NOVEMBER 12, 2007 CITY COUNCIL ADDENDUM …...The City of Dallas et al., Civil Action No. 3:05-CV-2084-G Marilyn Ford v. City of Dallas, Civil Action No. 3:05-CV-1676-D CONSENT ADDENDUM

NOVEMBER 12, 2007 CITY COUNCIL ADDENDUMCERTIFICATION

This certification is given pursuant to Chapter XI, Section 9 of the City Charter for theCity Council Addendum dated November 12, 2007. We hereby certify, as to thosecontracts, agreements, or other obligations on this Agenda authorized by the CityCouncil for which expenditures of money by the City are required, that all of the moneyrequired for those contracts, agreements, and other obligations is in the City treasury tothe credit of the fund or funds from which the money is to be drawn, as required andpermitted by the City Charter, and that the money is not appropriated for any otherpurpose.

Edward ScottCity Controller

Date

Date

ADDENDUM

CITY COUNCIL MEETING NOVEMBER 12, 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.) - City of Dallas and Texas Historical Commission v. TCI West End, Inc.

& Weir Industries, Inc., Cause No. 06-04868-H - City of Dallas v. Lee G. Brotherton aka Lee G. Bilal aka Malik Hanzalah Bilal Rabi,

Deceased, Cause No. 03-00406-L - In Re: McCommas LFG Processing Partners, LP and McCommas Landfill Partners, LP,

Cause No. 07-32219-HDH-11 - Guadalupe Diaz et al v. The City of Dallas et al., Civil Action No. 3:05-CV-2084-G

Marilyn Ford v. City of Dallas, Civil Action No. 3:05-CV-1676-D CONSENT ADDENDUM City Attorney's Office 1. Authorize Supplemental Agreement No. 2 to the professional services contract with the

law firm of Bell, Nunnally & Martin L.L.P. for additional legal services necessary to represent the City in the lawsuit styled Roland R. Gamez v. The City of Dallas, Texas, Civil Action No. 2:06-CV-150-JTW - Not to exceed $85,000, from $400,000 to $485,000 - Financing: Current Funds

Code Compliance 2. Authorize an actual reasonable moving and related expenses-nonresidential payment

for Jeff Keysock, dba Key Warehousing, who will be displaced as a direct result of real property acquisition of the property at 1301 McDonald Street, Bay #3, to be used in conjunction with the Trinity River Corridor Project to be paid once City has obtained proof that Key Warehousing has vacated the premises - Not to exceed $28,560 - Financing: 1998 Bond Funds

Department of Development Services 3. An ordinance abandoning a portion of a sanitary sewer easement to the Board of

Regents of The University of Texas System, the abutting owner, containing approximately 1,962 square feet of land located near the intersection of Medical Center Drive and Motor Street - Revenue: $5,400 plus the $20 ordinance publication fee

2

ADDENDUM CITY COUNCIL MEETING

NOVEMBER 12, 2007 ADDITIONS: (Continued) CONSENT ADDENDUM (Continued) Economic Development Note: Item Nos. 4 and 5 must Deep Ellum Warehouses, Ltd. be considered collectively. 4. * Authorize (1) the establishment of the Deep Ellum TIF District Grant Program (Grant

Program) to implement the Project Plan and Reinvestment Zone Financing Plan (the Project Plan) for Tax Increment Financing Reinvestment Zone Number Twelve, (the Deep Ellum TIF District) pursuant to Chapter 311 of the Texas Tax Code, V.T.C.A. (the Act) to be administered by the City of Dallas - Office of Economic Development to promote economic development within the Deep Ellum TIF District; (2) the City Manager to execute a development agreement with Deep Ellum Warehouses, Ltd. to implement the Project Plan in an amount not to exceed $515,000 plus interest payable as a grant in conformance with the Grant Program from future Deep Ellum TIF funds in consideration of Deep Ellum Warehouses, Ltd.’s redevelopment of the Olympia Arts Building, an office project located at 4000-4008 Eastside Avenue in the Deep Ellum TIF District; and (3) the Deep Ellum TIF District Board of Directors to dedicate up to $515,000 plus interest payable as a grant from Deep Ellum TIF revenues in accordance with the development agreement - $515,000 - Financing: To be funded solely from the Deep Ellum TIF District Funds

5. * A resolution declaring the intent of the Deep Ellum TIF District to reimburse Deep

Ellum Warehouses, Ltd. for eligible expenditures pursuant to the development agreement with Deep Ellum Warehouses, Ltd. in an amount not to exceed $515,000, plus interest payable as a grant, for certain TIF-eligible improvements related to the redevelopment of an office project located at 4000-4008 Eastside Avenue in the Deep Ellum TIF District - Financing: No cost consideration to the City

Environmental & Health Services 6. Authorize (1) the application for and acceptance of a grant from the Texas Department of

Housing and Community Affairs, Housing Trust Fund for the provision of tenant based rental assistance for Veterans through the Homeless Services Program for the period February 1, 2008 through May 31, 2011; and (2) execution of the grant agreement - Not to exceed $250,000 - Financing: Texas Department of Housing and Community Affairs Grant Funds

3


NOVEMBER 12, 2007 ADDITIONS: (Continued) CONSENT ADDENDUM (Continued) Human Resources 7. Authorize a one-time lump sum payment to the City Manager Mary K. Suhm in the

amount of $25,000 in addition to her base pay of $267,750, plus the associated pension contribution in the amount of $1,483 for a total annual additional cost of $26,483 - Financing: Current Funds

8. Authorize a one-time lump sum payment to the City Attorney Thomas P. Perkins, Jr. in

the amount of $11,800, in addition to his base pay of $236,000, plus the associated pension and Medicare contribution in the amount of $871, for a total annual additional cost of $12,671 - Financing: Current Funds

9. Authorize an increase in the annual base salary of City Secretary Deborah Watkins in

the amount of $6,840, from $114,000 to $120,840, plus the associated pension contribution in the amount of $406 for a total annual additional cost of $7,246 - Financing: Current Funds

Public Works & Transportation 10. Authorize (1) a contract for Union Station Vertical Transportation Upgrade - Elevator

with A & F Elevator Company, Inc., lowest responsible bidder of three, in an amount not to exceed $143,895; (2) assignment of the construction contract to Hunt - Woodbine Realty Corporation as the City's construction manager for all purposes, including contract administration, inspection, supervision and coordination of construction work; (3) the receipt and deposit of funds from Hunt - Woodbine Realty Corporation in an amount not to exceed $163,895; and (4) an increase in appropriations in the amount of $163,895, 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 the

renovation of the Moorland YMCA building located at 2700 Flora Street for the Dallas Black Dance Theatre to provide furnishings in the amount of $172,217, from $4,250,420 to $4,422,637; (2) the receipt and deposit of funds from Dallas Black Dance Theatre in an amount not to exceed $172,217; and (3) an increase in appropriations in the amount of $172,217 - Not to exceed $172,217, from $4,250,420 to $4,422,637 - Financing: Private Funds

4


NOVEMBER 12, 2007 ADDITIONS: (Continued) CONSENT ADDENDUM (Continued) Water Utilities 12. Authorize a contract with Diversity Management Strategists, LLC to perform an

assessment and develop a training program to enhance workforce diversity and employee productivity - $72,000 - Financing: Water Utilities Current Funds

ITEMS FOR INDIVIDUAL CONSIDERATION Department of Development Services 13. Authorize amendments to Resolution No. 03-3387, previously approved on December

8, 2003, for the Historic Development Program tax abatement for the redevelopment of the Republic Center Tower 1 located at 325 North St. Paul Street to extend the completion date from June 6, 2006 to November 3, 2007 - Financing: No cost consideration to the City

ITEMS FOR FURTHER CONSIDERATION Business Development & Procurement Services 14. Authorize Supplemental Agreement No. 1 to the professional services contract with

KPMG LLP for audit services of the City's financial operations and grant activities for the fiscal year ended September 30, 2006 - Not to exceed $334,834, from $950,000 to $1,284,834 - Financing: Current Funds

ADDENDUM DATEITEM IND

# OK DEF DISTRICT TYPE DEPT. DOLLARS LOCAL MWBE DESCRIPTION

1 N/A C ATT $85,000.00 100.00% 0.00%

Authorize Supplemental Agreement No. 2 to the professional services contract with the law firm of Bell,Nunnally & Martin L.L.P. for additional legal services necessary to represent the City in the lawsuit styledRoland R. Gamez v. The City of Dallas, Texas, Civil Action No. 2:06-CV-150-JTW

2 7 C

CCS, PWT, TRC $28,560.00 NA NA

Authorize an actual reasonable moving and related expenses-nonresidential payment for Jeff Keysock, dbaKey Warehousing, who will be displaced as a direct result of real property acquisition of the property at 1301McDonald Street, Bay #3, to be used in conjunction with the Trinity River Corridor Project pending the vacatingof the premises

3 2 C DDS REV $5,400 NA NA

An ordinance abandoning a portion of a sanitary sewer easement to the Board of Regents of The University ofTexas System, the abutting owner, containing approximately 1,962 square feet of land located near theintersection of Medical Center Drive and Motor Street

4 2 C ECO $515,000.00 NA NA

Deep Ellum Warehouses, Ltd.: Authorize the establishment of the Deep Ellum TIF District Grant Program topromote economic development within the TIF District & execute a development agreement to implement theProject Plan for redevelopment of the Olympia Arts Building located at 4000-4008 Eastside Avenue

5 2 C ECO NC NA NA

Deep Ellum Warehouses, Ltd.: A resolution declaring the intent of the Deep Ellum TIF District to reimburseDeep Ellum Warehouses, Ltd. for eligible expenditures pursuant to the development agreement for TIF eligibleimprovements related to the redevelopment of an office project located at 4000-4008 Eastside Avenue

6 All C EHS GT NA NA

Authorize the application for and acceptance of a grant from the Texas Department of Housing andCommunity Affairs, Housing Trust Fund for the provision of tenant based rental assistance for Veteransthrough the Homeless Services Program for the period February 1, 2008 through May 31, 2011 and executionof the grant agreement

7 N/A C HRD $26,483.00 NA NA

Authorize a one-time lump sum payment to the City Manager Mary K. Suhm in the amount of $25,000 inaddition to her base pay of $267,750, plus the associated pension contribution in the amount of $1,483 for atotal annual additional cost of $26,483

8 N/A C HRD $12,671.00 NA NA

Authorize a one-time lump sum payment to the City Attorney Thomas P. Perkins, Jr. in the amount of $11,800,in addition to his base pay of $236,000, plus the associated pension and Medicare contribution in the amountof $871, for a total annual additional cost of $12,671

9 N/A C HRD $7,246.00 NA NA

Authorize an increase in the annual base salary of City Secretary Deborah Watkins in the amount of $6,840,from $114,000 to $120,840, plus the associated pension contribution in the amount of $406 for a total annualadditional cost of $7,246

10 2 CPWT, CES GT 100.00% 10.08%

Authorize a contract for Union Station Vertical Transportation Upgrade - Elevator and assignment of theconstruction contract to Hunt-Woodbine Realty Corporation for contract administration, inspection &coordination of construction work

11 14 CPWT, OCA GT 13.90% 50.95%

Authorize an increase in the contract with TMV LLC dba Triune Associates for the renovation of the MoorlandYMCA building located at 2700 Flora Street for the Dallas Black Dance Theatre to provide furnishings

12 All C WTR $72,000.00 0.00% 0.00%Authorize a contract with Diversity Management Strategists, LLC to perform an assessment and develop atraining program to enhance workforce diversity and employee productivity

13 14 I DDS NC NA NA

Authorize amendments to Resolution No. 03-3387, previously approved on December 8, 2003, for the HistoricDevelopment Program tax abatement for the redevelopment of the Republic Center Tower 1 located at 325North St. Paul Street to extend the completion date from June 6, 2006 to November 3, 2007

14 N/A I PBD $334,834.00 100.00% 22.18%Authorize Supplemental Agreement No. 1 to the professional services contract with KPMG LLP for auditservices of the City's financial operations and grant activities for the fiscal year ended September 30, 2006

GRAND TOTAL

November 12, 2007

$1,081,794.00

Page 1

ADDENDUM ITEM # 1KEY FOCUS AREA: Make Government More Efficient, Effective and Economical

AGENDA DATE: November 12, 2007

COUNCIL DISTRICT(S): N/A

DEPARTMENT: City Attorney's Office

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

MAPSCO: N/A________________________________________________________________

SUBJECT

Authorize Supplemental Agreement No. 2 to the professional services contract with the law firm of Bell, Nunnally & Martin L.L.P. for additional legal services necessary to represent the City in the lawsuit styled Roland R. Gamez v. The City of Dallas, Texas, Civil Action No. 2:06-CV-150-JTW - Not to exceed $85,000, from $400,000 to $485,000 - Financing: Current Funds

BACKGROUND

A memorandum is being prepared for Council to provide additional information concerning this item.

