February 10, 2010 WHEREAS, the City Recognizes the Importance Of

COUNCIL CHAMBER 100459 February 10, 2010

WHEREAS, the City recognizes the importance of its role in local economic development initiatives and programs; and

WHEREAS, the City has established Tax Increment Financing Reinvestment Zone Number Five, (City Center TIE District or District) and established a Board of Directors for the District to promote development or redevelopment in the City Center area pursuant to Ordinance No. 22802, as amended, authorized by the City Council on June 26, 1996, as authorized by the Tax Increment Financing Act, Chapter 311 of the Texas Tax Code, as amended; and

WHEREAS, on February 12, 1997, the City Council authorized the Project Plan and Reinvestment Zone Financing Plan for the City Center TIE District by Ordinance No. 23034, as amended; and

WHEREAS, the Tax Increment Financing Act specifies that the governing body of a city shall submit an annual report on the financial status of the district to the chief executive officer of each taxing unit that levies taxes on real property in a reinvestment zone, and a copy of the report shall be forwarded to the Attorney General and the State Comptroller; and

WHEREAS, on January 14, 2010, the City Center TIF District Board of Directors passed a motion accepting the FY 2009 Annual Report for Tax Increment Financing Reinvestment Zone Number Five and recommending approval of same by the City Council.

NOW, THEREFORE,

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS:

Section 1. That the FY 2008 Annual Report for Tax Increment Financing Reinvestment Zone Number Five, City of Dallas, Texas, as of September 30, 2009, a copy of which is attached hereto (Exhibit A), and is hereby accepted.

Section 2. That the City Manager is hereby authorized to submit the FY 2009 Annual Report for Tax Increment Financing Reinvestment Zone Number Five, to the chief executive officer of each taxing jurisdiction that levies taxes on real property in the District; and to the Attorney General of Texas, and the State Comptroller, as required by state law. COUNCIL CHAMBER 100459 February 10, 2010

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.

Distribution: Office of Economic Development — Tenna Kirk, 5CS Office of Economic Development — Sajid Safdar, 2CN City Attorney’s Office — Barbara Martinez City Attorney’s Office — Sarah Hasib

APPROVEDBY CITYCOUNCIL

Cit Secretary 100459

ExhibitA

City Center TIF District FY 2009 Annual Report

B City of Dallas

Office of Economic Development 1500 ManIla Street, 2CN Dallas, Texas 75201 (214) 670-9821

October 1, 2008 to September 30, 2009 Reinvestment Zone Number Five City Center Tax Increment Financing District ______

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9 I-.-’.’ CD

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cc Appendix Year-End Value FY MIWBE Budget Objectives, District Mission City ExhibitA 2009 Center and Accomplishments and Participation Statement Work A TIF Summary Increment Programs, - Spending District District Program of Financials Revenue Status and Meetings Success Summary Tab’e Indicators of 3 Contents

FY 100459 2009 Annual Report 20 22 21 19 15 10 10 4 4

bold

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of in J Lrfl ‘ Exhibit A City Center TIF District FY 2009 Annual Report

City Center TIF District Projects Projects Wlthh TIF District Ut1ll*kg TWFunding Calendar Project Location Year Status tUnits! SF Approx. TIF 1 Complete Values 4Investment 1509 Main 156 apartment Kirby Building Street 1999 Completed units; 15000 SF $6.35 million $1.37 million retail

135 apartment 1623 Main 10,000 Wilson Building 1999 Completed units; SF Street retail $12.23 million $3.89 million

Magnolia 1401 Commerce 1999 Building Completed 330 hotel rooms $26.38 million $0.59 million Street

Stone Street 1525 Main, Gardens 1520 Elm 2002 Completed 29,000 SF retail $1.85 million $0.92 million Streets

Universities 1901 Main 20,000 SF Center at Dallas Street 2002 Completed educational $2.20 million $2.24 million space

Merriman 300 N. Field 40,000 2002 Completed SF office Architects Street space $1.70 million $50k

Main 183 apartment Davis 1309 Building Street 2003 Completed units; 15,000SF $17.69 million $1.35 million retail

Hart Furniture 1929-1933 Elm 2003 Building Street Completed 16,600 SF retail $1.23 million $1.39 million

Thompson 1520-22 Main Bldg Street 2004 Completed 19,000 SF retail $2.22 million $1.17 million

Calendar I I APWOX hF Project Location Year J SF $t’is { 2 com$etej W1ue 4lrwestment

5 ____

9 Exhibit A 10 04 City Center TIE District FY 2009 Annual Report

1506 &1512 154 apartment Dallas Power & Commerce 2005 Completed units; 28,000 SF $12.45 million $6.86 million Light Bldgs Street retail

