in writing the terms of the trade which had previously been agreed to verbally.

COUPON RATE: The stated annual rate of interest payable on a coupon bond expressed as a percentage of the bond’s face value.

CREDIT RISK: The risk that (1) the issuer is downgraded to a lower quality category and/or (2) the issuer fails to make timely payments of interest or principal.

CUSIP NUMBER: A nine-digit number established by the Committee on Uniform Securities Identification Procedures that is used to identify publicly traded securities. Each publicly traded security receives a unique CUSIP number when the security is issued.

CUSTODY: The service of an organization, usually a financial institution, of holding (and reporting) a customer’s securities for safekeeping. The financial institution is known as the custodian.

DEALER: A firm which buys and sells for its own account. Dealers have ownership, even if only for an instant, between a purchase from one party and a sale to another party. They are compensated by the spread between the price they pay and the price they receive. Dealers are not the same as brokers; however, the same firms which act as dealers in some transactions may act as brokers in other transactions.

DELIVERY VERSUS PAYMENT (DVP): The safest method of settling a trade involving a book entry security. In a DVP settlement, the funds are wired from the buyer’s account and the security is delivered from the seller’s account in simultaneous, interdependent wires.

DEPOSITORY TRUST COMPANY (DTC): An organization that holds physical certificates for stocks and bonds and issues receipts to owners. Securities held by DTC are immobilized so that they can be traded on a book entry basis.

DERIVATIVE: A security that derives its value from an underlying asset, group of assets, reference rate, or an index value. Some derivatives can be highly volatile and result in a loss of principal in changing interest rate environments.

DISCOUNT: The amount by which the price paid for a security is less than its face value.

DISCOUNT SECURITIES: Securities that do not pay periodic interest. Investors earn the difference between the discount issue price and the full face value paid at maturity.

DIVERSIFICATION: Dividing investment funds among a variety of securities offering independent returns, to reduce risk inherent in particular securities.

DURATION: A sophisticated measure of the weighted average maturity of a bond’s cash flow stream, where the present values of the cash flows serve as the weights.

ECONOMIC CYCLE (BUSINESS CYCLE): As the economy moves through the business cycle, interest rates tend to follow the levels of production, output, and consumption - rising as the economy expands and moves out of recession and declining after the economy peaks, contracts, and heads once again into recession.

EFFECTIVE MATURITY: The average maturity of a bond, given the potential for early call. For a non-callable bond, the final maturity date serves as the effective maturity. For a callable bond, the effective maturity is bounded by the first call date and the final maturity date; the position within this continuum is a function of the call price, the current market price, and the reinvestment rate assumed.

FACE VALUE: The principal amount due and payable to a bondholder at maturity; par value. Also, the amount on which coupon interest is computed.

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FAIL: The event of a securities purchase or sale transaction not settling as intended by the parties.

FAIR VALUE: The amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC):

A federal agency that insures bank deposits.

FEDERAL FARM CREDIT BANKS (FFCB): A government-sponsored corporation that was created in 1916 and is a nationwide system of banks and associations providing mortgage loans, credit, and related services to farmers, rural homeowners, and agricultural and rural cooperatives. The banks and associations are cooperatively owned, directly or indirectly, by their respective borrowers. The Federal Farm Credit System is supervised by the Farm Credit Administration, an independent agency of the U.S. government. (See Government Sponsored Enterprise) FEDERAL FUNDS: Monies within the Federal Reserve System representing a member bank’s surplus reserve funds. Banks with excess funds may sell their surplus to other banks whose funds are below required reserve levels. Normally, Federal funds are employed in settling all government securities transactions. The Federal Funds Rate is the rate of interest at which Fed funds are traded. This rate is currently pegged by the Federal Reserve through open-market operations.

FEDERAL HOME LOAN BANKS (FHLB): Government-sponsored wholesale banks (currently twelve regional banks) which lend funds and provide correspondent banking services to member commercial bank, thrift institutions, credit unions and insurance companies. The mission of the FHLBs is to liquefy the housing related assets of its members who must purchase stock in their district Bank. (See Government Sponsored Enterprises) FEDERAL HOME LOAN MORTGAGE CORPORATION (FHLMC or “Freddie Mac”): A government-sponsored corporation that was created in July 1970, by the enactment of Title III of the Emergency Home Finance Act of 1970. Freddie Mac was established to help maintain the availability of mortgage credit for residential housing, primarily through developing and maintaining an active, nationwide secondary market in conventional residential mortgages. (See Government Sponsored Enterprises) FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA or Fannie Mae): FNMA, like GNMA was chartered under the Federal National Mortgage Association Act in 1938. FNMA is a federal corporation working under the auspices of the Department of Housing and Urban Development (HUD). It is the largest single provider of residential mortgage funds in the United States. Fannie Mae is a private stockholder-owned corporation. FNMA securities are highly liquid and are widely accepted. FNMA assumes and guarantees that all security holders will receive timely payment of principal and interest. (See Government Sponsored Enterprises) FEDERAL OPEN MARKET COMMITTEE (FOMC): Consists of seven members of the Federal Reserve Board and five of the twelve Federal Reserve Bank presidents. The president of the New York Federal Reserve Bank is a permanent member while the other presidents serve on a rotating basis. The Committee periodically meets to set Federal Reserve guidelines regarding purchases and sales of government securities in the open market as a means of influencing the volume of bank credit and money.

FEDERAL RESERVE SYSTEM: The central bank of the United States created by Congress and consisting of a seven member Board of Governors in Washington, D.C., twelve regional banks and about 5700 commercial banks that are members of the system.

FIXED-INCOME SECURITY: A financial instrument promising a fixed amount of periodic income over a specified future time span.

GOVERNMENT-SPONSORED ENTERPRISES (GSE’s): Payment of principal and interest on securities issued by these corporations is not guaranteed explicitly by the U.S. government, however, most investors consider these securities to carry an implicit U.S. government guarantee. The debt is fully guaranteed by the issuing corporations.

GSE’s include: Farm Credit System, Federal Home Loan Bank System, Federal Home Loan Mortgage Corporation, and Federal National Mortgage Association.

INSTRUMENTALITIES: See Government-Sponsored Enterprises

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INTEREST RATE RISK: The risk that the general level of interest rates will change, causing unexpected price appreciations or depreciations.

LADDERED MATURITY STRATEGY: A maturity pattern within a portfolio in which maturities of the assets in the portfolio are equally spaced. Over time, the shortening of the remaining lives of the assets provides a steady source of liquidity or cash flow. Given a normal yield curve with a positive slope this passive strategy provides the benefit of being able to take advantage of the higher, longer-term yields without sacrificing safety or liquidity.

LIQUIDITY: An entity’s capacity to meet future monetary outflows (whether they are required or optional) from available resources. Liquidity is often obtained from reductions of cash or by converting assets into cash.

LIQUIDITY RISK: The risk that an investment will be difficult to sell at a fair market price in a timely fashion.

MARKET RISK: The risk that the value of a security will rise or decline as a result of changes in market conditions.

It is that part of a security’s risk that is common to all securities of the same general class (stocks and bonds) and thus cannot be eliminated by diversification; also known as systematic risk.

MARKET VALUE: The price at which a security is trading and could presumably be purchased or sold.

MARKING-TO-MARKET: The practice of valuing a security or portfolio according to its market value, rather than its cost or book value.

MASTER REPURCHASE AGREEMENT: A written contract covering all future transactions between the parties to repurchase agreements that establishes each party’s rights in the transactions. A master agreement will often specify, among other things, the right of the buyer to liquidate the underlying securities in the event of default by the seller.

MATURITY DATE: The date on which the principal or face value of an investment becomes due and payable.

MONEY MARKET INSTRUMENT: Generally, a short-term debt instrument that is purchased from a broker, dealer, or bank. Sometimes the term “money market” with “short-term”, defines an instrument with no more than 12 months remaining from the purchase date until the maturity date. Sometimes the term “money market” is used more restrictively to mean only those instruments that have active secondary markets.

MORTGAGE-BACKED SECURITIES (MBS): Securities composed of, or collateralized by, loans that are themselves collateralized by liens on real property.

OFFER: The price asked by a seller of securities. (When purchasing securities, one asks for an offer.)

OPEN MARKET OPERATIONS: Purchases and sales of government and certain other securities in the open market by the New York Federal Reserve Bank as directed by the FOMC in order to influence the volume of money and credit in the economy. Purchases inject reserves into the bank system and stimulate growth of money and credit; sales have the opposite effect. Open market operations are the Federal Reserve’s most important and most flexible monetary policy tool.

OPPORTUNITY COST: The cost of pursuing one course of action measured in terms of the foregone return that could have been earned on an alternative course of action that was not undertaken.

PAR: See Face Value PFIA OR ACT: The Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended.

POOLED FUND GROUP: An internally created fund of an investing entity in which one or more institutional accounts of the investing entity are invested (as defined by the Public Funds Investment Act).

PREMIUM: The amount by which the price paid for a security exceeds its face value.

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PRIMARY DEALER: A group of government securities dealers that submit daily reports of market activity and positions and monthly financial statements to the Federal Reserve Bank of New York and are subject to its informal oversight. Primary dealers include Securities and Exchange Commission (SEC)-registered securities brokerdealers, banks, and a few unregulated firms.

PRINCIPAL: The face or par value of an instrument, exclusive of accrued interest.

PRUDENT PERSON RULE: An investment standard. In some states the law requires that a fiduciary, such as a trustee, may invest money only in a list of securities selected by the state. In other states the trustee may invest in a security if it is one which would be bought by a prudent person of discretion and intelligence who is seeking a reasonable income and preservation of capital.

QUALIFIED REPRESENTATIVE: A person who holds a position with - and is authorized to act on behalf of - a business organization (as defined by the Public Funds Investment Act).

RATE OF RETURN: The amount of income received from an investment, expressed as a percentage. A market rate of return is the yield that an investor can expect to receive in the current interest-rate environment utilizing a buy-and-hold to maturity investment strategy.

REINVESTMENT RATE: The interest rate earned on the reinvestment of coupon payments.

REINVESTMENT RATE RISK: The risk that the actual reinvestment rate falls short of the expected or assumed reinvestment rate.

REPURCHASE AGREEMENT (RP or REPO): An agreement of one party to sell securities at a specified price to a second party and a simultaneous agreement of the first party to repurchase the securities at a specified price on demand or at a specified later date. The difference between the selling price and the repurchase price provides the interest income to the party that provided the funds. Every transaction where a security is sold under an agreement to be repurchased is a repo from the seller/borrower’s point of view and a reverse repo from the buyer/lender’s point of view.

REVERSE REPURCHASE AGREEMENT: (See Repurchase Agreement) SAFEKEEPING: A procedure where securities are held by a third party acting as custodian for a fee.

SECONDARY MARKET: A market made for the purchase and sale of outstanding issues following the initial distribution.

SECURITIES AND EXCHANGE COMMISSION (SEC): Agency created by Congress to protect investors in securities transactions by administering securities legislation.

SECURITIES LENDING: The temporary transfer of securities by one party, the lender, to another, the borrower.

The securities borrower is required to provide acceptable assets as collateral to the securities lender in the form of cash or other securities. If the borrower provides securities as collateral to the lender, it pays a fee to borrow the lent securities. If it provides cash as collateral, the lender pays interest to the borrower and reinvests the cash at a higher rate.

SEC RULE 15C3-1: See Uniform Net Capital Rule STRUCTURED NOTES: Debt obligations whose principal or interest payments are determined by an index or formula.

SEPARATELY INVESTED ASSET: An account or fund of a state agency or local government that is not invested in a pooled fund group (as defined by the Public Funds Investment Act).

SPREAD: Most commonly used when referring to the difference between the bid and asked prices in a quote.

Additionally, it may also refer to additional basis points that a non-Treasury security earns over and above a Treasury with a comparable maturity date.

STRIPS: Separation of the principal and interest cash flows due from any interest-bearing securities into different financial instruments. Each coupon payment is separated from the underlying investment to create a separate 17

security. Each individual cash flow is sold at a discount. The amount of the discount and the time until the cash flow is paid determine the investor’s return.

SWAP: The trading of one asset for another. Sometimes used in active portfolio management to increase investment returns by “swapping” one type of security for another.

TOTAL RETURN: Interest income plus capital gains (or minus losses) on an investment.

TREASURY BILLS: A non-interest bearing discount security issued by the U.S. Treasury, generally having initial maturities of 3 months, 6 months, or 1 year.

TREASURY BONDS: Long-term, coupon bearing U.S. Treasury securities having initial maturities of more than 10 years.

TREASURY NOTES: Intermediate-term, coupon bearing U.S. Treasury securities having initial maturities of 2 - 10 years.

UNIFORM NET CAPITAL RULE: Securities and Exchange Commission requirement that member firms as well as nonmember broker-dealers in securities maintain a maximum ratio of indebtedness to liquid capital of 15 to 1; also called net capital rule and net capital ratio. Indebtedness covers all money owed to a firm, including margin loans and commitments to purchase securities, one reason new public issues are spread among members of underwriting syndicates. Liquid capital includes cash and assets easily converted into cash.

YIELD TO MATURITY (YTM): The promised return assuming all interest and principal payments are made and reinvested at the same rate taking into account price appreciation (if priced below par) or depreciation (if priced above par).

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APPENDIX A PUBLIC FUNDS INVESTMENT ACT

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GOVERNMENT CODE TITLE 10. GENERAL GOVERNMENT SUBTITLE F. STATE AND LOCAL CONTRACTS AND FUND MANAGEMENT CHAPTER 2256. PUBLIC FUNDS INVESTMENT

SUBCHAPTER A. AUTHORIZED INVESTMENTS FOR GOVERNMENTAL ENTITIES

Sec. 2256.001. SHORT TITLE. This chapter may be cited as the Public Funds Investment Act. Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995.

Sec. 2256.002. DEFINITIONS. In this chapter: (1) "Bond proceeds" means the proceeds from the sale of bonds, notes, and other obligations issued by an entity, and reserves and funds maintained by an entity for debt service purposes.

(2) "Book value" means the original acquisition cost of an investment plus or minus the accrued amortization or accretion.

(3) "Funds" means public funds in the custody of a state agency or local government that: (A) are not required by law to be deposited in the state treasury; and (B) the investing entity has authority to invest.

(4) "Institution of higher education" has the meaning assigned by Section 61.003, Education Code.

(5) "Investing entity" and "entity" mean an entity subject to this chapter and described by Section 2256.003.

(6) "Investment pool" means an entity created under this code to invest public funds jointly on behalf of the entities that participate in the pool and whose investment objectives in order of priority are: (A) preservation and safety of principal; (B) liquidity; and (C) yield.

(7) "Local government" means a municipality, a county, a school district, a district or authority created under Section 52(b)(1) or (2), Article III, or Section 59, Article XVI, Texas Constitution, a fresh water supply

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district, a hospital district, and any political subdivision, authority, public corporation, body politic, or instrumentality of the State of Texas, and any nonprofit corporation acting on behalf of any of those entities.

(8) "Market value" means the current face or par value of an investment multiplied by the net selling price of the security as quoted by a recognized market pricing source quoted on the valuation date.

(9) "Pooled fund group" means an internally created fund of an investing entity in which one or more institutional accounts of the investing entity are invested.

(10) "Qualified representative" means a person who holds a position with a business organization, who is authorized to act on behalf of the business organization, and who is one of the following: (A) for a business organization doing business that is regulated by or registered with a securities commission, a person who is registered under the rules of the National Association of Securities Dealers; (B) for a state or federal bank, a savings bank, or a state or federal credit union, a member of the loan committee for the bank or branch of the bank or a person authorized by corporate resolution to act on behalf of and bind the banking institution; (C) for an investment pool, the person authorized by the elected official or board with authority to administer the activities of the investment pool to sign the written instrument on behalf of the investment pool; or (D) for an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or, if not subject to registration under that Act, registered with the State Securities Board, a person who is an officer or principal of the investment management firm.

(11) "School district" means a public school district.

(12) "Separately invested asset" means an account or fund of a state agency or local government that is not invested in a pooled fund group.

(13) "State agency" means an office, department, commission, board, or other agency that is part of any branch of state government, an institution of higher education, and any nonprofit corporation acting on behalf of any of those entities.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1421, Sec. 1, eff.

Sept. 1, 1997; Acts 1999, 76th Leg., ch. 1454, Sec. 1, eff. Sept. 1, 1999.

Sec. 2256.003. AUTHORITY TO INVEST FUNDS; ENTITIES SUBJECT TO THIS CHAPTER. (a) Each governing body of the following entities may purchase, sell, and invest its funds and funds under its control in 21

investments authorized under this subchapter in compliance with investment policies approved by the governing body and according to the standard of care prescribed by Section 2256.006: (1) a local government; (2) a state agency; (3) a nonprofit corporation acting on behalf of a local government or a state agency; or (4) an investment pool acting on behalf of two or more local governments, state agencies, or a combination of those entities. (b) In the exercise of its powers under Subsection (a), the governing body of an investing entity may contract with an investment management firm registered under the Investment 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. A contract made under authority of this subsection may not be for a term longer than two years. A renewal or extension of the contract must be made by the governing body of the investing entity by order, ordinance, or resolution. (c) This chapter does not prohibit an investing entity or investment officer from using the entity's employees or the services of a contractor of the entity to aid the investment officer in the execution of the officer's duties under this chapter.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1999, 76th Leg., ch. 1454, Sec. 2, eff.

Sept. 1, 1999.

Sec. 2256.004. APPLICABILITY. (a) This subchapter does not apply to: (1) a public retirement system as defined by Section 802.001; (2) state funds invested as authorized by Section 404.024; (3) an institution of higher education having total endowments of at least $95 million in book value on May 1, 1995; (4) funds invested by the Veterans' Land Board as authorized by Chapter 161, 162, or 164, Natural Resources Code; (5) registry funds deposited with the county or district clerk under Chapter 117, Local Government Code; or (6) a deferred compensation plan that qualifies under either Section 401(k) or 457 of the Internal Revenue Code of 1986 (26 U.S.C. Section 1 et seq.), as amended.

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(b) This subchapter does not apply to an investment donated to an investing entity for a particular purpose or under terms of use specified by the donor.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 505, Sec. 24, eff.

Sept. 1, 1997; Acts 1997, 75th Leg., ch. 1421, Sec. 2, eff. Sept. 1, 1997; Acts 1999, 76th Leg., ch. 62, Sec. 8.21, eff. Sept. 1, 1999; Acts 1999, 76th Leg., ch. 1454, Sec. 3, eff. Sept. 1, 1999.

Sec. 2256.005. INVESTMENT POLICIES; INVESTMENT STRATEGIES; INVESTMENT OFFICER. (a) The governing body of an investing entity shall adopt by rule, order, ordinance, or resolution, as appropriate, a written investment policy regarding the investment of its funds and funds under its control. (b) The investment policies must: (1) be written; (2) primarily emphasize safety of principal and liquidity; (3) address investment diversification, yield, and maturity and the quality and capability of investment management; and (4) include: (A) a list of the types of authorized investments in which the investing entity's funds may be invested; (B) the maximum allowable stated maturity of any individual investment owned by the entity; (C) for pooled fund groups, the maximum dollar-weighted average maturity allowed based on the stated maturity date for the portfolio; (D) methods to monitor the market price of investments acquired with public funds; (E) a requirement for settlement of all transactions, except investment pool funds and mutual funds, on a delivery versus payment basis; and (F) procedures to monitor rating changes in investments acquired with public funds and the liquidation of such investments consistent with the provisions of Section 2256.021. (c) The investment policies may provide that bids for certificates of deposit be solicited: (1) orally; (2) in writing; (3) electronically; or 23

(4) in any combination of those methods. (d) As an integral part of an investment policy, the governing body shall adopt a separate written investment strategy for each of the funds or group of funds under its control. Each investment strategy must describe the investment objectives for the particular fund using the following priorities in order of importance: (1) understanding of the suitability of the investment to the financial requirements of the entity; (2) preservation and safety of principal; (3) liquidity; (4) marketability of the investment if the need arises to liquidate the investment before maturity; (5) diversification of the investment portfolio; and (6) yield. (e) The governing body of an investing entity shall review its investment policy and investment strategies not less than annually. The governing body shall adopt a written instrument by rule, order, ordinance, or resolution stating that it has reviewed the investment policy and investment strategies and that the written instrument so adopted shall record any changes made to either the investment policy or investment strategies. (f) Each investing entity shall designate, by rule, order, ordinance, or resolution, as appropriate, one or more officers or employees of the state agency, local government, or investment pool as investment officer to be responsible for the investment of its funds consistent with the investment policy adopted by the entity. If the governing body of an investing entity has contracted with another investing entity to invest its funds, the investment officer of the other investing entity is considered to be the investment officer of the first investing entity for purposes of this chapter. Authority granted to a person to invest an entity's funds is effective until rescinded by the investing entity, until the expiration of the officer's term or the termination of the person's employment by the investing entity, or if an investment management firm, until the expiration of the contract with the investing entity.

In the

administration of the duties of an investment officer, the person designated as investment officer shall exercise the judgment and care, under prevailing circumstances, that a prudent person would exercise in the management of the person's own affairs, but the governing body of the investing entity retains ultimate responsibility as fiduciaries of the assets of the entity. Unless authorized by law, a person may not deposit, withdraw, transfer, or manage in any other manner the funds of the investing entity. (g) Subsection (f) does not apply to a state agency, local government, or investment pool for which an officer of the entity is assigned by law the function of investing its funds.

24

Text of subsec. (h) as amended by Acts 1997, 75th Leg., ch. 685, Sec. 1

(h) An officer or employee of a commission created under Chapter 391, Local Government Code, is ineligible to be an investment officer for the commission under Subsection (f) if the officer or employee is an investment officer designated under Subsection (f) for another local government.

Text of subsec. (h) as amended by Acts 1997, 75th Leg., ch. 1421, Sec. 3

(h) An officer or employee of a commission created under Chapter 391, Local Government Code, is ineligible to be designated as an investment officer under Subsection (f) for any investing entity other than for that commission. (i) An investment officer of an entity who has a personal business relationship with a business organization offering to engage in an investment transaction with the entity shall file a statement disclosing that personal business interest. An investment officer who is related within the second degree by affinity or consanguinity, as determined under Chapter 573, to an individual seeking to sell an investment to the investment officer's entity shall file a statement disclosing that relationship. A statement required under this subsection must be filed with the Texas Ethics Commission and the governing body of the entity. For purposes of this subsection, an investment officer has a personal business relationship with a business organization if: (1) the investment officer owns 10 percent or more of the voting stock or shares of the business organization or owns $5,000 or more of the fair market value of the business organization; (2) funds received by the investment officer from the business organization exceed 10 percent of the investment officer's gross income for the previous year; or (3) the investment officer has acquired from the business organization during the previous year investments with a book value of $2,500 or more for the personal account of the investment officer. (j) The governing body of an investing entity may specify in its investment policy that any investment authorized by this chapter is not suitable. (k) A written copy of the investment policy shall be presented to any person offering to engage in an investment transaction with an investing entity or to an investment management firm under contract with an investing entity to invest or manage the entity's investment portfolio. For purposes of this subsection, a business organization includes investment pools and an investment management firm under contract with an investing entity 25

to invest or manage the entity's investment portfolio. Nothing in this subsection relieves the investing entity of the responsibility for monitoring the investments made by the investing entity to determine that they are in compliance with the investment policy. The qualified representative of the business organization offering to engage in an investment transaction with an investing entity shall execute a written instrument in a form acceptable to the investing entity and the business organization substantially to the effect that the business organization has: (1) received and reviewed the investment policy of the entity; and (2) acknowledged that the business organization has implemented reasonable procedures and controls in an effort to preclude investment transactions conducted between the entity and the organization that are not authorized by the entity's investment policy, except to the extent that this authorization is dependent on an analysis of the makeup of the entity's entire portfolio or requires an interpretation of subjective investment standards. (l) The investment officer of an entity may not acquire or otherwise obtain any authorized investment described in the investment policy of the investing entity from a person who has not delivered to the entity the instrument required by Subsection (k). (m) An investing entity other than a state agency, in conjunction with its annual financial audit, shall perform a compliance audit of management controls on investments and adherence to the entity's established investment policies. (n) Except as provided by Subsection (o), at least once every two years a state agency shall arrange for a compliance audit of management controls on investments and adherence to the agency's established investment policies. The compliance audit shall be performed by the agency's internal auditor or by a private auditor employed in the manner provided by Section 321.020. Not later than January 1 of each even-numbered year a state agency shall report the results of the most recent audit performed under this subsection to the state auditor. Subject to a risk assessment and to the legislative audit committee's approval of including a review by the state auditor in the audit plan under Section 321.013, the state auditor may review information provided under this section. If review by the state auditor is approved by the legislative audit committee, the state auditor may, based on its review, require a state agency to also report to the state auditor other information the state auditor determines necessary to assess compliance with laws and policies applicable to state agency investments. A report under this subsection shall be prepared in a manner the state auditor prescribes. (o) The audit requirements of Subsection (n) do not apply to assets of a state agency that are invested by the comptroller under Section 404.024.

26

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 685, Sec. 1, eff.

Sept. 1, 1997; Acts 1997, 75th Leg., ch. 1421, Sec. 3, eff. Sept. 1, 1997; Acts 1999, 76th Leg., ch. 1454, Sec. 4, eff. Sept. 1, 1999; Acts 2003, 78th Leg., ch. 785, Sec. 41, eff. Sept. 1, 2003.

Amended by: Acts 2011, 82nd Leg., R.S., Ch. 1004, Sec. 1, eff. June 17, 2011.

Sec. 2256.006. STANDARD OF CARE. (a) Investments shall 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. Investment of funds shall be governed by the following investment objectives, in order of priority: (1) preservation and safety of principal; (2) liquidity; and (3) yield. (b) In determining whether an investment officer has exercised prudence with respect to an investment decision, the determination shall be made taking into consideration: (1) the investment of all funds, or funds under the entity's control, over which the officer had responsibility rather than a consideration as to the prudence of a single investment; and (2) whether the investment decision was consistent with the written investment policy of the entity.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995.

Sec. 2256.007. INVESTMENT TRAINING; STATE AGENCY BOARD MEMBERS AND OFFICERS. (a) Each member of the governing board of a state agency and its investment officer shall attend at least one training session relating to the person's responsibilities under this chapter within six months after taking office or assuming duties. (b) The Texas Higher Education Coordinating Board shall provide the training under this section. (c) Training under this section must include education in investment controls, security risks, strategy risks, market risks, diversification of investment portfolio, and compliance with this chapter. (d) An investment officer shall attend a training session not less than once each state fiscal biennium and may receive training from any independent source approved by the governing body of the state agency. The 27

investment officer shall prepare a report on this subchapter and deliver the report to the governing body of the state agency not later than the 180th day after the last day of each regular session of the legislature.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 73, Sec. 1, eff. May 9, 1997; Acts 1997, 75th Leg., ch. 1421, Sec. 4, eff. Sept. 1, 1997; Acts 1999, 76th Leg., ch. 1454, Sec. 5, eff.

Sept. 1, 1999.

Amended by: Acts 2011, 82nd Leg., R.S., Ch. 1004, Sec. 2, eff. June 17, 2011.

Sec. 2256.008. INVESTMENT TRAINING;

LOCAL GOVERNMENTS.

(a) Except as provided by

Subsections (b) and (e), the treasurer, the chief financial officer if the treasurer is not the chief financial officer, and the investment officer of a local government shall: (1) attend at least one training session from an independent source approved by the governing body of the local government or a designated investment committee advising the investment officer as provided for in the investment policy of the local government and containing at least 10 hours of instruction relating to the treasurer's or officer's responsibilities under this subchapter within 12 months after taking office or assuming duties; and (2) except as provided by Subsections (b) and (e), attend an investment training session not less than once in a two-year period that begins on the first day of that local government's fiscal year and consists of the two consecutive fiscal years after that date, and receive not less than 10 hours of instruction relating to investment responsibilities under this subchapter from an independent source approved by the governing body of the local government or a designated investment committee advising the investment officer as provided for in the investment policy of the local government. (b) An investing entity created under authority of Section 52(b), Article III, or Section 59, Article XVI, Texas Constitution, that has contracted with an investment management firm under Section 2256.003(b) and has fewer than five full-time employees or an investing entity that has contracted with another investing entity to invest the entity's funds may satisfy the training requirement provided by Subsection (a)(2) by having an officer of the governing body attend four hours of appropriate instruction in a two-year period that begins on the first day of that local government's fiscal year and consists of the two consecutive fiscal years after that date. The treasurer or chief financial officer of an investing entity created under authority of Section 52(b), Article III, or Section 59, Article XVI,

28

Texas Constitution, and that has fewer than five full-time employees is not required to attend training required by this section unless the person is also the investment officer of the entity. (c) Training under this section must include education in investment controls, security risks, strategy risks, market risks, diversification of investment portfolio, and compliance with this chapter. (d) Not later than December 31 each year, each individual, association, business, organization, governmental entity, or other person that provides training under this section shall report to the comptroller a list of the governmental entities for which the person provided required training under this section during that calendar year. An individual's reporting requirements under this subsection are satisfied by a report of the individual's employer or the sponsoring or organizing entity of a training program or seminar. (e) This section does not apply to a district governed by Chapter 36 or 49, Water Code.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1421, Sec. 5, eff.

Sept. 1, 1997; Acts 1999, 76th Leg., ch. 1454, Sec. 6, eff. Sept. 1, 1999; Acts 2001, 77th Leg., ch. 69, Sec. 4, eff.

May 14, 2001.

Amended by: Acts 2011, 82nd Leg., R.S., Ch. 1004, Sec. 3, eff. June 17, 2011.

Sec. 2256.009. AUTHORIZED

INVESTMENTS:

OBLIGATIONS

OF,

OR

GUARANTEED

BY

GOVERNMENTAL ENTITIES. (a) Except as provided by Subsection (b), the following are authorized investments under this subchapter: (1) obligations, including letters of credit, of the United States or its agencies and instrumentalities; (2) direct obligations of this state 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, this state 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; and (6) bonds issued, assumed, or guaranteed by the State of Israel.

29

(b) The following are not authorized investments under this section: (1) obligations whose payment represents the coupon payments on the outstanding principal balance 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 collateral and bears no interest; (3) collateralized mortgage obligations that have a stated final maturity date 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.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1999, 76th Leg., ch. 1454, Sec. 7, eff.

Sept. 1, 1999; Acts 2001, 77th Leg., ch. 558, Sec. 1, eff. Sept. 1, 2001.

Amended by: Acts 2011, 82nd Leg., R.S., Ch. 1004, Sec. 4, eff. June 17, 2011.

Sec.

2256.010. AUTHORIZED

INVESTMENTS: CERTIFICATES

OF

DEPOSIT

AND

SHARE

CERTIFICATES. (a) A certificate of deposit or share certificate is an authorized investment under this subchapter if the certificate is issued by a depository institution that has its main office or a branch office in this state and is: (1) guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Share Insurance Fund or its successor; (2) secured by obligations that are described by Section 2256.009(a), including mortgage backed securities directly issued by a federal agency or instrumentality that have a market value of not less than the principal amount of the certificates, but excluding those mortgage backed securities of the nature described by Section 2256.009(b); or (3) secured in any other manner and amount provided by law for deposits of the investing entity. (b) In addition to the authority to invest funds in certificates of deposit under Subsection (a), an investment in certificates of deposit made in accordance with the following conditions is an authorized investment under this subchapter: (1) the funds are invested by an investing entity through: (A) a broker that has its main office or a branch office in this state and is selected from a list adopted by the investing entity as required by Section 2256.025; or 30

(B) a depository institution that has its main office or a branch office in this state and that is selected by the investing entity; (2) the broker or the depository institution selected by the investing entity under Subdivision (1) 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 investing entity; (3) 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 (4) the investing entity appoints the depository institution selected by the investing entity under Subdivision (1), 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 15c33 (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 investing entity.

Amended by Acts 1995, 74th Leg., ch. 32, Sec. 1, eff. April 28, 1995; Acts 1995, 74th Leg., ch. 402, Sec. 1, eff.

Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1421, Sec. 6, eff. Sept. 1, 1997.

Amended by: Acts 2005, 79th Leg., Ch. 128, Sec. 1, eff. September 1, 2005.

Acts 2011, 82nd Leg., R.S., Ch. 1004, Sec. 5, eff. June 17, 2011.

Sec. 2256.011. AUTHORIZED

INVESTMENTS:

REPURCHASE

AGREEMENTS.

(a) A

fully

collateralized repurchase agreement is an authorized investment under this subchapter if the repurchase agreement: (1) has a defined termination date; (2) is secured by a combination of cash and obligations described by Section 2256.009(a)(1); and (3) requires the securities being purchased by the entity or cash held by the entity to be pledged to the entity, held in the entity's name, and deposited at the time the investment is made with the entity or with a third party selected and approved by the entity; and (4) is placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this state. (b) In this section, "repurchase agreement" means a simultaneous agreement to buy, hold for a specified time, and sell back at a future date obligations described by Section 2256.009(a)(1), at a market value at the time 31

the funds are disbursed of not less than the principal amount of the funds disbursed. The term includes a direct security repurchase agreement and a reverse security repurchase agreement. (c) Notwithstanding any other law, the term of any reverse security repurchase agreement may not exceed 90 days after the date the reverse security repurchase agreement is delivered. (d) Money received by an entity under the terms of a reverse security repurchase agreement shall be used to acquire additional authorized investments, but the term of the authorized investments acquired must mature not later than the expiration date stated in the reverse security repurchase agreement.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995.

Amended by: Acts 2011, 82nd Leg., R.S., Ch. 1004, Sec. 6, eff. June 17, 2011.

Sec. 2256.0115. AUTHORIZED INVESTMENTS: SECURITIES LENDING PROGRAM. (a) A securities lending program is an authorized investment under this subchapter if it meets the conditions provided by this section. (b) To qualify as an authorized investment under this subchapter: (1) the value of securities loaned under the program must be not less than 100 percent collateralized, including accrued income; (2) a loan made under the program must allow for termination at any time; (3) a loan made under the program must be secured by: (A) pledged securities described by Section 2256.009; (B) pledged irrevocable letters of credit issued by a bank that is: (i) organized and existing under the laws of the United States or any other state; and (ii) continuously rated by at least one nationally recognized investment rating firm at not less than A or its equivalent; or (C) cash invested in accordance with Section: (i) 2256.009; (ii) 2256.013; (iii) 2256.014; or (iv) 2256.016; 32

(4) the terms of a loan made under the program must require that the securities being held as collateral be: (A) pledged to the investing entity; (B) held in the investing entity's name; and (C) deposited at the time the investment is made with the entity or with a third party selected by or approved by the investing entity; (5) a loan made under the program must be placed through: (A) a primary government securities dealer, as defined by 5 C.F.R. Section 6801.102(f), as that regulation existed on September 1, 2003; or (B) a financial institution doing business in this state; and (6) an agreement to lend securities that is executed under this section must have a term of one year or less.

Added by Acts 2003, 78th Leg., ch. 1227, Sec. 1, eff. Sept. 1, 2003.

Sec. 2256.012. AUTHORIZED INVESTMENTS: BANKER'S ACCEPTANCES. A bankers' acceptance is an authorized investment under this subchapter if the bankers' acceptance: (1) has a stated maturity of 270 days or fewer from the date of its issuance; (2) will be, in accordance with its terms, liquidated in full at maturity; (3) is eligible for collateral for borrowing from a Federal Reserve Bank; and (4) is accepted by a bank organized and existing under the laws of the United States or any state, if the short-term obligations of the bank, or of a bank holding company of which the bank is the largest subsidiary, are rated not less than A-1 or P-1 or an equivalent rating by at least one nationally recognized credit rating agency.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995.

Sec. 2256.013. AUTHORIZED INVESTMENTS:

COMMERCIAL PAPER.

Commercial paper is an

authorized investment under this subchapter if the commercial paper: (1) has a stated maturity of 270 days or fewer from the date of its issuance; and (2) is rated not less than A-1 or P-1 or an equivalent rating by at least: (A) two nationally recognized credit rating agencies; or

33

(B) one nationally recognized credit rating agency and is fully secured by an irrevocable letter of credit issued by a bank organized and existing under the laws of the United States or any state.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995.

Sec. 2256.014. AUTHORIZED INVESTMENTS: MUTUAL FUNDS. (a) A no-load money market mutual fund is an authorized investment under this subchapter if the mutual fund: (1) is registered with and regulated by the Securities and Exchange Commission; (2) provides the investing entity with a prospectus and other information required by the Securities Exchange Act of 1934 (15 U.S.C. Section 78a et seq.) or the Investment Company Act of 1940 (15 U.S.C. Section 80a-1 et seq.); (3) has a dollar-weighted average stated maturity of 90 days or fewer; and (4) includes in its investment objectives the maintenance of a stable net asset value of $1 for each share. (b) In addition to a no-load money market mutual fund permitted as an authorized investment in Subsection (a), a no-load mutual fund is an authorized investment under this subchapter if the mutual fund: (1) is registered with the Securities and Exchange Commission; (2) has an average weighted maturity of less than two years; (3) is invested exclusively in obligations approved by this subchapter; (4) is continuously rated as to investment quality by at least one nationally recognized investment rating firm of not less than AAA or its equivalent; and (5) conforms to the requirements set forth in Sections 2256.016(b) and (c) relating to the eligibility of investment pools to receive and invest funds of investing entities. (c) An entity is not authorized by this section to: (1) invest in the aggregate more than 15 percent of its monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service, in mutual funds described in Subsection (b); (2) invest any portion of bond proceeds, reserves and funds held for debt service, in mutual funds described in Subsection (b); or (3) invest its funds or funds under its control, including bond proceeds and reserves and other funds held for debt service, in any one mutual fund described in Subsection (a) or (b) in an amount that exceeds 10 percent of the total assets of the mutual fund.

34

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1421, Sec. 7, eff.

Sept. 1, 1997; Acts 1999, 76th Leg., ch. 1454, Sec. 8, eff. Sept. 1, 1999.

Sec. 2256.015. AUTHORIZED INVESTMENTS:

GUARANTEED INVESTMENT CONTRACTS.

(a)

A

guaranteed investment contract is an authorized investment for bond proceeds under this subchapter if the guaranteed investment contract: (1) has a defined termination date; (2) is secured by obligations described by Section 2256.009(a)(1), excluding those obligations described by Section 2256.009(b), in an amount at least equal to the amount of bond proceeds invested under the contract; and (3) is pledged to the entity and deposited with the entity or with a third party selected and approved by the entity. (b) Bond proceeds, other than bond proceeds representing reserves and funds maintained for debt service purposes, may not be invested under this subchapter in a guaranteed investment contract with a term of longer than five years from the date of issuance of the bonds. (c) To be eligible as an authorized investment: (1) the governing body of the entity must specifically authorize guaranteed investment contracts as an eligible investment in the order, ordinance, or resolution authorizing the issuance of bonds; (2) the entity must receive bids from at least three separate providers with no material financial interest in the bonds from which proceeds were received; (3) the entity must purchase the highest yielding guaranteed investment contract for which a qualifying bid is received; (4) the price of the guaranteed investment contract must take into account the reasonably expected drawdown schedule for the bond proceeds to be invested; and (5) the provider must certify the administrative costs reasonably expected to be paid to third parties in connection with the guaranteed investment contract.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1421, Sec. 8, eff.

Sept. 1, 1997; Acts 1999, 76th Leg., ch. 1454, Sec. 9, 10, eff. Sept. 1, 1999.

35

Sec. 2256.016. AUTHORIZED INVESTMENTS:

INVESTMENT POOLS.

(a) An entity may invest its

funds and funds under its control through an eligible investment pool if the governing body of the entity by rule, order, ordinance, or resolution, as appropriate, authorizes investment in the particular pool. An investment pool shall invest the funds it receives from entities in authorized investments permitted by this subchapter. An investment pool may invest its funds in money market mutual funds to the extent permitted by and consistent with this subchapter and the investment policies and objectives adopted by the investment pool. (b) To be eligible to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must furnish to the investment officer or other authorized representative of the entity an offering circular or other similar disclosure instrument that contains, at a minimum, the following information: (1) the types of investments in which money is allowed to be invested; (2) the maximum average dollar-weighted maturity allowed, based on the stated maturity date, of the pool; (3) the maximum stated maturity date any investment security within the portfolio has; (4) the objectives of the pool; (5) the size of the pool; (6) the names of the members of the advisory board of the pool and the dates their terms expire; (7) the custodian bank that will safekeep the pool's assets; (8) whether the intent of the pool is to maintain a net asset value of one dollar and the risk of market price fluctuation; (9) whether the only source of payment is the assets of the pool at market value or whether there is a secondary source of payment, such as insurance or guarantees, and a description of the secondary source of payment; (10) the name and address of the independent auditor of the pool; (11) the requirements to be satisfied for an entity to deposit funds in and withdraw funds from the pool and any deadlines or other operating policies required for the entity to invest funds in and withdraw funds from the pool; and (12) the performance history of the pool, including yield, average dollar-weighted maturities, and expense ratios. (c) To maintain eligibility to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must furnish to the investment officer or other authorized representative of the entity: 36

(1) investment transaction confirmations; and (2) a monthly report that contains, at a minimum, the following information: (A) the types and percentage breakdown of securities in which the pool is invested; (B) the current average dollar-weighted maturity, based on the stated maturity date, of the pool; (C) the current percentage of the pool's portfolio in investments that have stated maturities of more than one year; (D) the book value versus the market value of the pool's portfolio, using amortized cost valuation; (E) the size of the pool; (F) the number of participants in the pool; (G) the custodian bank that is safekeeping the assets of the pool; (H) a listing of daily transaction activity of the entity participating in the pool; (I) the yield and expense ratio of the pool, including a statement regarding how yield is calculated; (J) the portfolio managers of the pool; and (K) any changes or addenda to the offering circular. (d) An entity by contract may delegate to an investment pool the authority to hold legal title as custodian of investments purchased with its local funds. (e) In this section, "yield" shall be calculated in accordance with regulations governing the registration of open-end management investment companies under the Investment Company Act of 1940, as promulgated from time to time by the federal Securities and Exchange Commission. (f) To be eligible to receive funds from and invest funds on behalf of an entity under this chapter, a public funds investment pool created to function as a money market mutual fund must mark its portfolio to market daily, and, to the extent reasonably possible, stabilize at a $1 net asset value. If the ratio of the market value of the portfolio divided by the book value of the portfolio is less than 0.995 or greater than 1.005, portfolio holdings shall be sold as necessary to maintain the ratio between 0.995 and 1.005. In addition to the requirements of its investment policy and any other forms of reporting, a public funds investment pool created to function as a money market mutual fund shall report yield to its investors in accordance with regulations of the federal Securities and Exchange Commission applicable to reporting by money market funds.

37

(g) To be eligible to receive funds from and invest funds on behalf of an entity under this chapter, a public funds investment pool must have an advisory board composed: (1) equally of participants in the pool and other persons who do not have a business relationship with the pool and are qualified to advise the pool, for a public funds investment pool created under Chapter 791 and managed by a state agency; or (2) of participants in the pool and other persons who do not have a business relationship with the pool and are qualified to advise the pool, for other investment pools. (h) To maintain eligibility to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must be continuously rated no lower than AAA or AAA-m or at an equivalent rating by at least one nationally recognized rating service. (i) If the investment pool operates an Internet website, the information in a disclosure instrument or report described in Subsections (b), (c)(2), and (f) must be posted on the website. (j) To maintain eligibility to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must make available to the entity an annual audited financial statement of the investment pool in which the entity has funds invested. (k) If an investment pool offers fee breakpoints based on fund balances invested, the investment pool in advertising investment rates must include either all levels of return based on the breakpoints provided or state the lowest possible level of return based on the smallest level of funds invested.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1421, Sec. 9, eff.

Sept. 1, 1997.

Amended by: Acts 2011, 82nd Leg., R.S., Ch. 1004, Sec. 7, eff. June 17, 2011.

Sec. 2256.017. EXISTING INVESTMENTS. An entity is not required to liquidate investments that were authorized investments at the time of purchase.

Added by Acts 1995, 74th Leg., ch. 76, Sec. 5.46(a), eff. Sept. 1, 1995; Acts 1995, 74th Leg., ch. 402, Sec. 1, eff.

Sept. 1, 1995. Amended by Acts 1997, 75th Leg., ch. 1421, Sec. 10, eff. Sept. 1, 1997.

38

Sec. 2256.019. RATING OF CERTAIN INVESTMENT POOLS. A public funds investment pool must be continuously rated no lower than AAA or AAA-m or at an equivalent rating by at least one nationally recognized rating service.

Added by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995. Amended by Acts 1997, 75th Leg., ch. 1421, Sec. 11, eff. Sept. 1, 1997.

Amended by: Acts 2011, 82nd Leg., R.S., Ch. 1004, Sec. 8, eff. June 17, 2011.

Sec. 2256.020. AUTHORIZED INVESTMENTS: INSTITUTIONS OF HIGHER EDUCATION. In addition to the authorized investments permitted by this subchapter, an institution of higher education may purchase, sell, and invest its funds and funds under its control in the following: (1) cash management and fixed income funds sponsored by organizations exempt from federal income taxation under Section 501(f), Internal Revenue Code of 1986 (26 U.S.C. Section 501(f)); (2) negotiable certificates of deposit issued by a bank that has a certificate of deposit rating of at least 1 or the equivalent by a nationally recognized credit rating agency or that is associated with a holding company having a commercial paper rating of at least A-1, P-1, or the equivalent by a nationally recognized credit rating agency; and (3) corporate bonds, debentures, or similar debt obligations rated by a nationally recognized investment rating firm in one of the two highest long-term rating categories, without regard to gradations within those categories.

Added by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995.

Sec. 2256.0201. AUTHORIZED INVESTMENTS; MUNICIPAL UTILITY. (a) A municipality that owns a municipal electric utility that is engaged in the distribution and sale of electric energy or natural gas to the public may enter into a hedging contract and related security and insurance agreements in relation to fuel oil, natural gas, coal, nuclear fuel, and electric energy to protect against loss due to price fluctuations. A hedging transaction must comply with the regulations of the Commodity Futures Trading Commission and the Securities and Exchange Commission. If there is a conflict between the municipal charter of the municipality and this chapter, this chapter prevails.

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(b) A payment by a municipally owned electric or gas utility under a hedging contract or related agreement in relation to fuel supplies or fuel reserves is a fuel expense, and the utility may credit any amounts it receives under the contract or agreement against fuel expenses. (c) The governing body of a municipally owned electric or gas utility or the body vested with power to manage and operate the municipally owned electric or gas utility may set policy regarding hedging transactions. (d) In this section, "hedging" means the buying and selling of fuel oil, natural gas, coal, nuclear fuel, and electric energy futures or options or similar contracts on those commodities and related transportation costs as a protection against loss due to price fluctuation.

Added by Acts 1999, 76th Leg., ch. 405, Sec. 48, eff. Sept. 1, 1999.

Amended by: Acts 2007, 80th Leg., R.S., Ch. 7, Sec. 1, eff. April 13, 2007.

Sec. 2256.0202. AUTHORIZED INVESTMENTS: MUNICIPAL FUNDS FROM MANAGEMENT AND DEVELOPMENT OF MINERAL RIGHTS. (a) In addition to other investments authorized under this subchapter, a municipality may invest funds received by the municipality from a lease or contract for the management and development of land owned by the municipality and leased for oil, gas, or other mineral development in any investment authorized to be made by a trustee under Subtitle B, Title 9, Property Code (Texas Trust Code). (b) Funds invested by a municipality under this section shall be segregated and accounted for separately from other funds of the municipality.