PRIOR ACTION/REVIEW (Council, Boards, Commissions)

On June 13, 2007, by Resolution No. 07-1727, the City Council authorized the original professional services contract with the law firm of Bell, Nunnally & Martin L.L.P., in the amount of $150,000, for representation of the City in the lawsuit styled Roland R. Gamez v. The City of Dallas, Texas.

On June 27, 2007, by Resolution No. 07-2043, the City Council authorized Supplemental Agreement No. 1 to the professional services contract with the law firm of Bell, Nunnally & Martin L.L.P., in the amount of $250,000, increasing the contract from $150,000 to $400,000, for additional legal services for representation of the City in this lawsuit.

Council was briefed in closed session on November 12, 2007.

FISCAL INFORMATION

$85,000 - Current Funds

Agenda Date 11/12/2007 - page 2

M/WBE INFORMATION

See attached.

ETHNIC COMPOSITION

Bell, Nunnally & Martin L.L.P.

White Male 31 White Female 38African-American Male 1 African-American Female 5Hispanic Male 1 Hispanic Female 5Other Male 0 Other Female 3

OWNER

Bell, Nunnally & Martin L.L.P.

Thomas L. Case, Managing Partner

GOOD FAITH EFFORT PLAN SUMMARY

PROJECT: Authorize Supplemental Agreement No. 2 to the professional services contract with the law firm of Bell, Nunnally & Martin L.L.P. for additional legal services necessary to represent the City in the lawsuit styled Roland R. Gamez v. The City of Dallas, Texas, Civil Action No. 2:06-CV-150-JTW - Not to exceed $85,000, from $400,000 to $485,000 - Financing: Current Funds

Bell, Nunnally & Martin L.L.P. is a local, non-minority firm, has signed the "Good Faith Effort" documentation, and proposes to use their own workforce.PROJECT CATEGORY: Professional Services

_______________________________________________________________

LOCAL/NON-LOCAL CONTRACT SUMMARY - THIS ACTION ONLY

Amount Percent

Local contracts $85,000.00 100.00%Non-local contracts $0.00 0.00%

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

TOTAL THIS ACTION $85,000.00 100.00%

LOCAL/NON-LOCAL M/WBE PARTICIPATION THIS ACTION

Local Contractors / Sub-Contractors

NoneNon-Local Contractors / Sub-Contractors

None

TOTAL M/WBE PARTICIPATIONThis 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% $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

November 12, 2007

WHEREAS, the City of Dallas is involved in the lawsuit styled Roland R. Gamez v. The City of Dallas, Texas, Civil Action No. 2:06-CV-150-JTW; and

WHEREAS, on June 13, 2007, by Resolution No. 07-1727, the City entered into a professional services contract with the law firm of Bell, Nunnally & Martin L.L.P. in the amount of $150,000 for legal services necessary to represent the City in this lawsuit; and

WHEREAS, on June 27, 2007, by Resolution No. 07-2043, the City entered into Supplemental Agreement No. 1 to the professional services contract with the law firm of Bell, Nunnally & Martin L.L.P., in an amount not to exceed $250,000, increasing the original contract amount from $150,000 to $400,000 for additional legal services necessary to represent the City in this lawsuit; and

WHEREAS, the legal services of the law firm of Bell, Nunnally & Martin L.L.P., continues to be necessary for representation of the City in this lawsuit; Now, Therefore,

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

SECTION 1. That, following approval as to form by the City Attorney, the City Manager is hereby authorized to enter into Supplemental Agreement No. 2 to the professional services contract with the law firm of Bell, Nunnally & Martin L.L.P., for additional legal services necessary to represent the City in the lawsuit styled Roland R. Gamez v. The City of Dallas, Texas, Civil Action No. 2:06-CV-150-JTW, and any other proceedings related to the subject matter of this lawsuit, in an amount not to exceed $85,000, increasing the original contract amount, as supplemented, from $400,000 to $485,000.

SECTION 2. That the City Controller is authorized to disburse, in periodic payments to the law firm of Bell, Nunnally & Martin L.L.P., an amount not to exceed $85,000 from Fund 0192, Department ORM, Unit 3890, Obj. 3070, Encumbrance No. ATT38908A0092, Vendor No. 507148.

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

ADDENDUM ITEM # 2KEY FOCUS AREA: A Cleaner, Healthier City Environment


COUNCIL DISTRICT(S): 7

DEPARTMENT: Code CompliancePublic Works & TransportationTrinity River Corridor Project

CMO: Charles W. Daniels, 670-3390Ramon F. Miguez, P.E., 670-3308Jill A. Jordan, P.E., 670-5299

MAPSCO: 56A________________________________________________________________

SUBJECT

Authorize an actual reasonable moving and related expenses-nonresidential payment for Jeff Keysock, dba Key Warehousing, who will be displaced as a direct result of real property acquisition of the property at 1301 McDonald Street, Bay #3, to be used in conjunction with the Trinity River Corridor Project to be paid once City has obtained proof that Key Warehousing has vacated the premises – Not to exceed $28,560 – Financing: 1998 Bond Funds

BACKGROUND

The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA), provides moving expense payments for businesses displaced by the City of Dallas in conjunction with its real property acquisition activities. On April 26, 2006, the City Council approved Resolution No. 06-1200 which authorized the acquisition of real property, being approximately 36.256 acres of land situated in City Blocks 1172, 1180, 1190, 1195, 1203 and 1432, official City numbers, and having a street address of 1301 McDonald Street, for public use in conjunction with the Trinity River Corridor Project – Census Tract – 40.00. Jeff Keysock, dba Key Warehousing, was displaced as a direct result of this property acquisition.


On April 26, 2006, the City Council authorized the acquisition of real property for public use in conjunction with the Trinity River Corridor Project in Census Tract 40.00, by Resolution No. 06-1200.


FISCAL INFORMATION

1998 Bond Funds - $28,560

MAP

Attached

TRINITY RIVER CORRIDOR PROJECT RELOCATION ASSISTANCE

36.256 Acres — 1301 McDonald Street

COUNCIL CHAMBER

November 12, 2007

WHEREAS, on April 26, 2006, the City Council approved Resolution No. 06-1200 which authorized the acquisition of real property improved with a commercial building located on approximately 36.256 acres of land situated in City Blocks 1172, 1180, 1190, 1195, 1203 and 1432, official City numbers, and more commonly known as 1301 McDonald Street, to be used in conjunction with the Trinity River Corridor Project - Census Tract 40.00; and

WHEREAS, Jeff Keysock, dba Key Warehousing, will be displaced as a direct result of this property acquisition and shall vacate the property; and

WHEREAS, The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA), provides relocation payments for businesses displaced by the City of Dallas in conjunction with its property acquisition activities for its projects; and

Now Therefore,


Section 1. That Jeff Keysock, dba Key Warehousing, is eligible to receive an $28,560 actual reasonable moving and related expenses-nonresidential payment to be paid once City has obtained proof that Key Warehousing has vacated the premises.

Section 2. That the City Controller is authorized to draw a warrant in favor of Key Warehousing in the amount of $28,560 representing a relocation Claim for Actual Reasonable and Related Expenses-Nonresidential.

This warrant is to be paid as follows:

Fund Dept Unit Obj Act. Code CT Vendor No Amount

5P14 PBW N965 4210 TRPP PBW98N965B4 VC0000003951 $28,560

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.

Distribution:

Code Compliance – Forest E. TurnerCity Attorney – Thomas P. PerkinsDepartment of Development Services – Theresa O'DonnellTrinity River Corridor Project – Rebecca DuggerTrinity River Corridor Project – Paul M. LehnerPublic Works and Transportation – Elizabeth Fernandez

ADDENDUM ITEM # 3KEY FOCUS AREA: Economic Vibrancy



DEPARTMENT: Department of Development Services

CMO: A. C. Gonzalez, 671-8925

MAPSCO: 34X________________________________________________________________

SUBJECT

An ordinance abandoning a portion of a sanitary sewer easement to the Board of Regents of The University of Texas System, the abutting owner, containing approximately 1,962 square feet of land located near the intersection of Medical Center Drive and Motor Street - Revenue: $5,400 plus the $20 ordinance publication fee

BACKGROUND

This item authorizes the abandonment of a portion of a sanitary sewer easement to the Board of Regents of The University of Texas System, the abutting owner. The proposed area to be abandoned will be included in the property of the abutting owner for construction of a new Science Research Laboratory.

The cost for this abandonment is the minimum processing fee pursuant to the Dallas City Code, therefore, no appraisal is required.

This transaction is consistent with the recommendations of the Real Estate Task Force.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)

This item has no prior action.

FISCAL INFORMATION

Revenue: $5,400 plus the $20 ordinance publication fee

OWNER

Board of Regents of The University of Texas System

Florence P. Mayne, Executive Director


MAPS

Attached

MAPSCO 34X

1479.33 It

0 0 ~--~o --------o

~OO\0

6057

Area to be Abandoned

TW/31266 1

ORDINANCE NO. ____________

An ordinance providing for the abandonment and relinquishment of a portion of a

10-foot sanitary sewer easement, located in City Block 6057 in the City of Dallas and

County of Dallas, Texas; providing for the quitclaim thereof to the Board of Regents of

The University of Texas System; providing for the terms and conditions of the

abandonment, relinquishment and quitclaim made herein; providing for the conveyance

of a new easement to the City of Dallas and the relocation of existing facilities; providing

for the indemnification of the City of Dallas against damages arising out of the

abandonment herein; providing for the consideration to be paid to the City of Dallas;

providing a future effective date for the abandonment, relinquishment and quitclaim

made herein; providing for the payment of the publication fee; and providing an effective

date for this ordinance.

ooo0ooo

WHEREAS, the City Council of the City of Dallas, acting pursuant to law and upon the

request and petition of the Board of Regents of The University of Texas System, a State

of Texas Agency, hereinafter referred to as GRANTEE, deems it advisable to abandon,

relinquish and quitclaim the City of Dallas' right, title and interest in and to the

hereinafter described tract of land to GRANTEE, and is of the opinion that, subject to

the terms and conditions herein provided, said portion of easement is no longer needed

for municipal use, and same should be abandoned, relinquished and quitclaimed to

GRANTEE as hereinafter provided, for the consideration hereinafter stated; and

WHEREAS, the City Council of the City of Dallas is of the opinion that the best interest

and welfare of the City will be served by abandoning, relinquishing and quitclaiming the

same to GRANTEE for the consideration and subject to the terms and conditions

hereinafter more fully set forth; Now, Therefore,

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

SECTION 1. That the City of Dallas hereby abandons and relinquishes all of its right,

title and interest in and to the tract of land described in Exhibit A, attached hereto and

made a part hereof; subject, however, to the conditions and future effective date

hereinafter more fully set out.

TW/31266 2

SECTION 2. That for and in monetary consideration of the sum of FIVE THOUSAND

FOUR HUNDRED AND NO/100 ($5,400.00) DOLLARS paid by GRANTEE, and the

further consideration described in Section 8 the City of Dallas does by these presents

FOREVER QUITCLAIM unto the said GRANTEE, subject to the conditions,

reservations, future effective date and exceptions hereinafter made and with the

restrictions and upon the covenants below stated, all its right, title and interest in and to

that certain tract or parcel of land hereinabove described in Exhibit A. TO HAVE AND

TO HOLD all of such right, title and interest in and to the property and premises, subject

aforesaid, together with all and singular the rights, privileges, hereditaments and

appurtenances thereto in any manner belonging unto the said GRANTEE forever.

SECTION 3. That upon payment of the monetary consideration set forth in Section 2,

GRANTEE accepts the terms, provisions, and conditions of this ordinance.

SECTION 4. That the City Controller is authorized to deposit the sum paid by

GRANTEE pursuant to Section 2 above in the General Fund 0001, Department DEV,

Balance Sheet 0519 and Department of Development Services - Real Estate Division

shall be reimbursed for the cost of obtaining the legal description, appraisal and other

administrative costs incurred. The reimbursement proceeds shall be deposited in

General Fund 0001, Department DEV, Unit 1183, Object 5011 and any remaining

proceeds shall be transferred to the General Capital Reserve Fund 0625, Department

BMS, Unit 8888, Revenue Source 8416.

SECTION 5. That the abandonment, relinquishment and quitclaim provided for herein

are made subject to all present zoning and deed restrictions, if the latter exist, and are

subject to all existing easement rights of others, if any, whether apparent or

non-apparent, aerial, surface, underground or otherwise.

SECTION 6. That the terms and conditions contained in this ordinance shall be binding

upon GRANTEE, its successors and assigns.

SECTION 7. That the abandonment, relinquishment and quitclaim provided for herein

shall extend only to that interest the Governing Body of the City of Dallas may legally

and lawfully abandon, relinquish and quitclaim.

