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1 DECEMBER 14, 2011 CITY COUNCIL ADDENDUM CERTIFICATION This certification is given pursuant to Chapter XI, Section 9 of the City Charter for the City Council Addendum dated December 14, We hereby certify, as to those contracts, agreements, or other obligations on this Agenda authorized by the City Council for which expenditures of money by the City are required, that all of the money required for those contracts, agreements, and other obligations is in the City treasury to the credit of the fund or funds from which the money is to be drawn, as required and permitted by the City Charter, and that the money is not appropriated for any other purpose. _---'-'12: "'--' till Date Edward Scott City Controller Date

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5 ADDENDUM CITY COUNCIL MEETING DECEMBER 14, 2011 CITY OF DALLAS 1500 MARILLA COUNCIL CHAMBERS, CITY HALL DALLAS, TEXAS :00 A. M. ADDITIONS: Closed Session 6ES Attorney Briefings (Sec T.O.M.A.) - Legal issues regarding the locational restrictions applicable to businesses regulated by Chapter 41A of the City Code. CONSENT ADDENDUM Aviation 1. Authorize the fourth amendment to the Jet Aviation Texas, Inc. lease to add approximately 39,536 square feet of unimproved land at Dallas Love Field - Estimated Annual Revenue: $15,814 Business Development & Procurement Services 2. Authorize a seven-year service contract, with two two-year renewal options, for voice and data network services, network management, monitoring, maintenance, Information Technology security and related services - AT&T Corp., single proposer - Not to exceed $63,444,708 - Financing: Current Funds (subject to annual appropriations) 3. Authorize a three-year master municipal lease agreement for the financing of personal property purchases - Banc of America Public Capital Corp, most advantageous proposer of five - Not to exceed $120,000 ($60,000 upfront legal costs plus annual legal fees of $20,000) - Financing: Current Funds (subject to appropriations) 4. Authorize an acquisition contract for the purchase and installation of hardware and software to upgrade the existing fuel inventory management system - Asset Works, Inc., through the General Services Administration - Not to exceed $1,202,491 - Financing: Municipal Lease Agreement Funds 5. Authorize a service contract for the purchase and installation of furniture for the Dallas Judicial Center located at 2014 Main Street - WRG LLC., through the U.S. Communities Government Purchasing Alliance - Not to exceed $800,000 - Financing: 2006 Bond Funds

6 ADDENDUM CITY COUNCIL MEETING DECEMBER 14, 2011 ADDITIONS: (Continued) CONSENT ADDENDUM (Continued) City Attorney s Office 6. Authorize a professional services contract with the law firm of Gibson, Dunn & Crutcher LLP for legal services necessary to represent the City in the lawsuit styled National Solid Wastes Management Association, et al. v. City of Dallas, et al., Case No. CA- 3:11-cv O - Not to exceed $175,000 - Financing: Current Funds Park & Recreation 7. Authorize (1) Supplemental Agreement No. 2 to the concession contract with Ed Campbell Concessions Company, Inc.; and (2) Supplemental Agreement No. 1 to the concession contract with Ace Parking Management, Inc. to amend the contracts for the City's percentage of concession revenue for the TicketCity Bowl Game to be directed to Conference USA to support the TicketCity Bowl Game and associated events at Fair Park on January 2, Estimated Revenue Foregone: $175,000 Police 8. Authorize adoption of the 82 nd Texas Legislature enacted Senate Bill 61 to adopt reasonable rules for juvenile case managers that adhere to a code of ethics, educational pre-service and in-service training standards - Financing: No cost consideration to the City 9. Authorize (1) the application for and acceptance of the Impaired Driving Mobilization Selective Traffic Enforcement Program, Overtime Enforcement grant in the amount of $99,984 from the Texas Department of Transportation for a statewide Driving While Intoxicated enforcement campaign to operate during various holiday periods for the period December 22, 2011 through September 3, 2012; (2) a City contribution of pension and Federal Insurance Contributions Act costs in the amount of $27,496 and indirect costs in the amount of $7,011; and (3) execution of the grant agreement - Total not to exceed $134,491 - Financing: Current Funds ($34,507) and Texas Department of Transportation Grant Funds ($99,984) Sanitation Services 10. A resolution postponing the enforcement of Ordinance No to February 13, Financing: This action requires no expenditure of City Funds 2

7 ADDITIONS: (Continued) ADDENDUM CITY COUNCIL MEETING DECEMBER 14, 2011 CONSENT ADDENDUM (Continued) Trinity Watershed Management 11. Authorize a contract with Oncor Electric Delivery Company to provide design and construction services on a secondary feed of electrical service to the new Pavaho Pump Station - Not to exceed $698,100 - Financing: 2006 Bond Funds 12. Authorize a contract with PAEE Corporation, lowest responsible bidder of nine, for the reconstruction of alley paving, storm drainage, and water and wastewater improvements between Marquette Street and Colgate Avenue from Durham Street to Boedeker Street - Not to exceed $304,226 - Financing: 2006 Bond Funds ($179,088), Water Utilities Capital Improvement Funds ($121,538) and Water Utilities Capital Construction Funds ($3,600) ITEMS FOR INDIVIDUAL CONSIDERATION DESIGNATED PUBLIC SUBSIDY MATTERS Economic Development 13. Authorize (1) the issuance of tax-exempt bonds by the Dallas Housing Finance Corporation, created by the City of Dallas in 1984, in a face amount not to exceed $5,000,000 in Multi-family Housing Mortgage Revenue Bonds Series 2011 to finance the new construction of 50 units of Permanent Supportive Housing by an entity to be created by Central Dallas Community Development Corporation; (2) a resolution in support of the Texas Department of Housing and Community Affairs (TDHCA) award of Low Income Housing Tax Credits for the new construction of the Cottages at Hickory Crossing development to be located at 1531 South Malcolm X Boulevard, pursuant to 49.8(2)(A-C) of the TDHCA s Qualified Allocation Plan; and (3) City Staff to apply for a grant to provide funding to furnish the 50 Permanent Supportive Housing units - Financing: No cost consideration to the City 3