Added by Acts 2009, 81st Leg., R.S., Ch. 1371, Sec. 1, eff. September 1, 2009.

Sec. 2256.0203. AUTHORIZED INVESTMENTS: PORTS AND NAVIGATION DISTRICTS. (a) In this section, "district" means a navigation district organized under Section 52, Article III, or Section 59, Article XVI, Texas Constitution. (b) In addition to the authorized investments permitted by this subchapter, a port or district may purchase, sell, and invest its funds and funds under its control in negotiable certificates of deposit issued by a bank that has a certificate of deposit rating of at least 1 or the equivalent by a nationally recognized credit rating agency or that is associated with a holding company having a commercial paper rating of at least A-1, P-1, or the equivalent by a nationally recognized credit rating agency.

Added by Acts 2011, 82nd Leg., R.S., Ch. 804, Sec. 1, eff. September 1, 2011.

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Sec. 2256.0204. AUTHORIZED INVESTMENTS: INDEPENDENT SCHOOL DISTRICTS.

(a) In this

section, "corporate bond" means a senior secured debt obligation issued by a domestic business entity and rated not lower than "AA-" or the equivalent by a nationally recognized investment rating firm. The term does not include a debt obligation that: (1) on conversion, would result in the holder becoming a stockholder or shareholder in the entity, or any affiliate or subsidiary of the entity, that issued the debt obligation; or (2) is an unsecured debt obligation. (b) This section applies only to an independent school district that qualifies as an issuer as defined by Section 1371.001. (c) In addition to authorized investments permitted by this subchapter, an independent school district subject to this section may purchase, sell, and invest its funds and funds under its control in corporate bonds that, at the time of purchase, are rated by a nationally recognized investment rating firm "AA-" or the equivalent and have a stated final maturity that is not later than the third anniversary of the date the corporate bonds were purchased. (d) An independent school district subject to this section is not authorized by this section to: (1) invest in the aggregate more than 15 percent of its monthly average fund balance, excluding bond proceeds, reserves, and other funds held for the payment of debt service, in corporate bonds; or (2) invest more than 25 percent of the funds invested in corporate bonds in any one domestic business entity, including subsidiaries and affiliates of the entity. (e) An independent school district subject to this section may purchase, sell, and invest its funds and funds under its control in corporate bonds if the governing body of the district: (1) amends its investment policy to authorize corporate bonds as an eligible investment; (2) adopts procedures to provide for: (A) monitoring rating changes in corporate bonds acquired with public funds; and (B) liquidating the investment in corporate bonds; and (3) identifies the funds eligible to be invested in corporate bonds. (f) The investment officer of an independent school district, acting on behalf of the district, shall sell corporate bonds in which the district has invested its funds not later than the seventh day after the date a nationally recognized investment rating firm:

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(1) issues a release that places the corporate bonds or the domestic business entity that issued the corporate bonds on negative credit watch or the equivalent, if the corporate bonds are rated "AA-" or the equivalent at the time the release is issued; or (2) changes the rating on the corporate bonds to a rating lower than "AA-" or the equivalent. (g) Corporate bonds are not an eligible investment for a public funds investment pool.

Added by Acts 2011, 82nd Leg., R.S., Ch. 1347, Sec. 1, eff. June 17, 2011.

Sec. 2256.0205. AUTHORIZED INVESTMENTS; DECOMMISSIONING TRUST. (a) In this section: (1) "Decommissioning trust" means a trust created to provide the Nuclear Regulatory Commission assurance that funds will be available for decommissioning purposes as required under 10 C.F.R. Part 50 or other similar regulation.

(2) "Funds" includes any money held in a decommissioning trust regardless of whether the money is considered to be public funds under this subchapter. (b) In addition to other investments authorized under this subchapter, a municipality that owns a municipal electric utility that is engaged in the distribution and sale of electric energy or natural gas to the public may invest funds held in a decommissioning trust in any investment authorized by Subtitle B, Title 9, Property Code.

Added by Acts 2005, 79th Leg., Ch. 121, Sec. 1, eff. September 1, 2005.

Sec. 2256.021. EFFECT OF LOSS OF REQUIRED RATING. An investment that requires a minimum rating under this subchapter does not qualify as an authorized investment during the period the investment does not have the minimum rating. An entity shall take all prudent measures that are consistent with its investment policy to liquidate an investment that does not have the minimum rating.

Added by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995.

Sec. 2256.022. EXPANSION OF INVESTMENT AUTHORITY. Expansion of investment authority granted by this chapter shall require a risk assessment by the state auditor or performed at the direction of the state auditor, subject to the legislative audit committee's approval of including the review in the audit plan under Section 321.013.

Added by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995. Amended by Acts 2003, 78th Leg., ch. 785, Sec. 42, eff. Sept. 1, 2003.

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Sec. 2256.023. INTERNAL MANAGEMENT REPORTS. (a) Not less than quarterly, the investment officer shall prepare and submit to the governing body of the entity a written report of investment transactions for all funds covered by this chapter for the preceding reporting period. (b) The report must: (1) describe in detail the investment position of the entity on the date of the report; (2) be prepared jointly by all investment officers of the entity; (3) be signed by each investment officer of the entity; (4) contain a summary statement of each pooled fund group that states the: (A) beginning market value for the reporting period; (B) ending market value for the period; and (C) fully accrued interest for the reporting period; (5) state the book value and market value of each separately invested asset at the end of the reporting period by the type of asset and fund type invested; (6) state the maturity date of each separately invested asset that has a maturity date; (7) state the account or fund or pooled group fund in the state agency or local government for which each individual investment was acquired; and (8) state the compliance of the investment portfolio of the state agency or local government as it relates to: (A) the investment strategy expressed in the agency's or local government's investment policy; and (B) relevant provisions of this chapter. (c) The report shall be presented not less than quarterly to the governing body and the chief executive officer of the entity within a reasonable time after the end of the period. (d) If an entity invests in other than money market mutual funds, investment pools or accounts offered by its depository bank in the form of certificates of deposit, or money market accounts or similar accounts, the reports prepared by the investment officers under this section shall be formally reviewed at least annually by an independent auditor, and the result of the review shall be reported to the governing body by that auditor.

Added by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995. Amended by Acts 1997, 75th Leg., ch. 1421, Sec. 12, eff. Sept. 1, 1997.

Amended by: 43

Acts 2011, 82nd Leg., R.S., Ch. 1004, Sec. 9, eff. June 17, 2011.

Sec. 2256.024. SUBCHAPTER CUMULATIVE. (a) The authority granted by this subchapter is in addition to that granted by other law. Except as provided by Subsection (b), this subchapter does not: (1) prohibit an investment specifically authorized by other law; or (2) authorize an investment specifically prohibited by other law. (b) Except with respect to those investing entities described in Subsection (c), a security described in Section 2256.009(b) is not an authorized investment for a state agency, a local government, or another investing entity, notwithstanding any other provision of this chapter or other law to the contrary. (c) Mortgage pass-through certificates and individual mortgage loans that may constitute an investment described in Section 2256.009(b) are authorized investments with respect to the housing bond programs operated by: (1) the Texas Department of Housing and Community Affairs or a nonprofit corporation created to act on its behalf; (2) an entity created under Chapter 392, Local Government Code; or (3) an entity created under Chapter 394, Local Government Code.

Added by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995.

Sec. 2256.025. SELECTION OF AUTHORIZED BROKERS. The governing body of an entity subject to this subchapter or the designated investment committee of the entity shall, at least annually, review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with the entity.

Added by Acts 1997, 75th Leg., ch. 1421, Sec. 13, eff. Sept. 1, 1997.

Sec. 2256.026. STATUTORY COMPLIANCE.

All investments made by entities must comply with this

subchapter and all federal, state, and local statutes, rules, or regulations.

Added by Acts 1997, 75th Leg., ch. 1421, Sec. 13, eff. Sept. 1, 1997.

SUBCHAPTER B. MISCELLANEOUS PROVISIONS

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Sec. 2256.051. ELECTRONIC FUNDS TRANSFER. Any local government may use electronic means to transfer or invest all funds collected or controlled by the local government.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995.

Sec. 2256.052. PRIVATE AUDITOR. Notwithstanding any other law, a state agency shall employ a private auditor if authorized by the legislative audit committee either on the committee's initiative or on request of the governing body of the agency.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995.

Sec. 2256.053. PAYMENT FOR SECURITIES PURCHASED BY STATE.

The comptroller or the

disbursing officer of an agency that has the power to invest assets directly may pay for authorized securities purchased from or through a member in good standing of the National Association of Securities Dealers or from or through a national or state bank on receiving an invoice from the seller of the securities showing that the securities have been purchased by the board or agency and that the amount to be paid for the securities is just, due, and unpaid. A purchase of securities may not be made at a price that exceeds the existing market value of the securities.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1423, Sec. 8.67, eff. Sept. 1, 1997.

Sec. 2256.054. DELIVERY OF SECURITIES PURCHASED BY STATE. A security purchased under this chapter may be delivered to the comptroller, a bank, or the board or agency investing its funds. The delivery shall be made under normal and recognized practices in the securities and banking industries, including the book entry procedure of the Federal Reserve Bank.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1423, Sec. 8.68, eff. Sept. 1, 1997.

Sec. 2256.055. DEPOSIT OF SECURITIES PURCHASED BY STATE. At the direction of the comptroller or the agency, a security purchased under this chapter may be deposited in trust with a bank or federal reserve bank or branch designated by the comptroller, whether in or outside the state. The deposit shall be held in the entity's name as evidenced by a trust receipt of the bank with which the securities are deposited.

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Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1423, Sec. 8.69, eff. Sept. 1, 1997.

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APPENDIX B COUNCIL RESOLUTION NOVEMBER 14, 2012September 11, 2013

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September 11, 2013

WHEREAS, in 1987 the City Council adopted the City’s Investment Policy which was in compliance with the federal and state law and the City Charter; and WHEREAS, in 1995 and 1997 through 2012, the City Council amended the City’s Investment Policy to incorporate amendments to the Public Funds Investment Act, improve management of the City’s investments and reflect organizational changes; and WHEREAS, the Public Funds Investment Act requires that the investment shall be made in accordance with written policies approved, at least annually, by the governing body; and WHEREAS, investment policies must address safety of principal, liquidity, yield, diversification and maturity, with primary emphasis on safety of principal. Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the attached City of Dallas Investment Policy has been reviewed by the City Council and shall be adopted as the guiding policy in the ongoing management of the specified funds in accordance with federal and state law and the City Charter.

Section 2. That this resolution shall be 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.

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CITY OF DALLAS INVESTMENT POLICY As adopted by City Council September 11, 2013

TABLE OF CONTENTS Page 1.0

Policy

3

2.0

Scope

3

3.0

Objective

4

4.0

Delegation of Authority

4

5.0

Prudence

5

6.0

Ethics and Conflicts of Interest

5

7.0

Training

5

8.0

Authorized and Suitable Investments

6

9.0

Authorized Broker/Dealers and Financial Institutions

7

10.0

Competitive Bidding

8

11.0

Collateralization of Deposits

8

12.0

Safekeeping and Custody

9

13.0

Diversification and Maximum Maturities

9

14.0

Sale of Securities

10

15.0

Investment Committee

10

16.0

Investment Advisor

10

17.0

Investment Strategies

10

18.0

Reporting

12

19.0

Annual Compliance Audit

12

20.0

Investment Policy Adoption

12

Glossary

13

Appendices A. Government Code – Chapter 2256 “Public Funds Investment Act” B. Council Resolution

2

1.0 Policy It is the policy of the City of Dallas to invest public funds in a manner which will provide security and optimize interest earnings to the maximum extent possible while meeting the daily cash flow demands of the City and conforming to all federal, state and local statutes, rules and regulations governing the investment of public funds.

This Policy sets forth the investment program of the City of Dallas and the guidelines to be followed in achieving its objectives.

Not less than annually, City Council shall adopt a written instrument by resolution stating that it has reviewed the Investment Policy and investment strategies and that the written instrument so adopted shall record any changes made to the Investment Policy or investment strategies.

This Policy is intended to satisfy the requirements of the Public Funds Investment Act, Chapter 2256, Texas Government Code (the “PFIA” or the “Act”) that an investing entity such as the City of Dallas adopt and review an investment policy governing the investment by the investing entity of its funds and funds under its control.

2.0 Scope This Policy governs the investment of all funds of the City except those that are identified in Section 2.2 below. With respect to the funds of non-profit corporations that are established by City resolution and act on behalf of the City in accordance with State law, this Policy shall prevail in the absence of a specific investment policy adopted by the non-profit corporation. In addition to this Policy, the investment of bond proceeds and other bond funds (including debt service and reserve funds) of the City or of a non-profit corporation established by City resolution and acting on behalf of the City in accordance with State law shall be governed and controlled by their governing ordinance, resolution or trust indenture, including the authorization of eligible investments, and by the provisions of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), including all regulations and rulings promulgated thereunder applicable to the issuance of tax-exempt obligations.

2.1

2.2

All funds are managed as a pooled fund group, referenced in this Policy as the City’s investment pool, with the exception of the following, which are managed as separately invested assets: 2.1.1

Bond Funds - funds established with the proceeds from specific bond issues when it is determined that segregating these funds from the City’s investment pool will result in maximum interest earnings retention under the provisions of the Internal Revenue Code.

2.1.2

Bond Reserve Funds - funds set at prescribed levels by certain bond ordinances to pay principal and/or interest if required to prevent default.

2.1.3

Endowment Funds - funds given to the City with the instructions that the principal is to remain intact, unless otherwise agreed to, and the income generated by the investments will be used for specified purposes.

2.1.4

Commercial Paper Funds - unexpended proceeds from the issuance of commercial paper notes.

Funds not governed by this Policy include: 2.2.1

Employees’ Retirement Fund

2.2.2

Dallas Police and Fire Pension System

2.2.3

Deferred Compensation Funds

2.2.4

Private Donations – investments donated to the City are excluded from this Policy if separately managed under terms of use specified by the donor.

3

3.0 Objective Investment of the funds covered by this Policy shall be governed by the following investment objectives, in order of priority: 3.1

Safety: Safety of principal is the primary objective of the Investment Policy. Investment of the City’s funds shall be undertaken in a manner that seeks to ensure the preservation of capital for the overall portfolio. The objective will be to mitigate credit risk and interest rate risk.

The City will mitigate credit risk, which is the risk of loss due to the failure of the issuer or backer, by: Limiting investments to the types listed in Section 8.0 ( “Authorized and Suitable Investments”) of this Policy Qualifying the broker/dealers and financial institutions with which the City may engage in an investment transaction in accordance with Section 9.0 (“Authorized Broker/Dealers and Financial Institutions) Diversifying the investment portfolio so that the impact of potential losses from any one type of investment or from any one individual issuer will be minimized (see Section 13.0 “Diversification and Maximum Maturities”).

The City will minimize interest rate risk, which is the risk that the market value of securities in the portfolio will fall due to changes in market interest rates, by: • Structuring the investment portfolio so that securities mature to meet cash requirements for ongoing operations, thereby avoiding the need to sell securities prior to maturity • Investing operating funds primarily in shorter-term securities, money market mutual funds, or similar local government investment pools and limiting the weighted average maturity of the portfolio in accordance with this Policy (see Section 17.0 “Investment Strategies”).

3.2

Liquidity: The City’s investment portfolio will remain sufficiently liquid to enable the City to meet all operating requirements that might be reasonably anticipated. This is accomplished by structuring the portfolio so that investments mature concurrent with cash needs to meet anticipated demands.

A portion of the portfolio will be placed in money market mutual funds or local government investment pools offering same-day liquidity to meet unanticipated demands.

3.3

Yield: The City’s investment portfolio shall be designed with the objective of attaining a market rate of return, throughout budgetary and economic cycles, commensurate with the City’s investment risk constraints and the cash flow characteristics of the portfolio.

4.0 Delegation of Authority The Chief Financial Officer, under the direction and authority of the City Manager, shall direct the cash management program of the City as defined in Section 2-134, “Duties of the Chief Financial Officer”, Chapter 2 “Administration” of the Dallas City Code, as amended. City Council shall designate the Chief Financial Officer, City Controller, and the Assistant Director/Treasury Manager as Investment Officers responsible for the investment of its funds, under the direction and authority of the City Manager.

The City’s Investment Officers shall establish written procedures for the operation of the investment program consistent with this Investment Policy. Such procedures shall include explicit delegation of authority to persons responsible for investment transactions. No person may engage in an investment transaction except as provided under the terms of this Policy and the written procedures. Authority granted to a person to invest the City’s funds is effective until rescinded or until termination of the person’s employment by the City. The Investment Officers shall be responsible for all transactions undertaken and shall establish a system of controls, to be reviewed by the City Auditor, to regulate the activities of subordinate officials. In order to assure quality and capability of investment management, the Investment Officers shall possess sufficient working knowledge of economics and securities markets, as well as the supervisory experience and judgment necessary to carry out the responsibilities outlined in this Policy.

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5.0 Prudence Investments shall be made with judgment and care - under circumstances then prevailing - which persons of prudence, discretion and intelligence exercise in the management of their own affairs, not for speculation, but for investment, considering the probable safety of their capital as well as the probable income to be derived.

5.1

The standard of prudence to be used by investment officials shall be the “prudent person” standard and shall be applied in the context of managing an overall portfolio. Investment Officers acting in accordance with written procedures and the Investment Policy and exercising due diligence shall be relieved of personal responsibility for an individual security’s credit risk or market price changes, provided deviations from expectations are reported in a timely fashion and appropriate action is taken to control adverse developments.

5.2

In determining whether an investment official has exercised prudence with respect to an investment decision, the determination shall be made taking into consideration the investment of all funds over which the official had responsibility rather than consideration as to the prudence of a single investment and, whether the investment decision was consistent with the City’s Investment Policy and written investment procedures.

6.0 Ethics and Conflicts of Interest Investment Officers who have a personal business relationship with a business organization offering to engage in an investment transaction with the City shall refrain from activities that could conflict with proper execution of the investment program, or which could impair their ability to make impartial investment decisions.

6.1

Investment Officers shall sign annual statements agreeing to abide by this section of the Investment Policy and affirming no known conflicts of interest.

6.2

Investment Officers must file a disclosure statement with the Texas Ethics Commission and City Council if: a) the Investment Officer has a personal business relationship with a business organization offering to engage in an investment transaction with the City; or b) the Investment Officer is related within the second degree by affinity or consanguinity, as determined under Chapter 573 of the Texas Government Code, to an individual seeking to transact investment business with the City.

6.3

An Investment Officer has a personal business relationship with a business organization if: a) the Investment Officer owns 10 percent or more of the voting stock or shares of the business organization or owns $5,000 or more of the fair market value of the business organization; b) funds received by the Investment Officer from the business organization exceed 10 percent of his/her gross income for the previous year; or c) the Investment Officer has acquired from the business organization during the previous year investments with a book value of $2,500 or more for his/her personal account.

7.0 Training The Investment Officers and the persons authorized to execute investment transactions shall attend at least one investment training session within 12 months after taking office or assuming duties and receive not less than 10 hours of instruction relating to investment responsibilities during a two-year period that begins on the first day of the City’s fiscal year following the initial 10 hours of instruction and consists of the two consecutive fiscal years after that date. Training must be received from an independent source approved by the City’s Investment Committee and must include education in investment controls, security risks, strategy risks, market risks, diversification of investment portfolio and compliance with the Act.

5

8.0 Authorized and Suitable Investments City funds governed by this Policy may be invested in the instruments described below, all of which are authorized

by Chapter 2256 of the Government Code (Public Funds Investment Act).

8.1

Direct obligations of the United States, its agencies or instrumentalities, and other obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of the United States or its 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.

The City will restrict investments in eligible securities described in this section to discount notes and callable or non-callable fixed-rate securities with a fixed principal repayment amount.

8.2

Fully collateralized Certificates of Deposit/Share Certificates that are issued by a bank or credit union that has its main office or branch office within the City and are: a) guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Share Insurance Fund or its successor; or b) secured by obligations in accordance with Section 11.0 herein.

If the certificate of deposit is collateralized by pledged securities the City must have on file a signed Depository Agreement, approved as to form by the City Attorney, which details eligible collateral, collateralization ratios for pledged securities, standards for collateral custody and control of pledged securities, collateral valuation of pledged securities, and conditions for agreement termination.

8.3

Certificates of Deposit obtained through a depository institution or a broker approved by the City’s Investment Committee under the provisions of Section 9.0 of this Policy that has its main office or branch office within the City and that contractually agrees to place the funds in federally insured depository institutions in accordance with the conditions prescribed in Section 2256.010(b) of the Act.

8.4

Fully collateralized repurchase agreements in accordance with the conditions prescribed in Section 2256.011 of the Act. Prior to investment in a repurchase agreement, the City must have on file a signed Master Repurchase Agreement, approved as to form by the City Attorney, which details eligible collateral, collateralization ratios, standards for collateral custody and control, collateral valuation, and conditions for agreement termination and provided the repurchase agreement: a) has a defined termination date; b) is secured by a combination of cash and obligations of the United States or its agencies and instrumentalities described by Section 2256.009(a)(1) of the Act. Securities received for repurchase agreements must have a market value greater than or equal to 103% at the time the investment is made and throughout the terms of the repurchase agreement; c) requires the securities being purchased by the City or cash held by the City to be assigned to the City, held in the City’s name, and deposited at the time the investment is made with the City or with a third party selected and approved by the City; and d) is placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this state, and which is rated no less than A or its equivalent by two nationally recognized rating services.

8.5

A securities lending program is an authorized investment if it meets the following conditions: a) A loan made under the program must allow for termination at any time; b) A loan made under the program must be placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this state that is rated no less than A or its equivalent by two nationally recognized rating services. An agreement to lend securities must have a term of one year or less and shall comply with the provisions of section 1058 of the Internal Revenue Code,; c) A loan made under the program must be secured as prescribed in Section 2256.0115(b)(3) of the Act. Securities being held as collateral must be pledged to the City , held in the City’s name, and deposited at the time the investment is made with a third party approved by the City. d) The amount of collateral must not be less than 100% of the market value of securities loaned, including accrued income. The market value of securities loaned shall be determined daily.

Cash received as collateral shall not be invested for a term later than the expiration date of the securities lending agreement and may only be invested in investments as authorized by this Policy.

6

8.6

No-load money market mutual funds that are registered with and regulated by the Securities and Exchange Commission that meet the requirements of the PFIA, and, in addition: a) are rated not less than Aaa or an equivalent rating by at least one nationally recognized rating service. A rating is not required for a sweep account investment, which is part of the city’s depository contract; and, b) have provided the City with a prospectus and other information as required by regulation Investments will be made in a money market mutual fund only after a thorough investigation of the fund and approval by the Investment Committee which shall, at least annually, review, revise and adopt a list of approved funds.

8.7

Local government investment pools which are organized in conformity with Chapter 791 (Interlocal Cooperation Contracts Act) and meet the requirements of the PFIA that: a) have a dollar-weighted average stated maturity of 90 days or fewer if created to function as a money market mutual fund; b) are rated not less than Aaa or an equivalent rating by at least one nationally recognized rating service; and c) have provided the City with an offering circular and other information required by the Act. To become eligible, investment pools must be approved by City Council action. Investments will be made in a local government investment pool only after a thorough investigation of the pool and approval by the Investment Committee which shall, at least annually, review, revise and adopt a list of approved pools.

The Investment Officers may at times restrict or prohibit the purchase of specific issues due to current market conditions. An investment that requires a minimum rating under this section does not qualify as an authorized investment during the period the investment does not have the minimum rating. Ratings shall be monitored using nationally recognized financial information sources, including actions published on rating agency websites. The City shall take all prudent measures consistent with the Act to liquidate an investment that does not have the minimum rating required by the Act. 9.0 Authorized Broker/Dealers and Financial Institutions The Investment Committee shall, at least annually, review, revise, and adopt a list of qualified broker/dealers and financial institutions authorized to engage in the purchase and sale of obligations of the U.S. Government, its agencies or instrumentalities with the City. In order to be considered, those firms that desire to become qualified bidders for securities transactions will be required to provide information regarding creditworthiness, experience and reputation. Authorized firms may include primary dealers or regional dealers that qualify under Securities & Exchange Commission Rule 15C3-1 (uniform net capital rule).

A written copy of this Investment Policy shall be presented to any person offering to engage in an investment transaction with the City. Investments shall only be made with those business organizations (including money market mutual funds and local government investment pools) which have provided the City with a written instrument executed by a qualified representative of the firm, acknowledging that the business organization has: a) received and reviewed the City’s Investment Policy; and b) implemented reasonable procedures and controls in an effort to preclude investment transactions conducted between the City and the organization that are not authorized by the City’s Investment Policy, except to the extent that this authorization is dependent on an analysis of the makeup of the City’s entire portfolio or requires an interpretation of subjective investment standards.

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10.0 Competitive Bidding It is the policy of the City to require competitive bidding for all individual security purchases and sales except for: a) transactions with money market mutual funds and local government investment pools (which are deemed to be made at prevailing market rates) b) treasury and agency securities purchased at issue through an approved broker/dealer or financial institution c) automatic overnight “sweep” transactions with the City Depository d) fully insured certificates of deposit placed in accordance with the conditions prescribed in Section 2256.010(b) of the Act or placed with the City’s Depository as part of the City Depository Contract.

At least three bids or offers must be solicited for all other transactions involving individual securities. The City’s investment advisor is also required to solicit at least three bids or offers when transacting trades on the City’s behalf. In situations where the exact security being offered is not offered by other dealers, offers on the closest comparable investment may be used to establish a fair market price for the security. Bids for certificates of deposit may be solicited in any manner permitted by the Act. 11.0 Collateralization of Deposits The City requires that all uninsured collected balances plus accrued interest, if any, in depository accounts be secured in accordance with the requirements of this Policy and Chapter 2257, Government Code (”Public Funds Collateral Act”) and the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA). Financial institutions serving as City depositories will be required to sign a Depository Agreement with the City which details securities that can serve as eligible collateral, collateralization ratios, standards for collateral custody and control, collateral valuation, rights of substitution and conditions for agreement termination.

Pledged securities serving as collateral will always be held by an independent third party with which the City has a current custodial agreement and shall be reviewed at least monthly to ensure that the market value of the pledged securities is adequate. Eligible collateral and collateral ratios are as follows: Eligible Collateral 1)

2)

3)

Collateral Ratios

Direct obligations of the United States or other obligations of the United States or other obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of the United States. a) Maturing in less than three years b) Maturing in more than three years

102% 105%

Direct debt obligations of an agency or instrumentality of the United States. a) Maturing in less than three years b) Maturing in more than three years

102% 105%

Mortgage-backed securities issued directly by an agency or instrumentality of the United States eligible under the Public Funds Collateral Act

105%

The use of a letter of credit issued to the City by the Federal Home Loan Bank may be considered by the City to provide collateral for bank deposits and for certificates of deposit.

The City’s Investment Officers reserve the right to accept or reject any form of collateral or enhancement at their sole discretion.

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12.0 Safekeeping and Custody Safekeeping and custody of investment securities shall be in accordance with applicable law and accounting standards. All securities transactions, except local government investment pool and money market mutual fund transactions, shall be conducted on a delivery versus payment (DVP) basis. Investment securities will be held by a third party custodian designated by the City, and be required to issue safekeeping receipts clearly detailing that the securities are owned by the City.

Safekeeping and custody of collateral shall be in accordance with applicable law and accounting standards.

Pledged securities serving as collateral will be held by a third party custodian designated by the City, and pledged to the City as evidenced by safekeeping receipts of the institution with which the securities are deposited.

13.0 Diversification and Maximum Maturities The City’s investment pool will be diversified to limit market and credit risk by observing the limitations at the time of purchase as listed below. Funds managed as separately invested assets in Section 2.1 of the Policy are subject to all of the following with the exception of the Issuer Limitation on investment in U.S. Agencies and Instrumentalities.

Funds managed as separately invested assets may be invested 100% in the obligations of any one U.S. Agency or Instrumentality.

Maximum Stated Maturity1

Issuer Limitations

U.S. Treasuries

5 Years

100% of the City’s investment pool may be invested in obligations of the U.S. Treasury.

U.S. Agencies/Instrumentalities

5 Years

No more than 30% of the book value of the City’s investment pool may be invested in the obligations of any one issuer.

Repurchase Agreements

30 Days

No more than 15% of the City’s investment pool may be invested with one counterparty, excluding flexible repurchase agreements for investment of bond proceeds.

Money Market Mutual Funds

N/A

The City may not own more than the lesser of $100 million or 5% of the total assets of any one fund, excluding taxexempt money market mutual funds for investment of commercial paper proceeds.

Local Government Investment Pools

N/A

The City may not own more than the lesser of $250 million or 5% of the total assets of any one pool.

5 Years

The City may not own more than $50 million of any single financial institution’s certificates of deposit at any one time, excluding certificates of deposit placed with the City’s Depository as part of the City Depository Contract.

Certificates of Deposit

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In addition to the above limitations, the City’s investment pool shall be diversified by market sector as follows: Maximum Percentage of Investment Pool U.S. Treasuries 100% U.S. Agencies/Instrumentalities 100% (maximum 20% callable) Repurchase Agreements 15%* Money Market Mutual Funds 15% Local Government Investment Pools 30% Certificates of Deposit 20%** * Excluding flexible repurchase agreements for bond proceeds. **Excluding certificates of deposit placed with the City’s Depository as part of the City Depository Contract.

(1) Purchases of securities with stated maturities greater than the maximum authorized under this section require prior City Council approval. With respect to bond proceeds and other bond funds, the City may, in the bond ordinance, specifically authorize investments in repurchase agreements with maturities in excess of 30 days subject to any required approvals from bond insurers.

14.0 Sale of Securities The City’s policy is to hold securities to maturity. However, securities may be sold: (a) in order to minimize the potential loss of principal on a security whose credit quality has declined; (b) in order to reposition the portfolio for the purpose of improving the quality, yield, or target duration of the portfolio; or (c) in order to meet unanticipated liquidity needs of the portfolio.

15.0 Investment Committee An Investment Committee shall be established and meet quarterly to determine investment guidelines, general strategies, and monitor performance. Members of the Investment Committee will include the Investment Officers, the Cash and Investment Manager and the City’s Investment Advisor if the City has contracted with an Advisor. The Investment Advisor is a non-voting member of the Investment Committee.

16.0 Investment Advisor The City may retain the services of an Investment Advisor to assist in the review of cash flow requirements, the formulation of investment strategies, and the execution of security purchases, sales and deliveries.

17.0 Investment Strategies The City of Dallas maintains separate portfolios for individual funds or groups of funds (as listed under Sec. 2.0 of this Policy) which are managed according to the terms of this Policy and the corresponding investment strategies listed below. The investment strategy for portfolios established after the annual Investment Policy adoption will be managed in accordance with the terms of this Policy and applicable agreements until the next annual review when a specific strategy will be adopted.

17.1

Investment Pool Strategy - The City’s Investment Pool is an aggregation of the majority of City funds which includes tax receipts, enterprise fund revenues, fine and fee revenues, as well as some, but not all, bond proceeds, grants, gifts and endowments. This portfolio is maintained to meet anticipated daily cash needs for City of Dallas operations, capital projects and debt service.

In order to ensure the ability of the City to meet obligations and to minimize potential liquidation losses, the dollar-weighted average stated maturity of the Investment Pool shall not exceed 1.5 years. The objectives of this portfolio are to: a) ensure safety of principal by investing only in high-quality securities for which a strong secondary market exists; b) ensure that anticipated cash flows are matched with adequate investment liquidity; c) limit market and credit risk through diversification; and d) attain a market rate of return commensurate with the objectives and restrictions set forth in this Policy by managing the portfolio to meet or exceed the 12 month moving average yield on treasury one-year constant maturities as reported by Federal Reserve Statistical Release H.15.

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17.2

Bond Funds Strategy - Occasionally, separate non-pooled portfolios are established with the proceeds from bond sales in order to maximize earnings within the constraints of arbitrage regulations. The objectives of these portfolios are to: a) ensure safety of principal by investing only in high-quality securities for which a strong secondary market exists or by maintaining the security of the investment through collateralization according to the standards approved in this Policy; b) ensure that anticipated cash flows are matched with adequate investment liquidity or that the terms of the secured investment agreement permit full flexibility in making withdrawals; c) manage market and credit risk through diversification and control of counterparty risk; and d) attain a market rate of return commensurate with the objectives and restrictions set forth in this Policy and the bond ordinance by managing the portfolio to meet or exceed the bond yield

17.3

Bond Reserve Fund Strategy - Non-pooled reserve funds for outstanding revenue bonds are set at levels required by their respective bond ordinances. These funds will be used to pay the final principal and/or interest due on outstanding bonds that are similarly secured or to make up any shortfalls in debt service funds as required by the bond ordinance. The objectives of Bond Reserve Fund Portfolios are to: a) ensure safety of principal by investing only in high-quality securities for which a strong secondary market exists or by maintaining the security of the investment through collateralization according to the standards approved in this Policy; b) ensure that anticipated cash flows are matched with adequate investment liquidity or that the terms of the secured investment agreement permit full flexibility in making withdrawals; c) manage market and credit risk through diversification and control of counterparty risk; and d) attain a market rate of return commensurate with the objectives and the restrictions set forth in this Policy and the bond ordinance by managing the portfolio to meet or exceed the bond yield.

17.4

Endowment Funds Strategy - Funds received as gifts to the City with instructions that the income generated by the investment of said funds be used for specified purposes may be invested as separate non-pooled portfolios if required by the terms of the gift. The objectives of Endowment Portfolios are to: a) ensure safety of principal and sufficient liquidity by investing only in high-quality securities for which a strong secondary market exists; b) manage market and credit risk through the use of a competitive process to place investments; and by adhering to the standards approved in this Policy. c) attain a market rate of return commensurate with the objectives and restrictions set forth in this Policy and the terms of the gift.

17.5

Commercial Paper Funds Strategy – The City issues tax-exempt commercial paper notes as an interim financing tool for construction projects. Proceeds from the issuance of commercial paper debt must be liquid in order to fund periodic payments to contractors and must be invested in taxexempt securities in order to avoid costly and complex arbitrage rebate computations. In order to meet these requirements, commercial paper proceeds will be invested in tax-exempt money market mutual funds. The objectives of this portfolio are to: a) ensure safety of principal and sufficient liquidity by investing only in tax-exempt money market mutual funds; b) manage market and credit risk through diversification of funds and requirement of AAA rating; and c) attain a market rate of return commensurate with the objectives and restrictions set forth in this Policy and governing bond ordinances.

17.6

Trinity Parkway Escrow Strategy – This escrow was established pursuant to an Agreement dated as of January 1, 1999 with the North Texas Tollway Authority (“NTTA”) pertaining to development of the Trinity Parkway. These funds will be used to reimburse NTTA for specified payments related to project feasibility. Permitted investments for this portfolio are defined in the Escrow Agreement as those that are consistent with the Act. The objectives of this portfolio are to: a) ensure safety of principal and sufficient liquidity by investing only in high-quality securities for which a strong secondary market exists; b) manage market and credit risk through diversification; and requirement of AAA rating; and c) attain a market rate of return commensurate with the objectives and restrictions set forth in this Policy and the Agreement.

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18.0 Reporting Investment performance is regularly monitored by investment staff and reported to the Investment Committee on a monthly basis. Month-end market prices on each security are obtained from nationally recognized securities databases including those provided by the City’s depository bank through its safekeeping services and Bloomberg Professional Services. . These prices are recorded in the City’s portfolio database and included in all management reports as well as the City’s Comprehensive Annual Financial Report.

Not less than quarterly the Investment Officers will submit to the city council finance committee described in Chapter III, Section 13 of the Dallas City Charter, the City Manager, and the Mayor and City Council a written report of the status of the current investment portfolio. The report must meet the requirements of the Act. An independent auditor shall formally review the quarterly reports prepared under this section at least annually, and that auditor shall report the results of the review to City Council.

19.0 Annual Compliance Audit In conjunction with the annual financial audit, a compliance audit shall be performed which includes an audit of management controls on investments and adherence to the City’s established policy.

20.0 Investment Policy Adoption The City’s Investment Policy is hereby adopted by resolution of the City Council on September 11, 2013 in accordance with the PFIA.

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GLOSSARY ACCRETION OF DISCOUNT: Periodic straight-line increases in the book or carrying value of a security so the amount of the purchase price discount below face value is completely eliminated by the time the bond matures or by the call date, if applicable.

ACCRUED INTEREST: The interest accumulated on a security from its issue date or since the last payment of interest up to but not including the purchase date. The purchaser of the security pays to the seller the market price plus accrued interest.

AMORTIZATION OF PREMIUM: Periodic straight-line decreases in the book or carrying value of a security so the premium paid for a bond above its face value or call price is completely eliminated.

ASK: The price at which securities are offered by sellers.

BARBELL MATURITY STRATEGY: A maturity pattern within a portfolio in which maturities of the assets in the portfolio are concentrated in both the short and long ends of the maturity spectrum.

BASIS POINT: One one-hundredth (1/100) of one percent; 0.0001 in decimal form.

BENCHMARK: A comparative base for performance evaluation. A benchmark can be a broad-based bond index, a customized bond index, or a specific objective.

BID: The price offered for securities by purchasers. (When selling securities, one asks for a bid.)

BOND EQUIVALENT YIELD: Used to compare yields available from discounted securities that pay interest at maturity with yields available from securities that pay interest semi-annually.

BOOK ENTRY SECURITIES: Stocks, bonds, other securities, and some certificates of deposit that are purchased, sold, and held as electronic computer entries on the records of a central holder. These securities are not available for purchase in physical form; buyers get a receipt or confirmation as evidence of ownership.

BOOK VALUE: The original cost of the security as adjusted for amortization of any premium paid or accretion of discount since the date of purchase.

BROKER: A party who brings buyers and sellers together. Brokers do not take ownership of the property being traded. They are compensated by commissions. They are not the same as dealers; however, the same firms that act as brokers in some transactions may act as dealers in other transactions.

CALLABLE BOND: A bond that the issuer has the right to redeem prior to maturity at a specified price. Some callable bonds may be redeemed on one call date while others may have multiple call dates. Some callable bonds may be redeemed at par while others can be redeemed only at a premium. Some callable bonds are step-up bonds that pay an initial coupon rate for the first period, and then the coupon rate increases for the following periods if the bonds are not called by the issuer.

CERTIFICATE OF DEPOSIT (CD): A time deposit with a specific maturity evidenced by a certificate. Largedenomination (over $100,000) CD’s are typically negotiable.

CODE: The Internal Revenue Code of 1986, as amended.

COLLATERAL: Securities, evidence of deposit or other property which a borrower pledges to secure repayment of a loan. Also refers to securities pledged by a bank to secure deposits of public monies.

COLLATERALIZED MORTGAGE OBLIGATION (CMO): A type of mortgage-backed security created by dividing the rights to receive the principal and interest cash flows from an underlying pool of mortgages in separate classes or tiers.

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COMMERCIAL PAPER: Short-term unsecured promissory notes issued by corporations for a maturity specified by the buyer. It is used primarily by corporations for short-term financing needs at a rate which is generally lower than the prime rate.

CONFIRMATION: The document used to state in writing the terms of the trade which had previously been agreed to verbally.

COUPON RATE: The stated annual rate of interest payable on a coupon bond expressed as a percentage of the bond’s face value.

CREDIT RISK: The risk that (1) the issuer is downgraded to a lower quality category and/or (2) the issuer fails to make timely payments of interest or principal.

CUSIP NUMBER: A nine-digit number established by the Committee on Uniform Securities Identification Procedures that is used to identify publicly traded securities. Each publicly traded security receives a unique CUSIP number when the security is issued.

CUSTODY: The service of an organization, usually a financial institution, of holding (and reporting) a customer’s securities for safekeeping. The financial institution is known as the custodian.

DEALER: A firm which buys and sells for its own account. Dealers have ownership, even if only for an instant, between a purchase from one party and a sale to another party. They are compensated by the spread between the price they pay and the price they receive. Dealers are not the same as brokers; however, the same firms which act as dealers in some transactions may act as brokers in other transactions.

DELIVERY VERSUS PAYMENT (DVP): The safest method of settling a trade involving a book entry security. In a DVP settlement, the funds are wired from the buyer’s account and the security is delivered from the seller’s account in simultaneous, interdependent wires.

DEPOSITORY TRUST COMPANY (DTC): An organization that holds physical certificates for stocks and bonds and issues receipts to owners. Securities held by DTC are immobilized so that they can be traded on a book entry basis.

DERIVATIVE: A security that derives its value from an underlying asset, group of assets, reference rate, or an index value. Some derivatives can be highly volatile and result in a loss of principal in changing interest rate environments.

DISCOUNT: The amount by which the price paid for a security is less than its face value.

DISCOUNT SECURITIES: Securities that do not pay periodic interest. Investors earn the difference between the discount issue price and the full face value paid at maturity.

DIVERSIFICATION: Dividing investment funds among a variety of securities offering independent returns, to reduce risk inherent in particular securities.

DURATION: A sophisticated measure of the weighted average maturity of a bond’s cash flow stream, where the present values of the cash flows serve as the weights.

ECONOMIC CYCLE (BUSINESS CYCLE): As the economy moves through the business cycle, interest rates tend to follow the levels of production, output, and consumption - rising as the economy expands and moves out of recession and declining after the economy peaks, contracts, and heads once again into recession.

EFFECTIVE MATURITY: The average maturity of a bond, given the potential for early call. For a non-callable bond, the final maturity date serves as the effective maturity. For a callable bond, the effective maturity is bounded by the first call date and the final maturity date; the position within this continuum is a function of the call price, the current market price, and the reinvestment rate assumed.

FACE VALUE: The principal amount due and payable to a bondholder at maturity; par value. Also, the amount on which coupon interest is computed.

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FAIL: The event of a securities purchase or sale transaction not settling as intended by the parties.

FAIR VALUE: The amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC):

A federal agency that insures bank deposits.

FEDERAL FARM CREDIT BANKS (FFCB): A government-sponsored corporation that was created in 1916 and is a nationwide system of banks and associations providing mortgage loans, credit, and related services to farmers, rural homeowners, and agricultural and rural cooperatives. The banks and associations are cooperatively owned, directly or indirectly, by their respective borrowers. The Federal Farm Credit System is supervised by the Farm Credit Administration, an independent agency of the U.S. government. (See Government Sponsored Enterprise) FEDERAL FUNDS: Monies within the Federal Reserve System representing a member bank’s surplus reserve funds. Banks with excess funds may sell their surplus to other banks whose funds are below required reserve levels. Normally, Federal funds are employed in settling all government securities transactions. The Federal Funds Rate is the rate of interest at which Fed funds are traded. This rate is currently pegged by the Federal Reserve through open-market operations.

FEDERAL HOME LOAN BANKS (FHLB): Government-sponsored wholesale banks (currently twelve regional banks) which lend funds and provide correspondent banking services to member commercial bank, thrift institutions, credit unions and insurance companies. The mission of the FHLBs is to liquefy the housing related assets of its members who must purchase stock in their district Bank. (See Government Sponsored Enterprises) FEDERAL HOME LOAN MORTGAGE CORPORATION (FHLMC or “Freddie Mac”): A government-sponsored corporation that was created in July 1970, by the enactment of Title III of the Emergency Home Finance Act of 1970. Freddie Mac was established to help maintain the availability of mortgage credit for residential housing, primarily through developing and maintaining an active, nationwide secondary market in conventional residential mortgages. (See Government Sponsored Enterprises) FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA or Fannie Mae): FNMA, like GNMA was chartered under the Federal National Mortgage Association Act in 1938. FNMA is a federal corporation working under the auspices of the Department of Housing and Urban Development (HUD). It is the largest single provider of residential mortgage funds in the United States. Fannie Mae is a private stockholder-owned corporation. FNMA securities are highly liquid and are widely accepted. FNMA assumes and guarantees that all security holders will receive timely payment of principal and interest. (See Government Sponsored Enterprises) FEDERAL OPEN MARKET COMMITTEE (FOMC): Consists of seven members of the Federal Reserve Board and five of the twelve Federal Reserve Bank presidents. The president of the New York Federal Reserve Bank is a permanent member while the other presidents serve on a rotating basis. The Committee periodically meets to set Federal Reserve guidelines regarding purchases and sales of government securities in the open market as a means of influencing the volume of bank credit and money.

FEDERAL RESERVE SYSTEM: The central bank of the United States created by Congress and consisting of a seven member Board of Governors in Washington, D.C., twelve regional banks and about 5700 commercial banks that are members of the system.

FIXED-INCOME SECURITY: A financial instrument promising a fixed amount of periodic income over a specified future time span.

GOVERNMENT-SPONSORED ENTERPRISES (GSE’s): Payment of principal and interest on securities issued by these corporations is not guaranteed explicitly by the U.S. government, however, most investors consider these securities to carry an implicit U.S. government guarantee. The debt is fully guaranteed by the issuing corporations.

GSE’s include: Farm Credit System, Federal Home Loan Bank System, Federal Home Loan Mortgage Corporation, and Federal National Mortgage Association.

INSTRUMENTALITIES: See Government-Sponsored Enterprises

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INTEREST RATE RISK: The risk that the general level of interest rates will change, causing unexpected price appreciations or depreciations.

LADDERED MATURITY STRATEGY: A maturity pattern within a portfolio in which maturities of the assets in the portfolio are equally spaced. Over time, the shortening of the remaining lives of the assets provides a steady source of liquidity or cash flow. Given a normal yield curve with a positive slope this passive strategy provides the benefit of being able to take advantage of the higher, longer-term yields without sacrificing safety or liquidity.

LIQUIDITY: An entity’s capacity to meet future monetary outflows (whether they are required or optional) from available resources. Liquidity is often obtained from reductions of cash or by converting assets into cash.

LIQUIDITY RISK: The risk that an investment will be difficult to sell at a fair market price in a timely fashion.

MARKET RISK: The risk that the value of a security will rise or decline as a result of changes in market conditions.

It is that part of a security’s risk that is common to all securities of the same general class (stocks and bonds) and thus cannot be eliminated by diversification; also known as systematic risk.

MARKET VALUE: The price at which a security is trading and could presumably be purchased or sold.

MARKING-TO-MARKET: The practice of valuing a security or portfolio according to its market value, rather than its cost or book value.

MASTER REPURCHASE AGREEMENT: A written contract covering all future transactions between the parties to repurchase agreements that establishes each party’s rights in the transactions. A master agreement will often specify, among other things, the right of the buyer to liquidate the underlying securities in the event of default by the seller.

MATURITY DATE: The date on which the principal or face value of an investment becomes due and payable.

MONEY MARKET INSTRUMENT: Generally, a short-term debt instrument that is purchased from a broker, dealer, or bank. Sometimes the term “money market” with “short-term”, defines an instrument with no more than 12 months remaining from the purchase date until the maturity date. Sometimes the term “money market” is used more restrictively to mean only those instruments that have active secondary markets.

MORTGAGE-BACKED SECURITIES (MBS): Securities composed of, or collateralized by, loans that are themselves collateralized by liens on real property.

OFFER: The price asked by a seller of securities. (When purchasing securities, one asks for an offer.)