TW/31266 3

SECTION 8. That as a condition of this abandonment and as a part of the

consideration for the quitclaim to GRANTEE herein, GRANTEE, its successors and

assigns, to the extent authorized by the laws and the constitution of the State of Texas,

agree to indemnify, defend, release and hold the City of Dallas whole and harmless

against any and all claims for damages, fines, penalties, costs or expenses to persons

or property that may arise out of, or be occasioned by or from: (i) the use and

occupancy of the property described in Exhibit A by GRANTEE, its successors and

assigns; (ii) the presence, generation, spillage, discharge, release, treatment or

disposition of any Hazardous Substance on or affecting the area set out in Exhibit A; (iii)

all corrective actions concerning any discovered Hazardous Substances on or affecting

the area described in Exhibit A, which GRANTEE, its successors and assigns agree to

undertake and complete in accordance with applicable federal, state and local laws and

regulations; and (iv) the abandonment, closing, vacation and quitclaim by the City of

Dallas of the area set out in Exhibit A. GRANTEE, its successors and assigns hereby

agree to defend any and all suits, claims, or causes of action brought against the City of

Dallas on account of same, and discharge any judgment or judgments that may be

rendered against the City of Dallas in connection therewith. For purposes hereof,

"Hazardous Substance” means the following: (a) any “hazardous substances” under the

Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C.

Section 9601 et seq., as amended; (b) any “hazardous substance” under the Texas

Hazardous Substances Spill Prevention and Control Act, TEX. WATER CODE, Section

26.261 et seq., as amended; (c) petroleum or petroleum-based products (or any

derivative or hazardous constituents thereof or additives thereto), including without

limitation, fuel and lubricating oils; (d) any “hazardous chemicals” or “toxic chemicals”

under the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq., as

amended; (e) any “hazardous waste” under the Resource Conservation and Recovery

Act, 42 U.S.C. Section 6901 et seq., as amended; and (f) any “chemical substance”

under the Toxic Substance Control Act, 15 U.S.C. Section 2601 et seq., as amended.

References to particular acts or codifications in this definition include all past and future

amendments thereto, as well as applicable rules and regulations as now or hereafter

promulgated thereunder.

SECTION 9. That this abandonment, relinquishment and quitclaim of the City's right,

title and interest in and to said sanitary sewer asement shall not become effective until

and unless: (i) the existing installations and facilities are relocated, at GRANTEE's

expense, to the new easement to be provided by GRANTEE and acceptable to the

Director of Development Services, as is hereinafter provided; and (ii) plans for the

construction and relocation of installations within the new easement are approved by

the Director of Development Services; and (iii) said construction and relocation of

installations are completed, approved and accepted in writing by the Director of

Development Services. All work shall be done at the sole cost of GRANTEE and to the

satisfaction of the Director of Development Services.

SECTION 10. That the City Secretary is hereby authorized and directed to certify a

copy of this ordinance for recordation in the Deed Records of Dallas County, Texas,

which certified copy shall be delivered to the Director of Development Services, or

designee.

Upon receipt of the monetary consideration set forth in Section 2, plus the fee for the

publishing of this ordinance, which GRANTEE shall likewise pay, the Director of

Development Services, or designee shall deliver to GRANTEE a certified copy of this

ordinance. The Director of Development Services, or designee, shall be the sole source

for receiving certified copies of this ordinance for one year after its passage.

SECTION 11. That this ordinance shall take effect immediately from and after its

passage and publication in accordance with the provisions of the Charter of the City of

Dallas, and it is accordingly so ordained.

THERESA O'DONNEllDirect~rof Devel~mentServices

'~/k}(mtc

Passed ~ '

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

TW/31266 4

10' SANITARY SEWER EASEMENTCity of Dallas Block 6057

William B. Coats Survey, Abstract No. 236City of Dallas, Dallas County, Texas.

BEING a 1,962 square foot (0.0450 acre) acre tract of land situated in the City of Dallas, Block 6057, DallasCounty, Texas, and also being situated in the William B. Coats Survey, Abstract No. 236, and being a portion of atract ofland described as "Tract 3 and 4" in instrument to State of Texas, USA recorded in Volume 3506, Page 9 ofthe Deed Records of Dallas County, Texas (D.R.D.C.T.) and being more particularly described as follows:

COMMENCING at the northwest corner of a tract of land described as "Tract Two" in deed to Dallas CountyHospital District recorded in Volume 81228 Page 2287, (D.R.D.C.T.) and being on the northeasterly Right-Of-Wayline of Medical Center Drive;

THENCE North 35 degrees 37 minutes 00 seconds East along the north line of said "Tract Two" on and the southline of said "Tract 4" a distance of 268.34 feet to an "X" cut found on face of curb (control monument) from whichan "X" cut found in concrete (control monument) at the southwest comer of a tract of land described in instrumentto Commissioner's Court of Dallas County, Texas, recorded in Volume 71007, Page 1946, (D.R.D.C.T.) bears North65 degrees 30 minutes 00 seconds East at a distance of 142.85 feet;

THENCE North 22 degrees 47 minutes 48 seconds West, departing the north line of said "Tract Two" and the southline of said "Tract 4", a distance of 75.74 feet to a point for corner on the southeasterly line of a 10 foot wideSanitary Sewer Easement as described in instrument to the City of Dallas and recorded in Volume 70074, Page 846(D.R.D.C.T.);

THENCE South 69 degrees 36 minutes 19 seconds West, along the southeast line of said Sanitary Sewer Easementa distance of28.09 feet to the POINT OF BEGINNING;

THENCE South 69 degrees 36 minutes 19 seconds West, continuing along said Sanitary Sewer Easement a distanceof97.IO feet to a point for corner at the beginning of a tangent curve to the left having a radius of 135.00 feet, acentral angle of 19 degrees 30 minutes 00 seconds and being subtended by a chord of South 59 degrees 51 minutes19 seconds West a distance of 45.72 feet;

THENCE continuing along said Sanitary Sewer Easement along said curve to the left an arc distance of 45.95 feetto a point for corner at the end of said curve;

THENCE South 50 degrees 06 minutes 19 seconds West continuing along said Sanitary Sewer Easement a distanceof 46.49 feet to a point for comer;

THENCE North 39 degrees 53 minutes 41 seconds West departing said Sanitary Sewer Easement a distance of10.00 feet to a point for comer on the northwesterly line of said Sanitary Sewer Easement;

THENCE North 50 degrees 06 minutes 19 seconds East along the northwesterly line of said Sanitary SewerEasement a distance of 46.49 feet to a point for comer at the beginning ofa tangent curve to the right having aradius of 145.00 feet, a central angle of 19 degrees 30 minutes 00 seconds and being subtended by a chord of North59 degrees 51 minutes 19 seconds East a distance of 49.11 feet;

(For SPRG use only)Reviewed By: "ell c.

Date: /OP s//, dSPRG. NO.: 8,x)

Page 1 of4

J:\Survey\3753\Ol\WP\3753EX02.doc

I I

THENCE continuing along the northwest line of said Sanitary Sewer Easement along said curve to the right an ,Irldistance of 49.35 feet to a point for corner at the end of said curve;

THENCE North 69 degrees 36 minutes 19 seconds East continuing along the northwest line of said Sanitary SewerEasement a distance of 106.96 feet to a point for corner;

THENCE South 24 degrees 12 minutes 42 seconds West departing the northwest line of said Sanitary SewerEasement a distance of 14.05 to the POINT OF BEGINNING and containing 1,962 square feet or 0.0450 of anacre of land, more or less.

BASIS OF BEARING: THE NORTHWEST LINE OF A TRACT OF LAND AS DESCRIBED IN DEED TOCOMMISSIONERS' COURT OF DALLAS COUNTY, TEXAS, RECORDED IN VOLUME 71007, PAGE 1946,DEED RECORDS, DALLAS COUNTY, TEXAS.

August 25,2006Revised Date: October 16,2006

For Huitt-Zollars, Inc.

~Registered Professional Land SurveyorTexas Registration No. 5191Huitt-Zollars, Inc.3131 McKinney AvenueSuite 600Dallas, Texas 75204Phone: (214) 871-3311

(For SPRG uM only)Reviewed By: /C/1 r;Date: /1)~/.ft, J

SPRG. NO.: d't:;!>

Page 2 of4

J:\Survey\3753\Ol\WP\3753EX02.doc

STATE OF TEXAS, USAVOL.3506 PG.9

(TRACT 4)

ABANDONMENTPORTION OF A 10' SANITARY

SEWER EASEMENTCity of Dallas, Texas

Dallas, Dallas County, Tx.

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DALLAS COUNTY HOSPITAL DISTRICTVOL.4500 PG.107BLOCK 6057

BLOCK 6057

·X" CUT FOUNDON FACE OF CURB

(CONTROL MONUMENT)

APPROXIMATE EASEMENTCENTERLINE TO DALLAS PO\\IER &

LIGHT co. & SOUTHWESTERNBELL TELEPHONE CO.

VOL. 75120 PG.2179

HUfIT-ZOLlARSHuitt-Zolars, Inc. Dallas3131 McKimey Avenue,SUite 600

Dallas, Texas75204-2489Phone (214) 871-3311 Fax (214) 871-0757

STATE OF TEXAS, USAVOL.3506 PG.9

(TRACT 3)

UNIVERSITY OF TEXASSOUTHWEST

MEDICAL CENTER

,./,./~

,./ »: »< :3~11l11i.......... ...-(

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BENCHMARK #2 - "X" CUT ON CONCRETE SIDEWALK\ ELEVATION ~ 417.41 FEET

PAGE 3 of 4

BLOCK 6057

15' EASEMENT FOR SANITARYSEWER PURPOSES TO

CITY OF DALLAS, TEXASVOL.71091 PG.0793\ \

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\ 1D' EASEMENT FOR SANITARYSEWER PURPOSES TO

?{\ CITY OF DALLAS, TEXAS

VOL,71091 PG.0793

\

\ \

(For SPRG J;se only)Reviewed By:_--.t'"~ _Date : L~ L<J-'JII~ _

SPRG NO.__P-lL _

Course Bearing Distance Curve Radius Length Delta Chord Chord Bear. BASIS OF BEARING: THE NORTHWEST liNE OF ATRACT OF LAND AS DESCRIBED IN DEED TO

L1 S 69°36'19" W 28.09' C1 135.00' 45.95' 19°30'00" 45.72' S 59°51'19" W COMMISSIONERS' COURT OF DALLAS COUNTY,

L2 S 50°06'19" W 46.49' C2 145.00' 19°30'00" 49.11' N 59°51'19" ETEXAS, RECORDED IN VOLUME 71007, PAGE

49.35' 1946, DEED RECORDS, DALLAS COUNTY, TEXAS.

L3 N 39°53'41" W 10.00'

L4 N 50°06'19" E 46.49' I WILLIAM B. COATS SURVEY

S 24°12'42" W 14.05'ABSTRACT NO. 236

L5

Date: August 25, 2006Revised Date: October 16, 2006

D. Rex WinchesterRegistered ProfessionalLand SurveyorTexas Registration No. 5191

ABANDONMENT10' SANITARY SEWER

EASEMENTCity of Dallas, Texas

Dallas, Dallas County, TX

:0~OEASEMENT

--------'--

LOC ION

LOCATION MAPNTS

MAPSCO PAGE 34

(For SPRG ~ only)Reviewed BY:L~~<" _Date:__ /?V2""'/O.6 _SPRG NO._~oo _ PAGE 4 OF 4

ADDENDUM ITEM # 4,5KEY FOCUS AREA: Economic Vibrancy



DEPARTMENT: Office of Economic Development


MAPSCO: 46 K________________________________________________________________

SUBJECT

Deep Ellum Warehouses, Ltd.

* Authorize (1) the establishment of the Deep Ellum TIF District Grant Program (Grant Program) to implement the Project Plan and Reinvestment Zone Financing Plan (the Project Plan) for Tax Increment Financing Reinvestment Zone Number Twelve, (the Deep Ellum TIF District) pursuant to Chapter 311 of the Texas Tax Code, V.T.C.A. (the Act) to be administered by the City of Dallas – Office of Economic Development to promote economic development within the Deep Ellum TIF District, (2) the City Manager to execute a development agreement with Deep Ellum Warehouses, Ltd. to implement the Project Plan in an amount not to exceed $515,000 plus interest payable as a grant in conformance with the Grant Program from future Deep Ellum TIF funds in consideration of Deep Ellum Warehouses, Ltd.’s redevelopment of the Olympia Arts Building, an office project located at 4000-4008 Eastside Avenue in the Deep Ellum TIF District; and (3) the Deep Ellum TIF District Board of Directors to dedicate up to $515,000 plus interest payable as a grant from Deep Ellum TIF revenues in accordance with the development agreement - $515,000 - Financing: To be funded solely from the Deep Ellum TIF District Funds

* A resolution declaring the intent of the Deep Ellum TIF District to reimburse Deep Ellum Warehouses, Ltd. for eligible expenditures pursuant to the development agreement with Deep Ellum Warehouses, Ltd. in an amount not to exceed $515,000, plus interest payable as a grant, for certain TIF-eligible improvements related to the redevelopment of an office project located at 4000-4008 Eastside Avenue in the Deep Ellum TIF District - Financing: No cost consideration to the City

Agenda Date 11/12/2007 -page 2

BACKGROUND

Deep Ellum Warehouses, Ltd. (DEW) plans to redevelop a site located at 4000-4008 Eastside Avenue for an office project. This project will add approximately 18,000 square feet of high tech office space to the Deep Ellum area. DEW is working with an animation firm on a lease of the space. This firm expects to bring 40 new jobs to the area.