134 apartments Interurban 1500 Jackson 2005 Completed units; 20,000 SF $12.50 million $5.0 million Building grocery store

. 64 apartment 1415 Main Gulf States 2007 Completed units; 5,000 SF $6.80 million $4.67 million Street retail

2007 227 apartment Republic Tower 35OOeEe\faY Completed $36.84 million $4.61 million

1608 Main Completed 1608 Main 2008 $1.23 million P::rin rnWon Access-way

1530 Main Joule Hotel 2008 Completed $22.14 million $8.5 million Street

1507 Pacific, . 440 apartment Mosaic (Fidelity 1511 Bryan & 2007 Completed units; 23,000SF $40.50 million $9.0 million 318 North Akard Union) retail Streets

1200 Main Metropolitan 2007 Completed ‘ $57.72 million $4.75 million

1,766 residential units; 444 hotel rooms; 20,000 SF $262.02 $57.91 Subtotal CUuaLIOfld,... , . rn,ti,u.i:1 i..ti.kfl...: 44,000 SF office; 213,600 SF retail

6 A’

Exhibit A 1u0459 City Center TIE District EY 2009 Annual Report

1 Cityçenter TIF District Projects Within TIP 1 Proiets Olsfrlct Not Utilizina TIPPundfria Galendar Prøject Location Year $tatus UnltsI SF Approx TIP Complete Value Investment

Majestic Lofts 129 apartment (Titche- 1900 Elm Street 1997 Completed units; 15000 SF $1050 million $0 Goettinger) retail

Adams Mark 400 North Olive 1,844 hotel 1998 Completed Hotel Street rooms $74.22 million $0

Santa Fe II 1122 Jackson 1999 Completed 205 condo (SoCo Lofts) Street units $35.86 million $0

2020 Live Oak 130000 SF 2020 Live Oak 2000 Completed million Street office $13.58 $0

Jackson Street 1300 Jackson 8 condo units; 2002 Completed $2.20 million Lofts Street 5,000 SF retail $0

1505 Elm 1505 Elm 2004 Completed 65 condo units $19.10 million $0

Dallas Rooftop Gardens 1217 Main St 2006 Completed 28,000 SF retail $3.45 million $0

Davis Lot Garage 84 apartment Chapter 380 (additional 1407 Main 2007 Completed units; 20,000 SF $23.30 million funds information on Street retail space following_page)

U.S. Post Office 202,525 SF 404 N. Ervay 2011 Building Approved office; 5,000 SF $3.30 million $0 retail

492 residential units; 1,844 Subtotal hotel rooms; $185.54 332,525 SF million $0 office; 73,000 SF_retail

recruitment.

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Report retail development

(unless for once million $57.91 has for not pre ---

q4 Exhibit A 1. J iJ 1: i City Center TIE District FY 2009 Annual Report

Activity Scope I II Investment Status 3-year lease expired in Metropolitan Garage Up to 600 public parking spaces $450000 January 2005 Retail Study Determine needs for District $150,000 Complete

Parking Study Determine needs for District $380,154 Complete 5 North/South Streets from Construction complete N/S Streetscape $5,403,602 Young to Ross Avenue Close out in process Determine priority sites for Park Master Plan District $182,500 Complete Assist Housing Dept. with Affordable Housing Affordable Housing Cost $1,620,566 $1,620,566 out of $5 million Participation_Program funded Use of 444 parking spaces for 7-year in Dalpark Garage $1,695,000 lease place public use ($1,044,450 spent) Dallas County Improvements to public space Complete Courthouse Plaza (lighting, trees, seating, etc.) $2,625,000

Phase I Design Complete Fire Corridor 1600 Block of Elm Street $149,135 ($63,000 spent)

370 public parking spaces; 95 Davis Lot” Garage parking spaces for adjacent *s8 500 000 Complete residential developments Up to 6,000 parking spaces Ongoing CityPark Garages (converted to public use from *s1 125 000 ($605,515 spent; 600 current garages) parking spaces) 32,699 square feet of Approximately 40,000 — 60,000 Retail Initiative Phase I *2,500,000 s.f. of retailers through tenant occupied retail space; start-up cost assistance $2,219,212 spent 25,942 square feet Retail Initiative Phase II Additional retail recruitment and **s700 000 retained/occupied; retention of critical retailers $548,830 spent City assistance **$550 000 matched by Retention of Urban Market for Urban Market Retention private stakeholder funds; two years City assistance second year assistance in progress UNT Law School initiatives Four buildings were Vacant Building To reduce the number of completely Staff time only renovated/ two Improvement Initiative downtown vacant buildings demolished/ six under repair Reduce visual clutter by install Uniformed Newsrack Ordinance uniformed, regulated newspaper Staff time only newspaper racks racks installed. * The Davis Lot Garage, CityPark Garages, and Retail Initiative will be paid from Chapter 380 funds through a release of $12.5 million in TIF funds. **Phase IIof the Retail Initiative and Urban Market assistance was funded through Public/Private Partnership Funds.