OPEN MARKET OPERATIONS: Purchases and sales of government and certain other securities in the open market by the New York Federal Reserve Bank as directed by the FOMC in order to influence the volume of money and credit in the economy. Purchases inject reserves into the bank system and stimulate growth of money and credit; sales have the opposite effect. Open market operations are the Federal Reserve’s most important and most flexible monetary policy tool.

OPPORTUNITY COST: The cost of pursuing one course of action measured in terms of the foregone return that could have been earned on an alternative course of action that was not undertaken.

PAR: See Face Value PFIA OR ACT: The Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended.

POOLED FUND GROUP: An internally created fund of an investing entity in which one or more institutional accounts of the investing entity are invested (as defined by the Public Funds Investment Act).

PREMIUM: The amount by which the price paid for a security exceeds its face value.

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PRIMARY DEALER: A group of government securities dealers that submit daily reports of market activity and positions and monthly financial statements to the Federal Reserve Bank of New York and are subject to its informal oversight. Primary dealers include Securities and Exchange Commission (SEC)-registered securities brokerdealers, banks, and a few unregulated firms.

PRINCIPAL: The face or par value of an instrument, exclusive of accrued interest.

PRUDENT PERSON RULE: An investment standard. In some states the law requires that a fiduciary, such as a trustee, may invest money only in a list of securities selected by the state. In other states the trustee may invest in a security if it is one which would be bought by a prudent person of discretion and intelligence who is seeking a reasonable income and preservation of capital.

QUALIFIED REPRESENTATIVE: A person who holds a position with - and is authorized to act on behalf of - a business organization (as defined by the Public Funds Investment Act).

RATE OF RETURN: The amount of income received from an investment, expressed as a percentage. A market rate of return is the yield that an investor can expect to receive in the current interest-rate environment utilizing a buy-and-hold to maturity investment strategy.

REINVESTMENT RATE: The interest rate earned on the reinvestment of coupon payments.

REINVESTMENT RATE RISK: The risk that the actual reinvestment rate falls short of the expected or assumed reinvestment rate.

REPURCHASE AGREEMENT (RP or REPO): An agreement of one party to sell securities at a specified price to a second party and a simultaneous agreement of the first party to repurchase the securities at a specified price on demand or at a specified later date. The difference between the selling price and the repurchase price provides the interest income to the party that provided the funds. Every transaction where a security is sold under an agreement to be repurchased is a repo from the seller/borrower’s point of view and a reverse repo from the buyer/lender’s point of view.

REVERSE REPURCHASE AGREEMENT: (See Repurchase Agreement) SAFEKEEPING: A procedure where securities are held by a third party acting as custodian for a fee.

SECONDARY MARKET: A market made for the purchase and sale of outstanding issues following the initial distribution.

SECURITIES AND EXCHANGE COMMISSION (SEC): Agency created by Congress to protect investors in securities transactions by administering securities legislation.

SECURITIES LENDING: The temporary transfer of securities by one party, the lender, to another, the borrower.

The securities borrower is required to provide acceptable assets as collateral to the securities lender in the form of cash or other securities. If the borrower provides securities as collateral to the lender, it pays a fee to borrow the lent securities. If it provides cash as collateral, the lender pays interest to the borrower and reinvests the cash at a higher rate.

SEC RULE 15C3-1: See Uniform Net Capital Rule STRUCTURED NOTES: Debt obligations whose principal or interest payments are determined by an index or formula.

SEPARATELY INVESTED ASSET: An account or fund of a state agency or local government that is not invested in a pooled fund group (as defined by the Public Funds Investment Act).

SPREAD: Most commonly used when referring to the difference between the bid and asked prices in a quote.

Additionally, it may also refer to additional basis points that a non-Treasury security earns over and above a Treasury with a comparable maturity date.

STRIPS: Separation of the principal and interest cash flows due from any interest-bearing securities into different financial instruments. Each coupon payment is separated from the underlying investment to create a separate 17

security. Each individual cash flow is sold at a discount. The amount of the discount and the time until the cash flow is paid determine the investor’s return.

SWAP: The trading of one asset for another. Sometimes used in active portfolio management to increase investment returns by “swapping” one type of security for another.

TOTAL RETURN: Interest income plus capital gains (or minus losses) on an investment.

TREASURY BILLS: A non-interest bearing discount security issued by the U.S. Treasury, generally having initial maturities of 3 months, 6 months, or 1 year.

TREASURY BONDS: Long-term, coupon bearing U.S. Treasury securities having initial maturities of more than 10 years.

TREASURY NOTES: Intermediate-term, coupon bearing U.S. Treasury securities having initial maturities of 2 - 10 years.

UNIFORM NET CAPITAL RULE: Securities and Exchange Commission requirement that member firms as well as nonmember broker-dealers in securities maintain a maximum ratio of indebtedness to liquid capital of 15 to 1; also called net capital rule and net capital ratio. Indebtedness covers all money owed to a firm, including margin loans and commitments to purchase securities, one reason new public issues are spread among members of underwriting syndicates. Liquid capital includes cash and assets easily converted into cash.

YIELD TO MATURITY (YTM): The promised return assuming all interest and principal payments are made and reinvested at the same rate taking into account price appreciation (if priced below par) or depreciation (if priced above par).

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APPENDIX A PUBLIC FUNDS INVESTMENT ACT

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GOVERNMENT CODE TITLE 10. GENERAL GOVERNMENT SUBTITLE F. STATE AND LOCAL CONTRACTS AND FUND MANAGEMENT CHAPTER 2256. PUBLIC FUNDS INVESTMENT

SUBCHAPTER A. AUTHORIZED INVESTMENTS FOR GOVERNMENTAL ENTITIES

Sec. 2256.001. SHORT TITLE. This chapter may be cited as the Public Funds Investment Act. Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995.

Sec. 2256.002. DEFINITIONS. In this chapter: (1) "Bond proceeds" means the proceeds from the sale of bonds, notes, and other obligations issued by an entity, and reserves and funds maintained by an entity for debt service purposes.

(2) "Book value" means the original acquisition cost of an investment plus or minus the accrued amortization or accretion.

(3) "Funds" means public funds in the custody of a state agency or local government that: (A) are not required by law to be deposited in the state treasury; and (B) the investing entity has authority to invest.

(4) "Institution of higher education" has the meaning assigned by Section 61.003, Education Code.

(5) "Investing entity" and "entity" mean an entity subject to this chapter and described by Section 2256.003.

(6) "Investment pool" means an entity created under this code to invest public funds jointly on behalf of the entities that participate in the pool and whose investment objectives in order of priority are: (A) preservation and safety of principal; (B) liquidity; and (C) yield.

(7) "Local government" means a municipality, a county, a school district, a district or authority created under Section 52(b)(1) or (2), Article III, or Section 59, Article XVI, Texas Constitution, a fresh water supply

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district, a hospital district, and any political subdivision, authority, public corporation, body politic, or instrumentality of the State of Texas, and any nonprofit corporation acting on behalf of any of those entities.

(8) "Market value" means the current face or par value of an investment multiplied by the net selling price of the security as quoted by a recognized market pricing source quoted on the valuation date.

(9) "Pooled fund group" means an internally created fund of an investing entity in which one or more institutional accounts of the investing entity are invested.

(10) "Qualified representative" means a person who holds a position with a business organization, who is authorized to act on behalf of the business organization, and who is one of the following: (A) for a business organization doing business that is regulated by or registered with a securities commission, a person who is registered under the rules of the National Association of Securities Dealers; (B) for a state or federal bank, a savings bank, or a state or federal credit union, a member of the loan committee for the bank or branch of the bank or a person authorized by corporate resolution to act on behalf of and bind the banking institution; (C) for an investment pool, the person authorized by the elected official or board with authority to administer the activities of the investment pool to sign the written instrument on behalf of the investment pool; or (D) for an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or, if not subject to registration under that Act, registered with the State Securities Board, a person who is an officer or principal of the investment management firm.

(11) "School district" means a public school district.

(12) "Separately invested asset" means an account or fund of a state agency or local government that is not invested in a pooled fund group.

(13) "State agency" means an office, department, commission, board, or other agency that is part of any branch of state government, an institution of higher education, and any nonprofit corporation acting on behalf of any of those entities.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1421, Sec. 1, eff.

Sept. 1, 1997; Acts 1999, 76th Leg., ch. 1454, Sec. 1, eff. Sept. 1, 1999.

Sec. 2256.003. AUTHORITY TO INVEST FUNDS; ENTITIES SUBJECT TO THIS CHAPTER. (a) Each governing body of the following entities may purchase, sell, and invest its funds and funds under its control in 21

investments authorized under this subchapter in compliance with investment policies approved by the governing body and according to the standard of care prescribed by Section 2256.006: (1) a local government; (2) a state agency; (3) a nonprofit corporation acting on behalf of a local government or a state agency; or (4) an investment pool acting on behalf of two or more local governments, state agencies, or a combination of those entities. (b) In the exercise of its powers under Subsection (a), the governing body of an investing entity may contract with an investment management firm registered under the Investment 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. A contract made under authority of this subsection may not be for a term longer than two years. A renewal or extension of the contract must be made by the governing body of the investing entity by order, ordinance, or resolution. (c) This chapter does not prohibit an investing entity or investment officer from using the entity's employees or the services of a contractor of the entity to aid the investment officer in the execution of the officer's duties under this chapter.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1999, 76th Leg., ch. 1454, Sec. 2, eff.

Sept. 1, 1999.

Sec. 2256.004. APPLICABILITY. (a) This subchapter does not apply to: (1) a public retirement system as defined by Section 802.001; (2) state funds invested as authorized by Section 404.024; (3) an institution of higher education having total endowments of at least $95 million in book value on May 1, 1995; (4) funds invested by the Veterans' Land Board as authorized by Chapter 161, 162, or 164, Natural Resources Code; (5) registry funds deposited with the county or district clerk under Chapter 117, Local Government Code; or (6) a deferred compensation plan that qualifies under either Section 401(k) or 457 of the Internal Revenue Code of 1986 (26 U.S.C. Section 1 et seq.), as amended.

22

(b) This subchapter does not apply to an investment donated to an investing entity for a particular purpose or under terms of use specified by the donor.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 505, Sec. 24, eff.

Sept. 1, 1997; Acts 1997, 75th Leg., ch. 1421, Sec. 2, eff. Sept. 1, 1997; Acts 1999, 76th Leg., ch. 62, Sec. 8.21, eff. Sept. 1, 1999; Acts 1999, 76th Leg., ch. 1454, Sec. 3, eff. Sept. 1, 1999.

Sec. 2256.005. INVESTMENT POLICIES; INVESTMENT STRATEGIES; INVESTMENT OFFICER. (a) The governing body of an investing entity shall adopt by rule, order, ordinance, or resolution, as appropriate, a written investment policy regarding the investment of its funds and funds under its control. (b) The investment policies must: (1) be written; (2) primarily emphasize safety of principal and liquidity; (3) address investment diversification, yield, and maturity and the quality and capability of investment management; and (4) include: (A) a list of the types of authorized investments in which the investing entity's funds may be invested; (B) the maximum allowable stated maturity of any individual investment owned by the entity; (C) for pooled fund groups, the maximum dollar-weighted average maturity allowed based on the stated maturity date for the portfolio; (D) methods to monitor the market price of investments acquired with public funds; (E) a requirement for settlement of all transactions, except investment pool funds and mutual funds, on a delivery versus payment basis; and (F) procedures to monitor rating changes in investments acquired with public funds and the liquidation of such investments consistent with the provisions of Section 2256.021. (c) The investment policies may provide that bids for certificates of deposit be solicited: (1) orally; (2) in writing; (3) electronically; or 23

(4) in any combination of those methods. (d) As an integral part of an investment policy, the governing body shall adopt a separate written investment strategy for each of the funds or group of funds under its control. Each investment strategy must describe the investment objectives for the particular fund using the following priorities in order of importance: (1) understanding of the suitability of the investment to the financial requirements of the entity; (2) preservation and safety of principal; (3) liquidity; (4) marketability of the investment if the need arises to liquidate the investment before maturity; (5) diversification of the investment portfolio; and (6) yield. (e) The governing body of an investing entity shall review its investment policy and investment strategies not less than annually. The governing body shall adopt a written instrument by rule, order, ordinance, or resolution stating that it has reviewed the investment policy and investment strategies and that the written instrument so adopted shall record any changes made to either the investment policy or investment strategies. (f) Each investing entity shall designate, by rule, order, ordinance, or resolution, as appropriate, one or more officers or employees of the state agency, local government, or investment pool as investment officer to be responsible for the investment of its funds consistent with the investment policy adopted by the entity. If the governing body of an investing entity has contracted with another investing entity to invest its funds, the investment officer of the other investing entity is considered to be the investment officer of the first investing entity for purposes of this chapter. Authority granted to a person to invest an entity's funds is effective until rescinded by the investing entity, until the expiration of the officer's term or the termination of the person's employment by the investing entity, or if an investment management firm, until the expiration of the contract with the investing entity.

In the

administration of the duties of an investment officer, the person designated as investment officer shall exercise the judgment and care, under prevailing circumstances, that a prudent person would exercise in the management of the person's own affairs, but the governing body of the investing entity retains ultimate responsibility as fiduciaries of the assets of the entity. Unless authorized by law, a person may not deposit, withdraw, transfer, or manage in any other manner the funds of the investing entity. (g) Subsection (f) does not apply to a state agency, local government, or investment pool for which an officer of the entity is assigned by law the function of investing its funds.

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Text of subsec. (h) as amended by Acts 1997, 75th Leg., ch. 685, Sec. 1

(h) An officer or employee of a commission created under Chapter 391, Local Government Code, is ineligible to be an investment officer for the commission under Subsection (f) if the officer or employee is an investment officer designated under Subsection (f) for another local government.

Text of subsec. (h) as amended by Acts 1997, 75th Leg., ch. 1421, Sec. 3

(h) An officer or employee of a commission created under Chapter 391, Local Government Code, is ineligible to be designated as an investment officer under Subsection (f) for any investing entity other than for that commission. (i) An investment officer of an entity who has a personal business relationship with a business organization offering to engage in an investment transaction with the entity shall file a statement disclosing that personal business interest. An investment officer who is related within the second degree by affinity or consanguinity, as determined under Chapter 573, to an individual seeking to sell an investment to the investment officer's entity shall file a statement disclosing that relationship. A statement required under this subsection must be filed with the Texas Ethics Commission and the governing body of the entity. For purposes of this subsection, an investment officer has a personal business relationship with a business organization if: (1) the investment officer owns 10 percent or more of the voting stock or shares of the business organization or owns $5,000 or more of the fair market value of the business organization; (2) funds received by the investment officer from the business organization exceed 10 percent of the investment officer's gross income for the previous year; or (3) the investment officer has acquired from the business organization during the previous year investments with a book value of $2,500 or more for the personal account of the investment officer. (j) The governing body of an investing entity may specify in its investment policy that any investment authorized by this chapter is not suitable. (k) A written copy of the investment policy shall be presented to any person offering to engage in an investment transaction with an investing entity or to an investment management firm under contract with an investing entity to invest or manage the entity's investment portfolio. For purposes of this subsection, a business organization includes investment pools and an investment management firm under contract with an investing entity 25

to invest or manage the entity's investment portfolio. Nothing in this subsection relieves the investing entity of the responsibility for monitoring the investments made by the investing entity to determine that they are in compliance with the investment policy. The qualified representative of the business organization offering to engage in an investment transaction with an investing entity shall execute a written instrument in a form acceptable to the investing entity and the business organization substantially to the effect that the business organization has: (1) received and reviewed the investment policy of the entity; and (2) acknowledged that the business organization has implemented reasonable procedures and controls in an effort to preclude investment transactions conducted between the entity and the organization that are not authorized by the entity's investment policy, except to the extent that this authorization is dependent on an analysis of the makeup of the entity's entire portfolio or requires an interpretation of subjective investment standards. (l) The investment officer of an entity may not acquire or otherwise obtain any authorized investment described in the investment policy of the investing entity from a person who has not delivered to the entity the instrument required by Subsection (k). (m) An investing entity other than a state agency, in conjunction with its annual financial audit, shall perform a compliance audit of management controls on investments and adherence to the entity's established investment policies. (n) Except as provided by Subsection (o), at least once every two years a state agency shall arrange for a compliance audit of management controls on investments and adherence to the agency's established investment policies. The compliance audit shall be performed by the agency's internal auditor or by a private auditor employed in the manner provided by Section 321.020. Not later than January 1 of each even-numbered year a state agency shall report the results of the most recent audit performed under this subsection to the state auditor. Subject to a risk assessment and to the legislative audit committee's approval of including a review by the state auditor in the audit plan under Section 321.013, the state auditor may review information provided under this section. If review by the state auditor is approved by the legislative audit committee, the state auditor may, based on its review, require a state agency to also report to the state auditor other information the state auditor determines necessary to assess compliance with laws and policies applicable to state agency investments. A report under this subsection shall be prepared in a manner the state auditor prescribes. (o) The audit requirements of Subsection (n) do not apply to assets of a state agency that are invested by the comptroller under Section 404.024.

26

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 685, Sec. 1, eff.

Sept. 1, 1997; Acts 1997, 75th Leg., ch. 1421, Sec. 3, eff. Sept. 1, 1997; Acts 1999, 76th Leg., ch. 1454, Sec. 4, eff. Sept. 1, 1999; Acts 2003, 78th Leg., ch. 785, Sec. 41, eff. Sept. 1, 2003.

Amended by: Acts 2011, 82nd Leg., R.S., Ch. 1004, Sec. 1, eff. June 17, 2011.

Sec. 2256.006. STANDARD OF CARE. (a) Investments shall 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. Investment of funds shall be governed by the following investment objectives, in order of priority: (1) preservation and safety of principal; (2) liquidity; and (3) yield. (b) In determining whether an investment officer has exercised prudence with respect to an investment decision, the determination shall be made taking into consideration: (1) the investment of all funds, or funds under the entity's control, over which the officer had responsibility rather than a consideration as to the prudence of a single investment; and (2) whether the investment decision was consistent with the written investment policy of the entity.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995.

Sec. 2256.007. INVESTMENT TRAINING; STATE AGENCY BOARD MEMBERS AND OFFICERS. (a) Each member of the governing board of a state agency and its investment officer shall attend at least one training session relating to the person's responsibilities under this chapter within six months after taking office or assuming duties. (b) The Texas Higher Education Coordinating Board shall provide the training under this section. (c) Training under this section must include education in investment controls, security risks, strategy risks, market risks, diversification of investment portfolio, and compliance with this chapter. (d) An investment officer shall attend a training session not less than once each state fiscal biennium and may receive training from any independent source approved by the governing body of the state agency. The 27

investment officer shall prepare a report on this subchapter and deliver the report to the governing body of the state agency not later than the 180th day after the last day of each regular session of the legislature.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 73, Sec. 1, eff. May 9, 1997; Acts 1997, 75th Leg., ch. 1421, Sec. 4, eff. Sept. 1, 1997; Acts 1999, 76th Leg., ch. 1454, Sec. 5, eff.

Sept. 1, 1999.

Amended by: Acts 2011, 82nd Leg., R.S., Ch. 1004, Sec. 2, eff. June 17, 2011.

Sec. 2256.008. INVESTMENT TRAINING;

LOCAL GOVERNMENTS.

(a) Except as provided by

Subsections (b) and (e), the treasurer, the chief financial officer if the treasurer is not the chief financial officer, and the investment officer of a local government shall: (1) attend at least one training session from an independent source approved by the governing body of the local government or a designated investment committee advising the investment officer as provided for in the investment policy of the local government and containing at least 10 hours of instruction relating to the treasurer's or officer's responsibilities under this subchapter within 12 months after taking office or assuming duties; and (2) except as provided by Subsections (b) and (e), attend an investment training session not less than once in a two-year period that begins on the first day of that local government's fiscal year and consists of the two consecutive fiscal years after that date, and receive not less than 10 hours of instruction relating to investment responsibilities under this subchapter from an independent source approved by the governing body of the local government or a designated investment committee advising the investment officer as provided for in the investment policy of the local government. (b) An investing entity created under authority of Section 52(b), Article III, or Section 59, Article XVI, Texas Constitution, that has contracted with an investment management firm under Section 2256.003(b) and has fewer than five full-time employees or an investing entity that has contracted with another investing entity to invest the entity's funds may satisfy the training requirement provided by Subsection (a)(2) by having an officer of the governing body attend four hours of appropriate instruction in a two-year period that begins on the first day of that local government's fiscal year and consists of the two consecutive fiscal years after that date. The treasurer or chief financial officer of an investing entity created under authority of Section 52(b), Article III, or Section 59, Article XVI,

28

Texas Constitution, and that has fewer than five full-time employees is not required to attend training required by this section unless the person is also the investment officer of the entity. (c) Training under this section must include education in investment controls, security risks, strategy risks, market risks, diversification of investment portfolio, and compliance with this chapter. (d) Not later than December 31 each year, each individual, association, business, organization, governmental entity, or other person that provides training under this section shall report to the comptroller a list of the governmental entities for which the person provided required training under this section during that calendar year. An individual's reporting requirements under this subsection are satisfied by a report of the individual's employer or the sponsoring or organizing entity of a training program or seminar. (e) This section does not apply to a district governed by Chapter 36 or 49, Water Code.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1421, Sec. 5, eff.

Sept. 1, 1997; Acts 1999, 76th Leg., ch. 1454, Sec. 6, eff. Sept. 1, 1999; Acts 2001, 77th Leg., ch. 69, Sec. 4, eff.

May 14, 2001.

Amended by: Acts 2011, 82nd Leg., R.S., Ch. 1004, Sec. 3, eff. June 17, 2011.

Sec. 2256.009. AUTHORIZED

INVESTMENTS:

OBLIGATIONS

OF,

OR

GUARANTEED

BY

GOVERNMENTAL ENTITIES. (a) Except as provided by Subsection (b), the following are authorized investments under this subchapter: (1) obligations, including letters of credit, of the United States or its agencies and instrumentalities; (2) direct obligations of this state 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, this state 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; and (6) bonds issued, assumed, or guaranteed by the State of Israel.

29

(b) The following are not authorized investments under this section: (1) obligations whose payment represents the coupon payments on the outstanding principal balance 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 collateral and bears no interest; (3) collateralized mortgage obligations that have a stated final maturity date 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.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1999, 76th Leg., ch. 1454, Sec. 7, eff.

Sept. 1, 1999; Acts 2001, 77th Leg., ch. 558, Sec. 1, eff. Sept. 1, 2001.

Amended by: Acts 2011, 82nd Leg., R.S., Ch. 1004, Sec. 4, eff. June 17, 2011.

Sec.

2256.010. AUTHORIZED

INVESTMENTS: CERTIFICATES

OF

DEPOSIT

AND

SHARE

CERTIFICATES. (a) A certificate of deposit or share certificate is an authorized investment under this subchapter if the certificate is issued by a depository institution that has its main office or a branch office in this state and is: (1) guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Share Insurance Fund or its successor; (2) secured by obligations that are described by Section 2256.009(a), including mortgage backed securities directly issued by a federal agency or instrumentality that have a market value of not less than the principal amount of the certificates, but excluding those mortgage backed securities of the nature described by Section 2256.009(b); or (3) secured in any other manner and amount provided by law for deposits of the investing entity. (b) In addition to the authority to invest funds in certificates of deposit under Subsection (a), an investment in certificates of deposit made in accordance with the following conditions is an authorized investment under this subchapter: (1) the funds are invested by an investing entity through: (A) a broker that has its main office or a branch office in this state and is selected from a list adopted by the investing entity as required by Section 2256.025; or 30

(B) a depository institution that has its main office or a branch office in this state and that is selected by the investing entity; (2) the broker or the depository institution selected by the investing entity under Subdivision (1) 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 investing entity; (3) 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 (4) the investing entity appoints the depository institution selected by the investing entity under Subdivision (1), 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 15c33 (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 investing entity.

Amended by Acts 1995, 74th Leg., ch. 32, Sec. 1, eff. April 28, 1995; Acts 1995, 74th Leg., ch. 402, Sec. 1, eff.

Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1421, Sec. 6, eff. Sept. 1, 1997.

Amended by: Acts 2005, 79th Leg., Ch. 128, Sec. 1, eff. September 1, 2005.

Acts 2011, 82nd Leg., R.S., Ch. 1004, Sec. 5, eff. June 17, 2011.

Sec. 2256.011. AUTHORIZED

INVESTMENTS:

REPURCHASE

AGREEMENTS.

(a) A

fully

collateralized repurchase agreement is an authorized investment under this subchapter if the repurchase agreement: (1) has a defined termination date; (2) is secured by a combination of cash and obligations described by Section 2256.009(a)(1); and (3) requires the securities being purchased by the entity or cash held by the entity to be pledged to the entity, held in the entity's name, and deposited at the time the investment is made with the entity or with a third party selected and approved by the entity; and (4) is placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this state. (b) In this section, "repurchase agreement" means a simultaneous agreement to buy, hold for a specified time, and sell back at a future date obligations described by Section 2256.009(a)(1), at a market value at the time 31

the funds are disbursed of not less than the principal amount of the funds disbursed. The term includes a direct security repurchase agreement and a reverse security repurchase agreement. (c) Notwithstanding any other law, the term of any reverse security repurchase agreement may not exceed 90 days after the date the reverse security repurchase agreement is delivered. (d) Money received by an entity under the terms of a reverse security repurchase agreement shall be used to acquire additional authorized investments, but the term of the authorized investments acquired must mature not later than the expiration date stated in the reverse security repurchase agreement.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995.

Amended by: Acts 2011, 82nd Leg., R.S., Ch. 1004, Sec. 6, eff. June 17, 2011.

Sec. 2256.0115. AUTHORIZED INVESTMENTS: SECURITIES LENDING PROGRAM. (a) A securities lending program is an authorized investment under this subchapter if it meets the conditions provided by this section. (b) To qualify as an authorized investment under this subchapter: (1) the value of securities loaned under the program must be not less than 100 percent collateralized, including accrued income; (2) a loan made under the program must allow for termination at any time; (3) a loan made under the program must be secured by: (A) pledged securities described by Section 2256.009; (B) pledged irrevocable letters of credit issued by a bank that is: (i) organized and existing under the laws of the United States or any other state; and (ii) continuously rated by at least one nationally recognized investment rating firm at not less than A or its equivalent; or (C) cash invested in accordance with Section: (i) 2256.009; (ii) 2256.013; (iii) 2256.014; or (iv) 2256.016; 32

(4) the terms of a loan made under the program must require that the securities being held as collateral be: (A) pledged to the investing entity; (B) held in the investing entity's name; and (C) deposited at the time the investment is made with the entity or with a third party selected by or approved by the investing entity; (5) a loan made under the program must be placed through: (A) a primary government securities dealer, as defined by 5 C.F.R. Section 6801.102(f), as that regulation existed on September 1, 2003; or (B) a financial institution doing business in this state; and (6) an agreement to lend securities that is executed under this section must have a term of one year or less.

Added by Acts 2003, 78th Leg., ch. 1227, Sec. 1, eff. Sept. 1, 2003.

Sec. 2256.012. AUTHORIZED INVESTMENTS: BANKER'S ACCEPTANCES. A bankers' acceptance is an authorized investment under this subchapter if the bankers' acceptance: (1) has a stated maturity of 270 days or fewer from the date of its issuance; (2) will be, in accordance with its terms, liquidated in full at maturity; (3) is eligible for collateral for borrowing from a Federal Reserve Bank; and (4) is accepted by a bank organized and existing under the laws of the United States or any state, if the short-term obligations of the bank, or of a bank holding company of which the bank is the largest subsidiary, are rated not less than A-1 or P-1 or an equivalent rating by at least one nationally recognized credit rating agency.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995.

Sec. 2256.013. AUTHORIZED INVESTMENTS:

COMMERCIAL PAPER.

Commercial paper is an

authorized investment under this subchapter if the commercial paper: (1) has a stated maturity of 270 days or fewer from the date of its issuance; and (2) is rated not less than A-1 or P-1 or an equivalent rating by at least: (A) two nationally recognized credit rating agencies; or

33

(B) one nationally recognized credit rating agency and is fully secured by an irrevocable letter of credit issued by a bank organized and existing under the laws of the United States or any state.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995.

Sec. 2256.014. AUTHORIZED INVESTMENTS: MUTUAL FUNDS. (a) A no-load money market mutual fund is an authorized investment under this subchapter if the mutual fund: (1) is registered with and regulated by the Securities and Exchange Commission; (2) provides the investing entity with a prospectus and other information required by the Securities Exchange Act of 1934 (15 U.S.C. Section 78a et seq.) or the Investment Company Act of 1940 (15 U.S.C. Section 80a-1 et seq.); (3) has a dollar-weighted average stated maturity of 90 days or fewer; and (4) includes in its investment objectives the maintenance of a stable net asset value of $1 for each share. (b) In addition to a no-load money market mutual fund permitted as an authorized investment in Subsection (a), a no-load mutual fund is an authorized investment under this subchapter if the mutual fund: (1) is registered with the Securities and Exchange Commission; (2) has an average weighted maturity of less than two years; (3) is invested exclusively in obligations approved by this subchapter; (4) is continuously rated as to investment quality by at least one nationally recognized investment rating firm of not less than AAA or its equivalent; and (5) conforms to the requirements set forth in Sections 2256.016(b) and (c) relating to the eligibility of investment pools to receive and invest funds of investing entities. (c) An entity is not authorized by this section to: (1) invest in the aggregate more than 15 percent of its monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service, in mutual funds described in Subsection (b); (2) invest any portion of bond proceeds, reserves and funds held for debt service, in mutual funds described in Subsection (b); or (3) invest its funds or funds under its control, including bond proceeds and reserves and other funds held for debt service, in any one mutual fund described in Subsection (a) or (b) in an amount that exceeds 10 percent of the total assets of the mutual fund.

34

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1421, Sec. 7, eff.

Sept. 1, 1997; Acts 1999, 76th Leg., ch. 1454, Sec. 8, eff. Sept. 1, 1999.

Sec. 2256.015. AUTHORIZED INVESTMENTS:

GUARANTEED INVESTMENT CONTRACTS.

(a)

A

guaranteed investment contract is an authorized investment for bond proceeds under this subchapter if the guaranteed investment contract: (1) has a defined termination date; (2) is secured by obligations described by Section 2256.009(a)(1), excluding those obligations described by Section 2256.009(b), in an amount at least equal to the amount of bond proceeds invested under the contract; and (3) is pledged to the entity and deposited with the entity or with a third party selected and approved by the entity. (b) Bond proceeds, other than bond proceeds representing reserves and funds maintained for debt service purposes, may not be invested under this subchapter in a guaranteed investment contract with a term of longer than five years from the date of issuance of the bonds. (c) To be eligible as an authorized investment: (1) the governing body of the entity must specifically authorize guaranteed investment contracts as an eligible investment in the order, ordinance, or resolution authorizing the issuance of bonds; (2) the entity must receive bids from at least three separate providers with no material financial interest in the bonds from which proceeds were received; (3) the entity must purchase the highest yielding guaranteed investment contract for which a qualifying bid is received; (4) the price of the guaranteed investment contract must take into account the reasonably expected drawdown schedule for the bond proceeds to be invested; and (5) the provider must certify the administrative costs reasonably expected to be paid to third parties in connection with the guaranteed investment contract.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1421, Sec. 8, eff.

Sept. 1, 1997; Acts 1999, 76th Leg., ch. 1454, Sec. 9, 10, eff. Sept. 1, 1999.

35

Sec. 2256.016. AUTHORIZED INVESTMENTS:

INVESTMENT POOLS.

(a) An entity may invest its

funds and funds under its control through an eligible investment pool if the governing body of the entity by rule, order, ordinance, or resolution, as appropriate, authorizes investment in the particular pool. An investment pool shall invest the funds it receives from entities in authorized investments permitted by this subchapter. An investment pool may invest its funds in money market mutual funds to the extent permitted by and consistent with this subchapter and the investment policies and objectives adopted by the investment pool. (b) To be eligible to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must furnish to the investment officer or other authorized representative of the entity an offering circular or other similar disclosure instrument that contains, at a minimum, the following information: (1) the types of investments in which money is allowed to be invested; (2) the maximum average dollar-weighted maturity allowed, based on the stated maturity date, of the pool; (3) the maximum stated maturity date any investment security within the portfolio has; (4) the objectives of the pool; (5) the size of the pool; (6) the names of the members of the advisory board of the pool and the dates their terms expire; (7) the custodian bank that will safekeep the pool's assets; (8) whether the intent of the pool is to maintain a net asset value of one dollar and the risk of market price fluctuation; (9) whether the only source of payment is the assets of the pool at market value or whether there is a secondary source of payment, such as insurance or guarantees, and a description of the secondary source of payment; (10) the name and address of the independent auditor of the pool; (11) the requirements to be satisfied for an entity to deposit funds in and withdraw funds from the pool and any deadlines or other operating policies required for the entity to invest funds in and withdraw funds from the pool; and (12) the performance history of the pool, including yield, average dollar-weighted maturities, and expense ratios. (c) To maintain eligibility to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must furnish to the investment officer or other authorized representative of the entity: 36

(1) investment transaction confirmations; and (2) a monthly report that contains, at a minimum, the following information: (A) the types and percentage breakdown of securities in which the pool is invested; (B) the current average dollar-weighted maturity, based on the stated maturity date, of the pool; (C) the current percentage of the pool's portfolio in investments that have stated maturities of more than one year; (D) the book value versus the market value of the pool's portfolio, using amortized cost valuation; (E) the size of the pool; (F) the number of participants in the pool; (G) the custodian bank that is safekeeping the assets of the pool; (H) a listing of daily transaction activity of the entity participating in the pool; (I) the yield and expense ratio of the pool, including a statement regarding how yield is calculated; (J) the portfolio managers of the pool; and (K) any changes or addenda to the offering circular. (d) An entity by contract may delegate to an investment pool the authority to hold legal title as custodian of investments purchased with its local funds. (e) In this section, "yield" shall be calculated in accordance with regulations governing the registration of open-end management investment companies under the Investment Company Act of 1940, as promulgated from time to time by the federal Securities and Exchange Commission. (f) To be eligible to receive funds from and invest funds on behalf of an entity under this chapter, a public funds investment pool created to function as a money market mutual fund must mark its portfolio to market daily, and, to the extent reasonably possible, stabilize at a $1 net asset value. If the ratio of the market value of the portfolio divided by the book value of the portfolio is less than 0.995 or greater than 1.005, portfolio holdings shall be sold as necessary to maintain the ratio between 0.995 and 1.005. In addition to the requirements of its investment policy and any other forms of reporting, a public funds investment pool created to function as a money market mutual fund shall report yield to its investors in accordance with regulations of the federal Securities and Exchange Commission applicable to reporting by money market funds.

37

(g) To be eligible to receive funds from and invest funds on behalf of an entity under this chapter, a public funds investment pool must have an advisory board composed: (1) equally of participants in the pool and other persons who do not have a business relationship with the pool and are qualified to advise the pool, for a public funds investment pool created under Chapter 791 and managed by a state agency; or (2) of participants in the pool and other persons who do not have a business relationship with the pool and are qualified to advise the pool, for other investment pools. (h) To maintain eligibility to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must be continuously rated no lower than AAA or AAA-m or at an equivalent rating by at least one nationally recognized rating service. (i) If the investment pool operates an Internet website, the information in a disclosure instrument or report described in Subsections (b), (c)(2), and (f) must be posted on the website. (j) To maintain eligibility to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must make available to the entity an annual audited financial statement of the investment pool in which the entity has funds invested. (k) If an investment pool offers fee breakpoints based on fund balances invested, the investment pool in advertising investment rates must include either all levels of return based on the breakpoints provided or state the lowest possible level of return based on the smallest level of funds invested.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1421, Sec. 9, eff.

Sept. 1, 1997.

Amended by: Acts 2011, 82nd Leg., R.S., Ch. 1004, Sec. 7, eff. June 17, 2011.

Sec. 2256.017. EXISTING INVESTMENTS. An entity is not required to liquidate investments that were authorized investments at the time of purchase.

Added by Acts 1995, 74th Leg., ch. 76, Sec. 5.46(a), eff. Sept. 1, 1995; Acts 1995, 74th Leg., ch. 402, Sec. 1, eff.

Sept. 1, 1995. Amended by Acts 1997, 75th Leg., ch. 1421, Sec. 10, eff. Sept. 1, 1997.

38

Sec. 2256.019. RATING OF CERTAIN INVESTMENT POOLS. A public funds investment pool must be continuously rated no lower than AAA or AAA-m or at an equivalent rating by at least one nationally recognized rating service.

Added by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995. Amended by Acts 1997, 75th Leg., ch. 1421, Sec. 11, eff. Sept. 1, 1997.

Amended by: Acts 2011, 82nd Leg., R.S., Ch. 1004, Sec. 8, eff. June 17, 2011.

Sec. 2256.020. AUTHORIZED INVESTMENTS: INSTITUTIONS OF HIGHER EDUCATION. In addition to the authorized investments permitted by this subchapter, an institution of higher education may purchase, sell, and invest its funds and funds under its control in the following: (1) cash management and fixed income funds sponsored by organizations exempt from federal income taxation under Section 501(f), Internal Revenue Code of 1986 (26 U.S.C. Section 501(f)); (2) negotiable certificates of deposit issued by a bank that has a certificate of deposit rating of at least 1 or the equivalent by a nationally recognized credit rating agency or that is associated with a holding company having a commercial paper rating of at least A-1, P-1, or the equivalent by a nationally recognized credit rating agency; and (3) corporate bonds, debentures, or similar debt obligations rated by a nationally recognized investment rating firm in one of the two highest long-term rating categories, without regard to gradations within those categories.

Added by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995.

Sec. 2256.0201. AUTHORIZED INVESTMENTS; MUNICIPAL UTILITY. (a) A municipality that owns a municipal electric utility that is engaged in the distribution and sale of electric energy or natural gas to the public may enter into a hedging contract and related security and insurance agreements in relation to fuel oil, natural gas, coal, nuclear fuel, and electric energy to protect against loss due to price fluctuations. A hedging transaction must comply with the regulations of the Commodity Futures Trading Commission and the Securities and Exchange Commission. If there is a conflict between the municipal charter of the municipality and this chapter, this chapter prevails.

39

(b) A payment by a municipally owned electric or gas utility under a hedging contract or related agreement in relation to fuel supplies or fuel reserves is a fuel expense, and the utility may credit any amounts it receives under the contract or agreement against fuel expenses. (c) The governing body of a municipally owned electric or gas utility or the body vested with power to manage and operate the municipally owned electric or gas utility may set policy regarding hedging transactions. (d) In this section, "hedging" means the buying and selling of fuel oil, natural gas, coal, nuclear fuel, and electric energy futures or options or similar contracts on those commodities and related transportation costs as a protection against loss due to price fluctuation.

Added by Acts 1999, 76th Leg., ch. 405, Sec. 48, eff. Sept. 1, 1999.

Amended by: Acts 2007, 80th Leg., R.S., Ch. 7, Sec. 1, eff. April 13, 2007.

Sec. 2256.0202. AUTHORIZED INVESTMENTS: MUNICIPAL FUNDS FROM MANAGEMENT AND DEVELOPMENT OF MINERAL RIGHTS. (a) In addition to other investments authorized under this subchapter, a municipality may invest funds received by the municipality from a lease or contract for the management and development of land owned by the municipality and leased for oil, gas, or other mineral development in any investment authorized to be made by a trustee under Subtitle B, Title 9, Property Code (Texas Trust Code). (b) Funds invested by a municipality under this section shall be segregated and accounted for separately from other funds of the municipality.

Added by Acts 2009, 81st Leg., R.S., Ch. 1371, Sec. 1, eff. September 1, 2009.

Sec. 2256.0203. AUTHORIZED INVESTMENTS: PORTS AND NAVIGATION DISTRICTS. (a) In this section, "district" means a navigation district organized under Section 52, Article III, or Section 59, Article XVI, Texas Constitution. (b) In addition to the authorized investments permitted by this subchapter, a port or district may purchase, sell, and invest its funds and funds under its control in negotiable certificates of deposit issued by a bank that has a certificate of deposit rating of at least 1 or the equivalent by a nationally recognized credit rating agency or that is associated with a holding company having a commercial paper rating of at least A-1, P-1, or the equivalent by a nationally recognized credit rating agency.

Added by Acts 2011, 82nd Leg., R.S., Ch. 804, Sec. 1, eff. September 1, 2011.

40

Sec. 2256.0204. AUTHORIZED INVESTMENTS: INDEPENDENT SCHOOL DISTRICTS.

(a) In this

section, "corporate bond" means a senior secured debt obligation issued by a domestic business entity and rated not lower than "AA-" or the equivalent by a nationally recognized investment rating firm. The term does not include a debt obligation that: (1) on conversion, would result in the holder becoming a stockholder or shareholder in the entity, or any affiliate or subsidiary of the entity, that issued the debt obligation; or (2) is an unsecured debt obligation. (b) This section applies only to an independent school district that qualifies as an issuer as defined by Section 1371.001. (c) In addition to authorized investments permitted by this subchapter, an independent school district subject to this section may purchase, sell, and invest its funds and funds under its control in corporate bonds that, at the time of purchase, are rated by a nationally recognized investment rating firm "AA-" or the equivalent and have a stated final maturity that is not later than the third anniversary of the date the corporate bonds were purchased. (d) An independent school district subject to this section is not authorized by this section to: (1) invest in the aggregate more than 15 percent of its monthly average fund balance, excluding bond proceeds, reserves, and other funds held for the payment of debt service, in corporate bonds; or (2) invest more than 25 percent of the funds invested in corporate bonds in any one domestic business entity, including subsidiaries and affiliates of the entity. (e) An independent school district subject to this section may purchase, sell, and invest its funds and funds under its control in corporate bonds if the governing body of the district: (1) amends its investment policy to authorize corporate bonds as an eligible investment; (2) adopts procedures to provide for: (A) monitoring rating changes in corporate bonds acquired with public funds; and (B) liquidating the investment in corporate bonds; and (3) identifies the funds eligible to be invested in corporate bonds. (f) The investment officer of an independent school district, acting on behalf of the district, shall sell corporate bonds in which the district has invested its funds not later than the seventh day after the date a nationally recognized investment rating firm:

41

(1) issues a release that places the corporate bonds or the domestic business entity that issued the corporate bonds on negative credit watch or the equivalent, if the corporate bonds are rated "AA-" or the equivalent at the time the release is issued; or (2) changes the rating on the corporate bonds to a rating lower than "AA-" or the equivalent. (g) Corporate bonds are not an eligible investment for a public funds investment pool.

Added by Acts 2011, 82nd Leg., R.S., Ch. 1347, Sec. 1, eff. June 17, 2011.

Sec. 2256.0205. AUTHORIZED INVESTMENTS; DECOMMISSIONING TRUST. (a) In this section: (1) "Decommissioning trust" means a trust created to provide the Nuclear Regulatory Commission assurance that funds will be available for decommissioning purposes as required under 10 C.F.R. Part 50 or other similar regulation.

(2) "Funds" includes any money held in a decommissioning trust regardless of whether the money is considered to be public funds under this subchapter. (b) In addition to other investments authorized under this subchapter, a municipality that owns a municipal electric utility that is engaged in the distribution and sale of electric energy or natural gas to the public may invest funds held in a decommissioning trust in any investment authorized by Subtitle B, Title 9, Property Code.

Added by Acts 2005, 79th Leg., Ch. 121, Sec. 1, eff. September 1, 2005.

Sec. 2256.021. EFFECT OF LOSS OF REQUIRED RATING. An investment that requires a minimum rating under this subchapter does not qualify as an authorized investment during the period the investment does not have the minimum rating. An entity shall take all prudent measures that are consistent with its investment policy to liquidate an investment that does not have the minimum rating.

Added by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995.

Sec. 2256.022. EXPANSION OF INVESTMENT AUTHORITY. Expansion of investment authority granted by this chapter shall require a risk assessment by the state auditor or performed at the direction of the state auditor, subject to the legislative audit committee's approval of including the review in the audit plan under Section 321.013.

Added by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995. Amended by Acts 2003, 78th Leg., ch. 785, Sec. 42, eff. Sept. 1, 2003.

42

Sec. 2256.023. INTERNAL MANAGEMENT REPORTS. (a) Not less than quarterly, the investment officer shall prepare and submit to the governing body of the entity a written report of investment transactions for all funds covered by this chapter for the preceding reporting period. (b) The report must: (1) describe in detail the investment position of the entity on the date of the report; (2) be prepared jointly by all investment officers of the entity; (3) be signed by each investment officer of the entity; (4) contain a summary statement of each pooled fund group that states the: (A) beginning market value for the reporting period; (B) ending market value for the period; and (C) fully accrued interest for the reporting period; (5) state the book value and market value of each separately invested asset at the end of the reporting period by the type of asset and fund type invested; (6) state the maturity date of each separately invested asset that has a maturity date; (7) state the account or fund or pooled group fund in the state agency or local government for which each individual investment was acquired; and (8) state the compliance of the investment portfolio of the state agency or local government as it relates to: (A) the investment strategy expressed in the agency's or local government's investment policy; and (B) relevant provisions of this chapter. (c) The report shall be presented not less than quarterly to the governing body and the chief executive officer of the entity within a reasonable time after the end of the period. (d) If an entity invests in other than money market mutual funds, investment pools or accounts offered by its depository bank in the form of certificates of deposit, or money market accounts or similar accounts, the reports prepared by the investment officers under this section shall be formally reviewed at least annually by an independent auditor, and the result of the review shall be reported to the governing body by that auditor.

Added by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995. Amended by Acts 1997, 75th Leg., ch. 1421, Sec. 12, eff. Sept. 1, 1997.

Amended by: 43

Acts 2011, 82nd Leg., R.S., Ch. 1004, Sec. 9, eff. June 17, 2011.

Sec. 2256.024. SUBCHAPTER CUMULATIVE. (a) The authority granted by this subchapter is in addition to that granted by other law. Except as provided by Subsection (b), this subchapter does not: (1) prohibit an investment specifically authorized by other law; or (2) authorize an investment specifically prohibited by other law. (b) Except with respect to those investing entities described in Subsection (c), a security described in Section 2256.009(b) is not an authorized investment for a state agency, a local government, or another investing entity, notwithstanding any other provision of this chapter or other law to the contrary. (c) Mortgage pass-through certificates and individual mortgage loans that may constitute an investment described in Section 2256.009(b) are authorized investments with respect to the housing bond programs operated by: (1) the Texas Department of Housing and Community Affairs or a nonprofit corporation created to act on its behalf; (2) an entity created under Chapter 392, Local Government Code; or (3) an entity created under Chapter 394, Local Government Code.

Added by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995.

Sec. 2256.025. SELECTION OF AUTHORIZED BROKERS. The governing body of an entity subject to this subchapter or the designated investment committee of the entity shall, at least annually, review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with the entity.

Added by Acts 1997, 75th Leg., ch. 1421, Sec. 13, eff. Sept. 1, 1997.

Sec. 2256.026. STATUTORY COMPLIANCE.

All investments made by entities must comply with this

subchapter and all federal, state, and local statutes, rules, or regulations.

Added by Acts 1997, 75th Leg., ch. 1421, Sec. 13, eff. Sept. 1, 1997.

SUBCHAPTER B. MISCELLANEOUS PROVISIONS

44

Sec. 2256.051. ELECTRONIC FUNDS TRANSFER. Any local government may use electronic means to transfer or invest all funds collected or controlled by the local government.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995.

