{U/~ R0 ~ 1 Mary K

JUNE 13, 2007 CITY COUNCil ADDENDUM CERTIFICATION

This certification is given pursuant to Chapter XI, Section 9 of the City Charter for the City Council Addendum dated June 13, 2007. 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.

=~~;7 {U/~ r0 ~ 1 Mary K. Suhm Date City Manager

~~~ EdwardCOlt City Controller

ADDENDUM CITY COUNCIL MEETING JUNE 13, 2007 CITY OF DALLAS 1500 MARILLA COUNCIL CHAMBERS, CITY HALL DALLAS, TEXAS 75201 9:00 A. M.

ADDITIONS:

Closed Session Attorney Briefings (Sec. 551.071 T.O.M.A.) - Legal issues involving proposed newsrack ordinance

CONSENT ADDENDUM

Business Development & Procurement Services

1. Authorize a professional services contract for the preparation of a one-hundred-year forest management plan for the Great Trinity Forest - Gary D. Kronrad, Ph.D., only proposer - Not to exceed $473,673 - Financing: Current Funds

City Secretary’s Office

2. An ordinance amending Ordinance No. 26767 ordering the June 16, 2007 runoff election, in order to change some election-day voting locations - Financing: No cost consideration to the City

Economic Development

3. Authorize a development agreement with Allen Development of Texas, LLC for the construction of certain public improvements including street and drainage improvements in the area south of Interstate 20 near Bonnie View Road in southeast Dallas - Financing: No cost consideration to the City

4. Authorize a master development agreement with Cherokee New Transit, LLC, and/or its affiliates, to promote Transit Oriented Development pursuant to the Public/Private Partnership Program - Financing: No cost consideration to the City

5. Authorize an amendment to Resolution No. 06-0658, previously approved on February 22, 2006, for a Historic Development Program tax abatement for the Tower Petroleum Building located at 1907 Elm Street to remove the requirement that a development agreement be executed with operational and fine dining provisions for the Hart Furniture Building - Financing: No cost consideration to the City

ADDENDUM CITY COUNCIL MEETING JUNE 13, 2007

ADDITIONS: (Continued)

CONSENT ADDENDUM (Continued)

Economic Development (Continued) Note: Item Nos. 6 and 7 must Downtown Connection TIF District be considered collectively.

6. * Authorize (1) a development agreement with Pacific 2004 Holdings, Ltd., to provide funding for TIF-eligible project costs related to the development and redevelopment of the Tower Petroleum Building located at 1907 Elm Street and 1900 Pacific Avenue in Tax Increment Financing Reinvestment Zone Eleven (Downtown Connection TIF District); and (2) the Downtown Connection TIF District Board of Directors to dedicate the subsidy from future Downtown Connection TIF District revenues in accordance with the development agreement - Not to exceed $12,000,000 - Financing: Downtown Connection TIF District Funds

7. * A resolution declaring the intent of Tax Increment Financing District Reinvestment Zone Number Eleven (Downtown Connection TIF District) to reimburse Pacific 2004 Holdings, Ltd., for certain TIF-eligible project costs pursuant to the development agreement with Pacific 2004 Holdings, Ltd., for the development and redevelopment of the Tower Petroleum Building located at 1907 Elm Street and 1900 Pacific Avenue in the Downtown Connection TIF District - Financing: No cost consideration to the City

8. Authorize Supplemental Agreement No. 2 to the development agreement among the City of Dallas, the Downtown Dallas Development Authority (DDDA), FC Merc Complex, L.P., FC Continental Complex, L.P., FC Atmos, Inc., FC Lessee (collectively Forest City) to extend the completion date of the Continental Building from October 3, 2009 to June 3, 2011 and, in consideration for the extension and without affecting existing conditions and penalties of the development agreement for delaying development of the Atmos Complex, Forest City shall agree to (1) delay the first TIF payment from completion of environmental remediation to start of construction on the Continental Building as evidenced by execution of the construction contract; (2) initiate a due diligence process on the Atmos Complex and advise the City by December 31, 2007, of their future intentions regarding redevelopment of the property; (3) provide a timetable, including a construction schedule and completion date for the Atmos Complex if the decision is made to go forward with such redevelopment; and (4) make available for use by the City, at the option of the City, the ground floor of the Continental Building after Forest City vacates the premises of their temporary offices - Financing: No cost consideration to the City

ADDENDUM CITY COUNCIL MEETING JUNE 13, 2007

ADDITIONS: (Continued)

CONSENT ADDENDUM (Continued)

Police

9. Authorize a five-year amendment to the lease agreement with Cobalt Industrial REIT, with two five-year renewal options, for the continued use of approximately 13 acres of land with approximately 31,050 square feet of office/classroom space and a vehicle obstacle course located at 5310 Red Bird Center Drive and to include approximately 15,680 square feet of additional office/classroom space located at 5610 Red Bird Center Drive for a total of approximately 46,730 square feet of office/classroom space to be used for a Police Training Academy for the period of August 1, 2007 through July 31, 2012, plus additional annual rent in the amount of $25,000 for maintenance and ad valorem taxes in an amount not to exceed $541,247 during the first five-year term - Total not to exceed $3,546,349 - Financing: Current Funds (subject to annual appropriations)

Public Works & Transportation

10. Authorize (1) a contract for roof replacement at Union Station with Supreme Systems, Inc., lowest responsible bidder of three, in an amount not to exceed $1,227,231, (2) assignment of the contract to Hunt-Woodbine Realty Corporation as the construction manager for contract administration, inspection, supervision and coordination of construction work, and (3) the establishment of appropriations in the amount of $1,411,316, in the Union Station Renovation Developer Advance Fund - Financing: Private Funds (to be reimbursed without interest from the proceeds of the future sale of General Obligation Bonds)

11. Authorize (1) an increase in the contract with TMV LLC dba Triune Associates for renovation of the Moorland YMCA building located at 2700 Flora Street for the Dallas Black Dance Theatre, in the amount of $57,045, from $3,941,766 to $3,998,811; (2) the receipt and deposit of funds in the amount of $22,818 in participation costs in the Dallas Black Dance Theatre Participation Fund; and (3) the establishment of appropriations in the amount of $22,818 in the Dallas Black Dance Theatre Participation Fund - Total not to exceed $57,045 - Financing: 2003 Bond Funds ($34,227); Private Funds ($22,818)

12. Authorize an amendment to the Elm Fork Floodplain Management Study to revise the recommended plan for flood control improvements in an area bounded by Stemmons Freeway and Walton Walker Freeway to the east, Royal Lane to the north, the Elm Fork of the Trinity River to the west and south - Financing: No cost consideration to the City

ADDENDUM CITY COUNCIL MEETING JUNE 13, 2007

ADDITIONS: (Continued)

ITEMS FOR INDIVIDUAL CONSIDERATION

City Attorney’s Office

13. An ordinance amending Chapter 2 of the Dallas City Code to authorize the City Council to waive, after a review of specific circumstances, the requirement for two independent fee appraisals for real property acquisitions in which the consideration exceeds $500,000 - Financing: No cost consideration to the City

Mayor and City Council

14. Authorize (1) an increase in the contract with MetalMan Design/Build Corporation to provide Tier 1 - Signature Sculpture, Tier II - Silhouette Sculpture, and Tier III - The Conversation Sculptures, and cost estimating services for the re-designed Tier IV - Recognition Sculpture and a Memorial Wall at Opportunity Park located at 3105 Pine Street; and, (2) approval of the list of honorees for the Walk of Fame (list attached) - $32,420, from $590,246 to $622,666 - Financing: 2003 Bond Funds (Mayor Pro Tem Hill, Deputy Mayor Pro Tem Garcia, Councilmembers Chaney, Oakley, Salazar, Medrano and Hunt via Mayor Miller)

Office of Financial Services

15. An ordinance authorizing the issuance and sale of City of Dallas, Texas General Obligation Bonds, Series 2007 in an amount not to exceed $135,350,000; accepting the bids and awarding the sale of the bonds; approving the Preliminary Official Statement; and enacting other provisions in connection therewith - Not to exceed $341,406 - Financing: 2006 Bond Funds - Interest Earnings (To be considered before 12:00 noon)

Park & Recreation

16. Authorize a professional services contract with Quimby-McCoy Preservation Architecture, LLP for the restoration and reconstruction of the esplanade fountain and Parry Avenue gate at Fair Park - $1,062,900 - Financing: 2006 Bond Funds

Public Works & Transportation

17. Authorize a contract for stormwater improvements to modify the stormwater collection areas at 27 fire stations, Phase II (list attached) - Texas Standard Construction, Ltd., lowest responsible bidder of two - $1,981,000 - Financing: 2005 Certificates of Obligation ($1,055,808), 2004 Certificates of Obligation ($64,755), and 2006 Bond Funds ($860,437)

ADDENDUM CITY COUNCIL MEETING JUNE 13, 2007

ADDITIONS: (Continued)

ITEMS FOR INDIVIDUAL CONSIDERATION (Continued)

Public Works & Transportation (Continued)

18. Authorize an additional payment to Dallas Area Rapid Transit for the City's share of design and construction costs for the paving and drainage improvements at the intersection of U.S. 75 and Bryan Street - $1,090,000 - Financing: 2006 Bond Funds

19. Authorize Supplemental Agreement No. 2 to the contract with Corgan Associates, Inc. for design development, construction documents, bidding and construction administration services for the Dallas Center for the Performing Arts, City Performance Hall - $4,846,727, from $2,223,340 to $7,070,067 - Financing: 2006 Bond Funds

20. Authorize (1) a professional services contract with HNTB Corporation for program management of major flood management and storm drainage projects included in the 2006 Bond Program, in an amount not to exceed $8,423,300; (2) a professional services contract with Carter & Burgess, Inc. for the design of the levee drainage system at Hampton/Oaklawn Sump and Pavaho Sump, in an amount not to exceed $7,621,000; (3) a professional services contract with Halff Associates, Inc. for the design of Mill Creek, Phase I, and Middle Peaks Branch, Phases I and II, in an amount not to exceed $8,571,100; and (4) a professional services contract with Nathan D. Maier Consulting Engineers, Inc. for preliminary engineering for the State-Thomas at Woodall Rodgers Storm Drainage Study, in an amount not to exceed $231,705 - Total not to exceed $24,847,105 - Financing: 2006 Bond Funds

Sanitation Services

21. Authorize Supplemental Agreement No. 1 to the contract with R.W. Beck, Inc. to provide an appraisal and valuation of the lease at the McCommas Landfill Gas Plant - Not to exceed $96,000, from $121,949 to $217,949 - Financing: Current Funds

ADDENDUM CITY COUNCIL MEETING JUNE 13, 2007

ADDITIONS: (Continued)

PUBLIC HEARINGS AND RELATED ACTIONS

MISCELLANEOUS HEARINGS

Department of Development Services

Municipal Setting Designation Note: Item Nos. 22 and 23 must at 16 Properties be considered collectively.

22. * A public hearing to receive comments on a proposed municipal setting designation to prohibit the use of groundwater beneath 16 properties located at 2119, 2301, 2313, 2345, 2411, 2415, 2419, 2423 and 2449 West Mockingbird Lane; 6616, 6820, 6840 and 6910 Forest Park Road; 2232 and 2328 Empire Central Drive; 6641 Maple Avenue and adjacent City rights-of-way - Financing: No cost consideration to the City

23. * An ordinance authorizing support of the issuance of a municipal setting designation to Balcones Realty Partners, LLC by the Texas Commission on Environmental Quality and prohibiting the use of groundwater beneath the 16 designated properties as potable water - Financing: No cost consideration to the City Recommendation of Staff: Approval

DELETION:

City Attorney’s Office

14. Authorize Supplemental Agreement No. 2 to the professional services contract with the law firm of Brown & Hofmeister, L.L.P. for additional legal services necessary in the lawsuit styled David Pabis, Individually and as Heir to and on Behalf of the Estate of Jason Pabis, Deceased v. Michael Adrian Tayem et al., Cause No. DC-06-06446-L, and any other proceeding relating to the subject matter of this lawsuit - Not to exceed $30,000, from $75,000 to $105,000 - Financing: Current Funds

List of Honorees for Walk of Fame at Opportunity Park Addendum Item #14

Tier I

Elsie Faye Higgins

Tier II

Dr. Ceasar Toles Leo V. Chaney, Jr.

Tier III

L.A. Bedford Alphonso Jackson Dr. Trudie K. Reed Kathlyn Gilliam Larry Johnson Erykah Badu

Tier IV

Leo Sr. and Velma Chaney, Calvin and Johnnie Carter, Dr. C.A.W. Clark, Sheri Mixon, Jackie Mixon, Dr. Alfred Roberts, Christine Taylor, Connie Davis, Joe Atkins, Dorothy Blair, Hank Lawson, Bertha Gary, Stevon Gulley, Rev. Gerald Britt, Darlene Green, Clarine Whitaker, Ruby Golden, Apostle Lobias Murray, Pauline Williams, Betty Salter, Alice Debase, J.D. Coleman, Rev. Donald Parish, Sr., Betty Hooey, Nelvin Jackson, Diane Ragsdale, Marilyn Clark, Donald Johnson, Faye Warren, Vickie Meeks, Dr. Harry Robinson, Wendy Dixon, Chris Bosh, Wiliene Watson, Jasper Baccus, Dr. Joe Watts, Lewis Rhone, Ron Price, Verlene Houston, Tiny Hawkins, Dr. Maxine Thornton-Reese, Marvin Crenshaw, Joe Bagby, Robert Thomas, Jr., Royce West, Thomas Jones, Carolyn Davis, R.L. Griffin, Joanna Iz, Bobbi Humphrey, Abner Haynes, Dr. Hazel Partee, Dr. Leon King, David Newman, Roy Hargrove, Al Dupree, Willie Jacques, Charles Rose, William Blair, Sr., Dr. B.J. Bradford, Jr., S.E. Diggles, Mary Morgan, Rev. Lowell Brown, Johnny King, Jr., Cleophus Steele, Sr., Cleophus Steele, Jr., Gloria Hogg

Memorial Wall

Woodie Culton, Ethel Parnell, Rev. Robert Parish, Sr., Dr. Emmett J. Conrad, Dr. George Shelton, Jr., Fred and Mildred Finch, Dr. E.J. Mason, Dr. Eugene Dorsey, Alice Mitchell, Clara Miles, Rev. S.M. Wright, Sr., Dr. Frank Jordan, Othello Beck, Rev. Fred Bookman, Maurine F. Bailey, Estella Doty, Juanita Craft, Dr. Edgar Ward, T.D. Marshall, J.B. Jackson, George Allen, Charlotte Mayes, Charles Rice, Marian Dillard, Willie Mae Butler, Thelma Richardson, Judy Lott, Dallas Jackson, Alto McGowan, Anthony Davis, Sam Hudson, Jr., Dorothy Davis, Carolyn Jarrett, Dr. Thresia Johnson, and Charlotte Ragsdale.

Stormwater Drainage Modifications at 27 Fire Stations, Phase II Addendum Item #17

Station No. Address Council District

4 816 S. Akard Street 2 8 1904 N. Garrett Avenue 2 9 2002 Cool Mist Lane 8 13 6902 Frankford Road 12 16 2616 Chalk Hill Road 3 18 660 North Griffin Street 14 21 3210 Love Field Drive 14 22 12200 Coit Road 11 23 1660 South Corinth Street 4 25 2112 56th Street 8 26 3303 Sheldon Avenue 1 28 8701 Greenville Avenue 10 29 9830 Shadow Way 10 30 11381 Zodiac Lane 6 31 9365 Garland Road 9 34 1234 Carbona Drive 5 36 3214 N. Hampton Road 3 39 2850 Ruidosa Avenue 9 41 5920 Royal Lane 13 43 2844 Lombardy Lane 6 45 716 W. Commerce Street 6 46 331 E. Camp Wisdom Road 5 47 7161 Envoy Court 6 48 10480 E. Northwest Hwy. 9 51 200 S. St. Augustine Road 8 52 2504 Cockrell Hill Road 1 55 6600 Trammel Drive 9

8 ADDENDUM DATE June 13, 2007

ITEM IND # OK DEF DISTRICT TYPE DEPT. DOLLARS LOCAL MWBE DESCRIPTION

2, 4, 5, 7, PBD, Authorize a professional services contract for the preparation of a one-hundred-year forest management plan 1 8CTRC $473,673.00 0.00% 0.00% for the Great Trinity Forest An ordinance amending Ordinance No. 26767 ordering the June 16, 2007 runoff election, in order to change 2 All C SEC NC NA NA some election-day voting locations Authorize a development agreement with Allen Development of Texas, LLC for the construction of certain public improvements including street and drainage improvements in the area south of Interstate 20 near 3 8 C ECO NC NA NA Bonnie View Road in southeast Dallas Authorize a master development agreement with Cherokee New Transit, LLC, and/or its affiliates, to promote 4 All C ECO NC NA NA Transit Oriented Development pursuant to the Public/Private Partnership Program Authorize an amendment to Resolution No. 06-0658, previously approved on February 22, 2006, for a Historic Development Program tax abatement for the Tower Petroleum Building located at 1907 Elm Street to 5 14 C ECO NC NA NA remove the requirement of operational & fine dining provisions for the Hart Furniture Building Downtown Connection TIF District: Authorize a development agreement with Pacific 2004 Holdings, Ltd., to provide funding for TIF-eligible project costs related to the development and redevelopment of the Tower 6 14 C ECO $12,000,000.00 NA NA Petroleum Building @ 1907 Elm Street & 1900 Pacific Avenue Downtown Connection TIF District: A resolution declaring the intent to reimburse Pacific 2004 Holdings, Ltd., for TIF-eligible project costs pursuant to the development agreement for the development of Tower 7 14 C ECO NC NA NA Petroleum Building @ 1907 Elm Street & 1900 Pacific Avenue Authorize Supplemental Agreement No. 2 to the development agreement with Forest City to extend the completion date of the Continental Building from October 3, 2009 to June 3, 2011; delay first TIF payment; 8 14 C ECO NC NA NA provide timetable & make ground floor available for use by the City Authorize a five-year amendment to the lease agreement with Cobalt Industrial REIT, w/two five-year renewal POL, options, for the use of appx 13 acres of land w/appx 31,050 square feet of office/classroom space & vehicle 9 8 C DDS $3,546,349.00 NA NA obstacle course for the Police Training Academy for August 1, 2007 - July 21, 2012 Authorize a contract for roof replacement at Union Station with Supreme Systems, Inc. and assignment of the PWT, contract to Hunt-Woodbine Realty Corporation as construction manager for contract administration, 10 2 C CES $1,227,231.00 100.00% 25.61% inspection, supervision & coordination of construction work Authorize an increase in the contract with TMV LLC dba Triune Associates for renovation of the Moorland 11 14 C PWT $57,045.00 100.00% 40.60% YMCA building located at 2700 Flora Street for the Dallas Black Dance Theatre Authorize an amendment to the Elm Fork Floodplain Management Study to revise the recommended plan for flood control improvements in an area bounded by Stemmons Freeway and Walton Walker Freeway to the 12 6 C PWT NC NA NA east, Royal Lane to the north, the Elm Fork of the Trinity River to the west and south An ordinance amending Chapter 2 of the Dallas City Code to authorize the City Council to waive, after a review of specific circumstances, the requirement for two independent fee appraisals for real property 13 All I ATT NC NA NA acquisitions in which the consideration exceeds $500,000 Authorize an increase in the contract to provide Tier 1 - Signature Sculpture, Tier II - Silhouette Sculpture, & Tier III - The Conversation Sculptures, & costs for the re-designed Tier IV - Recognition Sculpture & 14 7 I MCC $32,420.00 100.00% 89.42% Memorial Wall @ Opportunity Park @ 3105 Pine Street & approval of honorees for Walk of Fame An ordinance authorizing the issuance and sale of City of Dallas, Texas General Obligation Bonds, Series 2007 in an amount not to exceed $135,350,000; accepting the bids and awarding the sale of the bonds; 15 All I OFS $341,406.00 NA NA approving the Preliminary Official Statement; and enacting other provisions in connection therewith SUBTOTAL $17,678,124.00 Page 1 ADDENDUM DATE June 13, 2007

ITEM IND # OK DEF DISTRICT TYPE DEPT. DOLLARS LOCAL MWBE DESCRIPTION

Authorize a professional services contract with Quimby-McCoy Preservation Architecture, LLP for the 16 7 I PKR $1,062,900.00 74.25% 67.14% restoration and reconstruction of the esplanade fountain and Parry Avenue gate at Fair Park 1, 2, 3, 4, 5, 6, 8, 9, 10, 11, 12, Authorize a contract for stormwater improvements to modify the stormwater collection areas at 27 fire 17 13, 14 I PWT $1,981,000.00 100.00% 27.97% stations, Phase II

Authorize an additional payment to Dallas Area Rapid Transit for the City's share of design and construction 18 14 I PWT $1,090,000.00 NA NA costs for the paving and drainage improvements at the intersection of U.S. 75 and Bryan Street Authorize Supplemental Agreement No. 2 to the contract with Corgan Associates, Inc. for design PWT, development, construction documents, bidding and construction administration services for the Dallas Center 19 14 I OCA $4,846,727.00 60.57% 20.01% for the Performing Arts, City Performance Hall Authorize a professional services contract for program mgmt of major flood mgmt & storm drainage projects in 2006 Bond Program; design of levee drainage system @ Hampton/Oaklawn Sump & Pavaho Sump; design of Mill Creek & Middle Peaks Branch; & preliminary engineering for State-Thomas @ Woodall 20 All I PWT $24,847,105.00 87.88% 24.39% Rodgers Storm Drainage Study Authorize Supplemental Agreement No. 1 to the contract with R.W. Beck, Inc. to provide an appraisal and 21 8 I SAN $96,000.00 0.00% 13.55% valuation of the lease at the McCommas Landfill Gas Plant Municipal Setting Designation at 16 Properties: A public hearing to receive comments to prohibit the use of groundwater beneath 16 properties located at 2119, 2301, 2313, 2345, 2411, 2415, 2419, 2423 & 2449 West Mockingbird Lane; 6616, 6820, 6840 & 6910 Forest Park Road; 2232 & Empire Central Drive; 6641 Maple 22 2 PH DDS NC NA NA Avenue & adjacent rights-of-way Municipal Setting Designation at 16 Properties: An ordinance authorizing support of the issuance of a municipal setting designation to Balcones Realty Partners, LLC by the Texas Commission on Environmental 23 2 PH DDS NC NA NA Quality and prohibiting the use of groundwater as potable water SUBTOTAL $33,923,732.00 GRAND TOTAL $51,601,856.00

Page 2 ADDENDUM ITEM # 1

KEY FOCUS AREA: Trinity River

AGENDA DATE: June 13, 2007

COUNCIL DISTRICT(S): 2, 4, 5, 7, 8

DEPARTMENT: Business Development & Procurement Services Trinity River Corridor Project

CMO: Dave Cook, 670-7804 Jill A. Jordan, P.E., 670-5299

MAPSCO: 45Y Z 47 T U V X Y Z 55 C D G H 56 A B D E F G H K L M P Q R V Z 57 A B D E F G H J K L N P Q S T W X Y Z 58 A E W X 67 A B C D F G 68 A B F G J K L M P Q R ______

SUBJECT

Authorize a professional services contract for the preparation of a one-hundred-year forest management plan for the Great Trinity Forest - Gary D. Kronrad, Ph.D., only proposer - Not to exceed $473,673 - Financing: Current Funds

BACKGROUND

The Great Trinity Forest (GTF) which consists of over 5,200 acres, is an integral part of the Trinity River Corridor Project's goals for flood control, transportation, economic revitalization, recreation and environmental stewardship. Because the city is acquiring large tracts of land to add to the area that will comprise the GTF, it is now desirable to enter into a contract with Gary D. Kronrad, Ph.D. for a forest management plan to guide the environmental conservation and restoration of the GTF.

Dr. Kronrad is the Distinguished Professor of Resource Economics and Forest Management at the Arthur Temple College of Forestry and Agriculture at Stephen F. Austin State University and has personally supervised the writing of more than 40 major management plans and has been a consultant, independent from the university, to major corporations, and various federal, state, county and municipal agencies. Dr. Kronrad will be leading a premiere planning team, members of which hold Ph.D. degrees in wildlife biology, ecosystem management, recreation planning, interpretation, bottomland hardwood management, forest protection, landscape ecology, vegetation management, GIS, soil science and hydrology.

The forest management plan will include but not be limited to detailed sections on the current forest flora (plants) and fauna (animals), current forest uses, desired future forest flora and fauna, and desired future uses. The plan will also include detailed instructions on how to meet the state future flora and fauna goals, as well as the costs and potential benefits for achieving stated flora and fauna goals for the next 100 years using United States Fish and Wildlife Habitat Evaluation Procedure (HEP) standards. BACKGROUND (Continued)

The scope of work includes: Brief Historical Overview, review of existing conditions, issue identification (preserving resources while allowing public access, desired uses, identification of special areas, etc.) a year by year plan with general cost estimates for revegetation, forest management, wildlife management and invasive species control.

The proposal specified that submittals would be evaluated based on twenty percent for "Overall Strength and Capability", fifteen percent for "Past Performance and Projects", fifteen percent for "Identification of key or critical issues", fifteen percent for "Schedule control and Management", fifteen percent for "Omissions and Errors" and twenty percent for "Cost" which totals a maximum of one hundred percent.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)

This item has no prior action.