8 ADDENDUM CITY COUNCIL MEETING DECEMBER 14, 2011 ADDITIONS: (Continued) ITEMS FOR INDIVIDUAL CONSIDERATION (Continued) DESIGNATED PUBLIC SUBSIDY MATTERS (Continued) Housing/Community Services 14. Authorize (1) an amendment to Resolution No , previously approved on October 10, 2007, which approved a $750,000 Community Development Block Grant Loan to Central Dallas Community Development Corporation for the CityWalk at Akard Project at 511 North Akard Street, to: (a) extend the terms of the loan to December 31, 2030 from December 31, 2029; and (b) require annual repayments based on available cash flow; and (2) an amendment to Resolution No , previously approved on May 28, 2008, which approved $1,500,000 Homeless Bond Fund Loan to Central Dallas Community Development Corporation for the CityWalk at Akard Project at 511 North Akard Street, to require annual repayments based on available cash flow - Financing: No cost consideration to the City PUBLIC HEARINGS AND RELATED ACTIONS Sustainable Development and Construction ZONING CASES - CONSENT 15. A public hearing to receive comments regarding an application for and an ordinance granting a Planned Development District for IR Industrial Research District uses on property zoned an IR Industrial Research District on the west corner of Maple Avenue and Butler Street Recommendation of Staff and CPC: Approval, subject to a conceptual plan and conditions Z (MW) DESIGNATED ZONING CASES - INDIVIDUAL 16. A public hearing to receive comments regarding an application for and an ordinance granting a Planned Development District for MC-1 Multiple Commercial District uses and general merchandise or food store of greater than 100,000 square feet on property zoned an MC-1 Multiple Commercial District on the west side of South R.L. Thornton Freeway, south of West Ledbetter Drive Recommendation of Staff and CPC: Approval, subject to a development plan, elevations and conditions Z (MG) 4

9 ADDENDUM CITY COUNCIL MEETING DECEMBER 14, 2011 ADDITIONS: (Continued) PUBLIC HEARINGS AND RELATED ACTIONS (Continued) MISCELLANEOUS HEARINGS - DESIGNATED PUBLIC SUBSIDY MATTERS Housing/Community Services 17. A public hearing to receive comments on the proposed City of Dallas submission of an application to the U.S. Department of Housing and Urban Development (HUD) for a Community Development Block Grant (CDBG) Section 108 Guarantee Loan Program loan in an amount not to exceed $4,800,000 for eligible activities, which may include acquisition, demolition of existing buildings, sitework and public improvements, relocation assistance, loan interest reserve and financing costs related to public offering to aid Chicory Court IX, LP, in the development of Champion Homes at Copperridge Multi-Family Residential Project for mixed-income families located at 5522 Maple Avenue including construction of 252 apartment units with 153 units deed restricted for 15 years for persons with incomes at 80% or less of Area Median Family Income as established by HUD - Financing: No cost consideration to the City 5

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11 ADDENDUM DATE December 14, 2011 ITEM IND # OK DEF DISTRICT TYPE DEPT. DOLLARS LOCAL MWBE DESCRIPTION Authorize the fourth amendment to the Jet Aviation Texas, Inc. lease to add approximately 39,536 square 1 14 C AVI REV $15,814 NA NA feet of unimproved land at Dallas Love Field 2 N/A C PBD, CIS $63,444, % 0.00% Authorize a seven-year service contract, with two two-year renewal options, for voice and data network services, network management, monitoring, maintenance, Information Technology security and related services 3 All C PBD, CON PBD, $120, NA NA Authorize a three-year master municipal lease agreement for the financing of personal property purchases 4 All C CIS, EBS $1,202, NA NA Authorize an acquisition contract for the purchase and installation of hardware and software to upgrade the existing fuel inventory management system 5 14 C PBD, PBW $800, NA NA Authorize a service contract for the purchase and installation of furniture for the Dallas Judicial Center located at 2014 Main Street 6 N/A C ATT $175, % 0.00% Authorize a professional services contract with the law firm of Gibson, Dunn & Crutcher LLP for legal services necessary to represent the City in the lawsuit styled National Solid Wastes Management Association, et al. v. City of Dallas, et al., Case No. CA-3:11-cv O 7 7 C PKR REV ($175,000) NA NA Authorize Supplemental Agreement No. 2 to the concession contract with Ed Campbell Concessions Company, Inc.; and Supplemental Agreement No. 1 to the concession contract with Ace Parking Management, Inc. to amend the contracts for the City's percentage of concession revenue for the TicketCity Bowl Game to be directed to Conference USA to support the TicketCity Bowl Game and associated events at Fair Park on January 2, All C POL NC NA NA Authorize adoption of the 82nd Texas Legislature enacted Senate Bill 61 to adopt reasonable rules for juvenile case managers that adhere to a code of ethics, educational pre-service and in-service training standards 9 All C POL $34, NA NA Authorize the application for and acceptance of the Impaired Driving Mobilization Selective Traffic Enforcement Program, Overtime Enforcement grant in the amount of $99,984 from the Texas Department of Transportation for a statewide Driving While Intoxicated enforcement campaign to operate during various holiday periods for the period December 22, 2011 through September 3, 2012; a City contribution of pension and Federal Insurance Contributions Act costs in the amount of $27,496, and indirect costs in the amount of $7,011; and execution of the grant agreement 10 All C SAN NC NA NA A resolution postponing the enforcement of Ordinance No to February 13, C TWM $698, NA NA Authorize a contract with Oncor Electric Delivery Company to provide design and construction services on a secondary feed of electrical service to the new Pavaho Pump Station C TWM, PBW $304, % 31.23% Authorize a contract with PAEE Corporation, lowest responsible bidder of nine, for the reconstruction of alley paving, storm drainage, and water and wastewater improvements between Marquette Street and Colgate Avenue from Durham Street to Boedeker Street 13 2 I ECO NC NA NA Authorize the issuance of tax-exempt bonds by the Dallas Housing Finance Corporation, created by the City of Dallas in 1984, in a face amount not to exceed $5,000,000 in Multi-family Housing Mortgage Revenue Bonds Series 2011 to finance the new construction of 50 units of Permanent Supportive Housing by an entity to be created by Central Dallas Community Development Corporation; a resolution in support of the Texas Department of Housing and Community Affairs (TDHCA) award of Low Income Housing Tax Credits for the new construction of the Cottages at Hickory Crossing development to be located at 1531 South Malcolm X Boulevard, pursuant to 49.8(2)(A-C) of the TDHCA s Qualified Allocation Plan; and City Staff to apply for a grant to provide funding to furnish the 50 Permanent Supportive Housing units Page 1