Sec. 2256.052. PRIVATE AUDITOR. Notwithstanding any other law, a state agency shall employ a private auditor if authorized by the legislative audit committee either on the committee's initiative or on request of the governing body of the agency.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995.

Sec. 2256.053. PAYMENT FOR SECURITIES PURCHASED BY STATE.

The comptroller or the

disbursing officer of an agency that has the power to invest assets directly may pay for authorized securities purchased from or through a member in good standing of the National Association of Securities Dealers or from or through a national or state bank on receiving an invoice from the seller of the securities showing that the securities have been purchased by the board or agency and that the amount to be paid for the securities is just, due, and unpaid. A purchase of securities may not be made at a price that exceeds the existing market value of the securities.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1423, Sec. 8.67, eff. Sept. 1, 1997.

Sec. 2256.054. DELIVERY OF SECURITIES PURCHASED BY STATE. A security purchased under this chapter may be delivered to the comptroller, a bank, or the board or agency investing its funds. The delivery shall be made under normal and recognized practices in the securities and banking industries, including the book entry procedure of the Federal Reserve Bank.

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1423, Sec. 8.68, eff. Sept. 1, 1997.

Sec. 2256.055. DEPOSIT OF SECURITIES PURCHASED BY STATE. At the direction of the comptroller or the agency, a security purchased under this chapter may be deposited in trust with a bank or federal reserve bank or branch designated by the comptroller, whether in or outside the state. The deposit shall be held in the entity's name as evidenced by a trust receipt of the bank with which the securities are deposited.

45

Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1423, Sec. 8.69, eff. Sept. 1, 1997.

46

APPENDIX B COUNCIL RESOLUTION September 11, 2013

47

September 11, 2013

WHEREAS, in 1987 the City Council adopted the City’s Investment Policy which was in compliance with the federal and state law and the City Charter; and WHEREAS, in 1995 and 1997 through 2012, the City Council amended the City’s Investment Policy to incorporate amendments to the Public Funds Investment Act, improve management of the City’s investments and reflect organizational changes; and WHEREAS, the Public Funds Investment Act requires that the investment shall be made in accordance with written policies approved, at least annually, by the governing body; and WHEREAS, investment policies must address safety of principal, liquidity, yield, diversification and maturity, with primary emphasis on safety of principal. Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the attached City of Dallas Investment Policy has been reviewed by the City Council and shall be adopted as the guiding policy in the ongoing management of the specified funds in accordance with federal and state law and the City Charter.

Section 2. That this resolution shall be 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.

48

AGENDA ITEM # 13 KEY FOCUS AREA:

Public Safety

AGENDA DATE:

September 11, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Fire

CMO:

Charles Cato, 670-9194

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize a contract renewal with The University of Texas Southwestern Medical Center at Dallas for the required medical direction services for the period October 1, 2013 through September 30, 2014 - Not to exceed $152,472 - Financing: Current Funds (subject to annual appropriations) BACKGROUND State law requires a Medical Director for pre-hospital care delivered by Emergency Medical Service personnel. The Medical Director provides protocols for paramedics to follow and permits paramedics to operate under his/her license.

The current contract, authorized by Resolution No. 12-2088, between the City of Dallas and The University of Texas Southwestern Medical Center provides medical direction services to the City of Dallas.

Section IV of the original contract titled “Terms of Contract” authorizes successive twelve-month renewals, subject to Council approval and funding.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) Approved contract for the services of a Medical Director on September 22, 2010, by Resolution No. 10-2362.

Approved contract for the services of a Medical Director on August 24, 2011, by Resolution No. 11-2174.

Approved contract for the services of a Medical Director on August 22, 2012, by Resolution No. 12-2088.

FISCAL INFORMATION Current Funds - $152,472 (subject to annual appropriations) M/WBE INFORMATION In accordance with State Law, The University of Texas Southwestern Medical Center at Dallas, strongly supports a Minority Business Enterprise Program consistent with the City's Good Faith Effort Plan.

ETHNIC COMPOSITION The University of Texas Southwestern Medical Center at Dallas, Department of Allied Health Sciences, Division of Emergency Medicine Education Full Time Hispanic Females Black Females White Females Other Females

1 2 8 0

Hispanic Males Black Males White Males Other Males

2 0 10 0

0 0 4 1

Hispanic Males Black Males White Males Other Males

1 3 12 1

Part Time Hispanic Females Black Females White Females Other Females OWNER The University of Texas Southwestern Medical Center at Dallas Daniel K. Podolsky, M.D., Ph.D., President, UTSWMCD

Agenda Date 09/11/2013 - page 2

COUNCIL CHAMBER

September 11, 2013 WHEREAS, the City of Dallas Fire-Rescue Department operates the emergency ambulance service for the City; and WHEREAS, the State legislature enacted legislation requiring guidelines for medical direction/supervision of pre-hospital care delivered by certified Emergency Medical Service (EMS) personnel; and WHEREAS, State law requires and it is in the best interest of the community to provide a Medical Director to perform the duties as outlined in the above named legislation; and WHEREAS, the City Council pursuant to Resolution No. 12-2088 authorized a contract with The University of Texas Southwestern Medical Center at Dallas (UTSWMC) to provide the service of a Medical Director; and WHEREAS, the original contract provides for annual renewal by City Council resolution and funding.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: SECTION 1. That the City Manager is hereby authorized to renew the contract for the services of a Medical Director with The University of Texas Southwestern Medical Center at Dallas for the period October 1, 2013 through September 30, 2014.

SECTION 2. That the City Controller is hereby authorized to disburse funds in an amount not to exceed $152,472 for services provided by a Medical Director beginning October 1, 2013 through September 30, 2014 from Fund 0001, Dept. DFD, Unit ER90, Obj. 3070, Encumbrance CT DFDER900787, Vendor 904272 contingent upon appropriation of funds in fiscal year 2013-2014.

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 # 14 KEY FOCUS AREA:

Public Safety

AGENDA DATE:

September 11, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Fire

CMO:

Charles Cato, 670-9194

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize (1) an Interlocal Agreement with Dallas County Hospital District d/b/a Parkland Health and Hospital System for a twenty-four month period for Biomedical On-Line Supervision; and (2) Interlocal Agreements with participating local governmental entities - Not to exceed $1,781,336 - Financing: Current Funds (subject to annual appropriations) ($791,997 to be received from participating cities) BACKGROUND State law requires Biomedical On-Line Supervision of the City of Dallas Fire Department Paramedics. The City is proposing to use an interlocal agreement with Dallas County Hospital District d/b/a Parkland Health and Hospital System to provide Biomedical On-Line Supervision for the Dallas area emergency medical system.

The Biotel system, staffed by Parkland Health and Hospital System physicians and nurses, was created on July 1, 1980 to provide medical control for the paramedics in the field via radio and telemetered patient data. Other cities currently participate on a per capita basis, thus deferring the cost.

The number of participating cities will increase or decrease from time to time. The City of Dallas contributes approximately 56.4% of the total cost. This service also provides for the implementation and maintenance of the Comprehensive Trauma Plan endorsed by the City Council in February 1993.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) Authorized a contract renewal for FY 2008-2010 on September 24, 2008, by Resolution No. 08-2556.

Authorized a contract renewal for FY 2010-2012 on September 22, 2010, by Resolution No. 10-2363.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) (Continued) Authorized a contract renewal for FY 2012-2013 on August 22, 2012, by Resolution No. 12-2089.

FISCAL INFORMATION Current Funds - $1,781,336 (subject to annual appropriations) ($791,997 to be received from participating cities) M/WBE INFORMATION In accordance with State Law, Dallas County Hospital District d/b/a Parkland Health and Hospital System strongly supports a Minority Business Enterprise Program consistent with the City's Good Faith Effort Plan.

ETHNIC COMPOSITION Dallas County Hospital District d/b/a Parkland Health and Hospital System Full Time Hispanic Females Black Females White Females Other Females

0 0 3 0

Hispanic Males Black Males White Males Other Males

0 0 1 0

0 0 3 0

Hispanic Males Black Males White Males Other Males

0 1 6 0

Part Time Hispanic Females Black Females White Females Other Females OWNER Dallas County Hospital District d/b/a Parkland Health and Hospital System Robert Smith, Chief Executive Officer

Agenda Date 09/11/2013 - page 2

COUNCIL CHAMBER

September 11, 2013 WHEREAS, State law requires Biomedical On-Line Supervision of the City of Dallas Fire-Rescue paramedics; and WHEREAS, it is most advantageous to the City of Dallas to enter into an interlocal agreement for Biomedical On-Line Supervision services with Dallas County Hospital District d/b/a Parkland Health and Hospital System; and WHEREAS, it is in the best interest of the City to renew the interlocal agreements with participating governmental entities which shall distribute the cost of the system on a per capita basis.

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 an Interlocal Agreement with Dallas County Hospital District d/b/a Parkland Health and Hospital System for the twenty-four month period, subject to annual appropriations.

Section 2. That the City Controller is hereby authorized to disburse funds to Dallas County Hospital District d/b/a Parkland Health and Hospital System for Biomedical On-Line Supervision for the twenty-four month renewal period, from General Fund 0001, Dept. DFD, Unit ER90, Object Code 3070, Encumbrance CT DFDER900786, Vendor #900498, total payment not to exceed $890,668 in FY13-14 and $890,668 in FY14-15.

Section 3. That the City Manager is hereby authorized to enter into interlocal agreements with other governmental entities to provide Biomedical On-Line Supervision, the cost for such services to be calculated on a per capita basis.

Governmental entities may be added or deleted as required.

Section 4. That the City Controller is hereby authorized to receive revenues from the participating cities in the amount of $791,996.70 over the twenty-four month contract period and deposit revenues into Fund 0001, Dept DFD, Unit ER90, Revenue Source 7472.

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.

AGENDA ITEM # 15 KEY FOCUS AREA:

Public Safety

AGENDA DATE:

September 11, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Fire

CMO:

Charles Cato, 670-9194

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize payment to the Dallas County Community College District in the amount of $83,800 and the University of Texas Southwestern Medical Center at Dallas in the amount of $218,719 for mandatory Emergency Medical Services training of emergency medical technicians (EMT) basic level and paramedics advanced level for the period October 1, 2013 through September 30, 2014 – Total not to exceed $302,519 Financing: Current Funds (subject to appropriations) BACKGROUND The action will provide for payment of tuition for initial EMT and paramedic training, paramedic refresher training and paramedic re-certification testing. This training is provided by the University of Texas Southwestern Medical Center at Dallas through the Dallas County Community College District.

EMT training consists of 215 hours of training at a total cost of $960 for each student, which includes tuition, textbooks, registration and other related fees. Paramedic training consists of 960 hours of training at a total cost of $2,393 per student, which includes an Anatomy and Physiology course, tuition, textbooks, parking and other related fees.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) Payment for FY 2010-2011 was approved on September 22, 2010, by Resolution No. 10-2360.

Payment for FY 2011-2012 was approved on August 24, 2011, by Resolution No. 11-2173.

Payment for FY 2012-2013 was approved on August 22, 2012, by Resolution No. 12-2086.

FISCAL INFORMATION Current Funds - $302,519 (subject to appropriations) M/WBE INFORMATION In accordance with state law, the University of Texas Southwestern Medical Center at Dallas strongly supports a minority business enterprise program consistent with the City's Good Faith Effort Plan.

ETHNIC COMPOSITION The University of Texas Southwestern Medical Center at Dallas, Department of Allied Health Sciences, Division of Emergency Medicine Education Full Time Hispanic Females Black Females White Females Other Females

1 2 8 0

Hispanic Males Black Males White Males Other Males

2 0 10 0

0 0 4 1

Hispanic Males Black Males White Males Other Males

1 3 12 1

Part Time Hispanic Females Black Females White Females Other Females OWNER The University of Texas Southwestern Medical Center at Dallas Daniel K. Podolsky, M.D., Ph.D., President, UTSWMCD

Agenda Date 09/11/2013 - page 2

COUNCIL CHAMBER

September 11, 2013 WHEREAS, State law requires that emergency medical technicians and paramedics receive training in basic and advanced life science courses; and WHEREAS, The University of Texas Southwestern Medical Center at Dallas, in cooperation with The Dallas County Community College District, provides a training system which conducts basic and advanced life science courses for the training of emergency medical technicians and paramedics; and WHEREAS, it is mandatory and in the best interest of the community that such courses continue to be made available to the City to assist in the training, retraining and evaluation of the City of Dallas emergency medical technician and paramedic personnel.

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 expend funds in an amount not to exceed $302,519 for tuition payments, registration fees, books, and parking expenses to the Dallas County Community College District and The University of Texas Southwestern Medical Center at Dallas for emergency medical service training of Fire-Rescue Department personnel conducted from October 1, 2013 through September 30, 2014, contingent upon appropriation of funds in fiscal year 2013-14, such funds are to be disbursed on an as-needed, per class basis.

Section 2. That the City Controller be and is hereby authorized to pay for these services from Fund 0001, Dept DFD, Unit ER90, Object 3070, Encumbrance CT DFDER900788, Vendor #256009 in the amount of $83,800 and from Fund 0001, Dept.

DFD, Unit ER90, Obj. 3070, Encumbrance CT DFDER900785, Vendor #904272 in the amount of $218,719.

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 # 16 KEY FOCUS AREA:

Clean, Healthy Environment

AGENDA DATE:

September 11, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Housing/Community Services

CMO:

Theresa O’Donnell, 671-9195

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize a twelve-month contract, with two twelve-month renewal options contingent upon available funding with Health Services of North Texas, Inc. to provide scattered site housing assistance for persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014 - Not to exceed $486,850 - Financing: 2013-14 Housing Opportunities for Persons with AIDS Grant Funds BACKGROUND On June 26, 2013, City Council adopted the FY2013-14 Consolidated Plan Budget for the U.S. Department of Housing and Urban Development (HUD) grant funds. The grant funds are available beginning October 1, 2013 contingent upon approval of the City’s FY2013-14 Action Plan and execution of grant agreements with HUD. The FY2013-14 Consolidated Plan includes the Housing Opportunities for Persons with AIDS (HOPWA) grant in the amount of $4,393,520.

The City of Dallas has received HOPWA funds since 1993. HOPWA funds serve not only the City of Dallas, but also Dallas County and seven other counties: Collin, Delta, Denton, Ellis, Hunt, Kaufman, and Rockwall. This area is defined as the Dallas Eligible Metropolitan Statistical Area (Dallas EMSA).

On June 27, 2013, the City of Dallas Business Development and Procurement Services Department solicited and received Requests for Proposals (RFP) (BYZ1345) for scattered site housing assistance for persons with HIV/AIDS under the HOPWA program. Health Services of North Texas, Inc. submitted a proposal for scattered site housing assistance for persons with HIV/AIDS in the rural counties, and was recommended for funding.

BACKGROUND (Continued) Health Services of North Texas, Inc. (formerly AIDS Services of North Texas, Inc.) currently provides HOPWA assistance to persons with HIV/AIDS residing in all seven of the rural/suburban counties within the Dallas EMSA. HOPWA assistance in Dallas County is provided through Interlocal Agreement with Dallas County Health and Human Services.

Health Services of North Texas, Inc. is a non-profit agency located in Denton, with offices also in Plano, providing quality medical and support services to persons living with HIV/AIDS in the rural and outer urban communities of North Texas. The agency was founded in 1988, and has been providing HOPWA scattered site housing assistance through Tarrant County since 1995 and through Dallas County since 1996.

The agency’s programs include outpatient medical care; prescription and insurance assistance; HOPWA housing assistance; behavioral health counseling; medical and comprehensive case management; food pantries; and transportation.

Under the HOPWA program, Health Services of North Texas provides short-term emergency assistance and long-term tenant based rental assistance to low income persons living with HIV/AIDS primarily in Collin, Delta, Denton, Ellis, Hunt, Kaufman, and Rockwall counties. The emergency assistance program includes short-term rent, mortgage, and utility payments, for up to 21 weeks in any 52 week period, to prevent the homelessness of the client. The tenant-based rental assistance program includes rent assistance (with a utility allowance) similar to the Section 8 voucher program. In addition to housing assistance, HOPWA clients also receive supportive services through case managers at each location who ensure that clients have access to other services in the Dallas area.

The agency provides services for non-English speaking clients through bilingual staff and by providing written materials in English and in Spanish.

Approval of this item will provide funding in the amount of $486,850 to Health Services of North Texas, Inc. to continue providing HOPWA scattered site housing assistance primarily in Collin, Delta, Denton, Ellis, Hunt, Kaufman, and Rockwall counties, as follows: $315,000 in Emergency/Tenant Based Rental Assistance - Financial Assistance, $140,000 in Emergency/Tenant Based Rental Assistance - Housing Services, and $31,850 in Program Administration.

Agenda Date 09/11/2013 - page 2

BACKGROUND (Continued) PERFORMANCE MEASURES Number of Persons to be Assisted

Emergency-unduplicated clients to be served Tenant-based-unduplicated clients to be served Total-unduplicated clients to be served

2012-13 Goal 33 62 95

2012-13 Actual* 33 44 77

2013-14 Goal 37 38 75

*YTD data through 6/30/13 (9 months) OUTCOME MEASURES The intended outcome of HOPWA facility based housing assistance, as required by HUD is housing stability which is measured by the percentage of clients who remain in stable housing at the end of each program year.

Emergency - percent in stable housing Tenant-based - percent in stable housing

2012-13 Goal 90% 90%

2012-13 Actual* TBD** 96%

2013-14 Goal 92% 92%

*YTD data through 6/30/13 (9 months) **TBD - Housing Stability for Emergency Assistance determined at year end In FY2013-14, the agency will also collect and report data on access to care and support per HOPWA requirements.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) Authorized the first twelve-month renewal option to the contract with AIDS Services of North Texas, Inc. for scattered site housing assistance on August 13, 2008, by Resolution No. 08-2054.

Authorized the second twelve-month renewal option to the contract with AIDS Services of North Texas, Inc. for scattered site housing assistance on August 12, 2009, by Resolution No. 09-1912.

Authorized a contract with Health Services of North Texas, Inc. for scattered site housing assistance on September 22, 2010, by Resolution No. 10-2366.

Authorized a contract, with one twelve-month renewal option, with Health Services of North Texas, Inc. for scattered site housing assistance on September 28, 2011, by Resolution No. 11-2527.

Agenda Date 09/11/2013 - page 3

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) (Continued) Authorized the twelve-month renewal option with Health Services of North Texas, Inc. for scattered site housing assistance on September 12, 2012, by Resolution No. 12-2254.

FISCAL INFORMATION $486,850 - 2013-14 Housing Opportunities for Persons with AIDS Grant Funds ETHNIC COMPOSITION Health Services of North Texas, Inc. (Board) Black Female White Female Hispanic Female Other Female

1 3 0 0

Black Male 1 White Male 11 Hispanic Male 1 Other Male 0

OWNER(S) Health Services of North Texas, Inc. Board of Directors Robert C. Ramirez, III, Esq., President Jacqueline F. Jackson, Vice President Kelvyn McCarley Secretary Todd R. Gibson, Treasurer David Dennis Jerry Garrett Joyce R. Heuman Cordelia N. Ikegwuoha Martin Mainja

Glen P. McKenzie Herman J. Osterwijk Belinda Perez Christopher Redden Randy L. Robinson Robert A. Schwab, M.D. Danny J. Sullivan Dale Tampke

Agenda Date 09/11/2013 - page 4

COUNCIL CHAMBER

September 11, 2013 WHEREAS, Housing Opportunities for Persons with AIDS (HOPWA) grant funds received from the U.S. Department of Housing and Urban Development (HUD) have been designated to provide services to low-income persons with HIV/AIDS and HIV-related illness and their families; and WHEREAS, the FY2013-14 Consolidated Plan Budget includes the Housing Opportunities for Persons with AIDS (HOPWA) grant from the U.S. Department of Housing and Urban Development in the amount of $4,393,520; and WHEREAS, Health Services of North Texas, Inc. submitted a proposal in response to the City’s Request for Proposals to provide HOPWA facility based housing assistance, and was recommended for funding; and WHEREAS, the City of Dallas seeks to enter into a contract with Health Services of North Texas, Inc. to continue providing these services under the HOPWA entitlement grant; and WHEREAS, this contract is funded by FY2013-14 Housing Opportunities for Persons with AIDS (HOPWA) Grant funds; and WHEREAS, the FY2013-14 Housing Opportunities for Persons with AIDS (HOPWA) Grant funds are available beginning October 1, 2013, and are contingent upon the U.S. Department of Housing and Urban Development’s approval of the City’s FY2013-14 Action Plan and execution of the grant agreements; 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 enter into a twelve-month contract, with two twelve-month renewal options contingent upon available funding with Health Services of North Texas, Inc. to provide scattered site housing assistance for persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014, and execute any and all documents required by the contract.

Section 2. That the City Controller is authorized to disburse, in periodic payments to Health Services of North Texas, Inc., an amount not to exceed $486,850, from Fund HW13, Dept. HOU, Object Code 3099, Vendor No. 516465, according to the following: Fund HW13 HW13 HW13

Unit 250F 251F 255F

Object Encumbrance 3099 CTGH184595 3099 CTGH184596 3099 CTGH184597

Description E/TBRA - Financial Assistance E/TBRA - Housing Services Program Admin/Project Sponsors Total

Amount $315,000 $140,000 $ 31,850 $486,850

COUNCIL CHAMBER

September 11, 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.

AGENDA ITEM # 17 KEY FOCUS AREA:

Clean, Healthy Environment

AGENDA DATE:

September 11, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Housing/Community Services

CMO:

Theresa O’Donnell, 671-9195

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize a twelve-month contract, with two twelve-month renewal options contingent upon available funding with Legacy Counseling Center, Inc. to provide facility based housing assistance for persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014 - Not to exceed $262,267 - Financing: 2013-14 Housing Opportunities for Persons with AIDS Grant Funds BACKGROUND On June 26, 2013, City Council adopted the FY2013-14 Consolidated Plan Budget for the U.S. Department of Housing and Urban Development (HUD) grant funds. The grant funds are available beginning October 1, 2013 contingent upon approval of the City’s FY2013-14 Action Plan and execution of grant agreements with HUD. The FY2013-14 Consolidated Plan includes the Housing Opportunities for Persons with AIDS (HOPWA) grant in the amount of $4,393,520.

The City of Dallas has received HOPWA funds since 1993. HOPWA funds serve not only the City of Dallas, but also Dallas County and seven other counties: Collin, Delta, Denton, Ellis, Hunt, Kaufman, and Rockwall. This area is defined as the Dallas Eligible Metropolitan Statistical Area (Dallas EMSA).

On June 27, 2013, the City of Dallas Business Development and Procurement Services Department solicited and received Requests for Proposals (RFP) (BYZ1345) for facility based housing assistance under the HOPWA program. Legacy Counseling Center, Inc. (Legacy) submitted a proposal for facility based housing assistance for persons with HIV/AIDS, and was recommended for funding.

Legacy currently provides HOPWA facility based housing assistance and hospice/respite care to critically ill persons living with HIV/AIDS, as well as HOPWA housing information services and resource identification for persons living with HIV/AIDS. Legacy is also being recommended for funding to provide a new HOPWA master leasing program for homeless persons living with HIV/AIDS.

BACKGROUND (Continued) Legacy is a non-profit agency located in the Oak Lawn area. Legacy was founded in 1989, and has been providing services to the HIV/AIDS impacted population of Dallas and surrounding counties for the past 20 years. The agency’s programs fall under three categories of services - mental health, substance abuse, and housing. Mental health and substance abuse services include individual, couple, and family therapy and support groups for persons impacted by the HIV/AIDS epidemic, including crisis counseling as well as short and long-term therapy.

Under its special care housing program, Legacy provides housing and hospice/respite care in a home-like setting at the Legacy Founder’s Cottage, located in Oak Cliff (75208), and comprised of seven single room occupancy units. The facility serves critically ill people living with AIDS, focusing on alleviating their pain and suffering and providing comfort and support during the final stages of the disease (typically in the last six months of life).

Supportive services for this high need population consist of 24-hour around-the-clock care (including housing, prepared meals, volunteer based support, and comprehensive case management, as well as access to medical care, transportation, medications, and counseling) for individuals too sick to care from themselves.

The agency provides services for non-English speaking clients through bilingual staff and by providing written materials in English and in Spanish.

Approval of this item will provide funding in the amount of $262,267 to Legacy to continue providing HOPWA facility based housing assistance, as follows: $49,314 in Housing Facility Operations, $195,796 in Supportive Services, and $17,157 in Program Administration.

PERFORMANCE MEASURES Number of Persons to be Assisted

Unduplicated clients to be served

2012-13 Goal 26

2012-13 Actual* 19

2013-14 Goal 26

*YTD data through 6/30/13 (9 months)

Agenda Date 09/11/2013 - page 2

BACKGROUND (Continued) OUTCOME MEASURES The intended outcome of HOPWA facility based housing assistance, as required by HUD is housing stability which is measured by the percentage of clients who remain in stable housing at the end of each program year.

Percent in stable housing

2012-13 Goal 90%

2012-13 Actual* 82%

2013-14 Goal 92%

*YTD data through 6/30/13 (9 months); lower YTD due to number of hospice deaths In FY2013-14, the agency will also collect and report data on access to care and support per HOPWA requirements.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) Authorized a contract with Legacy Counseling Center, Inc. for facility based housing assistance on September 22, 2010, by Resolution No. 10-2367.

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 28, 2011, by Resolution No. 11-2528.

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 housing information services and resource identification on October 24, 2012, by Resolution No. 12-2659.

FISCAL INFORMATION $262,267 - 2013-14 Housing Opportunities for Persons with AIDS Grant Funds

Agenda Date 09/11/2013 - page 3

ETHNIC COMPOSITION Legacy Counseling Center, Inc. (Board) Black Female White Female Hispanic Female Other Female

0 3 0 0

Black Male White Male Hispanic Male Other Male

0 4 1 0

OWNER(S) Legacy Counseling Center, Inc. Board of Directors Steve Weir, Chair Pamela Roberts, Vice Chair Roberta McDonald, Secretary Wade Hyde, Treasurer

Gregg Gunter Emily Kozeal Vince Martinez Justin Anderson

Agenda Date 09/11/2013 - page 4

COUNCIL CHAMBER

September 11, 2013 WHEREAS, Housing Opportunities for Persons with AIDS (HOPWA) grant funds received from the U.S. Department of Housing and Urban Development have been designated to provide services to low-income persons with HIV/AIDS and HIV-related illness and their families; and WHEREAS, the FY2013-14 Consolidated Plan Budget includes the Housing Opportunities for Persons with AIDS (HOPWA) grant from the U.S. Department of Housing and Urban Development in the amount of $4,393,520; and WHEREAS, Legacy Counseling Center, Inc. submitted a proposal in response to the City’s Request for Proposals requesting funding to continue providing HOPWA facility based housing assistance, and was recommended for funding; and WHEREAS, the City of Dallas seeks to enter into a contract with Legacy Counseling Center, Inc. to continue providing these services under the HOPWA entitlement grant; and WHEREAS, this contract is funded by FY2013-14 Housing Opportunities for Persons with AIDS (HOPWA) Grant funds; and WHEREAS, the FY2013-14 Housing Opportunities for Persons with AIDS (HOPWA) Grant funds are available beginning October 1, 2013, and are contingent upon the U.S. Department of Housing and Urban Development’s approval of the City’s FY2013-14 Action Plan and execution of the grant agreements; 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 enter into a twelve-month contract, with two twelve-month renewal options contingent upon available funding with Legacy Counseling Center, Inc. to provide facility based housing assistance for persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014, and execute any and all documents required by the contract.

Section 2. That the City Controller is authorized to disburse, in periodic payments to Legacy Counseling Center, Inc., an amount not to exceed $262,267, from Fund HW13, Dept. HOU, Object Code 3099, Vendor No. 502679, according to the following: Fund HW13 HW13 HW13

Unit 252F 256F 255F

Object Encumbrance 3099 CTGH184607 3099 CTGH184608 3099 CTGH184609

Description Housing Facilities Operation Supportive Services Program Admin/Project Sponsors Total

Amount $ 49,314 $195,796 $ 17,157 $262,267

COUNCIL CHAMBER

September 11, 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.

AGENDA ITEM # 18 KEY FOCUS AREA:

Clean, Healthy Environment

AGENDA DATE:

September 11, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Housing/Community Services

CMO:

Theresa O’Donnell, 671-9195

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize a twelve-month contract, with two twelve-month renewal options contingent upon available funding with Legacy Counseling Center, Inc. to provide housing information services and resource identification housing resource center, website, and database for persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014 - Not to exceed $123,615 - Financing: 2013-14 Housing Opportunities for Persons with AIDS Grant Funds ($108,749) and 2012-13 Housing Opportunities for Persons with AIDS Grant Funds ($14,866) BACKGROUND On June 26, 2013, City Council adopted the FY2013-14 Consolidated Plan Budget for the U.S. Department of Housing and Urban Development (HUD) grant funds. The grant funds are available beginning October 1, 2013 contingent upon approval of the City’s FY2013-14 Action Plan and execution of grant agreements with HUD. The FY2013-14 Consolidated Plan includes the Housing Opportunities for Persons with AIDS (HOPWA) grant in the amount of $4,393,520. The FY2012-13 Consolidated Plan Budget has unexpended funds remaining. HOPWA grant funds have a period of three years from time of award by HUD in which to be expended.

The City of Dallas has received HOPWA funds since 1993. HOPWA funds serve not only the City of Dallas, but also Dallas County and seven other counties: Collin, Delta, Denton, Ellis, Hunt, Kaufman, and Rockwall. This area is defined as the Dallas Eligible Metropolitan Statistical Area (Dallas EMSA).

On June 27, 2013, the City of Dallas Business Development and Procurement Services Department solicited and received Requests for Proposals (RFP) (BYZ1345) a housing information services and resource identification program under the HOPWA program.

Legacy Counseling Center, Inc. (Legacy) submitted a proposal for housing information services and resource identification for persons with HIV/AIDS, and was recommended for funding.

BACKGROUND (Continued) Legacy currently provides HOPWA housing information services and resource identification for persons living with HIV/AIDS, as well as HOPWA facility based housing assistance and hospice/respite care to critically ill HIV+ persons at the Legacy Founders Cottage. Legacy is also being recommended for funding to provide a new HOPWA master leasing program for homeless persons living with HIV/AIDS. Legacy is a non-profit agency located in the Oak Lawn area. Legacy was founded in 1989, and has been providing services to the HIV/AIDS impacted population of Dallas and surrounding counties for the past 20 years. The agency’s programs fall under three categories of services - mental health, substance abuse, and housing.

Under HOPWA housing information services and resource identification, Legacy operates an HIV housing resource center, which serves as a central/coordinated access point for persons with HIV/AIDS experiencing a housing crisis to receive information and direct, one-on-one assistance in locating and accessing community-based housing resources in the eight-county Dallas EMSA. The resource center includes a website and on-line searchable database of housing resources (HIV and non-HIV specific).

Legacy collaborates and acts as an HIV liaison with multiple housing programs in the community to catalogue housing resources and keep the database content up-to-date.

The agency provides services for non-English speaking clients through bilingual staff and by providing written materials in English and in Spanish.

Approval of this item will provide funding in the amount of $123,615 to Legacy to continue providing an HIV housing resource center, website, and on-line database, as follows: $115,530 in Housing Information Services/Resource Identification and $8,085 in Program Administration.

PERFORMANCE MEASURES Number of Persons to be Assisted

Unduplicated clients to be served

2012-13 Goal 115

2012-13 Actual* 130

2013-14 Goal 225

*YTD data through 6/30/13 (9 months)

Agenda Date 09/11/2013 - page 2

BACKGROUND (Continued) OUTCOME MEASURES The intended outcome of HOPWA housing assistance, as required by HUD is housing stability which is measured by the percentage of clients who are in stable housing at the end of each program year.

Percent in stable housing

2012-13 Goal 90%

2012-13 Actual* TBD**

2013-14 Goal 92%

*YTD data through 6/30/13 (9 months) **TBD - Housing Stability for placed clients determined at year end In FY2013-14, the agency will also collect and report data on access to care and support per HUD reporting requirements.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) Authorized a contract with Legacy Counseling Center, Inc. for facility based housing assistance on September 22, 2010, by Resolution No. 10-2367.

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 28, 2011, by Resolution No. 11-2528.

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 housing information services and resource identification on October 24, 2012, by Resolution No. 12-2659.

FISCAL INFORMATION $108,749 - 2013-14 Housing Opportunities for Persons with AIDS Grant Funds $ 14,866 - 2012-13 Housing Opportunities for Persons with AIDS Grant Funds

Agenda Date 09/11/2013 - page 3

ETHNIC COMPOSITION Legacy Counseling Center, Inc. (Board) Black Female 0 Black Male White Female 3 White Male Hispanic Female 0 Hispanic Male Other Female 0 Other Male

0 4 1 0

OWNER(S) Legacy Counseling Center, Inc. Board of Directors Steve Weir, Chair Pamela Roberts, Vice Chair Roberta McDonald, Secretary Wade Hyde, Treasurer

Gregg Gunter Emily Kozeal Vince Martinez Justin Anderson

Agenda Date 09/11/2013 - page 4

COUNCIL CHAMBER

September 11, 2013 WHEREAS, Housing Opportunities for Persons with AIDS (HOPWA) grant funds received from the U.S. Department of Housing and Urban Development have been designated to provide services to low-income persons with HIV/AIDS and HIV-related illness and their families; and WHEREAS, the FY2013-14 Consolidated Plan Budget includes the Housing Opportunities for Persons with AIDS (HOPWA) grant from the U.S. Department of Housing and Urban Development in the amount of $4,393,520; and WHEREAS, Legacy Counseling Center, Inc. submitted a proposal for the City’s Request for Proposals requesting funding to continue providing HOPWA housing information services and resource identification, and was recommended for funding; and WHEREAS, the City of Dallas seeks to enter into a contract with Legacy Counseling Center, Inc. to provide these services under the HOPWA entitlement grant; and WHEREAS, this contract is funded by FY2013-14 Housing Opportunities for Persons with AIDS (HOPWA) Grant funds and unexpended FY2012-13 HOPWA Grant funds; and WHEREAS, the FY2013-14 Housing Opportunities for Persons with AIDS (HOPWA) Grant funds are available beginning October 1, 2013, and are contingent upon the U.S. Department of Housing and Urban Development’s approval of the City’s FY2013-14 Action Plan and execution of the grant agreements; 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 enter into a twelve-month contract, with two twelve-month renewal options contingent upon available funding with Legacy Counseling Center, Inc. to provide housing information services and resource identification housing resource center, website, and database for persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014, and execute any and all documents required by the contract.

COUNCIL CHAMBER

September 11, 2013 Section 2. That the City Controller is authorized to disburse, in periodic payments to Legacy Counseling Center, Inc., an amount not to exceed $108,749, from Fund HW13, Dept. HOU, Object Code 3099, Vendor No. 502679, and an amount not to exceed $14,866, from Fund HW12, Dept. HOU, Object Code 3099, Vendor No. 502679, according to the following: Fund HW12 HW13 HW13

Unit 912E 253F 255F

Object 3099 3099 3099

Encumbrance CTGH184616 CTGH184610 CTGH184611

Description Hsg Info Srvcs/Res Identification Hsg Info Srvcs/Res Identification Program Admin/Project Sponsors Total

Amount $ 14,866 $100,664 $ 8,085 $123,615

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 # 19 KEY FOCUS AREA:

Clean, Healthy Environment

AGENDA DATE:

September 11, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Housing/Community Services

CMO:

Theresa O’Donnell, 671-9195

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize a twelve-month contract, with two twelve-month renewal options contingent upon available funding with Legacy Counseling Center, Inc. to provide scattered site housing assistance pursuant to a master leasing program for homeless persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014 - Not to exceed $323,500 - Financing: 2013-14 Housing Opportunities for Persons with AIDS Grant Funds BACKGROUND On June 26, 2013, City Council adopted the FY2013-14 Consolidated Plan Budget for the U.S. Department of Housing and Urban Development (HUD) grant funds. The grant funds are available beginning October 1, 2013 contingent upon approval of the City’s FY2013-14 Action Plan and execution of grant agreements with HUD. The FY2013-14 Consolidated Plan includes the Housing Opportunities for Persons with AIDS (HOPWA) grant in the amount of $4,393,520.

The City of Dallas has received HOPWA funds since 1993. HOPWA funds serve not only the City of Dallas, but also Dallas County and seven other counties: Collin, Delta, Denton, Ellis, Hunt, Kaufman, and Rockwall. This area is defined as the Dallas Eligible Metropolitan Statistical Area (Dallas EMSA).

On June 27, 2013, the City of Dallas Business Development and Procurement Services Department solicited and received Requests for Proposals (RFP) (BYZ1345) for scattered site housing assistance pursuant to a master leasing program for homeless persons with HIV/AIDS under the HOPWA program. Legacy Counseling Center, Inc. (Legacy) submitted a proposal for a master leasing program for homeless persons with HIV/AIDS, and was recommended for funding.

BACKGROUND (Continued) Under the new master leasing program, Legacy will lease a combination of one and two-bedroom units under a master lease with a private landlord, and sublease those units to homeless persons with HIV/AIDS for independent, long-term living. By assuming the tendency burden, the agency facilities housing of clients who may not be able to maintain a lease on their own due to poor credit, evictions, or lack of sufficient income. The master leasing program covers the cost of rent and utilities (less the required tenant portion), along with other costs to operate the units.

The agency will manage the leased units to ensure that rent and utilities are paid, the units are ready for move-in and maintained properly, and the terms of both the master lease and the sub-lease are being met. The agency will also provide a housing case manager to provide support for the client in maintaining housing stability and access to care and services.

Legacy currently provides HOPWA facility based housing assistance and hospice/respite care to critically ill persons living with HIV/AIDS, as well as HOPWA housing information services and resource identification for persons living with HIV/AIDS. Legacy is a non-profit agency located in the Oak Lawn area. Legacy was founded in 1989, and has been providing services to the HIV/AIDS impacted population of Dallas and surrounding counties for the past 20 years. The agency’s programs fall under three categories of services - mental health, substance abuse, and housing. Mental health and substance abuse services include individual, couple, and family therapy and support groups for persons impacted by the HIV/AIDS epidemic, including crisis counseling as well as short and long-term therapy.

The agency provides services for non-English speaking clients through bilingual staff and by providing written materials in English and in Spanish.

Approval of this item will provide funding in the amount of $323,500 to Legacy to provide HOPWA master leasing, as follows: $240,000 in Housing Facility Operations, $62,340 in Supportive Services, and $21,160 in Program Administration.

PERFORMANCE MEASURES Number of Persons to be Assisted

Unduplicated clients to be served

2013-14 Goal 30

Agenda Date 09/11/2013 - page 2

BACKGROUND (Continued) OUTCOME MEASURES HUD's intended outcome of HOPWA facility based housing assistance is housing stability which is measured by the percentage of clients who remain in stable housing at the end of each program year.

2013-14 Goal Percent in stable housing 92% In FY2013-14, the agency will also collect and report data on access to care and support per HOPWA requirements.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) Authorized a contract with Legacy Counseling Center, Inc. for facility based housing assistance on September 22, 2010, by Resolution No. 10-2367.

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 28, 2011, by Resolution No. 11-2528.

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 housing information services and resource identification on October 24, 2012, by Resolution No. 12-2659.

FISCAL INFORMATION $323,500 - 2013-14 Housing Opportunities for Persons with AIDS Grant Funds ETHNIC COMPOSITION Legacy Counseling Center, Inc. (Board) Black Female White Female Hispanic Female Other Female

0 3 0 0

Black Male White Male Hispanic Male Other Male

0 4 1 0

Agenda Date 09/11/2013 - page 3

OWNER(S) Legacy Counseling Center, Inc. Board of Directors Steve Weir, Chair Pamela Roberts, Vice Chair Roberta McDonald, Secretary Wade Hyde, Treasurer

Gregg Gunter Emily Kozeal Vince Martinez Justin Anderson

Agenda Date 09/11/2013 - page 4

COUNCIL CHAMBER

September 11, 2013 WHEREAS, Housing Opportunities for Persons with AIDS (HOPWA) grant funds received from the U.S. Department of Housing and Urban Development have been designated to provide services to low-income persons with HIV/AIDS and HIV-related illness and their families; and WHEREAS, the FY2013-14 Consolidated Plan Budget includes the Housing Opportunities for Persons with AIDS (HOPWA) grant from the U.S. Department of Housing and Urban Development in the amount of $4,393,520; and WHEREAS, Legacy Counseling Center, Inc. submitted a proposal in response to the City’s Request for Proposals requesting funding to provide HOPWA master leasing, and was recommended for funding; and WHEREAS, the City of Dallas seeks to enter into a contract with Legacy Counseling Center, Inc. to provide these services under the HOPWA entitlement grant; and WHEREAS, this contract is funded by FY2013-14 Housing Opportunities for Persons with AIDS (HOPWA) Grant funds; and WHEREAS, the FY2013-14 Housing Opportunities for Persons with AIDS (HOPWA) Grant funds are available beginning October 1, 2013, and are contingent upon the U.S. Department of Housing and Urban Development’s approval of the City’s FY2013-14 Action Plan and execution of the grant agreements; 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 enter into a twelve-month contract, with two twelve-month renewal options contingent upon available funding with Legacy Counseling Center, Inc. to provide scattered site housing assistance pursuant to a master leasing program for homeless persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014, and execute any and all documents required by the contract.

Section 2. That the City Controller is authorized to disburse, in periodic payments to Legacy Counseling Center, Inc., an amount not to exceed $323,500, from Fund HW13, Dept. HOU, Object Code 3099, Vendor No. 502679, according to the following: Fund HW13 HW13 HW13

Unit 252F 256F 255F

Object Encumbrance 3099 CTGH184612 3099 CTGH184613 3099 CTGH184614

Description Housing Facilities Operation Supportive Services Program Admin/Project Sponsors Total

Amount $240,000 $ 62,340 $ 21,160 $323,500

COUNCIL CHAMBER

September 11, 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.

AGENDA ITEM # 20 KEY FOCUS AREA:

Clean, Healthy Environment

AGENDA DATE:

September 11, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Housing/Community Services

CMO:

Theresa O’Donnell, 671-9195

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize a twelve-month contract, with two twelve-month renewal options contingent upon available funding with My Second Chance, Inc. to provide facility based housing assistance for persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014 - Not to exceed $164,518 - Financing: 2013-14 Housing Opportunities for Persons with AIDS Grant Funds BACKGROUND On June 26, 2013, City Council adopted the FY2013-14 Consolidated Plan Budget for the U.S. Department of Housing and Urban Development (HUD) grant funds. The grant funds are available beginning October 1, 2013 contingent upon approval of the City’s FY2013-14 Action Plan and execution of grant agreements with HUD. The FY2013-14 Consolidated Plan includes the Housing Opportunities for Persons with AIDS (HOPWA) grant in the amount of $4,393,520.

The City of Dallas has received HOPWA funds since 1993. HOPWA funds serve not only the City of Dallas, but also Dallas County and seven other counties: Collin, Delta, Denton, Ellis, Hunt, Kaufman, and Rockwall. This area is defined as the Dallas Eligible Metropolitan Statistical Area (Dallas EMSA).

On June 27, 2013, the City of Dallas Business Development and Procurement Services Department solicited and received Requests for Proposals (RFP) (BYZ1345) for facility based housing assistance for persons with HIV/AIDS under the HOPWA program. My Second Chance, Inc. submitted a proposal for facility based housing assistance for persons with HIV/AIDS, and was recommended for funding.

BACKGROUND (Continued) My Second Chance, Inc. is a non-profit agency located in the southern sector of Dallas County. The agency was founded in 1999, and has been providing ongoing gender specific recovery support services and supportive housing to substance abusing women 18 and older who are HIV positive, victims of family violence, formerly incarcerated, homeless, former commercial sex workers, and/or veterans with co-occurring mental health issues since August 2007.

My Second Chance, Inc. currently provides residential supportive housing for HIV positive women at its facility located in South Dallas (75216). The facility is comprised of three bedrooms with double occupancy for a total of six beds dedicated entirely to HIV positive women.

In addition to safe, stable living accommodations and nutritious meals, all program participants receive case management, supportive services (such as life skills training, job readiness, employment coaching, and computer training), recovery coaching, relapse prevention, aftercare and follow-up services, as well as access to medical and mental health care.

The agency provides services for non-English speaking clients through bilingual resources available in the community and by providing written materials in English and in Spanish where possible.

Approval of this item will provide funding in the amount of $164,518 to My Second Chance, Inc. to continue providing HOPWA facility based housing assistance, as follows: $55,758 in Housing Facility Operations, $98,000 in Supportive Services, and $10,760 in Program Administration.

PERFORMANCE MEASURES Number of Persons to be Assisted

Unduplicated clients to be served

2012-13 Goal 25

2012-13 Actual* 12

2013-14 Goal 22

*YTD data through 6/30/13 (9 months); lower clients served due to longer than expected lengths of stay.

Agenda Date 09/11/2013 - page 2

BACKGROUND (Continued) OUTCOME MEASURES The intended outcome of HOPWA facility based housing assistance, as required by HUD is housing stability which is measured by the percentage of clients who remain in stable housing at the end of each program year.

2012-13 Goal 90%

Percent in stable housing

2012-13 Actual* 100%

2013-14 Goal 92%

*YTD data through 6/30/13 (9 months) In FY2013-14, the agency will also collect and report data on access to care and support per HOPWA requirements.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) Authorized a contract with My Second Chance, Inc. for facility based housing assistance on September 22, 2010, by Resolution No. 10-2368.

Authorized a twelve-month contract, with one twelve-month renewal option with My Second Chance, Inc. to provide facility based housing assistance on September 28, 2011, by Resolution No. 11-2529.

Authorized the twelve-month renewal option with My Second Chance, Inc. to provide facility based housing assistance on September 12, 2012, by Resolution No. 12-2255.

FISCAL INFORMATION $164,518 - 2013-14 Housing Opportunities for Persons with AIDS Grant Funds ETHNIC COMPOSITION My Second Chance, Inc. (Board) Black Female White Female Hispanic Female Other Female

7 2 0 0

Black Male White Male Hispanic Male Other Male

1 0 0 0

Agenda Date 09/11/2013 - page 3

OWNER(S) My Second Chance, Inc. Board of Directors Annette Sears, President Emily Vernon, Vice President Mary Turner, Secretary Shirley Neal, Treasurer Amy Carenza

Beverly Coulter Betty Grant Kenneth Grant Tanya Miller Donna Randle

Agenda Date 09/11/2013 - page 4

COUNCIL CHAMBER

September 11, 2013 WHEREAS, Housing Opportunities for Persons with AIDS (HOPWA) grant funds received from the U.S. Department of Housing and Urban Development have been designated to provide services to low-income persons with HIV/AIDS and HIV-related illness and their families; and WHEREAS, the FY2013-14 Consolidated Plan Budget includes the Housing Opportunities for Persons with AIDS (HOPWA) grant from the U.S. Department of Housing and Urban Development in the amount of $4,393,520; and WHEREAS, My Second Chance, Inc. submitted a proposal in response to the City’s Request for Proposals to provide HOPWA facility based housing assistance, and was recommended for funding; and WHEREAS, the City of Dallas seeks to enter into a contract with My Second Chance, Inc. to continue providing these services under the HOPWA entitlement grant; and WHEREAS, this contract is funded by FY2013-14 Housing Opportunities for Persons with AIDS (HOPWA) Grant funds; and WHEREAS, the FY2013-14 Housing Opportunities for Persons with AIDS (HOPWA) Grant funds are available beginning October 1, 2013, and are contingent upon the U.S. Department of Housing and Urban Development’s approval of the City’s FY2013-14 Action Plan and execution of the grant agreements; 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 enter into a twelve-month contract, with two twelve-month renewal options contingent upon available funding with My Second Chance, Inc. to provide facility based housing assistance for persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014, and execute any and all documents required by the contract.