9 j-t0 Exhibit A 1 City Center TIF District J FY 2009 Annual Report

Value and Increment Revenue Summary

The base value of the zone is the total appraised value of all taxable real property in the District as determined by the Dallas Central Appraisal District on the certified roll for the base year, with adjustments made to accommodate boundary amendments. The adjusted base year value is $876,190,065. The City Center TIF District’s assessed tax value in 2009 was $1,361,888,486. This represents an increase of $485,698,421 (55.40%) over the assessed value of the adjusted new base year value.

The total value decreased by $124,818,948 (-8.40%) from the previous year. This increase will result in an estimated collection of approximately $3,856,460 in incremental revenue for the City Center TIF District.

Objectives, Programs, and Success Indicators

On February 12. 1997, the Dallas City Council adopted Ordinance Number 23034 which approved the City Center Tax Increment Financing District Final Project Plan and Reinvestment Zone Financing Plan, as amended. The goals of the plan are as follows:

• Make the City Center Area a safer place to live and work • Improve access to the City Center Area • improve the image of the City Center Area • Take advantage of the existing building stock • Develop a diverse mix of land uses within the City Center Area • Increase recreational opportunities in the City Center Area

10 Exhibit A City Center TIE District FY 2009 Annual Report

The following objectives and actions items set the framework for the planned public improvements within the City Center TIF District:

Improve street and pedestrian lighting within the City Center TIF District.

Construction on the five north/south streets (Field, Akard, Ervay, St. Paul and Harwood Streets to the Transit Mall) is complete and contracts have been closed out. Construction has also been completed on North/South Extension project (from the Transit Mall to Ross Avenue) however the project has not been finalized.

Improve the pedestrian environment through landscaping, lighting and design standards for surface parking lots.

As part of the streetscape improvements, fencing is being added to each of the surface parking lots within the District. Landscaping is being required through an existing ordinance.

Construction on the pedestrian improvements in the downtown core/retail district is complete for the North/South Streets between Young and Ross Avenue. This work created a retail and pedestrian friendly environment with improved lighting, sidewalks, lighting and public art (terrazzo panels) on Field, Akard, Ervay, St. Paul and Haiwood Streets focusing on the core district between Elm and Commerce Streets.

• Provide public parking to encourage redevelopment of underutilized downtown office and retail space.

October 2008 6208 November 2008 5983 December 2008 8309 In response to the findings of the Parking Strategy January2009 5526 Study, the City is leasing low cost, transient parking 5378 Eebruary 2009 spaces to assist with the retail efforts. The lease is in March 2009 5407 the Dalpark Garage. The average monthly usage of April 2009 6045 the Dalpark Garage within this fiscal year was 5,811 May 2009 5826 cars. June 2009 5240 July2009 5311 August2009 5361 September 2009 5142 L

Additionally, the Davis Lot site (1407 Main Street) completed during this fiscal year. An $8.5 million loan with a forgivable interest component has been allocated to assist in the development of 20,000 square feet of retail space, 370

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Exhibit A , City Center TIF District FY 2009 Annual Report

Reimbursement Fund - Not to exceed $4,000,000 - Financing: Dallas Area Rapid Transit Funds

• Resolution Number 08-2901 - October 22, 2008 - Authorize a eighty-four- month service contract, with three twelve-month renewal options, for the installation and maintenance of multiple-unit news racks within the expanded central business district - The Dallas Morning News, Inc., only bidder - Not to exceed $340,200 - Financing: Current Funds (subject to annual appropriations)

• Resolution Number 09-O284lOrdinace Number 27462 - January 28, 2009 - An ordinance granting a private license to Elm 1414 Properties, LTD. for the use of approximately 98 cubic feet of air space to install and maintain one canopy over a portion of Elm Street right-of-way located near its intersection with Akard Street - Revenue: $1,000 annually plus the $20 ordinance publication fee

• Resolution Number 09-0291 -January 28, 2009 - Authorize the Program Statement for the CDBG Section 108 Guarantee Loan Program providing requirements for individual loan applications for financing for economic development, large-scale physical development projects, public facilities and mixed use development, and eligible activities and project criteria for Section 108 Loan projects - Financing: No cost consideration to the City

• Resolution Number 09-0305 - January 28, 2009 - Authorize a professional services contract with Teal Engineering Services, Inc. to provide engineering services and staff assistance related to the implementation of a Transit Signal Priority System in the Downtown Transit way Mall - Not to exceed $1,158,322 - Financing: Capital Projects Reimbursement Funds (to be reimbursed by Dallas Area Rapid Transit)