12 ADDENDUM DATE December 14, 2011 ITEM IND # OK DEF DISTRICT TYPE DEPT. DOLLARS LOCAL MWBE DESCRIPTION Authorize an amendment to Resolution No , previously approved on October 10, 2007, which approved a $750,000 Community Development Block Grant Loan to Central Dallas Community Development Corporation for the CityWalk at Akard Project at 511 North Akard Street to: extend the terms of the loan to December 31, 2030 from December 31, 2029; and require annual repayments based on available cash flow; and an amendment to Resolution No , previously approved on May 28, 2008, which approved $1,500,000 Homeless Bond Fund Loan to Central Dallas Community Development Corporation for the CityWalk at Akard Project at 511 North Akard Street to require annual repayments I HOU NC NA NA based on available cash flow A public hearing to receive comments regarding an application for and an ordinance granting a Planned Development District for IR Industrial Research District uses on property zoned an IR Industrial Research 15 2 PH DEV NC NA NA District on the west corner of Maple Avenue and Butler Street A public hearing to receive comments regarding an application for and an ordinance granting a Planned Development District for MC-1 Multiple Commercial District uses and general merchandise or food store of greater than 100,000 square feet on property zoned an MC-1 Multiple Commercial District on the west side 16 4 PH DEV NC NA NA of South R.L. Thornton Freeway, south of West Ledbetter Drive 17 2 PH HOU NC NA NA A public hearing to receive comments on the proposed City of Dallas submission of an application to the U.S. Department of Housing and Urban Development (HUD) for a Community Development Block Grant (CDBG) Section 108 Guarantee Loan Program loan in an amount not to exceed $4,800,000 for eligible activities, which may include acquisition, demolition of existing buildings, sitework and public improvements, relocation assistance, loan interest reserve and financing costs related to public offering to aid Chicory Court IX, LP, in the development of Champion Homes at Copperridge multi-family residential project for mixed-income families located at 5522 Maple Avenue including construction of 252 apartment units with 153 units deed restricted for 15 years for persons with incomes at 80% or less of Area Median Family Income as established by HUD TOTAL $66,779, Page 2

13 KEY FOCUS AREA: Economic Vibrancy ADDENDUM ITEM # 1 AGENDA DATE: December 14, 2011 COUNCIL DISTRICT(S): 14 DEPARTMENT: Aviation CMO: A. C. Gonzalez, MAPSCO: SUBJECT 34K Authorize the fourth amendment to the Jet Aviation Texas, Inc. lease to add approximately 39,536 square feet of unimproved land at Dallas Love Field - Estimated Annual Revenue: $15,814 BACKGROUND Jet Aviation Texas, Inc. (Jet Aviation) currently leases approximately 7.55 acres of land at Dallas Love Field. The primary term of the Lease expired on March 31, The Lease contains two ten-year options to extend the Lease, which Jet Aviation has properly exercised the first 10-year option to expire on March 31, The second ten-year option, if properly exercised, will extend the term of the Lease to March 31, Jet Aviation currently pays annual rent in the amount of $514,226 and has already met its $300,000 minimum capital improvement obligation by expending a total sum of $3,900,000 upon the leasehold premises since the execution date of the Lease agreement. Jet Aviation desires to add approximately 39,536 square feet of unimproved land to its existing lease at the current prevailing annual unimproved ground rent rate of $.40 per square foot. The annual increase in revenue will be approximately $15,814 for a combined total annual lease revenue of approximately $530,040. Jet Aviation agrees to expend no less than $550,000 in new capital improvement obligations on, and adjacent to, the lease premises, including new concrete aircraft parking ramp and relocation of a portion of the airport perimeter road.

14 BACKGROUND (Continued) Commencing upon the third anniversary of the effective date of the Fourth Amendment to Lease and every three years thereafter, the rental rate for the land added by the Fourth Amendment will be subject to increases based on the greater of (i) actual annual increases in the Consumer Price Index (CPI) over the previous three year period; (ii) 4%; or (iii) the prevailing rental rate for similar premises at Dallas Love Field, provided no escalation shall exceed 12% from the previous three-year period. Title to all permanent improvements constructed on the Leased Premises shall revert to the City of Dallas immediately upon completion of construction. The tract of land proposed to be added by the Fourth Amendment experiences restricted access and is only accessible from Jet Aviation's existing leased premises, or the airside of the airport property, and is, therefore, not independently developable. PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) On October 23, 2002, the City Council approved the Third Amendment by Resolution No On August 26, 1981, the City Council approved the Second Amendment by Resolution No On April 30, 1980, the City Council approved the First Amendment by Resolution No On August 2, 1978, the City Council approved the Original Lease by Resolution No FISCAL INFORMATION $15,814 - Estimated Annual Revenue OWNER Jet Aviation Texas, Inc., Terrence P. Kelley, President Agenda Date 12/14/ page 2