FISCAL INFORMATION

$473,673.00 - Current Funds

Council District Amount

2 $ 12,161.54 4 $179,239.90 5 $104,147.70 7 $126,217.60 8 $ 51,906.26

$473,673.00

M/WBE INFORMATION

53 - Vendors contacted 53 - No response 0 - Response (Bid) 0 - Response (No bid) 0 - Successful

144 - M/WBE and Non-M/WBE vendors were contacted.

The recommended awardees have fulfilled the good faith requirements set forth in the Good Faith Effort Plan adopted by Council Resolution #84-3501 as amended.

Agenda Date 06/13/2007 - page 2 ETHNIC COMPOSITION

Gary D. Kronrad, Ph.D.

Hispanic Female 0 Hispanic Male 0 Black Female 0 Black Male 0 Other Female 0 Other Male 0 White Female 0 White Male 1

PROPOSAL INFORMATION

The following proposal was received and opened on April 19, 2007. This professional services contract is being awarded to the only proposer.

Proposer Address Points

Gary D. Kronrad, Ph.D. 179 County Road 231 98.6 Nacogdoches, TX 75961

Note: The City Auditor has reviewed this professional services contract and has no objection to awarding the contract to Gary D. Kronrad, Ph.D.

OWNER

Gary D. Kronrad, Ph.D.

Agenda Date 06/13/2007 - page 3 GOOD FAITH EFFORT PLAN SUMMARY

PROJECT: Authorize a professional services contract for the preparation of a one-hundred-year forest management plan for the Great Trinity Forest - Gary D. Kronrad, Ph.D., only proposer - Not to exceed $473,673 - Financing: Current Funds

Gary D. Kronrad, Ph.D. is a non-local, non-minority individual and has signed the "Good Faith Effort" documentation. PROJECT CATEGORY: Professional Services ______

LOCAL/NON-LOCAL CONTRACT SUMMARY Amount Percent Total local contracts $0.00 0.00% Total non-local contracts $473,673.00 100.00% ------TOTAL CONTRACT $473,673.00 100.00%

LOCAL/NON-LOCAL M/WBE PARTICIPATION

Local Contractors / Sub-Contractors

None Non-Local Contractors / Sub-Contractors

None

TOTAL M/WBE CONTRACT PARTICIPATION Local Percent Local & Non-Local Percent African American $0.00 0.00% $0.00 0.00% Hispanic American $0.00 0.00% $0.00 0.00% Asian American $0.00 0.00% $0.00 0.00% Native American $0.00 0.00% $0.00 0.00% WBE $0.00 0.00% $0.00 0.00% ------Total $0.00 0.00% $0.00 0.00% COUNCIL CHAMBER

June 13, 2007

WHEREAS, the 1998 Bond Program authorized funding to acquire property for the Dallas Floodway Extension Project and for federally mandated mitigation that combined with existing public property would comprise the Great Trinity Forest; and,

WHEREAS, it is now desirable to enter into a professional services contract with Gary D. Kronrad, Ph.D., for the preparation of a one-hundred-year forest management plan for the Great Trinity Forest to guide the environmental conservation and restoration in the amount of $473,673.00;

NOW, THEREFORE,

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

SECTION 1. That the City Manager is hereby authorized to execute a professional services contract with Gary D. Kronrad, Ph.D. (VS0000018980), for the preparation of a one-hundred-year forest management plan for the Great Trinity Forest in an amount not to exceed $473,673.00, 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 Gary D. Kronrad, Ph.D., shall be based only on the amount of the services directed to be performed by the City and properly performed by Gary D. Kronrad, Ph.D., under the contract.

SECTION 2. That the City Controller is authorized to disburse funds from the following appropriation, in an amount not to exceed $473,673.00:

Fund 0001, Dept PBW, Unit 3013, Activity PB09, Object 3070, Encumbrance# CT-PBW073013H5, Vendor# VS0000018980

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:

Business Development and Procurement Services, 3FS Office of Financial Services, 4FS Trinity River Corridor Project, Natalie Wilson, 6BS City Attorney City Controllers Office

ADDENDUM ITEM # 2

KEY FOCUS AREA: Staff Accountability

AGENDA DATE: June 13, 2007

COUNCIL DISTRICT(S): All

DEPARTMENT: City Secretary

CMO: Deborah Watkins, 670-0653

MAPSCO: N/A ______

SUBJECT

An ordinance amending Ordinance No. 26767 ordering the June 16, 2007 runoff election, in order to change some election-day voting locations - Financing: No cost consideration to the City

BACKGROUND

Some election-day voting locations for the runoff election will not be available for use on June 16, 2007 because locations are either under construction or owners have declined usages of the facilities.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)

On May 23, 2007, City Council approved ordering a runoff election to be held on June 16, 2007, by Ordinance No. 26767.

FISCAL INFORMATION

No cost consideration to the City.

6/5/07

ORDINANCE NO.

An ordinance amending Ordinance No. 26767, passed by the city council on May 23, 2007; revising polling place locations for the runoff election to be held June 16, 2007 for the purpose of electing Members of Council, Places 15, 3, 5, 7, and 8; providing a saving clause; and providing an effective date.

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

SECTION 1. That Exhibit A of Ordinance No. 26767, passed by the city council on May

23, 2007, is amended by changing the polling place designations for the following precincts to the following locations:

PRECINCT LOCATION ADDRESS CITY

2223 LAKEWOOD ELEM SCHOOL 3000 HILLBROOK DALLAS 2243 BRYAN ADAMS HIGH SCHOOL 2102 MILLMAR DALLAS 3321 FREDERICK DOUGLAS ELEM SCHOOL 226 N JIM MILLER RD DALLAS 4443 GRAUWYLER PARK LIBRARY 2146 GILFORD DALLAS 4448 GRAUWYLER PARK LIBRARY 2146 GILFORD DALLAS

SECTION 2. That Ordinance No. 26767 will remain in full force and effect, save and except as amended by this ordinance.

SECTION 3. That this ordinance will take effect immediately from and after its passage and publication in accordance with the provisions of the Charter of the City of Dallas, and it is accordingly so ordained.

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

By Assistant City Attorney

Passed LC/UC/0129U

1 POLLING LOCATION CHANGES FOR JUNE 16, 2007 RUN·OFF ELECTION

ELECTION DAY LOCATION CHANGES

ELECTION DAY LOCATION CHANGES (DALLAS COUNTY)

Pct. Original Location Address

4443 Grauwyler Recreation Center 7800 Harry Hines Blvd. Dallas

Change to: Grauwyler Park Library 2146 Gilford Dallas

Reason: Dallas Park &Rec declined usage

Pct. Original Location Address

4448 Cimarron Recreation Center 201 Red River Trail Irving

Change to: Grauwyler Park Library 2146 Gilford Dallas

Reason: Dallas Park & Rec declined usage

Pct. Original Location Address

2223 Wilshire Baptist Church 4316 Abrams Rd Dallas

Change to: Lakewood Elem School 3000 Hillbrook Dallas

Reason: Church declined usage

Pct. Original Location Address

3321 E B Comstock Middle School 7044 Hodde Street Dallas

Change to: Frederick Douglas Elem School 226 N Jim Miller Rd Dallas

Reason: School under construction

As of 5/31/07

OFFICE OF THE CITY SECRETARY DALLAS,TEXAS ADDENDUM ITEM # 3

KEY FOCUS AREA: Economic Development

AGENDA DATE: June 13, 2007

COUNCIL DISTRICT(S): 8

DEPARTMENT: Office of Economic Development

CMO: A. C. Gonzalez, 671-8925

MAPSCO: 76 D, G, H, L, M, Q, R 77 E, J, F, K ______

SUBJECT

Authorize a development agreement with Allen Development of Texas, LLC for the construction of certain public improvements including street and drainage improvements in the area south of Interstate 20 near Bonnie View Road in southeast Dallas - Financing: No cost consideration to the City

BACKGROUND

On November 7, 2006, voters approved a $1,353,520,000 bond program. The program included $34,742,975 in street, drainage and other associated public infrastructure improvements for the area south of Interstate 20 near Bonnie View Road. Of this amount, $12,540,605 is programmed for intergovernmental matching fund projects with Dallas County and TxDOT, while the remaining $22,202,370 is programmed for additional new street and drainage projects. The contemplated public improvements will advance the development of a logistics and distribution center in this area of the City.

Allen Development of Texas, LLC has assembled multiple properties and initiated the development of private and public improvements in order to facilitate the development of thousands of acres in southeast Dallas County. This item authorizes a development agreement with Allen Development of Texas, LLC in order to construct new public street and drainage improvements supporting future development of property in the City of Dallas that is currently vacant or underutilized. Pursuant to the development agreement, the company will commit to develop approximately 850,000 square feet of new industrial, warehouse or logistic related buildings and pursue the sale of approximately 387 acres to the BNSF Railroad for an intermodal rail facility anticipated to be primarily situated in the City of Dallas.

The development agreement provides that, in addition to the private commitments, the City will provide the $22,202,370 of City Bond funds for bond-eligible infrastructure improvements. All construction and related costs in excess of the $22,202,370 City bond funding for the identified public improvements shall be paid by the developer notwithstanding changes in the scope of work required by the City. BACKGROUND (continued)

In accordance with state law, the City shall competitively bid construction contracts for the contemplated public infrastructure improvements and all such contracts will be subject to future City Council approval.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)

On June 4, 2007, this item was briefed to the Economic Development and Housing Committee.

FISCAL INFORMATION

No cost consideration to the City

OWNER DEVELOPER

Allen Development of Texas, LLC Allen Development of Texas, LLC

Daniel J. McAuliffe, President Daniel J. McAuliffe, President

MAP

Attached.

Agenda Date 06/13/2007 - page 2 Proposed Bond Improvements Allen Development of Texas, LLC

Drainage Improvements

Road Improvements

COUNCIL CHAMBER

June 13, 2007

WHEREAS, the City of Dallas deems it necessary to make certain public improvements in the area south of Interstate 20 near Bonnie View Road; and

WHEREAS, on November 7, 2006, Dallas voters approved $22,202,370 in bond funding for the construction of certain public improvements including, but not limited to, street and drainage improvements in the area south of Interstate 20 near Bonnie View Road in southeast Dallas; and

WHEREAS, the City desires to construct certain public infrastructure costs in order to promote the development of the area south of Interstate 20 near Bonnie View Road in accordance with the City's bond program; and

WHEREAS, the City of Dallas desires to enter into a development agreement with Allen Development of Texas, LLC in order to promptly complete the contemplated public improvements and to facilitate new private development in the area.

NOW, THEREFORE,

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

SECTION 1. That the City Manager is hereby authorized, upon approval as to form by the City Attorney, to execute a development agreement between the City of Dallas and Allen Development of Texas, LLC for the construction of certain public improvements in the area south of Interstate 20 near Bonnie View Road in southeast Dallas.

SECTION 2. That Allen Development of Texas, LLC shall provide certain private improvements to area south of Interstate 20 near Bonnie View Road including new industrial, warehousing and logistic-related buildings and pursue a contract for the sale of real estate to the BNSF Railrod for an intermodal rail facility anticipated to be primarily situated in the city of Dallas, among other items.

SECTION 3. That the City shall competitively bid the public improvements in accordance with state law and that the construction contracts will be subject to future City Council consideration and to the availability of funding from the sale of the associated bond funds approved by voters on November 7, 2006.

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.

Distribution: Office of Economic Development – Tenna Kirk, 2CN City Attorney's Office - Barbara Martinez City Attorney's Office – Warren Ernst

ADDENDUM ITEM # 4

KEY FOCUS AREA: Economic Development

AGENDA DATE: June 13, 2007

COUNCIL DISTRICT(S): All

DEPARTMENT: Office of Economic Development

CMO: A. C. Gonzalez, 671-8925

MAPSCO: N/A ______

SUBJECT

Authorize a master development agreement with Cherokee New Transit, LLC, and/or its affiliates, to promote Transit Oriented Development pursuant to the Public/Private Partnership Program - Financing: No cost consideration to the City

BACKGROUND

The City of Dallas has long recognized the need to encourage transit-oriented development (dense mixed-use, commercial and residential developments), around DART light rail stations. At the June 19, 2006 meeting of the Economic Development & Housing Committee, staff briefed the Committee on a proposed approach to facilitate Transit Oriented Development (TOD) at DART light rail stations in furtherance of forwardDallas! Transit oriented centers and corridors have the opportunity to support a substantial mix of retail, housing, employment and cultural facilities that create vibrant, self-sustaining neighborhoods.

Based on feedback from the committee, the Office of Economic Development (ECO) developed a Request For Qualifications (RFQ) for the development community seeking qualified, willing and able master developer(s) to undertake multiple mixed-use developments at DART light rail stations. The RFQ was posted by the City's Business Development & Procurement Services on July 15, 2006. In addition to posting on the City's web site, approximately 175 local and national development entities were sent individual notifications of the RFQ. Staff conducted a pre-proposal conference on July 31, 2006. Letters of Interest and Qualification Statements were due by September 1, 2006 and the City received three (3) submissions.

Cherokee New Transit, LLC, (“CNT”) a subsidiary of Cherokee Investment Partners, in association with Parsons Brinckerhoff PlaceMaking (Parsons Brinckerhoff Quade & Douglas, Inc.) was chosen as the most qualified and able respondent by a committee composed of City and DART staff. Since December 2006, staff has conducted a series of negotiations with the “CNT” team to define necessary terms for a development agreement that will be submitted to City Council for consideration. BACKGROUND (continued)

On March 19, 2007, staff briefed a joint meeting of the Economic Development & Housing and Transportation & Environment committees on building a thriving urban community through TOD and other opportunities. The joint committees recommended moving forward to the full City Council for consideration of (1) amendments to the City's Financial Management Performance Criteria related to tax increment financing, (2) amendments to the City's Public/Private Partnership Program including a special category for TOD, and (3) a resolution of intent authorizing staff to negotiate definitive terms for a master development agreement with CNT. On April 11, 2007, City Council approved amendments to the City's Financial Management Performance Criteria and the City's Public/Private Partnership Program as well as authorizing the City Manager to negotiate definitive documents for a master development agreement with CNT.

Minimum eligibility for consideration of City incentives through the Program requires that projects reasonably result in a cumulative investment of $300,000,000 for new mixed-use, commercial, retail and/or residential development in proximity of at least two DART light-rail transit (with one or both in Southern Dallas). Residential developments seeking incentives will be required to have a 20 percent affordable housing set aside in North Dallas and provide mixed-income housing in Southern Dallas. Further, projects must meet the City's established Good Faith Effort guidelines for M/WBE participation. Pursuant to the Act, the Programs’ Guidelines & Criteria, as amended, will be effective until April 12, 2008.

This item authorizes a master development agreement with CNT pursuant to the Public/Private Partnership Program. General terms for the agreement include the following requirements for CNT:

1. Facilitate the development of TOD projects by assembling land, conducting market research and master planning, securing zoning, developing infrastructure and marketing properties to vertical developers.

2. Produce a TOD Master Plan for consideration by the City guiding future real estate development at underdeveloped (existing and planned) station sites accounting for neighborhood context and DART line advantages.

3. Use diligent and reasonable efforts to assemble and horizontally develop sufficient land to enable a minimum of four sites for "vertical” development that will reasonably result in a minimum cumulative investment of $300,000,000 (minimum of 2 to occur Southern Sector).

4. Follow the City's Good Faith Effort plan for M/WBE participation goals and preferred contracting with businesses located within the City.

Agenda Date 06/13/2007 - page 2 BACKGROUND (continued)

5. A 20 percent affordable housing set aside for residential developments at eighty percent of median income in North Dallas and provide mixed-income housing in Southern Dallas.

In consideration of the above commitments by CNT, the City of Dallas shall consider the creation of one or more transit area tax increment finance districts and otherwise negotiate necessary and appropriate incentives provided for and authorized by the City's Public/Private Partnership Program or other applicable incentives available to the City in order to facilitate TOD projects. City Council approved incentives will be designed to provide a 12 percent Return On Investment for the TOD projects based on a pro forma, including both horizontal and vertical development.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)

On April 11, 2007, the City Council authorized the negotiation of a master development agreement with Cherokee New Transit, LLC, by Resolution No. 07-1187.

On March 19, 2007, the Economic Development & Housing Committee and the Transportation & Environment Committee were briefed on proposed amendments to the FMPC, Public/Private Partnership Program and preliminary terms for a Master Development Agreement with Cherokee Investment Partners.

FISCAL INFORMATION

No cost consideration to the City

OWNER DEVELOPER

Cherokee New Transit, LLC Cherokee New Transit, LLC

Lee Norris, President Lee Norris, President

Agenda Date 06/13/2007 - page 3

COUNCIL CHAMBER

June 13, 2007

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

WHEREAS, the City of Dallas desires to promote mixed-use, commercial, retail, and residential Transit Oriented Developments proximate to Dallas Area Rapid Transit (DART) light rail stations; and

WHEREAS, on April 12, 2006, the City Council authorized re-adoption of the Guidelines & Criteria for the Public/Private Partnership Program governing the provision of tax abatement and other economic incentives by Resolution No. 06-1105; and

WHEREAS, on December 13, 2006, the City Council authorized an amendment to the Guidelines & Criteria for the Public/Private Partnership Program to include a provision for residential tax abatements within Downtown by Resolution No. 06-3398; and

WHEREAS, on March 19, 2007, the Economic Development & Housing Committee and the Transportation & Environment Committee were briefed on proposed amendments to the FMPC, Public/Private Partnership Program and preliminary terms for a Master Development Agreement with Cherokee Investment Partners; and

WHEREAS, on April 11, 2007, the City Council authorized an amendment to the Guidelines & Criteria for the Public/Private Partnership Program to include a provision for a special category for Transit-Oriented Projects in the Guidelines and Criteria governing tax abatements and other economic development incentives by Resolution No. 07-1186.; and

WHEREAS, on April 11, 2007, the City Council authorized the City Manager to negotiate definitive terms for a Master Development Agreement with Cherokee New transit, LLC and/or its affiliates, for Transit-Oriented Development pursuant to the Public/Private Partnership Program by Resolution No. 07-1187; and

WHEREAS, the City Council has determined that the creation of employment and residential opportunities proximate to DART light rail stations is vital in eliminating unemployment and underemployment and promoting economic development in the City of Dallas; and

WHEREAS, the use of economic development incentives is a necessary tool in attracting desired Transit Oriented Development projects proximate to DART light rail stations; and

WHEREAS, Cherokee New Transit, LLC and/or its affiliates, has been selected as a desired contracting partner to promote Transit-Oriented Development; and COUNCIL CHAMBER

June 13, 2007

WHEREAS, the City desires to enter into a master development agreement with Cherokee New Transit, LLC and/or its affiliates, for Transit-Oriented Development, upon City Manager recommendation and approval to form by the City Attorney.

NOW, THEREFORE,

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

Section 1. That the City Manager is hereby authorized to execute a master development agreement with Cherokee New Transit, LLC and/or its affiliates, for Transit Oriented Development pursuant to the Public/Private Partnership Program.

Section 2. That the development agreement contemplates the development of a minimum of four transit-oriented developments subject to future City Council approval.

Section 3. That the master development agreement includes requirements for Cherokee New Transit, LLC and/or its affiliates generally described as follows :

4. Follow the City's Good Faith Effort plan for M/WBE participation goals and preferred contracting with businesses located within the City.

5. A 20 percent affordable housing set aside for residential developments at eighty percent of median income in North Dallas and provide mixed-income housing in Southern Dallas.

Section 4. That the scope, nature and location of each of the minimum of four transit-oriented developments must be approved by the Director of the Office of Economic Development to be eligible for consideration of economic incentives through the City's Public/Private Partnership Program or other applicable City incentives. COUNCIL CHAMBER

June 13, 2007

Section 5. That the City of Dallas shall consider the creation of one or more transit area tax increment finance districts and otherwise negotiate necessary and appropriate incentives provided for and authorized by the City's Public/Private Partnership Program or other applicable incentives available to the City in order to facilitate TOD projects.

Section 6. That City Council approved incentives will be designed to provide a 12 percent Return On Investment for the TOD projects based on a pro forma, including both horizontal and vertical development.

Section 7. That nothing in this resolution shall be construed as an obligation of the City of Dallas to approve Public/Private Partnership Program incentives including tax abatement, loans/grants, tax increment financing, infrastructure cost participation, or other incentives pursuant to this resolution but that such economic incentives shall be considered by the City Council at a future council date, upon recommendation of the City Manager.

Section 8. That this resolution shall take effect immediately from and after its passage in accordance with the Charter of the City of Dallas, and it is accordingly so resolved.

Distribution: Office of Economic Development – Tenna Kirk, 2CN City Attorney's Office - Barbara Martinez City Attorney's Office – Warren Ernst

ADDENDUM ITEM # 5

KEY FOCUS AREA: Economic Development

AGENDA DATE: June 13, 2007

COUNCIL DISTRICT(S): 14

DEPARTMENT: Office of Economic Development

CMO: A. C. Gonzalez, 671-8925

MAPSCO: 45L ______

SUBJECT

Authorize an amendment to Resolution No. 06-0658, previously approved on February 22, 2006, for a Historic Development Program tax abatement for the Tower Petroleum Building located at 1907 Elm Street to remove the requirement that a development agreement be executed with operational and fine dining provisions for the Hart Furniture Building – Financing: No cost consideration to the City

BACKGROUND

The owner/developer is planning an upscale hotel with approximately 125 hotel rooms and ground floor retail space. The hotel will be announced by its corporate office. The art deco Tower Petroleum Building, designed by Mark Lemmon and constructed in 1931, will be developed in conjunction with a new construction condominium project (1900 Pacific). In total, the two building project will cost approximately $116,000,000. Pacific Holdings, LTD has requested TIF funding for the two buildings in an amount not to exceed $12,000,000.

The incentives, TIF funds and historic tax abatement, are 12.8 percent of total project cost. In the past, projects have been approved for funding up to 30 percent of total project cost.

The funds are needed to rehabilitate this building and construct the new connecting tower because the cost is expected to exceed the post-construction value. There is a large amount of abatement and demolition work needed before any "added value" work takes place.

The 2005 Dallas Central Appraisal District (DCAD) appraised value of the Tower Petroleum Building is $1,350,000. The owner/developer will continue to pay taxes based on the pre-rehabilitation value. The 2005 City of Dallas taxes are estimated to be $10,012. The building is 22 stories and is 124,199 square feet (DCAD) with an average of an approximately 5,000 square foot floor plate. BACKGROUND (continued)

The Tower Petroleum restoration tax abatement was subject to Pacific 2004 Holdings, LTD, or an affiliate, executing the Development Agreement with the additional condition that there be an operational and fine dining provision for the Hart Furniture Building located at 1929-1933 Elm Street. These provisions are being removed. The authorization for the development agreement is on the same agenda.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)

On February 6, 2006, the Landmark Commission approved the Certificate of Eligibility.

On February 17, 2006, the Downtown Connection TIF District Board of Directors approved the Historic Development Program tax abatement for the Tower Petroleum Building.

On February 22, 2006, the City Council authorized a Historic Development Program tax abatement for the Tower Petroleum Building located at 1907 Elm Street, for fifteen years on the added value of the structure only (land and existing improved value not included) by Resolution No. 06-0658.

On September 5, 2006, the Economic Development and Housing Committee was briefed on the Tower Petroleum Building (1907 Elm Street) and 1900 Pacific as well as the Hart Furniture Building.

On May 2, 2007, the City Council was briefed on the Tower Petroleum Building (1907 Elm Street) and 1900 Pacific as well as the Hart Furniture Building.

FISCAL INFORMATION

No cost consideration to the City

OWNER DEVELOPER

Pacific 2004 Holdings, Ltd. Pacific 2004 Holdings, Ltd.

Rita Sweeney, Principal Rita Sweeney, Principal

MAP

Attached.

Agenda Date 06/13/2007 - page 2 Tower Petroleum ---- .. -- - _.... - -

COUNCIL CHAMBER

June 13, 2007

WHEREAS, Division 51A-11.100 of the Dallas Development Code establishes the Historic Development Program, which provides incentives for the rehabilitation of historic structures; and

WHEREAS, Division 51A-11.100 of the Dallas Development Code requires that the City Council review and approve by resolution any application for a Historic Development Program tax abatement exceeding $50,000; and

WHEREAS, the property located at 1907 Elm Street, with tax I.D. No. 00000101530000000, is a contributing structure known as the Tower Petroleum Building; and

WHEREAS, the property is an important City of Dallas landmark in the Harwood Historic District; and

WHEREAS, the City Council finds that it is in the public interest to preserve this historic building; and

WHEREAS, the property is located within an Urban Neighborhood and is eligible for a maximum ten-year rehabilitation tax abatement on the structure only (excluding land and adjoining structures) and a five-year tax abatement on the structure only (excluding land and adjoining structures) for conversion of more than 65 percent of the historic property's street frontage to ground-floor retail use which will total an estimated $2,887,877; and

WHEREAS, Dallas Development Code Section 51A-11.103(f)(2) requires that all rehabilitation must be completed and a certificate of occupancy must be obtained for the historic property within three years after the date of certificate of eligibility; and

WHEREAS, a certificate of eligibility for a City property tax abatement was issued by the Landmark Commission on February 6, 2006; and

WHEREAS, the Downtown Connection TIF District Board of Directors recommended approval of the Historic Development Program tax abatement for the Tower Petroleum Building on February 17, 2006, with such approval subject to the applicant agreeing to meet certain additional requirements to be set out in a separate development agreement for tax increment financing subsidizing the redevelopment of the Tower Petroleum Building (the "Development Agreement"); and

WHEREAS, on February 22, 2006, the City Council authorized a Historic Development Program tax abatement for the Tower Petroleum Building located at 1907 Elm Street, for fifteen years on the added value of the structure only (land and existing improved value not included) by Resolution No. 06-0658; and COUNCIL CHAMBER

June 13, 2007

WHEREAS, on September 5, 2006, the Economic Development and Housing Committee was briefed on the Tower Petroleum Building (1907 Elm Street) and 1900 Pacific as well as the Hart Furniture Building; and

WHEREAS, on May 2, 2007, the City Council was briefed on the Tower Petroleum Building (1907 Elm Street) and 1900 Pacific as well as the Hart Furniture Building; and

WHEREAS, the property owner has fulfilled all the requirements of application for the City property tax abatement, including submitting proof that property taxes and any City fees, fines, and penalties are not delinquent on the property.