A summary of the expected use of the space in the building is listed below:

2,000 square feet of retail space, 12,000 square feet of office space,2,000 square feet of showroom space, 2,000 square feet of warehousing space and related at-grade parking.

The redevelopment of the Olympia Arts Building will be the first development in the Deep Ellum TIF. In order to set a high standard for future development in the Deep Ellum TIF District, staff negotiated a re-constructed front façade for the building, wide sidewalks, a new street, buried overhead utilities and limited fencing. TIF reimbursements from future incremental revenues will be used to reimburse the developer for these highly visible improvements. The Deep Ellum TIF District Grant Program allows the façade improvement expenditures and interest payable as a grant for the infrastructure improvements that benefit the Deep Ellum District as a whole.

The private investment in this project will be a minimum of $1,200,000 based on land acquisition, site preparation and construction hard and soft costs. DEW is also planning to develop at least two other sites in the District for a total investment estimated at $4,000,000. Any additional TIF funding for these potential projects will be considered at a future date.

DEW is requesting TIF funds for public improvements related to the project and additional improvements that will benefit the District as a whole. The $515,000 plus interest payable as a grant, will be calculated in accordance with the Deep Ellum Grant Program. The TIF reimbursement is based on the estimated expenditures to be incurred by DEW on eligible TIF project costs including but not limited to environmental remediation and demolition of existing structures; park and open space improvements; land acquisition; public infrastructure improvements including sidewalks, lighting, streets, landscaping, and utilities; and design and engineering.

The building must be 40% leased for TIF reimbursement to begin, subject to the availability of TIF funds.

The City will enact and implement controls sufficient to ensure that any grant funds provided will be used to fulfill the public purposes of the Deep Ellum Grant Program.


BACKGROUND (continued)

The Deep Ellum Tax Increment Financing (TIF) District represents the outgrowth of the City of Dallas’ effort to provide a model for redeveloping districts to take full advantage of the expanding DART light rail system, to promote transit oriented development, to implement appropriate urban design standards, and to improve the quality of development east of Downtown.

The Deep Ellum TIF District was established in June 2005 to assist in the transformation of the Deep Ellum area into a more diversified, pedestrian friendly, mixed-use neighborhood in the area immediately east of Downtown between Central Expressway and Fair Park. Strengths of the District include proximity to Downtown Dallas, three future DART light rail stations, the Arts District, Baylor Medical Center, and Fair Park. The District contains approximately 157 acres, not counting rights-of-way that the Dallas Central Appraisal District (DCAD) does not identify as land parcels.

The Deep Ellum TIF District exhibits high commercial vacancy rates, deteriorated structures, inadequate sidewalks and streets, faulty lot layouts, unsanitary or unsafe conditions, and deteriorated site improvements.

DART is investing in the Deep Ellum TIF District with three light rail stations as part of the Southeast Corridor light rail line. The Deep Ellum light rail station will be located above Good Latimer Expressway, between Swiss Ave. and Gaston Avenue. The Baylor light rail station will be situated between Malcolm X Blvd. and Walton Street, near the Baylor Medical Center. The Fair Park light rail station is planned for Parry Avenue near 1st Avenue, adjacent to Fair Park. These stations are projected to carry over 3,000 riders per weekday because of their proximity to Baylor Medical Center, Downtown Dallas and Fair Park.

ESTIMATED SCHEDULE OF PROJECT

Begin construction December 2007Complete construction December 2008


On June 22, 2005, the City Council authorized the establishment of Tax Increment Financing Reinvestment Zone Number Twelve, Deep Ellum TIF District by Ordinance No. 26043.

On April 12, 2006, the City Council authorized the Project Plan and Reinvestment Zone Financing Plan for the Deep Ellum TIF District by Ordinance No. 26304.


PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) (continued)

On October 1, 2007, the Deep Ellum TIF District Board of Directors reviewed the proposed redevelopment of the Olympia Arts Building project and the Deep Ellum TIF District Grant Program and recommended City Council authorization of a development with Deep Ellum Warehouses, Ltd. and Deep Ellum TIF District's participation in the project contingent on the creation of a Deep Ellum Grant Program.

FISCAL INFORMATION

Deep Ellum TIF District Funds - $515,000

OWNER DEVELOPER

Deep Ellum Warehouses, Ltd. Deep Ellum Warehouses, Ltd.

Ken Good, President Ken Good, PresidentGeneral Partner General PartnerGood Signature Management, LLC Good Signature Management, LLC

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Deep Ellum TIF DistrictOlympia Arts Building4000-4008 Eastside Office of Economic Development

October 2007

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Deep Ellum TIF Boundary

COUNCIL CHAMBER

November 12, 2007

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

WHEREAS, on June 22, 2005, the City Council authorized the establishment of Tax Increment Financing Reinvestment Zone Number Twelve, (Deep Ellum TIF District), in accordance with the Tax Increment Financing Act, as amended V.T.C.A. Tax Code, Chapter 311, (the "Act") to promote development and redevelopment in the Deep Ellum area through the use of tax increment financing by Ordinance No. 26043; and

WHEREAS, on April 12, 2006, the City Council authorized the Deep Ellum TIF District Project Plan and Reinvestment Zone Financing Plan by Ordinance No. 26304, as amended; and

WHEREAS, on October 1, 2007, the Deep Ellum TIF District Board of Directors reviewed the proposed redevelopment of the Olympia Arts Building project and the Deep Ellum TIF District Grant Program and recommended City Council authorization of a development with Deep Ellum Warehouses, Ltd. and Deep Ellum TIF District's participation in the project contingent on the creation of a Deep Ellum Grant Program; and

WHEREAS, the use of economic development incentives is a necessary tool in attracting a development and new jobs to the Deep Ellum TIF District; and

WHEREAS, the City of Dallas wishes to approve the Deep Ellum Grant Program (Exhibit A) pursuant to Chapter 311 of the Act, to make grants from tax increment produced by the City and paid into the tax increment fund for the Deep Ellum TIF District to promote local economic development in the Deep Ellum TIF District and to stimulate business and commercial activity in the Deep Ellum TIF District; and

WHEREAS, the Issuer (hereinafter sometimes referred to as "City") is contemplating reimbursement for the cost of construction of certain public improvements within the Deep Ellum TIF District; and

WHEREAS, the City has concluded that it does not currently desire to incur debt to finance the project costs it is about to pay; however, if doing so is in the best financial interests of the City, the City may in the future negotiate with financial institutions to secure bonds or other obligations, or lines of credit, to aid in the funding of projects within the District; and

WHEREAS, the City desires to reimburse Deep Ellum Warehouses, Ltd. for the costs it is about to pay from the proceeds of obligation to be issued or Deep Ellum TIF District revenues collected, subsequent to the payment of such costs; and

COUNCIL CHAMBER

November 12, 2007

WHEREAS, the City has no other funds that are, or are reasonably expected to be reserved, allocated on a long-term basis or otherwise set aside for purposes of paying the costs the City expects to incur.

NOW, THEREFORE,


Section 1. That following approval as to form by the City Attorney, the City Manager is hereby authorized to (1) the establishment of the Deep Ellum TIF District Grant Program (Grant Program) to implement the Project Plan and Reinvestment Zone Financing Plan (the Project Plan) for Tax Increment Financing Reinvestment Zone Number Twelve, (the Deep Ellum TIF District) pursuant to Chapter 311 of the Texas Tax Code, V.T.C.A. (the Act) to be administered by the City of Dallas – Office of Economic Development to promote economic development within the Deep Ellum TIF District, (2) the City Manager to execute a development agreement with Deep Ellum Warehouses, Ltd. to implement the Project Plan in an amount not to exceed $515,000 plus interest payable as a grant in conformance with the Grant Program from future Deep Ellum TIF funds in consideration of Deep Ellum Warehouses, Ltd.’s redevelopment of the Olympia Arts Building, an office project located at 4000-4008 Eastside Avenue in the Deep Ellum TIF District; and (3) the Deep Ellum TIF District Board of Directors to dedicate up to $515,000 plus interest payable as a grant from Deep Ellum TIF revenues in accordance with the development agreement - $515,000.

Section 2. That the facts and recitations contained in the preamble of this Resolution are hereby found and declared to be true and correct.

Section 3. That the Deep Ellum Grant Program, attached hereto as Exhibit A is hereby approved pursuant to the Act to provide incentives to develop and diversify the economy of the Deep Ellum TIF District, to eliminate unemployment or underemployment in the District, and to develop or expand transportation, business, and commercial activity in the District.

Section 4. That the City Controller is hereby authorized to encumber and disburse funds from future tax increments from the Deep Ellum TIF District Fund: Fund 0056, Department ECO, Unit P410, Object 4420, Activity DETI, Program No. DETIF001, CT ECOP410A068, Vendor No. VS0000025862 in an amount not to exceed $515,000 plus interest payable as a grant. The total amount shall not to exceed $515,000 plus interest payable as a grant calculated by the Deep Ellum Grant Program. Eligible TIF expenditures are shown in Exhibit B.

COUNCIL CHAMBER

November 12, 2007

Section 5. That interest payable as a grant shall be set at a fixed rate equal to the market rate on November 12, 2007 for a TIF Bond with a 15-year payout level debt service and a "Baa" credit rating using the Delphis Hanover Curve, as determined by the City with the assistance of its official financial advisor.

Section 6. That Deep Ellum Warehouses, Ltd. shall design, fund and construct public improvements to support the Olympia Arts Building project, in an amount not to exceed $515,000 for the costs of construction of TIF eligible improvements in the Deep Ellum TIF District. Deep Ellum Warehouses, Ltd. will be paid solely from the Deep Ellum TIF District Funds in accordance with the terms of the development agreement, but only to the extent such Deep Ellum TIF District Funds are available for such purpose.

Section 7. That nothing in this resolution shall be construed to require the City to approve payment from any source of City funds other than the Deep Ellum TIF District Fund. Any funds, under the development agreement, that have not been reimbursed upon termination of the Deep Ellum TIF District, due to lack of or unavailability of Deep Ellum TIF District funds shall no longer be considered project costs of the Deep Ellum TIF District, and the obligation of the Deep Ellum TIF District or the City to pay Deep Ellum Warehouses, Ltd. shall automatically expire.

Section 8. That in addition to the conditions set out in the Sections above, the Development Agreement is hereby expressly made subject to all of the following contingencies which must be performed or occur:

A. The developer shall invest a minimum of $1,200,000 in private improvements in the property for Olympia Arts Building Project including all land acquisition, site preparation, construction hard and soft costs in the construction of a mixed-use development.

B. The Olympia Arts Building Project development shall contain a minimum of 18,000 square feet of office, retail and warehousing space of which a minimum of 16,000 square feet must be office, showroom or retail space.

C. Owner will obtain a building permit and begin construction by December 31, 2007.

D. Owner will use reasonable efforts to obtain a final certificate of acceptance issued by the City Department of Public Works and Transportation for the public improvements by December 31, 2008.

E. The developer will execute and fund an Operating and Maintenance Agreement for all non-standard public improvements by the date of the Certificate of Occupancy for the Olympia Arts Building Project.

COUNCIL CHAMBER

November 12, 2007

Section 8. (continued)

F. In addition to complying with M/WBE Good Faith Effort goal of 25% for the TIF improvements, Deep Ellum Warehouses, Ltd. shall make a good faith effort to comply with the Deep Ellum TIF District M/WBE Fair Share policies for the private improvement construction with a participation goal in an amount of 25% of total private expenditures.

G. Owner will manage the construction of the TIF public improvements and once inspected and accepted by the City (and all other conditions are met) would be eligible for reimbursement.

H. The Olympia Arts Building Project shall be consistent with the conceptual design approved by the Board of Directors of the Deep Ellum TIF District. The site plan (Exhibit C) will be required to include the following elements:

1. All utility lines on the property adjacent to the Olympia Arts Building shall be placed underground and this work coordinated by Owner. Utility burial on the west side of Hill Avenue will be included with the redevelopment of the vacant tract of land located there at a later date as part of a subsequent agreement. In the event Developer has unused TIF funds eligible for utility burial, it may, but is not required to, use said funds to complete the burial of utility lines on the west side of Hill Avenue.