15 COUNCIL CHAMBER December 14, 2011 WHEREAS, on April 1, 1980, Aviation Properties, Inc. entered into a ground lease (the Lease ) of approximately 241,831 square feet of land, for aviation related purposes at Love Field authorized by the Dallas City Council on August 2, 1978 in Resolution No ; and, WHEREAS, the Lease has been amended three separate times which added approximately 87,082 square feet of additional land to the lease for the current total area of approximately 329,042 square feet; and, WHEREAS, Aviation Properties, Inc. has substantially exceeded their capital improvement obligation of $300,000 in improvements by spending $3,900,000 on the leasehold premises since the execution date of the Lease agreement; and, WHEREAS, the Lease was assigned to Jet Aviation Texas, Inc. ( Jet Aviation ) on September 20, 1999; and, WHEREAS, Jet Aviation desires to add approximately 39,536 square feet of unimproved land to the Lease at the current annual unimproved ground rent rate of $.40 per square foot for construction of additional aircraft ramp space to accommodate expansion of their aviation facility; and, WHEREAS, Jet Aviation agrees to, within one year from the effective date of the Fourth Amendment, expend no less than $550,000 in new capital improvements on, and adjacent to, the lease premises, including new concrete aircraft parking apron and relocation of a portion of the airport perimeter road; and, WHEREAS, it is in the best interest of the City and Jet Aviation to execute a Fourth Amendment to the Lease. Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the proposed Fourth Amendment, to that one certain lease with Jet Aviation Texas, Inc. at Dallas Love Field, providing annual rent of approximately $514,226, payable in monthly installments of approximately $42,852, is hereby approved and the City Manager is authorized to execute, on behalf of the City of Dallas, the Fourth Amendment to Lease after approval as to form by the City Attorney.

16 COUNCIL CHAMBER December 14, 2011 Section 2. That the Fourth Amendment to Lease evidence, among other things, the following terms and conditions: (a) (b) (c) (d) Add approximately 39,536 square feet of unimproved land at $0.40/sf/yr. The exact location and size of the tract of land is subject to a final survey and upon completion of such survey and acceptance by the Director of Aviation the annual rent, as provided for in Sections 1 and 2 herein, shall be adjusted accordingly. Jet Aviation agrees to, within one year from the effective date of the Fourth Amendment, expend no less than $550,000 in new capital improvements on, and adjacent to, the lease premises, including new concrete aircraft parking apron and relocation of a portion of the airport perimeter road. Commencing upon the third anniversary of the effective date of the Fourth Amendment to Lease and every three years thereafter, the rental rate for the land added by the Fourth Amendment will be subject to increases based on the greater of (i) actual annual increases in the Consumer Price Index (CPI) over the previous three year period; (ii) 4%; or (iii) the prevailing rental rate for similar premises at Love Field, provided no escalation shall exceed 12% from the previous three-year period. That title to all permanent improvements constructed on the Leased Premises shall revert to the City of Dallas immediately upon completion of construction. Section 3. That the City Controller be and is hereby authorized to deposit all revenues received under this Lease to: Aviation Operating Fund 0130; Agency AVI; Unit 7722; Revenue Source Section 4. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas and it is accordingly so resolved.

17 KEY FOCUS AREA: ADDENDUM ITEM # 2 Make Government More Efficient, Effective and Economical AGENDA DATE: December 14, 2011 COUNCIL DISTRICT(S): DEPARTMENT: N/A Business Development & Procurement Services Communication and Information Services CMO: Jeanne Chipperfield, Jill A. Jordan, P.E., MAPSCO: SUBJECT N/A Authorize a seven-year service contract, with two two-year renewal options, for voice and data network services, network management, monitoring, maintenance, Information Technology security and related services - AT&T Corp., single proposer - Not to exceed $63,444,708 - Financing: Current Funds (subject to annual appropriations) BACKGROUND This service contract will provide voice and data network services, network management, monitoring, maintenance, Information Technology security and related services. This agreement provides 24 hour network and security monitoring, on-site help desk, technical support and a network asset management and telecom billing system as well as local and long distance telephone service. The services offered by a city government are highly dependent on the telephone and data communication network to conduct business. A sample of some of the critical services that rely on this network include public safety computer aided dispatch, customer billing and payment services, 3-1-1, issuance of building permits, and the City s and Internet services. The network supports approximately 530 applications, 9,000 computer devices, and 7,600 telephones. The network transmits over three terabytes of data weekly, processes 22,000 local and long distance calls and 155,000 s on a daily basis. This City s network connects over 310 facilities.

18 BACKGROUND (Continued) An eight member committee from the following departments reviewed and evaluated the proposals: Park & Recreation Services (1) Dallas Police Department (1) Dallas Water Utilities (1) Communication and Information Services (3) Business Development & Procurement Services (2)* *Business Development and Procurement Services only evaluated the Business Inclusion and Development Plan and cost. The successful proposer was selected by the committee on the basis of the demonstrated competence and qualifications under the following criteria: Price/Value to the City 30% Capability, Credibility & Expertise of the Respondent 20% Functional and Technical Match to City Requirements 35% Business Inclusion & Development Plan 15% As part of the solicitation process and in an effort to increase competition, Business Development and Procurement Services (BDPS) used its procurement system to send out 130 bid notifications to vendors registered under respective commodities. To further increase competition, BDPS uses historical solicitation information, the internet, and vendor contact information obtained from user departments to contact additional vendors by phone. In an effort to secure more bids, notifications were sent by the BDPS ResourceLINK Team (RLT) to 25 chambers of commerce, the DFW Minority Business Council and the Women s Business Council Southwest, to ensure maximum vendor outreach. PRIOR ACTION/REVIEW (COUNCIL BOARDS, COMMISSIONS) On March 9, 2011, City Council authorized Supplemental Agreement No. 2 to increase the existing managed service agreement for telecommunications service including voice (dial tone) and data network services, network management, monitoring, maintenance, perimeter security, and related services; and extended the term of the contract for eight months by Resolution No On August 27, 2008, City Council authorized Supplemental Agreement No. 1 to increase in the existing managed service agreement for communication infrastructure, data network hardware and software to replace end of life equipment which is no longer supported by the vendor by Resolution No Agenda Date 12/14/ page 2