• Resolution Number 09-0312 - January 28, 2009 - Authorize a five-year lease agreement with Pan Coastal Limited Partnership for the continued use of approximately 33,967 square feet of office space located at 2121 Main Street to be used to house the Capital Improvements staff of the Water Utilities Department for the period April 24, 2009 through April 23, 2014 - Not to exceed $2,335,232 - Financing: Water Utilities Current Funds (subject to annual appropriations)

• Resolution Number 09-O447lOrdinance Number 27481 - February 14, 2009 - A public hearing to receive comments regarding consideration of amendments to the Downtown Special Provision Sign District to allow video boards (LED signs) as premise and non-premise signs in an area generally bound by Woodall Rodgers Freeway to the north, Interstate 45/US 75 to the east, Interstate 30 to the south and Interstate 35 to the west, excluding those areas included in the West End SPSD, the Arts District SPSD, and the Farmers Market SPSD and an ordinance granting the amendments

City ExhibitA

•

• •

Center

district

619,

ordinance

public Resolution on

approximately ordinance

Street

ordinance

Resolution its and

TIF

Metropolitan

Resolution having

property participating

property Chapter to

the taxes

Resolution

annual

Zone

District’s

Resolution

FY consideration

and to:

Façade

Increment Project

Resolution

the

a intersection

TIF

funds State

2008

(1)

maintain

portion

(2)

- on

Number

City activity

District

hearing

direct

Revenue:

report

establish

the

Plan

Improvement

Plan

12A

within

Annual

real

Comptroller, Board

publication

granting

granting expand

granting

Financing

Financing:

the

east

Number

Dallas

and

Number

and

promote

video

property

360

and

Five,

canopy

the

Main

the

with

reinvestment

the

indirect of

side

the

Report

the

voting

$2,500

Reinvestment

square

reinvestment

Reinvestment

for

receive

the

Directors,

Dallas

boards

City

(City

chief

Street

Akard

09-1478/Ordinance

fee

09-1325/Ordinance

Reinvestment

09-l324lOrdinance

of 09-0468

09-0511

City

revocable

budget

Specific

private

09-0763

economic

the

above

Four

financial

on Environment

annually

required

the

cost

feet

Center

executive

use

City

Center

matters

the

right-of-way

comments

Street

District,

line

zones;

Way

license

consideration

and

of property -

Use

Code

portion

status

February Zone

February

zones

license

land,

development

approximately

TIF

item

interests

plus

Zone

March TIF

Place,

authorizing that

Zone

Permit

officer

state

to:

and

Revenue:

District),

Financing

the

District

Remediation/Interior-Exterior

they

zoned

regarding

directly

located

(1)

Financing

Young

construct

Tax

include

Ross

Number

between

(2)

Number 25,

$20 14,

Number

law

25,

Prestige

for

allow

represent,

the

Increment

city

prohibit

2009

Planned each

the

2009

within

ordinance

Grant

submitted

Avenue

the

installation

270

Financing:

affect

near

Plan

$1,000

Attorney

Men’s

TIF

contracts

City

Five,

and

27561

Elm

27543

City

27542

Plan -

taxing square

- Dining

Grants

the

Program

(the

its

board

TIF

their

Development

but

application maintain

right-of-way

Christian

Street

(City

Financing resolution

ordinance

Manager

annually

intersection

publication

City

(Project

by General

“Project jurisdiction

- board

prohibiting

ordinance

feet

June

acquired

involving

LLC members May

May the

Center

Financing:

Center

cost

two

and to

2009

City

for

members

Association

27,

27, p

10,

implement

sidewalk

plus

Plan)

Plan”)

land

Reinvestment

accepting

consideration

amending

non-premise

Main

for

located

fee.

District Annual

TIF

the

with

Texas,

Demolition,

Center

2009 TIF

submit

the

2009

them

2009

that

amending

the

and

existing

acquire

for 4

Street. No

District)

use

for

use

District

Akard

install levies Report

near

café from

- from

No.

$20

cost

and

Tax

TIF

the

A of

City

Exhibit

•

Center

penalty Section

requirements

Resolution

Funds

Entech

Resolution period;

San

skybridge

comments

Pedestrian

Resolution

site

Recommendation

chiller

cost

TIF

plan

Jacinto

District

subject

not

consideration Sales

for

43-126.30

and

to regarding

Overlay

Number

the

Street.

Number

conditions.

and

exceed

and

property

Municipal

license

Service,

site

located

Recommendation

Staff

09-2084

09-2291

$500

09-1668

plan

Chapter

zoned

City

SPSDO67-003

application

and

fees

Courts

for

and Inc. -

violating

CPC:

North August

for

September conditions.