2. Owner will develop a pedestrian lighting plan for Hill and Eastside Avenues using lighting acceptable to the City and spaced at approximately 75 feet.

3. New sidewalks will be constructed on east side of Hill Avenue and the south side of Eastside Avenues adjacent to the Olympia Arts Building with a minimum width from the back of curb of 10 feet. Landscaping and pedestrian lights are to be placed in the 3 foot wide area closest to the back of curb for the length of the sidewalk. The City requires an additional 15 feet of right-of-way along Hill Avenue to allow the construction of the sidewalk improvements; the Developer wants to acquire excess City ROW in front of the building (Benson Street).

Any excess costs that the developer has to pay for the Benson Street right-of-way is eligible for TIF reimbursement.

COUNCIL CHAMBER

November 12, 2007

Section 8 (continued)

In the event Developer has unused TIF funds eligible for sidewalk construction, it may, but is not required to, use said funds to pour a 4 foot sidewalk, complete with driveway aprons, on the west side of Hill Avenue. Owner may desire to trade right-of-way on Benson Street that is requested to be acquired by Owner for the Hill Avenue right-of-way. City staff will work with the Developer, if necessary, to recommend/facilitate a land swap; however, any such recommendation and/or swap will require City Council approval.

4. Owner will coordinate the burial of all utility lines along the south side of Eastside Avenue and the east side of Hill Avenue adjacent to the Olympia Arts Building with Oncor and any other utilities by December 31, 2008.

5. Construction will conform to site plan and elevations (Exhibit D) supplied to City.

6. Fencing along the front of the Building (facing Eastside) will be opaque and less than 4 feet tall. Fencing along the rear of the Building (along Hill and Willow Avenues) will be opaque and 8 feet or less in height.

I. The project shall be at least 40% leased for TIF reimbursement to begin.

Section 9. That the City Manager, after approval and recommendation of the Deep Ellum TIF District Board of Directors, may authorize an extension up to 6 months.

Section 10. 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, 5CSOffice of Economic Development – Sajid Safdar, 2CNCity Attorney's Office - Barbara MartinezCity Attorney's Office – Sarah Hasib

1

Exhibit A City of Dallas

Deep Ellum Grant Program

The City of Dallas wishes to establish the Deep Ellum Grant Program pursuant to Chapter 311 of the Texas Tax Code, to implement the Project and Reinvestment Zone Financing Plan for the Deep Ellum Tax Increment Financing (TIF) District. To enhance the retail and commercial environment, funding will be provided for façade improvements to non-historic buildings being redeveloped for retail or commercial purposes. The purpose of the Deep Ellum Grant Program is to promote: (1) development and diversification of the economy, (2) elimination of unemployment or underemployment, and (3) development or expansion of transportation, business, and commercial activity within the Deep Ellum TIF District. The City will achieve these objectives by making grants from the tax increment fund of the District in an aggregate amount not to exceed the amount of tax increment produced by the City and paid into the tax increment fund for the District. No County monies can be used to pay for economic development grants; however, County monies can be used as a direct pledge for eligible TIF project costs. Use of Funds The Deep Ellum TIF Board will recommend and City Council will approve all grant award amounts and awardees. Nothing contained herein shall obligate the City to provide grant awards as this Program does not constitute an entitlement. Payment of Funds No grant funds will be distributed until all conditions of the grant agreement have been fulfilled. Grants may be made up to the amount of tax increment produced by the City and paid into the tax increment fund for the Deep Ellum TIF District. The City may in the future negotiate with financial institutions to secure bonds or other obligations, or lines of credit, to aid in the funding of projects within the TIF District. Eligible types of projects Two types of structures are eligible for this program: 1) designated historic landmarks or buildings within historic districts, and 2) existing non-historic buildings. To be eligible for the program, grant funds must be related to at least one of the following:

• Catalyst developments of sufficient size to stimulate new retail and commercial activity

• High volume retail anchors • Neighborhood serving commercial developments • Mixed-use, transit-oriented developments

2

Eligibility criteria: The project’s eligibility for funding will be determined based on factors such as:

• Level of investment • Job creation • Feasibility of the development “but for” the incentives • Ability to stimulate other investment in the District • Provisions for public and pedestrian improvements that benefit the District as a

whole • Linkages with DART transit station

Project requirements:

• The developer must meet affordable housing requirements established by the Deep Ellum TIF District Project Plan and Reinvestment Zone Financing Plan and any related City requirements.

• The developer must follow the City’s M/WBE Good Faith Effort Policy. • The developer must follow City’s Fair Share Policy for M/WBE goals related to

private construction. • The developer must promote hiring of neighborhood residents for any new jobs

created. • The developer must comply with established Design Guidelines for the District or

in the absence of adopted Guidelines, receive a review and approval of the development standards from the City’s Director of Development Services.

3

Deep Ellum Grant Program Area

EXHIBIT B Olympia Arts Building

TIF Eligible Improvements Cost Estimates

TIF Improvement Category Amount Façade Improvements – Part of Deep Ellum TIF District Grant Program

$268.000

Infrastructure Improvements – Streetscaping, Street Construction, Storm Water Improvements & Burial of Overhead Utility Lines

$247,000

TOTAL TIF REQUEST $515,000 Note: The Façade Improvement category is a not to exceed amount. Unused Façade Improvement funds may be reallocated to Infrastructure Improvements if the cost of these improvements exceeds the budgeted amount.

EXHIBIT

I".. L _#

"",:--"'---~--I \ -~-@

, " .,

~-lm.., ~~... h»z

WILLOWSTREET

COUNCIL CHAMBER

November 12, 2007

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

WHEREAS, on June 22, 2005, the City Council authorized the establishment of Tax Increment Financing Reinvestment Zone Number Twelve, (Deep Ellum TIF District), in accordance with the Tax Increment Financing Act, as amended V.T.C.A. Tax Code, Chapter 311, (the "Act") to promote development and redevelopment in the Deep Ellum area through the use of tax increment financing by Ordinance No. 26043; and

WHEREAS, on April 12, 2006, the City Council authorized the Deep Ellum TIF District Project Plan and Reinvestment Zone Financing Plan, as amended by Ordinance No. 26304; and

WHEREAS, on October 1, 2007, the Deep Ellum TIF District Board of Directors reviewed the proposed redevelopment of the Olympia Arts Building project and the Deep Ellum TIF District Grant Program and recommended City Council authorization of a development with Deep Ellum Warehouses, Ltd. and Deep Ellum TIF District's participation in the project contingent on the creation of a Deep Ellum Grant Program; and

WHEREAS, the use of economic development incentives is a necessary tool in attracting a development and new jobs to the Deep Ellum TIF District; and

WHEREAS, the City of Dallas wishes to approve the Deep Ellum Grant Program (Exhibit A) pursuant to Chapter 311 of the Act, to make grants from tax increment produced by the City and paid into the tax increment fund for the Deep Ellum TIF District to promote local economic development in the Deep Ellum TIF District and to stimulate business and commercial activity in the Deep Ellum TIF District; and

WHEREAS, the Issuer (hereinafter sometimes referred to as "City") is contemplating reimbursement for the cost of construction of certain public improvements within the Deep Ellum TIF District; and

WHEREAS, the City has concluded that it does not currently desire to incur debt to finance the project costs it is about to pay; however, if doing so is in the best financial interests of the City, the City may in the future negotiate with financial institutions to secure bonds or other obligations, or lines of credit, to aid in the funding of projects within the District; and

WHEREAS, the City desires to reimburse Deep Ellum Warehouses, Ltd. for the costs it is about to pay from the proceeds of obligation to be issued or Deep Ellum TIF District revenues collected, subsequent to the payment of such costs; and

COUNCIL CHAMBER

November 12, 2007

WHEREAS, the City has no other funds that are, or are reasonably expected to be reserved, allocated on a long-term basis or otherwise set aside for purposes of paying the costs the City expects to incur.

NOW, THEREFORE,


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 obligation for the purpose of paying the costs on 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 IssuedDesign and Construction of TIF Eligible not to exceed $515,000improvements to be as provided by the Projectlocated within Reinvestment Zone Number Twelve, Plan and Reinvestment(Deep Ellum TIF District") Zone Financing Plan andas shown on Exhibit B, attached hereto the Development Agreement

Section 3. That the total Deep Ellum TIF District participation in the cost of design, engineering and construction of the TIF eligible improvements for the Olympia Arts Building project shall not exceed a principle amount of $515,000 plus interest payable as a grant, all in accordance with the terms of said development agreement.

Section 4. That nothing in the resolution shall be construed to require the City to approve payment from any source of City funds other than the Deep Ellum TIF District Fund and/or issued Tax Increment Bonds. Any funds, under the development agreement, that remain unpaid upon termination of the Deep Ellum TIF District, due to lack or unavailability of Deep Ellum TIF District Funds shall no longer be considered project costs of the Deep Ellum TIF District or the City and any obligation to pay Deep Ellum Warehouses, Ltd. shall automatically expire.

Section 5. 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 - 5CSOffice of Economic Development – Sajid Safdar - 2CNCity Attorney's Office - Barbara MartinezCity Attorney's Office – Sarah Hasib

1

Exhibit A City of Dallas

Deep Ellum Grant Program

The City of Dallas wishes to establish the Deep Ellum Grant Program pursuant to Chapter 311 of the Texas Tax Code, to implement the Project and Reinvestment Zone Financing Plan for the Deep Ellum Tax Increment Financing (TIF) District. To enhance the retail and commercial environment, funding will be provided for façade improvements to non-historic buildings being redeveloped for retail or commercial purposes. The purpose of the Deep Ellum Grant Program is to promote: (1) development and diversification of the economy, (2) elimination of unemployment or underemployment, and (3) development or expansion of transportation, business, and commercial activity within the Deep Ellum TIF District. The City will achieve these objectives by making grants from the tax increment fund of the District in an aggregate amount not to exceed the amount of tax increment produced by the City and paid into the tax increment fund for the District. No County monies can be used to pay for economic development grants; however, County monies can be used as a direct pledge for eligible TIF project costs. Use of Funds The Deep Ellum TIF Board will recommend and City Council will approve all grant award amounts and awardees. Nothing contained herein shall obligate the City to provide grant awards as this Program does not constitute an entitlement. Payment of Funds No grant funds will be distributed until all conditions of the grant agreement have been fulfilled. Grants may be made up to the amount of tax increment produced by the City and paid into the tax increment fund for the Deep Ellum TIF District. The City may in the future negotiate with financial institutions to secure bonds or other obligations, or lines of credit, to aid in the funding of projects within the TIF District. Eligible types of projects Two types of structures are eligible for this program: 1) designated historic landmarks or buildings within historic districts, and 2) existing non-historic buildings. To be eligible for the program, grant funds must be related to at least one of the following:

• Catalyst developments of sufficient size to stimulate new retail and commercial activity

• High volume retail anchors • Neighborhood serving commercial developments • Mixed-use, transit-oriented developments

2

Eligibility criteria: The project’s eligibility for funding will be determined based on factors such as:

• Level of investment • Job creation • Feasibility of the development “but for” the incentives • Ability to stimulate other investment in the District • Provisions for public and pedestrian improvements that benefit the District as a

whole • Linkages with DART transit station

Project requirements:

• The developer must meet affordable housing requirements established by the Deep Ellum TIF District Project Plan and Reinvestment Zone Financing Plan and any related City requirements.

• The developer must follow the City’s M/WBE Good Faith Effort Policy. • The developer must follow City’s Fair Share Policy for M/WBE goals related to

private construction. • The developer must promote hiring of neighborhood residents for any new jobs

created. • The developer must comply with established Design Guidelines for the District or

in the absence of adopted Guidelines, receive a review and approval of the development standards from the City’s Director of Development Services.

3

Deep Ellum Grant Program Area

EXHIBIT B Olympia Arts Building

TIF Eligible Improvements Cost Estimates

TIF Improvement Category Amount Façade Improvements – Part of Deep Ellum TIF District Grant Program

$268.000

Infrastructure Improvements – Streetscaping, Street Construction, Storm Water Improvements & Burial of Overhead Utility Lines

$247,000

TOTAL TIF REQUEST $515,000 Note: The Façade Improvement category is a not to exceed amount. Unused Façade Improvement funds may be reallocated to Infrastructure Improvements if the cost of these improvements exceeds the budgeted amount.