Section 2. That the City Controller is authorized to disburse, in periodic payments to My Second Chance, Inc., an amount not to exceed $164,518, from Fund HW13, Dept.

HOU, Object Code 3099, Vendor No. VS0000020290, according to the following: Fund HW13 HW13 HW13

Unit 252F 256F 255F

Object Encumbrance 3099 CTGH184598 3099 CTGH184599 3099 CTGH184600

Description Housing Facilities Operation Supportive Services Program Admin/Project Sponsors Total

Amount $ 55,758 $ 98,000 $ 10,760 $164,518

COUNCIL CHAMBER

September 11, 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.

AGENDA ITEM # 21 KEY FOCUS AREA:

Clean, Healthy Environment

AGENDA DATE:

September 11, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Housing/Community Services

CMO:

Theresa O’Donnell, 671-9195

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize a twelve-month contract, with two twelve-month renewal options contingent upon available funding with PWA Coalition of Dallas, Inc. dba AIDS Services of Dallas to provide facility based housing assistance for persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014 - Not to exceed $1,070,565 - Financing: 2013-14 Housing Opportunities for Persons with AIDS Grant Funds ($960,478) and 2012-13 Housing Opportunities for Persons with AIDS Grant Funds ($110,087) BACKGROUND On June 26, 2013, City Council adopted the FY2013-14 Consolidated Plan Budget for the U.S. Department of Housing and Urban Development (HUD) grant funds. The grant funds are available beginning October 1, 2013 contingent upon approval of the City’s FY2013-14 Action Plan and execution of grant agreements with HUD. The FY2013-14 Consolidated Plan includes the Housing Opportunities for Persons with AIDS (HOPWA) grant in the amount of $4,393,520. The FY2012-13 Consolidated Plan Budget has unexpended funds remaining. HOPWA grant funds have a period of three years from time of award by HUD in which to be expended.

The City of Dallas has received HOPWA funds since 1993. HOPWA funds serve not only the City of Dallas, but also Dallas County and seven other counties: Collin, Delta, Denton, Ellis, Hunt, Kaufman, and Rockwall. This area is defined as the Dallas Eligible Metropolitan Statistical Area (Dallas EMSA).

On June 27, 2013, the City of Dallas Business Development and Procurement Services Department solicited and received Requests for Proposals (RFP) (BYZ1345) for facility based housing assistance for persons with HIV/AIDS under the HOPWA program.

PWA Coalition of Dallas, Inc. dba AIDS Services of Dallas (ASD) submitted a proposal for facility based housing assistance for persons with HIV/AIDS, and was recommended for funding.

BACKGROUND (Continued) ASD is a non-profit agency located in the southwestern part of the city. The agency was founded in 1987, with its mission being to create and strengthen healthy communities through the delivery of quality, affordable, service-enriched housing for individuals and families living with HIV/AIDS. The agency has been providing supportive housing services continually since April 1987.

ASD currently provides HOPWA facility based housing assistance for persons living with HIV/AIDS. Under this program, the agency provides housing and supportive services to low-income and formerly homeless persons living with HIV/AIDS and their families in four apartment communities (125 units) that are licensed by the Texas Department of State Health Services as special care facilities. The properties are located in North Oak Cliff (75203), south of the Trinity River and adjacent to the Central Business District.

They include Ewing Center (731 North Ewing), Hillcrest House (834 North Marsalis), Revlon Apartments (720 North Lancaster), and Spencer Gardens (717 Comal).

In addition to a privately-configured, furnished apartment, ASD residents receive home health care, comprehensive case management, volunteer support, medical case management, food services, and transportation. ASD provides services for non-English speaking clients through bilingual staff and by providing written materials in English and in Spanish.

Approval of this item will provide funding in the amount of $1,070,565 to ASD to continue providing HOPWA facility based housing assistance, as follows: $370,110 in Housing Facility Operations, $630,420 in Supportive Services, and $70,035 in Program Administration.

PERFORMANCE MEASURES Number of Persons to be Assisted

Unduplicated clients to be served at Ewing Unduplicated clients to be served at Hillcrest Unduplicated clients to be served at Revlon Unduplicated clients to be served at Spencer Total unduplicated clients to be served

2012-13 Goal 24 75 28 13 140

2012-13 Actual* 25 74 29 12 140

2013-14 Goal 24 75 28 13 140

*YTD data through 6/30/13 (9 months)

Agenda Date 09/11/2013 - page 2

BACKGROUND (Continued) OUTCOME MEASURES The intended outcome of HOPWA facility based housing assistance, as required by HUD is housing stability which is measured by the percentage of clients who remain in stable housing at the end of each program year.

2012-13 2012-13 2013-14 Goal Actual* Goal Percent in stable housing at Ewing 90% 100% 92% Percent in stable housing at Hillcrest 90% 99% 92% Percent in stable housing at Revlon 90% 97% 92% Percent in stable housing at Spencer 90% 100% 92% *YTD data through 6/30/13 (9 months) In FY2013-14, the agency will also collect and report data on access to care and support per HOPWA's requirements.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) Authorized the second twelve-month renewal option to the contract with PWA Coalition of Dallas, Inc. dba AIDS Services of Dallas for facility based housing assistance on August 12, 2009, by Resolution No. 09-1914.

Authorized a secured, no interest forgivable loan agreement with PWA Coalition of Dallas, Inc. dba AIDS Services of Dallas on September 9, 2009, by Resolution No. 09-2233.

Authorized a contract with PWA Coalition of Dallas, Inc. dba AIDS Services of Dallas for facility based housing assistance on September 22, 2010, by Resolution No. 10-2369.

Authorized a contract with PWA Coalition of Dallas, Inc. dba AIDS Services of Dallas for facility based housing assistance on September 28, 2011, by Resolution No. 11-2530.

Authorized the twelve-month renewal option to the contract with PWA Coalition of Dallas, Inc. dba AIDS Services of Dallas for facility based housing assistance on August 8, 2012, by Resolution No. 12-1906.

FISCAL INFORMATION $960,478 - 2013-14 Housing Opportunities for Persons with AIDS Grant Funds $110,087 - 2012-13 Housing Opportunities for Persons with AIDS Grant Funds

Agenda Date 09/11/2013 - page 3

ETHNIC COMPOSITION PWA Coalition of Dallas, Inc. dba AIDS Services of Dallas (Board) Black Female White Female Hispanic Female Other Female

1 5 0 0

Black Male White Male Hispanic Male Other Male

1 12 3 0

OWNER(S) PWA Coalition of Dallas, Inc. dba AIDS Services of Dallas Board of Directors Dennis Kershner, Chair Wayne Thomas, Vice Chair William Early, Secretary Don Neubauer, Treasurer Jacque Borel Charles Calise Karen Charleston Sergio Delgado Debbie Duncan Larry Gibson Robert Goldberg, Esq.

Jennifer Greenlee Robert Helm Domingo Jimenez Jon Paul Martinez Buddy Mercer Ashley Pe単a Hon. Craig Smith Budi Sutomo Jennifer Thornton Sharon Valenti Hon. Ernie White

Agenda Date 09/11/2013 - page 4

COUNCIL CHAMBER

September 11, 2013 WHEREAS, Housing Opportunities for Persons with AIDS (HOPWA) grant funds received from the U.S. Department of Housing and Urban Development have been designated to provide services to low-income persons with HIV/AIDS and HIV-related illness and their families; and WHEREAS, the FY2013-14 Consolidated Plan Budget includes the Housing Opportunities for Persons with AIDS (HOPWA) grant from the U.S. Department of Housing and Urban Development in the amount of $4,393,520; and WHEREAS, PWA Coalition of Dallas, Inc. dba AIDS Services of Dallas submitted a proposal in response to the City’s Request for Proposals to provide HOPWA facility based housing assistance, and was recommended for funding; and WHEREAS, the City of Dallas seeks to enter into a contract with PWA Coalition of Dallas, Inc. dba AIDS Services of Dallas to continue providing these services under the HOPWA entitlement grant; and WHEREAS, this contract is funded by FY2013-14 Housing Opportunities for Persons with AIDS (HOPWA) Grant funds and unexpended FY2012-13 HOPWA Grant funds; and WHEREAS, the FY2013-14 Housing Opportunities for Persons with AIDS (HOPWA) Grant funds are available beginning October 1, 2013, and are contingent upon the U.S. Department of Housing and Urban Development’s approval of the City’s FY2013-14 Action Plan and execution of the grant agreements; 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 enter into a twelve-month contract, with two twelve-month renewal options contingent upon available funding with PWA Coalition of Dallas, Inc. dba AIDS Services of Dallas to provide facility based housing assistance for persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014, and execute any and all documents required by the contract.

COUNCIL CHAMBER

September 11, 2013 Section 2. That the City Controller is authorized to disburse, in periodic payments to PWA Coalition of Dallas, Inc. dba AIDS Services of Dallas, an amount not to exceed $ 960,478, from HW13, Dept. HOU, Object Code 3099, Vendor No. 268632, and an amount not to exceed $110,087, from Fund HW12, Dept. HOU, Object Code 3099, Vendor No. 268632, according to the following: Fund HW12 HW13 HW12 HW13 HW12 HW13

Unit 911E 252F 915E 256F 914E 255F

Object Encumbrance 3099 CTGH184601 3099 CTGH184602 3099 CTGH184603 3099 CTGH184604 3099 CTGH184605 3099 CTGH184606

Description Housing Facilities Operation Housing Facilities Operation Supportive Services Supportive Services Program Admin/Project Sponsors Program Admin/Project Sponsors Total

Amount $ 18,820 $ 351,290 $ 80,039 $ 550,381 $ 11,228 $ 58,807 $1,070,565

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 # 22 KEY FOCUS AREA:

Clean, Healthy Environment

AGENDA DATE:

September 11, 2013

COUNCIL DISTRICT(S):

All

DEPARTMENT:

Housing/Community Services

CMO:

Theresa O’Donnell, 671-9195

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize an Interlocal Agreement with Dallas County Health and Human Services to provide scattered site housing assistance for persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014 - Not to exceed $1,385,650 - Financing: 2013-14 Housing Opportunities for Persons with AIDS Grant Funds ($1,085,650) and 2012-13 Housing Opportunities for Persons with AIDS Grant Funds ($300,000) BACKGROUND On June 26, 2013, City Council adopted the FY2013-14 Consolidated Plan Budget for the U.S. Department of Housing and Urban Development (HUD) grant funds. The grant funds are available beginning October 1, 2013 contingent upon approval of the City’s FY2013-14 Action Plan and execution of grant agreements with HUD. The FY2013-14 Consolidated Plan includes the Housing Opportunities for Persons with AIDS (HOPWA) grant in the amount of $4,393,520. The FY2012-13 Consolidated Plan Budget has unexpended funds remaining. HOPWA grant funds have a period of three years from time of award by HUD in which to be expended.

The City of Dallas has received HOPWA funds since 1993. HOPWA funds serve not only the City of Dallas, but also Dallas County and seven other counties: Collin, Delta, Denton, Ellis, Hunt, Kaufman, and Rockwall. This area is defined as the Dallas Eligible Metropolitan Statistical Area (Dallas EMSA).

Dallas County has provided HOPWA scattered site housing assistance (emergency assistance, tenant based rental assistance, supportive services, and administrative costs) to eligible persons residing primarily in Dallas County through Interlocal Agreement since approximately 1993. The agency has the organizational capacity, including one full-time HOPWA supervisor, two full-time HOPWA caseworkers, and a full-time HOPWA clerk, in place to continue providing these services to eligible persons without disruption.

BACKGROUND (Continued) In addition, Dallas County is the administrative agency for other local area HIV/AIDS grant funding and, as such, has collaborative relationships with almost every HIV/AIDS service provider in this community. For these reasons, Dallas County is recommended for funding to continue providing scattered site housing assistance services to eligible persons residing primarily in Dallas County.

Under the HOPWA program, Dallas County provides short-term emergency assistance and long-term tenant based rental assistance to low income persons living with HIV/AIDS in Dallas County. The emergency assistance program includes short-term rental assistance, mortgage, and utility payments, for up to 21 weeks in any 52 week period, to prevent the homelessness of the client. The tenant-based rental assistance program includes rental assistance (with a utility allowance) similar to the Section 8 voucher program. In addition to housing assistance, HOPWA clients receive housing support services through case managers who ensure that clients have access to other services in the Dallas area.

Dallas County provides services for non-English speaking clients through bilingual staff and by providing written materials in English and in Spanish.

Approval of this item will provide funding in the amount of $1,385,650 to Dallas County to continue providing HOPWA scattered site housing assistance, as follows: $1,128,000 in Emergency/Tenant Based Rental Assistance - Financial Assistance, $167,000 in Emergency/Tenant Based Rental Assistance - Housing Services, and $90,650 in Program Administration.

PERFORMANCE MEASURES Number of Persons Assisted

Emergency - unduplicated clients served Tenant-based - unduplicated clients served Total - unduplicated clients served

2012-13 Goal 152 115 267

2012-13 Actual* 129 140 269

2013-14 Goal 125 140 265

*YTD data through 5/31/13 (8 months)

Agenda Date 09/11/2013 - page 2

BACKGROUND (Continued) OUTCOME MEASURES The intended outcome of HOPWA facility based housing assistance, as required by HUD is housing stability which is measured by the percentage of clients who remain in stable housing at the end of each program year.

Emergency - percent in stable housing Tenant-based - percent in stable housing

2012-13 Goal 90% 90%

2012-13 Actual* TBD** 97%

2013-14 Goal 92% 92%

*YTD data through 5/31/13 (8 months) **TBD - Housing Stability for Emergency Assistance determined at year end In FY2013-14, the agency will also collect and report data on access to care and support per HOPWA requirements.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) Authorized the FY2009-10 Interlocal Agreement with Dallas County to provide HOPWA scattered site housing assistance on August 12, 2009, by Resolution No. 09-1910.

Authorized Supplemental Agreement No. 1 to the FY2009-10 Interlocal Agreement with Dallas County to provide HOPWA scattered site housing assistance on June 23, 2010,

by Resolution No. 10-1593.

Authorized the FY2010-11 Interlocal Agreement with Dallas County to provide HOPWA scattered site housing assistance on September 22, 2010, by Resolution No. 10-2365.

Authorized the FY2011-12 Interlocal Agreement with Dallas County to provide HOPWA scattered site housing assistance on September 14, 2011, by Resolution No. 11-2397.

Authorized the FY2012-13 Interlocal Agreement with Dallas County to provide HOPWA scattered site housing assistance on September 12, 2012, by Resolution No. 12-2253.

FISCAL INFORMATION $1,085,650 - 2013-14 Housing Opportunities for Persons with AIDS Grant Funds $ 300,000 - 2012-13 Housing Opportunities for Persons with AIDS Grant Funds

Agenda Date 09/11/2013 - page 3

COUNCIL CHAMBER

September 11, 2013 WHEREAS, Housing Opportunities for Persons with AIDS (HOPWA) grant funds received from the U.S. Department of Housing and Urban Development (HUD) have been designated to provide services to low-income persons with HIV/AIDS and HIV-related illness and their families; and WHEREAS, the FY2013-14 Consolidated Plan Budget includes HOPWA Grant funds from the U.S. Department of Housing and Urban Development in the amount of $4,393,520; and WHEREAS, the City of Dallas seeks to enter into an Interlocal Agreement with Dallas County Health and Human Services to continue providing these services under the HOPWA entitlement grant; and WHEREAS, this contract is funded by FY2013-14 HOPWA Grant funds and unexpended FY2012-13 HOPWA Grant funds; and WHEREAS, the FY2013-14 HOPWA Grant funds are available beginning October 1, 2013, and are contingent upon HUD’s approval of the City’s FY2013-14 Action Plan and execution of the grant agreements; 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 enter into an Interlocal Agreement with Dallas County Health and Human Services to provide scattered site housing assistance for persons with HIV/AIDS for the period October 1, 2013 through September 30, 2014, and execute any and all documents required by the contract.

Section 2. That the City Controller is hereby authorized to disburse, in periodic payments to Dallas County Health and Human Services, an amount not to exceed $300,000, from Fund HW12, Dept. HOU, Object Code 3099, Vendor No. 254643, and an amount not to exceed $1,085,650, from Fund HW13, Dept. HOU, Object Code 3099, Vendor No. 254643, according to the following: Fund HW12 HW13 HW12 HW13 HW13

Unit 909E 250F 910E 251F 255F

Object Encumbrance 3099 CTGH184586 3099 CTGH184587 3099 CTGH184588 3099 CTGH184589 3099 CTGH184590

Description E/TBRA - Financial Assistance E/TBRA - Financial Assistance E/TBRA - Housing Services E/TBRA - Housing Services Program Admin/Project Sponsors Total

Amount $ 200,000 $ 928,000 $ 100,000 $ 67,000 $ 90,650 $1,385,650

COUNCIL CHAMBER

September 11, 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.

AGENDA ITEM # 23 KEY FOCUS AREA:

Economic Vibrancy

AGENDA DATE:

September 11, 2013

COUNCIL DISTRICT(S):

1, 2, 3, 4, 5, 6, 7, 8

DEPARTMENT:

Housing/Community Services

CMO:

Theresa O’Donnell, 671-9195

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize an amendment to the Program Statement for the Dallas Urban Land Bank Demonstration Program to align the Program Statement with 2013 state statute changes including reducing the number of housing units constructed by a qualified participating developer from three to one, expanding the definition of an eligible adjacent property owner to include any owner of adjacent property, before completion of the four-year period, permitting the transfer of property not suitable for development to the taxing entities or to be sold directly to a political subdivision or nonprofit organization and permitting grocery store development with a minimum of 6,000 square feet of enclosed space that offers for sale fresh produce and other food items for home consumption – Financing: No cost consideration to the City BACKGROUND This item will authorize an amendment to the Program Statement for the Dallas Urban Land Bank Demonstration Program to align the Program Statement with 2013 state statute changes. The number of housing units constructed by a qualified participating developer will be reduced from three to one. The definition of an eligible adjacent property owner will be expanded to include any owner of adjacent property. Before completion of the four-year period, the transfer of property not suitable for development to the taxing entities will be permitted. The sale directly to a political subdivision or nonprofit organization will also be permitted before completion of the four-year period. A grocery store development with a minimum of 6,000 square feet of enclosed space that offers for sale fresh produce and other food items for home consumption will be permitted.

PRIOR ACTION/REVIEW (Council, Boards, Commissions) On January 28, 2004, the Dallas City Council established the Dallas Housing Acquisition and Development Corporation (DHADC) as its land bank, approved the Program Statement, authorized amendments to the Articles of Incorporation and By-Laws of the DHADC, and authorized an interlocal contract with the affected taxing jurisdictions for participation in the Dallas Urban Land Bank Demonstration Program by Resolution No. 04-0458.

On May 26, 2004, the Dallas City Council authorized a contract with the DHADC for the provision of land bank services as set forth in the amended Program Statement for the Dallas Urban Land Bank Demonstration Program approved by the City Council on January 28, 2004, by Resolution No. 04-1726.

On November 10, 2004, the City Council approved an amendment to the Program Statement for the Dallas Urban Land Bank Demonstration Program to prohibit the placement of industrialized housing on any property sold by Dallas Housing Acquisition and Development Corporation to a developer by Resolution No. 04-3193.

On February 22, 2006, the City Council approved an amendment to the Program Statement for the Dallas Urban Land Bank Demonstration Program to delete the requirement that the Investment Committee review the developer’s proposals to purchase lots from Dallas Housing Acquisition and Development Corporation by Resolution No. 06-0632.

On October 8, 2008, the City Council approved an amendment to the Program Statement for the Dallas Urban Land Bank Demonstration Program to align the program with 2007 State statute changes including reducing the delinquent taxes from six consecutive years to five total years, adding uninhabitable vacant buildings or residences to the site assessment criteria and eliminating the community meeting requirement if the properties are packaged in groups of 10 or fewer lots by Resolution No. 08-2770.

On September 23, 2009, the City Council approved an amendment to the Program Statement for the Dallas Urban Land Bank Demonstration Program to align the program with 2009 State statute changes including permitting the sale of non-developable property to eligible adjacent property owners, permitting the sale of two adjacent properties to a developer if at least one of the properties is developable and permitting a developer to exchange a property purchased from the Land Bank with any other property owned by the developer with agreement to construct an affordable house by Resolution No. 09-2312.

FISCAL INFORMATION No cost consideration to the City

Agenda Date 09/11/2013 - page 2

COUNCIL CHAMBER

September 11, 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: 1) approved the City of Dallas Urban Land Bank Demonstration Program Plan; 2) approved the Program Statement for the Dallas Urban Land Bank Demonstration Program; 3) authorized amendments to the Articles of Incorporation and By-Laws of the DHADC; and 4) authorized an interlocal contract with the affected taxing jurisdictions for participation in the Dallas Urban Land Bank Demonstration Program by Resolution No. 04-0458; and WHEREAS, on May 26, 2004, the City Council authorized a contract with the DHADC for the provision of land bank services as set forth in the amended Program Statement for the Dallas Urban Land Bank Demonstration Program approved by the City Council on January 28, 2004, by Resolution No. 04-1726; and WHEREAS, on November 10, 2004, the City Council approved an amendment to the Program Statement for the Dallas Urban Land Bank Demonstration Program to prohibit the placement of industrialized housing on any property sold by Dallas Housing Acquisition and Development Corporation to a developer by Resolution No. 04-3193; and WHEREAS, on February 22, 2006, the City Council approved an amendment to the Program Statement for the Dallas Urban Land Bank Demonstration Program to delete the requirement that the Investment Committee review the developer’s proposals to purchase lots from Dallas Housing Acquisition and Development Corporation by Resolution No. 06-0632; and WHEREAS, on October 8, 2008, the City Council approved an amendment to the Program Statement for the Dallas Urban Land Bank Demonstration Program to reduce the delinquent taxes from six consecutive years to five total years, add uninhabitable vacant buildings or residences to the site assessment criteria and eliminate the community meeting requirement if the properties are packaged in groups of 10 or fewer lots by Resolution No. 08-2770; and WHEREAS, on September 23, 2009, the City Council approved an amendment to the Program Statement for the Dallas Urban Land Bank Demonstration Program to permit the sale of non-developable property to eligible adjacent property owners, permit the sale of two adjacent properties to a developer if at least one of the properties is developable and permit a developer to exchange a property purchased from the Land Bank with any other property owned by the developer with agreement to construct an affordable house by Resolution No. 09-2312; and

COUNCIL CHAMBER

September 11, 2013 WHEREAS, the City Council desires to approve an amendment to the Program Statement for the Dallas Urban Land Bank Demonstration Program (Exhibit “A”) to align the Program Statement with 2013 state statute changes including reducing the number of housing units constructed by a qualified participating developer from three to one, expanding the definition of an eligible adjacent property owner to include any owner of adjacent property, before completion of the four-year period, permitting the transfer of property not suitable for development to the taxing entities or to be sold directly to a political subdivision or nonprofit organization and permitting grocery store development with a minimum of 6,000 square feet of enclosed space that offers for sale fresh produce and other food items for home consumption; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the amendment to the Program Statement for the Dallas Urban Land Bank Demonstration Program, as shown on Exhibit “A”, which aligns the Program Statement with 2013 state statute changes including reducing the number of housing units constructed by a qualified participating developer from three to one, expanding the definition of an eligible adjacent property owner to include any owner of adjacent property, before completion of the four-year period, permitting the transfer of property not suitable for development to the taxing entities or to be sold directly to a political subdivision or nonprofit organization and permitting grocery store development with a minimum of 6,000 square feet of enclosed space that offers for sale fresh produce and other food items for home consumption is approved.

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.

Dallas Urban Land Bank Demonstration Program Program Statement Page 1 Program Purpose: To acquire, hold and transfer real property for affordable housing development to house low- and moderate-income households and to stabilize distressed communities. Property may be developed for home ownership or rental.

Also, property may be developed for grocery stores with a minimum of 6,000 square feet.

The Dallas Housing Acquisition and Development Corporation (DHADC) is the Land Bank approved by the City Council for accomplishment of the program purpose. The DHADC will operate under the Articles of Incorporation and By-laws approved by the Dallas City Council and amendments authorized by the City Council from time to time.

The DHADC will maintain properties it acquires in compliance with City of Dallas Code requirements.

The DHADC will comply with the requirements of the Public Information and Open Meetings provisions of the State Government Code, and will keep accurate minutes of its meetings. The DHADC will keep accurate records and books of account that conform with generally accepted principles of accounting and that clearly reflect the income and expenses of the DHADC and all transactions in relation to its property. The DHADC will file with the City, not later than December 30th, annual audited financial statements prepared by a certified public accountant.

Dallas Urban Land Bank Demonstration Program For acquisition and sale of tax-foreclosed properties, the DHADC shall operate in compliance with the Dallas Urban Land Bank Demonstration Program Plan (“Land Bank Plan”), approved annually by the Dallas City Council, and Subtitle A, Title 12, Local Government Code, Chapter 379C, Urban Land Bank Demonstration Program (“Code”).

The Land Bank Plan describes the City's methods for allowing the officer charged with selling unimproved real property ordered sold pursuant to the foreclosure of a tax lien to sell certain eligible real property by private sale for purposes of affordable housing development, which may include either home ownership or rental housing, or grocery store development with a minimum of 6,000 square feet of enclosed space that offers for sale fresh produce and other food items for home consumption. Lots may contain rental housing units above a retail/commercial/office development for rent to low and moderate income tenants. The Land Bank Plan includes the City's plan for development of tax-foreclosed properties acquired by the DHADC.

Dallas Urban Land Bank Demonstration Program Program Statement Page 2 City Manager Responsibilities The City of Dallas will adopt a Land Bank Plan annually. The City Manager or his/her designee will recommend the Land Bank Plan, in compliance with the Code, for City Council approval. The Land Bank Plan will consider other housing plans adopted by the City, including the comprehensive plan submitted to the United States Department of Housing and Urban Development (“HUD�) and all fair housing plans and policies adopted or agreed to by the City. The Land Bank Plan will include: 1.

A list of community development organizations eligible to participate in the right of first refusal provided by the Land Bank Plan; 2.

A list of parcels of real property that may become eligible for sale to the Land Bank during the upcoming year; 3.

The City's plan for affordable housing development on those parcels of real property; 4.

The sources and amounts of funding anticipated to be available from the City at the time the Land Bank Plan is adopted or subsequently approved; and 5.

Beginning with Fiscal Year 2004-05, the first year in which property is anticipated to be sold to qualified participating developers, the sale price of the properties to be sold.

The City Manager, or his/her designee, will identify properties that may become eligible for sale to the DHADC Land Bank from the Sheriff’s sale for inclusion in the Land Bank Plan. Prior to a recommendation to the DHADC for tax-foreclosure in anticipation of Land Bank acquisition, each property will be assessed as to its suitability for development as described in the Land Bank Plan. In making an assessment of site suitability for affordable housing/grocery store development under the Urban Land Bank Demonstration Program, several factors will be reviewed, including but not limited to the following: 1.

Are there delinquent taxes on the property for a total of at least five years?

2.

Is the market value of the property as specified in the judgment of foreclosure less than the total amount due under the judgment, including all taxes, penalties, and interest plus the value of non-tax liens held by a taxing unit and awarded by the judgment, court costs, and cost of the sale?

Dallas Urban Land Bank Demonstration Program Program Statement Page 3 3.

Is the property unimproved or vacant or improved with an uninhabitable occupied structure?

4.

Is the physical site of a size, shape and topography appropriate to build the proposed housing/grocery store?

5.

Is the property location desirable for housing/grocery store development?

6.

Are there building restrictions such as flood plain prohibitions?

7.

Location in a special planning or zoning district, such as an historic district, should be noted early in the process in order to understand possible development requirements that will be necessary should the Land Bank acquire the property.

The City Manager, or his/her designee, will annually identify properties potentially eligible for sale to the DHADC Land Bank under the Dallas Urban Land Bank Demonstration Program and obtain approval of the participating taxing jurisdictions.

The City Manager, or his/her designee, will review all proposals recommended by the DHADC for purchase and development of Land Bank property, recommend proposals for approval to the City Council and notify the DHADC of those proposals approved by the City Council.

The City Manager will annually review DHADC requests for funding, if any, and will include a recommendation of that amount, if any, that he determines to be appropriate in his annual budget recommendation to the Dallas City Council.

The City Manager is authorized to implement the Dallas Urban Land Bank Demonstration Program in accordance with this Program Statement and establish guidelines and procedures to operate the Program.

DHADC Responsibilities Following City recommendation of a property for acquisition by the DHADC Land Bank, the City and DHADC will coordinate with the legal service provider for the filing of a tax lawsuit subject to the consent of the participating taxing jurisdictions. The City will notify the participating taxing jurisdictions of properties referred to the legal service provider for a tax lawsuit. If the judgment in the tax lawsuit authorizes sale of the property to the Land Bank, DHADC will purchase the property from the officer charged by the Court with the sale of the property for an amount consistent with the sale price authorized in the interlocal agreement with the participating taxing jurisdictions.

Dallas Urban Land Bank Demonstration Program Program Statement Page 4 The Land Bank must sell property to a qualified participating developer within the four-year period following the date of acquisition. If after four years a qualified participating developer has not purchased the property, the property shall be transferred from the Land Bank to the taxing entities. Property not suitable for development may be transferred to the taxing entities or be sold directly to a political subdivision or nonprofit organization prior to completion of the four-year period.

Notwithstanding any other right of first refusal granted by the Code, if the Land Bank determines that a property owned by the Land Bank is not appropriate for residential development, the Land Bank shall first offer the property for sale to an eligible adjacent owner according to the terms and conditions developed by the Land Bank consistent with the Code. Notwithstanding any other right of first refusal granted by the Code, the Land Bank shall first offer this property for sale to an eligible adjacent property owner according to terms and conditions developed by the Land Bank consistent with the Code. The Land Bank shall sell the property to an eligible adjacent property owner for the lesser of (1) the fair market value for the property determined by the appraisal district in which the property is located or (2) the sales price recorded in the annual plan.

An “eligible adjacent property� owner means a person who owns property located adjacent to property owned by the Land Bank and has owned the adjacent property and continuously occupied that property as a primary residence for the two-year period preceding the date of the sale and satisfies eligibility requirements adopted by the Land Bank. The DHADC is also authorized to submit bids at the Sheriff’s sale of tax-foreclosed real property.

Once the DHADC has acquired, at its determination, a sufficient number of properties for sale within a specific geographic area, the DHADC will hold a community meeting to seek public input on the development of the properties if the number of properties to be sold in a group to a developer is greater than ten properties. The DHADC will schedule the meeting at a time and date that allows for the attendance of the City Councilmember(s) representing the community in which the properties are located.

Public notice of the meeting will be provided by DHADC to property owners and residents within 200 feet of the properties to be sold.

The DHADC will issue a Request for Proposals (RFP) for the purchase and development, which may include either home ownership or rental housing or grocery stores, of the properties identified by the DHADC as being ready for sale as presented at the community meeting. The RFP will include information as to the community input from the community meeting and the development requirements of the City, the Code and the Land Bank Plan.

Dallas Urban Land Bank Demonstration Program Program Statement Page 5

The DHADC Board will consider proposals and approve the sale of the property to a developer, subject to City Council approval. The DHADC will schedule a second community meeting, if the number of properties to be sold in a group to a developer is greater than ten properties, with the same notification requirements as described above for a developer who is not a community housing development organization with a right of first refusal as defined in the Code. At this second meeting, the DHADC and the recommended developer will present its development proposal to the community for additional comment. The DHADC Board may consider the additional community input.

The Land Bank may sell two adjacent properties that are owned by the Land Bank to a qualified participating developer if at least one of the properties is eligible for residential development and the developer agrees to replat the two adjacent properties as one property that is appropriate for residential development.

The DHADC may permit a qualified participating developer to exchange a property purchased from the Land Bank with any other property owned by the developer if the developer agrees to construct on the other property affordable housing for low income households as provided by the Code and the other property will be located in a planned development incorporating the property originally purchased from the Land Bank or another location as approved by the Land Bank. The Land Bank shall adjust the Deed Restrictions under Code Section 379C.010 for each of the properties exchanged by this Code.

Following City Council approval, each sale of property acquired by the DHADC Land Bank as a result of a tax-foreclosure lawsuit will comply with the Code and Land Bank Plan with regard to deed restrictions on the property for development, occupancy and use of property by qualified low- and moderate-income households. The DHADC may release the deed restrictions placed on the property upon compliance by the developer.

The DHADC shall prohibit the placement of industrialized housing or industrialized buildings, as those terms are defined in Chapter 1202 of the Texas Occupations Code, as may be amended, on any real property or part thereof sold by the DHADC to a Qualified Participating Developer or builder and shall enforce such prohibition by deed restriction, approved as to form by the City of Dallas City Attorney.

Dallas Urban Land Bank Demonstration Program Program Statement Page 6 Annually, not later than the date established by the City Manager, the DHADC will submit a request to the City for funding for the acquisition of property, legal services for tax lawsuits, operations of the DHADC Land Bank, and maintenance of the properties acquired. To support its request, the DHADC will determine: 1) the number of properties anticipated to be acquired during the upcoming fiscal year and the anticipated cost of acquisition; 2) the projected cost of legal services; 3) the projected administrative and operating costs; 4) the projected maintenance cost of properties held and to be acquired by the DHADC Land Bank and the anticipated period of time that the properties will be held; 5) the projected number of properties to be sold during the upcoming fiscal year and the sale price for the properties; and 6) the availability of non-City resources to cover such costs.

In making its funding request to the City, the DHADC will recommend pricing for the sale of the lots such that the revenues from the DHADC Land Bank sale of acquired properties will cover the legal service, operating and property maintenance costs and City funds will be for property acquisition only.

For purposes of evaluating the effectiveness of the Dallas Urban Land Bank Demonstration Program, the DHADC will submit an annual performance report to the City not later than November 1st of each year in which the DHADC sells property under the Dallas Urban Land Bank Demonstration Program. The performance report will include the information required by the Code and the Land Bank Plan.

The DHADC will maintain in its records for inspection a copy of the sale settlement statement for each property sold by a qualified participating developer and a copy of the first page of the mortgage note with the interest rate and indicating the volume and page number of the instrument as filed with the County Clerk. For each property developed as rental housing, the DHADC will maintain in its records for inspection a copy of the annual occupancy report filed by the owner. The DHADC will provide copies of the performance report to the taxing units who were parties to the judgment of foreclosure and will provide notice of the availability of the performance report for review to the organizations and neighborhood associations identified by the City as serving the neighborhoods in which properties sold to the DHADC Land Bank under the Urban Land Bank Demonstration Program are located. The DHADC and the City will maintain copies of the performance report available for public review.

Dallas Urban Land Bank Demonstration Program Program Statement Page 7 Acquisition of property not qualified for land bank tax foreclosure The DHADC may undertake land acquisition, assemblage, maintenance and sale for affordable housing development of properties that do not qualify for tax foreclosure and acquisition under the Dallas Urban Land Bank Demonstration Program.

For property acquisition other than those under the Dallas Urban Land Bank Demonstration Program (DULBDP): 1. The DHADC may not use City funds to pay more than fair market value, based upon an independent property appraisal, for real property acquired; 2. The DHADC may not pay more than $10,000 for a property, including closing costs, without specific City Council approval of the acquisition; 3. Property that is not acquired through the DULBDP may be sold for no more than the appraised value and costs of sale and for no less than the sale price approved by the City Controller for land bank lots in the annual plan for the DULBDP Dallas Urban Land Bank Demonstration Program. Property sales must comply with the occupancy restrictions of the DULBDP and must be approved by City Council; 4. If funding for such acquisition is provided under the Dallas Residential Development Acquisition Loan Program or similar affordable housing or economic development program of the City of Dallas, DHADC actions will be governed by the City Council resolution authorizing the contract, the City Council approved Program Statement for the City Program under which the funding is provided, the terms of the contract between the City and the DHADC; and 5. The proceeds from the sale of property acquired under contract with the City of Dallas that is not acquired under the DULBDP Dallas Urban Land Bank Demonstration Program shall be considered program income to the City of Dallas program and funding source and shall be returned to the City unless specifically authorized otherwise in the contract between the City of Dallas and the DHADC.

AGENDA ITEM # 24 KEY FOCUS AREA:

Economic Vibrancy

AGENDA DATE:

September 11, 2013

COUNCIL DISTRICT(S):

Outside City Limits

DEPARTMENT:

Intergovernmental Services Office of Management Services

CMO:

A. C. Gonzalez, 670-3302 Jeanne Chipperfield, 670-7804

MAPSCO:

N/A ________________________________________________________________

SUBJECT Authorize approval of the FY 2013-2014 Dallas/Fort Worth International Airport Board Annual Budget – Financing: No cost consideration to the City

BACKGROUND In accordance with the contract and agreement between the owner cities of Dallas and Fort Worth, dates April 15, 1968 and as amended by approval of this Council on August 22, 2007, the Dallas/Fort Worth International Airport Board is required to submit its th th annual budget to the owner cities by August 15 for approval by September 30 of each year.

PRIOR ACTIONS/REVIEW (COUNCIL, BOARDS, COMMISSIONS) The Finance & Audit Committee of the Dallas City Council is scheduled to be briefed on September 3, 2013.

The Dallas City Council is scheduled to be briefed on September 4, 2013.

FISCAL INFORMATION No cost consideration to the City.

COUNCIL CHAMBER

September 11, 2013 WHEREAS, the Dallas/Fort Worth International Airport (“the Airport”) serves the aviation needs of the owner cities of Dallas and Fort Worth; and WHEREAS, the Dallas/Fort Worth International Airport Board (“the Board”) presented the 2013-2014 Annual Budget to the City Council of the City of Dallas for its approval in accordance with the Contract and Agreement between the cities of Dallas and Fort Worth, dated April 15, 1968, as amended, which established the Board as the operating Board of Directors for the Airport; Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: SECTION 1. That the City Council hereby approves the 2013-2014 Dallas/Fort Worth International Airport Board Annual Budget, attached hereto as Exhibit A. 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.

Exhibit A

FY 2014 ADOPTED BUDGET

Finance Department P.O. Box 619428 DFW Airport, Texas 75261-9428

FY 2014 Adopted Budget Introduction Table of Contents Introduction DFW’s Vision Statement and Board of Directors.…..................................................................... 2 DFW Infrastructure....................................................................................................................... 4 Strategic Plan................................................................................................................................6 DFW's Airline Use Rate Agreement Model................................................................................... 7 DFW Fund Structure………......................................................................................................... 9 FY 2013 Budget Amendments and Outlook……………………………………………………….... 10 Budget Schedule.....………………………………………………………………............................. 11 Executive Summary FY 2014 Key Performance Indicators…......................................................................................12 FY 2014 Budget Comparisons and Walkforward……………..…………………………………….. 12 FY 2014 102 Budget Exposures…………………........................................................................ 15 FY 2014 Capital Project Exposures …………………………………………………....................... 16 Passenger Airline Cost per Enplanement (CPE).........................................................................18 Revenues and Expenses Budget Overview…………………………………………………………. 20 Capital Programs and Debt Financing.….………….................................................................... 22 Airline Cost Centers Airfield Cost Center……………………………........................................................................... 23 Terminal Cost Center………………………................................................................................ 26 Transfers - Joint Capital Account Transfer................................................................................. 28 Transfers - DFW Terminal Contribution...................................................................................... 29 Cost Per Enplanement (CPE) Calculation...………………………………………………………... 30 DFW Cost Center DFW Cost Center Revenues and Expenses.............................................................................. 31 Parking Business Unit................................................................................................................. 33 Concessions Business Unit........................................................................................................ 35 Rental Car Center (RAC) Business Unit..................................................................................... 36 Commercial Development Business Unit................................................................................... 37 Other DFW Revenues and Expenses......................................................................................... 38 Operating Expenses FY 2014 Expense Budget by Major Cost Driver......................................................................... 40 Operating Budget by Category................................................................................................... 44 Contingency Outside of Rate Base............................................................................................ 47 Net Debt Service Budget............................................................................................................ 47 Positions..................................................................................................................................... 48 Departments Department Overview and Walkforwards…............................................................................... 49 Capital Budget Projected Capital - Uses of Cash by Capital Account................................................................ 66 DFW Capital Account….............................................................................................................. 68 Joint Capital Account.................................................................................................................. 69 Capital Project-Sources of Cash .............................................................................................. 72

1 DFW International Airport

FY 2014 Adopted Budget Introduction

2 DFW International Airport

FY 2014 Adopted Budget Introduction

Airport Background The Dallas/Fort Worth International Airport (the “Airport” or “DFW”) was created by a “Contract and Agreement” between the cities of Dallas, Texas, and Fort Worth, Texas (“the Cities”) on April 15, 1968 for the purpose of developing and operating an airport as a joint venture between the Cities. Although owned by Dallas and Fort Worth, DFW is located within the boundaries of the Cities of Grapevine, Coppell, Irving, Euless, and Fort Worth; and within Dallas and Tarrant Counties.

Source: DFW Airport Information Technology Services/GIS Group

3 DFW International Airport

FY 2014 Adopted Budget Introduction DFW is a located within a four-hour flight time of 95% of the U.S. population and currently ranks fourth among the world’s busiest airports in terms of operations and eighth in terms of passengers. Its central location is the focal point of one of the nation’s largest intermodal hubs, connecting air, rail, and interstate highway systems. DFW currently operates daily passenger flights to 200 destinations worldwide, including 148 nonstop domestic destinations and 52 nonstop international destinations. There are 22 passenger carriers and 17 cargo carriers serving DFW. The Airport is recognized as a premier inland cargo hub, served by major international cargo carriers. According to the Texas Department of Transportation, DFW is the primary economic engine for North Texas, driving $15.7 billion of economic impact, supporting 268,000 jobs, and generating $7.4 billion in payroll annually.

DFW Infrastructure Airfield – DFW has more operational capacity than any airport in the United States with 7 runways: 5 north/south parallels and 2 diagonals. Four of DFW’s runways are 13,400 feet in length. DFW is focused on the future and preparing to handle next generation aircraft, including the Airbus A380.

The Airport’s designated hourly capacity arrival/departure flow is approximately 186-193 aircraft operations per hour under reduced instrument flight conditions and approximately 270-279 aircraft operations per hour under optimum visual flight conditions, a condition that prevails approximately 94% of the time. DFW estimates it is using close to 60% of its aircraft operation capacity at this time.

Terminals – DFW has 5 terminals (A, B, C, D, and E) totaling 6.3 million square feet of building space, including 155 aircraft boarding gates, 358 ticketing positions with supporting self-service kiosks, and 15 security checkpoints. As of June 30, 2013, 9 of the gates were closed for renovation as part of the Terminal Renewal and Improvement Program (TRIP) and 12 were not regularly scheduled, including 5 gates in the Terminal E Satellite facility that is connected to Terminal E via a tunnel. Collectively, the airlines averaged 6.7 turns per active gate for the first six months of FY 2013.

DFW Terminal Complex

American Airlines operates domestic service in Terminals A and C, and both domestic and international service in Terminal D. American Eagle operates domestic service in Terminals B

4 DFW International Airport

FY 2014 Adopted Budget Introduction and D, and international service in Terminal D. All other domestic flights service in Terminals B and E. All international flights arrive in DFW’s Terminal D. Terminal D has 2.2 million of square feet and 27 gates. All terminal gate leases expire September 30, 2020 per the terms of a ten year Airline Use Agreement which became effective in October 01, 2010. DFW’s Federal Inspection Service (FIS) facilities are located in Terminal D. The Airport’s FIS facility is approximately 406,000 square feet with 60 inspection booths and 8 baggage carousels.

DFW is responsible for all of the janitorial and facility maintenance in Terminals B, D and E, and baggage maintenance in Terminals B and E. Most of the maintenance and janitorial functions are contracted out to third parties. Costs associated with maintenance of these facilities are included in DFW’s operating budget. American Airlines is responsible for the majority of the facilities maintenance custodial services and all of the baggage maintenance in Terminals A and C. In Terminal D, they maintain their preferentially leased jet bridges and all of the Terminal D baggage systems. The cost of these maintenance activities are paid directly by American Airlines and not included in DFW’s budget or financial statements.

Transit System – DFW’s people mover system (Skylink) transports passengers and employees between terminals on the secure side. DFW operates 16 to 24 fully automated cars on Skylink during normal operations. Skylink cars circle the 5 terminals in 2 directions, and trains arrive an average of every 2 minutes at each terminal. There are 2 Skylink stations in each terminal. The average customer ride is about 5 minutes. DFW also uses buses to transport passengers and employees between terminals on the non-secure side, as well as to the Grand Hyatt Hotel, parking lots and the Rental Car Center (RAC). DFW uses 29 buses to shuttle passengers between the terminals and Grand Hyatt (Terminal Link); 59 buses between remote and express parking lots and the terminals; 5 buses for various DFW activities and service between the Trinity Railway Express Centerpoint station and the terminals; 32 buses between employee parking lots and the terminals; and 54 buses between the terminals and the RAC. Airport Operations Center/Emergency Operations Center (AOC/EOC) – DFW’s AOC/EOC serves as a single point of contact to centralize communications for DFW’s passengers, guests, tenants, employees, and contractors. This includes the 9-1-1 call management of police, fire and emergency medical response teams and 3-1-1 non-emergency services. The AOC/EOC handles an average of 27,000 and 1,950 calls, respectively, each month.

DFW Controlling Documents In addition to the Contract and Agreement between the Cities, DFW is governed by several other key documents, including the 30th Supplemental Bond Ordinance which modified the original 1968 Concurrent Bond Ordinance (collectively called the Bond Ordinances); and the Use Agreements between DFW and the Signatory Airlines. Collectively, these agreements are called the Controlling Documents.

The Controlling Documents define how DFW manages its business affairs. DFW does not collect any local tax revenue to fund its operations.

The Controlling Documents require that Gross Revenues of the Airport be deposited into the “102 Revenue and Expense Fund” (102 Fund). Gross Revenues are defined as all Airport revenues and receipts except: bond proceeds; Passenger Facility Charge (PFC) proceeds used to fund capital projects (rather than for debt service); interest earned on unspent bonds; proceeds in the Capital Accounts; PFC receipts; grant proceeds used to fund capital projects; and sale of land or mineral rights, including natural gas royalties.

5 DFW International Airport

FY 2014 Adopted Budget Introduction Strategic Plan DFW updated its Strategic Plan in FY 2012 keeping the same overall structure as its previous Plan, but with some change in strategic focus on:       

The initiation of the 8-year, $2.0 billion Terminal Renewal and Improvement Program (TRIP) to renovate and modernize our 4 older terminals.

The impact of global airline alliances on airline and airport competition, and DFW’s increased focus on becoming the most preferred “Super Global Hub” in the world.

A 10–year Airline Use Agreement that redefines DFW’s business model and relationship with the airlines.