June

Building

CA-1(A)

Not

split-door

Approval

for

St.

24,

26,

Paul

the

Staff

provision

exceed

Annex

Specific

Central

2009

Z089-173

2009

23,

Street

newsracks;

Dallas

for

and 2009

a located

$82,820

Ratify

CPC:

Use

five-year

Area-i

between

City

the (MAW)

public

Permit

ordinance

Approval

and

at Code

ordinance

District

emergency

2014

period,

Financing:

hearing

Federal

(2)

2009

for

provide

Main

for

‘U

r with

Annual

subject

Financing: (1)

Street

pedestrian

amending

rental

Street

40-year

Current

receive

revise

Report

for

and

SP ,

a a -

Total

Affordable

Plan

Areas

District Acquisition/Restoration

Façade

Environmental

Public

Parking

Educational/Training

Façade

Linkages/Lighting!

Streetscape/Pedestrian

City Exhibit

**Note:

*Budget

Implementation

Center

Project

Use

Projected

approved

Improvements

Easements

Public

Housing/Outside

Interest

Improvements

shown

TIF

Costs

Remediation,

Assembly/Outside

Category

District

private

required

TIE

based

Sites

TIE

MIWBE

Agreement.

Faith

City

Project

District

Revenues

they

Façade

investment

each

Effort

Streetlight

Center

Plan

for

abide

TIE

Participation

TIE shows

developer

Improvements

Policy,

and

Reporting

assisted

Upgrades TIF

the

other

the

budget Retire

TIE

the

District

agreeing

City’s

funded

City

projects.

net

TIF

not

Center

Good

incentives

present

projects.

Fund

required

However,

Faith

value.

TIE

M/WBE

Obligations

compared District

Effort As

TIF

until

2009

Budget*

privately

participation

$87,567,717

$54,451,027

$12,339,598

September Annual

$2,160,402

Policy $5,000,000

$2,625,000

$4,022,486

$2,525,154

$2,236,550

project $2,000,000

adopted

$207,500

Report

total

and

bid

-‘ a The Specific outlined City Exhibit Center City A work in TIE ------Complete Center desirability trolley focus focus key best the district District activities remaining City way of of system TIF in office! retail strategic Center to 2012. of District for spend term efforts projects EY business FY TIE implementation 2010 the extension Board 2010 Project remaining include: retention of Work for Plan Directors 21 District District to efforts and assess: Program Reinvestment will or funds procedures work to achieve for Zone EY closing 2009 Einancing Jj the Annual down objectives Report TIE Plan.

City

Exhibit

Fund

L,abitities

Assets’

With

City

Balance

Ltabilitres:

Taxes

Accounts Interest

Pooled

Less

Accrued

Adnances Accoarts

Deferred

Center

Balance

Comparative

Center

Dallas,

Sheet

and

allownace

receivable-delinquent

cash

receroable

Tax

recvlnable-Parbcg

liabIlity

tao

(DeficIt)’

Fard

payable

from

Texas

and as

Increment

revenue

Talalbabilities

Balance

TIF

Totals

far

deoelopers

cash

September

u”nollecvble

Ford

equIvalents

for

District

Total

lDeScty Financing

Total

Balance

(Ilnaudited)

September

liabilities

30,

arid

assets

accounts

2009

(DefIcit)

Ford

District

30,

Eqalty

Appendix

2008,

Fund

2007,

2006,

and

2005

District

($10,171,051)

$11

$1,055,613

$1550066

2009

1,716352

555.913

$10612

726,964

55847

($0)

$0 50

Financials

513

$13,750

($9754218)

$4,201

$4.20t

$4168

2008

5155,532

956

$10,612

$26296

.925

144

500

926

905

724

$0)

($10,124,902)

$17820524

$27

$25,913,362

5t7,820,524

$17680528

$1,742,048

2007

$275270

$126

845.426

$14,746

$22

$ 7

941 687

250

2009

$26

531

$29,965,282

($5,378,214)

$26,157,866

$25929319

$1,486,957

2006

$229,647

536

157

$63

Annua’

866

080

842

539.820,450

$18,654,605

$21,165

$20,615,624

$39,620,450

$39633465

Report

2005

$353

$197

$186

845

070

151

985

SO SO Exhibit A _::J459 City Center TIE District FY 2009 Annual Report

City Center Tax Increment Financing District Fund Statement of Revenues, Expenditures and Changes in Fund Balance (Deficit> For the Year Ended September 30, 2809 With Comparative Totals for September 30, 2000, 2007, 2006, and 2005 (Unaudited( $70146094 ITO 2009 2005 2007 2006 2005 Revenues Tax increment-Governmental $65173997 $4023450 $3895625 $2610190 $1910583 $2011 322 Tax increment Intergovernmental $1972095 $666 236 $816 275 $489 587 $0 $0 Interest income $10023961 $92,774 $391 661 $886730 $1 267705 51051546 Parking Revenue $557337 $81 644 $138 421 $118 107 $50023 $46 717 Net increase in fax va ue nil investments ($89216) $0 ($19004) $154241 $411 122 ($35,055)