19 FISCAL INFORMATION $63,444, Current Funds (subject to annual appropriations) M/WBE INFORMATION 28 - Vendors contacted 28 - No Responses 0 - Response (Proposals) 0 - Response (No Proposals) 0 - Successful M/WBE and Non-M/WBE vendors were contacted The recommended awardee has fulfilled the good faith requirements set forth in the Business Inclusion and Development (BID) Plan adopted by Council Resolution No as amended. ETHNIC COMPOSITION AT&T Corp. White Male 4,789 White Female 2,658 Black Male 1,366 Black Female 2,245 Hispanic Male 483 Hispanic Female 694 Other Male 588 Other Female 299 PROPOSAL INFORMATION The following proposals were received from solicitation number BHZ1125 and opened on October 27, This service contract is being awarded in its entirety to the single proposer. Proposers Address Score AT&T Corp. 208 S. Akard 91 6th Flr. Room A Dallas, TX Note: The single proposer review package was submitted to the City Auditor s Office and is pending final review. OWNER AT&T Corp. Randall Stephenson, Chairman Agenda Date 12/14/ page 3

20 BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize a seven-year service contract, with two two-year renewal options, for voice and data network services, network management, monitoring, maintenance, Information Technology security and related services - AT&T Corp., single proposer - Not to exceed $63,444,708 - Financing: Current Funds (subject to annual appropriations) AT&T Corp. is a local, non-minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use the following sub-contractors. PROJECT CATEGORY: Other Services LOCAL/NON-LOCAL CONTRACT SUMMARY Amount Percent Total local contracts $63,444, % Total non-local contracts $ % TOTAL CONTRACT $63,444, % LOCAL/NON-LOCAL M/WBE PARTICIPATION Local Contractors / Sub-Contractors Local Certification Amount Percent SpinSci Technologies, LLC Orion Communications, Inc. WF Y0312 WFDB50638Y0912 $5,830, $5,018, % 7.91% Total Minority - Local $10,849, % Non-Local Contractors / Sub-Contractors None TOTAL M/WBE CONTRACT PARTICIPATION Local Percent Local & Non-Local Percent African American $ % $ % Hispanic American $ % $ % Asian American $ % $ % Native American $ % $ % WBE $10,849, % $10,849, % Total $10,849, % $10,849, %

21 COUNCIL CHAMBER December 14, 2011 WHEREAS, on August 27, 2008, City Council authorized Supplemental Agreement No. 1 to increase in the existing managed service agreement for communication infrastructure, data network hardware and software to replace end of life equipment which is no longer supported by the vendor; and, WHEREAS, on March 8, 2011, City Council authorized Supplemental Agreement No. 2 to increase the existing managed service agreement for telecommunications service including voice (dial tone) and data network services, network management, monitoring, maintenance, perimeter security, and related services; and extend the term of the contract for eight months; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the City Manager is authorized to execute a service contract with AT&T Corp. (502484) for voice and data network services, network management, monitoring, maintenance, Information Technology security and related services for a term of seven years, with two two-year renewal options, in an amount not to exceed $63,444,708.00, upon approval as to form by the City Attorney. If the service was bid or proposed on an as needed, unit price basis for performance of specified tasks, payment to AT&T Corp. shall be based only on the amount of the services directed to be performed by the City and properly performed by AT&T Corp. under the contract. Section 2. That the City Controller is authorized to disburse funds from the following appropriations in an amount not to exceed $63,444, (subject to annual appropriations): FUND DEPT UNIT OBJ AMOUNT FY ENCUMBRANCE 0198 DSV $ 826, DSV12ATTMGD 0198 DSV $1,928, DSV12ATTMGD 0198 DSV $4,072, DSV12ATTMGD 0198 DSV $ 575, DSV12ATTMGD 0198 DSV $ 600, DSV12ATTMGD 0198 DSV $ 991, DSV13ATTMGD 0198 DSV $2,314, DSV13ATTMGD 0198 DSV $4,886, DSV13ATTMGD 0198 DSV $ 720, DSV13ATTMGD 0198 DSV $ 72, DSV13ATTMGD 0198 DSV $ 991, DSV14ATTMGD 0198 DSV $2,314, DSV14ATTMGD 0198 DSV $4,886, DSV14ATTMGD 0198 DSV $ 720, DSV14ATTMGD 0198 DSV $ 75, DSV14ATTMGD December 14, 2011

22 COUNCIL CHAMBER Section 2. Continued FUND DEPT UNIT OBJ AMOUNT FY ENCUMBRANCE 0198 DSV $ 991, DSV15ATTMGD 0198 DSV $2,314, DSV15ATTMGD 0198 DSV $4,886, DSV15ATTMGD 0198 DSV $ 720, DSV15ATTMGD 0198 DSV $ 78, DSV15ATTMGD 0198 DSV $ 991, DSV16ATTMGD 0198 DSV $2,314, DSV16ATTMGD 0198 DSV $4,886, DSV16ATTMGD 0198 DSV $ 720, DSV16ATTMGD 0198 DSV $ 81, DSV16ATTMGD 0198 DSV $ 991, DSV17ATTMGD 0198 DSV $2,314, DSV17ATTMGD 0198 DSV $4,886, DSV17ATTMGD 0198 DSV $ 720, DSV17ATTMGD 0198 DSV $ 84, DSV17ATTMGD 0198 DSV $ 991, DSV18ATTMGD 0198 DSV $2,314, DSV18ATTMGD 0198 DSV $4,886, DSV18ATTMGD 0198 DSV $ 720, DSV18ATTMGD 0198 DSV $ 88, DSV18ATTMGD 0198 DSV $ 165, DSV19ATTMGD 0198 DSV $ 385, DSV19ATTMGD 0198 DSV $ 814, DSV19ATTMGD 0198 DSV $ 120, DSV19ATTMGD Section 3. That the City Manager is authorized to extend the existing agreement on a month to month basis if necessary until the final terms and conditions of the new contract are agreed upon by the City and the Vendor and approved as to form by the City Attorney. Section 4. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas and it is accordingly so resolved.