An increased emphasis on becoming a “business partner’ with airlines and contractors to provide superior services to DFW’s passenger guests.

An expanded definition of DFW’s primary customer groups beyond the passenger to include airlines and tenants.

A critical shift in focus - that all DFW’s employees either directly or indirectly support our customers.

A financial plan that establishes DFW’s financial targets through FY 2020, to be updated annually.

The Strategic Plan is a critical document that includes DFW’s Vision and Mission Statements and identifies the critical strategies to achieve DFW’s Primary Business Goal of growing the core business of domestic and international passenger and cargo airline service. DFW takes a balanced approach to its Strategic Plan. Management focuses its Key Drivers/Results of being cost competitive, satisfying the customer, and achieving operational excellence, through engaged employees. A copy of DFW’s full Strategic Plan is available at www.dfwairport.com. A schematic of the DFW Strategic Plan follows:

6 DFW International Airport

FY 2014 Adopted Budget Introduction Airline Use Agreement Rate Model The Use Agreement is a hybrid model, whereby the Signatory Airlines pay landing fees and terminal rentals based on the net cost to provide those services, and DFW retains a portion of the net revenues from non-airline business units (e.g., parking) in the DFW Cost Center (DFW CC). The following chart is a summary of the current Airline Use Agreement rate model: 7

Operating Revenue and Expense Fund (the 102 Fund) Airline Cost Centers Airfield

DFW Cost Centers Terminal

Expenses Direct Costs

Expenses Direct Costs

DPS and Overhead Allocations

DPS and Overhead Allocations

Debt Service (net of PFCs)

Debt Service (net of PFCs)

Less: Misc. Airfield Revenues General Aviation Fueling Facility Lease

Less: Misc. Terminal Rentals Federal Inspection Fees Turn Fees; TSA Rentals Concessions Reimbursements

DFW DFW Revenues (Business Units) Parking, Concessions, RAC, Commercial Development, Employee Transp., Taxis, Utilities, and Interest Income Less: Expenses Direct Costs DPS and Overhead Allocations Debt Service (net of PFCs)

+/- Transfers/Adjustments +/- Transfers/Adjustments - Lower Threshold Adjustment + DFW Terminal Contribution + Upper Threshold Adjustment + Annual Capital Transfer +/- True-Up Adjustment +/- True-Up Adjustment Net Cost = Landing Fees (KPI) Net Cost =Terminal Rentals (KPI)

- Transfers/Other - Skylink Costs - DFW Terminal Contribution KPI = DFW Cost Center Net Revenues

Airline Cost & Airline Cost per Enplanement (KPI)

+/- Threshold Adjustments +/- True-Up Adjustment Net Revenues to the DFW Capital Account (KPI)

Capital Accounts (Capital Improvement Fund) Joint Capital Account + Natural Gas Royalties + Sale of Land Proceeds - Annual Capital Transfer to the Terminal Cost Center

Coverage Account

DFW Capital Account

Funded from existing coverage, plus coverage from New Debt Service from all three cost centers as debt service increases

Funded annually from DFW CC. Contributions must be higher than Lower Threshold and cannot exceed the Upper Threshold.

7 DFW International Airport

FY 2014 Adopted Budget Introduction

Airline Cost Centers – The Airline Cost Centers are cost recovery in nature, such that the amount charged to the airlines equals the cost to provide services, after certain adjustments.

Landing fees and terminal rental rates are based on the net cost to operate and maintain the airfield and terminals, respectively. DFW charges the direct operating and maintenance costs for the airfield and terminals, plus allocated Department of Public Safety (DPS) and overhead costs, plus debt service, net of Passenger Facility Charges (PFCs), to each cost center; then, subtracts ancillary revenues generated in these cost centers; and credits or charges certain transfers and/or adjustments (see True-Up Adjustments below). The budgeted landing fee rate is determined by dividing the net cost of the airfield by estimated landed weights. The budgeted average terminal rental rate is determined by dividing the net cost of the terminal cost center divided by leasable square footage. The Use Agreement requires the Airport to charge an equalized terminal rental rate for all 5 terminals.

The amount paid by the airlines for landing fees and terminal rent fees less airline incentive payments equals airline cost, which is an airport industry Key Performance Indicator (KPI).

Another common industry KPI is passenger airline cost per enplaned passenger or CPE. This KPI for passenger airlines is calculated by dividing the amount paid by passenger airlines for landing fees and terminal rent fees less airline incentive payments (i.e., collectively, airline cost) by the number of enplanements.

DFW Cost Center – All non-airline business units, plus interest income, are included in the DFW Cost Center. The DFW Cost Center is also responsible for all costs associated with the Skylink people mover system per the terms of the Use Agreement. The net revenues from this cost center are transferred to the DFW Capital Account providing the net revenues are not lower than the Lower Threshold or not higher than the Upper Threshold. If either of these occur, then a Threshold or True-Up Adjustment is required. One of DFW’s most important KPIs is Net Revenues from the DFW Cost Center. This KPI measures the net revenues generated by DFW’s non-airline business units, after adjusting for the cost of Skylink, and drives the amount of cash flow that can be transferred to the DFW Capital Account each year.

Joint Capital Account - Funds in the Joint Capital Account (JCA) require DFW and airline approval before money can be spent. The JCA is funded from the proceeds from natural gas royalties and the sale of land, plus interest income on the account. Supplemental funding for projects paid from the JCA comes from grants and the issuance of debt. Per the terms of the Use Agreement, an Annual Capital Transfer (described below) is made from the JCA to the Terminal Cost Center to lower airline cost through FY 2017.

Coverage Account – The Airport established the Coverage Account as part of the new Use Agreement in order to implement rolling coverage. It was initially funded from coverage collected in FY 2010 (the last year of the old Use Agreement). Each year, the Coverage Account is rolled into the 102 Fund as a source of revenue, and then transferred back into the Coverage Account as excess revenue at the end of the year. The Coverage Account must equal 25% of aggregate debt service each year. If new debt is issued, each cost center must generate the incremental coverage required to fund 25% of the new debt service. These incremental coverage amounts are collected in the 102 Fund through rates and charges during the fiscal year.

DFW Capital Account – This is DFW’s discretionary account and is funded primarily from the Net Revenues of the DFW Cost Center, plus interest income. Supplemental funding for projects

8 DFW International Airport

FY 2014 Adopted Budget Introduction paid from the DFW Capital Account comes from grants and the issuance of debt. Funds in this account may be used for any legal purpose without prior airline approval.

Threshold Adjustments – The Use Agreement established a Lower Threshold and an Upper Threshold for Net Revenues from the DFW Cost Center to limit the amount transferred annually to the DFW Capital Account. If DFW Cost Center Net Revenues are budgeted to be less than the Lower Threshold ($43.0 million in FY 2014), an incremental charge (i.e., a Lower Threshold Adjustment) is collected through landing fees in an amount sufficient to achieve the Lower Threshold amount. Conversely, if DFW Cost Center Net Revenues are budgeted to be greater than the Upper Threshold ($64.3 million in FY 2014), then 75% of the excess is credited to the Airfield Cost Center as an Upper Threshold Adjustment. This reduces budgeted landing fees.

The remaining 25% may be retained in the DFW Cost Center and transferred to the DFW Capital Account at the end of the fiscal year. The benefit of the Lower Threshold Adjustment is that it guarantees that DFW will have a minimum level of cash to transfer to the DFW Capital Account so that DFW can replace assets on a timely basis. Conversely, the Upper Threshold limits the Airport’s ability to generate significantly more net revenues and serves to reduce airlines’ costs as non-airline revenues increase. It also places a limit on DFW’s ability to significantly increase its coverage ratios. The Threshold Amounts are adjusted annually for inflation.

True-Up Adjustments – At the end of each fiscal year, DFW performs a reconciliation or trueup, such that revenues collected equal the actual net cost to operate and maintain the airfield and the terminals. Any difference becomes a True-Up Adjustment and is either charged or credited to that cost center in the next fiscal year. The True-Up Adjustments for the Airline Cost Centers are applied back to that cost center the following year beginning in January. DFW Cost Center True-Up Adjustments are applied against landing fees beginning in the following January.

Annual Capital Transfer – Per the terms of the Use Agreement, an annual transfer is made from the Joint Capital Account to the Terminal Cost Center to reduce the cost of the terminals to the airlines for a period of 7 years. This transfer was $28 million in FY 2011 (first year of the new Use Agreement) and will be $16 million in FY 2014. The transfer will be reduced by $4 million each year through FY 2017 when it will be eliminated.

DFW Terminal Contribution – Per the terms of the Use Agreement, an annual transfer is made from the DFW Cost Center to the Terminal Cost Center to pay for DFW’s share of common use and leasable, but unleased space, in Terminals D and E. This amount is $7.7 million in FY 2014.W Cost Centers

DFW’s Fund Structure Although DFW uses the word “fund” to describe the designation of the source and prospective use of proceeds, DFW is an Enterprise Fund and does not utilize traditional fund accounting commonly used by government organizations. The following table summarizes the primary funds used by DFW:

9 DFW International Airport

FY 2014 Adopted Budget Introduction Num ber 101

Fund Description

Prim ary Use

Fixed Assets and Long Term Debt

Capital Assets/Debt

102

O perating Revenues and Expenses

O perations

252

Passenger Facility Charges (PFC)

Capital/Debt Service

320s/330s Joint Capital Account and Bond Funds 340s

Capital/Bond Proceeds

DFW Capital Account

Capital

500-600s

Debt Service and Sinking Funds

Principal and Interest

907/910

Public Facility Im provem ent Corporation (PFIC)

Rental Car Facility/Grand Hyatt Hotel

DFW’s financial statements are issued in conformance with Generally Accepted Accounting Principles (GAAP) and include all of DFW’s funds, whereas the Annual Budget focuses on revenues and expenses included in the 102 Fund. DFW manages its day-to-day operations primarily through the 102 Fund in accordance with the Controlling Documents.

Basis of Budgeting The 102 Fund Budget is commonly called the Operating Budget, but contains elements that are not expenses under GAAP such as debt service, reserve requirements, and certain expenditures that may be capitalized under GAAP. Capital expenditures are funded through the issuance of Joint Revenue Bonds, grants, PFCs, or through the DFW or Joint Capital Accounts. From a process standpoint, the Board of Directors does not approve an overall capital budget. The Board reviews the capital budget during the Annual Budget process and when it reviews the Financial Plan. The Board does approve all contracts associated with capital projects.

FY 2014 Budget Comparisons to Other Periods FY 2013 Budget – During FY 2013 the Board approved the use of $4.5 million of contingency budgeted outside of the rate base. The FY 2013 Budget as adjusted by contingency is summarized in the following table. Any reference to the FY 2013 Budget in this budget document relates to the FY 2013 Budget, as adjusted by the approved contingency.

FY 2013 Approved Budget Approved Changes (and Dates) Demolition of old buildings and guideway (May 2, 2013) Roadway pavement repairs (May 2, 2013) Thermal Plastic Airfield Markings (May 2, 2013) Terminal E Checkpoint (May 2, 2013) Operating Reserve (May 2, 2013) FY 2013 Budget with approved contingency

Millions $ 654.6 2.9 0.4 0.2 0.2 0.9 $ 659.1

FY 2013 Outlook – DFW employs continuous forecasting techniques to project revenues and expenses for the full 12 months of the fiscal year (called the Outlook). Most of the tables and charts in this budget document include FY 2013 Outlook comparisons to provide the best basis for comparison (rather than comparing to the FY 2013 Budget). The detailed Outlook in this Budget Book was developed in a bottoms-up process such that every account was reforecast.

This was completed in May 2013.

10 DFW International Airport

FY 2014 Adopted Budget Introduction Financial Plan – DFW issued its first 10-year Financial Plan in December 2010 and this plan is updated annually with the latest update in February 2013. This Plan was the basis for the negotiation of the Use Agreement with the airlines and has been linked to DFW’s Strategic Plan to establish long-term goals for the KPIs shown in yellow in the DFW Business Model discussed above (Airline Cost, CPE, and Net Revenues from DFW Cost Center). Management’s long term goal is to achieve or exceed the targets for these KPIs since this was the basis for the Airline Use Agreement. Accordingly, comparisons to the Financial Plan for Fiscal Year 2014 are included in this Budget Book. A complete copy of the 2014 Financial Plan is available at www.dfwairport.com.

Presentation of Amounts and Prior Years Actuals – The FY 2014 Budget is presented in tables and charts that are rounded to millions and thousands. Some columns and charts may not appear to add-up or foot due to rounding differences. Certain prior year amounts have been reclassified to reflect the FY 2014 presentation.

Budget Schedule DFW’s fiscal year begins October 1. The FY 2014 Expense Budget was compiled by the various DFW departments in May. and then reviewed and modified by Staff in May and June.

Presentations were made to representatives of the Signatory Airlines on May 23, and June 20, 2013, with follow-up information provided. A preview of the FY 2014 Budget was presented to the Board on June 06, 2013. The final recommended Budget was presented to and approved by the Board on July 11, 2013. The FY 2014 Budget must be submitted to the City Managers of Dallas and Fort Worth by August 15, 2013, with approval of the two City Councils by September 30, 2013.

11 DFW International Airport

FY 2014 Adopted Budget Executive Summary FY 2014 Key Performance Indicators The following table compares the Key Performance Indicators (KPIs) of the FY 2014 Budget with the FY 2013 Outlook and the FY 2014 Financial Plan. Each KPI is discussed further below.

Key Performance Indicators Total 102 Expenditure Budget (Ms) Airline Costs (Ms) Airline Cost Per Enplanement (CPE) DFW Cost Center Net Revenues (Ms) Total Passengers (Ms) Total Landed Weights (Bs)

FY13 Outlook $650.1 $233.7 $7.54 $87.7 60.0 37.9

FY14 Fin'l Plan $682.3 $289.4 $9.25 $68.8 60.2 38.0

FY14 Budget $651.3 $253.1 $8.04 $91.8 61.2 38.1

Better (Worse) FY14B vs. FY14B vs.

FY13OL FY14FP ($1.2) $31.0 ($19.4) $36.3 ($0.50) $1.21 $4.1 $23.0 1.2 1.0 0.2 0.1

FY 2014 Budget Comparisons and Walkforward The following table compares the Annual 102 Fund Budget (FY 2014 Budget) with the FY 2013 Outlook, the FY 2013 Budget, and FY 2014 Financial Plan. The FY 2014 Budget is $651.3 million, an $7.8 million (1.2%) decrease from the FY 2013 Budget and a $1.2 million (0.2%) increase over the FY 2013 Outlook. The FY 2014 Budget is comprised of operating expenses and debt service. Consistent with prior years, the Budget request also includes an amount of contingency outside the rate base. This contingency may only be accessed with Board approval.

Annual Budget (Millions)

FY13 Budget

FY13 FY14 Fin'l Outlook Plan

FY14 Budget

Increase (Decrease) FY14B FY14B vs FY13OL vs FY14FP

Operating Expenses

$360.3

$360.1

$368.4

$368.8

$8.7

$0.3

Gross Debt Service

298.8

290.0

313.9

282.5

(7.5)

(31.4)

Total 102 Fund Expenditures $659.1 Contingency O/S Rate Base

$650.1

$682.3

$651.3 10.0

$1.2

($31.0)

Total Budget w/ Contingency

$661.3

During the budget process, the planned activity for FY 2014 is reviewed and aligned with DFW’s overall Strategic Plan. Below are some assumptions that were used in preparing the FY 2014 Budget.

Cost Cutting Efforts DFW continued its cost cutting efforts and identified $6.6 million of cost reductions in FY 2014 as compared to FY 2013. During FY 2013, DFW demolished $2.9 million of the old people-mover guideway system and several empty buildings. In addition, DFW incurred $0.5 million for terminal and airfield projects. These costs are not budgeted to be incurred in FY 2014. In addition, DFW identified $1.6 million of savings in building assessments and other asset management projects. The new parking control system is projected to generate $1.0 million of salary and temporary labor savings. In addition, energy rates have been lockedin lower rates generating $0.6 million of savings.

12 DFW International Airport

FY 2014 Adopted Budget Executive Summary Strategic Investments Consistent with the Airport’s Mission Statement and Primary Business Goal to Grow the Core Business the FY 2014 budget includes an investment of $3.3 million for international marketing and public relations to support continued global expansion of air service.

AMR and US Airways Merger The merger between AMR and US Airways is pending approval on passing U.S. antitrust review. DFW anticipates the merger will be approved and that it will have a positive long-term impact on DFW operations in FY 2014 and beyond. The FY 2014 Budget includes an assumption that total DFW passengers will grow to approximately 61.2 million, a 1.2 million (2.0%) increase over the FY 2013 Outlook.

Terminal Renewal and Improvement Program (TRIP) The TRIP program began in the FY 2011 and will continue through FY 2018 with various construction phases during the timeline.

For FY 2014, it is expected that 3 sections of 3 terminals and associated parking garages will be closed. This will require DFW to make significant efforts to maintain customer service and place a constraint on DFW’s ability to grow terminal parking revenues. Also, the phasing and construction activities will result in additional maintenance efforts in the terminals. The opening dates and phasing of TRIP has been slowed in FY 2014 to reflect the latest schedule. This will result in lower debt service when compared to the Financial Plan for FY 2014.

Impact of Lower PFCs on Rates and Charges DFW uses PFCs to pay for “eligible” debt service. In past years, DFW had collected more PFCs than could be used to pay eligible debt service. This reverses in FY 2014 as the PFC reserves will be fully utilized in FY 2013. In the above table, ”gross” debt service decreases $7.5 million from FY 2013 to FY 2014. This decrease has been planned for many years. Management has restructured debt over the past few years to minimize the impact on airline rates and charges because management knew that available PFCs would be significantly lower ($25.8 million lower in FY 2014). The net impact of the lower PFCs and lower debt is an increase in “net debt service” and the rate base of approximately $18.8 million. This can be seen clearly in the walkforward of Airline Cost and the DFW Cost Center.

13 DFW International Airport

FY 2014 Adopted Budget Executive Summary Major changes between the FY 2014 Budget and the FY 2013 Outlook and how they impact the DFW Cost Center and the Airline Cost Centers are summarized below. Operating expenses increase by $8.7 million (2.4%) from the FY 2013 Outlook. Of this increase, $5.7 million relates to the Airline Cost Centers, and $3.0 million relates to the DFW Cost Center. Explanations of the change in the walkforward are discussed in the Operating Expenses section.

Budget Category (in Millions) FY 2013 Outlook Budget reductions

Demolitions & other (one time) Energy, Trans. & Asset Mgt. Projects Parking Control System savings Energy rates Total budget reductions Merit & fixed increases Merit, Annualization & Vacancies Pension/OPEB Contract increases Hardstand operations Health care CNG fuel credits Insurance premiums Total merit & fixed increases Volume driven increases Partially restore deicing budget Terminal Maint. Increase (TRIP) Total volume driven increases Other Marketing initiatives Other Total other increases Operating expense increases Cost center shifts Contingency & reserves Restore contingency Operating reserve Total contingency & reserves Net Increases FY 2014 Budget

14 DFW International Airport

Total $360.1

DFW $142.7

Airline $217.4

(3.4) (1.6) (1.0) (0.6) (6.6)

(2.3) (0.7) (1.0) (0.3) (4.3)

(1.1) (0.9) (0.0) (0.3) (2.3)

3.9 2.3 2.0 1.0 0.6 0.7 0.5 11.0

1.4 0.7 1.7 0.0 0.2 0.5 0.8 5.3

2.5 1.6 0.3 1.0 0.4 0.2 (0.3) 5.7

1.1 0.7 1.8

0.0 0.0 0.0

1.1 0.7 1.8

0.6 0.8 1.4 7.6 0.0

0.2 0.4 0.6 1.6 0.9

0.4 0.4 0.8 6.0 (0.9)

2.0 (0.9) 1.1 8.7 $368.8

0.8 (0.3) 0.5 3.0 $145.7

1.2 (0.6) 0.6 5.7 $223.1

FY 2014 Adopted Budget Executive Summary FY 2014 102 Budget Exposures The FY 2014 Budget includes several exposure items that could result in DFW not obtaining its revenue and expense budget targets. The total exposure for FY 2014 is estimated at $20.0 million. If the CEO Contingency of $2 million is not sufficient to cover this exposure, management may request that the Board approve the use of the $10 million of contingency outside the rate base. Following is a summary of the major exposure items in the FY 2014 Budget.

Revenues Concessions Advertising Not Under Contract Parking Revenues Total Revenue Exposures

$4.0 2.0 6.0

Expenses Overtime for U.S. Customs & Border Protection AA Training/Reservations Debt Service Incremental Hard Stand Activities CNG Fuel Credit - Congressional Extension Normal Deicing weather Marketing Intiatives Operating reserve Total Expense Exposures

3.0 1.5 1.0 0.8 0.3 5.0 2.4 14.0

Total Exposures

$20.0

In prior years, the budget did not include revenues for business that was not under contract at the time the budget was developed. This was changed in FY 2014. The FY 2014 budget includes $4 million of advertising revenues that are not currently under contract. If these contracts do not materialize, DFW will be challenged to achieve its concessions revenue budget. In addition, the parking revenues budget carries an exposure of an estimated $2 million.

It is not clear if the Airport will be able to achieve its planned parking revenue growth given the limited parking capacity due to TRIP construction. However, management was aggressive with its projections.

DFW has several exposure items from a cost perspective. DFW has requested to participate in a limited federal program where DFW could reimburse the U.S. Customs & Border Protection Agency (CBP) for overtime for its agents up to $3 million per year. This action is in response to recent increases in wait times for arriving international passengers that clear customs. DFW has not included any funds in the budget for this program because it is not certain if CBP authorization will be granted. If it does, management will request the use of contingency.

As part of American Airline’s (AA) emergence from bankruptcy, DFW agreed to finance renovations of their leased training facility. It is currently unclear if or when AA will begin this work, so it has not been included in the budget. If AA begins and completes this work before the start of the year, the debt service budget would need to be increased $1.5 million.

15 DFW International Airport

FY 2014 Adopted Budget Executive Summary Due to the significant growth of international service, DFW has begun hardstanding aircraft at peak times during the day. The budget assumes a modest increase in hardstanding operations over the FY 2013 Outlook. However, management estimates that there may be as much as $1.0 million of cost exposure if significant new flights are added during peak times, or if new wide-body flights are added (e.g., to China). Although this is a positive development from a business perspective, the budget would need to be increased if this occurs.

In FY 2013, Congress approved a CNG fuel credit through December 2013. The FY 2014 Budget assumes that Congress will extend this credit again, even though no action is currently scheduled. If Congress does not extend this credit by the end of FY 2014, DFW will have $0.8 million of budget exposure.

DFW has historically averaged approximately $1.4 million on deicing costs per year. The FY 2014 Budget only includes $1.1 million of deicing costs, leaving a potential exposure of $0.3 million.

In FY 2014, DFW may pursue specific international marketing initiatives as directed by the Board, up to $5.0 million.

DFW maintains a 90 day reserve on operating expenses. If the above cost exposures materialize, DFW would also request additional funds to fund the operating reserve.

FY 2014 Debt Service Budget Exposure from Capital Projects The FY 2014 Budget includes debt service exposure based on assumed completion dates of capital projects (i.e., date of beneficial occupancy or DBO). Once a project DBOs, DFW begins to pay debt service on that project. If the actual DBO date is earlier, DFW will pay more debt service than budgeted. If the actual DBO date is later, DFW will pay less debt service. The following table includes the major capital projects expected to DBO in FY 2014 and the monthly debt service that commences with each project.

Capital Project DART Rail Station Term B/D Connector Term B North Stinger Term A – Section B Parking Garage W. Airfield Drive Term B – Section C/Phase 1 Term E – Section C/Phase 2 Term A – Section B/Phase 2 *Includes Coverage

16 DFW International Airport

Monthly Debt Service (000s)* $186 79 213 287 95 791 742 645

Budgeted DBO Nov-13 Nov-13 Feb-14 Mar-14 Jun-14 Jul-14 Aug-14 Aug-14

FY 2014 Adopted Budget Executive Summary Total Airline Cost Airline cost represents the fees paid to DFW by the passenger and air cargo carriers, primarily for landing fees and terminal rents. Cost per enplanement (discussed below) is based solely on passenger airline cost. The FY 2014 Airline Cost Budget of $253.1 million is $36.3 million (12.5%) less (better) than the FY 2014 Financial Plan primarily due to lower debt service costs that were anticipated in the Financial Plan.

Airline Costs (Millions) $350 $300 $250 $200 $150 $100 $50 $0

$289.4 $253.1

$233.7

FY13 Outlook

FY14 Fin'l Plan

FY14 Budget

A walkforward of airline cost and cost per enplanement (CPE) from the FY 2013 Outlook to the FY 2014 Budget. Over three quarters of the increase is related to debt service and fixed use agreement items. Variances are explained in the Airlince Cost Centers section.

Airline Cost Walkforward FY 2013 Outlook Debt & Use Agreement Items Debt Service (net of PFCs) Joint Capital Contribution Threshold Adjustment Total Debt and Use Agreement Net Operating Expenses Reduction in Federal Reimbursements Hardstand Costs Other Operating Costs Other Non-Airline Revenues Total Net Operating Expenses Air Service Incentive Program

Millions $233.7

1.3 1.3 4.5 (5.2) 1.9 2.3 $19.4

FY 2014 Budget

$253.1

Actual rates, not in millions

17 DFW International Airport

$7.54

10.0 4.0 1.1 15.1

Total Increase 1

1

CPE

$8.04

FY 2014 Adopted Budget Executive Summary Passenger Airline Cost per Enplanement (CPE) CPE Trending at DFW – CPE is defined as total passenger airline cost (i.e., revenue paid to DFW) divided by the number of enplaned passengers. CPE is a common measure used by the airline industry. The denominator is enplaned passengers and is used because it is a key revenue/cost driver for an airline. However, this is not the case for an airport. Airport costs are based on the facilities and runways maintained. Notwithstanding this issue, DFW (and the industry) use this indicator as a performance measure.

Airline Cost per Enplanement $15 $10

$9.25 $8.04

$7.54

$5 $0 FY13 Outlook

FY14 Fin'l Plan

FY14 Budget

The FY 2014 CPE of $8.04 represents an increase of $0.50 (6.6%) from the FY 2013 Outlook.

From the walkforward above, the increase is driven primarily by debt service and fixed Use Agreement adjustments. The FY 2014 CPE of $8.04 is $1.21 (13.1%) less (better) than the 2014 Financial Plan primarily due to lower debt service.

CPE Benchmarked to Other Airports – DFW’s goal is to have a competitive CPE, preferable in the first quartile. The following chart benchmarks DFW’s fully loaded CPE with the fully loaded CPE projections for DFW’s competitive set of 17 large U.S. hub airports (which now includes the four US Airways hub airports – shown in green) using the latest data available from ACI surveys from FY 2012. Fully loaded cost is the most meaningful comparison because it includes most of the costs incurred by airlines to operate at an airport, including what they pay the airport (light blue), what they pay directly for terminal maintenance and terminal debt service (dark blue), and an estimate of what costs the airlines incur for delay and taxiing (red).

The chart highlights that DFW’s FY 2012 results were the fourth lowest CPE and remains in the first quartile for large hub airports. DFW is well-positioned from a cost standpoint compared to AA’s hubs (shown in red) and the US Airways hub airports (shown in green). The chart also shows that DFW’s FY 2014 budget compares favorably with the other airports’ results from FY 2012.

DFW’s cost structure will continue to rise with completion of TRIP, however, management expects the airport to return to the first quartile by 2020 as other airport costs rise in association with their capital plans.

Note - Before the addition of Charlotte and Phoenix, DFW and Atlanta were the lowest cost airports in a competitive set of 13 Airports. DFW did not include the US Airways hubs because they were not true competitive airports. Now that they are part of the merged airline, DFW will begin to report on these airports in the future.

18 DFW International Airport

FY 2014 Adopted Budget Executive Summary Fully Loaded Cost per Enplaned Passenger CLT

2.28 0.07

PHX ATL DFW DFW

5.64 2.34 1.55

MSP

1.27

6.54

$15.28

$18.64

11.40

13.23

DEN

DTW

10.15

IAH

10.13

SFO

0.63 3.24

$25.47

12.10

14.58

$25.74

11.16 3.00

$29.86

10.46 6.00

12.94

$30.49

11.54

25.55

6.00

16.65

$10

$48.20

25.00

26.75

$0

** Excludes gate delays, which are primarily due to airline actions.

$29.75

13.20

19.40

EWR JFK

* Estimated Maintenance and Debt Service cost paid directly by Airlines. Additional direct airline CPE represents an estimate for airline-specific direct costs divided by airline enplanements.

EWR, JFK, LAK, ORD amounts from 2013 Oliver Wyman study.

$25.23

14.45

13.55

MIA MIA LAX LAX

$25.18

15.64

PHL

Source: 2012 CPEs from ACI Survey. Delay and Taxiing Cost from Ricondo 2013 study. Other estimates from DFW Finance.

$25.12

10.84

9.54

ORD

$24.58

11.79

14.28

Red text indicates AA Hub/Major Airports Green text indicates US Hubs/Major Airports

$21.54

10.00

12.79

Delay and Taxiing Cost**

DFW 2014 $20.03

$20.54

7.31

11.54

DCA BOS

Cost on Airlines' Books*

$18.54

10.73

0.74

Cost on Airport Books

$15.13

9.22 11.39

6.50

SEA

$14.26

11.91 0.27

$20

$30

$40

16.80

$50

$60

$68.55

$70

$80

Net Revenues from DFW Cost Center The chart compares net revenues from the DFW Cost Center. The FY 2014 net revenues budget is $91.8 million, a $4.1 million (4.7%) increase from the FY 2013 Outlook. The increase is primarily attributable to increased parking and concessions revenues. The growth over the Financial Plan is due to the higher concessions revenues and lower debt service in FY 2014 compared to the Financial Plan. See the DFW Cost Center section for more detail.

$100

Net Revenues from DFW Cost Center Millions $91.8 $87.7

$90 $80

$76.7 $68.8

$70 $60 $50 FY12

FY13OL

19 DFW International Airport

FY14FP

FY14B

FY 2014 Adopted Budget Executive Summary Passengers The FY 2014 Budget for passengers is 61.2 million, a 1.2 million (2.0%) increase over the FY 2013 Outlook primarily due to the expectation that the economy will continue to slowly recover and that the merged AA/US airline will continue to expand at DFW. The budget of 61.2 million is 1.0 million (1.7%) more (better) than assumed in the FY 2014 Financial Plan.

Passenger statistics can be divided into several categories as shown in the following table. Originating passengers begin their trip at DFW. Destination passengers live elsewhere and fly to DFW for work or pleasure.

People who travel through DFW to get to their final destination are connecting passengers.

Enplanements represent all passengers boarding a plane at DFW.

Passengers Millions

65 60

60.2

61.2

FY13 Outlook

FY14 Fin'l Plan

FY14 Budget

60 55 50 45 40

Better (W orse) Passengers (Millions) O riginating Destination Connecting Total Passengers Enplanem ents

FY13 O utlook 13.3 12.2 34.5

FY14 Fin'l Plan 13.6 12.5 34.1

FY14 Budget 13.9 12.7 34.6

FY14B vs FY13 O L 0.6 0.5 0.1

FY14B vs.

FY14FP 0.3 0.2 0.5

60.0

60.2

61.2

1.2

1.0

29.7

30.1

30.6

0.6

0.5

Changes in these passenger metrics are important because they are the key revenue drivers for parking (originating passengers), concessions (enplanements), and rental car (destination passengers) revenues. See further discussion in the DFW Cost Center section.

20 DFW International Airport

FY 2014 Adopted Budget Executive Summary Revenues and Expenses Budget Overview The following table summarizes 102 Fund revenues by cost center and 102 Fund expenses by cost category with Net Revenues being the amount transferred to the DFW Capital Account.

Millions Revenues Airfield Cost Center Terminal Cost Center DFW Cost Center PFCs/CFCs Total Revenues Expenses Operating Expenses Gross Debt Service Total Expenses Net Revenues

Increase (Decrease) FY14B vs. FY14B vs.

FY13OL FY14FP

FY13 FY14 Fin'l Outlook Plan

FY14 Budget

$138.3 169.6 274.5 155.5 737.9

$143.5 194.2 282.9 130.5 751.1

$138.1 185.6 289.6 129.7 743.1

($0.1) 16.0 15.2 (25.8) 5.2

($5.3) (8.6) 6.8 (0.8) (8.0)

360.1 290.0 650.1

368.4 313.9 682.3

368.8 282.5 651.3

8.7 (7.5) 1.2

0.3 (31.4) (31.0)

$87.7

$68.8

$91.8

$4.0

$23.0

Budgeted terminal revenues for FY 2014 are higher than the FY 2013 Outlook primarily due to increased costs and debt service in these cost centers. However, terminal revenues are lower than what was assumed in the FY 2014 Financial Plan primarily because of lower debt service resulting from a slower TRIP implementation. Budgeted DFW revenues for FY 2014 are higher than the FY 2013 Outlook primarily due to increases in parking and concessions revenues. See more detailed information in the Airline Cost Center and DFW Cost Center sections of this document.

Budgeted Passenger Facility Charge (PFC) and Customer Facility Charge (CFC) revenues are used to pay eligible debt service. PFC/CFC revenues are lower than the FY 2013 Outlook and lower than the FY 2014 Financial Plan due to lower eligible debt service compared the Outlook and lower eligible debt service compared to the Plan. See more discussion on debt service and use of PFCs/CFCs in the Operating Expense Summary.

FY 2014 Net Revenues are budgeted to be higher than the FY 2013 Outlook because of increased parking and concessions revenues and a positive impact from DFW’s contribution to terminals per the Use Agreement offset by increased debt service expenses. The growth over the Financial Plan is primarily due to lower debt service.

21 DFW International Airport

FY 2014 Adopted Budget Executive Summary Capital Programs and Debt Financing DFW has 2 capital accounts, the Joint Capital Account which normally requires both DFW and airline approval to access funds, and the DFW Capital Account which DFW may use at its sole discretion. The Joint Capital Account receives funds from natural gas royalties, grants, debt proceeds, and interest income on the available cash balances. The DFW Capital Account is funded from net revenues from the DFW Cost Center, grants, debt proceeds (for commercial development) and interest income.

The largest component of DFW’s capital program is the Terminal Renewal and Improvement Program (TRIP) in the Joint Capital Account. The TRIP is budgeted at $2.0 billion over the next 5 years (see chart). As of the June 2013 Board, DFW has awarded $988.8 million in contracts for TRIP. The TRIP is preapproved as part of the Airport’s Use Agreement. Also included in the Joint Capital Account is $636 million of various other projects which DFW has received airline majority in interest (MII) approval. These funds will be spent through FY 2018. Additionally, DFW has a large number of additional capital projects currently underway and funded from the DFW Capital Account. DFW’s capital program is discussed in more detail in the Capital section and in the Financial Plan.

Millions

FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18

Total

Terminal A

$510

Terminal E

$450

Terminal B

$505

Terminal C

$557

Total

$14

$120

$239

$314

$352 $368 $364

$213

$38

$2,021

DFW expects to issue bonds to fund a significant percentage of the TRIP and the other projects included in the Joint Capital Account. Due to low interest rates, a significant portion of the TRIP bonds are being sold during FY 2013. Although the financing plans for FY 2014 are still preliminary, management projects that approximately $500 million of new debt could be issued during the fiscal year. In addition, certain bonds relating to construction of Skylink and Terminal D and other projects are planned to be refunded in FY 2013. In FY 2014, two additional refundings are possible based on interest rates and management’s discretion.

Natural Gas Revenues – The Use Agreement requires natural gas royalties to be deposited into the Joint Capital Account. Estimated natural gas royalty revenues for FY 2014 are $5.7 million, which is approximately the same amount DFW is forecasted to receive in FY 2013.

22 DFW International Airport

FY 2014 Adopted Budget Airline Cost Centers Airline Cost Centers There are two airline cost centers, the airfield and the terminal. The airlines pay DFW landing fees to cover the net cost of the airfield and terminal rents to cover the net cost to operate and maintain the terminals. Federal Aviation Administration (FAA) regulations prohibit an airport from making a profit on aviation activities. Consequently, the landing fees and terminal rentals must be set to cover the anticipated net cost to provide the services only.

At the end of each fiscal year, DFW performs a reconciliation or true-up of actual costs paid and revenues received. If there is a variance (i.e., if revenues collected exceed or are lower than the actual cost), then the Airport provides a credit or adds an incremental charge in the following fiscal year to settle the difference. DFW anticipated a better than budget performance in FY 2013; accordingly, the FY 2013 Outlook includes a $9 million true-up credit for lower landing fees.

Airfield Cost Center The following table compares Airfield Cost Center revenues and expenditures for the FY 2013 Outlook, the FY 2014 Financial Plan, and the FY 2014 Budget. Note that revenues equal expenses in this cost center in all periods. Revenue variances to the FY 2013 Outlook are explained below. See the Operating Expenses section for expenditure variances.

Airfield CC (in Millions) Revenues Landing Fees Transfer from DFW CC Other Total Revenues Expenditures Operating Expenses Net Debt Service Total Expenditures Net Airfield Revenue

FY14 Budget

Increase (Decrease) FY14B vs. FY14B vs.

FY13OL FY14FP

FY13 Outlook

FY14 Fin'l Plan

$109.4 18.5 10.4 138.3

$130.3 2.7 10.5 143.5

$107.6 20.6 9.9 138.1

($1.8) 2.1 (0.4) (0.1)

($22.7) 18.0 (0.6) (5.3)

70.8 67.5 138.3 $0.0

74.2 69.2 143.5 $0.0

71.8 66.3 138.1 $0.0

1.1 (1.2) (0.1) $0.0

(2.4) (2.9) (5.3) $0.0

Note: FY13 Outlook landing fees includes true-up adjustment of $9M effective June 2013.

The Airfield is a residual cost center with landing fees as the balancer. The following table compares Airfield Cost Center revenues and expenditures for the FY 2013 Outlook, the FY 2014 Financial Plan, and the FY 2014 Budget showing the landing fee revenues necessary to cover budgeted net airfield costs.

23 DFW International Airport

FY 2014 Adopted Budget Airline Cost Centers

FY13 FY14 Airfield CC (in Millions) Outlook Fin'l Plan Expenditures Operating Expenses $70.8 $74.2 Net Debt Service 67.5 69.2 Total Expenditures 138.3 143.4 Revenues Aircraft Parking 0.2 0.1 Corporate Aviation 1.8 2.0 Fuel Facility 5.5 5.7 DPS 2.8 2.7 Other 0.1 0.0 Transfer from DFW Cost Center 18.5 2.7 Revenues before Landing Fees 28.9 13.2 Landing Fees $109.4 $130.3

FY14 Budget

Increase (Decrease) FY14B vs. FY14B vs.

FY13OL FY14FP

$71.8 66.3 138.1

$1.1 (1.2) (0.1)

($2.4) (2.9) (5.3)

0.1 1.9 5.6 2.3 0.0 20.6 30.6 $107.6

(0.1) 0.1 0.1 (0.5) (0.0) 2.1 1.7 ($1.8)

0.0 (0.1) (0.1) (0.4) 0.0 18.0 17.4 ($22.7)

Note: FY13 Outlook landing fees includes true-up adjustment of $9M effective June 2013.

Landing Fee Revenues The FY 2014 landing fees budget is $107.6 million, a decrease of $1.8 million (1.6%) from the FY 2013 Outlook primarily due to the decreases to net debt service, minimal increases to operating expenses charged to the airfield, and the increase in the transfer from the DFW Cost Center.

Other Airfield Revenues Other airfield revenues include threshold adjustments transferred from the DFW Cost Center, Corporate Aviation (CA) fees, the fuel farm fees paid by the airlines to cover debt service and overhead of the fuel farm, and DPS revenues. Fuel farm fees increase annually at the rate of inflation. FY 2014 DPS revenues decreased compared to the FY 2013 Outlook due to reductions in federal reimbursements for law enforcement officers and canines.

Landing Fees and Landed Weights The charts compare landing fees and landed weights for the FY 2012 Actuals, the FY 2013 Outlook, the FY 2014 Financial Plan, and the FY 2014 Budget. The landing fee rate is assessed per 1,000 pounds of maximum approved landed weight for each specific aircraft as certified by the FAA. Changes in landed weights will not affect total landing fees because DFW must charge the airlines collectively for the cost to operate the airfield. Thus, an increase in landed weights will lower the average landing fee rate, and a decrease in landed weights will cause the landing fee rate to increase.

24 DFW International Airport

FY 2014 Adopted Budget Airline Cost Centers Signatory landing fees are budgeted at $2.82 in FY 2014, a $0.05 (1.7%) decrease from the FY 2013 Outlook. This will generate sufficient revenue to pay for budgeted airfield costs. Landing fees are lower than the FY 2014 Financial Plan by $0.66 (19.0%) due decreases to net debt service, and higher landed weights.

Landing Fee Rates (per 1,000 lbs.) $5.00 $4.00

$3.48 $2.98

$2.87

FY12 Actuals

FY13 Outlook

$3.00

$2.82

$2.00 $1.00 $0.00 FY14 Fin'l Plan

FY14 Budget

Landed Weights (in Billions)

40 38

37.9

38.0

38.1

36.5

36 34 32 30 FY12 Actual

FY13 Outlook FY14 Fin'l Plan FY14 Budget

Cargo DFW is recognized by the industry as one of the top cargo airports in the world. The Airport’s prime location allows assorted cargo to reach millions of U.S. customers by road, while also reaching several continents by plane in a matter of hours.

More than 50 million consumers can be reached by truck within 24 hours and 98% of the U.S. population can be reached via truck within 48 hours or less.

Approximately 7.9% of all landing fees are budgeted to come from cargo aircraft for the FY 2014 Budget.

25 DFW International Airport

FY 2014 Adopted Budget Airline Cost Centers Terminal Cost Center The following table compares Terminal Cost Center revenues and expenditures for the FY 2013 Outlook, the FY 2014 Financial Plan, and the FY 2014 Budget. Note that revenues equal expenses in this cost center in all periods. Revenue variances between the FY 2014 Budget and the FY 2013 Outlook are explained below. See the Operating Expense section for expenditure variations.

Te rm ina l C C (in M illio ns) Re ve nue s O p e ra ting Re ve nue Te rm ina l L e a se s F IS F e e s Turn F e e s & O ffice Re nts O the r To ta l O p e ra ting Re ve nue Tra nsfe rs D F W Te rm ina l C o ntrib utio n Jo int C a p ita l Tra nsfe r To ta l Tra nsfe rs To ta l Re ve nue s E xp e nd iture s O p e ra ting E xp e nse s Ne t D e b t S e rvice To ta l E xp e nd iture s Ne t Te rm ina l Re ve nue

Incre a se (D e cre a se ) F Y1 4 B vs. F Y1 4 B vs.

F Y1 3 O L F Y1 4 F P

F Y1 3 O utlo o k

F Y1 4 F in'l P la n

F Y1 4 B ud g e t

$ 1 0 3 .7 2 2 .5 1 1 .0 1 2 .4 1 4 9 .6

$ 1 3 4 .7 1 9 .7 1 1 .9 1 2 .0 1 7 8 .2

$ 1 2 3 .7 1 9 .7 1 3 .1 1 3 .0 1 6 9 .6

$ 2 0 .0 (2 .8 ) 2 .2 0 .6 2 0 .0

($ 1 1 .0 ) 0 .0 1 .2 1 .1 (8 .6 )

7 .7 2 0 .0 2 7 .7 1 7 7 .4

1 1 .6 1 6 .0 2 7 .6 2 0 5 .8

7 .7 1 6 .0 2 3 .7 1 9 3 .3

(0 .0 ) (4 .0 ) (4 .0 ) 1 5 .9

(3 .9 ) (0 .0 ) (3 .9 ) (1 2 .5 )

1 4 6 .6 3 0 .8 1 7 7 .4 $ 0 .0

1 4 7 .7 5 8 .1 2 0 5 .8 $ 0 .0

1 5 1 .3 4 2 .0 1 9 3 .3 $ 0 .0

4 .7 1 1 .2 1 5 .9 $ 0 .0

3 .6 (1 6 .1 ) (1 2 .5 ) $ 0 .0

The Terminal is a residual cost center with terminal leases as the balancer. The table on the following page compares Terminal Cost Center revenues and expenditures for the FY 2013 Outlook, the FY 2014 Financial Plan, and the FY 2014 Budget showing the terminal lease revenues necessary to cover budgeted net terminal costs.

26 DFW International Airport

FY 2014 Adopted Budget Airline Cost Centers

Te rm ina l C C (in M illio ns ) E xp e nd iture s O p e ra ting E xp e ns e s N e t D e b t S e rvic e To ta l E xp e nd iture s R e ve nue s O p e ra ting R e ve nue F IS F e e s Turn F e e s & O ffic e R e nts O the r O p e ra ting R e ve nue s Tra nsfe rs D F W Te rm ina l C o ntrib utio n Jo int C a p ita l Tra nsfe r To ta l Tra ns fe rs R e ve nue s b e fo re L e a s e s Te rm ina l L e a s e s N e e d e d

Incre a s e (D e cre a s e ) F Y1 4 B vs . F Y1 4 B vs .

F Y1 3 O L F Y1 4 F P

F Y1 3 O utlo o k

F Y1 4 F in'l P la n

F Y1 4 B ud g e t

$ 1 4 6 .6 3 0 .8 1 7 7 .4

$ 1 4 7 .7 5 8 .1 2 0 5 .8

$ 1 5 1 .3 4 2 .0 1 9 3 .3

2 2 .5 1 1 .0 1 2 .4 4 5 .9

1 9 .7 1 1 .9 1 2 .0 4 3 .6

1 9 .7 1 3 .1 1 3 .0 4 5 .9

(2 .8 ) 2 .2 0 .6 (0 .0 )

7 .7 2 0 .0 2 7 .7 7 3 .6 $ 1 0 3 .7

1 1 .6 1 6 .0 2 7 .6 7 1 .1 $ 1 3 4 .7

7 .7 1 6 .0 2 3 .7 6 9 .6 $ 1 2 3 .7

(0 .0 ) (4 .0 ) (4 .0 ) (4 .1 ) $ 2 0 .0

$ 4 .7 1 1 .2 1 5 .9

$ 3 .6 (1 6 .1 ) (1 2 .5 )

0 .0 1 .2 1 .1 2 .3 (3 .9 ) (0 .0 ) (3 .9 ) (1 .5 ) ($ 1 1 .0 )

Terminal Leases The FY 2014 terminal lease budget is $123.7 million, a $20.0 million (19.3%) increase from the FY 2013 Outlook due primarily to increases in net debt service charged to the terminals, operating costs, and a reduced Joint Capital Transfer.

Terminal lease fees are charged to airlines based on the budgeted direct and allocated costs to operate the terminals. Total terminal operations and maintenance cost, including HVAC and other utilities for all 5 terminals, are divided by leasable square feet to calculate an average lease rate per square foot. American Airlines pays directly for the maintenance costs of Terminals A and C. These costs are added into the numerator of this formula to get the fully loaded average rate. American Airlines receives rent credit for their costs. The amount of the rent credit was negotiated as part of the Use Agreement ($38.6 million in FY 2014).