Total revenue $55 638 176 $4 884 135 $5222977 $4 258 855 $3 639 433 $3 074 527

Expenditures Administrat ye expenses $1 934 464 $36,534 $119 202 $112 924 5135 717 $359 351 6837540 Nor-capita coo aj $2885293 $2727309 $7888387 rg2673 $rg7722 Cap tat outlay r$ $9 786 548 $0 $531 605 $781 739 $6g $1 289.101 0 $1 645 285 Interest and fisca charges $6212416 $2 359 140 $1 418 986 $541 023 $577 843 . $416,190

Tota expenditures 886.308,829 $5 280,968 $4 797 083 $9,324 073 $20 109 534 $13 196 036

Excess (DeSdenny) of Revenues over Expenditures ($5 670 653) ($416 833) $425 855 ($5 065 219) ($24 470 102) ($10 121 509)

Other f nanc ng sources (uses) Dove xper Participation $5416002 $0 ($55211) $318531 $437282 $3571 110 Transfer oat ($10000000) $0 $0 $0 $0 $0

Total other financing sources ($4,583 998) $0 ($55211) $318,531 $437 282 $3,071 110

Excess (deficiency) of revenues and other financing sources over (under) expenditures and other uses ($10254651) ($416 833) $370 684 ($4 746 688) ($24,032 820) ($6 250,399)

Fund balance (Deficit) at beginn ng of year as previously reported ($10 171 051) ($9 754 218) ($10 124 902) ($5 378 214) $18654605 $24 905 505

Prior period restatemnnt $83600 $0 $0 $0 $0 $0

Fund balance (Deficit)at beginning of year as restated 16100574911 1097949151 1510 124 9071 $15594 xxv 024 aol xxv

Fund balance (delict) at end of year ($10 171 051) ($10,171,051) ($9,754 218) ($10 124.902) ($5 378 214) $18,654,685

Note. These unaudited financial statements are based on preliminary numbers and are subject to change. If these numbers change, TIF board will be provided with the audited numbers after completion of the C1t3’saudit for fiscal year 2008-09.

23 Pooled beginning Pooled and Net Net Cash Net Cash

Net Changes Adjustments City

to Exhibit Operating With Cash City City Transfer-out Developer Net Parking nnt Interest Deferred Increase increase Increase Taxes Accounts cash Increase (increase) cash cash cash

Less. flows of flows Center Comparative cash cash cash Flow

increase Center Dallas, provided equivalents provided provided of in

allownace receivable-delinquent income on from Revenue trom year provided and and

assets A (decrease)

(decrease) (decrease( tax Statement (decrease) Tax receivable-Parking to Participation decrease investment rconcile in Texas financing mvenue cash cash investing Increment by by fair by (loss)

and TIF Totals for financing by investing operatnrg equivalents equivalents value is in liabilities: in uncollectible in in for operating operating activities actieties: actMties. accrued Total advances accounts pooled

interest District for the of Financing (Unaudited) activities activities investments September activities Year adjustments cash at at activities: income receivable liability payable end from accounts Ended District of developers (loss) year 30, September 2008, Fund 2007, 30, 2006, 2009 and 2005 (52.618.6581 $1,550,094 ($2,201,826) ($2033648) 4.168.724 2009 (2.793,077) ($195532) $174,419 ($591,251) $92,774

$26,296 24 81,644 $1058 (SO) $0 $0 $0 SO $0 $0 0 0 1513.511 ($13,882,488) ($12,163 $4,168,724 (13,967,670; ($1,731,436) 17.680.528 2008 $511,078 $391,661 ($55,211) ($55,211) ($14,746) ($85.1 138,421 (19,004) $79738) $22,687 $98,954 ($7941) )$6.905) 804) ($0) 363) 83) 0 $17,680,528 ($8248 25.929.319 ($3,502,103) ($4,051,919) $1,159,078 (56,224,2971 2007 (9,726,400) $318,531 $318,531 $886,730 $255,091 $191428 $103,297 ($22,687) 154,241 118,107 $14,746 $7941 791) $0 $0

0 FY (513794,146) $25,929,319 ($261989521 $10,328,673 39.633,465 (15,870,278) $1,728,850 $1,267,705 $1,133,887 $9,349,657