COUNCIL DISTRICT(S): All

DEPARTMENT: Environmental & Health Services

CMO: Charles W. Daniels, 670-3390

MAPSCO: N/A________________________________________________________________

SUBJECT

Authorize (1) the application for and acceptance of a grant from the Texas Department of Housing and Community Affairs, Housing Trust Fund for the provision of tenant based rental assistance for Veterans through the Homeless Services Program for the period February 1, 2008 through May 31, 2011; and (2) execution of the grant agreement - Not to exceed $250,000 - Financing: Texas Department of Housing and Community Affairs Grant Funds

BACKGROUND

The Texas Department of Housing and Community Affairs, administers the Housing Trust Fund. The Housing Trust Fund provides tenant based rental assistance for a period not to exceed 36-months that allows the assisted tenant to move to and live in any dwelling unit with a right to continued assistance during a 36-month period with the condition that the assisted household participate in a self-sufficiency program, which shall include among its objectives, the acquisition of a permanent source of affordable housing on or before the expiration of the rental subsidy.

Under the grant agreement, the Housing Trust Fund will pay rent, utilities, and security deposits for clients who have not become fully independent in scattered site units. Clients will select the site in which they choose to reside based on their individual needs. Rental payments will be made at the Fair Market Rent rate. (Clients with income are required to pay 30% of their adjusted income for rent).

The availability and use of these funds are subject to the State Housing Trust Fund Rules and 10 Texas Administrative Code, Title 10, Part 1, Chapter 51 (“HTF Rules”) in effect at the time the application is submitted.


BACKGROUND (Continued)

Accordingly, the Environmental and Health Services Department has prepared an application for a competitive Tenant Based Rental Assistance grant seeking $250,000 in funding to provide for transitional rental assistance for the period February 1, 2008 through May 31, 2011 for veterans with disabilities and/or veterans who have served in the war in Afghanistan, also known as Operation Enduring Freedom, the Iraq War, also known as Operation Iraqi Freedom and other recent overseas conflicts who access services through the Homeless Services Program.

The Texas Veterans Housing Support Program competitive grant program does not require a cash match, but does require the applicant to demonstrate leveraging. The city as grantee must be able to show evidence as a threshold standard that we demonstrate the ability to administer the program and commit adequate cash reserves in the amount of $20,833 of at least one month’s total rents for the number of households proposed to be served in order to cover any delays in the disbursement process. There is however, an application fee of $30 to be submitted with the grant application.



FISCAL INFORMATION

$250,000 - Texas Department of Housing and Community Affairs Grant Funds

COUNCIL CHAMBER

November 12, 2007

WHEREAS, there is a need to assist veterans by providing stability in rental assistance, in conjunction with support services; and

WHEREAS, the Texas Department of Housing and Community Affairs, Texas Veterans Housing Support Program, has issued a Notice of Funding Availability for competitive grant funds, soliciting applications for special projects that provides grant funds to assist the veterans with rental assistance; and

WHEREAS, the Environmental and Health Services Department has prepared an application for competitive grant funds to provide tenant based rental assistance for the period February 1, 2008 through May 31, 2011 for veterans with or without disabilities; and

WHEREAS, the Environmental and Health Services Department does not require a cash match, but does require the demonstration of leveraging as a threshold standard that demonstrate the ability to administer the program and commit adequate cash reserves in the amount of $20,833 of at least one month’s total rents for the number of households proposed to be served in order to cover any delays in the disbursement process;

NOW, THEREFORE;


Section 1. That following approval as to form by the City Attorney, the City Manager is hereby authorized to (1) apply for and accept a grant from the Texas Department of Housing and Community Affairs, Housing Trust Fund for the provision of tenant based rental assistance for Veterans through the Homeless Services Program for the period February 1, 2008 through May 31, 2011; and (2) execute any and all agreements and other documents required by this grant.

Section 2. That the City Controller is hereby authorized to receive and deposit grant funds in Fund S193, Department EHS, Unit 0387, Revenue Source 6508, in an amount not to exceed $250,000.

Section 3. That the City Manager is hereby authorized to establish appropriations in Fund S193, Department EHS, Unit 0387, Object Code 3099, in an amount not to exceed $250,000.

Section 4. That the City Controller is hereby authorized to disburse grant funds from Fund S193, Department EHS, Unit 0387, Object Code 3099, in an amount not to exceed $250,000.

COUNCIL CHAMBER

November 12, 2007

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: Environmental and Health ServicesCity Attorney's OfficeOffice of Financial Services, 4FN




DEPARTMENT: Human Resources

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

MAPSCO: N/A________________________________________________________________

SUBJECT

Authorize a one-time lump sum payment to the City Manager Mary K. Suhm in the amount of $25,000 in addition to her base pay of $267,750, plus the associated pension contribution in the amount of $1,483 for a total annual additional cost of $26,483 - Financing: Current Funds

BACKGROUND

On May 25, 2005, by Resolution No. 05-1622, the City Council appointed Mary K. Suhm as City Manager of the City of Dallas, for an indefinite term and established her annual base salary at $255,000.

On October 4, 2006, the City Council conducted its annual performance review of the City Manager and recommended an increase of $12,750 to her annual base salary.

On November 5, 2007 the City Council conducted its annual performance review of the City Manager and recommended an increase of $25,000 as a one-time lump sum payment. There will be an annual cost of $26,486 which includes a one-time lump sum payment increase of $25,000 plus the associated pension contribution of $1,483.


The City Council approved the appointment of Mary K. Suhm as City Manager for an indefinite term on May 25, 2005, by Resolution No. 05-1622.

City Council conducted its annual performance review of City Manager Mary K. Suhm on November 5, 2007.

FISCAL INFORMATION


COUNCIL CHAMBER

November 12, 2007

WHEREAS, on May 25, 2005 by Resolution No. 05-1622, the City Council appointed Mary K. Suhm as City Manager of the City of Dallas for an indefinite term and established her annual base salary at $255,000; and

WHEREAS, on October 4, 2006, the City Council conducted its annual performance review of the City Manager and recommended an increase of $12,750 in her annual base salary;and

WHEREAS, on November 5, 2007, the City Council conducted its annual performance review of the City Manager and recommended a one-time lump sum payment of $25,000, in addition to her base pay of $267,750, plus the associated pension contribution in the amount of $1,483 for a total annual additional cost of $26,483.

Now, Therefore,


SECTION 1. That the City Manager receive a one-time lump sum payment of $25,000, in addition to her base pay of $267,750, plus the associated pension contribution in the amount of $1,483 for a total annual additional cost of $26,483.


DistributionHuman Resources - 6AS






MAPSCO: N/A________________________________________________________________

SUBJECT

Authorize a one-time lump sum payment to the City Attorney Thomas P. Perkins, Jr. in the amount of $11,800, in addition to his base pay of $236,000, plus the associated pension and Medicare contribution in the amount of $871, for a total annual additional cost of $12,671 - Financing: Current Funds

BACKGROUND

On June 8, 2005, by Resolution No. 05-1804, the City Council appointed Thomas P. Perkins, Jr. as City Attorney of the City of Dallas, for a two-year term and established his annual base salary at $199,000.

On August 16, 2006, the City Council conducted its annual performance review of the City Attorney and recommended an increase of $43,227 in his annual base salary for an annual cost of $43,227 was derived as follows: Annual base salary increase of $37,000, associated pension contribution of $5,691, and Medicare contribution of $536.

On November 5, 2007, the City Council conducted its annual performance review of the City Attorney and recommended a one time lump sum payment of $11,800. There will be an annual cost of $12,671 which includes a one-time lump sum payment increase of $11,800 plus the associated pension contribution of $700, and Medicare contribution of $171.


City Council approved the appointment of Thomas P. Perkins, Jr. as City Attorney for a two-year term on June 8, 2005, by Resolution No. 05-1804.

On August 16, 2006, the City Council conducted its annual performance review of the City Attorney and recommended an increase of $43,227 in his annual base salary.


PRIOR ACTION/REVIEW (Council, Boards, Commissions) (continued)

Authorized a first amendment to the City Attorney Agreement of Appointment with City Attorney Thomas P. Perkins, Jr. to increase his annual salary on August 23, 2006, by Resolution No. 06-22899.

FISCAL INFORMATION


COUNCIL CHAMBER

November 12, 2007

WHEREAS, on June 8, 2005 by Resolution No. 05-1804, the City Council appointed Thomas P. Perkins, Jr. as City Attorney of the City of Dallas for a two-year term and established his annual base salary at $199,000; and

WHEREAS, on August 16, 2006, the City Council conducted its annual performance review of the City Attorney and recommended an increase of $43,227 in his annual base salary; and

WHEREAS, on November 5, 2007, the City Council conducted its annual performance review of the City Attorney and recommended a one time lump sum payment of $11,800.

Now, Therefore,


SECTION 1. That the City Attorney receive a one-time lump sum payment in the amount of $11,800; plus the associated pension and Medicare contribution in the amount of $871, for a total annual additional cost of $12,671 in addition to his base pay of $236,000.

SECTION 2. That the City Manager is hereby authorized to execute the third amendment to the City Attorney Agreement of Appointment with Thomas P. Perkins, Jr. reflecting the compensation adjustment authorized by the City Council.


Distribrution List:Human Resources - 6AN






MAPSCO: N/A________________________________________________________________

SUBJECT

Authorize an increase in the annual base salary of City Secretary Deborah Watkins in the amount of $6,840, from $114,000 to $120,840, plus the associated pension contribution in the amount of $406 for a total annual additional cost of $7,246 - Financing: Current Funds

BACKGROUND

On March 6, 2006, by Resolution No. 06-0869, the City Council appointed Deborah Watkins as City Secretary of the City of Dallas, for a two-year term and established her annual base salary in an amount not to exceed $103,227.75.

On March 21, 2007 the City Council conducted its annual performance review of the City Secretary and recommended an increase in an amount of $10,772.25 to her annual base salary.

On April 11, 2007 Council approved agenda item No. 071188 which increased the base pay of City Secretary Deborah Watkins from $103,227.75 to $114,000.00

City Council conducted its annual performance review of City Secretary Deborah Watkins, on November 5, 2007 and recommended a pay increase in the amount of $6,840.


City Council approved the appointment of Deborah Watkins as City Secretary for a two-year term on March 6, 2007, by Resolution No. 06-0869.

City Council conducted its annual performance review of City Secretary Deborah Watkins, on November 5, 2007 and recommended a pay increase from $114,000.00 to $120,840. There will be an annual cost of $7,246 which includes an increase of $6,840 plus the associated pension contribution of $406.


FISCAL INFORMATION


COUNCIL CHAMBER

November 12, 2007

WHEREAS, on March 6, 2006, Resolution No. 06-0896, appointed Deborah Watkins as City Secretary, for a two year term and established her annual base salary of $103,227.25; and

WHEREAS, on March 21, 2007, the City Council conducted its annual performance review of the City Secretary and recommended an increase of $12,772.25; and

WHEREAS, on April 11, 2007, City Council approved Resolution No. 071188 which increased the base pay of City Secretary Deborah Watkins from $103,227.75 to $114,000.00.

WHEREAS, on November 5, 2007, the City Council conducted its annual performance review of the City Secretary and recommended an increase in pay from $114,000 to $120,840; and

Now, Therefore,


SECTION 1. That the annual base salary of City Secretary Deborah Watkins, is hereby increased by $6,840, from $114,000 to $120,840, plus the associated pension contribution in the amount of $406 for a total annual additional cost of $7,246.

SECTION 2. That the City Manager is hereby authorized to execute the second amendment to the Agreement of Appointment with City Secretary Deborah Watkins reflecting the compensation adjustment authorized by the City Council.


Distribution:Human Resources - 6AN




DEPARTMENT: Public Works & TransportationConvention and Event Services

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

MAPSCO: 45P________________________________________________________________

SUBJECT

Authorize (1) a contract for Union Station Vertical Transportation Upgrade - Elevator with A & F Elevator Company, Inc., lowest responsible bidder of three, in an amount not to exceed $143,895; (2) assignment of the construction contract to Hunt - Woodbine Realty Corporation as the City's construction manager for all purposes, including contract administration, inspection, supervision and coordination of construction work; (3) the receipt and deposit of funds from Hunt - Woodbine Realty Corporation in an amount not to exceed $163,895; and (4) an increase in appropriations in the amount of $163,895, 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. This bond sale is scheduled for November 28, 2007. These improvements are part of the City's Union Station Master Plan Capital Improvement for the building, which includes roof replacement, wall restoration, escalator and freight elevator modernization, and mechanical, electrical and plumbing system upgrades.

On April 11, 2007, Resolution No. 07-1190 authorized the City to enter into a Development and Reimbursement Agreement with Hunt - Woodbine Realty Corporation ("Hunt - Woodbine") to undertake, at no cost to the City, the design responsibility 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.


BACKGROUND (Continued)

On June 13, 2007, Resolution No. 07-1823 authorized a contract for Union Station Roof Replacement and assignment of the contract to Hunt - Woodbine for construction management. Additionally, this action established appropriations for this contract award and included contingencies for potential future change orders.

On November 12, 2007, the contract authorization for Union Station Vertical Transportation Upgrade - Elevator is scheduled for council action. This contract will be assigned to Hunt - Woodbine for construction management. The award amount is $143,895. The $163,895 is the award plus approximately 14% of the award amount for potential future change orders. This action increases appropriations for this contract award with the request of Hunt-Woodbine’s deposit and the total appropriations to include any potential future change orders so that funds are available for authorization.