Average Terminal Rents before Credits The chart below compares average terminal rents before credits for the FY 2012 Actuals, the FY 2013 Outlook, the FY 2014 Financial Plan, and the FY 2014 Budget. The increase in the FY 2014 Budget compared to the FY 2013 Outlook is due to increases in net debt service charged to the terminals, increases in costs, and a reduction of $4 million in the transfer credit from the Joint Capital Account compared to FY 2013 as described in the Use Agreement.

27 DFW International Airport

FY 2014 Adopted Budget Airline Cost Centers Average Terminal Rents before Credits per square foot $180 $156

$160

$146

$140 $120

$127 $103

$100 $80 $60 $40 FY12 Actuals

FY13 Outlook FY14 Fin'l Plan FY14 Budget

Federal Inspection Services (FIS) Fees Costs are allocated to the FIS based on its percent share of terminal square footage. The FIS budget for FY 2014 is $19.7 million, a $2.8 million (12.4%) decrease from the FY 2013 Outlook due because the FY 2013 rate is overstated in error. The FY 2014 rate is based upon terminal costs reduced new debt service in the Terminal Cost Center. This reduction was not applied in FY 2013. The rate for FIS per international passenger clearing customs at DFW is expected to be $6.95, compared to a rate of $8.63 in FY 2013. International FIS passengers are expected to be 2.82 million in FY 2014 compared to 2.42 million in FY 2013.

Turn Fees and Office Rents The turn fees and office rents budget for FY 2014 is $13.1 million, a $2.2 million (20.0%) increase from the FY 2013 Outlook. Turn fees are paid by airlines for common use gates in Terminals D and E in lieu of permanently renting space. Per the terms of the Use Agreement, turn fees must increase at the same percentage as terminal rates. In addition, the number of turns for FY 2014 is projected to increase 33% compared to FY 2013 due to new air service from non-signatory carriers and increased hardstand operations.

Other Terminal Revenues The other terminal revenues budget for FY 2014 is $13.0 million, a $0.6 million (4.8%) increase from the FY 2013 Outlook. Other terminal revenues include TSA rents, concessions O & M reimbursements, catering fees, and allocable miscellaneous DPS revenues. Concessionaires are required to reimburse the Airport (for Terminals B, D and E) and American Airlines (for Terminals A and C) for the allocated maintenance cost per square foot of the terminals. The increase in the FY 2014 Budget compared to the FY 2013 Outlook is due to higher non-airline terminal related revenues offset by reductions in Federal reimbursements for law enforcement officers and canines.

Transfers - Joint Capital Account Transfer Per the terms of the Use Agreement, an annual transfer is made from the Joint Capital Account to the Terminal Cost Center to subsidize terminal rates. The annual transfer was $28 million in FY 2011 and will be reduced by $4 million each year until it is phased-out completely in FY 2018. Accordingly, the FY 2014 amount is $16 million.

28 DFW International Airport

FY 2014 Adopted Budget Airline Cost Centers Transfers - DFW Terminal Contribution Per the terms of the Use Agreement, DFW pays for a portion of the terminal cost. This amount is based on DFW’s proportionate share of expenses for common use and vacant space in the terminals. From a cost center standpoint, this contribution is shown as a source of cash in the Terminal Cost Center and a use of cash for the DFW Cost Center. DFW can reduce its contribution to the Terminal Cost Center by leasing more space to other airlines or tenants and by reducing costs in the terminals. The DFW terminal contribution of $7.7 million was unchanged in FY 2014 compared to the FY 2013 Outlook.

Summary of Airline Costs The following table compares the summary of airline costs for the FY 2013 Outlook, the FY 2014 Financial Plan, and the FY 2014 Budget on a Use Agreement and GAAP (Generally Accepted Accounting Principles) basis. The difference between the Use Agreement basis and the GAAP basis is primarily related to prior year true-ups. These true-ups are reflected as a reduction/addition in airline cost for the Use Agreement in the year that the airlines receive/pay for the true-up; however for GAAP, these true-ups are reflected in the year earned. Payments to the airlines for the Air Service Incentive Program (ASIP) are made from the DFW Capital Account and are accounted as rebates to the airlines for both a Use Agreement and GAAP basis. These payments are not part of the 102 Fund however.

Airline Revenue/Costs (in Millions) Landing Fees

FY13 FY14 Outlook Fin'l Plan

FY14 Budget

Increase (Decrease) FY14B FY14B vs. vs.

FY13OL FY14FP

$108.2

$130.3

$107.6

($0.6)

($22.7)

103.4

134.7

123.1

19.8

(11.5)

FIS Fees

22.5

19.7

19.7

(2.8)

0.0

Turn Fees & Terminal Office Rents

11.0

11.9

13.1

2.2

1.2

0.2

0.1

0.1

(0.1)

0.0

Sub-total Airline Revenue/Cost

245.2

296.6

263.7

Less: ASIP

(12.9)

Terminal Leases

Aircraft Parking

Airline Cost/Revenue post ASIP Add: Prior year True-up Less: Current Year True-up Total Airline Revenue/Cost

29 DFW International Airport

232.3 5.2 (3.9) $233.7

(8.0) 288.6 0.7 0.0 $289.4

18.5

(32.9)

(10.6)

2.3

(2.6)

253.1

20.8

(35.6)

(5.2)

(0.7)

0.0 0.0 $253.1

3.9 $19.4

0.0 ($36.3)

FY 2014 Adopted Budget Airline Cost Centers Cost Per Enplanement (CPE) Calculation The following table shows the passenger airline cost per enplanement calculation and compares the CPE for the FY 2013 Outlook, the FY 2014 Financial Plan, and the FY 2014 Budget. This KPI only includes passenger-related airline revenues (i.e., costs) and excludes cargo and general aviation revenues. True-ups are a reduction/addition in airline costs reflected in the year earned.

Cost Per Enplanement (in Millions) Passenger Airline Enplanements

Increase (Decrease) FY14B FY14B FY13 FY14 FY14 vs. vs.

Outlook Fin'l Plan Budget FY13OL FY14FP

(1)

29.7

30.1

30.6

0.9

$245.2

$296.6

$263.7

$18.5

0.5

Passenger Airline Cost per Enplanement Airline Cost/Revenue Less: Cargo and GA Landing Fees

($32.9)

(9.5)

(10.9)

(8.9)

0.7

2.0

Add Back: Cargo/GA true-up

0.3

0.0

1.6

1.3

1.6

Sub-total PAX Airline Revenue

236.0

285.7

256.5

20.4

(29.3)

(10.6)

2.3

(2.6)

22.8

(31.9)

Less ASIP - Passenger Airlines Total PAX Airline Revenue post ASIP

(12.9) 223.1

277.7

245.9

4.9

0.7

0.0

(4.9)

(0.7)

(3.6)

0.0

0.0

3.6

0.0

$224.3

$278.5

$245.9

$21.5

($32.6)

$7.54

$9.25

$8.04

$0.49

($1.22)

Add Back: Prior Year True-Up Less: Current Year True-Up Total Passenger Airline Cost/Revenue (2)

Cost per Enplanement (CPE) 1General 2Actual

Aviation enplanements are excluded from CPE calculation

rates, not in millions

30 DFW International Airport

(8.0)

FY 2014 Adopted Budget DFW Cost Center DFW Cost Center Revenues and Expenses The table below compares the FY 2013 Outlook, the FY 2014 estimates contained in the FY 2013 Financial Plan, and the FY 2014 Budget for the DFW Cost Center. Net revenues from the DFW Cost Center are transferred to the DFW Capital Account at the end of the fiscal year. For FY 2014, 75% of net revenues in excess of $64.3 million are transferred to the Airfield Cost Center as a “threshold adjustment.� Revenue variances are discussed in the rest of this section. Expenditure variances are covered in the Operating Expenses section.

DFW Cost Center (in Millions)

FY14 Budget

Variance Better(Worse) FY14B vs. FY14B vs.

FY13OL FY14FP

FY13 Outlook

FY14 Fin'l Plan

$116.2

$129.3

$124.1

$7.9

61.6

60.1

66.8

5.2

Revenues Revenue Management Revenues Parking Concessions Rental Car (RAC) Commercial Development Total Revenue Mgmt Revs Employee Transportation

($5.3) 6.7

29.9

29.5

30.9

1.0

1.4

36.3 244.0 12.6

33.2 252.2 13.2

36.3 258.1 13.5

0.0 14.1 0.9

3.1 5.9 0.3

Taxis and Limos

8.1

8.2

8.5

0.5

0.3

Utilities & Miscellaneous

7.1

6.5

7.1

0.1

0.7

DPS Allocation

1.4

1.3

1.2

(0.3)

(0.2)

Interest Income

1.3

1.4

1.2

(0.1)

(0.2)

274.5

282.9

289.6

15.2

6.8

113.2 30.2

115.1 49.9

114.7 38.7

(1.5) (8.6)

0.4 11.2

Total Expenditures and Debt Service

143.3

165.0

153.4

(10.1)

11.6

Gross Margin - DFW Cost Center

Total Revenues Expenditures Operating Expenses Net Debt Service

131.1

117.8

136.2

Less: Terminal Contributions Less: Skylink

7.7 35.6

11.6 37.5

7.7 36.7

0.0 (1.1)

DFW Cost Center Net Revenues

87.8

68.8

91.8

4.0

23.0

18.5

2.7

20.6

2.1

18.0

$69.3

$66.1

$71.2

$1.9

$5.0

Less: Transfer to Airfield Cost Center Transfer to the DFW Capital Account

31 DFW International Airport

5.1

18.3 3.9 0.8

FY 2014 Adopted Budget DFW Cost Center Revenue Management Revenues DFW’s Revenue Management Division Revenue Mgmt. Revenue per Enplanement manages 4 business units that strive to $9.00 maximize net revenues (parking, $8.43 concessions, rental car, and commercial $8.60 $8.38 $8.20 development). The chart to the right compares Revenue Management $8.20 $7.87 Revenue per Enplanement. This KPI is $7.80 projected $0.23 higher in the FY 2014 Budget than the FY 2013 Outlook $7.40 because of increased parking capacity, anticipated parking rate increases, and $7.00 FY12 FY13 FY14 FY14 full year operations of new concessions Actual Outlook Fin'l Plan Budget in Section A of Terminal A in FY 2014, less the negative impact from the TRIP on those business units’ revenues. More information is included in the business unit write-ups that follow.

32 DFW International Airport

FY 2014 Adopted Budget DFW Cost Center Parking Business Unit Background – The Parking Business Unit (PBU) is DFW’s most significant source of non-airline revenue. Customers are charged parking fees based on the length of stay and the parking facility used. The table below highlights DFW’s parking products, spaces and parking rates.

DFW Parking Space and Rate Summary

Parking Products Terminal Lots A (3 structures) B (3 structures) C (4 structures) D (1 structures) E (3 structures) Infield (uncovered) Total Terminals Express Lots Remote Lots Intra-day Valet Pass-throughs/Drop-off Total Public Spaces Employee Parking

No. of Parking Spaces

Post TRIP Spaces Closed for Spaces Renovation (1) Renovation Available Spaces

FY 2014 Daily Parking Rate

(2)

$18 toll tag; $20 cash or credit card 5,548 3,524 5,781 7,821 4,050 1,842 28,566 7,357 4,864 n/a n/a n/a 40,787 7,520

(1,646) (1,618) (890) (1,503) (618) (6,275) (624) n/a n/a n/a (6,899)

3,902 1,906 5,781 6,931 2,547 1,224 22,291 6,733 4,864 n/a n/a n/a 33,888 7,520

7,400 3,524 5,781 7,821 5,600 1,605 31,731 8,572 4,864 n/a n/a n/a 45,167 7,520

$11 uncovered; $13 covered $9 uncovered $2 to $7 (up to 6 hours) $25 (uses existing parking facilities) $1 toll tag; $2 cash (0-30 minutes)

(1) Included in FY 2013 Financial Plan (2) Includes sales tax.

The Airport is unique from an airport parking perspective because the Airport has parking plazas on the north and south ends of International Parkway (i.e., the entrances to the Airport), so that all customers and visitors must go through the plazas to access the Airport. In addition, many patrons drive through the Airport while traveling from north to south or south to north. These patrons pay a $1 pass-through/drop-off fee if they have a toll tag and $2 if paying with cash or credit card for the first 30 minutes.

Intra-Day fees graduate to $7 with daily rates beginning at 6 hours. Any stay over 6 hours is considered one full day.

DFW collects a privilege fee of 10% (of sales) from off-airport parking and valet providers. The Airport contracts directly with a third party to provide a DFW branded valet service. The PBU is also responsible for busing customers from the parking lots to the terminals (Express and Remote products) and between the terminals (Terminal Link).

33 DFW International Airport

FY 2014 Adopted Budget DFW Cost Center The chart below shows the Proposed Vehicle Parking Fees for FY 2014.

Proposed Vehicle Parking Fees

Duration 0 min - 30 min with Tolltag 0 min - 30 min 30 min - 2 hours with Tolltag 30 min - 2 hours 2 - 4 hours 4 - 6 hours 6 - 24 hours with Toll Tag 6 - 24 hours

Terminal

(1)

$1 $2 $2 $3 $5 $7 $18 $20

(2)

Express Covered $2 $2 $2 $2 $3 $4 $13 $13

Express Uncovered $2 $2 $2 $2 $3 $4 $11 $11

Remote $1 $1 $1 $1 $2 $3 $9 $9

(1) Including DFW Business Center (2) All Parking fees, excluding valet parking, include sales tax. The sales tax is based on applicable tax jurisdiction.

FY 2014 Budget – The FY 2014 parking revenue budget is $124.1 million, a $7.9 million (6.8%) increase from the FY 2013 Outlook. This reflects an increase in originating passengers, a $1 increase for remote rates, and a $1 increase for cash and credit card transactions between 0 minutes - 2 hours for the central terminal area.

The proposed rate increases are expected to generate incremental revenues of $3.7 million.

The remaining revenues of $4.2 million are based on growth assumptions for originating passengers and growth of express parking. Management believes this to be an aggressive budget with up to $2 million at risk due to the number of closed terminal parking spaces for TRIP. The terminal budget was not adjusted downward for this exposure. The FY 2014 Budget is $5.3 million (4.1%) lower the Financial Plan projection due to postponement of a $1 increase in terminal and express rates due to the delays in adding new terminal garages.

Parking Revenue per Originating Passenger $9.80

$9.50

$9.40 $8.95

$9.00 $8.60

$8.72 $8.50

$8.20 $7.80 $7.40 $7.00 FY12 Actual

FY13 Outlook

FY14 Fin'l Plan

34 DFW International Airport

FY14 Budget

Parking Revenue per Originating Passenger The primary drivers for parking revenues are originating passengers, parking prices, and average length of stay.

The goal is to maximize revenue per originating passenger.

The increase in parking revenue per originating passenger for the FY 2014 Budget versus the FY 2013 Outlook is due to rate increases and incremental spaces in express parking. This KPI is below the Financial Plan projection due to the deferral of the terminal and express parking rate increase.

FY 2014 Adopted Budget DFW Cost Center Concessions Business Unit Background – Terminal concessions primarily consist of food and beverage, retail and duty free, advertising, and various customer services/amenities. Concessions agreements generally are for a term of 5 to 10 years and include a Minimum Annual Guarantee (MAG) and percentage rent. As of June 30, 2013, the Airport had 201 total locations and 128 packages.

Approximately 89% of packages are currently paying percentage rent. Concessions revenues also include contracts for sponsorships, advertising, and communications services which generally have periodic or one-time payments that may be amortized over the life of the contract.

Concessions’ goal is to optimize retail, services, and food and beverage options for customers to increase revenue per enplanement; and to grow new revenue streams from sponsorships, communications, and advertising not tied directly to enplanements.

During FY 2013, DFW awarded the concessions in Phase 2 of Terminal E and began bidding retail locations in Terminal D. Concessions reopened with the TRIP construction for Phase I in Terminal A Section A which was completed in the second quarter of FY 2013. Phase II TRIP construction has begun in Terminal A with the closing of Section B in the third quarter of FY 2013. The E satellite was also returned to service with 7 concessionaires supporting the passengers. The Airport anticipates that revenues per enplanement will increase as new concessions open.

FY 2014 Budget – The FY 2014 concessions budget is $66.8 million, a $5.2 million (8.4%) increase from the FY 2013 Outlook due to the net impact of increasing enplanements and the opening of new concessions in Section A of Terminal A, partially offset by additional terminal sections under construction. During FY 2014 Terminals A, B, and E will each have a section closed for TRIP construction. Concession revenues have an exposure of $4 million due to an assumption that advertising contracts will be renewed in FY 2014.

Concessions Revenue per Enplanement – This is the Concession Business Unit’s most significant KPI because it measures the amount of revenue earned by DFW from terminal concessions per enplaned passengers. This is Concessions Revenue per Enplanement also a standard metric used by the airport $2.40 $2.18 industry. The $0.11 increase in concessions $2.20 $2.07 $2.00 revenue per enplanement in FY 2014 as $2.00 $1.93 compared to the FY 2013 Outlook is primarily related to the opening of new concessions in $1.80 Section A of Terminal A that will provide new $1.60 concession offerings to passengers. Revenue $1.40 per enplanement is exceeding the Financial $1.20 Plan due projections because the impact of TRIP has been less than originally anticipated $1.00 FY12 FY13 FY14 FY14 and the addition of more concessions square Actual Outlook Fin'l Plan Budget footage.

35 DFW International Airport

FY 2014 Adopted Budget DFW Cost Center Rental Car Center (RAC) Business Unit Background – The RAC covers 155 acres and includes a common building with individual counters and back office space for each rental car company. The facility also includes a parking garage for ready and return car spaces, a bus maintenance facility, overflow surface parking areas and individual rental company service sites including car wash racks, maintenance bays and fueling systems. The Airport collects ground lease, percentage rent (10% of sales), and O&M expenses from the rental car companies. The ground lease rate increases 3% each year. There are 6 rental car companies with 11 brands operating from the RAC, providing a total available inventory of approximately 25,000 cars. The largest 3 rental car companies and their market share are Hertz (37%), Avis/Budget (30%), and Enterprise/Vanguard (30%). There are no major off–airport rental car operations competing with the Airport.

DFW management has very little control over rental car company activities. It assists the RAC companies where possible and maintains the RAC facility to high standards. Most RAC patrons are business travelers. RAC sales and DFW revenues tend to follow the economy. DFW revenues can rise or fall based on the number of DFW destination passengers, the percentage of destination passengers renting cars, the average stay per renter, and the average daily price charged for the cars.

FY 2014 Budget – The FY 2014 rental car revenue budget is $30.9 million, a $1 million (3.3%) increase from the FY 2013 Outlook due to increases in destination passengers projected for FY 2014. The FY 2014 Budget is $1.4 million better than the FY 2014 projection in the FY2013 Financial Plan due to the impact of higher transaction days and a higher average daily rate assumed in the Plan. All other factors are assumed to stay constant with the FY 2013 Outlook because management has no control over these factors.

RAC Revenues per Destination Passenger This KPI measures the amount of percentage rent paid by the rental car companies to DFW divided by destination passengers (i.e., passengers from other cities that fly to DFW for business or pleasure). The FY 2014 Budget for RAC revenues per destination passenger is projected to be 1.7% higher than the FY 2013 Adjusted Outlook primarily due to an estimated increase in average stay per renter. The Outlook was adjusted for a one-time prior period accounting adjustment of $777,000.

Rental Car Revenue per Destination Passenger $2.80 $2.60 $2.40

$2.45 $2.32

$2.39

$2.35

FY13 Adj Outlook*

FY14 F-Plan

$2.43

$2.20 $2.00 $1.80 $1.60 $1.40 FY12 Actual

FY13 Outlook

FY14 Budget

*FY 2013 Outlook Rental Car Revenue per Destination Passenger adjusted for one-time accounting adjustment of $777K.

36 DFW International Airport

FY 2014 Adopted Budget DFW Cost Center Commercial Development Business Unit Background – The Airport has a total land mass of 17,207 acres. As of June 30, 2013, 1,870 acres have been commercially developed.

Management estimates that approximately 4,304 acres of additional land is available for future development.

A commercial development land use plan has been completed and approved by the Board. Management has also had a consultant prepare a detailed feasibility study of the full cost and benefits of the different development areas identified in the land use plan.

The Airport focuses primarily on developing land that has airport synergy such as logistics and warehousing. Any land lease over 40 years requires the approvals of the Cities of Dallas and Fort Worth.

Commercial development revenues include ground leases, foreign trade zone tariff and facility rents generated from non-terminal Airport facilities, and property and surface use fees primarily from natural gas drilling. Multi-year lease agreements are negotiated with tenants on a square foot or acre basis. Some facilities such as the Hyatt Regency Hotel and Bear Creek Golf Course also have percentage rent components.

DFW is currently in the development process for the new Southgate Plaza project that will include restaurants, retail, office, and a select service hotel. Also, a development process is underway for a new convenience retail project at Founders’ Plaza that will include a fueling station and food service. Other future development opportunities include land around the new DART station on the southeast side of the Airport and several industrial, office, and mixed use commercial sites on the north and south sides of the Airport.

The key drivers for commercial development revenues are acres developed and the average ground rental rate. Approximately 40% of the ground lease revenue is based on negotiated rates and 60% on the airport services ground rental rate. The airport services ground rental rate per acre increases with inflation and will be $26,791 in FY 2014.

FY 2014 Budget – The FY 2014 commercial development revenue budget is $36.3 million is unchanged from the FY 2013 Outlook. However, there were several revenue increases and decreases of size. FY 2014 reflects a decrease of $0.7 million in natural gas pipeline fees and $2.6 million of one-time damage and license fees paid by DART for the I-2 line & I-3. These reductions are offset by $1 million from three new ground leases, $0.6 million increase in ground rental rates and damage fees of $1.7 million for the I-3 line.

37 DFW International Airport

FY 2014 Adopted Budget DFW Cost Center Other DFW Revenues and Expenses The fees charged in this category are established to recover costs (except interest income).

Certain categories like taxi fees are regulated such that DFW is supposed to charge break even prices. Due to the new cost allocation methodologies contained in the Use Agreement, a few of these cost centers are not fully recovering their costs. Where there are significant differences, management has elected to manage to a break-even over a number of years to keep price increases reasonable. There are no year-end reconciliations or true-ups in these cost centers.

Employee Transportation – DFW charges fees to employees for providing transportation from the parking lots to the terminals. Many times the companies or airlines pay these fees for their employees. The FY 2014 Budget is $13.5 million, a $0.9 million (7.1%) increase from the FY 2013 Outlook due to rate increases to cover shifts in cost center allocations and the fuel credit for FY 2012 received in FY 2013.

Taxi, Limo and Shuttle Fees – These fees are paid by taxis, limos, shuttles and other sharedride transportation companies that require airport access to drop-off and pick-up passengers.

The FY 2014 Budget is $8.5 million, a $0.5 million (6.2%) increase from the FY 2013 Outlook due to increases in access fees, driver permit fees, and operating authority fees in order to cover costs.

Utilities & Miscellaneous – This revenue category represents fees charged to non-airline users of utilities, HVAC, trash removal, water, and certain permit and accounting fees. Utility charges to users are based on the cost to provide the services. The FY 2014 Budget is $7.1 million, a $0.1 million (1.4%) increase from the FY 2013 Outlook due to an increase in code enforcement fees.

DPS Revenues – The Department of Public Safety (DPS) receives reimbursements from the TSA for certain services, and for badging and fire training services. The FY 2014 Budget is $5.5 million, a $1.3 million (19.3%) decrease from the FY 2013 Outlook due to a $1.6 million reduction in federal reimbursements for law enforcement officers and canines, offset by increased Fire Training Center revenue based on a full year of operations. DPS revenues are allocated to the cost centers on the same basis as DPS expenses.

Interest Income – Interest income includes interest earned on investments from the Operating Revenue and Expense Fund, the 3 month Operating Reserve, and Debt Service Reserve Fund, and the Rolling Coverage Account. The FY 2014 interest income budget is $1.2 million, a $0.1 million (7.7%) decrease from the FY 2013 Outlook due to the purchase of securities with shorter maturities for the purpose of managing TRIP cash flow and to position the airport to take advantage of anticipated rate increases in the future. The FY 2014 Budget is a $0.2 million (14.29%) decrease from FY 2014 in the FY 2013 Financial Plan due to slightly lower interest rates (0.25% in the Financial Plan versus 0.24% in the Budget).

38 DFW International Airport

FY 2014 Adopted Budget DFW Cost Center Skylink – Expenses related to Skylink are covered in the DFW Cost Center so that bonds related to Skylink can remain non-AMT. The FY 2014 Budget is $22.9 million, a $0.7 million (3.3%) increase from the FY 2013 Outlook due to CPI related contract increases and additional special inspections.

Terminal Contributions – Per the terms of the Use Agreement, DFW pays terminal cost based on common use space and its share of vacant leasable space. The FY 2014 Budget is $7.7 million, unchanged compared to the FY 2013 Outlook.

THE REST OF THIS PAGE IS BLANK

39 DFW International Airport

FY 2014 Adopted Budget Operating Expenses FY 2014 Expense Budget by Major Cost Driver The FY 2014 Budget is $651.3 million, an increase of $1.2 million (0.2%) from the FY 2013 Outlook and a decrease from the FY 2013 Budget of $7.8 million (1.2%). A walkforward between the FY 2013 Outlook and the FY 2014 Budget follows:

FY13 Outlook

FY14 Fin'l Plan

Operating Expenses

$360.3

$360.1

$368.4

$368.8

$8.7

$0.3

Gross Debt Service

298.8

290.0

313.9

282.5

(7.5)

(31.4)

Total 102 Fund Expenditures $659.1 Contingency O/S Rate Base

$650.1

$682.3

$651.3 10.0

$1.2

($31.0)

Annual Budget (Millions)

Total Budget w/ Contingency

FY14 Budget

Increase (Decrease) FY14B FY14B vs FY13OL vs FY14FP

FY13 Budget

$661.3

Operating Expense Budget Walkforward Operating Expenses (in Millions) FY 2013 Outlook Budget reductions Merit & fixed increases Volume driven increases Other Cost center shifts Restore contingency Operating reserve Net Increase in Budget FY 2014 Expense budget

40 DFW International Airport

Total $360.1 (6.6) 11.0 1.8 1.4 0.0 2.0 (0.9) 8.7 $368.8

DFW $142.7 (4.3) 5.3 0.0 0.6 0.9 0.8 (0.3) 3.0 $145.7

Airline $217.4 (2.3) 5.7 1.8 0.8 (0.9) 1.2 (0.6) 5.7 $223.1

FY 2014 Adopted Budget Operating Expenses Detailed Operating Expense Budget Walkforward Budget Category (in Millions) FY 2013 Outlook Budget reductions

A B C D

E F G H I J K

L M

N O

P Q R

Demolitions & other (one time) Energy, Trans. & Asset Mgt. Projects Parking Control System savings Energy rates Total budget reductions Merit & fixed increases Merit, Annualization & Vacancies Pension/OPEB Contract increases Hardstand operations Health care CNG fuel credits Insurance premiums Total merit & fixed increases Volume driven increases Partially restore deicing budget Terminal Maint. Increase (TRIP) Total volume driven increases Other Marketing initiatives Other Total other increases Operating expense increases Cost center shifts Contingency & reserves Restore contingency Operating reserve Total contingency & reserves Net Increases FY 2014 Budget

Total $360.1

DFW $142.7

Airline $217.4

(3.4) (1.6) (1.0) (0.6) (6.6)

(2.3) (0.7) (1.0) (0.3) (4.3)

(1.1) (0.9) (0.0) (0.3) (2.3)

3.9 2.3 2.0 1.0 0.6 0.7 0.5 11.0

1.4 0.7 1.7 0.0 0.2 0.5 0.8 5.3

2.5 1.6 0.3 1.0 0.4 0.2 (0.3) 5.7

1.1 0.7 1.8

0.0 0.0 0.0

1.1 0.7 1.8

0.6 0.8 1.4 7.6 0.0

0.2 0.4 0.6 1.6 0.9

0.4 0.4 0.8 6.0 (0.9)

2.0 (0.9) 1.1 8.7 $368.8

0.8 (0.3) 0.5 3.0 $145.7

1.2 (0.6) 0.6 5.7 $223.1

Note: The reference letters in the previous table are cross-referenced to the variance explanations in the Expense Comparison by Summary Account discussed further in this section.

A. Demolitions and Other One-time Expenses

($3.4) million

In FY 2013 the DFW Board approved the use of Contingency funds outside the rate base for the demolishment of the SkyChef Kitchens and a portion of the old AirTran Guideway. Also included was approval for Thermal Plastic Airfield markings and the widening of the Terminal E-33 checkpoint. These expenses will not recur in FY 2014.

41 DFW International Airport

FY 2014 Adopted Budget Operating Expenses B. Energy, Transportation and Asset Management (ETAM) Projects

($1.6) million

ETAM projected expenses for building assessments, ($0.5 million) dynamic signs, ($0.3 million) repair of Terminal D graphics, ($0.2 million), TV maintenance ($0.2 million), relocation of light poles ($0.1 million), and several other smaller projects in FY 2013 that will not recur in FY 2014.

C. Parking Control System Savings

($1.0) million

The implementation of the Parking Control System, scheduled for August 26, 2013, will generate savings in salaries of $0.7 million and temporary labor of $0.3 million in FY 2014 as automation will decrease the need for employees in the booths.

D. Energy Rates

($0.6) million

ETAM has locked in lower rates for electricity through March 2015. Electricity rates will drop from $0.0742 to $0.0645 per KWH, reducing electricity costs by $800K in FY 2014. These savings are somewhat offset by an increase in natural gas rates.

Natural gas rates will rise from $3.44 to $4.075 per MMBTU, increasing costs by $200K in FY 2014. The natural gas rates are locked in until September 2014.

E. Merit, Annualization and Vacancy Factor

$3.9 million

This represents the FY 2013 impact of the merit increase granted in the FY 2013 Budget for 3 months, the proposed merit pool of 3% effective January 1, 2014, and changes in the vacancy factor from an average 5.2% in FY 2013 to an average 5.0% in FY 2014. The change in vacancy factor is based on experience in FY 2013.

F. Pension/OPEB

$2.3 million

The funding requirements for the defined benefit retirement plan and other post-employment benefits (OPEB) are actuarially determined for DFW each year. The FY 2014 contribution for the defined benefit plans has increased $3.8 million due primarily to the amortization of actuarial investment losses from 2008 over the past 5 years. This increase is offset by a decrease of $1.5 million in OPEB costs for FY 2014 which resulted from better than expected claims experience.

G. Contract Increases

$2.0 million

Contract increases are comprised of $1.1 million to employee, terminal link, and express busing contracts due to inflation and the planned movement of more employees from Terminal D; $0.6 million of Skylink maintenance & inspections due to inflation and the every-other-year cycle of inspections, and $0.3 million of increased asbestos testing contracts to meet future project demand for new commercial development projects.

H. Hardstand Operations

$1.0 million

Due to a lack of international gates in Terminal D during peak arrival times, DFW will have to hardstand more operations in 2014. Hardstand operations are expected to increase to an average of 5 per day in FY2014. Costs include maintenance on equipment such as Cobuses, mobile passenger jet bridges, portable water carts, pre-conditioned air units and ground power

42 DFW International Airport

FY 2014 Adopted Budget Operating Expenses units, contract personnel to drive the buses, and fuel for the buses and equipment.

Management estimates that there is an additional $1.0 million in cost exposure if one additional wide body or 3 additional narrow body flights are added in the peak.

I. Health Care

$0.6 million

Health care costs, which include medical benefits, long term disability, short term disability and life insurance are increasing in FY 2014 due to healthcare cost increases of 4%. The Budget includes the assumption that employees will continue to pay 20% of health care costs in FY 2014.

J. CNG Fuel Credits

$0.7 million

Fuel credits of $0.50 per gallon for CNG were authorized by Congress in FY 2013, retroactive to 2012. Therefore, in FY 2013, DFW recorded two years of CNG credits. In FY 2014, the budget assumes this credit will be approved again. The FY 2014 budget assumes that Congress will renew the credits. If they do not, DFW has approximately $800,000 of budget exposure.

K. Insurance

$0.5 million

Insurance costs will increase in FY 2014 due to claims experience and increased value of buildings, primarily due to TRIP improvements in the terminals and new parking garages.

The value of DFW’s assets has increased by $500 million yearover-year.

L. Partially Restore Deicing Budget

$1.1 million

FY 2013 was an abnormally mild winter and had almost no deicing activity. Normal winters usually cost $1.4 million for filters, deicing fluid and rock salt. Rather than restoring the deicing budget to average levels of $1.4 million, DFW has only budgeted $1.1 million for FY 2014. The remaining $300,000 is an exposure item for the fiscal year.

M. Terminal Maintenance Increase (TRIP)

$0.7 million

TRIP operations have increased the need for activities such as restoring electric power and checking systems after shutdowns, etc. to ensure business continuity in the terminals. This budget will provide sufficient funds to provide the incremental services during construction.

N. Marketing Initiatives

$0.6 million

These initiatives include the “Thanks Again� customer rewards program providing airline miles for on-Airport purchases, host responsibilities for the Aerotropolis and International Parking Institute conferences, and marketing support for the Fire Training Research Center. There are no incremental international marketing initiatives above current levels in the Budget. The Board may want to pursue specific international marketing opportunities in FY 2014. Additional Contingency dollars outside the rate base were added to accommodate this possibility.

43 DFW International Airport

FY 2014 Adopted Budget Operating Expenses O. Other

$0.8 million

This category includes the net increases and decreases from many small projects such as LiveWell incentives ($198K), legal costs ($230K), uniforms ($98K), and badging supplies ($117K). Savings include repair of retaining wall caps ($100K), replacement of fuel pumps ($80K), and repair of concrete drainage at waste facility ($80K).

P. Cost Centers Shifts

$0.0 million

Management reviews projected expenditures as part of the annual budget process to ensure they are charged to the proper cost center. Approximately $900,000 of expenses are being reallocated from the Airfield and Terminals Cost Centers to the DFW Cost Center as part of the FY 2014 Budget. The largest component of this relates to print shop expenses that are more correctly charged to the DFW Cost Center.

Q. Restore CEO Contingency

$2.0 million

DFW budgets have historically contained a CEO contingency ranging from $2.5 million to $1.75 million. The CEO contingency is included in the rate base and may be used by the CEO without Board approval. It is recommended that the CEO contingency be $2 million in FY 2014.

R. 3 Month Operating Reserve

($0.9) million

DFW is required to have a 90-day cash reserve for operating expenses. In FY 2014, the actual reserve needs to be increased by $2.3 million due to a net cost increase of $8.9 million. In FY 2013 it was an increase of $3.2 million, thus a decrease of $0.9 million. If DFW needs to access any contingency, the operating reserve (25%) will also need to be increased.

Operating Budget by Category The following tables compare the FY 2013 Outlook with the FY 2014 Budget by expense category. Variance explanations by major cost driver follow in the walkforward.

Increase (Decrease) FY13 FY14 FY14 FY14B vs. FY14B vs.

Operating Budget (in Millions) Outlook Fin'l Plan Budget FY13OL FY14 F Plan Salaries & Wages $114.4 $115.3 $118.4 $4.1 $3.1 Benefits 58.7 59.6 61.8 3.1 2.3 Contract Services 128.5 127.8 127.0 (1.6) (0.9) Utilities 25.6 25.9 25.0 (0.6) (0.9) Equipment & Supplies 14.4 15.2 15.8 1.5 0.6 Insurance 5.3 5.4 5.8 0.5 0.4 Fuels 3.1 4.3 3.8 0.7 (0.4) General, Admin & Other 6.9 8.6 6.8 (0.1) (1.8) Contingency 0.0 2.5 2.0 2.0 (0.5) Subtotal 356.9 364.6 366.5 9.6 1.9 Operating Reserve 3.2 3.8 2.3 (0.9) (1.5) Total Budget $360.1 $368.4 $368.8 $8.7 $0.4

44 DFW International Airport

FY 2014 Adopted Budget Operating Expenses

A B C D

F G H I J K L M N O P Q R

Fuels Ins G & A Cont Op Res Total Budget Walkforward (millions) Sals Bens Conts Supp Util FY 2013 Outlook 114.4 58.7 128.5 14.4 25.6 3.1 5.3 6.9 0.0 3.2 360.1 Major cost reductions Demolitions (3.4) (3.4) ETAM Projects (1.6) (1.6) PCS Savings (0.7) (0.3) (1.0) Energy Rates (0.6) (0.6) Total Savings (0.7) 0.0 (5.3) 0.0 (0.6) 0.0 0.0 0.0 0.0 0.0 (6.6) Major cost increases Merit, Annualization & Vacancy 3.9 3.9 Pension/OPEB 2.3 2.3 Contract increases 2.0 2.0 Hardstand operations 1.0 1.0 Healthcare 0.6 0.6 CNG fuel credits 0.7 0.7 Insurance premiums 0.5 0.5 Partially restore deicing 1.1 1.1 Terminal Maint. Increase (TRIP) 0.7 0.7 Marketing initiatives 0.6 0.6 Other 0.8 0.2 (0.5) 0.4 (0.1) 0.8 Restore Contingency 2.0 2.0 Three month operating reserve (0.9) (0.9) Total increases 4.7 3.1 3.8 1.4 0.0 0.7 0.5 (0.1) 2.0 (0.9) 15.3 FY 2014 proposed budget 118.4 61.8 127.0 15.8 25.0 3.8 5.8 6.8 2.0 2.3 368.8

Salaries and Wages The FY 2014 salaries and wages budget is $118.4 million, a $4.0 million (3.5%) increase from the FY 2013 Outlook of $114.4 million due to a 3.0% merit pool of approximately $2.7 million, annualization of previously granted merit of $0.9 million, PCS savings of $0.7 million and net vacancy factor and other changes of $0.7 million. The Budget includes funding for an incentive compensation plan as reviewed by the Board’s Executive Compensation Committee. It will be based on DFW’s achievement of certain organizational goals and initiatives that will be developed and published in November 2013. The plan is also based on individual performance.

Benefits The FY 2014 benefits budget is $61.8 million, a $3.1 million (5.3%) increase from the FY 2013 Outlook of $58.7 million. This is due to increased Pension/OPEB contributions of $2.3 million, Health care cost increases of $0.6 million and Social Security and other net increases of $0.2 million.

45 DFW International Airport

FY 2014 Adopted Budget Operating Expenses Contract Services The FY 2014 contract services budget is $127.0 million, a $1.5 million (1.2%) decrease from the FY 2013 Outlook of $128.5 million due to cost reduction in one time demolition projects ($3.4 million) and reductions in asset management projects ($1.6 million) such as building assessments, dynamic signs, Terminal D graphics repair, etc. These are somewhat offset by increases in contracts ($2.0 million) such as Terminal Link, Employee and Express Busing, Skylink operations and inspections, asbestos testing, etc. and increased costs for hardstand operations ($1.0 million) increased costs for TRIP maintenance ($0.7 million) and marketing initiatives ($0.6 million) for Thanks Again and the Aerotropolis and parking conferences.

Equipment and Supplies The FY 2014 equipment and supplies budget is $15.8 million, a $1.4 million (10.4%) increase from the FY 2013 Outlook of $14.4 million primarily due to the partial restoration of the deicing budget ($1.1 million) and other small items such as uniforms and badging supplies.

Utilities The FY 2014 utilities budget is $25.0 million, a $0.6 million (2.3%) decrease from the FY 2013 Outlook of $25.6 million due to decreases in electricity ($0.8 million); somewhat offset by an increase in natural gas ($0.2 million) costs for FY 2014.

Fuels The FY 2014 fuels budget is $3.8 million, a $0.7 million (22.6%) increase from the FY 2013 Outlook of $3.1 million due to a reduction in CNG tax credits. In FY 2013, congress authorized a rebate that was for a two year period. The FY 2014 Budget only includes a rebate for one year.

Insurance The FY 2014 insurance budget is $5.8 million, a $0.5 million (9.4%) increase from the FY 2013 Outlook of $5.3 million primarily due to increased premiums based on claims experience and the value of DFW’s assets, due to TRIP improvements and the new parking garages.

General and Administrative (G&A) The FY 2014 general and administrative budget is $6.8 million, a $0.1 million (0.9%) decrease from the FY 2013 Outlook of $6.9 million due to lower travel expenses.

Contingency The FY 2014 Budget includes $2.0 million of contingency inside the rate base to be spent at the CEO’s discretion for projects and unforeseen events that come up during the fiscal year.

Operating Reserve DFW is required to have a 90-day cash reserve for operating expenses. This is the amount necessary to fund the reserve.

46 DFW International Airport

FY 2014 Adopted Budget Operating Expenses Contingency Outside of Rate Base Beginning in FY 2010, DFW began to add contingency outside of the rate base to the budget.

This is done so that the airlines do not have to pay for the contingency during the year in the rate base, but provides management with flexibility should costs rise unexpectedly and an incentive to budget costs more accurately. Contingency outside the rate base is $10.0 million in FY 2014. This allows management to make investments in the DFW cost center or to pursue marketing initiatives if revenues become available. Management must obtain Board of Directors’ approval prior to using this contingency.

Net Debt Service Budget The FY 2014 debt service budget is $152.8 million, an $18.2 million (13.5%) increase from the FY 2013 Outlook and a $30.6 million (16.7%) decrease from the FY 2014 Financial Plan as shown in the table below.

Debt Service (in Millions) Debt Service and Coverage Pre-TRIP Debt Service TRIP Debt Service1 PFIC Related Debt Service Less Interest Income Gross Debt Service and Coverage Offsets to Debt Service PFCs for Pre-TRIP Debt Service PFIC Transfers Total Offsets Net Debt Service Paid by Rate Base 1

FY13 Outlook

FY14 Fin'l Plan

FY14 Budget

Increase (Decrease) FY14B vs.

FY14B vs.

FY13OL FY14FP

$254.4

$225.9

$219.9

($34.5)

($6.0)

16.1 19.6 (0.2) $290.0

69.7 18.3 0.0 $313.9

44.6 18.2 (0.2) $282.5

28.5 (1.4) (0.0) ($7.5)

(25.2) (0.0) (0.2) ($31.4)

135.8 19.6 155.5 $134.5

112.3 18.3 130.5 $183.4

111.5 18.2 129.7 $152.8

(24.3) (1.4) (25.7) $18.2

(0.8) (0.0) (0.8) ($30.6)

Shown net of Capitalized Interest

The Net Debt Service increase of $18.2 million over the FY 2013 Outlook is primarily due to the increase in TRIP debt service partially offset by savings in refinancing in pre-TRIP debt service.

The increase in TRIP debt service is a result of capital projects being completed in FY 2013 and FY 2014 and debt service beginning for those projects. TRIP debt service is not PFC eligible.

For the FY 2014 Budget, there will be 3 sections of 3 terminals and 3 terminal parking garages closed and 3 sections of 3 terminals opening. Pre-TRIP debt service has decreased by $10.2 million (net of PFCs) primarily due to better than expected interest rates on refinancing of debt.

In addition, there is a one-time benefit in FY 2014 pre-TRIP debt service of over $5 million from excess incremental coverage.

47 DFW International Airport

FY 2014 Adopted Budget Operating Expenses Positions The following table summarizes the total number of operating and capital positions assumed in the FY 2014 Budget. Operating positions are paid out of the 102 Fund. Salaries of capital positions are capitalized and paid from the capital accounts. A summary of positions by department is included at the end of the Department section.

FY13 FY14 FY14 Positions Budget Reductions Budget Operating

1,802

Capital

112

Total

1,914

(5) 0 (5)

1,797 112 1,909

The change in the number of positions consists of a reduction of ten positions in Parking Operations, offset by the addition of a corporate aviation concierge and a corporate aviation rep in General Aviation, two field service technicians in the Field Services Group in ITS and a diversity manager in Human Resources, for a net reduction of five.

48 DFW International Airport

FY 2014 Adopted Budget Departments Department Overview and Walkforwards DFW is organized into Divisions, which are comprised of Departments. Each Division page includes a summary of the Division’s major functions and a walkforward of the FY 2014 Budget by major cost driver. The following table is a budget comparison by Department, in millions.

FY13 Outlook $122,871 59,964 11,052 4,947 2,282 $201,115

FY14 Budget $124,329 63,537 11,246 5,359 2,211 $206,683

Better (Worse) FY14B vs FY13OL ($1,459) (3,573) (194) (413) 70 ($5,568)

Parking Concessions Commercial Development Customer Service Department Marketing Services Department Revenue Management

47,159 2,969 2,229 8,588 8,418 $69,364

46,880 3,289 2,404 9,520 9,135 $71,228

280 (320) (175) (932) (716) ($1,863)

Human Resources Procurement & Materials Mgmt.

Business Diversity & Development Risk Management Administration and Diversity

6,382 4,320 1,299 8,632 $20,634

6,625 4,475 1,327 9,436 $21,862

(243) (154) (27) (804) ($1,228)

Information Technology Services Finance Department Treasury Management Aviation Real Estate Air Service Development CFO/Airline Business and Technolo

34,110 6,175 1,311 1,540 2,296 $45,432

35,979 6,580 1,380 1,441 2,302 $47,682

(1,869) (405) (69) 99 (6) ($2,251)

5,514 489 2,551 2,336 4,052 0 8,587 $360,076

6,107 598 2,367 2,399 3,988 2,000 3,881 $368,795

(593) (109) 184 (62) 64 (2,000) 4,706 ($8,719)

1

Energy, Transportation, & Asset Mgmt.

Public Safety Operations Environmental Affairs Department Planning Department Operations

Public Affairs Airport Development Legal Audit Services Executive Office Contingency Non-Departmental Total Operating Expenses 1

FY13 Outlook was adjusted to reflect the transfer of functions from Parking ($0.4M reductions

to Finance ($0.4 million increase) and for the transfer of Print Services from PMM to the departments

49 DFW International Airport

FY 2014 Adopted Budget Departments Expense Budget Walkforward Budget Category (in Millions) FY 2013 Outlook Budget reductions

A B C D

E F G H I J K

L M

N O

P Q R

Demolitions & other (one time) Energy, Trans. & Asset Mgt. Projects Parking Control System savings Energy rates Total budget reductions Merit & fixed increases Merit, Annualization & Vacancies Pension/OPEB Contract increases Hardstand operations Health care CNG fuel credits Insurance premiums Total merit & fixed increases Volume driven increases Partially restore deicing budget Terminal Maint. Increase (TRIP) Total volume driven increases Other Marketing initiatives Other Total other increases Operating expense increases Cost center shifts Contingency & reserves Restore contingency Operating reserve Total contingency & reserves Net Increases FY 2014 Budget

50 DFW International Airport

Total $360.1

DFW $142.7

Airline $217.4

(3.4) (1.6) (1.0) (0.6) (6.6)

(2.3) (0.7) (1.0) (0.3) (4.3)

(1.1) (0.9) (0.0) (0.3) (2.3)

3.9 2.3 2.0 1.0 0.6 0.7 0.5 11.0

1.4 0.7 1.7 0.0 0.2 0.5 0.8 5.3

2.5 1.6 0.3 1.0 0.4 0.2 (0.3) 5.7

1.1 0.7 1.8

0.0 0.0 0.0

1.1 0.7 1.8

0.6 0.8 1.4 7.6 0.0

0.2 0.4 0.6 1.6 0.9

0.4 0.4 0.8 6.0 (0.9)

2.0 (0.9) 1.1 8.7 $368.8

0.8 (0.3) 0.5 3.0 $145.7

1.2 (0.6) 0.6 5.7 $223.1

FY 2014 Adopted Budget Departments Operations Division Energy, Transportation and Asset Management (ETAM) ETAM manages DFW’s physical infrastructure assets and services to include energy management, thermal energy production and distribution, potable water and sanitary sewer system operation, pretreatment plant operation, spent aircraft deicing fluid collection, storage system operation, Skylink system operation and vehicle fleet maintenance. Services include facilities maintenance, commissioning/retro-commissioning of physical assets, infrastructure/facility management, solid waste management, and customer support.