NOW, THEREFORE,

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

Section 1. That Section 2 (h) of Resolution No. 06-0658, approved on February 22, 2006, requiring that a development agreement for the Tower Petroleum project be executed with operational and fine dining provisions for the Hart Furniture Building, be deleted.

Section 2. That this resolution shall take effect upon execution of the Development Agreement meeting the additional requirements specified herein in accordance with the Charter of the City of Dallas, and it is accordingly so resolved.

Distribution: Office of Economic Development, Dorcy Clark, 2CN Office of Economic Development, Tenna Kirk, 5CS City Attorney's Office, John Rogers ADDENDUM ITEMS # 6,7

KEY FOCUS AREA: Economic Development

AGENDA DATE: June 13, 2007

COUNCIL DISTRICT(S): 14

DEPARTMENT: Office of Economic Development

CMO: A. C. Gonzalez, 671-8925

MAPSCO: 45L ______SUBJECT

Downtown Connection TIF District

* Authorize (1) a development agreement with Pacific 2004 Holdings, Ltd., to provide funding for TIF-eligible project costs related to the development and redevelopment of the Tower Petroleum Building located at 1907 Elm Street and 1900 Pacific Avenue in Tax Increment Financing Reinvestment Zone Eleven (Downtown Connection TIF District); and (2) the Downtown Connection TIF District Board of Directors to dedicate the subsidy from future Downtown Connection TIF District revenues in accordance with the development agreement - Not to exceed $12,000,000 - Financing: Downtown Connection TIF District Funds

* A resolution declaring the intent of Tax Increment Financing District Reinvestment Zone Number Eleven (Downtown Connection TIF District) to reimburse Pacific 2004 Holdings, Ltd., for certain TIF-eligible project costs pursuant to the development agreement with Pacific 2004 Holdings, Ltd., for the development and redevelopment of the Tower Petroleum Building located at 1907 Elm Street and 1900 Pacific Avenue in the Downtown Connection TIF District – Financing: No cost consideration to the City

BACKGROUND

Staff has been working with the Rita and Lawrence Sweeney, representatives of 2004 Pacific Holdings, Ltd., on the renovation of the Tower Petroleum Building and construction of 1900 Pacific.

In total, the two building project will cost approximately $116,000,000 Pacific 2004 Holdings has requested TIF funding for the two buildings in an amount not to exceed $12,000,000.

Pursuant to the goals and objectives of the Downtown Connection TIF District Project Plan and Reinvestment Zone Financing Plan, the Downtown Connection TIF District Board of Directors will dedicate future revenues in the District pursuant to a development agreement to fund TIF-eligible project costs related to the project.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)

On December 8, 2004, City Council authorized the adoption of the revised Public/Private Partnership Guidelines and Criteria governing tax abatement agreements and other incentive programs, including infrastructure cost participation, development fee rebates, public improvement districts, and tax increment financing districts by Resolution No. 04-3462.

On February 23, 2005, City Council authorized the adoption of the Criteria for Evaluating Proposed Tax Increment Financing Districts by Resolution No. 05-0745.

On June 8, 2005, City Council authorized the establishment of Tax Increment Financing Reinvestment Zone Number Eleven (Downtown Connection TIF District) to promote development and redevelopment in the Uptown and Downtown areas through the use of tax increment financing by Ordinance No. 26020.

On June 8, 2005, City Council authorized sponsoring the Downtown Dallas Development Authority (DDDA) as a local government corporation to promote the City, including the development of the geographic areas of the City included within the City Center TIF District and the Downtown Connection TIF District by Resolution No. 05-1755.

On February 9, 2006, the Downtown Connection TIF District Board of Directors reviewed and approved TIF funding for the Tower Petroleum Building located at 1907 Elm Street and 1900 Pacific in an amount not to exceed $12,000,000, subject to several conditions.

On February 22, 2006, the City Council authorized a Historic Development Program tax abatement for the Tower Petroleum Building located at 1907 Elm Street by Resolution No. 06-0658.

On September 5, 2006, the Economic Development and Housing Committee was briefed on the Tower Petroleum Building located at 1907 Elm Street and 1900 Pacific.

On May 2, 2007, the City Council was briefed on the Tower Petroleum Building located at 1907 Elm Street and 1900 Pacific.

Agenda Date 06/13/2007 -page 2 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) (continued)

On June 6, 2007, the Downtown Connection TIF District Board of Directors and Downtown Dallas Development Authority reviewed and considered revisions to the Tower Petroleum Building located at 1907 Elm Street and 1900 Pacific proposed development agreement allowing TIF funding in an amount not to exceed $12,000,000. A motion to consider the revisions was taken but failed to carry due to lack of a second.

FISCAL INFORMATION

$12,000,000 - Downtown Connection TIF District Funds

OWNER DEVELOPER

Pacific 2004 Holdings, Ltd. Pacific 2004 Holdings, Ltd.

Rita Sweeney, Principal Rita Sweeney, Principal

MAP

Attached.

Agenda Date 06/13/2007 -page 3 \ .\ r r l ,, ' ..).,. , Tower Petroleum Building ...JJ _.~ -- ,=-, "u COUNCIL CHAMBER

June 13, 2007

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

WHEREAS, on December 8, 2004, the City Council authorized the adoption of the revised Public/Private Partnership Guidelines and Criteria governing tax abatement agreements and other incentive programs, including infrastructure cost participation, development fee rebates, public improvement districts, and tax increment financing (“ TIF”) districts by Resolution No. 04-3462; and

WHEREAS, on June 8, 2005, the City Council authorized the establishment of Tax Increment Financing Reinvestment Zone Number Eleven (the “Downtown Connection TIF District”) in accordance with the Tax Increment Financing Act, as amended, Chapter 311 of the Texas Tax Code, Vernon’s Texas Codes Annotated (the “Act”) to promote development and redevelopment in the Uptown and Downtown areas through the use of tax increment financing by Ordinance No. 26020; and

WHEREAS, the Downtown Connection TIF District was created to finance public improvements and associated project costs to be made at the discretion of the City Council as the City Council finds necessary or convenient for the implementation of the Downtown Connection TIF District Project and Financing Plan; and

WHEREAS, on June 8, 2005, the City Council authorized the establishment of the Downtown Dallas Development Authority (the “DDDA”) as a local government corporation for the public purpose of aiding, assisting, and acting on behalf of the City in the performance of its governmental functions to promote the City, including the development of the geographic areas of the City included within Tax Increment Financing Zone Number Five (the “City Center TIF District”) and the Downtown Connection TIF District by Resolution No. 05-1755; and

WHEREAS, on August 26, 2005, pursuant to the conditions and obligations of the Forest City Development Agreement, the Downtown Connection TIF District Board of Directors approved a proposal for the issuance of the Downtown Dallas Development Authority Contract Tax Increment Revenue Bonds in two series (collectively the “ Bonds”), the first to be issued on March 8, 2006, and the second to be issued in 2007 by the DDDA to fund the redevelopment of the Mercantile Block, the Continental Building and the Atmos Complex, which are anticipated to be catalyst projects located within the Downtown Connection TIF District; and

WHEREAS, on August 29, 2005, the City Council authorized the adoption of the Downtown Connection Tax Increment Financing District Project Plan and Reinvestment Zone Financing Plan (the “Project and Financing Plan”) by Ordinance No. 26096; and COUNCIL CHAMBER

June 13, 2007

WHEREAS, on February 9, 2006, the Downtown Connection TIF District and the Downtown Dallas Development Authority Board of Directors established a priority for committing TIF revenues ("Priority Schedule") including encumbrances for bonds issued or to be issued, certain Uptown project improvements; and

WHEREAS, on February 9, 2006, the Downtown Connection TIF District Board of Directors reviewed and approved TIF funding for Tower Petroleum Building located at 1907 Elm Street and 1900 Pacific in an amount not to exceed $12,000,000, subject to several conditions; and

WHEREAS, on September 5, 2006, the Economic Development and Housing Committee was briefed on the Tower Petroleum Building located at 1907 Elm Street and 1900 Pacific; and

WHEREAS, on May 2, 2007, the City Council was briefed on the Tower Petroleum Building located at 1907 Elm Street and 1900 Pacific; and

WHEREAS, on June 6, 2007, the Downtown Connection TIF District Board of Directors and Downtown Dallas Development Authority reviewed and considered revisions to the Tower Petroleum Building located at 1907 Elm Street and 1900 Pacific proposed development agreement allowing TIF funding in an amount not to exceed $12,000,000. A motion to consider the revisions was taken but failed to carry due to lack of a second; and

WHEREAS, the expenditure of TIF funds supporting this development is consistent with promoting development and redevelopment of the Downtown Connection TIF District in accordance with the purposes for its creation, the City’s revised Public/Private Partnership Guidelines and Criteria, the ordinance adopted by the City Council approving the Project and Financing Plan, and is for the purpose of making public improvements consistent with and described in the Project and Financing Plan for the Downtown Connection TIF District.

NOW, THEREFORE,

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

June 13, 2007

Section 1. That following approval as to form by the City Attorney, the City Manager is hereby authorized to execute a development agreement with Pacific 2004 Holdings, Ltd., in an amount not to exceed $12,000,000 for the purpose of funding historic facade renovation, environmental remediation, interior and exterior demolition and other related TIF-eligible Project Costs, necessary for the redevelopment of Tower Petroleum Building located at 1907 Elm Street and 1900 Pacific Avenue in Tax Increment Financing Reinvestment Zone Eleven (Downtown Connection TIF District).

Section 2. That Pacific 2004 Holdings, Ltd., may assign this Agreement to an Affiliate of Pacific 2004 Holdings, Ltd. (hereinafter defined), with approval from the Director of the Office of Economic Development, if such Affiliate expressly assumes all of the obligations of Pacific 2004 Holdings, Ltd. under this Agreement for the balance of the term of this Agreement. Pacific 2004 Holdings, Ltd.’s “Affiliates”, as used herein, includes any parent, sister, partner, joint venture or subsidiary entity of Pacific 2004 Holdings, Ltd. or any entity in which Pacific 2004 Holdings, Ltd. is a major shareholder, owns an equity interest or is a joint venture or partner (whether general or limited).

Section 3. That the Controller be and hereby is authorized to encumber and disburse funds from Fund 0044, Dept. ECO, Unit P305, Object 3072, Activity DTTI, Program # DCTIF001, CT ECOP305H049, Vendor No. VC0000003084 in an amount not to exceed $12,000,000.

Section 4. That nothing in the resolution shall be construed to require the City to approve reimbursement from any source of City funds other than the Downtown Connection TIF District Fund. Any funds expended by Pacific 2004 Holdings, Ltd. or its Affiliate under the development agreement for TIF-eligible project costs that remain unpaid due to lack or unavailability of Downtown Connection TIF District funds shall no longer be considered project costs of the Downtown Connection TIF District, and the obligation of the Downtown Connection TIF District or the City to reimburse Pacific 2004 Holdings, Ltd. or its Affiliate shall automatically expire.

Section 5. That Pacific 2004 Holdings, Ltd. will be reimbursed for TIF eligible expenditures, not to exceed the amount of increment earned, once all contingencies are met and if and when increment becomes available, after annual Downtown Connection TIF District bond and reserve obligations are met, and after all Uptown project improvements have been funded, unless included in the 2006 bond package.

Section 6. That the Term Sheet attached herein materially describes all of the terms and contingencies which must be performed or occur.

Section 7. That, Pacific 2004 Holdings, Ltd. or its Affiliate not perform one or more of the contingencies listed above, the City Manager is authorized to terminate the development agreement and disallow payment of the entire TIF subsidy up to $12,000,000. COUNCIL CHAMBER

Section 8. That this resolution shall take effect immediately from and after its passage in accordance with the Charter of the City of Dallas, and it is accordingly so resolved.

Distribution: Office of Economic Development - Tenna Kirk, 5CS Office of Economic Development - Dorcy Clark, 2CN City Attorney's Office - Barbara Martinez CITY OF DALLAS

June 6, 2007 ? Rita Sweeney L!:lc!~ Pacific 2004 Holdings, ~ _. 201 N. Harwood Street, Suite 400 Dallas, Texas 75201

Dear Rita: Since the initial review of your project by City staff and the Downtown Connection TIF District Board of Directors, the City has adopted a procedure related to acceptance of term sheets prior to Board review of TIF funding requests and amendments. The intent of this letter is to provide updated terms being offered by City staff to you in connection with a proposed Tower Petroleum/1gOO Pacific Project located in downtown Dallas. The purpose of this nonbinding letter is to describe general terms related to potential City financial participation in the proposed development. The purpose of this nonbinding letter of intent is to present an outline of certain of the proposed terms of the proposed transaction to the City Council and to use as a basis for the preparation of definitive documents; however, unless and until approval of the City Council is obtained and mutually satisfactory definitive documents are executed and delivered, any party may discontinue negotiations hereunder and no party shall be bound. All proposed terms require final approval by the Dallas City Council.

1. Owner. A limited entity to be known as PACIFIC 2004 HOLDINGS, LTD, ("Owner").

2. Project. The project (the "Project" or "Property"), comprising the renovation and construction of a mixed-use commercial development located at both 1907 Elm Street (the ''Tower Petroleum Building") and at 1900 Pacific ("1900 Pacific"), will include the following components:

A. Hotel. A minimum of 125 hotel rooms utilizing a minimum of 64,800 square feet of space.

B. Residential. Residential units utilizing a minimum of 150,000 square feet of space, to be located in 1900 Pacific, of which a minimum of 30 percent of the space, 45,000 square feet, must be sold or rented prior to TIF payment.

C. Retail. A minimum of 6,500 square feet of retail space to be located in the basements or on the first or second floors of the Tower Petroleum and 1900 Pacific buildings, with no less than 3,000 square feet of

FINAL2 leaseable retail space to be located on the ground floor of the Tower Petroleum Building. A minimum of 50 percent of the 6,500 square feet of retail space, 3,250 square feet, must be occupied prior to TIF payment. If 50 percent of the retail space is not occupied by the time of TIF payment, $750,000 of the TIF funds shall be withheld. The Owner shall strictly adhere to the classifications for acceptable, conditional and undesirable uses as listed in the attached document.

D. Invest. Investment of a minimum of $90,000,000 into the Project. The term "Invest" or "Investment" means the sum of all acquisition costs, construction costs (hard and soft) paid, payable or actually incurred by or on behalf of the Developer, with respect to the Property and the improvements thereon. Construction related soft costs include the following items: architecture and engineering, interior design, appraisals, insurance and financing costs. The owner must provide verification of all expenditures.

E. Landmark Commission. Developer shall be responsible for the design of the Project Improvements and shall abide by the recommendations of the City of Dallas Landmark Commission.

F. Hotel Operator/Brand. The Director of the Office of Economic Development shall approve the brand of the hotel component of the Project prior to the Developer making a public announcement concerning the brand and operator of the Project. The Project shall substantially conform to the conceptual plans (including site plans) approved by the Director of the Office of Economic Development, to be reviewed and approved by December 31, 20rf'tl The Project's substantial conformance to the approved conceptual plans and the Developer's recruitment of an upscale hotel operator satisfactory to the Director of the Office of Economic Development are required elements for the City's financial participation in the project.

G. Good Faith EfforUFair Share Agreement. The Developer shall make commercially reasonable efforts to comply with the City's Good Faith Effort Policy and Downtown Connection TIF District Fair Share Agreement adopted by the Downtown Connection TIF District Board of Directors on August 10, 2006. For purposes of this Project, however, the Developer's goals will be 25% participation by M/WBE firms for all construction work relating to the TIF Improvements and 13% participation for the construction work relating to all other costs of the Project Improvements as recommended by Downtown Connection TIF District Board of Directors prior to the final adoption of the Fair Share Agreement policy.

H. Affordable Housing. The housing type (owner-occupied or rental) shall be declared by Owner six months prior to the Certificate of Occupancy. The Developer shall satisfy the City's affordable housing requirement by electing, no later than six months prior to the date agreed for the issuance of a certificate of Occupancy for the residential tower, one of the following options (options 2 and 3 are only available to a

FINAL2 condominium development), in accordance with the Downtown Connection TIF District Plan:

1. To set aside at least 10% or an estimated 13 of the residential units in the Property as Affordable (defined herein). The affordable housing requirement shall be adjusted to reflect that ten percent of the total number of residences actually constructed in the Property is set aside as affordable. Affordable shall mean that the unit is made available to Moderate-income families (defined herein) at a sales price not to exceed $135,000. Each Affordable unit in the Property shall be a minimum of 550 square feet in size. "Moderate-income families" shall mean an individual or family whose annual income does not exceed eighty percent (80%) of the median income for the Dallas area Standard Metropolitan Statistical Area ("SMSA"), as determined by the United States Department of Housing and Urban Development "HUD"), with adjustments for smaller and larger families. The Director may approve increases in these maximum purchase prices in writing upon a showing of good cause and in his sole judgment.

2. To opt out at a cost of ten percent of the median unit price per Affordable unit (median price unit x 10% x 13) (the "Buy Out Option"). The Buy Out Option shall be paid in part at the time the residential units in the Property are sold in the amount of one tenth the median price, after deduction of any amounts added to the sale price for upgrades and additions, (ie. if the median unit price is $350,000, net of upgrades and additions, then each affordable unit shall be $35,000, and the payment amount for each unit sold shall be $3,500). The median unit price shall be determined by a certified price list to be provided to the City on the date in which the certificate of occupancy is issued. In this example, the total Buy Out Option would be $35,000 x 13 = $455,000. The balance of the Buy Out Option, however, shall become finally due and payable to the City no later than eighteen months after the certificate of occupancy has been issued for the Project. The Developer shall pay the Buy Out Option by this date whether or not all the residential units have been sold. Should the Developer pay the Buy Out Option in lieu of providinq Affordable units in the Property, the Developer shall make available information pertaining to the City of Dallas' Homeownership Loan Program, including contact information, on residential marketing materials.

3. Subject to the approval of the Downtown Connection TIF District Board of Director, the City Council, and the Dallas County, the developer can provide the equivalent amount of units in an alternative project within the freeway 100p/CBD ("Transfer Obligation") in accordance with the Downtown Connection TIF District Project and Financing Plan affordable housing policy.

FINAL2 I. Affirmative Fair Housing. Developer further agrees to market the Property pursuant to the Affirmative Fair Housing and Marketing Plan approved by City. Should City request amendments from time to time to the marketing pian to improve its effectiveness, Developer shall cooperate in good faith to reach mutual agreement on reasonable modifications to the plan.

3. Reguired Milestone Dates. The following dates will be required as part of the project contingencies for TIF payment:

A. Announcement of hotel brand and executed agreement for hotel by December 13,2007

B. Application for building permits for Tower Petroleum and 1900 Pacific by June 13,2009

C. Start Construction for Tower Petroleum and 1900 Pacific by August 13, 2009

D. Certificate of Occupancy for Tower Petroleum and 1900 Pacific by December 13, 2011

The inability to meet these milestone dates will nullify TIF financial commitments to the project.

4. TIF Funding.

A. In consideration of the project improvements and provided that all additional requirements and deadlines are met, the City agrees to dedicate to the Developer from future revenues available in the Tax Increment Fund an amount not to exceed $12,000,000 for actual expenditures incurred for TIF eligible Project Costs. Actual expenditures will be based on receipts of TIF eligible work.

Note: Unlike TIF projects requiring a public bid process and advance of funds to the City, there will be no interest accrual.

B. TIF eiigible Improvements 1. A detailed budget and description of TIF improvements is attached. 2. The site construction shall be in general conformance with the attached site plan. 3. The building renovation and new construction_shall be in general conformance with the attached elevations/plans.

The details of Section B are subject to changes as approved by appropriate Boards and/or Commissions.

FINAL2 C. Increment Disclaimer. In any case, if the appraised values of the remaining property in the Downtown Connection TIF District remains constant or decreases in value, the TIF Subsidy for that year may be reduced or unpaid due to the lack of available increment. The TIF Subsidy shall be paid solely from the Tax Increment Fund, if and when tax increments are received and available for such purpose, during the life of the Downtown Connection TIF District (including collection of the 2035 tax increments in calendar year 2036) subject to the limitations on repayment provided in the final City Council authorized Agreement.

5. Project Prioritization. Assuming all other conditions for payment have been met, the City will administer the payment of the TIF Subsidy annually pursuant to the City's policy directive for the sharing of future revenues in the Tax Increment Fund among completed projects within the Downtown Connection TIF District as described below. The TIF Subsidy will become eligible for payment from the Tax Increment Fund upon the satisfaction of the following prior obligations shown below as (i) through (vii) of the Downtown Connection TIF District:

(i) First, the payment of all principal of, interest on, premium (if any) and to fund any reserves necessary or desirable in connection with the Bonds, at the respective times and in the respective amounts as fixed and prescribed in the City Council Resolution or Resolutions pursuant to which such Bonds are issued by the DDDA and to pay any DDDA obligations which are on a parity with such Bonds;

(ii) Second, the payment of any fees and expenses of the trustee and paying agent/registrar due and owing;

(iii) Third, reimbursement to the City for any and all staff costs, administrative costs and other costs and expenses of the City and the Downtown Connection TIF District;

(iv) Fourth, the payment of any other DDDA obligations which are subordinate to the Bonds but are related to the DDDA's role in issuing the Bonds and administering contracts to be funded with the Bond proceeds;

(v) Fifth, reimbursement to the City for any grant or loan payments made to the DDDA to cover debt service on the Bonds or other DDDA obligations pursuant to the Chapter 380 Program necessary as a result of any shortfalls in tax increment of the Downtown Connection TIF District;

(vi) Sixth, the funding of the Woodall Rodgers Deck Park in the amount of $3,000,000. The funding for the Woodall Rodgers Deck Park is anticipated to be funded with 2006 general obligations bonds and, if and when the bonds have been issued for the improvements listed in (vi) they shall be removed from this list of TIF District obligations.

(vii) Seventh, the funding of the following prior obligations of the Downtown Connection TIF District Tax Increment Fund: obligations pursuant to

FlNAL2 the County ILA, the rights of Forest City pursuant to the Forest City Development Agreement including, but not limited to, the Main Street Gardens Park, the Woodall Rodgers Deck-Over Park, the Cedar Springs Median, and the McKinney Avenue Trolley extension in the total approximate amount of $20,500,000 less any amount by which funding for these projects is obtained from other sources other than Tax Increment Fund such as 2006 general obligation bond funds or the proceeds of debt on which tax increment has been piedged. The funding for all improvement listed in (vii) are anticipated to be funded with 2006 general obligations bonds and, if and when the bonds have been issued for the improvements listed in (vii) they shall be removed from this list of TIF District obligations

(viii) Eighth, the reimbursement to Pacific 2004 Holdings, Ltd. pursuant to the Tower Petroleum/1900 Pacific Agreement for the Tower Petroleum and 1900 Pacific Project in an amount not to exceed $12,000,000 for TIF eligible Project Costs related to the project.

(ix) Ninth, the payment of development projects, should all conditions be met, based on the disbursement method.

6. Timing. Time is of the essence and Owner's ability to timely perform is a material inducement to the City to provide financial incentives for the Project.

If these terms are not acceptable, please submit alternative terms. If alternative terms are submitted, the timing of City Council action may be altered.

7. City Council. Owner acknowledges and agrees that deadlines and additional conditions are likely to be imposed by the City Council and, once established, will require further action of the City Council to modify such deadlines and additional conditions, unless otherwise allowed for in the development agreement in exchange for additional consideration. Be aware, that any change in the minimum private investment, scope of the project or timing of the project will require TIF Board and City Council approval. City commitments to the project may be re-evaluated at that time if project completion is delayed or the scope of the project is reduced in any manner.

The City will use reasonable efforts to present this nonbinding letter of intent to the City Council as soon as possible.

The Development Agreement must be signed by Owner prior to City Council action.

This letter supersedes all prior meetings and correspondence. Please call me if you have any questions or concerns.

We look forward to hearing back from you and hope that these terms are acceptable to Owner.