23 KEY FOCUS AREA: ADDENDUM ITEM # 3 Make Government More Efficient, Effective and Economical AGENDA DATE: December 14, 2011 COUNCIL DISTRICT(S): DEPARTMENT: All Business Development & Procurement Services City Controller CMO: Jeanne Chipperfield, MAPSCO: SUBJECT N/A Authorize a three-year master municipal lease agreement for the financing of personal property purchases Banc of America Public Capital Corp, most advantageous proposer of five Not to exceed $120,000 ($60,000 upfront legal costs plus annual legal fees of $20,000) - Financing: Current Funds (subject to appropriations) BACKGROUND This agreement will authorize a master municipal lease agreement program to provide financing for equipment purchases. The use of a tax-exempt master lease line of credit permits more cost efficient use of financing as funds are borrowed to closely match the amount and timing of the payment for equipment. Interest rates are comparable to tax-exempt short-term note issuance. The initial and annual costs of the program are less than other types of debt issuance, such as tax-exempt commercial paper. There are no fees for financial advisory, rating agency, paying agent, or liquidity facility services since the master lease is considered a private placement. The only expense associated with the program is for legal services, such as reviewing the master lease agreement and issuing an opinion that the lease is a tax-exempt obligation. The FY approved budget includes purchases of the following items, which are to be financed using the master lease line program: Sanitation Collection and Landfill vehicles Fire Apparatus Including but not limited to Fire Engines and Aerial Trucks General Purpose Fleet Including but not limited to light, medium, and heavy duty vehicles Information Technology Including but not limited to items associated with city fleet management, city equipment fuel management, computer aided dispatch, and public safety

24 BACKGROUND (Continued) Legal services associated with the establishment of the master municipal lease agreement program to provide financing for personal property purchases will be provided by Vinson & Elkins LLP. The legal fees associated with the establishment of the master municipal lease agreement program include an initial payment of $60, and $5, per quarter if the draw exceeds $5,000, A seven member evaluation committee was selected from the following departments: City Controller (1) Office of Financial Services (1) Sanitation Services (1) Fire Department (1) Communication and Information Services (1) Business Development and Procurement Services (2) *Business Development and Procurement Services evaluated the cost and the Business Inclusion and Development Plan. The proposer s responses were evaluated based on the following criteria: Fees 30% Demonstrated understanding of city's needs 20% Experience and reputation of firm 20% Qualifications, time commitments, and availability 15% Business inclusion and development plan 15% As part of the solicitation process and in an effort to increase competition, Business Development and Procurement Services (BDPS) used its procurement system to send out 505 bid notifications to vendors registered under respective commodities. To further increase competition, BDPS uses historical solicitation information, the internet, and vendor contact information obtained from user departments to contact additional vendors by phone. Additionally, in an effort to secure more bids, notifications were sent by the BDPS ResourceLINK Team (RLT) to 25 chambers of commerce, the DFW Minority Business Council and the Women s Business Council Southwest, to ensure maximum vendor outreach. PRIOR ACTION/REVIEW (COUNCIL BOARDS, COMMISSIONS) On December 5, 2011, the Budget, Finance and Audit Council Committee was briefed on the selected vendor for the master lease program. Agenda Date 12/14/ page 2

25 FISCAL INFORMATION $120,000 ($60,000 upfront legal costs plus annual legal fees of $20,000) Current Funds (subject to appropriations) M/WBE INFORMATION Vendors contacted No response 0 - Response (Bid) 0 - Response (No bid) 0 - Successful M/WBE and Non-M/WBE vendors were contacted The recommended awardee has fulfilled the good faith requirements set forth in the Business Inclusion and Development (BID) Plan adopted by Council Resolution No as amended. ETHNIC COMPOSITION Banc of America Public Capital Corp White Male 1034 White Female 1127 Black Male 216 Black Female 898 Hispanic Male 244 Hispanic Female 591 Other Male 143 Other Female 169 PROPOSAL INFORMATION The following proposals were received from solicitation number BSZ1121 and were opened on September 15, This contract is being awarded in its entirety to the most advantageous proposer. *Denotes successful proposer Proposer Address Score *Banc of America Public TX Capital Corp. 901 Main Street 11th Floor Dallas, TX JPMorgan Chase Bank, 2200 Ross Avenue 76.8 N.A. 8th Floor Dallas, TX Agenda Date 12/14/ page 3

26 PROPOSAL INFORMATION (Continued) Proposer Address Score SunTrust Equipment 300 East Joppa Road 69.8 Finance & Leasing Corp. Suite 700 Towson, MD Carlyle Capital Markets, Preston Road 61.3 Inc. Suite 510 Dallas, TX Pinnacle Public Finance, 8377 East Hartford Drive 59.3 Inc. Suite 115 Scottsdale, AZ 8255 Capital One, N.A Fallsburg Road Non-responsive Newark, OH **Capital One Bank was deemed non-responsive due to not submitting a complete proposal response. OWNER Banc of America Public Capital Corp. Brian T. Moynihan, Chief Executive Officer David C. Darnell, Co-Chief Operating Officer Gary G. Lynch, Global Chief of Legal and Compliance Bruce R. Thompson, Chief Financial Officer Agenda Date 12/14/ page 4