This current action will authorize the contract for Union Station Vertical Transportation Upgrade - Elevator, and assign the contract to Hunt - Woodbine for construction management. Additionally, this action increases appropriations for this contract award and includes contingencies for potential future change orders.


Begin Construction December 2007Complete Construction April 2008

PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS)

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

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

Authorized the Development and Reimbursement Agreement with Hunt - Woodbine Realty Corporation on April 11, 2007, by Resolution No. 07-1190.

Authorized the first capital improvement project contract for Union Station Roof Replacement and assigned the contract to Hunt - Woodbine for construction management, established appropriations for the contract award and included contingencies for potential future change orders on June 13, 2007, by Resolution No. 07-1823.

FISCAL INFORMATION

Private Funds - $163,895


M/WBE INFORMATION

See attached.

ETHNIC COMPOSITION

A & F Elevator Company, Inc.

Hispanic Female 1 Hispanic Male 2African-American Female 0 African-American Male 0Other Female 0 Other Male 0White Female 3 White Male 13

BID INFORMATION

The following bids with quotes were received and opened on October 18, 2007:

*Denotes successful bidder(s)

BIDDERS BID AMOUNT

*A & F Elevator Company, Inc. $143,895.00620 Easy StreetGarland, Texas 75042

EMR, Inc. $146,000.00

Schindler Elevator Corporation $999,278.00

OWNER(S)

A & F Elevator Company, Inc.

Tera Nikfarjam, PresidentEssie Mianabi, P.E., Vice President/General Manager

MAP

Attached.


PROJECT: Authorize (1) a contract for Union Station Vertical Transportation Upgrade - Elevator with A & F Elevator Company, Inc., lowest responsible bidder of three, in an amount not to exceed $143,895; (2) assignment of the construction contract to Hunt - Woodbine Realty Corporation as the City's construction manager for all purposes, including contract administration, inspection, supervision and coordination of construction work; (3) the receipt and deposit of funds from Hunt - Woodbine Realty Corporation in an amount not to exceed $163,895; and (4) an increase in appropriations in the amount of $163,895, 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)

A & F Elevator Company, 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 $143,895.00 100.00%Total non-local contracts $0.00 0.00%

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

TOTAL CONTRACT $143,895.00 100.00%

LOCAL/NON-LOCAL M/WBE PARTICIPATION


Local Certification Amount Percent

AC/DC Electric Motor Service BMDB33816N0408 $14,500.00 10.08%------------------------ ------------------------

Total Minority - Local $14,500.00 10.08%

Non-Local Contractors / Sub-Contractors

None

TOTAL M/WBE CONTRACT PARTICIPATION

Local Percent Local & Non-Local Percent

African American $14,500.00 10.08% $14,500.00 10.08%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 $14,500.00 10.08% $14,500.00 10.08%

copyright © 2006 MAPSCO, Inc. Union Station O.13M; O.25M;

i IScale 1 : 8 166

COUNCIL CHAMBER

November 12, 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, Resolution No. 07-1190 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 June 13, 2007, Resolution No. 07-1823 authorized the first capital improvement project contract, which was for Union Station Roof Replacement, and assigned the contract to Hunt - Woodbine for construction management, and established appropriations for this contract award, including an amount for potential change orders; and,

WHEREAS, on August 23, 2007, sealed competitive bids were publicly opened and read aloud for the Union Station Wall Restoration; and,

WHEREAS, on October 18, 2007, sealed competitive bids were publicly opened and read aloud for the Union Station Vertical Transportation Upgrade - Elevator as follows:

COUNCIL CHAMBER

November 12, 2007

BIDDERS BID AMOUNT

A & F Elevator Company, Inc. $143,895620 Easy StreetGarland, TX 75042

EMR, Inc. $146,000Schindler Elevator Corporation $999,278

WHEREAS, the City intends to reimburse Hunt - Woodbine from the proceeds of a future sale of the voter-authorized General Obligation Bonds up to $163,895, without interest, for funds advanced for Union Station Vertical Transportation Upgrade - Elevator; and,

WHEREAS, it is desirable to enter into a construction contract with A & F Elevator Company, Inc. for $143,895; and, additionally, to assign the construction contract to Hunt - Woodbine as the City's Construction Manager for construction administration.

Now, Therefore,


Section 1. That A & F Elevator Company, Inc. is hereby awarded the contract for Union Station Vertical Transportation Upgrade - Elevator in an amount not to exceed $143,895, 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 reasonably expects to reimburse the expenditures for the Union Station Vertical Transportation Upgrade - Elevator with proceeds of debt, in a maximum amount not to exceed $163,895, 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. That 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:

COUNCIL CHAMBER

November 12, 2007

Project: Union Station Vertical Transportation Upgrade - Elevator, 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 $163,895

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.

Section 6. That except for the proceeds of the Obligations, no funds are, or are reasonably 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 of 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 Vertical Transportation Upgrade - Elevator. 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 Vertical Transportation Upgrade - Elevator in the amount of $163,895, without interest.

Section 8. That the City Controller is hereby authorized to receive and deposit the advance construction cost from Hunt - Woodbine in the amount of $163,895 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 4310 in an amount not to exceed $163,895.

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 FundFund AR22, Department PBW, Unit U237, Act. USSRObj. 4310, Program #PB06U237, CT PBW06U237B1Vendor #VS0000025852, in an amount not to exceed $143,895

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.

COUNCIL CHAMBER

November 12, 2007

Section 11. That the City Controller is hereby authorized to reimburse Hunt - Woodbine in the amount up to $163,895, 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 accruing in Fund AR22, Department PBW, Unit U237, Revenue Sources 8100, 8104, and 8125.


Distribution: Public Works and Transportation, Jean Mitchell, OCMC, Room 101Public Works and Transportation, Len Mills, OCMC, Room 321City Attorney's OfficeOffice of Financial ServicesConvention and Event Services

ADDENDUM ITEM # 11KEY FOCUS AREA: Better Cultural, Arts and Recreational Amenities



DEPARTMENT: Public Works & TransportationOffice of Cultural Affairs

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

MAPSCO: 45Q________________________________________________________________

SUBJECT

Authorize (1) an increase in the contract with TMV LLC dba Triune Associates for the renovation of the Moorland YMCA building located at 2700 Flora Street for the Dallas Black Dance Theatre to provide furnishings in the amount of $172,217, from $4,250,420 to $4,422,637; (2) the receipt and deposit of funds from Dallas Black Dance Theatre in an amount not to exceed $172,217; and (3) an increase in appropriations in the amount of $172,217 - Not to exceed $172,217, from $4,250,420 to $4,422,637 - Financing: Private Funds

BACKGROUND

On February 28, 2007, Resolution No. 07-0742 authorized a construction contract with TMV LLC dba Triune Associates in the amount of $3,941,766 for the renovation of the Moorland YMCA Building as the Dallas Black Dance Theatre.

This action authorizes Change Order No. 3 with TMV LLC dba Triune Associates in the amount of $172,217 for the interior furnishings to complete the interiors for the 28,000 square feet facility. Interior furnishings include systems office furniture, tables, chairs, movable cabinets and meeting rooms furniture.


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

PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS)

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


PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) (Continued)

Briefed the Quality of Life Committee on December 12, 2005.

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

Authorized Change Order No. 1 to the construction contract on June 13, 2007, by Resolution No. 07-1824.

Authorized receipt and deposit of funds and increased appropriations on August 8, 2007, by Resolution No. 07-2195.

Authorized Change Order No. 2 to the construction contract on September 12, 2007, by Resolution No. 07-2614.

FISCAL INFORMATION

Private Funds - $172,217

Design $ 538,692.00Construction 3,941,766.00Change Order No. 1 57,045.00Change Order No. 2 251,609.00Change Order No. 3 (this action) 172,217.00Miscellaneous Expenses 538,517.00

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 5Hispanic Female 1 Hispanic Male 0White Female 1 White Male 3Other Female 0 Other Male 0

OWNER(S)

TMV LLC dba Triune Associates

Vince Fudzie, PresidentTraver Hill, Vice PresidentPatricia Fudzie, Esq., Secretary

MAP

Attached.


PROJECT: Authorize (1) an increase in the contract with TMV LLC dba Triune Associates for the renovation of the Moorland YMCA building located at 2700 Flora Street for the Dallas Black Dance Theatre to provide furnishings in the amount of $172,217, from $4,250,420 to $4,422,637; (2) the receipt and deposit of funds from Dallas Black Dance Theatre in an amount not to exceed $172,217; and (3) an increase in appropriations in the amount of $172,217 - Not to exceed $172,217, from $4,250,420 to $4,422,637 - Financing: Private Funds

TMV LLC dba Triune Associates is a local, minority firm, has signed the "Good Faith Effort" documentation, and proposes to use their own workforce.PROJECT CATEGORY: Construction

_______________________________________________________________


Amount Percent

Local contracts $23,929.98 13.90%Non-local contracts $148,287.02 86.10%

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




Local Certification Amount Percent

TMV LLC dba Triune Associates BMDB34894Y0708 $23,929.98 100.00%--------------------------- ---------------------------

Total Minority - Local $23,929.98 100.00%

Non-Local Contractors / Sub-Contractors

None



African American $23,929.98 13.90% $1,555,403.40 35.17%Hispanic American $0.00 0.00% $112,650.00 2.55%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% $585,335.56 13.23%

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

Total $23,929.98 13.90% $2,253,388.96 50.95%

Old Moorland YMCA Bldg

copytiglit©"2006 MAPSCO. Inc. Dallas Black Dance Theatre

COUNCIL CHAMBER

November 12, 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 YMCA 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 YMCA 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 YMCA building; and,

WHEREAS, on May 10, 2006, Resolution No. 06-1411 authorized a professional services contract with Group One / VAI Architects, LLP for the design and construction documents for the renovation of the Moorland YMCA building for the Dallas Black Dance Theatre in an amount not to exceed $538,691.63; 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 YMCA building for the Dallas Black Dance Theatre, in an amount not to exceed $3,941,766.00; and,

WHEREAS, on June 13, 2007, Resolution No. 07-1824 authorized Change Order No. 1 to the contract for the renovation of the Moorland YMCA building for the Dallas Black Dance Theatre, in the amount of $57,045, increasing the contract from $3,941,766 to $3,998,811; and,

WHEREAS, on August 8, 2007, Resolution No. 07-2195 authorized (1) the receipt and deposit of funds in the amount of $486,331 in participation costs in the Dallas Black Dance Theatre Participation Fund, and (2) an increase in appropriations in the amount of $486,331 in the Dallas Black Dance Theatre Participation Fund; and,

WHEREAS, on September 12, 2007, Resolution No. 07-2614 authorized Change Order No. 2 to the contract for the renovation of the Moorland YMCA Building for the Dallas Black Dance Theatre in the amount of $251,609, increasing the contract from $3,998,811 to $4,250,420; and,

COUNCIL CHAMBER

November 12, 2007

WHEREAS, it is now desirable to authorize Change Order No. 3 to 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 to provide interior furnishings in the amount of $172,217, from $4,250,420 to $4,422,637.

Now, Therefore,


Section 1. That the City Manager is hereby authorized to increase the contract with TMV LLC dba Triune Associates for the renovation of the Moorland YMCA building located at 2700 Flora Street for the Dallas Black Dance Theatre, in the amount of $172,217, from $4,250,420 to $4,422,637, under Change Order No. 3.

Section 2. That the City Controller is hereby authorized to receive and deposit funds from Dallas Black Dance Theatre in an amount not to exceed $172,217 in Fund DB49, Department PBW, Unit R917, Revenue Source 8492.

Section 3. That the City Manager is hereby authorized to increase appropriations in Fund DB49, Department PBW, Unit R917, Object 4710 in the amount of $172,217.

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

Dallas Black Dance Theatre Participation FundFund DB49, Dept. PBW, Unit R917, Act. CULFObj. 4710, Program #PB03R917, CT PBW03R917E1Vendor #512794, in an amount not to exceed $172,217


Distribution: Public Works and Transportation, Jean Mitchell, OCMC, Room 101Public Works and Transportation, Robert Durham, OCMC, Room 321Office of Cultural AffairsOffice of Financial ServicesCity Attorney



COUNCIL DISTRICT(S): All

DEPARTMENT: Water Utilities

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

MAPSCO: All________________________________________________________________

SUBJECT

Authorize a contract with Diversity Management Strategists, LLC to perform an assessment and develop a training program to enhance workforce diversity and employee productivity - $72,000 - Financing: Water Utilities Current Funds

BACKGROUND

The Water Utilities Diversity Process Initiative began in August 2007 with the first phase including over 400 Water Utilities employees. This was to be the first of four phases to complete the effort with over 1400 employees in the department. This item will accelerate phase two, which includes the Southside Wastewater Treatment Plant, and fund the remaining phases. The initial assessments would begin at Southside during the week of November 19, 2007 with training scheduled for mid-December 2007.