FINAL2 Sincerely,

Consent of terms:

PACIFIC 2004 HOLDINGS, LTD, ~~ .f}ita Sweeney ! rcs . cJ .,«r.' tJ'j

FINAL2 8udgeWry fSlimmeTIF - June 07{il) xts

TOWER PETROLEUM 11900 PACIFIC EXHIBIT A: COST ESTIMATES OF EXTERIOR REHABILITATION·TIF Eligible Description Quantity Unit Cost per unit Budget Allowance Division 1 • General Conditions General Conditions 1 allow $300.000.00 $300,000.00 Scaffolding 120 days $6§0~(}0 379,200.00 ~. ~..sJ1J,j£tilL. .~•.-.:!i;>7 9.200 00. Division 2 • Site Work TP 1 bid $570,000.00 1900 Pacific Demolition 1 bid $3,432,000.00 New Sidewalk 1900ITP 5,470 sJ. $14.40 $78,768.00 Landscape 1900ITP 1 allow $50,00000 350,000.00 subto,-"ta",-I__.~._~.±J;>-.9J68,00 Division 3 • Concrete

Division 4 • Masonry Restoration (N,S,W) 25,545 sJ. $13.80 $352,521.00 Limestone Restoration 4,133 s.f. $15.00 $61,995.00 Granite Restoration 1,634 s f. $1860 $30.392.40 Openings 1 allow $25,200.00 $25,200.00 TerraCotta Restoration 16,497 s.f. $1380 $227,658.60 Parapet Restoration 785 If $29.40 $23,079.00

Division 5· Metals Restoration 800 s.f. $54,00 343,200.00

$43,200.00 Division 6 • Wood and Plastics

Division 7 - Thermal and Moisture Protection

Division 8 ~ Doors and Windows VJ"itldow Restoration 282 each $1.854.00 $522,828.00 VVmdow Restoration 287 each $2,16000 $619,920.00 Restoration 36 each $'.380.00 549,680.00 New Bronze Storefront 1285 sf 521600 $277,560.00 Doors 8 each $30.000.00 $240,000.00 Transom Onrtes 325 sf 5300.00 $97,5oo.OQ _~.u_bJ9taL ••_~ $.:L"lQ? ,1,88,99' Division 9 - Finishes Paint '1 allow $35.000.00 535,00000 S35,OOO.QQ Division 10 ~ Speciatties (street level) 8 -each $25.000.00 $200,000,00

Division 11 - Equipment

Division 12 - Furnishings

Division 13 - Special Construction

Division 14 - Conveying Systems

Division 15 ~ Mechanical

Division 16 ~ Electrical Exterior Lighting TP 1 allow $237,600.00 bUildIng) 1 allow 5102,00000 subtotal 5 339,600,00 Budgetary Summary

Subtotal $7,656,102.00 +6% oil) 10.00% $765,610.20 Total Construction Es/imate $8.421,71220 Conlingency 1000% ..$842,17122 sub-total $9,263,88342 A & E Fees! Expenses 1500% $1,389,58251 SUB·TOTAL $10,653,46593

Abatement-TP 1 est $1,790,400.00 $1,790,400,00 Pacific 1 est $1,410,000.00 $J ,41Q,()()0,OO SUB-TOTAL $13,8538659:?

Expenses 7.00% $648,471.84 TOTAL $14,502,337,77

TIF funds may not exceed $12,000,000. \

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THETOWERPETROLEUM BUILDING REDEVELOPMENT MASTERPLAN ElmStreet at 51.Puul·nene, TCXIllI

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June 13, 2007

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

WHEREAS, on approved December 8, 2004, the City Council authorized the adoption the revised Public/Private Partnership Guidelines and Criteria governing tax abatement agreements and other incentive programs, including infrastructure cost participation, development fee rebates, public improvement districts, and tax increment financing (“ TIF”) districts by Resolution No. 04-3462; and

WHEREAS, on June 8, 2005, the City Council approved establishing Tax Increment Financing Reinvestment Zone Number Eleven, City of Dallas, Texas (the “Downtown Connection TIF District”) in accordance with the Tax Increment Financing Act, as amended, Chapter 311 of the Texas Tax Code, Vernon’s Texas Codes Annotated (the “ Act”) to promote development and redevelopment in the Uptown and Downtown areas through the use of tax increment financing by Ordinance No. 26020; and

June 13, 2007

WHEREAS, on February 9, 2006 and May 31, 2007, the Downtown Connection TIF District Board of Directors reviewed and approved TIF funding for Tower Petroleum Building located at 1907 Elm Street and 1900 Pacific in an amount not to exceed $12,000,000, subject to several conditions as described in the term sheet; and

WHEREAS, on February 22, 2006, the City Council authorized an Historic Development Program tax abatement for the Tower Petroleum Building located at 1907 Elm Street, for fifteen years on the added value of the structure only (land and existing improved value not included) by Resolution No. 06-0658; and

WHEREAS, on September 5, 2006, the Economic Development and Housing Committee was briefed on the Tower Petroleum Building located at 1907 Elm Street and 1900 Pacific; and

WHEREAS, on May 2, 2007, the City Council was briefed on the Tower Petroleum Building located at 1907 Elm Street and 1900 Pacific; and

NOW, THEREFORE,

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

Section 1. That the findings, determinations and certifications contained in the recitals above are incorporated herein for all purposes.

Section 2. That the issuer expects to incur debt as one or more series of obligations for the purpose of paying the costs of the Projects. The following is a general functional description of the Project for which the expenditures to be reimbursed or paid and a statement of the maximum principal amount of debt expected to be issued for such reimbursement purposes.

Project Description Debt to be Issued Public Infrastructure improvements located not to exceed $12,000,000 as within Reinvestment Zone Number Eleven provided by the Project Plan and (Downtown Connection TIF District) as Reinvestment Zone Financing shown on Exhibit A, attached hereto Plan and the Development Agreement COUNCIL CHAMBER

June 13, 2007

Section 3. That the total Downtown Connection TIF District participation in the cost of construction of the public improvements for Pacific 2004 Holdings, Ltd., or its Affiliate's development of the Tower Petroleum Building and 1900 Pacific shall not exceed an amount of $12,000,000, all in accordance with the terms of the development agreement.

Section 4. That nothing in the resolution shall be construed to require the City to approve reimbursement from any source of City funds other than the Downtown Connection TIF District Fund. Any funds advanced by Pacific 2004 Holdings, Ltd., or its affiliates under the development agreement that remain unreimbursed, due to lack or unavailability of Downtown Connection TIF District funds shall no longer be considered projects costs of the Downtown Connection TIF District, and the obligation of the Downtown Connection TIF District or the City to reimburse Pacific 2004 Holdings, Ltd., or its affiliates shall automatically expire.

Section 5. That this resolution shall take effect immediately after its passage, in accordance with the Charter of the City of Dallas, and it is so accordingly resolved.

Distribution: Office of Economic Development - Tenna Kirk, 5CS Office of Economic Development - Dorcy Clark, 2CN City Attorney's Office - Barbara Martinez EXHIBIT A

EXHIBIT A: OF EXTERICIR "1"HABILITATION-TIF Eligible Cos! per Ufut

$30tlOO{}Oa 2:0

iP 1 bid 1900 1 bid 5,470 sf $1440 373,16800 1 anew

Restoration 25,545 sf $131j() $352,52100 Limestone r<£?stombon 4 33 sf $1500 $61.995.00 Grarute Restoration 1634 SHL60 ~~:J,J"L 40 al1(yw $25,20000 S,25,20't)(JO TerrBCotta Restoration 1EL49'1 s.t $1380 $227 P"fal:l

Division 6 Wooo BInd Plastics

Division 8 and Vv'jndcw5 W'lndc)w Reetorat.on $1 $522)32800 Vi;naow Reator.atson $2 veooc $6'tG,92D(')(J Rearorettcrt 36 $138000 $496800D Nr:0'J'J Bn)nZB $216 S,2T7.5i1000 Dours 8 each $30,000.00 S240,OGO.OD 325 sf $9J,500.00

$35,000.00

$200,000.00

$339,60000 $7 102JJO $785,81020 $8,421 20 10

A& 15 SU!FiOTAL

est $1 790AOOOO S1,790AOO 00 Pacific est SUB-TOTAL

TOTAL

TIF funds may not exceed $12,000,000.

ADDENDUM ITEM # 8

KEY FOCUS AREA: Economic Development

AGENDA DATE: June 13, 2007

COUNCIL DISTRICT(S): 14

DEPARTMENT: Office of Economic Development

CMO: A. C. Gonzalez, 671-8925

MAPSCO: 45 L Q ______

SUBJECT

Authorize Supplemental Agreement No. 2 to the development agreement among the City of Dallas, the Downtown Dallas Development Authority (DDDA), FC Merc Complex, L.P., FC Continental Complex, L.P., FC Atmos, Inc., FC Lessee (collectively Forest City) to extend the completion date of the Continental Building from October 3, 2009 to June 3, 2011 and, in consideration for the extension and without affecting existing conditions and penalties of the development agreement for delaying development of the Atmos Complex, Forest City shall agree to (1) delay the first TIF payment from completion of environmental remediation to start of construction on the Continental Building as evidenced by execution of the construction contract; (2) initiate a due diligence process on the Atmos Complex and advise the City by December 31, 2007, of their future intentions regarding redevelopment of the property; (3) provide a timetable, including a construction schedule and completion date for the Atmos Complex if the decision is made to go forward with such redevelopment; and (4) make available for use by the City, at the option of the City, the ground floor of the Continental Building after Forest City vacates the premises of their temporary offices - Financing: No cost consideration to the City

BACKGROUND

This item will revise the provisions of Section 2.02 and 2.03(a) of the Development Agreement to allow for a twenty month completion extension. The extension has been requested because the development team believes the completion of the Mercantile complex and the Main Street Gardens park will substantially enhance the marketability of the Continental Building residential units. City staff recommends making this accommodation with the consideration of the initial payment delay, completion of the Atmos Complex due diligence process and option for the City to use Continental ground floor space once Forest City relocates their temporary office. If the due diligence process results in a decision to proceed with redevelopment, Forest City will provide start and completion dates for the Atmos Complex. BACKGROUND (continued)

The existing development agreement allows for $2,500,000 of the up to $10,000,000 TIF assistance to be made available once the environmental remediation is complete. Forest City plans to begin the process of environmental remediation as well as demolition as originally scheduled. However, the construction of the building will be delayed. By approval of this action, the $2,500,000 will be delayed to correspond to the start of construction as evidenced by the execution of the construction contract.

To date, Forest City has made considerable investment in the Continental Building including $6,500,000 in acquisition cost and $1,000,000 in architectural fees. An additional $1,000,000 will be spent on demolition and environmental mitigation.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)

On December 8, 2004, City Council adopted the revised Public/Private Partnership Guidelines and Criteria governing tax abatement agreements and other incentive programs, including infrastructure cost participation, development fee rebates, public improvement districts, and tax increment financing districts by Resolution No. 04-3462.

On June 8, 2005, City Council authorized the establishment of the Downtown Connection TIF District to promote development and redevelopment in the Uptown and Downtown areas through the use of tax increment financing by Ordinance No. 26020.

On June 8, 2005, City Council authorized sponsoring the DDDA as a local government corporation to promote the City, including the development of the geographic areas of the City included within the City Center TIF District and the Downtown Connection TIF District and authorize the City Manager to file the DDDA articles of incorporation with the Secretary of State by Resolution No. 05-1755.

On August 29, 2005, City Council authorized (1) the Downtown Connection Tax Increment Financing District Project Plan and Reinvestment Zone Financing Plan (the “ Project and Financing Plan”) by Ordinance No. 26096 and (2) a development agreement among the City of Dallas, DDDA and Forest City, to provide for the funding of environmental remediation, demolition, facade improvements, and grants for the development and redevelopment of the Mercantile Complex, the Continental Building and the Atmos Complex and design work for the Main Street Gardens Park in the Downtown Connection TIF District by Resolution No. 05-2545.

On March 8, 2006, the City Council authorized (1) the issuance and sale of up to $51,000,000 in Downtown Dallas Development Authority Contract Tax Increment Revenue Bonds for the Mercantile project improvements, (2) approval of the Preliminary Official Statement, Trust Indenture and Bond Resolution; and (3) enacting other provisions in connection therewith by Resolution No. 06-0873.

Agenda Date 06/13/2007 - page 2 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) (continued)

On April 12, 2006, the City Council authorized the re-adoption of the Public/Private Partnership Program Guidelines and Criteria for Non-Residential Projects, governing tax abatement agreements and other city incentives intended to promote private investment, tax base growth and job creation.

On August 9, 2006, City Council authorized a Supplemental Agreement No. 1 to the development agreement with the DDDA and FC Merc Complex, L.P., FC Continental Complex, L.P., FC Atmos, Inc., and FC Lessee (collectively Forest City) to revise the provisions of Section 1.02 thereby consenting to Forest City's acquisition of the fee interest in the ground lease parcel in lieu of condemnation and directing the DDDA to reprogram the $2,500,000 in bond proceeds that have been earmarked for condemnation to other programs in furtherance of the implementation of the Downtown Connection TIF District project and financing plan by Resolution No. 06-2065.

FISCAL INFORMATION

No cost consideration to the City

OWNER DEVELOPER

Forest City Forest City

Albert Ratner, Chairman of the Board David Levey, Executive For Residential Development

Agenda Date 06/13/2007 - page 3

COUNCIL CHAMBER

June 13, 2007

WHEREAS, on August 29, 2005, City Council authorized the Downtown Connection Tax Increment Financing District Project Plan and Reinvestment Zone Financing Plan (the "Project and Financing Plan”) by Ordinance No. 26096; and

WHEREAS, on August 29, 2005, the City Council authorized a development agreement among the City of Dallas, the Downtown Dallas Development Authority (the DDDA) and Forest City, as defined herein, to provide for the funding of environmental remediation, demolition, facade improvements, and grants for the development and redevelopment of the Mercantile Complex at 1704 Main Street, 1802 Main Street, 1808 Main Street and 1807 Commerce Street, the Continental Building at 1810 Commerce Street, and the Atmos Complex at 1815 Wood Street, 1915 Wood Street, 301 S. Harwood, and 1900 Jackson, and design work for the Main Street Gardens Park bounded by Main, Street Paul, Commerce and Harwood in Tax Increment Financing Reinvestment Zone Eleven (Downtown Connection TIF District) by Resolution No. 05-2545; and

WHEREAS, on November 2, 2005, the City Council authorized acquisition, including the exercise of the right of eminent domain, if such becomes necessary, from Susan Diggle Horton individually and as trustee of the trust created under the will of Sue Ragland Diggle, deceased; Alphonse Ragland, III; CSR Ventures, Ltd.; LTR Ventures #2, Ltd.; and Alphonso Ragland, III, Cruger S. Ragland and Lila Ragland Brown, as trustees of the trust created under the will of Portia Ragland McIver, deceased; of approximately 10,000 square feet of land located near the intersection of Commerce and St. Paul Streets for the Mercantile Block Redevelopment Project in Tax Increment Financing Reinvestment Zone Number Eleven (Downtown Connection TIF District) by Resolution No. 05-3196; and

WHEREAS, on March 8, 2006, the City Council authorized (1) the issuance and sale of up to $51,000,000 in the Downtown Dallas Development Authority Contract Tax Increment Revenue Bonds for the Mercantile project improvements, (2) approval of the Preliminary Official Statement, Trust Indenture and Bond Resolution; and (3) enacting other provisions in connection therewith by Resolution No. 06-0873; and

WHEREAS, on April 12, 2006, the City Council authorized the re-adoption of the Public/Private Partnership Program Guidelines and Criteria for Non-Residential Projects, pursuant to the Property Redevelopment and Tax Abatement Act (V.T.C.A., Tax code, Chapter 312), governing tax abatement agreements and other city incentives intended to promote private investment, tax base growth and job creation; and COUNCIL CHAMBER

June 13, 2007

WHEREAS, on August 9, 2006, the City Council authorized Supplemental Agreement No. 1 to the development agreement among the City of Dallas, the DDDA, and FC Merc Complex, L.P., FC Continental Complex, L.P., FC Atmos, Inc., and FC Lessee (collectively Forest City) to revise the provisions of Section 1.02 thereby consenting to Forest City's acquisition of the fee interest in the ground lease parcel in lieu of condemnation and directing the DDDA to reprogram the $2,500,000 in bond proceeds that have been earmarked for condemnation to other programs in furtherance of the implementation of the Downtown Connection TIF District project and financing plan by Resolution No. 06-2065.

NOW, THEREFORE,

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

Section 1. That following approval as to the form by the City Attorney, the City Manager is hereby authorized to execute Supplemental Agreement No. 2. to the development agreement among the City of Dallas, the Downtown Dallas Development Authority (DDDA), FC Merc Complex, L.P., FC Continental Complex, L.P., FC Atmos, Inc., and Merc Lessee (collectively Forest City), extending the completion date of the Continental Building from October 3, 2009 to June 3, 2011.

Section 2. That in consideration for the project completion extension, a) the first TIF payment in the amount of $2,500,000 will be held until the start of construction as evidenced by execution of the construction contract, b) Forest City shall complete due diligence of the Atmos Complex and decide to either pay fee(s) for the property to revert to, or at the direction of, the City pursuant to the development agreement or provide a timetable and firm construction schedule by December 31, 2007, should Forest City decide to develop the property and c) Forest City shall make available, at the option of the City, the ground floor of the Continental Building after Forest City vacates the premises of their temporary offices.

Section 3. That the Development Agreement and Supplemental Agreement No. 1 shall remain in full force and effect except as amended herein.

Section 4. That this resolution shall take effect immediately from and after its passage in accordance with the Charter of the City of Dallas, and it is accordingly so resolved.

Distribution: Office of Economic Development – Tenna Kirk, 5CS Office of Economic Development – Dorcy Clark, 2CN City Attorney's Office - Barbara Martinez ADDENDUM ITEM # 9

KEY FOCUS AREA: Public Safety

AGENDA DATE: June 13, 2007

COUNCIL DISTRICT(S): 8

DEPARTMENT: Police Department of Development Services

CMO: Ryan S. Evans, 670-3302 A. C. Gonzalez, 671-8925

MAPSCO: 63J K N P ______

SUBJECT

Authorize a five-year amendment to the lease agreement with Cobalt Industrial REIT, with two five-year renewal options, for the continued use of approximately 13 acres of land with approximately 31,050 square feet of office/classroom space and a vehicle obstacle course located at 5310 Red Bird Center Drive and to include approximately 15,680 square feet of additional office/classroom space located at 5610 Red Bird Center Drive for a total of approximately 46,730 square feet of office/classroom space to be used for a Police Training Academy for the period of August 1, 2007 through July 31, 2012, plus additional annual rent in the amount of $25,000 for maintenance and ad valorem taxes in an amount not to exceed $541,247 during the first five-year term – Total not to exceed $3,546,349 - Financing: Current Funds (subject to annual appropriations)

BACKGROUND

This item authorizes a five-year lease extension with two five-year renewal options of the lease agreement for the continued use of approximately 13 acres of land and approximately 31,050 square feet of office/classroom space and vehicle obstacle course for training new recruits. This amendment will also expand the lease premises with approximately 15,680 square feet of additional office/classroom space to provide an area for in-service training for veteran officers. City shall pay additional rent not to exceed the total of $541,247 for taxes and maintenance during the five-year term.

The landlord will make leasehold improvements, repairs and refurbishments to the existing lease space and the expansion space.

The original lease agreement was with Crow-Redbird Associates and Petula Associates. The property was then sold to Greater Dallas Realty Capital, L.P. In January 2006, the property was sold to Cobalt Industrial REIT.

The five-year lease term begins August 1, 2007 and ends July 31, 2012. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)

Authorized a lease with Crow-Redbird Associates and Petula Associates, Ltd. on January 31, 1990, by Resolution No. 90-0404.

Authorized continuation of the lease with Crow-Redbird Associates and Petula Associates, Ltd. on May 25, 1995, Resolution No. 95-1899.

Authorized a lease with Greater Dallas Realty Capital, L.P. on May 24, 2000, by Resolution No. 00-1640.

FISCAL INFORMATION

$3,546,349 - Current Funds (subject to annual appropriations)

OWNER

Cobalt Industrial REIT

Lewis D. Friedland, President

MAPS

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FINCH AVENUE

LOVE BIRD LANE

SUBJECT PROPERTY 5310 Red Bird Center Drive 5610 Red Bird Center Drive COUNCIL CHAMBER

June 13, 2007

WHEREAS, Resolution No. 90-0404, approved by the Dallas City Council on January 31, 1990, authorized the City Manager to execute a 10-year lease, with the right to terminate at the end of the first five-years or to continue the next five years with Crow-Redbird Associates and Petula Associates, Ltd. as landlord, and the City of Dallas as tenant, (the “Lease”) for approximately 12.7 acres of land improved with approximately 31,050 square feet of office and classroom space and a vehicle obstacle course, located at 5310 Red Bird Center Drive to be used by the Police Training and Education Division (the “Premises”); and

WHEREAS, on May 25, 1995, City exercised its option to continue its lease of the Premises under the Lease Agreement into the second five years of the ten year term; and

WHEREAS, on June 15, 1999 the Premises was sold to Greater Dallas Realty Capital, L.P., a Texas limited partnership; and

WHEREAS, the lease was amended and extended for a seven-year term by Lease Extension Amendment, dated June 19, 2000; and

WHEREAS, on or about January 19, 2006 the Premises was sold to Cobalt Industrial REIT, a Texas Real Estate Investment Trust (referred to herein as the “Landlord”); and

WHEREAS, the Lease expires by its own terms July 31, 2007; and

WHEREAS, the parties desires to renew, supplement, amend and extend the Lease to (i) provide for an additional five-year term, with two (2) five-year renewal options in favor of City; (ii) expand the size of the “Premises” leased by City to include an additional area of approximately 15,680 square feet of office/classroom space having a street address of 5610 Red Bird Center, Suite 200 (“Expansion Space”) in the City of Dallas, County of Dallas, Texas, for a total of approximately 46,730 square feet of office and classroom space and a vehicle obstacle course; and (iii) provide that Landlord shall (a) make certain additional leasehold improvements, repairs and refurbishments at its sole cost and expense to the portion of the Premises, defined as such in the Lease Agreement, dated January 31, 1990, hereinafter referred to as the “Original Premises” and (b) make leasehold improvements, repairs and refurbishments at its sole cost and expense to the Expansion Space, and (vi) amend certain terms of the Lease in connection with said expansion and provide other provisions as deemed appropriate by the parties;

Now, Therefore,

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

June 13, 2007

Section 1. That the City Manager, upon approval as to form by the City Attorney, is hereby authorized to execute an Amendment to the Lease (the “Amendment”) renewing, supplementing, amending and extending the Lease as herein further provided.

Section 2. That the special terms and conditions of the Amendment shall include the following:

(a) The term of the Lease shall be extended for an additional five year (the “Extended Term”) that begins August 1, 2007 and ends July 31, 2012.

(b) City shall be granted options to extend the Term of the Lease for two additional successive five-year periods beyond the Extended Term by giving written notice of intent to so extend not later than one hundred eighty (180) days prior to the expiration of the then current term, provided, however City shall have the right to terminate this lease as provided therein. Each extension shall be at the then fair market rental rate for the Premises, subject to City Council approval.

(c) City shall increase the square footage of the “Premises” as defined in the Lease Agreement, dated January 31, 1990, (the “Original Premises”) to include an additional approximately 15,680 square feet of office space/classroom, being 5610 Red Bird Center Drive, Suite 200, (the “ Expansion Space”) for a total of approximately 46,730 square feet of office and classroom space plus a vehicle obstacle course.

(d) Landlord, at its sole cost and expense, shall make the leasehold improvements to the approximately 15,680 square feet of Expansion Space as specified in the Amendment.

(e) Landlord, at its sole cost and expense, shall also make the leasehold improvements, repairs and refurbishments to the Original Premises at 5310 Red Bird Center Drive as specified in the Amendment.

(f) Landlord shall satisfactorily complete the improvements, repairs and refurbishments to the Original Premises and the Expansion Space within ninety days (90) days after the execution of the Amendment. COUNCIL CHAMBER

June 13, 2007

(g) The term, “Basic Rental” shall be amended to include the amounts listed below as monthly rental payments for the periods indicated and City shall pay the amounts below for the Premises (as herein expanded) during the Extended Term:

August 1, 2007 - July 31, 2008: $46,752.73 per month August 1, 2008 - July 31, 2009: $48,373.15 per month August 1, 2009 - July 31, 2010: $50,045.83 per month August 1, 2010 - July 31, 2011: $51,744.65 per month August 1, 2011 - July 31, 2012: $53,508.80 per month

(h) During the Extended Term, City shall pay to Landlord as the “Additional Rental” otherwise contemplated under the Lease, and applicable to only the Original Premises, a sum of money not to exceed a total of $541,247.45 (the “Extended Term Total”). The annual Additional Rental payments shall be determined as follows: (i) City shall pay Landlord as Additional Rental the sum of $25,000 per year for Landlord’s maintenance of the Original Premises as provided in the Lease; and (ii) City shall further pay Landlord as Additional Rental an amount equal to the annual ad valorem taxes paid by Landlord as applicable to the Original Premises up to, but in no event exceeding, a total payment of $416,247.45 during the Extended Term. In no event shall City’s liability for any and all Additional Rental during the Extended Term ever exceed the Extended Term Total of $541,247.45.