27 COUNCIL CHAMBER December 14, 2011 RESOLUTION AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF A MASTER MUNICIPAL LEASE AGREEMENT AND AUTHORIZING AND APPROVING OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, CITY OF DALLAS ( Lessee ) proposes to enter into a MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT (the Master Lease ) with BANC OF AMERICA PUBLIC CAPITAL CORP, as lessor ( Lessor ), and proposes to enter into various Schedules A thereunder to enable Lessee to finance the lease/purchase acquisition of equipment for the City s authorized needs and purposes (the Equipment ), with the intent that the interest portion of the Rental Payments (as defined in the Master Lease) therefore be excluded from gross income for federal income tax purposes and, as security for such Rental Payments, Lessee agrees to grant a first lien security interest in the Equipment to Lessor, and to make payments, as set forth in each Schedule A (as defined in the Master Lease) executed and delivered pursuant to the Master Lease, sufficient to pay both the principal and interest portion of the Rental Payments under the Master Lease and each Schedule A. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. The City Council agrees to enter into the Master Lease and each Schedule A pursuant to the Master Lease in order to finance the lease/purchase acquisition of the Equipment on terms to be determined in accordance with the provisions of the Master Lease and, in order to secure the Master Lease and each Schedule A delivered pursuant thereto, to grant a first lien security interest in the Equipment, in accordance with the Master Lease and each such Schedule A. Section 2. That any one or more of the Authorized Officers of Lessee (as defined in the Master Lease), and each of them, is hereby authorized to execute, acknowledge and deliver in the name and on behalf of Lessee to Lessor the Master Lease and each Schedule A to the Master Lease including all attachments, financing statements and schedules thereto, such Master Lease and each Schedule A to be in substantially the forms attached hereto with such changes as necessary to reflect the specific Equipment to be financed and financing terms applicable to each Schedule A and such other changes as the signing officer shall determine to be advisable. Further, said Authorized Officers are authorized to execute, acknowledge and deliver in the name and on behalf of Lessee any other agreement, instrument, certificate, representation and document, and to take any other action as may be advisable, convenient or necessary to enter into such Master Lease and each Schedule A; the execution thereof by any such Authorized Officer shall be conclusive as to such determination.

28 COUNCIL CHAMBER December 14, 2011 Section 3. That for the lease/purchase acquisition of Equipment designated by the City Council for financing pursuant to the Master Lease, there is hereby authorized the continuing execution and delivery by the Authorized Officers or any one of them in the name of and on behalf of Lessee Schedules A and attachments in substantially the forms required by the Master Lease with such changes as the signing officer shall determine advisable, and the execution thereof shall be conclusive as to such determination. Section 4. The Authorized Officers shall be authorized to make replacements or otherwise substitute other similar equipment for any of the items so described or incorporated in a Schedule A if necessary due to inability of the vendor to deliver an item of equipment, so long as such substitution of any item of equipment does not frustrate the purpose of Lessee for which the Equipment is being leased or result in an increase in the amount required to be paid by Lessee for the Equipment pursuant to the terms of the applicable Schedule A. Section 5. That the City Manager is authorized to execute a master municipal lease agreement with Banc of America Public Capital Corp. (VS ) for the financing of personal property purchases for a term of three years, upon approval as to form by the City Attorney. If the service was bid or proposed on an as needed, unit price basis for performance of specified tasks, payment to Banc of America Public Capital Corp shall be based only on the amount of the services directed to be performed by the City and properly performed by Banc of America Public Capital Corp under the contract. Section 6. That the City Controller is authorized to disburse funds to Banc of America Public Capital Corp for principle and interest payments for the master municipal lease agreement program for the financing of personal property purchases. Section 7. That the City Controller is hereby authorized to disburse funds for upfront legal costs, in an amount not to exceed $60,000, and annual legal fees in an amount not to exceed $20,000 (subject to annual appropriations) to Vinson & Elkins LLP (341246) from Fund 0001, Department BMS, Unit 1987, Object Code Section 8. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas and it is accordingly so resolved.

29 KEY FOCUS AREA: ADDENDUM ITEM # 4 Make Government More Efficient, Effective and Economical AGENDA DATE: December 14, 2011 COUNCIL DISTRICT(S): DEPARTMENT: All Business Development & Procurement Services Communication and Information Services Equipment & Building Services CMO: Jeanne Chipperfield, Jill A. Jordan, P.E., Forest E. Turner, MAPSCO: SUBJECT N/A Authorize an acquisition contract for the purchase and installation of hardware and software to upgrade the existing fuel inventory management system - Asset Works, Inc., through the General Services Administration - Not to exceed $1,202,491 - Financing: Municipal Lease Agreement Funds BACKGROUND This purchase will provide hardware, software and related installation services required to upgrade the existing fuel inventory management system. The City currently has a fuel inventory management system that has reached its end of life and is no longer supported by the manufacturer under the current configuration. Therefore an upgrade to the system is required. This upgrade will provide the City with a hosted, web-based program offering enhanced internal controls of the City s fuel inventory and greater flexibility in reporting capabilities. In addition, this contract includes the installation of a radio-frequency identification (RFID) system to replace obsolete technology currently used to activate eight fuel islands maintained by the Equipment and Building Services Department (EBS) for use by all City vehicles. This contract also installs the necessary RFID tags on 2,200 City vehicles.

30 PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) On December 5, 2011, the Budget, Finance and Audit Council Committee was briefed on the purchase and installation of hardware and software to upgrade the existing fuel inventory management system. FISCAL INFORMATION $1,202, Municipal Lease Agreement Funds ETHNIC COMPOSITION Asset Works, Inc. White Male 124 White Female 39 Black Male 5 Black Female 0 Hispanic Male 4 Hispanic Female 1 Other Male 4 Other Female 8 OWNER Asset Works, Inc. John H. Hines, III, President David Pena, Vice President Gordon Smith, Vice President Agenda Date 12/14/ page 2