The Diversity Process Assessment is being performed by Diversity Management Strategists (DMS) and includes interviewing employees of all levels in the organization in order to identify gaps between reporting levels and to gain insight into what we may or may not be doing to foster a diverse and inclusive working environment. Diversity Management Strategists will provide the department with a comprehensive plan for the development and implementation of a diversity management plan to educate staff on key focus areas to enhance workforce diversity and employee productivity. DMS action plan will build workforce diversity excellence with a goal of becoming a benchmark for workforce diversity practices. This action plan will incorporate a variety of activities that will provide insight and support to department management and team members.




FISCAL INFORMATION

$72,000.00 - Water Utilities Current Funds

M/WBE INFORMATION

Attached

ETHNIC COMPOSITION

Diversity Management Strategists, LLC

Hispanic female 0 Hispanic male 0Black female 0 Black male 1Other female 0 Other male 0 White female 0 White male 1

OWNER

Diversity Management Strategists, LLC

Skot Welch, Managing PartnerTom Melcher, Partner


PROJECT: Authorize a contract with Diversity Management Strategists, LLC to perform an assessment and develop a training program to enhance workforce diversity and employee productivity - $72,000 - Financing: Water Utilities Current Funds

Diversity Management Strategists, LLC is a non-local, non-minority firm, has signed the "Good Faith Effort" documentation, and proposes to use their own workforce.PROJECT CATEGORY: Professional Services

_______________________________________________________________

LOCAL/NON-LOCAL CONTRACT SUMMARY

Amount Percent

Total local contracts $0.00 0.00%Total non-local contracts $72,000.00 100.00%

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

TOTAL CONTRACT $72,000.00 100.00%

LOCAL/NON-LOCAL M/WBE PARTICIPATION



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

November 12, 2007

WHEREAS, the Water Utilities Diversity Process Initiative began in August 2007 with the first phase including over 400 Water Utilities employees; and,

WHEREAS, this was to be the first of four phases to complete the effort with over 1400 employees in the department; and,

WHEREAS, it is desired to accelerate phase two which includes the Southside Wastewater Treatment Plant and fund the remaining phases; Now, Therefore,


Section 1. That the City Manager is authorized to enter into a contract with Diversity Management Strategists, LLC to perform an assessment and develop a training program to enhance workforce diversity and employee productivity.

Section 2. That the City Controller is hereby authorized to make payments in accordance with the terms of the contract, in an amount not to exceed $72,000.00, as follows:

FUND DEPT UNIT OBJ ENCUMBRANCE VENDOR0100 DWU 7015 3072 CTDWU7015A8015 VS0000008053

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: Water-Administration, 4AN, Cheryl GlennWater-Administration, 4AN, James CarriganOffice of Financial Services, 4FN, Jeanne Chipperfield




DEPARTMENT: Department of Development Services


MAPSCO: 45 L________________________________________________________________

SUBJECT

Authorize amendments to Resolution No. 03-3387, previously approved on December 8, 2003, for the Historic Development Program tax abatement for the redevelopment of the Republic Center Tower 1 located at 325 North St. Paul Street to extend the completion date from June 6, 2006 to November 3, 2007 - Financing: No cost consideration to the City

BACKGROUND

By Resolution No. 033387, approved on December 8, 2003, the City Council authorized a Historic Development Program tax abatement for 325 North St. Paul Street, Republic Center, Tower 1, for nine years on the added value of the structure (land not included), under certain conditions, including that the restoration must be complete and a Certificate of Occupancy obtained within three years after the date the Certificate of Eligibility was issued, and that any extension of the abatement period must be reviewed and approved by a separate City Council resolution.

Section 51A-11.103.(f)(2) of the Dallas City Code allows the deadline to be extended. “The deadline for completion of rehabilitation may be extended by the Landmark Commission for additional periods up to three years each.” On June 4, 2007, the Landmark Commission approved an extension of the deadline for completion of the rehabilitation to November 3, 2007.

Since original Certificate of Eligibility approval, the applicants have been continually working in good faith and have now completed this project. The applicant has indicated that the project has been completed. Prior to the initiation of the tax abatement, verification of expenditures is required. The Historic Development Program requires that an applicant submit receipts, copies of checks, bank draws, or other information that documents the required expenditures. The applicant must also provide evidence to show that there are no delinquent property taxes, city fees, fines or penalties on the property. The owner has signed an affidavit stating that they are current on their taxes and do not owe any city fees, fines, or penalties.


BACKGROUND (continued)

At the time of the application, for the tax abatement in 2003, Tower 1 was taxed as part of the larger Republic Center property tax account. As indicated in the application, in 2004, a separate property tax account was created for Tower 1 to establish the January 1, 2004 value of Tower 1. The property tax account number for Tower 1 is 00000110740099400. The prerehabilitation value for Tower 1 is deemed to be the appraised value of Tower 1 in 2004 by the Dallas County appraisal district, the earliest available appraisal of Tower 1.

PRIOR ACTION/ REVIEW (COUNCIL, BOARDS, COMMISSIONS)

On June 4, 2007, the Landmark Commission approved the request for a one-year extension of the required completion date for the Certificate of Eligibility, which would expire November 3, 2007.

On September 18, 2007, the Economic Development Committee recommended approval of the request for a one-year extension of the required completion date for the Certificate of Eligibility, which would expire November 3, 2007.

FISCAL INFORMATION

No cost consideration to the City.

OWNER

Ervay Residential Limited Partnership

Tom Bakewell, Regional Vice President, Gabels Residential

MAP

Attached.

COUNCIL CHAMBER

November 12, 2007

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

WHEREAS, Division 51A-11.000 of the Dallas Development Code requires that the city council review and approve by resolution any application for a NRHP program Historic Development Program tax abatement exceeding $50,000; and

WHEREAS, the property located at 325 N. St. Paul, with tax I.D. number 00000110740000400 00000110740099400, is a contributing structure known as Republic Center, Tower 1; and

WHEREAS, the property is an important City of Dallas landmark in the pending proposed Republic Bank Building Historic Overlay District and a contributing structure in the Republic Bank Tower Historic District No. 117; and

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

WHEREAS, the property is located in an urban neighborhood and is eligible for a maximum ten nine-year rehabilitation tax abatement and a five-year tax abatement for conversion to residential on the added value of the structure; and

WHEREAS, the owner of the property has requested an abatement on the added value of the structure for nine years, which will total an estimated $1,438,194, and WHEREAS, by Resolution No. 033387, approved on December 8, 2003, the City Council authorized a tax abatement for 325 N. St. Paul, Republic Center, Tower 1, for nine years on the added value of the structure (land not included), under certain conditions, including that the restoration must be complete and a certificate of occupancy obtained by November 3, 2006, and that any extension of the abatement period must be reviewed and approved by a separate city council resolution; and

WHEREAS, the Dallas Development Code Section 51A-11.103(f) 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 the Certificate of Eligibility, unless the deadline is extended by the Landmark Commission; and WHEREAS, the Certificate of Eligibility for a city property tax abatement was issued by the Landmark Commission on November 3, 2003, and extended to November 3, 2007 by the Landmark Commission on June 4, 2007; and

COUNCIL CHAMBER

November 12, 2007

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


Section 1. That the application for a restoration tax abatement for 325 N. St. Paul, Republic Center, Tower I, for nine years on the added value of the structure (land not included) is approved and will be applied when: (1) the board of directors of the reinvestment zone and the governing body of each taxing entity approved the abatement per section 31..1025 of the Texas Tax Code and (2) when documentation is submitted to the Department of Development Services proving that the restoration requirements have been met. Any extension of the abatement period must be reviewed and approved by a separate city council resolution. Any application for an additional tax abatement for conversion to residential or ground-floor retail must be reviewed and approved by a separate city council resolution.

Section 2. That Restoration must be complete and a certificate of occupancy obtained within three years after the date of certificate of eligibility was been issued. That Resolution No. 033387, approved on December 8, 2003, is amended to require that restoration must be complete and a certificate of occupancy obtained by November 3, 2007.

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




DEPARTMENT: Business Development & Procurement Services

CMO: Dave Cook, 670-7804

MAPSCO: N/A________________________________________________________________

SUBJECT

Authorize Supplemental Agreement No. 1 to the professional services contract with KPMG LLP for audit services of the City's financial operations and grant activities for the fiscal year ended September 30, 2006 - Not to exceed of $334,834, from $950,000 to $1,284,834 - Financing: Current Funds

BACKGROUND

City Charter (Chapter III, Section 19), requires an annual independent audit of the City's "books of account, records, and transactions" by one or more certified public accountants. The Single Audit Act of 1996, as amended, also requires an audit of grantees who have received federal grants exceeding certain thresholds.

KPMG LLP provided audit services for FY 2006 as approved by City Council on December 13, 2006 at a rate of $190 per hour. During the term of the contract, KPMG LLP incurred additional hours due to increased test work. The increased test work resulted from the auditor’s lack of reliance on existing City controls, grant compliance issues and the financial system upgrade in fiscal year 2006. The audit services exceeded the scope of work by $372,210.00 KPMG LLP agreed to a reduction of $37,376.00 resulting in a net increase of $334,834.00.

PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS

On October 24, 2007, this item was deferred by City Council.

On October 8, 2007, the Finance, Audit and Accountability Committee was briefed on the proposed increase in audit fees.

On December 13, 2006, City Council authorized a twelve month professional services contract with KPMG LLP for audit of the City's financial operations for fiscal year ending September 30, 2006 by Resolution # 06-3466.


PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS (Continued)

On December 11, 2006, the Finance, Audit and Accountability Committee was briefed on the KPMG LLP proposal for auditing services.

On June 12, 2006, the Finance, Audit and Accountability Committee was briefed on the request for proposal for the auditing services.

FISCAL INFORMATION

$334,834.00 - Current Funds

M/WBE INFORMATION

The recommended awardee has fulfilled the Good Faith requirements set forth in the Good Faith Effort Plan adopted by City Council Resolution No. 84-3501 as amended.

ETHNIC COMPOSITION

KPMG LLP

Hispanic Female 62 Hispanic Male 33Black Female 81 Back Male 32Other Female 52 Other Male 38White Female 412 White Male 418

OWNER

KPMG LLP

Gene O'Kelley, PresidentJeff Stein, Vice PresidentJoe Heinz, Treasurer


PROJECT: Authorize Supplemental Agreement No. 1 to the professional services contract with KPMG LLP for audit services of the City's financial operations and grant activities for the fiscal year ended September 30, 2006 - Not to exceed of $334,834, from $950,000 to $1,284,834 - Financing: Current Funds

KPMG LLP is a local, non-minority firm, has signed the "Good Faith Effort" documentation, and proposes to use their own workforce.PROJECT CATEGORY: Professional Services

_______________________________________________________________


Amount Percent

Local contracts $334,834.00 100.00%Non-local contracts $0.00 0.00%

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





None



African American $0.00 0.00% $190,000.00 14.79%Hispanic American $0.00 0.00% $95,000.00 7.39%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% $285,000.00 22.18%

COUNCIL CHAMBER

November 12, 2007

WHEREAS, the annual independent audit of the City of Dallas financial operations and the audit of the City's grant funds (Single Audit) is required; and,

WHEREAS, KPMG LLP was awarded the contract at a rate of $190 per hour on December 13, 2006, by Resolution #06-3466; and,

WHEREAS, KPMG LLP originally estimated a total of 5,000 hours to complete the audit at an estimate of $950,000; and,

WHEREAS, the actual hours incurred by KPMG LLP to complete the audit exceeded the original estimate; and,

WHEREAS, on December 13, 2006, City Council authorized a twelve month professional services contract with KPMG LLP for audit of the City's financial operations for fiscal year ending September 30, 2006 by Resolution # 06-3466;

NOW, THEREFORE,


Section 1. That the City Manager is hereby authorized to execute Supplemental Agreement No. 1 to the professional services contract with KPMG LLP (092122) for audit services of the City's financial operations and grant activities for the fiscal year ending September 30, 2006 in the amount of $334,834.00 from $950,000.00 to $1,284,834.00.

Section 2. That the City Controller is authorized to disburse funds from the following appropriation, in an amount not to exceed $334,834.00:

Fund: 0001 Dept: BMS Unit: 1139 Obj: 3070 Encumbrance: #CT-BMS1138C412

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.

DISTRIBUTION:

Office of Business Development and Procurement Services

Documents

NOVEMBER 12, 2007 CITY COUNCIL ADDENDUM …...The City of Dallas et al., Civil Action No. 3:05-CV-2084-G Marilyn Ford v. City of Dallas, Civil Action No. 3:05-CV-1676-D CONSENT ADDENDUM