Department of Public Safety (DPS) The Department of Public Safety ensures the protection of life and property through the effective and efficient delivery of professional public safety services to the airport community to include Police, Fire and Special Services.

Airport Operations Airport Operations is responsible for managing airside and landside operations, ground transportation, Corporate Aviation and technical training. Airport Operations ensures the continuous availability of aviation support services and facilities for efficient and safe operations.

Environmental Affairs Environmental Affairs implements comprehensive environmental compliance programs throughout DFW Airport, which includes support to the National Environmental Policy Act and the Federal Aviation Administration; regulatory and technical guidance to DFW departments, tenants, and contractors engaging in activities subject to environmental laws, regulations, rules, and enforcement agency policy; and management of a compliance-focused Environmental Management System and 21 core compliance programs as well as the Noise Compatibility Office.

Planning Planning is responsible for directing and coordinating the overall planning activities of DFW including facilities, airfield, and transportation/roadway planning, and for directing DFW’s signage program.

51 DFW International Airport

FY 2014 Adopted Budget Departments

Budget Comparison and Walkforward Operations Division (in thousands) FY13 Outlook Asset Management $122,870 Public Safety 59,964 Operations 11,052 Planning 2,282 Environmental Affairs 4,947 Total Operations Division 201,115

FY14 Budget $124,329 63,537 11,246 2,211 5,359 206,683

Salaries & Wages Benefits Contract Services Equipment & Supplies Insurance Utilities Administrative Total Operations Division

$65,451 34,393 67,199 15,346 0 23,087 1,206 $206,683

$63,995 31,896 66,374 13,948 0 23,644 1,258 $201,115

Walkforward from FY 2013 Outlook Reference FY 2013 Outlook $201,115 Salaries and Wages 1,456 E Benefits 2,497 F, I Contract Services 825 B, G, P Equipment & Supplies 1,398 J, L, P Utilities (557) D Administrative (52) P Total Proposed FY 2014 Budget $206,683

52 DFW International Airport

FY 2014 Adopted Budget Departments Revenue Management Division Customer Service The Customer Service Department oversees the Ambassador Volunteer Program, Ground Transportation Service, Rental Car Center (RAC), and Terminal Management. All areas of Customer Service focus on meeting public demands, safety, security, and guest relations to allow for improved satisfaction and operational efficiency.

Marketing Services Marketing Services is responsible for developing and executing DFW’s trade and consumer marketing plans in order to drive increased revenues and new airline business and for ensuring that a consistent brand image is portrayed to every one of DFW’s audiences.

Parking Operations Parking Operations consists of Operations, Customer Relations, and Busing. Parking Operations is responsible for parking products, pricing, service delivery and reporting, handling customer feedback, monitoring electronic parking transactions, billing, and providing transportation services to DFW Remote Lots, Trinity Railway Express, Terminal Link, Express Parking and the Employee Shuttle.

Concessions The Concessions Department is responsible for the management and administration of all passenger-related concessions and associated revenues within the airport terminals, RAC, telecommunications, and selected airport properties outside the terminals.

Commercial Development The Commercial Development Department plans, develops, markets and leases airline hangars, air-cargo and logistics facilities, hotels, gas/convenience stores, and commercially available land at DFW. Commercial Development also evaluates and implements business opportunities that diversify DFW’s revenue stream.

53 DFW International Airport

FY 2014 Adopted Budget Departments Budget Comparison and Walkforward Revenue Management Division (in thousands) FY13 Outlook Customer Service $8,588 Marketing Services 8,418 Parking 47,159 Concessions 2,969 Commercial Development 2,229 Total Revenue Mgt Division 69,364 Salaries & Wages Benefits Contract Services Equipment & Supplies Insurance Utilities Administrative Total Revenue Mgt Division

$20,535 11,669 34,216 1,536 0 0 1,408 $69,364

FY14 Budget $9,520 9,135 46,880 3,289 2,404 71,228 $20,396 11,860 35,599 1,968 0 0 1,404 $71,228

Walkforward from FY 2013 Outlook Reference FY 2013 Outlook $69,364 Salaries & Wages (139) C, E Benefits 191 F, I Contract Services 1,383 C, G, H, O Equipment & Supplies 432 P Administrative (4) P Total FY 2014 Proposed Budget $71,228

54 DFW International Airport

FY 2014 Adopted Budget Departments Administration and Diversity Division Business Diversity and Development The Business Diversity & Development Department (BDDD) is responsible for administering the Board’s Disadvantaged and Minority/Women-owned Business Enterprise Programs. BDDD has the overall responsibility to administer, monitor and enforce the DBE and M/WBE policies, standards and procedures.

Human Resources Human Resources’ (HR) primary functions are to develop and implement programs to enhance the effectiveness of the workforce. HR is responsible for consulting and advising management on employee relations issues, including employee corrective action, complaints, and grievances; assisting employees with concerns; and developing and administering policies and procedures to ensure compliance with federal and state regulations. HR also has responsibility for coordinating the recruitment and staffing activities of DFW. HR also manages and provides strategic direction for DFW Airport’s internal communication and diversity programs. HR is responsible for writing and managing the content, messaging, and distribution of all employee communications, in order to educate employees on key DFW Airport initiatives, and create communication vehicles to inform staff of business news and recognize the efforts of DFW Airport employees.

Procurement & Materials Management Procurement & Materials Management (PMM) provides DFW-wide centralized procurement, materials management, and reprographic services. PMM manages professional services contracts/procurements and P-card program, and prepares Official Board Actions (OBAs) for Board meetings. The Central Warehouse provides central receipt, financial and physical management of inventory, management of excess and obsolete property, and provides DFWwide mail service. Print Services provides centralized reproduction, printing, and binding services for departments within the Airport.

Risk Management Risk Management identifies, analyzes and evaluates exposures, intervenes with loss prevention measures that reduce costs, and ensures compliance with applicable laws and regulations.

Areas of general administration include liability claims management, safety training, management of self-funded, fully insured, and partial claims programs involving property and casualty liability, general liability, errors and omissions, employment liability, fiduciary/fidelity exposures, contractual review/interpretation, breach of contract, auto liability, driver safety and workers’ compensation liability, and short/long term disability. Risk Management also oversees both the DFW health and wellness program, LiveWell, and the newly created Integrated Disability Management program.

55 DFW International Airport

FY 2014 Adopted Budget Departments Budget Comparison and Walkforward

Administration and Diversity Division (in thousands) FY13 FY14 Outlook Budget Business Diversity & Development $1,299 $1,327 Human Resources 6,382 6,625 Procurement & Materials Mgt 4,320 4,475 Risk Mgt 8,632 9,436 Total Admin & Diversity Division $20,633 $21,862 Salaries & Wages Benefits Contract Services Equipment & Supplies Insurance Utilities Administrative Total Admin & Diversity Division Walkforward from FY 2013 Outlook FY 2013 Outlook Salaries and Wages Benefits Contract Services Equipment & Supplies Insurance Administrative Total FY 2014 Proposed Budget

56 DFW International Airport

$6,783 4,364 2,460 580 5,297 0 1,149 $20,633

$7,090 4,536 2,692 563 5,821 0 1,160 $21,862 Reference

$20,633 307 172 232 (17) 524 11 $21,862

E F, I P P K P

FY 2014 Adopted Budget Departments CFO/Airline Business and Technology Division Information Technology Services Information Technology Services (ITS) is responsible for delivering technology solutions to DFW and is divided into 4 sections. Enterprise Systems is responsible for the development and maintenance of technology solutions for DFW human resources, procurement, fixed asset, parking, data architecture, and public safety systems. Systems Operations is responsible for the development, implementation, maintenance, and administration of the voice and data communications infrastructure, desktop and server computing environments, and data base administration. Business Solutions is responsible for the development and implementation of executive decision support systems, records management, CADD/GIS, web development, and the implementation of work-flow technologies. Terminal Systems is responsible for the development and maintenance of life safety systems, security systems, and passenger service systems.

Finance Finance is comprised of 3 groups: Accounting, Financial Planning, and Capital Planning.

Accounting is responsible for financial reporting, general ledger accounting, internal controls, revenue collections, accounts payable, accounts receivable, payroll, and fixed assets. Financial Planning is responsible for developing and monitoring DFW’s Operating Budget and Outlook for revenues and expenses. This group is also responsible for establishing DFW’s rates, fees and charges, and performing departmental financial analysis. In addition, Financial Planning analyzes DFW’s business units to determine profitability, implementation of activity based costing, project analysis, process improvement and management methodologies for proper allocations of revenues and expenses. Capital Planning is responsible for developing and monitoring DFW’s Capital Budget and forecast.

Treasury/Cash Management Treasury/Cash Management is responsible for providing strategic financial management for the Airport. This includes overseeing debt issuance/management, cash management, banking relations, DFW investments, retirement fund investments, and grants and PFC administration.

Aviation Real Estate Aviation Real Estate serves as the liaison between the Airport and the tenants of all passenger terminals and aviation-related facilities, including air cargo and hangars. Through permits and leases, Aviation Real Estate manages the contractual relationship with the tenants. The department is also responsible for aviation facilities’ strategic planning, with the goal of maximizing efficiency within the terminals and other aviation facilities.

Air Service Development Air Service Development is responsible for developing and implementing both the comprehensive air service strategy as well as the marketing programs designed to attract new entrants, domestic and international carriers to DFW. In addition, Air Service Development encourages existing DFW carriers to both enter into new markets as well as to increase service in markets which are already served. Increases in air service either through new entrant

57 DFW International Airport

FY 2014 Adopted Budget Departments carriers, or via existing carriers provide substantial economic benefit for the Dallas/Fort Worth Metroplex.

Air Service Development focuses on both domestic and international passenger and cargo airlines, respectively. This section is responsible for formulating strategic plans that include targeting top target markets and airlines, monitoring airline business trends, targeting potential airline services, and presenting business case presentations for target airlines to review.

Through the business case presentations, Air Service Development promotes DFW by highlighting its numerous advantages and world-class facilities, and provides analytical demonstrations of the viability of the DFW market for new airlines and new service.

Budget Comparison and Walkforward

CFO/Airline Business & Technology (in thousands) FY13 FY14 Outlook Budget ITS $34,110 $35,979 Finance 6,175 6,580 Treasury 1,311 1,380 Air Service Development 2,296 2,302 Aviation Real Estate 1,540 1,441 Total CFO Division 45,432 47,682 Salaries & Wages Benefits Contract Services Equipment & Supplies Insurance Utilities Administrative Total CFO Division

$17,262 7,958 15,821 1,451 0 1,925 1,015 $45,432

$17,851 8,789 16,429 1,672 0 1,889 1,053 $47,682

Walkforward from FY 2013 Outlook Reference FY 2013 Outlook $45,432 Salaries and Wages 589 E, P Benefits 831 F, I Contract Services 608 G, P Equipment & Supplies 221 P Utilities (36) P Administrative 38 P Total FY 2014 Proposed Budget $47,682 58 DFW International Airport

FY 2014 Adopted Budget Departments

Public Affairs Division The Public Affairs Division is responsible for Board of Directors, community, government and media relations for DFW Airport related to local, regional, state, national and international matters. In this role, the Division is responsible for communications with the Board, DFW’s owner and host cities, media responsiveness, crisis communications and issues management, as well as leading and articulating DFW’s communications and legislative agendas. The Division is responsible for relationship-management with external audiences, including North Texas government entities, the Texas State Legislature, members of the U.S. Congress, and local and international chambers of commerce, convention & visitors bureaus, business-to-business communications and advocacy for airline route decisions. The Division also leads special events planning, dignitary visits and protocol, and DFW and aviation education community and leadership initiatives in its role as lead department for external communications.

Budget Comparison and Walkforward Public Affairs Division (in thousands) FY13 Outlook Salaries & Wages $1,335 Benefits 544 Contract Services 2,194 Equipment & Supplies 40 Insurance 0 Utilities 0 Administrative 1,401 Total Public Affairs Division $5,514 Walkforward from 2013 Outlook FY 2013 Outlook Salaries & Wages Benefits Contract Services Equipment & Supplies Administrative Total FY 2014 Proposed Budget

59 DFW International Airport

FY14 Budget $1,465 540 2,611 39 0 0 1,452 $6,107 Reference

$5,514 130 (4) 417 (1) 51 $6,107

E F, I O P P

FY 2014 Adopted Budget Departments Airport Development Airport Development has overall responsibility for the efficient, economical design and construction of facility development and major rehabilitation projects at DFW. Airport development also provides technical support services and/or personnel to other departments at DFW as needed in fulfilling DFW’s mission. With the exception of Airport Development’s Code Compliance activities, all costs are funded by the 301 fund, not the 102 fund. Costs are increasing in FY 2014 primarily due to increased anticipated permit fee revenues.

Budget Comparison and Walkforward Airport Development (in thousands) FY13 Outlook Salaries & Wages $353 Benefits 113 Contract Services 3 Equipment & Supplies 11 Utilities 0 Administrative 8 Total Airport Development $489 Walkforward from 2013 Outlook FY 2013 Outlook Salaries & Wages Benefits Contract Services Equipment & Supplies Utilities Administrative Total FY 2014 Proposed Budget

60 DFW International Airport

FY14 Budget $395 203 0 0 0 0 $598 Reference

$489 41 90 (3) (11) 0 (8) $598

E F, I P P P P

FY 2014 Adopted Budget Departments Legal The Legal Department is responsible for providing advice and counsel to the Airport Board and Staff and for overseeing the prosecution and defense of litigation involving DFW Airport. Legal Department attorneys are provided by the Dallas and Fort Worth City Attorney’s Offices in accordance with the 1968 Contract and Agreement.

Budget Comparison and Walkforward

Legal (in thousands)

Salaries & Wages Benefits Contract Services Equipment & Supplies Administrative Total Legal Walkforward from 2013 Outlook FY 2013 Outlook Salaries & Wages Benefits Contract Services Equipment & Supplies Administrative Total FY 2014 Proposed Budget

61 DFW International Airport

FY13 Outlook $218 113 2,152 10 58 $2,551

FY14 Budget $280 118 1,920 11 39 $2,367 Reference

$2,551 62 5 (232) 1 (19) $2,367

E F, I P P P

FY 2014 Adopted Budget Departments Audit Services The Department of Audit Services is an independent appraisal function that reviews and evaluates DFW activities as a service to the Board of Directors and management. The Department of Audit Services reports directly to the Board of Directors through the Finance/Audit Committee. The Department performs work contributing to the safeguarding of assets; economical and efficient use of resources; accomplishment of established objectives and goals; compliance with laws, regulations, and DFW policies; and the reliability and integrity of information used by decision-makers.

Budget Comparison and Walkforward

Audit Services (in thousands) FY13 Outlook Salaries & Wages $1,301 Benefits 590 Contract Services 348 Equipment & Supplies 26 Insurance 0 Utilities 0 Administrative 72 Total Audit Services $2,337 Walkforward from 2013 Outlook FY 2013 Outlook Salaries & Wages Benefits Contract Services Equipment & Supplies Administrative Total FY 2014 Proposed Budget

62 DFW International Airport

FY14 Budget $1,407 605 315 25 0 0 46 $2,399 Reference

$2,337 106 15 (33) (1) (26) $2,399

E F, I P P P

FY 2014 Adopted Budget Departments Executive Office The Chief Executive Officer, as the chief administrator and executive officer of the DFW Airport Board, recommends policies to the Board of Directors for the planning, constructing, maintaining, operating and regulating of DFW. The Chief Executive Officer, along with the Executive Staff (5 Executive Vice Presidents and support staff), oversees the implementation of adopted policies and is responsible for conducting monthly and special meetings with the Board of Directors. This budget also includes salaries and wages of support staff for the CEO and Executive Staff.

Budget Comparison and Walkforward

Executive Office (in thousands) FY13 Outlook Salaries & Wages $2,268 Benefits 848 Contract Services 367 Equipment & Supplies 36 Insurance 0 Utilities 0 Administrative 532 Total Executive Office $4,052 Walkforward from 2013 Outlook FY 2013 Outlook Salaries & Wages Benefits Contract Services Equipment & Supplies Administrative Total FY 2014 Proposed Budget

63 DFW International Airport

FY14 Budget $2,293 980 200 42 0 0 472 $3,988 Reference

$4,052 25 132 (167) 6 (60) $3,988

E F, I P P P

FY 2014 Adopted Budget Departments Total Airport Non-Departmental The Total Airport Non-Departmental budget reflects the change in Operating Reserve, payroll accruals, and salary and benefits savings that are recognized at a Board-wide, rather than a departmental, level. The differences in Salaries & Wages and Benefits from FY 2013 to FY 2014 are largely due to the one time salary and Benefit adjustments that were made in this section for the FY 2013 Outlook. The change in contract services is due to building demolitions and other one time projects.

Budget Comparison and Walkforward

DFW Non-Departmental (in thousands) FY13 Outlook Salaries & Wages ($163) Benefits 502 Contract Services 5,050 Operating Reserve 3,197 Total Non-Departmental $8,587 Walkforward from 2013 Outlook FY 2013 Outlook Salaries & Wages Benefits Contract Services Operating Reserve Total FY 2014 Proposed Budget

64 DFW International Airport

FY14 Budget $1,800 (200) 0 2,281 $3,881 Reference

8,587 1,963 (702) (5,050) (916) $3,881

P F, I A, P S

FY 2014 Adopted Budget Departments Position Walkforward FY13 FY 14 Division/Department/Section Budget Transfers Changes Budget Executive Office 10 10 Public & Gov't Affairs 19 19 Legal 5 5 Audit Services 15 15 Airport Development 98 98 Administration & Diversity Human Resources 28 7 1 36 Internal Communications & Diversity 7 (7) 0 Procurement & Materials Mgmt 40 40 19 19 Risk Management Business Development & Diversity 10 10 Total Admin & Diversity 104 0 1 105 CFO, Airline Business and Technology Aviation Real Estate 8 8 Finance 50 4 54 8 8 Treasury Management Air Service Development 9 9 Information Technology Services 142 2 144 Total Finance & ITS 217 4 2 223 Revenue Management Customer Service 47 47 Marketing Services 19 19 16 16 Commercial Development Parking Operations 314 (6) (10) 298 Concessions 21 2 23 Total Revenue Management 417 (4) (10) 403 Operations Airport Operations 116 2 118 Asset Management 181 181 Department of Public Safety 562 562 128 128 Energy & Transportation Mgmt Environmental Affairs 28 28 Planning 14 14 Total Operations 1,029 0 2 1,031 Total DFW 1,914 0 (5) 1,909

65 DFW International Airport

FY 2014 Adopted Budget Capital Budget Capital Budget DFW has 2 capital accounts in its Construction and Improvement Fund: the DFW Capital Account and the Joint Capital Account. The DFW Capital Account is DFW’s discretionary account. It may be used for any legal purpose and does not require airline approval. DFW uses this fund for renewals and replacements and other discretionary projects. Funding for the DFW Capital Account is transferred from the net revenues from the DFW Cost Center, interest income, grants, and bond proceeds for commercial development projects.

The Joint Capital Account requires airline approval for money to be spent. DFW has received airline approval for $2.02 billion of bond funding for the Terminal Renewal and Improvement Program (TRIP), $121 million for terminal gate expansion and conversion projects, and $220 million for other “pre-approved” projects related to Airfield, Roadway/Rail, Utilities, Parking, and various other projects. DFW also received airline approval for $294.7 million of additional new projects, including $176.7 million for a new parking garage at Terminal A, $40 million for replacement of terminal windows, $32 million reimbursement for TRIP programming costs, $36 million of capital reimbursables for Natural Gas and ADE Overhead through the end of the current Use Agreement, and various other projects, for a total of $2.66 billion of approved projects (see table for details on following page – “MII Approvals Since New Use Agreement”).

Funding for this account comes from bond proceeds, natural gas royalties, sale of land proceeds, grants, and interest income. The Use Agreement provides for a Joint Capital Account Transfer of $16 million in FY 2014 to the Terminal Cost Center to subsidize terminal rentals.

This transfer will be reduced by $4 million each year until it is totally phased out in FY 2018.

Projected Capital – Uses of Cash by Capital Account DFW projects to spend approximately $842.3 million on capital expenditures in FY 2014 as summarized in the following chart.

FY 2014 Projected Capital Expenditures ($842.3M) Joint Capital Account Transfer to 102 Fund $16.0

DFW Capital Account $234.7 Joint Capital Account - TRIP $351.5

Joint Capital Account - NonTRIP $240.0 *$110.4M is debt financed for Commercial Development and other projects.

66 DFW International Airport

FY 2014 Adopted Budget Capital Budget The following table summarizes total projected capital expenditures for projects to be in progress during FY 2014.

Capital Budget (Millions) DFW Capital Account Joint Capital Acccount TRIP Non-TRIP Transfers to 102 Total Capital

Actual Forecast FY 2012 FY 2013 72.1 100.4

Active Projects in FY 2014 Prior Projected Future Total Years FY 2014 Years Budget 87.7 234.7 534.8 857.2

236.9 71.0 24.0

312.3 170.0 20.0

686.9 165.1 44.0

$404.0

$602.8

$983.7

351.5 240.0 16.0

982.8 210.5 24.0

2,021.3 615.6 112.0

$842.3 $1,752.1 $3,606.1

The following table summarizes the airline MII approvals that DFW Airport has received thus far, including those projects in the new Use Agreement.

MII Approvals Since New Use Agreement Item# Project Name MII funding approvals for Capital Projects: 1 TRIP (base scope) 2 TRIP (cost/scope increase to base ‐ Term B BHS) TRIP Programming Cost Reimbursement 3 4 TRIP: Terminal A, B, C, & E Window Replacement 5 TRIP: Funding of Design costs for add'l Add/Alt projects 6 TRIP: Natural Gas Lines (Term B, C, & E only) 7 $220M Pre‐Approved Capital Projects N. Express Covered Parking Expansion (1,000 spaces) 8 9 Term D North Extension (B/D Connector ‐ 3 Int'l gates) 10 Terminal B North Stinger (10 add'l gates) 11 Term D South Extension (4 add'l gates) 12 Aircraft Operation Area (AOA) Snow/Ice Removal Equipment 13 Skylink Bond Issuance 14 Terminal A Parking Garage Reconstruction (All sections) 15 1W Parking Expansion for Employee Parking 16 Aircraft Design Group VI Gating Solutions (Design Only) 17 FY11 ADE Overhead (JCA non‐bond funded) 18 FY11 Natural Gas Reimbusables (JCA non‐bond funded) 19 FY12 ADE Overhead (JCA non‐bond funded) 20 FY12 Natural Gas Reimbusables (JCA non‐bond funded) 21 FY13 ‐ FY20 Natural Gas Reimbursables (JCA non‐bond funded) 22 Terminal Electric Vault Replacement 23 Snow & Ice Facility Modifications 24 N.Express Public Covered Parking Expansion (phase 2) 25 TRIP Annual Transition Costs (NTE $2M/yr through 2017) 26 Terminal A Concession Loading Dock 27 Terminal D Hardstand Equip for International Ops 28 Central Terminal Area Strategy Study (Phase 1 & 2) 29 FY13 ‐ FY20 ADE Overhead (annual NTE through FY20) 30 DPS Station #1 Rehab/Expansion (partial design only) 31 Reimb TRIP Contingency for Term A & B

$'s in Millions

MII APPROVALS ‐ CAPITAL PROJECTS

$2,657.7

Other MII funding approvals unrelated to Capital Projects: 26 RAC/Facility Improvement Corp (FIC) Bond Refunding MII APPROVALS ‐ OTHER

$112.0 $112.0

TOTAL MII APPROVALS ‐ CAPITAL PROJECTS + OTHER

$2,769.7

67 DFW International Airport

$1,922.0 17.5 32.0 40.0 2.0 4.0 220.0 14.0 21.0 40.0 60.0 9.5 1.0 176.7 0.0 0.5 2.7 1.7 2.7 1.5 11.2 9.2 0.857 5.5 14.0 4.0 1.9 2.0 28.0 1.0 11.2

FY 2014 Adopted Budget Capital Budget The following table shows cash flow projections, gross of grant reimbursements, for the DFW capital projects. New projects are highlighted in blue and are subject to change.

DFW CAPITAL ACCOUNT (In Millions) Project Name Terminal E Parking Garage (section C- Phase 2) Southgate: DFW Consolidated HQ Terminal E Garage Roadway/Curbside Improvements Rehabilitate Airfield Pavements FY13 Southgate: Infrastructure Air Service Incentive Plan (ASIP) & Marketing Rebates Coppell Industrial (Phase I) Founders Plaza (Phase I) Rehabilitate Airfield Pavements FY12 Rehabilitate Airfield Pavements FY14 Other Discretionary (Annual) Terminal D Parking Guidance System Terminal D Annual Capital Renewal Rehabilitate Airfield Lighting Systems FY13 Mid-Cities Bridge Replace Express Vans Rehabilitate Airfield Lighting Systems FY12 Structural Fire Truck Replacement Replace Employee Buses Reclaimed Water System Phase I Renewal/Replacement Skylink Systems, Facilities, & Guideways Rehabilitate Airfield Lighting Systems FY14 Rehabilitate Airfield Pavements FY11 FY13 General Vehicle Replacement Replace Heavy Equipment IT Terminal Sys: Term D BHS Replace Headend FY07 AA Term Imprvmnt Prgm - Term Restroom Rehab A, B & C Landside Roadway Slope Stability and Erosion Repair Rehabilitate Industrial Wastewater (IW) System Repair Roadway Sign Posts Terminal D Life Safety (PA/VE) Automated Passport Control System (Phase 1) Rehab Central Terminal Area (CTA) Storm Sewers @ 1W IT Business Solutions: Business Intelligence TSA Checked Bag Resolution Areas - (Term A, B, C, D) IT Business Solutions: Replace Computer-Aided Dispatch (CAD) FY08 Restore Pre-Conditioned Air (PCA) Terminal E Rehabilitate the Pre-Treatment Plant (PTP) Clarifiers IT Terminal Sys: EVIDS Replacements IT Terminal Sys: CUSS/CUTE refresh Replace Potable Water Revenue Meters Projects <1M TOTAL DFW CAPITAL ACCOUNT

68 DFW International Airport

Prior Years .1 4.6 .0 2.3 1.3 8.2 .1 .2 4.7 .0 3.2 .0 .0 3.6 .5 1.3 4.8 3.4 2.5 2.0 .0 1.9 7.1 .6 .0 .0 10.9 .5 .0 .1 .5 .4 .0 .0 .5 .0 .6 .0 .1 .0 .4

FY14 36.7 32.8 12.0 9.6 9.5 9.8 7.9 7.8 6.8 5.7 5.0 4.0 3.9 3.8 3.1 3.0 2.7 2.2 2.2 2.1 2.1 2.0 1.9 1.7 1.6 1.5 1.3 1.3 1.3 1.2 1.2 1.2 1.2 1.1 1.1 1.0 1.0 1.0 1.0 1.0 1.0

Future Years 16.3 12.2 5.1 2.4 3.5 31.7 1.4 .0 5.1 16.2 130.0 .5 59.3 .0 .1 18.4 .0 8.6 27.9 .0 20.5 .0 .0 .0 8.9 5.4 .9 .7 .3 .0 1.2 .0 .2 .9 .5 3.3 .0 .0 10.6 .6 .6

5.3 $87.7

12.9 $234.7

25.7 $534.8

FY 2014 Adopted Budget Capital Budget The following projects will be funded from the Joint Capital Account during FY 2014. Spend amounts are gross of grant reimbursements.

JOINT CAPITAL ACCOUNT (In Millions)

Prior Years

FY14

Future Years

$686.9

$351.5

$982.8

$686.9

$351.5

$982.8

Non-TRIP: Employee Parking Garage (Term B Infield) Term A Garage Reconstruction (section B) Term A Garage Reconstruction (section C) Term B North Stinger T/W "Lima" Reconstruct Airfield Taxiway W Airfield Dr & Mid-Cities Rd Term D North Ext (B-D Connector) Elevated Water Tower (2.5 MG) DART Rail Station @ Term A Parking Control System (PCS) Rehabilitate Landside Roads & Bridges Ph 2 Rehab & Reconfigure Water Pump Stations ITS Radio System Expansion GSE: FY14 - FY17 Hardstand Equip: Cobus DPS Station #1 Reconstruction/Expansion Rehab Energy Plaza - Utility Vault Employee Parking Garage: Other Related Improvements TRIP Transition: Business Continuity Program North/South Toll Plaza & Parking Admin Bldg Rehab Spent Aircraft Deicing Fluid System Yr 1 Replace E. Airfield Dr Sanitary Sewer Lift Station Rehab ESP Thermal System (Install 2 300 Ton Chillers) Rehab AOA Storm Sewers ADE Overhead Aircraft Design Group VI T/W "Y" Bridges Rehab Open Storm Channels FY14/15 Oil and Gas Lease Reimbursables

.0 15.6 .0 20.4 .9 3.3 13.1 1.1 29.5 18.5 .0 .0 .3 .0 .7 .0 .0 2.0 30.9 .1 .5 .0 .0 .3 .2 .0 1.1

50.2 48.6 24.4 19.6 14.5 11.8 7.9 7.0 6.1 6.0 4.5 4.2 3.7 2.7 2.4 2.4 2.4 2.0 1.9 1.8 1.6 1.6 1.5 1.5 1.3 1.1 1.1

$32.1 $1.7 $41.4 $0.0 $35.7 $2.9 $0.0 $4.1 $0.0 $0.0 $1.3 $4.0 $6.3 $1.1 $17.9 $2.5 $1.9 $4.7 $0.0 $0.1 $0.0 $1.4 $1.5 $14.4 $12.9 $1.0 $10.3

Projects <1M

26.7

6.4

11.3

Project Name Terminal Renewal and Improvement Program (TRIP) TOTAL JOINT CAPITAL ACCOUNT (TRIP)

TOTAL JOINT CAPITAL ACCOUNT (NON-TRIP) TOTAL JOINT CAPITAL ACCOUNT

$165.1 $852.0

$240.0 $210.5 $591.6 $1,193.2

TOTAL JOINT + DFW CAPITAL ACCOUNT

$939.7

$826.3 $1,728.1

69 DFW International Airport

FY 2014 Adopted Budget Capital Budget Capital Project Approval Process In FY 2010, DFW management developed a 10-year capital plan as the basis for negotiating the Use Agreement. The FY 2014 projects from the list on the prior page were derived from that plan. Most of the new projects are officially in a “planning status.” When the project manager is ready to initiate the project, a detailed capital worksheet is prepared including alternatives, and presented to the Capital Committee for review and approval. Executive Management approval is required for projects over prescribed limits. Projects on this list may be modified or eliminated if planning assumptions on costs and benefits do not materialize upon more detailed analysis. It is possible that new projects may arise during the fiscal year due to the dynamic nature of an airport. This “just-in-time” capital planning process provides flexibility to manage the process most effectively. From a process standpoint, the Board of Directors does not approve an overall capital budget. Instead, the Board reviews projects to be funded with bond proceeds before the bonds are sold and reviews individual capital projects as contracts for those projects are brought to the Board for approval.

Major Capital Project Descriptions There are several major capital initiatives included in the FY 2014 Capital Budget including: 

Terminal Renewal and Improvement Program (TRIP) – As DFW’s domestic terminals approach end of useful life, a major rehabilitation/ redevelopment program is underway for Terminals A, B, C and E. The current budget is $2.02 billion (inflated dollars). The first terminal section, Terminal A – Section A, was completed in March 2013 with the second phase scheduled for completion near the end of FY 2014.

Construction is currently underway for Terminal B – Section C, and Terminal E – Section C, both of which are also anticipated to be completed during FY 2014. Total program completion is scheduled for 2018. Approximately $351.5 million is anticipated to be spent during FY 2014.



Parking Expansion – Parking capacity at Terminal A will be expanded by approximately 52% through the reconstruction of a new more efficient parking facility with approximately 7,700 spaces to replace the prior parking structure and implement roadway improvements. This garage is being constructed in 3 phases, lasting approximately 1 year per phase. Section A/phase 1 of this new parking garage, along with the associated roadway improvements opened in March 2013. Section B/phase 2 is scheduled for completion in FY 2014. Also, a reconstruction of Terminal E – section B and C is planned which will increase parking capacity by 51%, as well as improve the associated roadways to alleviate traffic congestion in front of Terminal E. Approximately $121.6 million is anticipated to be spent during FY 2014 on these new parking projects.



Employee Parking Garages – DFW is planning a consolidation of various employee surface parking lots, which currently requires a busing operation to/from DFW Airport’s 5 terminals, into 2 employee parking garages to be located at the infield of Terminal B and E. The infield locations are within walking distance to the terminals and Terminal Link/Skylink transportation for those employees working in terminals other than B and E. Approximately $52.6 million is anticipated to be spent during FY 2014 on this project.

70 DFW International Airport

FY 2014 Adopted Budget Capital Budget 

Terminal Gate Expansion and Conversion – Additional gate capacity is planned in Terminals D and B to meet increased demand. Projects include the conversion of 3 domestic gates between Terminals D and B to accommodate international flights, construction of a new 10-gate terminal extension on the north side of Terminal B, and future potential gate expansion south of Terminal D. These projects were pre-approved in the Use Agreement. The Terminal B North Expansion and B/D Connector are both under construction with the B/D Connector scheduled to go into service during FY 2014.

Forecasted demand will require additional gate capacity expansion, primarily for international arrivals, which is currently being analyzed as part of a holistic Central Terminal Area study to identify the timing and location of future gate expansion. Current and near-term forecasted international flights are also requiring interim hardstand operations until additional contact gates can be constructed. Additionally, DFW Airport is anticipating the need to accommodate new large aircraft (A-380/747-800) from foreign flag carriers at Terminal D and cargo carriers in west cargo. Design at gate D16 for an A-380 jetbridge and associated terminal modifications have been completed in anticipation of this demand. Approximately $27.5 million is anticipated to be spent during FY 2014.



Taxiway “L” Reconstruction – As part of DFW’s ongoing airfield pavements rehabilitation program, a $51 million project ($20.4 million net of AIP grants) is planned to reconstruct a major east side taxiway which has reached the end of useful life. Design has already been completed using 75% AIP grant funding. Construction, contingent on award of an FY 2013 AIP Discretionary grant, is scheduled to begin during FY 2014. Approximately $14.5 million ($5.8 million net of grants) is anticipated to be spent during FY 2014.



DART Rail Station – DFW Airport’s rail station is being constructed adjacent to Terminal A to accommodate DART’s rail line coming into the north end of DFW Airport. DART’s Beltline rail station on DFW Airport has already been put into service and is providing interim shuttle van service to Terminal A until December 2014 when DART’s rail line will tie into DFW’s rail station. This project is timed to be finished in advance of DART’s plan to complete the rail construction to DFW Airport in 2014. Approximately $6.1 million is anticipated to be spent during FY 2014.



Roadway Improvements – Landside roadway improvements are being made to West Airfield Drive and Mid-Cites Boulevard to widen from 2 lanes to 4 lanes to accommodate increased traffic, particularly for current West Cargo tenants. Part of the Mid-Cities roadway project includes construction of a bridge over Bear Creek to eliminate roadway closures during flood events. Additionally, various landside roadway improvements are planned at numerous locations throughout the Airport to rehabilitate roadway sections which are reaching the end of useful life. Approximately $16.3 million is anticipated to be spent during FY 2014.



Commercial Development and Other – Several locations are planned for Commercial Development, including Founders’ Plaza off SH114/SH121 to include 2 car dealerships, Coppell Industrial off I-635, and Southgate at the southern portion of DFW Airport adjacent to the RAC. The Southgate development includes construction of a DFW Airport consolidated Corporate Headquarters, including a parking garage, as well as a Hyatt Place Hotel, Post Office, and 3 restaurants. Approximately $58.6 million is anticipated to be spent during FY 2014.

71 DFW International Airport

FY 2014 Adopted Budget Capital Budget Capital Projects - Sources of Cash DFWâ&#x20AC;&#x2122;s capital programs are funded from a variety of sources as shown in the following chart.

FY 2014 Capital Sources of Cash $842.3 Million Debt $686.8 Natural Gas Royalties $5.8 Interest Income $3.9 Cash Flow Adjustment $60.0

Grants $31.9

Carryover Cash Balances $53.9

The following table highlights the walkforward of DFWâ&#x20AC;&#x2122;s capital funds.

Airport Capital Funds Walkforward (In Millions) Joint Capital $1,626.4

DFW Capital $106.4

Total $1,732.8

$10.0 576.4 5.8 3.6 $595.7

22.0 110.4 .3 $132.7

31.9 686.8 5.8 3.9 $728.4

($591.6) $60.0 (16.0) (547.6)

(234.7) (234.7)

(826.3) 60.0 (16.0) (782.3)

Total Ending Cash Balance Add: Cash From DFW Cost Center *

$1,674.5 .0

$4.4 71.2

$1,678.9 71.2

Ending Cash (9/30/14)

$1,674.5

$75.5

$1,750.1

Capital Walkforward Beginning Cash (10/1/13) Sources of Funds: Grants Debt Natural Gas Royalties Interest Income Total Sources Less: Capital Uses Cash Flow Adjustment Joint Capital Account Transfer to 102 Total Uses

* FY13 O&M DFW Cost Center Outlook to be received in DFW Capital Acct in first Quarter FY14

72 DFW International Airport

AGENDA ITEM # 25 KEY FOCUS AREA:

Culture, Arts and Recreation

AGENDA DATE:

September 11, 2013

COUNCIL DISTRICT(S):

6

DEPARTMENT:

Park & Recreation

CMO:

Willis Winters, 670-4071

MAPSCO:

44-K ________________________________________________________________

SUBJECT Authorize a construction contract for interior renovation (finish-out) and exterior waterproofing and facade improvements to the Anita Martinez Recreation Center located at 3212 North Winnetka Avenue â&#x20AC;&#x201C; J. C. Commercial Inc., best value proposer of five - Not to exceed $1,064,734 - Financing: 2003 Bond Funds ($106,549), 2006 Bond Funds ($904,969) and Recreation Center Program Funds ($53,216) BACKGROUND This action will award a construction contract for interior renovation (finish-out) and exterior waterproofing and facade improvements to the Anita Martinez Recreation Center located at 3212 North Winnetka Avenue to J. C. Commercial, Inc., best value proposer of five, in an amount not to exceed $1,064,734.

On June 20, 2013, five competitive sealed proposals were received for renovations to the Anita Martinez Recreation Center located at 3212 North Winnetka Avenue. J. C. Commercial, Inc. was selected as the best value proposer for the Base Price and Alternate Nos. 2, 4, 5, 6, 9, 10, 11, 12 and 13, in the amount of $1,064,734. Proposals based on RFCSP are evaluated on pre-set criteria which include 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 item.

BACKGROUND (Continued) The following is a list of the rating criteria and values for each criterion: Rating Criteria 1.

2.

3.

4.

5.

6.

Value

Proposed Construction Contract Award Qualifications/Experience/References for Prime Firm Subcontractor Experience Business Inclusion and Development Plan Financial Sufficiency Schedule/Time of Completion

45% 20% 5% 15% 10% 5% 100%

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

February 2012 May 2012 October 2013 May 2014

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) The Park and Recreation Board authorized the advertisement for a Request for Competitive Sealed Proposals on March 7, 2013.

The Park and Recreation Board authorized award of the contract on August 15, 2013.

FISCAL INFORMATION 2003 Bond Funds - $106,548.90 2006 Bond Funds - $904,969.10 Recreation Center Program Funds - $53,216.00 M/WBE INFORMATION See attached.

ETHNIC COMPOSITION J. C. Commercial, Inc. White Male Black Male Hispanic Male Other Male

11 0 0 0

White Female Black Female Hispanic Female Other Female

4 0 0 0

Agenda Date 09/11/2013 - page 2

PROPOSAL INFORMATION The following five proposals were received and opened on June 20, 2013: *Denotes successful proposer

Proposers

Base Bid

Selected Alternates**

* J. C. Commercial, Inc. 1865 McGee Lane, Suite O Lewisville, TX Phillips May Corporation Denco Construction Specialists ***JQM Management & Consulting, Inc. ***MDI, Inc.

$977,777

$133,337

$1,111,114 3668.4

$849,333 $881,777

$292,500 $126,720

$1,141,833 3275.0 $1,008,497 3100.0

Total Bid

Scores

***Non-responsive ***Non-responsive

**Alternate No. 2 - provides for new VCT flooring in selected areas **Alternate No. 4 - provides for interior painting in selected areas **Alternate No. 5 - provides for remodeled restrooms **Alternate No. 6 - provides for fitness equipment **Alternate No. 9 - provides for a washer and dryer **Alternate No. 10 - provides for task chairs **Alternate No. 11 - provides for tables and chairs **Alternate No. 12 - provides for a security system **Alternate No. 13 - provides for a fire alarm system ***JQM Management & Consulting was considered non-responsive due to not providing a bid bond and surety supplement information. ***MDI, Inc. was considered non-responsive due to not providing prices for all alternates.

Note: After value engineering, the best and final offer from J. C. Commercial, Inc. for Base Bid and Alternate Nos. 2, 4, 5, 6, 9, 10, 11, 12 and 13 was for $1,064,734.

OWNERS J. C. Commercial, Inc. Larry Wagnor, President/Treasurer Michelle Wagnor, Vice President/Secretary

Agenda Date 09/11/2013 - page 3

MAP Attached

Agenda Date 09/11/2013 - page 4

BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize a construction contract for interior renovation (finish-out) and exterior waterproofing and facade improvements to the Anita Martinez Recreation Center located at 3212 North Winnetka Avenue â&#x20AC;&#x201C; J. C. Commercial Inc., best value proposer of five - Not to exceed $1,064,734 - Financing: 2003 Bond Funds ($106,549), 2006 Bond Funds ($904,969) and Recreation Center Program Funds ($53,216) J. C. Commercial Inc., a non-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 Total local contracts Total non-local contracts TOTAL CONTRACT

Percent

$114,600.00 $950,134.00

10.76% 89.24%

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

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

$1,064,734.00

100.00%

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

Certification

JP Painting Don Drive Interiors, Inc. ReCreations by bkm

HMDB56573Y0214 WFWB55304N1013 WFWB55269Y1013

Total Minority - Local

Amount

Percent

$63,000.00 $32,600.00 $19,000.00

54.97% 28.45% 16.58%

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

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

$114,600.00

100.00%

Amount

Percent

$145,000.00 $54,111.00 $14,100.00

15.26% 5.70% 1.48%

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

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

$213,211.00

22.44%

Non-Local Contractors / Sub-Contractors Non-local

Certification

Blue Star Electric, LLC RMF Contractors, Inc Texas Specialties & Installation, Inc.

WFWB54369Y0713 WFWB57641Y0614 WFWB57093Y0414

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 $63,000.00 $0.00 $0.00 $51,600.00

0.00% 54.97% 0.00% 0.00% 45.03%

$0.00 $63,000.00 $0.00 $0.00 $264,811.00

0.00% 5.92% 0.00% 0.00% 24.87%

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

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

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

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

Total

$114,600.00

100.00%

$327,811.00

30.79%

Mapsco # 44-K

3212 North Winnetka

Council District 6

Anita Martinez Recreation Center

COUNCIL CHAMBER

September 11, 2013 WHEREAS, on June 20, 2013, five competitive sealed proposals were received for a construction contract for interior renovation (finish-out) and exterior waterproofing and facade improvements to the Anita Martinez Recreation Center located at 3212 North Winnetka Avenue; and

Proposers

Base Bid

Selected Alternates**

Total Bid

Scores

J. C. Commercial, Inc. Phillips May Corporation Denco Construction Specialists ***JQM Management & Consulting, Inc. ***MDI, Inc.

$977,777 $849,333 $881,777

$133,337 $292,500 $126,720

$1,111,114 $1,141,833 $1,008,497

3668.4 3275.0 3100.0

***Non-responsive ***Non-responsive

**Alternate No. 2 - provides for new VCT flooring in selected areas **Alternate No. 4 - provides for interior painting in selected areas **Alternate No. 5 - provides for remodeled restrooms **Alternate No. 6 - provides for fitness equipment **Alternate No. 9 - provides for a washer and dryer **Alternate No. 10 - provides for task chairs **Alternate No. 11 - provides for tables and chairs **Alternate No. 12 - provides for a security system **Alternate No. 13 - provides for a fire alarm system ***JQM Management & Consulting was considered non-responsive due to not providing a bid bond and surety supplement information. ***MDI, Inc. was considered non-responsive due to not providing prices for all alternates.

Note: After value engineering, the best and final offer from J. C. Commercial, Inc. for Base Bid and Alternate Nos. 2, 4, 5, 6, 9, 10, 11, 12 and 13 was for $1,064,734.

WHEREAS, it has been determined that acceptance of the best and final offer from J. C. Commercial, Inc., in an amount not to exceed $1,064,734, is the best value for the City of Dallas.

COUNCIL CHAMBER

September 11, 2013 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 J. C. Commercial, Inc. for a construction contract for interior renovation (finish-out) and exterior waterproofing and facade improvements to the Anita Martinez Recreation Center located at 3212 North Winnetka Avenue, in an amount not to exceed $1,064,734.

SECTION 2. That the President of the Park and Recreation Board and the City Manager are hereby authorized to execute a contract with J. C. Commercial, Inc., after approval as to form by the City Attorney's Office.

SECTION 3. That the City Controller is hereby authorized to pay the amount of $1,064,734 to J. C. Commercial, Inc., as follows: (2003) Neighborhood Park and Recreation Facilities Fund Fund 6R05, Department PKR, Unit T002, Object 4310 Activity MMCF, Program PK06T001, CT-PKR13019397 Commodity 91200, Vendor VS0000012563

$106,548.90

(2006) Park and Recreation Facilities Improvement Fund Fund 7T00, Department PKR, Unit T002, Object 4310 Activity MMCF, Program PK06T001, CT-PKR13019397 Commodity 91200, Vendor VS0000012563

$101,182.00

(2006) Park and Recreation Facilities Improvement Fund Fund 8T00, Department PKR, Unit T002, Object 4310 Activity MMCF, Program PK06T001, CT-PKR13019397 Commodity 91200, Vendor VS0000012563

$381,891.26

(2006) Park and Recreation Facilities Improvement Fund Fund 9T00, Department PKR, Unit T002, Object 4310 Activity MMCF, Program PK06T001, CT-PKR13019397 Commodity 91200, Vendor VS0000012563

$308,476.44

(2006) Park and Recreation Facilities Improvement Fund Fund BT00, Department PKR, Unit T002, Object 4310 Activity MMCF, Program PK06T001, CT-PKR13019397 Commodity 91200, Vendor VS0000012563

$113,419.40

COUNCIL CHAMBER

September 11, 2013 SECTION 3. (Continued) Recreation Center Program Fund Fund 0395, Department PKR, Unit 5012, Object 4710, Activity PK09, Program PK06T001, CT-PKR13019397, Commodity 91200, Vendor VS0000012563 Total amount not to exceed

$53,216.00 $1,064,734.00

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.