(i) If Landlord fails to complete the improvements to the Expansion Space in a satisfactory manner and tender possession of it to City by August 1, 2007, in addition to any other remedies available to City, the Base Rental to be paid by City beginning August 1, 2007 shall be reduced by the amounts and for the periods specified below until such improvements, repairs and refurbishments are satisfactorily completed by Landlord and possession accepted by City:

August 1, 2007 - July 31, 2008 $15,235.73 per monthly period August 1, 2008 - July 31, 2009 $15,562.40 per monthly period August 1, 2009 - July 31, 2010 $15,941.33 per monthly period August 1, 2010 - July 31, 2011 $16,346.40 per monthly period August 1, 2011 - July 31, 2012 $16,816.80 per monthly period

Said monthly reduction for any fractional calendar month following satisfactory completion of the improvements, repairs and refurbishment and acceptance of possession shall be prorated by days elapsed and remaining in said month. COUNCIL CHAMBER

June 13, 2007

(j) Landlord agrees to provide the City with a Certificate of Occupancy for the Expansion Space.

(k) Landlord shall pay all real estate taxes on the Expansion Space during the lease term and provide all maintenance.

(l) City shall be responsible for the installation, maintenance and expense of its own telephone, communication and security services to the Expansion Space.

(m) Landlord shall provide City with an asbestos survey at Landlord's expense for the Expansion Space.

(n) Landlord shall provide City additional reserved parking spaces in the front and rear of the Expansion Space and additional unreserved spaces on the Premises and/or the adjacent property located at 5100 and 5510 S. Westmoreland Road.

(o) City reserves the right to terminate the Lease, as hereby renewed, supplement, amended and extended, on the last day of the then current fiscal year in the event of non-appropriation of funds by City or for convenience. City agrees to notify Landlord in writing of such termination at least One Hundred Eighty (180) days in advance, with such notice, payment of the unamortized portion of the improvements, repairs and refurbishment of the Original Premises and the Expansion Space provided by the Amendment.

(p) All provisions of the Lease not expressly amended by the Amendment shall remain unchanged and in full force and effect.

Section 3. That the City Controller be and is hereby authorized to draw warrants payable to Cobalt Industrial REIT, or its successor or assigns, on the first day of each month in advance beginning August 1, 2007 up to the amounts specified below:

August 1, 2007 - July 31, 2008: $46,752.73 per month (subject to appropriations) August 1, 2008 - July 31, 2009: $48,373.15 per month (subject to appropriations) August 1, 2009 - July 31, 2010: $50,045.83 per month (subject to appropriations) August 1, 2010 - July 31, 2011: $51,744.65 per month (subject to appropriations) August 1, 2011 - July 31, 2012: $53,508.80 per month (subject to appropriations) COUNCIL CHAMBER

June 13, 2007

Section 4. That payments will be charged as follows:

August 1, 2007 - September 30, 2007: Fund 0001, Department DPD, Unit 2116, Object 3330, Vendor No. VS0000005904 and Encumbrance No. DPDLEASE07C.

October 1, 2008 - July 31, 2012: Fund 0001, Department DPD, Unit 2116, Object 3330, Vendor No. VS0000005904 and Encumbrance No. TBD.

Section 5. That the City Controller be and is hereby authorized to draw warrants for Additional Rental payable to Cobalt Industrial REIT, during the Extended Term annually in two payments consisting of (i) $25,000 for maintenance and (ii) ad valorem taxes on the Original Premises up to but not exceeding 416,247.65, upon receipt of proper invoices for the Additional Rental during the five-year Extended Term, so long as the total Additional Rental does not exceed $541,247.45 over the five-year term and charge the same to Fund 0001, Department DPD, Unit 2116, Object 3330 and Vendor No. VS0000005904.

Section 6. That the City Controller be and is hereby authorized to draw warrants payable for the respective, janitorial, utility, communication and insurance companies upon receipt of bills throughout the Extended Term and charge the same to Fund 0001, Dept. DPD, Unit 2116 and Object 3330.

Section 7. That this resolution shall take effect immediately after its passage in accordance with the Charter of the City of Dallas, and it is accordingly so resolved.

APPROVED AS TO FORM: Thomas P. Perkins, Jr., City Attorney

ADDENDUM ITEM # 10

KEY FOCUS AREA: Economic Development

AGENDA DATE: June 13, 2007

COUNCIL DISTRICT(S): 2

DEPARTMENT: Public Works & Transportation Convention and Event Services

CMO: Ramon F. Miguez, P.E., 670-3308

MAPSCO: 45P ______

SUBJECT

Authorize (1) a contract for roof replacement at Union Station with Supreme Systems, Inc., lowest responsible bidder of three, in an amount not to exceed $1,227,231, (2) assignment of the contract to Hunt-Woodbine Realty Corporation as the construction manager for contract administration, inspection, supervision and coordination of construction work, and (3) the establishment of appropriations in the amount of $1,411,316, in the Union Station Renovation Developer Advance Fund - Financing: Private Funds (to be reimbursed without interest from the proceeds of the future sale of General Obligation Bonds)

BACKGROUND

In the 2006 Bond Program, Dallas voters approved Proposition No. 1, which included $3.96 million for Union Station capital improvements. These improvements are part of the City's Union Station Master Plan Capital Improvements for the building, which include roof replacement, exterior waterproofing repairs and restoration, escalator and freight elevator modernization, and mechanical, electrical and plumbing system upgrades.

On April 11, 2007, pursuant to Resolution No. 07-1190, the City of Dallas entered into a Development and Reimbursement Agreement with Hunt-Woodbine Realty Corporation ("Hunt-Woodbine") in which Hunt-Woodbine is responsible for the design and advance funding for construction of the Union Station Master Plan Capital Improvements. Hunt-Woodbine is providing the funding for the capital improvement construction contract awards and will be reimbursed, without interest, from the proceeds of the future sale of General Obligation Bonds.

This action will authorize the first capital improvement project contract, which is for Union Station Roof Replacement, and assign the contract to Hunt-Woodbine for construction management. Additionally, this action establishes appropriations for this contract award and includes an amount of $184,085, and additional 15% from the total of $1,227,231, for potential future change orders, following standard City procedures. ESTIMATED SCHEDULE OF PROJECT

Begin Construction June 2007 Complete Construction October 2007

PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS)

Briefed to the Economic Development and Housing Committee on February 20, 2007.

Briefed jointly to the Economic Development and Housing Committee and the Transportation and Environment Committee on March 19, 2007.

On April 11, 2007, City Council authorized the Development and Reimbursement Agreement with Hunt-Woodbine Realty Corporation, a Delaware Corporation, to undertake at no cost to the City the design responsibility for the City's Master Plan Capital Improvements for the Union Terminal Building, and advance the funds for construction contracts, up to $3,960,000, to be reimbursed, without interest, from the proceeds of the future sale of General Obligation Bonds, by Resolution No. 07-1190.

FISCAL INFORMATION

Private Funds - $1,227,231 (to be reimbursed without interest from the proceeds of the sale of General Obligation Bonds)

M/WBE INFORMATION

See attached.

ETHNIC COMPOSITION

Supreme Systems, Inc.

Hispanic Female 1 Hispanic Male 190 African-American Female 0 African-American Male 1 Other Female 0 Other Male 0 White Female 7 White Male 29

Agenda Date 06/13/2007 - page 2 BID INFORMATION

The following bids with quotes were opened on May 10, 2007.

*Denotes successful bidder

Bidders Base Bid Alt. No. 4** Amount

*Supreme Systems, Inc. $1,207,855 $19,376 $1,227,231 1355 N. Walton Walker Dallas, Texas 75211 Texas Roof Management., Inc. $1,449,195 $36,785 $1,485,930 K Post Company Non-responsive***

**Alternate No. 4 - New skylights

***K Post Company was deemed non-responsive, because their bid contained qualifications and conditions contrary to the specifications.

OWNER(S)

Supreme Systems, Inc.

Tim Rainey, President Jeff Sterrett, Vice President, Chief Financial Officer, Secretary-Treasurer

MAP

Attached.

Agenda Date 06/13/2007 - page 3 GOOD FAITH EFFORT PLAN SUMMARY

PROJECT: Authorize (1) a contract for roof replacement at Union Station with Supreme Systems, Inc., lowest responsible bidder of three, in an amount not to exceed $1,227,231, (2) assignment of the contract to Hunt-Woodbine Realty Corporation as the construction manager for contract administration, inspection, supervision and coordination of construction work, and (3) the establishment of appropriations in the amount of $1,411,316, in the Union Station Renovation Developer Advance Fund - Financing: Private Funds (to be reimbursed without interest from the proceeds of the future sale of General Obligation Bonds)

Supreme Systems, Inc. is a local, non-minority firm, has signed the "Good Faith Effort" documentation, and proposes to use the following sub-contractors. PROJECT CATEGORY: Construction ______

LOCAL/NON-LOCAL CONTRACT SUMMARY Amount Percent Total local contracts $1,227,231.00 100.00% Total non-local contracts $0.00 0.00% ------TOTAL CONTRACT $1,227,231.00 100.00%

LOCAL/NON-LOCAL M/WBE PARTICIPATION

Local Contractors / Sub-Contractors

Local Certification Amount Percent Ponce Contractors, Inc. HFDB32010Y0907 $40,000.00 3.26% TMC Service Co. HMMB31609Y0807 $274,328.00 22.35% ------Total Minority - Local $314,328.00 25.61%

Non-Local Contractors / Sub-Contractors

None

TOTAL M/WBE CONTRACT PARTICIPATION Local Percent Local & Non-Local Percent African American $0.00 0.00% $0.00 0.00% Hispanic American $314,328.00 25.61% $314,328.00 25.61% Asian American $0.00 0.00% $0.00 0.00% Native American $0.00 0.00% $0.00 0.00% WBE $0.00 0.00% $0.00 0.00% ------Total $314,328.00 25.61% $314,328.00 25.61% ,------, Union Station J

( , lMapsco 45NJ

COUNCIL CHAMBER

June 13, 2007

WHEREAS, the City of Dallas, Texas (the "City") anticipates the issuance of one or more series or issues of debt obligations (the "Obligations"), such Obligations to be issued by or on behalf of the City, the interest of which will be excludable from gross income under Section 103 of the Internal Revenue Code of 1986, as amended, in order to finance all or a portion of the properties, projects or programs described below (the "Project"); and,

WHEREAS, the City, will make certain expenditures relating to the Project prior to the issuance of the Obligations; and,

WHEREAS, upon issuance of Obligations, the City desires to reimburse these prior expenditures with proceeds of the Obligations; and,

WHEREAS, Section 1.150-2 of the Income Tax Regulations provides that certain expenditures on the Project may not be reimbursed from the proceeds of the Obligations unless, along with other requirements, the City declares official intent to reimburse the expenditure prior to the date the expenditures to be reimbursed were paid; and,

WHEREAS, the City's Bond Election was held on November 7, 2006, and the Dallas voters approved all 12 general obligation bond propositions, including Proposition No. 1, which included $3,960,000 for Union Station Master Plan Capital Improvements; and,

WHEREAS, on April 11, 2007, by Resolution 07-1190, the City Council authorized the Development and Reimbursement Agreement with Hunt-Woodbine Realty Corporation ("Hunt-Woodbine"), a Delaware Corporation, for the design of, at no cost to the City, and advance of funds up to $3.96 million for the construction of, Union Station Master Plan Capital Improvements; and,

WHEREAS, on May 10, 2007, sealed competitive bids were publicly opened and read aloud for the roof replacement at Union Station as follows:

Bidders Base Bid Alt. No. 4** Amount

Supreme Systems, Inc. $1,207,855 $19,376 $1,227,231 Texas Roof Management., Inc. $1,449,195 $36,785 $1,485,930 K Post Company Non-responsive***

**Alternate No. 4 - New skylights

***K Post Company was deemed non-responsive, as their bid contained qualifications and conditions contrary to the specifications. COUNCIL CHAMBER

June 13, 2007

WHEREAS, the City intends to reimburse Hunt-Woodbine from the proceeds of a future sale of the voter-authorized General Obligation Bonds up to $1,411,316, without interest, for funds advanced for Union Terminal Roof Replacement; and,

WHEREAS, it is desirable to enter into a construction contract with Supreme Systems, Inc., for $1,227,231; and, additionally, to assign the construction contract to Hunt-Woodbine as the City's Construction Manager for construction administration.

Now, Therefore,

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

Section 1. That Supreme Systems, Inc. is hereby awarded the contract for Union Station Roof Replacement in an amount not to exceed $1,227,231, this being the lowest responsible bid received as indicated by the tabulation of bids.

Section 2. That in accordance with the Development and Reimbursement Agreement authorized on April 11, 2007, by Resolution No. 07-1190, the construction contract for this improvement is hereby assigned to Hunt-Woodbine Realty Corporation, as the City's Construction Manager.

Section 3. That this resolution is a declaration of official intent under Section 1.150-2 of the Income Tax Regulations by the City that it reasonable expects to reimburse the expenditures for the Union Station Roof Replacement with proceeds of debt, in a maximum amount not to exceed $1,411,316, to be incurred by or on behalf of the City, such debt to be issued on or before eighteen (18) months after the later of (i) the date the first expenditure is paid; or (ii) the date on which the property is placed in service, but in no event more than three years after the first expenditure is paid.

Section 4. The following is a general functional description of the Project for which the expenditures to be reimbursed are paid and a statement of the maximum principal amount of debt expected to be issued for such reimbursement purposes;

Project: Union Station Roof Replacement, 400 S. Houston Street, Dallas, Texas

Debt to be issued: City of Dallas, Texas, General Obligation Bonds, Series 2007 in a maximum principal amount of $1,411,316.

Section 5. That each of the expenditures described in Sections 1, 3 and 4 is a capital expenditure under general Federal income tax principles or a cost of issuance. COUNCIL CHAMBER

June 13, 2007

Section 6. That except for the proceeds of the Obligations, no funds are, or are reasonable expected to be, reserved, allocated on a long-term basis, or otherwise set aside by the City (or other issuer on its behalf) or by any member of the same controlled group pursuant to their budget or financial policies with respect to the expenditures described in Sections 1, 3, and 4.

Section 7. That Hunt-Woodbine has advanced the funds for costs of construction of Union Station Roof Replacement. The City expects to incur debt pursuant to the 2006 Capital Bond Improvement Program for the purpose of reimbursing Hunt-Woodbine the advanced cost of construction of Union Station Roof Replacement in the amount of $1,411,316, without interest.

Section 8. That the City Controller is hereby authorized to receive and deposit the advance construction cost, plus an additional 15% for change orders as necessary, following standard City procedures, from Hunt-Woodbine in the amount of $1,411,316 in the Union Station Renovation Developer Advance Fund AR22, Department PBW, Unit U237, Balance Sheet Account 0846.

Section 9. That the City Manager is hereby authorized to increase appropriations in the Union Station Renovation Developer Advance Fund AR22, Department PBW, Unit U237, Object 4510 in an amount not to exceed $1,411,316.00.

Section 10. That the City Controller is hereby authorized to disburse funds in accordance with the terms and conditions of the construction contract and the Development and Reimbursement Agreement from:

Union Station Renovation Developer Advance Fund Fund AR22, Department PBW, Unit U237, Act. USSR Obj. 4510, Program # PB06U237, CT PBW 06U237I1 Vendor # 520140, in an amount not to exceed $1,227,231

Any funds remaining in the Union Station Renovation Developer Advance Fund for this Project following final completion of the Project and final payment to the construction contractor shall be refunded to Hunt-Woodbine.

Section 11. That the City Controller is hereby authorized to reimburse Hunt-Woodbine in the amount up to $1,411,316, without interest, from the proceeds of the future sale of General Obligation Bonds authorized for this Project.

Section 12. That, in accordance with the terms of the Development and Reimbursement Agreement, the City Controller is hereby authorized to disburse to Hunt-Woodbine the interest earned by the City on the advanced construction funds in Fund AR22, Department PBW, Unit U237, Revenue Sources 8100, 8104, and 8125. COUNCIL CHAMBER

June 13, 2007

Section 13. 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: Public Works and Transportation, Cheryl Nichols, OCMC, Room 101 Public Works and Transportation, Len Mills, OCMC, Room 321 Convention and Event Services City Attorney Office of Financial Services ADDENDUM ITEM # 11

KEY FOCUS AREA: Neighborhood Quality of Life

AGENDA DATE: June 13, 2007

COUNCIL DISTRICT(S): 14

DEPARTMENT: Public Works & Transportation

CMO: Ramon F. Miguez, P.E., 670-3308

MAPSCO: 45G ______

SUBJECT

Authorize (1) an increase in the contract with TMV LLC dba Triune Associates for renovation of the Moorland YMCA building located at 2700 Flora Street for the Dallas Black Dance Theatre, in the amount of $57,045, from $3,941,766 to $3,998,811; (2) the receipt and deposit of funds in the amount of $22,818 in participation costs in the Dallas Black Dance Theatre Participation Fund; and (3) the establishment of appropriations in the amount of $22,818 in the Dallas Black Dance Theatre Participation Fund - Total not to exceed $57,045 - Financing: 2003 Bond Funds ($34,227); Private Funds ($22,818)

BACKGROUND

On February 28, 2007, Resolution No. 07-0742 authorized a construction contract for the renovation of the Moorland YMCA building located at 2700 Flora Street.

This action authorizes Change Order No. 1 with TMV LLC dba Triune Associates, in the amount of $57,045. In the course of renovating the second floor dance studio, the contractor uncovered concealed conditions that will require the removal of an unstable existing flooring system and replacement with structural metal decking and lightweight concrete to the existing floor framing. The changes to the flooring system result in an additional cost of $57,045.

ESTIMATED SCHEDULE OF PROJECT

Began Design June 2006 Completed Design November 2006 Begin Construction April 2007 Complete Construction December 2007

PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS)

Briefed the Arts, Education, and Libraries Committee on April 15, 2005.

Briefed the Quality of Life Committee on December 12, 2005. PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) (Continued)

Authorized the development agreement on December 14, 2005, by Resolution No. 05-3604.

Authorized a professional services contract on May 10, 2006, by Resolution No. 06-1411.

Authorized construction contract on February 28, 2007, by Resolution No. 07-0742.

FISCAL INFORMATION

2003 Bond Funds - $34,227 Private Funds - $22,818

Design $ 538,692.00 Construction $3,941,766.00 Change Order No. 1 $ 57,045.00 Miscellaneous Expenses $ 962,343.00

Total Project Cost $5,499,846.00

M/WBE INFORMATION

See attached.

ETHNIC COMPOSITION

TMV LLC dba Triune Associates

African-American Female 1 African-American Male 5 Hispanic Female 1 Hispanic Male 0 White Female 1 White Male 3 Other Female 0 Other Male 0

OWNER(S)

TMV LLC dba Triune Associates

Vince Fudzie, President Traver Hill, Vice President Patricia Fudzie, Esq., Secretary

MAP

Attached.

Agenda Date 06/13/2007 - page 2 GOOD FAITH EFFORT PLAN SUMMARY

PROJECT: Authorize (1) an increase in the contract with TMV LLC dba Triune Associates for renovation of the Moorland YMCA building located at 2700 Flora Street for the Dallas Black Dance Theatre, in the amount of $57,045, from $3,941,766 to $3,998,811; (2) the receipt and deposit of funds in the amount of $22,818 in participation costs in the Dallas Black Dance Theatre Participation Fund; and (3) the establishment of appropriations in the amount of $22,818 in the Dallas Black Dance Theatre Participation Fund - Total not to exceed $57,045 - Financing: 2003 Bond Funds ($34,227); Private Funds ($22,818)

TMV LLC dba Triune Associates is a local, minority firm, has signed the "Good Faith Effort" documentation, and proposes to use the following sub-contractors. PROJECT CATEGORY: Construction ______

LOCAL/NON-LOCAL CONTRACT SUMMARY - THIS ACTION ONLY Amount Percent Local contracts $57,045.00 100.00% Non-local contracts $0.00 0.00% ------TOTAL THIS ACTION $57,045.00 100.00%

LOCAL/NON-LOCAL M/WBE PARTICIPATION THIS ACTION

Local Contractors / Sub-Contractors

Local Certification Amount Percent TMV LLC dba Triune Associates BMDB30499N0407 $13,503.00 23.67% ------Total Minority - Local $13,503.00 23.67%

Non-Local Contractors / Sub-Contractors

None

TOTAL M/WBE PARTICIPATION This Action Participation to Date Amount Percent Amount Percent African American $13,503.00 23.67% $1,303,226.40 32.59% Hispanic American $0.00 0.00% $0.00 0.00% Asian American $0.00 0.00% $0.00 0.00% Native American $0.00 0.00% $0.00 0.00% WBE $0.00 0.00% $320,335.56 8.01% ------Total $13,503.00 23.67% $1,623,561.96 40.60% [Black Dance Theatre)

[Mapsco 45G1 COUNCIL CHAMBER

June 13, 2007

WHEREAS, the Dallas Black Dance Theatre ("DBDT") is a world-class modern dance company whose mission is to achieve artistic excellence through performance and educational programs bridging cultures, reaching diverse communities and encompassing ever-expanding national and international audiences; and,

WHEREAS, in 1999, the DBDT acquired the former Moorland Y.M.C.A. building, an approximately 20,058 square foot tract of land improved with a building located at 2700 Flora Street, for conversion into a multi-use dance rehearsal, instructional and administrative office facility for the DBDT; and,

WHEREAS, in the City's 2003 Bond election, the voters approved a proposition which included $3,263,976 for the planning, design, construction and renovation of the former Moorland Y.M.C.A. building as a multi-use dance rehearsal, instructional and administrative office facility for the DBDT; and,

WHEREAS, on December 14, 2005, Resolution No. 05-3604 authorized a development agreement with the Dallas Black Dance Theatre for the renovation of the Moorland Y.M.C.A. building; and,

WHEREAS, on February 28, 2007, Resolution No. 07-0742 authorized a contract with TMV LLC dba Triune Associates for the renovation of the Moorland Y.M.C.A. building for the Dallas Black Dance Theatre, in an amount not to exceed $3,941,766.00; and,

WHEREAS, it is now desirable to increase the contract for the renovation of the Moorland Y.M.C.A. building for the Dallas Black Dance Theatre, in the amount of $57,045, increasing the contract from $3,941,766 to $3,998,811.

Now, Therefore,

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

Section 1. That the City Manager is hereby authorized to increase the contract for the renovation of the Moorland Y.M.C.A. building for the Dallas Black Dance Theatre, in the amount of $57,045, from $3,941,766 to $3,998,811 under Change Order No. 1.

Section 2. That the City Controller is hereby authorized to receive and deposit funds in an amount not to exceed $22,818 in Fund DB49, Dept. PBW, Unit R917, Balance Sheet Account 0846.

Section 3. That the City Manager is hereby authorized to increase appropriations in the Dallas Black Dance Theater Participation Fund DB49, Dept. PBW, Unit R917, Obj. 4310 in the amount not to exceed $22,818. COUNCIL CHAMBER

June 13, 2007

Section 4. That the City Controller is authorized to disburse funds from the following accounts:

Cultural Arts Facilities Fund Fund 4R49, Dept. PBW, Unit R917, Act. CULF Obj. 4310, Program #PB03R917, CT PBW03R917E1 Vendor #512794, in an amount not to exceed $34,227

Dallas Black Dance Theater Participation Fund Fund DB49, Dept. PBW, Unit R917, Act. CULF Obj. 4310, Program #PB03R917, CT PBW03R917E1-03 Vendor #512794, in an amount not to exceed $22,818

Total in an amount not to exceed $57,045

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.

Distribution: Public Works and Transportation, Cheryl Nichols, OCMC, Room 101 Public Works and Transportation, Robert Durham, OCMC, Room 321 Office of Cultural Affairs City Attorney ADDENDUM ITEM # 12

KEY FOCUS AREA: Economic Development

AGENDA DATE: June 13, 2007

COUNCIL DISTRICT(S): 6

DEPARTMENT: Public Works & Transportation

CMO: Ramon F. Miguez, P.E., 670-3308

MAPSCO: 22 32 ______

SUBJECT

Authorize an amendment to the Elm Fork Floodplain Management Study to revise the recommended plan for flood control improvements in an area bounded by Stemmons Freeway and Walton Walker Freeway to the east, Royal Lane to the north, the Elm Fork of the Trinity River to the west and south - Financing: No cost consideration to the City

BACKGROUND

The recommended Elm Fork flood control improvements in the study include a Manana/Spangler Levee, the Daniels Levee and pump station, and a by-pass swale. During preliminary design, an investigation revealed waste material in the area planned for excavation for the pump station. Proper handling of this material would have more than doubled the project cost, from $14.8M to about $34M. As a result, the consultant developed an alternative plan to avoid impacting the old landfill. The amended plan retains the Manana/Spangler Levee and incorporates spillway modifications to a nearby lake along with the creation of a chain of wetlands, to produce nearly the same benefits as the original plan and stay within the project budget.

The Trinity River Committee was briefed on May 21, 2007, and endorsed this amendment to the management study.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)

Authorized a professional services contract on September 27, 2000, by Resolution No. 00-0231.

Authorized Supplemental Agreement No. 2 to the professional services contract on June 26, 2002, by Resolution No. 02-1908.