2006 2009 $437,282 15113.308) $437,282 411,122 $41,562) 50,023 $0 $0 $0 $0 $0

49 Annual $39,633,465 ($11. $10,013,420 $10572465 35.870,445 53.763.020 $3 $3,871,110 $1,063,205 $1,051,546 (1 2005 ($154,679) $111,122

$5154891 871.110 Report 171,294) (35,058) 184.714) 46.717 $0 $0 $0 $0 $0 0 100459 Exhibit A City Center TIE District FY 2009 Annual Report

City Center Tao Increment Financing District Reinvestment Zone Number Five, City of Dallas, Texas As of September 30, 2009

Chapter 311016 vf VC.T A. requiiee he tollxozng ,vtor’euson as part vt the annual mpoe vv the status at the TIF DistricL lnfvmtation iS contained :n detail on the attached hnanvial statements

1. Nntount and source of revenue in the tax increment fund established for the zone:

$92774 lntvrest Ivconte 81 644 Parh:vg lvcvrnv 4 689716 Ad Valorenc Taoes )Co:iecteo in P120008-09 based on 2008 Certi8ed Too Roll) $4,864,135 Total Recenue

2. Amount and purpose of expenditures from the fund:

$36 534 Admin:strutive Expense 2359140 Interest Expense 2885293 Non-Capital outlay 0 Capital outluy $5 280968 Total Expenditures

* Eopenditures incutred duting Ff20008-Oh ate as lollows Total Non-capitol 4S0itiirec Capita: Outlay i,4)sy Dalparit Garage $260,293 $260,293 Afforduble Housing Cost Participation $0 $0 Dallas County Ceurthouse Plaza Imp $2,629,000 $2625000 Other Land Axqu:siton Related Costs $0 $0 Miscellaneous Costs $0 Total Expenditures $2,885,293 $2,885,293

3. Amount of Principal and Interest due-on outstanding bonded indebtedness: None City Centet TIF District has incurred no bonded indebtedness

Stutus of developer advances received and reimbursements )incl. P & I) made as 01September 30, 2009 was tollows’

Balance Due ISince Incext:onl Payments To Date Accrued Accrued Net Balance oer E50I E5084al lolorest mba Due iol st Total Paid Due

Post Properties, Inc. Wilson Building $3,455,055 $483,691 $3,883,891 $3,400,000 $483,691 $3,883,691 $0 Hull Fiouncial Group KirbyBuilding Redec $435,797 $35,094 $470891 $435797 $35094 $470 891 $0 HolIze Mugnxliu Magnelia Building Redev $570,000 $24,488 $564,486 $570,000 $24,486 $584,486 $5 Republic Center, LLP Republic Building Redec, $750,000 $88,521 $838,921 $750,000 $88,921 $838,521 $5 Stone Place Mull Investors Stove Place Mull $276,000 $18,062 $292,062 $276,000 $16,062 $292062 $5 Elm Street Development Hart Furniture Building $1,333,191 $59,252 $1,392,443 $1333191 $59,252 $1,352,443 $0 Main Street Investors JV Thempsen Building $1,065,000 $105,629 $1,171,629 $1,065,000 $1S6,62g $1,171,629 $0

— — °L Develcpmenf DP&L Bldg. Resforufion $8,503,155 $350,750 $8,584,649 $6,503,159 $380,750 $6,884,908 $5 TIF Hotel, Inc Joule Hotel Reoeo $8,500,000 $875,792 $9,375,792 $8,500,000 $875,792 $9,375,792 SO Bat’eer-Nichols, LLC interurban Building $5,000,000 $538,038 $5,536,038 $5,000,000 $536,038 $5,536,038 $5

Ervup Residential Pueners, Inn Republic Center Tcwer I $4,605,000 $505,468 $5,114,468 $4,605,000 $505,468 $5,114,468 $5 GS Murruy Develxpment, Inc. Gulf States Building Redev $4,666,650 $409,195 $5,075,848 $4,666,650 $409,198 $5,075,848 $5 LB 1200 Muie, LP 1200 Mum Street Redevel, $4,750,000 $931,649 $5,681,849 $1,434,932 $892,515 $2,327,447 $3,354,003 Humilfen Fidelify Dcv, Inc Fideif p Union Bldg. Redex. $5,005,SSS $1,570,705 $10,570,705 $598,716 $1,468,626 $2,065,342 $8,505,364

Totals I 855.854.7971 06.008.6361 656.863.4331 039.138.4451 05.665.5211 TI $118594671 Principal $11,716,352 Accrued Interest $143,114 Total $118594671 I