Briefed the Park Board on the recreation component of the project on March 21, 2002.

Briefed the Park Board on the recreation component of the project on September 12, 2002. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) (Continued)

Briefed the Trinity River Committee on the flood control component of the project on August 4, 2003.

Briefed the Trinity River Committee on the flood control component of the project on May 21, 2007.

FISCAL INFORMATION

No cost consideration to the City.

MAP

Attached.

Agenda Date 06/13/2007 - page 2 ELM FORK1 '------,

[MAPSCO 22, 32]

COUNCIL CHAMBER

June 13, 2007

WHEREAS, on November 12, 2003, Resolution No. 03-3152 approved and adopted the Elm Fork Floodplain Management Study, including the recommended plan for flood control improvements; and,

WHEREAS, it is now necessary to modify the recommended plan to avoid impacting a landfill, which would increase project costs to an unacceptable level.

Now, Therefore,

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

Section 1. That the City Manager is hereby authorized to amend the Elm Fork Floodplain Management Study, to revise the recommended plan for flood control improvements in an area bounded by Stemmons Freeway and Walton Walker Freeway to the east, Royal Lane to the north, the Elm Fork of the Trinity River to the west and south, and a revised plan for flood control improvements is adopted.

Section 2. That the revised plan for flood control improvements recommends a Manana/Spangler Levee, modifications to the spillway of the lake west of Wildwood Drive and creation of a chain of wetlands east of Wildwood Drive.

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: Public Works and Transportation, Cheryl Nichols, OCMC, Room 101 Public Works and Transportation, Modesta Pena, OCMC, Room 307

ADDENDUM ITEM # 13

KEY FOCUS AREA: Staff Accountability

AGENDA DATE: June 13, 2007

COUNCIL DISTRICT(S): All

DEPARTMENT: City Attorney's Office

CMO: Thomas P. Perkins, Jr., 670-3491

MAPSCO: N/A ______

SUBJECT

An ordinance amending Chapter 2 of the Dallas City Code to authorize the City Council to waive, after a review of specific circumstances, the requirement for two independent fee appraisals for real property acquisitions in which the consideration exceeds $500,000 - Financing: No cost consideration to the City

BACKGROUND

Currently, Section 2-11.3 of the Dallas City Code requires the City Manager to obtain two independent fee appraisals, if the consideration to be paid by the city for a proposed acquisition of a real property interest exceeds $500,000. The requirement that the City Manager obtain two independent fee appraisals may not always be feasible in certain instances, and, unless two independent fee appraisals are required by law, the City Council should be able to grant a waiver to allow the city to purchase an interest in real property where the consideration exceeds $500,000 based on one independent fee appraisal. This amendment would permit the city to acquire an interest in real property for more than $500,000 based on one independent fee appraisal if the City Council, by resolution, determined, after a review of specific circumstances, that the one independent fee appraisal was sufficient.

PRIOR ACTION/REVIEW (Council, Boards, Commissions)

This item has no prior action.

FISCAL INFORMATION

No cost consideration to the City

6/7/07

ORDINANCE NO.______

An ordinance amending Section 2-11.3 of CHAPTER 2, “ADMINISTRATION,” of the Dallas

City Code, as amended; authorizing the city council to waive, after a review of specific circumstances, the requirement for two independent fee appraisals for real property acquisitions in which the consideration exceeds $500,000; providing a saving clause; providing a severability clause; and providing an effective date.

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

SECTION 1. That Section 2-11.3, “Real Property Acquisitions where Consideration

Exceeds $500,000,” of Article I, “In General,” of CHAPTER 2, “ADMINISTRATION,” of the

Dallas City Code, as amended, is amended to read as follows:

“SEC. 2-11.3. REAL PROPERTY ACQUISITIONS WHERE CONSIDERATION EXCEEDS $500,000.

If the consideration to be paid by the city for a proposed acquisition of an interest in real property exceeds $500,000, the city manager must obtain two independent fee appraisals of the real property interest to assist in determining the current market value of the real property interest to be acquired by the city. To the extent allowed by law and after a review of the specific circumstances, the city council may, by resolution, waive the requirement for two independent fee appraisals established under this section and require only one independent fee appraisal instead.”

SECTION 2. That CHAPTER 2 of the Dallas City Code, as amended, will remain in full force and effect, save and except as amended by this ordinance.

SECTION 3. That the terms and provisions of this ordinance are severable and are governed by Section 1-4 of CHAPTER 1 of the Dallas City Code, as amended.

1 SECTION 4. That this ordinance will take effect immediately from and after its passage and publication in accordance with the provisions of the Charter of the City of Dallas, and it is accordingly so ordained.

APPROVED AS TO FORM:

THOMAS P. PERKINS, JR., City Attorney

By______Assistant City Attorney

Passed______

LC/DCC/00415A

2 Memorandum

CITY OF DALLAS

OATE May 23. 2007

TO Honorable Mayor laura Miller

SUBJECT Agenda Item - Authorized Change Order for Opportunity Park

Please place the following item on the next available City Council Agenda:

Authorize (1) an increase in the contract with MetalMan Design/Build Corporation to provide Tier I- Signature Sculpture. Tier II-Silhouette Sculptures, and Tier III-The Conversation Sculptures and cost estimating services for the re-designed Tier IV-Recognition Sculpture and a Memorial Wall, (2) approve list of honorees for the Walk of Fame (attached) at Opportunity Park located at 3105 Pine Street in the amount of $35.841 from $590.246 to $626,087; and (3) acceptance of an anonymous gift in the amount of $2.500.00 for Tier II Sculpture - Financing: 2003 Bond Funds ($33.341) and Capital Gifts, Donation and Development Funds ($2,500) J2n, --~, tv IW if:tcYa~~' i50~i11 Councilman - Dlst'~ ~d ii)'=_ct_5__ Councilwoman - District 2

c~J..;;,.n";'--ID+i_st_ri_c_t Esa,~ 3 _ Councilman - District 6

C: Mary Suhm. City Manager Ryan Evans. First Assistant City Manager Thomas P. Perkins. Jr.• City Attorney Deborah Watkins. City Secretary Craig Kinton. City Auditor Charles W. Daniels, Assistant City Manager Ryan S. Evans. Assistant City Manager Jill A. Jordan. P.E.. Assistant City Manager Ramon F. Miguez. P.E., Assistant City Manager A.C. Gonzales. Assistant City Manager Dave Cook. Chief Financial Officer Chandra Marshall-Henson, Assistant to the City MaQflger - Council Office

"Dallas, The City That WorkS;2isa v ant and Progressive."

ADDENDUM ITEM # 14

KEY FOCUS AREA: Neighborhood Quality of Life

AGENDA DATE: June 13, 2007

COUNCIL DISTRICT(S): 7

DEPARTMENT: Mayor and City Council

SUBMITTED BY: Mayor Laura Miller Mayor Pro Tem Donald W. Hill Deputy Pro Tem Dr. Elba Garcia Leo V. Chaney, Jr. Ed Oakley Steve Salazar Pauline Medrano Angela Hunt

MAPSCO: 46-Y ______

SUBJECT

Authorize (1) an increase in the contract with MetalMan Design/Build Corporation to provide Tier 1 - Signature Sculpture, Tier II - Silhouette Sculpture, and Tier III - The Conversation Sculptures, and cost estimating services for the re-designed Tier IV - Recognition Sculpture and a Memorial Wall at Opportunity Park located at 3105 Pine Street; and, (2) approval of the list of honorees for the Walk of Fame (list attached) - $32,420, from $590,246 to $622,666 - Financing: 2003 Bond Funds (Mayor Pro Tem Hill, Deputy Mayor Pro Tem Garcia, Councilmembers Chaney, Oakley, Salazar, Medrano and Hunt via Mayor Miller)

BACKGROUND

The original contract with MetalMan Design/Build Corporation was approved by Council on December 13, 2006 (Resolution No. 06-3358) for the construction of a new pavilion, parking lot, security lighting, landscaping, and sidewalks at Opportunity Park in the amount of $590,246. At the time of that contract award, it was decided to defer Bid Alternate Nos. 6, 8 and 9 for the Tiers I, II and III sculptures until the proposed list of honorees had been developed by the community and submitted to the Park and Recreation Board for review and approval.

Change Order No. 1 provides funding for Tier I - Signature Sculpture, Tier II - Silhouette Sculpture, and Tier III - The Conversation Sculptures, and cost estimating services for the re-designed Tier IV - Recognition Sculpture and a Memorial Wall in the amount of $32,420; making a revised contract amount of $622,666.

This action also approves the list of honorees for the Walk of Fame. ESTIMATED SCHEDULE OF PROJECT

Begin Construction July 2007 Complete Construction September 2007

PRIOR ACTION/REVIEW (Council, Boards, Commissions)

The Park and Recreation Board authorized advertisement for a Request for Competitive Sealed Proposals on June 15, 2006.

The Park and Recreation Board authorized award of the contract on November 2, 2006.

City Council authorized award of the contract on December 13, 2006 by Resolution No. 06-3358.

FISCAL INFORMATION

2003 Bond Funds - $32,420

Original Contract $590,246 Change Order No. 1 $32,420 $622,666

M/WBE INFORMATION

See attached.

ETHNIC COMPOSITION

MetalMan Design/Build Corporation

White Male 4 Hispanic Male 3 Other Female 1

OWNERS

MetalMan Design/Build Corporation

Tamara Crooks, President J.V. McClure, Vice President

MAP

Attached

Agenda Date 06/13/2007 - page 2 List of Honorees for Walk of Fame at Opportunity Park

Tier I

Elsie Faye Higgins

Tier II

Dr. Ceasar Toles Leo V. Chaney, Jr.

Tier III

L.A. Bedford Alphonso Jackson Dr. Trudie K. Reed Kathlyn Gilliam Larry Johnson Erykah Badu

Tier IV

Memorial Wall

PROJECT: Authorize (1) an increase in the contract with MetalMan Design/Build Corporation to provide Tier 1 - Signature Sculpture, Tier II - Silhouette Sculpture, and Tier III - The Conversation Sculptures, and cost estimating services for the re-designed Tier IV - Recognition Sculpture and a Memorial Wall at Opportunity Park located at 3105 Pine Street; and, (2) approval of the list of honorees for the Walk of Fame (list attached) - $32,420, from $590,246 to $622,666 - Financing: 2003 Bond Funds (Mayor Pro Tem Hill, Deputy Mayor Pro Tem Garcia, Councilmembers Chaney, Oakley, Salazar, Medrano and Hunt via Mayor Miller)

MetalMan Design/Build Corporation is a local, minority firm, has signed the "Good Faith Effort" documentation, and proposes to use the following sub-contractors. PROJECT CATEGORY: Construction ______

LOCAL/NON-LOCAL CONTRACT SUMMARY - THIS ACTION ONLY Amount Percent Local contracts $32,420.00 100.00% Non-local contracts $0.00 0.00% ------TOTAL THIS ACTION $32,420.00 100.00%

LOCAL/NON-LOCAL M/WBE PARTICIPATION THIS ACTION

Local Contractors / Sub-Contractors

Local Certification Amount Percent MetalMan Design/Build Corporation PFDB33060Y1207 $26,240.00 80.94% ------Total Minority - Local $26,240.00 80.94%

Non-Local Contractors / Sub-Contractors

None

TOTAL M/WBE PARTICIPATION This Action Participation to Date Amount Percent Amount Percent African American $0.00 0.00% $0.00 0.00% Hispanic American $0.00 0.00% $75,000.00 12.04% Asian American $26,240.00 80.94% $481,804.00 77.38% Native American $0.00 0.00% $0.00 0.00% WBE $0.00 0.00% $0.00 0.00% ------Total $26,240.00 80.94% $556,804.00 89.42% Opportunity Park Council District 7

3105 Pine Street Mapsco 46-Y

COUNCIL CHAMBER

June 13, 2007

WHEREAS, on December 13, 2006 (Resolution No. 06-3358), MetalMan Design/Build Corporation was awarded a contract for the construction of a new pavilion, parking lot, security lighting, landscaping, and sidewalks at Opportunity Park located at 3015 Pine Street at a contract amount of $590,246; and

WHEREAS, this Change Order provides for Tier I - Signature Sculpture, Tier II - Silhouette Sculpture, and Tier III - The Conversation Sculptures, and cost estimating services for the re-designed Tier IV - Recognition Sculpture and a Memorial Wall, for a total amount of $32,420, making a revised contract amount of $622,666.

Now, Therefore,

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

SECTION 1. That the City Manager hereby approves Change Order No. 1 to the contract with Metalman Design/Build Corporation for Tier I - Signature Sculpture, Tier II - Silhouette Sculpture, and Tier III - The Conversation Sculpture, and cost estimating services for the re-designed Tier IV - Recognition Sculpture and a Memorial Wall in the amount of $32,420, increasing the contract from $590,246 to $622,666.

SECTION 2. That the City Controller be and is hereby authorized to pay the amount of $32,420 to MetalMan Design/Build Corporation as follows:

2003 Neighborhood Park and Recreation Facilities Fund 5R05, Department PKR, Unit K236, Object 4599, Activity COPK, Program PK03K236, CT-PKR 07018859, Commodity 91200, Vendor 358271 $32,420

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

ADDENDUM ITEM # 15

KEY FOCUS AREA: Economic Development Neighborhood Quality of Life Public Safety & Homeland Security Staff Accountability Trinity River

AGENDA DATE: June 13, 2007

COUNCIL DISTRICT(S): All

DEPARTMENT: Office of Financial Services

CMO: Dave Cook, 670-7804

MAPSCO: N/A ______

SUBJECT

An ordinance authorizing the issuance and sale of City of Dallas, Texas General Obligation Bonds, Series 2007 in an amount not to exceed $135,350,000; accepting the bids and awarding the sale of the bonds; approving the Preliminary Official Statement; and enacting other provisions in connection therewith - Not to exceed $341,406 - Financing: 2006 Bond Funds - Interest Earnings (To be considered before 12:00 noon)

BACKGROUND

On April 25, 2007 the City Council authorized preparation of plans to issue $135,350,000 City of Dallas, Texas General Obligation Bonds, Series 2007. Competitive bids will be accepted on June 13, 2007. Bond proceeds will be delivered on July 10, 2007.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)

The Finance, Audit and Accountability Committee was briefed on April 9, 2007.

City Council authorized the preparation of plans to issue $135,350,000 in City of Dallas, Texas General Obligation Bonds, Series 2007 on April 25, 2007, by No. 07-1345. FISCAL INFORMATION

$341,406 - 2006 Bond Funds - Interest Earnings.

Proceeds to fund the first issuance of the 2006 Capital Improvement Program:

Street & Transportation Improvements $36,776,000.00 Flood Protection and Storm Drainage Facilities 43,892,000.00 Park and Recreation Facilities 32,474,000.00 Library Facilities 3,314,000.00 Cultural Arts Facilities 10,437,000.00 City Hall, City Service and City Maintenance Facilities 825,000.00 Economic Development in the Southern Area 1,639,000.00 Public Safety Facilities 5,993,000.00

Total General Obligation Bond Issuance $135,350,000.00

M/WBE INFORMATION

See Attachment I.

Information concerning the M/WBE component of the syndicate is not known at this time. That information will be reported to the Council after the bids are received on June 13, 2007.

ETHNIC COMPOSITION

This information will be provided to the City Council on June 13, 2007 assuming the winning bidder(s) submitted the Work Force Report to the City.

BID INFORMATION

Bids must be received by 10:00 a.m. on June 13, 2007 in the Office of Financial Services. The bids will be reviewed by staff and the City's co-financial advisors and an award recommendation will be made. Council will be asked to approve the winning bid and award sale prior to 12:00 noon.

Agenda Date 06/13/2007 - page 2 ATTACHMENT I

SERIES 2007 General Obligation Bonds, $135,350,000

Estimate of Total Bond Issuance Costs and M/WBE Participation

Co-Bond Counsel Cost Percent Vinson & Elkins (Vendor #341246)$ 101,500 29.7% West & Associates (Vendor #330805) 45,303 13.3%

Co-Financial Advisors First Southwest Company (Vendor #193056) 61,926 18.1% Estrada Hinojosa - (Vendor #259910) 41,284 12.1%

Out-of-Pocket Expenses First Southwest Company (Vendor #193056) 10,000 2.9%

Official Statement Typing First Southwest Company (Vendor #193056) 1,500 0.4%

Official Statement Printing Munoz Printing Co. (Vendor #129044) 8,000 2.3%

Rating Agencies Moody's Investors Service (Vendor #951236) 26,393 7.7% Standard & Poor's (Vendor #954974) 28,000 8.2%

Auditor KPMG L.L.P. (Vendor #092122) 8,000 2.3%

Filing Fee Attorney General (Vendor #344989) 9,500 2.8%

Total Issuance Costs $ 341,406 100%

Total M/WBE Participation as % of Total Issuance Costs: 27.7%

ADDENDUM ITEM # 16

KEY FOCUS AREA: Neighborhood Quality of Life

AGENDA DATE: June 13, 2007

COUNCIL DISTRICT(S): 7

DEPARTMENT: Park & Recreation

CMO: Paul D. Dyer, 670-4071

MAPSCO: 46-K ______

SUBJECT

Authorize a professional services contract with Quimby-McCoy Preservation Architecture, LLP for the restoration and reconstruction of the esplanade fountain and Parry Avenue gate at Fair Park - $1,062,900 - Financing: 2006 Bond Funds

BACKGROUND

This action will authorize the award of a professional services contract with Quimby-McCoy Preservation Architecture, LLP in the amount of $1,062,900 for the restoration and reconstruction of the esplanade fountain, and Parry Avenue gate at Fair Park. Of the $1,062,900 fee, $378,800 is for the Parry Avenue gate restoration and $684,100 is for the esplanade fountain restoration project. z The esplanade restoration project will include:

- Restoration/reconstruction of the fountain basin, including special water play features which are synchronized with music and light programs - Reconstruction of the East Grand pylon (at the east end of the fountain) - Reconstruction of sound pylons - Lighting for pylon and sculpture base - Repair of concrete planter, retaining and bench walls - Accessibility improvements - Landscape improvements - Site lighting reconstruction z The Parry Avenue gate restoration project will include:

- Restoration of the Parry Avenue gate, pylon and structures, including conservation of the bas relief artwork on the pylon - Reconstruction of the original turnstile shelters and gate BACKGROUND (Continued)

- Accessibility improvements to Grand Plaza - Landscaping improvements to Grand Plaza - Lighting of gate, pylon and structures - Benches and other site furniture z The consultant's scope of work will include:

- Pre-design services - Survey - Historic research - Preparation of base drawings - Historic finishes analysis, including on-site investigation, sample collection, laboratory analysis, testing, documentation - Art Conservation Assessment Program - Coordination with DART regarding their Parry Avenue station design and construction

- Schematic design, design development, construction documents and construction administration phases, including three cost estimates, historical regulatory approvals, Storm Water Prevention Pollution Plan, and an architectural rendering

ESTIMATED SCHEDULE OF PROJECT

Begin Design July 2007 Complete Design May 2008 Begin Construction December 2008 Complete Construction August 2009

PRIOR ACTION/REVIEW (Council, Boards, Commissions)

The Park and Recreation Board authorized the professional services contract on May 17, 2007.

FISCAL INFORMATION

2006 Bond Funds - $1,062,900

M/WBE INFORMATION

See attached.

Agenda Date 06/13/2007 - page 2 ETHNIC COMPOSITION

Quimby-McCoy Preservation Architecture, LLP

White Female 2

OWNERS

Quimby-McCoy Preservation Architecture, LLP

Marcel Quimby Nancy McCoy

MAP

Attached

Agenda Date 06/13/2007 - page 3 GOOD FAITH EFFORT PLAN SUMMARY

PROJECT: Authorize a professional services contract with Quimby-McCoy Preservation Architecture, LLP for the restoration and reconstruction of the esplanade fountain and Parry Avenue gate at Fair Park - $1,062,900 - Financing: 2006 Bond Funds

Quimby-McCoy Preservation Architecture, LLP is a local, minority firm, has signed the "Good Faith Effort" documentation, and proposes to use the following sub-contractors. PROJECT CATEGORY: Architecture & Engineering ______

LOCAL/NON-LOCAL CONTRACT SUMMARY Amount Percent Total local contracts $789,200.00 74.25% Total non-local contracts $273,700.00 25.75% ------TOTAL CONTRACT $1,062,900.00 100.00%

LOCAL/NON-LOCAL M/WBE PARTICIPATION

Local Contractors / Sub-Contractors

Local Certification Amount Percent Abadi Architecture & Accessibility HFWB31992N0907 $6,790.00 0.86% Jaster-Quintanilla HMMB32784N1107 $124,500.00 15.78% Pwr Solutions, Inc. IMDB30961Y0507 $68,000.00 8.62% Quimby-McCoy Preservation Architecture WFWB33923N0508 $479,522.00 60.76% KJM Associates WFWB32044Y0907 $34,848.00 4.42% ------Total Minority - Local $713,660.00 90.43%

Non-Local Contractors / Sub-Contractors

None

TOTAL M/WBE CONTRACT PARTICIPATION Local Percent Local & Non-Local Percent African American $0.00 0.00% $0.00 0.00% Hispanic American $131,290.00 16.64% $131,290.00 12.35% Asian American $68,000.00 8.62% $68,000.00 6.40% Native American $0.00 0.00% $0.00 0.00% WBE $514,370.00 65.18% $514,370.00 48.39% ------Total $713,660.00 90.43% $713,660.00 67.14% Fair Park Esplanade and Parry Avenue Gates Council District 7

Mapsco 46-K

COUNCIL CHAMBER

June 13, 2007

WHEREAS, it is necessary to retain an architectural/engineering firm for schematic design, design development, construction documents, and construction administration services phases for the restoration and reconstruction of the esplanade fountain, and Parry Avenue gate at Fair Park, and the firm of Quimby-McCoy Preservation Architecture, LLP has presented a proposal dated May 7, 2007 to provide these services for a fee not to exceed $1,062,900.

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 professional services contract with Quimby-McCoy Preservation Architecture, LLP for the restoration and reconstruction of the esplanade fountain, and Parry Avenue gate at Fair Park, in an amount not to exceed $1,062,900.

SECTION 2. That the President of the Park and Recreation Board and the City Manager be authorized to execute the contract with Quimby-McCoy Preservation Architecture, LLP, after approval as to form by the City Attorney's Office.

SECTION 3. That the City Controller be and is hereby authorized to pay the amount of $1,062,900 to Quimby-McCoy Preservation Architecture, LLP as follows:

Parry Gates

2006 Major Recreational Facilities Improvement Fund 6T00, Department PKR, Unit T120, Object 4114, Activity FPRK, Program PK06T120, CT-PKR07018908, Commodity 92500, Vendor VS0000017961 $378,800

Esplanade Fountain

2006 Major Recreational Facilities Improvement Fund 6T00, Department PKR, Unit T097, Object 4114, Activity FPRK, Program PK06T097, CT-PKR07018908, Commodity 92500, Vendor VS0000017961 $684,100

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.

ADDENDUM ITEM # 17

KEY FOCUS AREA: Economic Development

AGENDA DATE: June 13, 2007

COUNCIL DISTRICT(S): 1, 2, 3, 4, 5, 6, 8, 9, 10, 11, 12, 13, 14

DEPARTMENT: Public Works & Transportation

CMO: Ramon F. Miguez, P.E., 670-3308

MAPSCO: 53F; 52R; 45Q; 36W; 42U; 43H; 45U; 58K; 65S; 23E; 23S; 44N; 33U; 69A-P; 65M; 59X; 38G; 39E; 28Z; 37A; 26L; 17V; 16T; 5F; 25G; 45K; 33D ______

SUBJECT

Authorize a contract for stormwater improvements to modify the stormwater collection areas at 27 fire stations, Phase II (list attached) - Texas Standard Construction, Ltd., lowest responsible bidder of two - $1,981,000 - Financing: 2005 Certificates of Obligation ($1,055,808), 2004 Certificates of Obligation ($64,755), and 2006 Bond Funds ($860,437)

BACKGROUND

Modifications are needed to bring the fire stations into regulatory compliance to collect and properly dispose of the water generated while washing fire trucks and apparatus. The scope generally includes modifications to site and utility plan, and drainage and erosion control, but may vary depending upon the station.

Phase II of the project provides for the installation of collection systems for vehicle wash waters for the following City fire stations:

Station No. Address Council District

28 8701 Greenville Avenue 10 29 9830 Shadow Way 10 30 11381 Zodiac Lane 6 31 9365 Garland Road 9 34 1234 Carbona Drive 5 36 3214 N. Hampton Road 3 39 2850 Ruidosa Avenue 9 41 5920 Royal Lane 13 43 2844 Lombardy Lane 6 45 716 W. Commerce Street 6 46 331 E. Camp Wisdom Road 5 47 7161 Envoy Court 6 48 10480 E. Northwest Hwy. 9 51 200 S. St. Augustine Road 8 52 2504 Cockrell Hill Road 1 55 6600 Trammel Drive 9

The City's existing 55 fire stations are scheduled to be retrofitted: z 9 fire stations are under construction and nearing completion. z 4 fire stations are being replaced utilizing 2003 Bond funds. The new facilities shall be designed and constructed to comply with regulatory mandate to collect and properly dispose of the water generated. z 5 fire stations are scheduled to be replaced with the 2006 Bond program; these shall be designed and constructed to comply with regulatory mandate to collect and properly dispose of the water generated. z Modifications for the remaining 27 fire stations needing retrofitting are being dealt with in this action.

This action authorizes a construction contract with Texas Standard Construction, LTD for stormwater drainage modifications, Phase II, at 27 fire stations in the amount of $1,981,000.00.

ESTIMATED SCHEDULE OF PROJECT

Began Design July 2006 Completed Design January 2007 Begin Construction July 2007 Complete Construction April 2008

PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS)

Authorized a professional services contract for design and construction administration on June 28, 2006, by Resolution No. 06-1687.

Agenda Date 06/13/2007 - page 2 FISCAL INFORMATION

2004 Certificates of Obligation - $64,754.78 2005 Certificates of Obligation - $1,055,807.80 2006 Bond Funds - $860,437.42

Design $ 288,000.00 Material Testing $ 50,000.00 Construction $1,981,000.00 Contingency $ 90,000.00

Total $2,409,000.00

Council District Amount

1 $ 146,740.74 2 $ 146,740.74 3 $ 146,740.74 4 $ 73,370.37 5 $ 146,740.74 6 $ 293,481.48 8 $ 220,111.11 9 $ 293,481.48 10 $ 146,740.74 11 $ 73,370.37 12 $ 73,370.37 13 $ 73,370.37 14 $ 146,740.75

Total $ 1,981,000.00

M/WBE INFORMATION

See attached.

ETHNIC COMPOSITION

Texas Standard Construction, Ltd.

African-American Female 0 African-American Male 0 Hispanic Female 0 Hispanic Male 32 White Female 2 White Male 3 Other Female 0 Other Male 0

Agenda Date 06/13/2007 - page 3 BID INFORMATION

The following bids were received and opened on April 19, 2007:

*Denotes successful bidder.

BIDDERS BID AMOUNT

*Texas Standard Construction, Ltd. $1,981,000.00 5524 W. Ledbetter Drive Dallas, Texas 75236 North Texas Contracting, Inc. $2,405,000.00

OWNER(S)

Texas Standard Construction, Ltd.

Ronald Dalton, President

MAP

Attached.

Agenda Date 06/13/2007 - page 4 Stormwater Drainage Modifications at 27 Fire Stations, Phase II

Station No. Address Council District

PROJECT: Authorize a contract for stormwater improvements to modify the stormwater collection areas at 27 fire stations, Phase II (list attached) - Texas Standard Construction, Ltd., lowest responsible bidder of two - $1,981,000 - Financing: 2005 Certificates of Obligation ($1,055,808), 2004 Certificates of Obligation ($64,755), and 2006 Bond Funds ($860,437)

Texas Standard Construction, LTD is a local, non-minority firm, has signed the "Good Faith Effort" documentation, and proposes to use the following sub-contractors. PROJECT CATEGORY: Construction ______

LOCAL/NON-LOCAL CONTRACT SUMMARY Amount Percent Total local contracts $1,981,000.00 100.00% Total non-local contracts $0.00 0.00% ------TOTAL CONTRACT $1,981,000.00 100.00%

LOCAL/NON-LOCAL M/WBE PARTICIPATION

Local Contractors / Sub-Contractors

Local Certification Amount Percent Kenyatta Sand & Gravel BMDB30960Y0507 $554,000.00 27.97% ------Total Minority - Local $554,000.00 27.97%

Non-Local Contractors / Sub-Contractors

None

TOTAL M/WBE CONTRACT PARTICIPATION Local Percent Local & Non-Local Percent African American $554,000.00 27.97% $554,000.00 27.97% Hispanic American $0.00 0.00% $0.00 0.00% Asian American $0.00 0.00% $0.00 0.00% Native American $0.00 0.00% $0.00 0.00% WBE $0.00 0.00% $0.00 0.00% ------Total $554,000.00 27.97% $554,000.00 27.97% [Fire Station Modifications]

COUNCIL CHAMBER

June 13, 2007

WHEREAS, the Environmental Protection Agency (EPA) requires public facilities to comply with NPDES rules for discharge of stormwater; and,

WHEREAS, the City of Dallas requires design and construction administration services for the Stormwater Management Program for the following 27 City fire stations to ensure compliance;

Station No. Address

4 816 S. Akard Street 8 1904 N. Garrett Avenue 9 2002 Cool Mist Lane 13 6902 Frankford Road 16 2616 Chalk Hill Road 18 660 North Griffin Street 21 3210 Love Field Drive 22 12200 Coit Road 23 1660 South Corinth Street 25 2112 56th Street 26 3303 Sheldon Avenue 28 8701 Greenville Avenue 29 9830 Shadow Way 30 11381 Zodiac Lane 31 9365 Garland Road 34 1234 Carbona Drive 36 3214 N. Hampton Road 39 2850 Ruidosa Avenue 41 5920 Royal Lane 43 2844 Lombardy Lane 45 716 W. Commerce Street 46 331 E. Camp Wisdom Road 47 7161 Envoy Court 48 10480 E. Northwest Hwy. 51 200 S. St. Augustine Road 52 2504 Cockrell Hill Road 55 6600 Trammel Drive and,

WHEREAS, on June 28, 2006, Resolution No. 06-1687 authorized a contract with the firm of Alan Plummer Associates, Inc. to provide professional services for this project in an amount not to exceed $271,475; and, COUNCIL CHAMBER

June 13, 2007

WHEREAS, the following bids were received and opened on April 19, 2007:

BIDDERS AMOUNT

Texas Standard Construction Ltd. $1,981,000.00 North Texas Contracting, Inc. $2,405,000.00

Now, Therefore,

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

Section 1. That the City Manager is hereby authorized to execute a contract with Texas Standard Construction, Ltd. for stormwater improvements to modify the stormwater collection areas at 27 fire stations, Phase II, in an amount not to exceed $1,981,000.00, after it has been approved as to form by the City Attorney.

Section 2. That the City Controller is hereby authorized to disburse funds in accordance with the terms and conditions of the contract from:

2004 Certificates of Obligation Fund 0589, Dept. PBW, Unit P196, Act. FIRF Obj. 4599, Program #PBSWP196, CT PBWSWP196H1-01 Vendor #339573, in an amount not to exceed $64,754.78

2005 Certificates of Obligation Fund 0592, Dept. PBW, Unit P196, Act. FIRF Obj. 4599, Program #PBSWP196, CT PBWSWP196H1-02 Vendor #339573, in an amount not to exceed $1,055,807.80

Public Safety Facilities Fund Fund 6T33, Dept. PBW, Unit T844, Act. FIRF Obj. 4599, Program #PBSWP196, CT PBWSWP196H1-03 Vendor #339573, in an amount not to exceed $860,437.42

$1,981,000.00

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.

Distribution: Public Works and Transportation, Cheryl Nichols, OCMC, Room 101 Public Works and Transportation, Pankaj Shah, OCMC, Room 321 City Attorney Fire Rescue Department ADDENDUM ITEM # 18

KEY FOCUS AREA: Economic Development

AGENDA DATE: June 13, 2007

COUNCIL DISTRICT(S): 14

DEPARTMENT: Public Works & Transportation

CMO: Ramon F. Miguez, P.E., 670-3308

MAPSCO: 45G L ______

SUBJECT

Authorize an additional payment to Dallas Area Rapid Transit for the City's share of design and construction costs for the paving and drainage improvements at the intersection of U.S. 75 and Bryan Street - $1,090,000 - Financing: 2006 Bond Funds

BACKGROUND

DART's SE-1 line segment will begin in downtown on Bryan Street and will extend through Deep Ellum along Good Latimer Expressway and on into Pleasant Grove. Along with rail improvements, DART's contractor will also improve and realign Routh Street/Good Latimer Expressway, Bryan Street, and old Central Expressway. This project will remove the US 75 bridge over Bryan Street which has been perceived as a barrier between downtown and the Deep Ellum area and will also lay the groundwork for future improvements to the downtown infrastructure. Because much of the Routh Street project from Ross Avenue to US 75 Southbound Service Road was within Dallas Area Rapid Transit's (DART) Southeast-1 (SE-1) light rail extension project limits, the decision was made to allow DART to be the lead agency in design and construction.

This project's total estimated cost is $14.7 million. DART and the North Central Texas Council of Governments are each providing approximately $3.0 million in funding. The Texas Department of Transportation is providing approximately $4.65 million, and the City's and Dallas County's combined contribution is approximately $4.05 million. Out of the $4.05 million, the City's share is $2,440,000 and the County's share is $1,610,000. At the end of construction, DART will be responsible for all of the rail, rail crossings, and rail crossing warning devices. The City will be responsible for all of the new pavement including the portion of old Central Expressway from just south of Ross Avenue into downtown.

This action will authorize the City’s final payment to DART for construction of paving and drainage improvements at the intersection of US 75 and Bryan Street. No future council action is anticipated for this project. ESTIMATED SCHEDULE OF PROJECT

Began Design August 2004 Completed Design November 2005 Began Construction December 2006 Complete Construction September 2009

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)

Authorized Dallas County’s first call for projects on March 8, 2000, by Resolution No. 00-0898.

Authorized a Project Specific Agreement with Dallas County on November 8, 2006, by Resolution No. 06-3076.

Authorized initial payment to DART on November 8, 2006, by Resolution No. 06-3077.

FISCAL INFORMATION

2006 Bond Funds - $1,090,000

MAP

Attached

Agenda Date 06/13/2007 - page 2 ( ----I lU.S. 75 and Bryan StreetJ

lMapsco 45G, L

COUNCIL CHAMBER

June 13, 2007

WHEREAS, on November 8, 2006, Resolution No. 06-3077 authorized payment of $2,530,000 for the first installment of the city and county share of funding for the U.S. 75 at Bryan Street project associated with the DART Green Line; and,

WHEREAS, Dallas Area Rapid Transit is the lead agency for project development; and, WHEREAS, payment of the City’s final share of $1,090,000 is now due.

Now, Therefore,

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

Section 1. That the City Manager is hereby authorized to to make an additional payment to Dallas Area Rapid Transit for the City's share of design and construction cost for the paving and drainage improvements at the intersection of U.S. 75 and Bryan Street.

Section 2. That the City Controller is hereby authorized to disburse funds in accordance with the terms and conditions of the agreement from:

Street and Transportation Improvements Fund Fund 6T22, Department PBW, Unit U233, Act. INGV Obj. 4510, Program #PB06U233, CT PBW06U233I1 Vendor #232802, in an amount not to exceed $1,090,000.00

Section 3. That the City Controller is hereby authorized to deposit any unused Bond Funds advanced to DART pertaining to this project into Fund 6T22, Department PBW, Unit U233, Object 4510.

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.

Distribution: Public Works and Transportation, Cheryl Nichols, OCMC, Room 101 Public Works and Transportation, David Recht, 1500 Marilla, L1BN City Attorney

ADDENDUM ITEM # 19

KEY FOCUS AREA: Economic Development

AGENDA DATE: June 13, 2007

COUNCIL DISTRICT(S): 14

DEPARTMENT: Public Works & Transportation Office of Cultural Affairs

CMO: Ramon F. Miguez, P.E., 670-3308 Charles W. Daniels, 670-3390

MAPSCO: 45G ______

SUBJECT

Authorize Supplemental Agreement No. 2 to the contract with Corgan Associates, Inc. for design development, construction documents, bidding and construction administration services for the Dallas Center for the Performing Arts, City Performance Hall - $4,846,727, from $2,223,340 to $7,070,067 - Financing: 2006 Bond Funds

BACKGROUND

In the 2003 Bond Program, the voters of Dallas approved Proposition No. 5 for the Dallas Center for the Performing Arts. This bond proposition included funding for the design of the City Performance Hall, addressing the performance space needs of Dallas' many small and medium arts groups. The City Performance Hall is one of the five major components, or venues, to be constructed as part of the Dallas Center for the Performing Arts, composed of the Margot and Bill Winspear Opera House, the Charles and Dee Wyly Theater, a Grand Plaza, the Annette Strauss Arts Square, and the City Performance Hall.

On June 9, 2004, Resolution No. 04-1810 authorized a contract with Corgan Associates, Inc. for the programming phase for the City Performance Hall. The programming process involved over 70 arts groups and identified a 124,000 square feet, multi-phase facility that includes a 750-seat large theater for music and dance, two flexible theaters for theatrical groups, and a full complement of public and support spaces identified by the potential user groups.

On May 10, 2006, Resolution No. 06-1372 authorized Supplemental Agreement No. 1 to the contract with Corgan Associates, Inc. for schematic design phase services, for the full multi-phase facility identified in the programming phase.

This action will authorize Supplemental Agreement No. 2 to the professional services contract with Corgan Associates, Inc. for design development, construction documents, bidding and construction administration phases of the contract for the City Performance Hall approved in the 2006 Bond Program. ESTIMATED SCHEDULE OF PROJECT

Began Design July 2004 Complete Design November 2008

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)

Briefed the Cultural Affairs Committee on January 17, 2002.

Briefed the Arts, Education & Libraries Committee on January 22, 2002.

Briefed City Council on Office of Cultural Affairs' proposed bond projects on April 15, 2002.

Authorized a professional services contract with Corgan Associates, Inc. on June 9, 2004 by Resolution No. 04-1810.

Briefed the Quality of Life Committee on March 27, 2006.

Authorized Supplemental Agreement No. 1 to the professional services contract with Corgan Associates, Inc. on May 10, 2006 by Resolution No. 06-1372.

Briefed the Quality of Life Committee on architectural conceptual design on February 12, 2007.

FISCAL INFORMATION

2006 Bond Funds - $4,846,727

M/WBE INFORMATION

See attached.

ETHNIC COMPOSITION

Corgan Associates, Inc.

African-American Female 4 African-American Male 5 Hispanic Female 16 Hispanic Male 9 White Female 69 White Male 104 Other Female 9 Other Male 2

Agenda Date 06/13/2007 - page 2 OWNER

Corgan Associates, Inc.

David J. Lind, Managing Principal Robert Morris, Managing Principal Jon Holzheimer, Managing Principal Suzanne M. Charriere, Managing Principal

MAP

Attached.

Agenda Date 06/13/2007 - page 3 GOOD FAITH EFFORT PLAN SUMMARY

PROJECT: Authorize Supplemental Agreement No. 2 to the contract with Corgan Associates, Inc. for design development, construction documents, bidding and construction administration services for the Dallas Center for the Performing Arts, City Performance Hall - $4,846,727, from $2,223,340 to $7,070,067 - Financing: 2006 Bond Funds

Corgan Associates, Inc. is a local, non-minority firm, has signed the "Good Faith Effort" documentation, and proposes to use the following sub-contractors. PROJECT CATEGORY: Architecture & Engineering ______

LOCAL/NON-LOCAL CONTRACT SUMMARY - THIS ACTION ONLY Amount Percent Local contracts $2,935,534.00 60.57% Non-local contracts $1,911,193.00 39.43% ------TOTAL THIS ACTION $4,846,727.00 100.00%

LOCAL/NON-LOCAL M/WBE PARTICIPATION THIS ACTION

Local Contractors / Sub-Contractors

Local Certification Amount Percent Lopez Garcia Group HFDB22018Y0407 $90,000.00 3.07% Charles Gojer & Associates, Inc. HMDB22475Y0405 $91,500.00 3.12% Caye Cooke WFDB22161Y0305 $274,500.00 9.35% MS Dallas Reprographics WFWB18926Y0505 $95,000.00 3.24% Moye IT Consulting WFDB27660Y0606 $73,335.00 2.50% LUM Lighting WFDB541420 $28,900.00 0.98% Resource Environmental Consulting, Inc. WFWB30720N0507 $25,000.00 0.85% ------Total Minority - Local $678,235.00 23.10%

Non-Local Contractors / Sub-Contractors

Non-local Certification Amount Percent Travel Service Everywhere WFWBE235691207 $91,650.00 4.80% Carol Naughton & Associates, Inc. WFDB28425Y0806 $67,500.00 3.53% ------Total Minority - Non-local $159,150.00 8.33% TOTAL M/WBE PARTICIPATION This Action Participation to Date Amount Percent Amount Percent African American $0.00 0.00% $12,000.00 0.17% Hispanic American $181,500.00 3.74% $450,150.00 6.37% Asian American $0.00 0.00% $0.00 0.00% Native American $0.00 0.00% $0.00 0.00% WBE $655,885.00 13.53% $952,685.00 13.47% ------Total $837,385.00 17.28% $1,414,835.00 20.01% ---, City Performance Hall]

Mapsco 45G] COUNCIL CHAMBER

June 13, 2007

WHEREAS, in the 2003 Bond Program, the voters of Dallas approved Proposition No. 5, which approved funding for the design of the City Performance Hall; and,

WHEREAS, on June 9, 2004, Resolution No. 04-1810 authorized a professional services contract with Corgan Associates, Inc. for architectural and engineering services, commencing with the pre-design programming phase of the contract for the design of the City Performance Hall in the amount of $491,600; and,

WHEREAS, on May 10, 2006, Resolution No. 06-1372 authorized Supplemental Agreement No. 1 to the contract with Corgan Associates, Inc. for schematic design master planning services for the Dallas Center for the Performing Arts, City Performance Hall, in the amount of $1,731,740, from $491,600 to $2,223,340; and,

WHEREAS, in the 2006 Bond Program, the voters of Dallas approved Proposition No. 5, which approved funding to complete the design and construction of the first phase of the City Performance Hall; and,

WHEREAS, it is now desirable to authorize Supplemental Agreement No. 2 to the contract with Corgan Associates, Inc. for design development, construction documents, bidding and construction administration services for the Dallas Center for the Performing Arts, City Performance Hall, in the amount of $4,846,727, increasing the contract from $2,223,340 to $7,070,067.

Now, Therefore,

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

Section 1. That the City Manager is hereby authorized to execute Supplemental Agreement No. 2 to the contract with Corgan Associates, Inc. for design development, construction documents, bidding and construction administration services for the Dallas Center for the Performing Arts, City Performance Hall, in the amount of $4,846,727, from $2,223,340 to $7,070,067, after it has been approved as to form by the City Attorney.

Section 2. That the City Controller is hereby authorized to disburse funds in accordance with the terms and conditions of the contract from:

Cultural Arts Facilities Fund Fund 6T49, Dept. PBW, Unit T696, Act. CULF Obj. 4112, Program #PB06T696, CT PBW06T696I1 Vendor #088914, in an amount not to exceed $4,846,727 COUNCIL CHAMBER

June 13, 2007

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: Public Works and Transportation, Cheryl Nichols, OCMC, Room 101 Public Works and Transportation, Tom Wurtz, OCMC, Room 321 Office of Cultural Affairs City Attorney Office of Financial Services ADDENDUM ITEM # 20

KEY FOCUS AREA: Economic Development

AGENDA DATE: June 13, 2007

COUNCIL DISTRICT(S): All

DEPARTMENT: Public Works & Transportation

CMO: Ramon F. Miguez, P.E., 670-3308

MAPSCO: Citywide ______

SUBJECT

Authorize (1) a professional services contract with HNTB Corporation for program management of major flood management and storm drainage projects included in the 2006 Bond Program, in an amount not to exceed $8,423,300; (2) a professional services contract with Carter & Burgess, Inc. for the design of the levee drainage system at Hampton/Oaklawn Sump and Pavaho Sump, in an amount not to exceed $7,621,000; (3) a professional services contract with Halff Associates, Inc. for the design of Mill Creek, Phase I, and Middle Peaks Branch, Phases I and II, in an amount not to exceed $8,571,100; and (4) a professional services contract with Nathan D. Maier Consulting Engineers, Inc. for preliminary engineering for the State-Thomas at Woodall Rodgers Storm Drainage Study, in an amount not to exceed $231,705 - Total not to exceed $24,847,105 - Financing: 2006 Bond Funds

BACKGROUND

Never in the history of the City of Dallas have we embarked upon a program of capital improvements such as the 2006 Bond Program. Thanks to the voters of the citizens of Dallas, many of the needs will be addressed including much needed improvements to several large storm drainage and flood management systems. The 2006 Bond Program included $334M in Proposition No. 2 for storm drainage and flood management projects. Proposition No. 2 included seven (7) large and complex projects totaling $205M.

Flood Management

Levee Drainage System - Hampton-Oaklawn Sump $ 48,116,510 Levee Drainage System - Pavaho Sump $ 37,778,480 Levee Drainage System – Pressure Sewers $ 14,720,921 BACKGROUND (Continued)

Storm Drainage

Middle Peaks Branch Drainage Relief Phase 1 $ 22,340,355 Middle Peaks Branch Drainage Relief Phase 2 $ 12,566,450 Mill Creek Drainage Relief Phase 1 $ 57,688,760 State-Thomas at Woodall Rodgers Drainage Outfall $ 11,933,405

Total $205,144,881

These projects were prioritized by Council and scheduled in the first 2006 Bond Program bond sale. The projects require special knowledge and expertise in large pump station and deep tunneling design and construction. Staff briefed Council on December 4, 2006, on delivery options for the 2006 Bond Program and recommended a program management and full-service consultant approach for delivering these high-risk, high-price, one-time need projects. The Program Manager will be an extension of staff and act as the City’s project manager, responsible for all phases of work of the seven (7) projects including scheduling, budgets, permitting, design, construction, plan review, inspection oversight, and coordination of the projects and with developments associated with the Trinity River. Following a qualifications-based selection process, in accordance with A.D. 4-5, staff selected the HNTB Corporation as Program Manager. Their knowledge and experience will provide the adequate coordination, review and oversight necessary to meet the schedule and budget demands.

The full-service consultants will provide the technical expertise for basic engineering design, surveying, utility coordination, right-of-way acquisition, and construction management for each of the seven (7) projects. Following a qualifications-based selection process, in accordance with A.D. 4-5, staff selected Carter & Burgess, Inc. as the full-service consultant for the Hampton-Oaklawn and Pavaho Sump projects, Halff Associates as the full-service consultant for the Peaks Branch and Mill Creek drainage projects, and Nathan D. Maier Consulting Engineers as the full-service consultant for the State-Thomas at Woodall Rodgers Outfall project. The Levee Drainage System – Pressure Sewer project will be divided into two contracts. HDR Engineering, Inc. and CH2M Hill were selected as the full-service consultants. The design contract awards are anticipated for later this year following coordination of the scope with the Trinity Lakes Project.

This action provides for the award of the following design services portion of the program manager and the full-service consultant contracts to the selected firms mentioned in the previous paragraph, estimated to be at the end of 2009.

Agenda Date 06/13/2007 - page 2 BACKGROUND (Continued)

Firm Contract Award Amount

HNTB Corporation Program Manager $ 8,423,300

Carter & Burgess, Inc. Hampton-Oaklawn Sump and $ 7,621,000 Pavaho Sump

Halff Associates Peaks Branch Drainage $ 8,571,100 Phases 1 & 2 and Mill Creek Drainage, Phase I

Nathan D. Maier State-Thomas at Woodall $ 231,705 Consulting Engineers Rodgers Outfall Study

Total $24,847,105

The construction management portion will be awarded through supplemental agreements as design nears completion and the construction scope and schedule can be more precisely defined. Construction completion for all projects is currently estimated to be mid 2013.

The delivery method, scope, consultant selection, schedule, and budget for these projects was briefed to the Trinity River Committee on May 21, 2007. The Committee recommended award of these contracts as recommended herein by staff.

ESTIMATED SCHEDULE OF PROJECTS

Begin Complete Project Design Design

Levee Drainage System - Hampton/ June 2007 June 2009 Oak Sump

Levee Drainage System - Pavaho June 2007 June 2009 Sump

Levee Drainage System - Pressure November 2007 May 2009 Sewers

Middle Peaks Branch - Phase I & II June 2007 December 2009

Mill Creek System - Phase I June 2007 December 2009

Agenda Date 06/13/2007 - page 3 ESTIMATED SCHEDULE OF PROJECTS (Continued)

State-Thomas @ Woodall Rodgers June 2007 March 2008 Storm Drainage Study

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)

Briefed the Trinity River Committee on Full-Service Project Delivery on May 21, 2007.

FISCAL INFORMATION

2006 Bond Funds - $24,847,105

Levee Drainage System - Hampton/Oaklawn Sump

Design (PWT) $ 4,267,760 Construction $ 41,751,348 (est.) Total $ 46,019,108 (est.)

Levee Drainage System - Pavaho Sump

Design (PWT) $ 3,353,240 Construction $ 32,778,485 (est.) Total $ 36,131,725 (est.)

Levee Drainage System - Pressure Sewers

Design (PWT) $ 1,177,673 (est.) Construction $12,901,393 (est.) Total $14,079,066 (est.)

Middle Peaks Branch - Phase I & II

Design (PWT) $ 3,274,850 Construction $ 30,109,865 (est.) Total $ 33,384,715 (est.)

Mill Creek System - Phase I

Design (PWT) $ 5,296,250 Construction $ 49,877,312 (est.) Total $ 55,173,562 (est.)

Woodall Rodgers Study

Design $ 231,705

Agenda Date 06/13/2007 - page 4 M/WBE INFORMATION

See attached.