City

Exhibit 4. O Do Do C Do Do A tao nuremenl increment Captured Da Do Do Do Cry Tax ryol Based The 6sf an as as as incmmentflnanciog as as as

as Center of increment County Couety Cosety lndopenocnt Datan County Conry misled County lodependent tolai Do!

on A appraised n as received est the pro tao Commun Hoseilol Community t—osp motee amount base m

ncroirent TIE nary Scfioo Scfloo to oalae and and omo.ri D D 1 si of Taxabe strut so plan Co any current $4 Co

D District Dsfrct by shamd sIncI 689 eye eye additional of adopted the Vases too Toong 7th D captored Dist municipality by sIr nC’eeeet was the Cl bythe F Jursdicton information munic na rece appraised vases gaoeming robe vert Polo and P0 Taa,ng ty n w other for and necessary ed name at he Jan for body olhdr taning Jursdict dde sdrctuon the retained parl of m 2239100 to anits. the fled oes sinaI demonstrate monicipalityr by on the og pea the February tao total zone; s ng shown amount compliance Lrisd 01 2010 acaov Cl of OfiS the Vase fit

St 26 oath Taoabc For 361 36r tan the 2009 the 866 898 2038 486 486 0 lao Aunesomeet year Base 1996 Per SeTh 59Th $0 5100 Vatue 0 022810 0 000300 Vent 074790 t90 190 97600 00000 00000 065 06h 0 % Eel Value Value Captored S465 $485 Coplumd 80.79400 200ty* Usnd 6731% 1239% 608421 6°8421 0 0 000 00% 00% Estimated Mtooot Inoremoot $3

S3269285 FY S581nfi5 886460 of

2009 2009 $0

UU4b9

Annual Report City ExhibitA “Statement less of “measurable” revenues Expenditures resources. 1. Center 5, 4. 3. 2. accounting. The total would The for including by assessed administrative TIF The average less The interest. become May TIF State measurement the administrative expenditures. to and District Zone Zone’s Zone’s than 1 $8,505,364 interest interest $3,354,103 statute of The come reimburse Department of are delinquent). maturity and Cash The interest principal each five values. has Under financial cash Financial from recognized requires years at Notes at City “available” received costs year 4.87% 4.71% Flow,” the balances of for excess for costs invests and the focus are of the and (remittance to for City Fidelity 1200 Plan Public that statements interest Financial modified compounded compounded advances fiscal in recognized portfolio money the cash for in FY’1998-99. used each permits Main are City when to Works U.S. administrative Union operating year finance were as invested Center market to taxing Street is Statements for Treasury tax from accrual City occur 2008-09. the less expenditures Building and outstanding are the semi-annually; semi-annually; increment as jurisdiction 27 of Building developers Tax (Unaudited) than liability mutual Any Transportation. in expenditures no loss prepared TIE revenue Dallas, the and costs. Increment more basis advance The future 365 for City’s Zone funds represents Agency advance the revenue is not Zone at days. Texas than The remit remittance to of incurred. September Year when to investment and using rated fund as fund accounting, Financing Zone began exceed 90 securities its of Following of as increases Ended days improvements Aaa November ad they is the of the incurred tax reimbursing for valorem a October $2,160,402 30, For after or pool current flow September District increment modified administrative become with AAAm. developer 2009: as purposes taxes tax and $36,534 4, of a maturities taxes FY 19, result

2005 100459 financial increment earn that period. the 2009 The for over 2005 both accrual 30, to advances revenues General are the in bears of pro weighted the the expenses of 2009 Annual bears increased which jurisdiction being rata the Zone life basis Fund of are Report made by the

City Exhibit

Center

All

improvements

9/30/05,

been

Capital

assets,

Governmental

depreciated Total

TIF

Capital

Building

Improvements

Total

expenditures being

Construction

Land

District

depreciation:

Less

expensed

capital

assets

Assets

$83,842 net

assets

capital

assets,

depreciated

accumulated

assets

which

activity

capital

being

assets,

not

for

progress

being

are

being

capital

project

depreciated

for

not

9/30/06,

owned

the

depreciated

improvements,

year

costs

$ $

(29,105)

$ $

$275,270

beginning

ended

the

Balance

7.891.100

7,497,849

7,860,205

year

City

362,356

30,895 60,000

September

incurred.

are

including

capitalized

9/30/07,

$ $

7,497,849

30,

7296,230

7,296,230

Additions

All

(201,529)

accounts

2009

project

and

the

0 0

$195,532

City

payable

costs

follows:

$ $

Transfers

retirements

(7.497.849)

(7,497,849)

Dallas.

100459

resulting

2009

$197,151

and

Annual

9/30/08

$ $

capital

end

7,557,849

Report

Balance

7.689.571

7,327,215

have

(230,634)

362,356

year

at 0