ETHNIC COMPOSITION

HNTB Corporation

Hispanic Female 2 Hispanic Male 6 African-American Female 5 African-American Male 5 Other Female 6 Other Male 9 White Female 37 White Male 72

Carter & Burgess, Inc.

Hispanic Female 8 Hispanic Male 29 African-American Female 11 African-American Male 16 Other Female 9 Other Male 22 White Female 53 White Male 187

Halff Associates, Inc.

Hispanic Female 15 Hispanic Male 68 African-American Female 9 African-American Male 12 Other Female 6 Other Male 16 White Female 88 White Male 284

Nathan D. Maier Consulting Engineers, Inc.

Hispanic Female 1 Hispanic Male 6 African-American Female 0 African-American Male 0 Other Female 0 Other Male 2 White Female 10 White Male 28

OWNER(S)

HNTB Corporation

Jerry D. Holder, Jr., P.E., Vice President

Carter & Burgess, Inc.

Albert C. Petrasek, Jr., P.E., Ph.D., Vice President

Agenda Date 06/13/2007 - page 5 OWNER(S)

Halff Associates, Inc.

Greg Kuhn, P.E., Vice President

Nathan D. Maier Consulting Engineers, Inc.

William L. Wallace, P.E., Executive Vice President

MAP(S)

Attached.

Agenda Date 06/13/2007 - page 6 GOOD FAITH EFFORT PLAN SUMMARY

PROJECT: Authorize a professional services contract with HNTB Corporation for program management of major flood management and storm drainage projects included in the 2006 Bond Program, in an amount not to exceed $8,423,300 - Financing: 2006 Bond Funds

HNTB Corporation is a local, non-minority firm, has signed the "Good Faith Effort" documentation, and proposes to use the following sub-contractors. PROJECT CATEGORY: Architecture & Engineering ______

LOCAL/NON-LOCAL CONTRACT SUMMARY Amount Percent Total local contracts $8,093,300.00 96.08% Total non-local contracts $330,000.00 3.92% ------TOTAL CONTRACT $8,423,300.00 100.00%

LOCAL/NON-LOCAL M/WBE PARTICIPATION

Local Contractors / Sub-Contractors

Local Certification Amount Percent Mas-Tek Engineering & Associates, Inc. BFDB30642Y0408 $1,052,000.00 13.00% Pacheco Koch Consulting Engineers, Inc. HMDB31285Y0707 $640,000.00 7.91% Jaster Quintanilla HMMB32784N1107 $100,000.00 1.24% Trevino Engineering Support Services HMDB31492Y0707 $45,000.00 0.56% Gupta & Associates, Inc. PMMB33873Y0508 $150,000.00 1.85% ------Total Minority - Local $1,987,000.00 24.55%

Non-Local Contractors / Sub-Contractors

Non-local Certification Amount Percent Mandy Vassign Engineering WFDB33856N0408 $330,000.00 100.00% ------Total Minority - Non-local $330,000.00 100.00%

TOTAL M/WBE CONTRACT PARTICIPATION Local Percent Local & Non-Local Percent African American $1,052,000.00 13.00% $1,052,000.00 12.49% Hispanic American $785,000.00 9.70% $785,000.00 9.32% Asian American $150,000.00 1.85% $150,000.00 1.78% Native American $0.00 0.00% $0.00 0.00% WBE $0.00 0.00% $330,000.00 3.92% ------Total $1,987,000.00 24.55% $2,317,000.00 27.51% GOOD FAITH EFFORT PLAN SUMMARY

PROJECT: Authorize a professional services contract with Carter & Burgess, Inc. for the design of the levee drainage system at Hampton/Oaklawn Sump and Pavaho Sump, in an amount not to exceed $7,621,000 - Financing: 2006 Bond Funds

Carter & Burgess, Inc., is a local, non-minority firm, has signed the "Good Faith Effort" documentation, and proposes to use the following sub-contractors. PROJECT CATEGORY: Architecture & Engineering ______

LOCAL/NON-LOCAL CONTRACT SUMMARY Amount Percent Total local contracts $7,311,000.00 95.93% Total non-local contracts $310,000.00 4.07% ------TOTAL CONTRACT $7,621,000.00 100.00%

LOCAL/NON-LOCAL M/WBE PARTICIPATION

Local Contractors / Sub-Contractors

Local Certification Amount Percent Urban Engineers Group, Inc. HFDB33931Y0508 $212,500.00 2.91% Campos Engineering HMDB31678Y0807 $453,743.00 6.21% Chiang Patel & Yerby PMMB30694Y0508 $979,582.00 13.40% Dal-Tech Engineering, Inc. WFWB31047Y0607 $317,000.00 4.34% ------Total Minority - Local $1,962,825.00 26.85%

Non-Local Contractors / Sub-Contractors

None

TOTAL M/WBE CONTRACT PARTICIPATION Local Percent Local & Non-Local Percent African American $0.00 0.00% $0.00 0.00% Hispanic American $666,243.00 9.11% $666,243.00 8.74% Asian American $979,582.00 13.40% $979,582.00 12.85% Native American $0.00 0.00% $0.00 0.00% WBE $317,000.00 4.34% $317,000.00 4.16% ------Total $1,962,825.00 26.85% $1,962,825.00 25.76% GOOD FAITH EFFORT PLAN SUMMARY

PROJECT: Authorize a professional services contract with Halff Associates, Inc. for the design of Mill Creek, Phase I, and Middle Peaks Branch, Phases I and II, in an amount not to exceed $8,571,100 - Financing: 2006 Bond Funds

Halff Associates, Inc., is a local, non-minority firm, has signed the "Good Faith Effort" documentation, and proposes to use the following sub-contractors. PROJECT CATEGORY: Architecture & Engineering ______

LOCAL/NON-LOCAL CONTRACT SUMMARY Amount Percent Total local contracts $7,275,300.00 84.88% Total non-local contracts $1,295,800.00 15.12% ------TOTAL CONTRACT $8,571,100.00 100.00%

LOCAL/NON-LOCAL M/WBE PARTICIPATION

Local Contractors / Sub-Contractors

Local Certification Amount Percent APM Associates BMDB33050Y1207 $435,100.00 5.98% Urban Engineers Group, Inc. HFDB30705Y0508 $215,400.00 2.96% Charles Gojer & Associates HMDB33985Y0508 $398,000.00 5.47% Salcedo Group, Inc. HMDB32556Y1007 $261,800.00 3.60% Garcia Land Data HMMB32999N1207 $206,200.00 2.83% ARS Engineers, Inc. IMDB33763Y0308 $281,500.00 3.87% KJM WFWB32044Y0907 $300,800.00 4.13% Hayden Consusltants, Inc. WFDB30767Y0508 $171,600.00 2.36% Nathan D. Maier Consulting WFWB33878Y0508 $43,400.00 0.60% ------Total Minority - Local $2,313,800.00 31.80%

Non-Local Contractors / Sub-Contractors

None

TOTAL M/WBE CONTRACT PARTICIPATION Local Percent Local & Non-Local Percent African American $435,100.00 5.98% $435,100.00 5.08% Hispanic American $1,081,400.00 14.86% $1,081,400.00 12.62% Asian American $281,500.00 3.87% $281,500.00 3.28% Native American $0.00 0.00% $0.00 0.00% WBE $515,800.00 7.09% $515,800.00 6.02% ------Total $2,313,800.00 31.80% $2,313,800.00 27.00% GOOD FAITH EFFORT PLAN SUMMARY

PROJECT: Authorize a professional services contract with Nathan D. Maier Consulting Engineers, Inc. for preliminary engineering for the State-Thomas at Woodall Rodgers Storm Drainage Study, in an amount not to exceed $231,705 - Financing: 2006 Bond Funds

Nathan D. Maier Consulting Engineers, Inc., is a local, non-minority firm, has signed the "Good Faith Effort" documentation, and proposes to use the following sub-contractors. PROJECT CATEGORY: Architecture & Engineering ______

LOCAL/NON-LOCAL CONTRACT SUMMARY Amount Percent Total local contracts $231,705.00 100.00% Total non-local contracts $0.00 0.00% ------TOTAL CONTRACT $231,705.00 100.00%

LOCAL/NON-LOCAL M/WBE PARTICIPATION

Local Contractors / Sub-Contractors

Local Certification Amount Percent APM & Associates, Inc. BMDB33050Y1207 $4,000.00 1.73% Metropolitan Infrastructure HMDB32070Y0907 $21,000.00 9.06% Nathan D. Maier WFWB33878Y0508 $160,155.00 69.12% Mehta West Brashear Group WFDB32964Y1207 $30,550.00 13.18% Integrated Environmental Solutions, Inc. WFDB31162Y0607 $4,000.00 1.73% ------Total Minority - Local $219,705.00 94.82%

Non-Local Contractors / Sub-Contractors

None TOTAL M/WBE CONTRACT PARTICIPATION Local Percent Local & Non-Local Percent African American $4,000.00 1.73% $4,000.00 1.73% Hispanic American $21,000.00 9.06% $21,000.00 9.06% Asian American $0.00 0.00% $0.00 0.00% Native American $0.00 0.00% $0.00 0.00% WBE $194,705.00 84.03% $194,705.00 84.03% ------Total $219,705.00 94.82% $219,705.00 94.82% [Major Flood Projects]

~ DAlLAS~ " 1 J' [Major Storm Projects]

COUNCIL CHAMBER

June 13, 2007

WHEREAS, four engineering firms were selected to provide program management and engineering design of major flood management and storm drainage projects included in the 2006 Bond Program;

Now, Therefore,

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

Section 1. That the City Manager is hereby authorized to enter into a contract with each engineering firm for engineering services for the indicated projects in an amount not to exceed $24,847,105.

Section 2. That the City Manager is hereby authorized to execute the contracts after they have been approved as to form by the City Attorney.

Section 3. That the City Controller is hereby authorized to disburse funds in accordance with the terms and conditions of the contracts in the amounts as indicated: a. HNTB Corporation, for Program Management for Major Flood and Drainage Projects:

Flood Protection and Storm Drainage Facilities Fund Fund 6T23, Department PBW, Unit T509, Act. FLDM Obj. 4111, Program #PB06T509, CT PBW06T509I1-01 Vendor #352433, in an amount not to exceed $2,097,402.00

Flood Protection and Storm Drainage Facilities Fund Fund 6T23, Department PBW, Unit T510, Act. FLDM Obj. 4111, Program #PB06T510, CT PBW06T509I1-02 Vendor #352433, in an amount not to exceed $1,646,755.00

Flood Protection and Storm Drainage Facilities Fund Fund 6T23, Department PBW, Unit T512, Act. FLDM Obj. 4111, Program #PB06T512, CT PBW06T509I1-03 Vendor #352433, in an amount not to exceed $641,855.00

Flood Protection and Storm Drainage Facilities Fund Fund 6T23, Department PBW, Unit T523, Act. SDRS Obj. 4111, Program #PB06T523, CT PBW06T509I1-04 Vendor #352433, in an amount not to exceed $974,138.00

Flood Protection and Storm Drainage Facilities Fund Fund 6T23, Department PBW, Unit T524, Act. SDRS Obj. 4111, Program #PB06T524, CT PBW06T509I1-05 Vendor #352433, in an amount not to exceed $547,952.00 COUNCIL CHAMBER

June 13, 2007

Flood Protection and Storm Drainage Facilities Fund Fund 6T23, Department PBW, Unit T525, Act. SDRS Obj. 4111, Program #PB06T525, CT PBW06T509I1-06 Vendor #352433, in an amount not to exceed $2,515,198.00 b. Carter & Burgess, Inc. for design of pump station improvements for: Levee Drainage System - Hampton/Oak Lawn; and Levee Drainage System - Pavaho Sump:

Flood Protection and Storm Drainage Facilities Fund Fund 6T23, Department PBW, Unit T509, Act. FLDM Obj. 4111, Program #PB06T509, CT PBW06T509I2-01 Vendor #101370, in an amount not to exceed $4,267,760.00

Flood Protection and Storm Drainage Facilities Fund Fund 6T23, Department PBW, Unit T510, Act. FLDM Obj. 4111, Program #PB06T510, CT PBW06T509I2-02 Vendor #101370, in an amount not to exceed $3,353,240.00 c. Halff Associates, Inc. for the design of storm drainage system improvements for: Middle Peaks Branch - Phase I & II; and Mill Creek System - Phase I:

Flood Protection and Storm Drainage Facilities Fund Fund 6T23, Department PBW, Unit T523, Act. SDRS Obj. 4111, Program #PB06T523, CT PBW06T523I1-01 Vendor #089861, in an amount not to exceed $1,637,425.00

Flood Protection and Storm Drainage Facilities Fund Fund 6T23, Department PBW, Unit T524, Act. SDRS Obj. 4111, Program #PB06T524, CT PBW06T523I1-02 Vendor #089861, in an amount not to exceed $1,637,425.00

Flood Protection and Storm Drainage Facilities Fund Fund 6T23, Department PBW, Unit T525, Act. SDRS Obj. 4111, Program #PB06T525, CT PBW06T523I1-03 Vendor #089861, in an amount not to exceed $5,296,250.00 COUNCIL CHAMBER

June 13, 2007 d. Nathan D. Maier Consulting Engineers, Inc. for preliminary engineering for: Woodall Rodgers Storm Drainage Study.

Flood Protection and Storm Drainage Facilities Fund Fund 6T23, Department PBW, Unit T537, Act. SDRS Obj. 4111, Program #PB06T537, CT PBW06T537I1 Vendor #192659, in an amount not to exceed $231,705.00

Total in an amount not to exceed $24,847,105.00

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.

Distribution: Public Works and Transportation, Cheryl Nichols, OCMC, Room 101 Public Works and Transportation, Modesta Pena, OCMC, Room 307 City Attorney

ADDENDUM ITEM # 21

KEY FOCUS AREA: Neighborhood Quality of Life

AGENDA DATE: June 13, 2007

COUNCIL DISTRICT(S): 8

DEPARTMENT: Sanitation Services

CMO: Ramon F. Miguez, P.E., 670-3308

MAPSCO: 67P ______

SUBJECT

Authorize Supplemental Agreement No. 1 to the contract with R.W. Beck, Inc. to provide an appraisal and valuation of the lease at the McCommas Landfill Gas Plant - Not to exceed $96,000, from $121,949 to $217,949 - Financing: Current Funds

BACKGROUND

On October 27, 2004, City Council authorized by Resolution No. 04-3057 a professional services contract with R.W. Beck, Inc. (RWB), to conduct a bioreactor study and permit modification for accelerated decomposition of waste and increased methane gas generation at the McCommas Bluff Landfill. The project scope was expanded under an August 9, 2006, Council Resolution (# 06-2036). Under this project, RWB has completed a design of biotech landfill waste cells and prepared a landfill modification for TCEQ consideration. Future waste cells will be operated to optimize waste degradation which enhances the production of a green energy source (methane).

In May 2007, the leaseholders for McCommas Bluff Landfill gas plant filed Chapter 11 bankruptcy. As a result if the filing, there are several possible outcomes for the gas plant and the use of the renewable energy source. All of the outcomes will likely require City participation and/or concurrence. A full and detailed valuation of the lease will be essential to the City's informed decisions in this matter. This action authorizes City Council to supplement the existing agreement with RWB to complete the valuation of the Landfill Gas Processing Plant and all associated assets.

ESTIMATED SCHEDULE OF PROJECT

Begin Project June 2007 Complete Project August 2007 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)

On August 9, 2006, City Council authorized a professional services contract with R. W. Beck, Inc. for the continuation of landfill biotechnology work at the McCommas Bluff Landfill, by Resolution No. 06-2036.

On October 27, 2004, City Council authorized a professional services contract with R. W. Beck, Inc. for conducting a landfill bioreactor study and permit modification at the McCommas Bluff Landfill, by Resolution No. 04-3057.

On October 22, 2003, City Council approved and accepted grant funds from the North Central Texas Council of Governments for a Landfill Bioreactor Study at the McCommas Bluff Landfill, by Resolution No. 03-2841.

FISCAL INFORMATION

Current Funds - $96,000

M/WBE INFORMATION

See attached.

ETHNIC COMPOSITION

R.W. Beck, Inc.

Hispanic Female 15 Hispanic Male 10 African American Female 9 African American Male 15 Other Female 15 Other Male 15 White Female 180 White Male 332

OWNER(S)

R.W. Beck, Inc.

Robert W. Craggs, Vice President

Agenda Date 06/13/2007 - page 2 GOOD FAITH EFFORT PLAN SUMMARY

PROJECT: Authorize Supplemental Agreement No. 1 to the contract with R.W. Beck, Inc. to provide an appraisal and valuation of the lease at the McCommas Landfill Gas Plant - Not to exceed $96,000, from $121,949 to $217,949 - Financing: Current Funds

R.W. Beck, Inc. is a non-local, non-minority firm, has signed the "Good Faith Effort" documentation, and proposes to use the following sub-contractors. PROJECT CATEGORY: Professional Services ______

LOCAL/NON-LOCAL CONTRACT SUMMARY - THIS ACTION ONLY Amount Percent Local contracts $0.00 0.00% Non-local contracts $96,000.00 100.00% ------TOTAL THIS ACTION $96,000.00 100.00%

LOCAL/NON-LOCAL M/WBE PARTICIPATION THIS ACTION

Local Contractors / Sub-Contractors

None Non-Local Contractors / Sub-Contractors

None

TOTAL M/WBE PARTICIPATION This Action Participation to Date Amount Percent Amount Percent African American $0.00 0.00% $0.00 0.00% Hispanic American $0.00 0.00% $0.00 0.00% Asian American $0.00 0.00% $29,535.00 13.55% Native American $0.00 0.00% $0.00 0.00% WBE $0.00 0.00% $0.00 0.00% ------Total $0.00 0.00% $29,535.00 13.55%

COUNCIL CHAMBER

June 13, 2007

WHEREAS, on August 9, 2006, Resolution No. 06-2036 authorized a professional services contract for implementing landfill biotechnology at the McCommas Bluff Landfill.

WHEREAS, it is now necessary to acquire appraisal and detailed valuation of the McCommas Landfill Gas Plant and lease as a result of the May 7, 2007, declaration of bankruptcy by the gas plant leaseholder; and

WHEREAS, R.W. Beck, Inc. has recent and direct experience with the McCommas Bluff Landfill gas development process, and has demonstrated capabilities to perform the valuation study, as evidenced by their scope of work and credentials, dated June 8, 2007.

Now, Therefore,

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

Section 1. That the city Manager authorize Supplemental Agreement No. 1 to the contract with R.W. Beck, Inc., to provide appraisal and valuation of the lease at the McCommas Landfill Gas Plant.

Section 2. That the City Controller be and is hereby authorized to disburse funds in accordance with the terms and conditions of the agreement to R.W. Beck, Inc., from Fund 0001, Dept. SAN, Unit 3591, Object Code 3070, Encumbrance No. SAN663707I421 in an amount not to exceed $96,000, from $121,949 to $217,949.

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: City Attorney’s Office Office of Financial Services Sanitation Services

ADDENDUM ITEMS # 22,23

KEY FOCUS AREA: Neighborhood Quality of Life

AGENDA DATE: June 13, 2007

COUNCIL DISTRICT(S): 2

DEPARTMENT: Department of Development Services

CMO: A. C. Gonzalez, 671-8925

MAPSCO: 34N ______SUBJECT

Municipal Setting Designation at 16 Properties

* A public hearing to receive comments on a proposed municipal setting designation to prohibit the use of groundwater beneath 16 properties located at 2119, 2301, 2313, 2345, 2411, 2415, 2419, 2423 and 2449 West Mockingbird Lane; 6616, 6820, 6840 and 6910 Forest Park Road; 2232 and 2328 Empire Central Drive; 6641 Maple Avenue and adjacent City rights-of-way – Financing: No cost consideration to the City

* An ordinance authorizing support of the issuance of a municipal setting designation to Balcones Realty Partners, LLC by the Texas Commission on Environmental Quality and prohibiting the use of groundwater beneath the 16 designated properties as potable water – Financing: No cost consideration to the City Recommendation of Staff: Approval

BACKGROUND

The Texas Health and Safety Code authorized the Texas Commission on Environmental Quality (TCEQ) to certify a municipal setting designation (MSD) for property with contaminated groundwater if the municipality where the property is located supports the application. Dallas City Code Section 51A-6.108 provides a process for City Council authorization of MSD ordinances prohibiting the use of designated groundwater as potable water. A public water supply system must be available to serve all properties within a one-half mile radius of the Designated Property.

The MSD provides an alternative means to address contaminated groundwater and thereby may significantly reduce costs and risks associated with development or redevelopment of the Designated Property. The Designated Property including the adjacent City rights-of-way contains a total of approximately 40 acres of land. BACKGROUND(continued)

The Designated Property is currently developed with multiple uses as detailed below:

6616 Forest Park Road – office building (1960s to current) – multi-tenant office building

6820 and 6840 Forest Park Road – former Long Mile/Davis Crane (1960s to 1990) - former manufacturing operations for Goodyear Tire and Crane operations

6910 Forest Park Road – former Bonnie Blue/Wood Preserving (1950s to 1980s) – unoccupied commercial facility which formerly treated lumber

2232 Empire Central Drive – Love Field Mobile Home Park (1950s to Current) - mobile home park

2328 Empire Central Drive – vacant lot is used for storage of pottery and landscaping material (1960s to Current)

2301 West Mockingbird Lane – Swif-T-Mart/Fina Gas Station (1970s to Current) – unoccupied gas station

2313 West Mockingbird Lane – vacant lot used for tractor trailer storage

2345 West Mockingbird Lane – Lute Riley Auto Body Shop (1970s to Current) – includes an auto maintenance building and exterior paint booth

6641 Maple Avenue – former gas station (1940s to 1980s) – currently vacant property

2411 West Mockingbird Lane – Kiger Tire Company, Inc. – office building, automotive repair and tire repair facility

2415 West Mockingbird Lane – German Precision Auto (1940s to Current) – buildings used for automotive repair

2419 and 2423 West Mockingbird Lane – Sanchez Auto Sales (1940s to Current) – building used for automotive sales

2119 and 2449 West Mockingbird Lane – American Technical Institute (1960s to Current) – building used for training of automotive repair and maintenance

The Designated Property is underlain by an affected groundwater zone at depths of approximately 8 and 32 feet below ground surface (bgs). The shallow groundwater zone is underlain by the Eagle Ford Shale, which is encountered at 35 to 45 feet bgs. Groundwater flows to the south and southeast beneath the western portion of the Designated Property and west and southwest beneath the eastern portion of the Designated Property.

Agenda Date 06/13/2007 -page 2 BACKGROUND (continued)

The groundwater has been affected by petroleum hydrocarbons, chlorinated hydrocarbons, and semi-volatile organic compounds. The source of these chemicals appears to be historical onsite use of fuels, wood treating chemicals, and solvents.

An application to enter the Designated Property (Site) into the Texas Voluntary Cleanup Program (VCP) administered by TCEQ was submitted on February 23, 2007 and the Site has been designated as VCP Facility ID No. 2039.

There are 2 state-registered water wells located within one-half mile of the Site. An industrial well completed to a depth of 1,527 feet below grade exists approximately 1,300 feet southeast of the Site. A second well located approximately 1,400 feet upgradient of the Site is completed to a depth of 48 feet below grade with the proposed use listed as “yard.”

The applicant has requested that the City support its application for a MSD. A public meeting was held on May 24, 2007 to receive comments and concerns. Notices of the meeting were sent to 956 property owners within 2,500 feet of the property and private well owners within 5 miles of the property. There are no other municipalities within one-half mile of the property.

This item is a municipal setting designation ordinance prohibiting the use of potable groundwater beneath properties located at 2119, 2301, 2313, 2345, 2411, 2415, 2419, 2423 and 2449 West Mockingbird Lane; 6616, 6820, 6840 and 6910 Forest Park Road; 2232 and 2328 Empire Central Drive; and 6641 Maple Avenue including adjacent city rights-of-way; and supporting the issuance of a MSD by TCEQ.

The Applicant’s current plan is to obtain a VCP Certificate of Completion, supported by a MSD. The proposed future use of the property has not been finalized, but is expected to include retail development.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)

This item has no prior action.

FISCAL INFORMATION

No cost consideration to the City

OWNERS

Greenway-Mockingbird, L.P.

Greenway-Mockingbird GP, LLC, General Partner Gerald Stool, President

Agenda Date 06/13/2007 -page 3 OWNERS (continued)

HJC Development-I, LTD.

Kinney Management, LLC, General Partner H. Craig Kinney, Manager

Gartner 720, LTD.

Gartner 720 GP, LLC, General Partner Gale Gartner, Manager

BASN Corporation

Alex Daredia, Managing Director and President

American Home Capital, L.P.

Allison Chris Property Company, General Partner Kevin Smith, President

BFH Properties, Ltd.

Empire Central, Inc., General Partner Robert Jackson, President

BFH, Ltd.

Empire Central, Inc., General Partner Robert Jackson, President

Love Field, LLC

Randy Smith, Managing Member

MAPS

Attached

Agenda Date 06/13/2007 -page 4 [MAPSCO 34N] II Willi 111111 Designated Property