31 COUNCIL CHAMBER BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: December 14, 2011 Section 1. That the City Manager is authorized to execute an acquisition contract with Asset Works, Inc. (243388) through the General Services Administration for the purchase and installation of hardware and software to allow for the upgrade of the existing fuel inventory management system not to exceed $1,202,491.00, upon approval as to form by the City Attorney. If the service was bid or proposed on an as needed, unit price basis for performance of specified tasks, payment to Asset Works, Inc. shall be based only on the amount of the services directed to be performed by the City and properly performed by Asset Works, Inc. under the contract. Section 2. That the City Controller is authorized to disburse funds from the following appropriations in an amount not to exceed $1,202, (subject to annual appropriations): FUND DEPT UNIT OBJ AMOUNT FY ENCUMBRANCE ML12 EBS E $1,163, DSV12M5UPGD ML12 EBS E $ 38, DSV12M5UPGD Section 3. That in order to reimburse and finance the lease/purchase acquisition of the equipment described herein over a period not to exceed the estimated useful life (5 years) thereof, any Authorized Officer of the City designated in the Master Equipment Lease/Purchase Agreement (the "Master Lease") between Banc of America Public Capital Corp and the City is hereby authorized and directed to execute, acknowledge and deliver a Schedule A (as defined in the Master Lease) pertaining to such equipment including all attachments, financing statements and schedules thereto, in substantially the form attached to the Master Lease, with such changes as the signing officer shall determine to be advisable. Each Authorized Officer of the City is also authorized to execute, acknowledge and deliver any other agreement, instrument, certificate, representation and document, and to take any other action as may be advisable, convenient or necessary to enter into such Schedule A. The financing terms for such equipment, to be determined pursuant to the provisions of the Master Lease and reflected in such Schedule A, and the granting of a security interest in the financed equipment pursuant to the Master Lease, are hereby approved. Section 4. That 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.

32

33 KEY FOCUS AREA: Economic Vibrancy Education Enhancements ADDENDUM ITEM # 5 AGENDA DATE: December 14, 2011 COUNCIL DISTRICT(S): 14 DEPARTMENT: Business Development & Procurement Services Public Works Department CMO: Jeanne Chipperfield, Jill A. Jordan, P.E., MAPSCO: SUBJECT 45L Authorize a service contract for the purchase and installation of furniture for the Dallas Judicial Center located at 2014 Main Street - WRG LLC. through the U.S. Communities Government Purchasing Alliance - Not to exceed $800,000 - Financing: 2006 Bond Funds BACKGROUND This purchase is for furniture for the third and fourth floors of the Dallas Judicial Center. The Municipal Building Annex, located at 2014 Main Street, is currently being renovated into the Dallas Judicial Center. When completed, this facility will house Court and Detention Services, including administration, public transaction counter, bonds and correspondence, records, attorneys, accounting, twelve courtrooms and associated judicial administration. Phase I of construction, which includes the third and fourth floors, is scheduled to be completed and ready for occupancy in February Phase II includes portions of the first and second floors, and is scheduled to be completed and ready for occupancy in June Phase III, the last phase of construction, includes the remaining portions of the first and second floors, and is scheduled to be completed and ready for occupancy in October U.S. Communities Government Purchasing Alliance conforms to the requirements of Texas statutes that are applicable for competitive bids and proposals, in accordance with the Interlocal Cooperation Act, Chapter 791, Texas Government Code. In addition, they receive bids from manufacturers and dealers throughout the United States. ESTIMATED SCHEDULE OF PROJECT Begin Installation February 2012 Complete Installation October 2012

34 PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) This item has no prior action. FISCAL INFORMATION $800, Bond Funds ETHNIC COMPOSITION WRG LLC. White Male 17 White Female 29 Black Male 4 Black Female 0 Hispanic Male 4 Hispanic Female 1 Other Male 2 Other Female 3 OWNER WRG LLC. Mark Bauer, President Lori Bauer, Chief Executive Officer Charlie Palmisano, Chief Financial Officer Agenda Date 12/14/ page 2

35 Dallas Judicial Center 2014 Main Street Mapsco 45L -==- ~~~~O.25 ~Mi OMi O.13M i 5 : 1 : 8166 I

36

37 COUNCIL CHAMBER BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: December 14, 2011 Section 1. That the City Manager is authorized to execute a service contract with WRG LLC. (VC ) through the U.S. Communities Government Purchasing Alliance for the purchase and installation of furniture for the Dallas Judicial Center located at 2014 Main Street in an amount not to exceed $800,000.00, upon approval as to form by the City Attorney. If the service was bid or proposed on an as needed, unit price basis for performance of specified tasks, payment to WRG LLC. shall be based only on the amount of the services directed to be performed by the City and properly performed by WRG LLC. under the contract. Section 2. That the City Controller is authorized to disburse funds from the following appropriation in an amount not to exceed $800, Fund Dept Unit Obj Amount FY Program No. Encumbrance 1T60 PBW P $800, DC102 PBW06P451C1 Section 4. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas and it is accordingly so resolved.

38

39 KEY FOCUS AREA: Economic Vibrancy ADDENDUM ITEM # 6 AGENDA DATE: December 14, 2011 COUNCIL DISTRICT(S): DEPARTMENT: N/A City Attorney's Office CMO: Thomas P. Perkins, Jr., MAPSCO: SUBJECT N/A Authorize a professional services contract with the law firm of Gibson, Dunn & Crutcher LLP for legal services necessary to represent the City in the lawsuit styled National Solid Wastes Management Association, et al. v. City of Dallas, et al., Case No. CA-3:11-cv O - Not to exceed $175,000 - Financing: Current Funds BACKGROUND Legal services are necessary in the lawsuit styled National Solid Wastes Management Association, et al. v. City of Dallas, et al., Case No. CA-3:11-cv O. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) Council was briefed in Closed Session on December 7, FISCAL INFORMATION $175, Current Funds M/WBE INFORMATION The recommended awardee has fulfilled the good faith requirements set forth in the Business Inclusion and Development (BID) Plan adopted by Resolution No , as amended. OWNER Gibson, Dunn & Crutcher LLP Rob Walters, Partner

40 BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize a professional services contract with the law firm of Gibson, Dunn & Crutcher LLP for legal services necessary to represent the City in the lawsuit styled National Solid Wastes Management Association, et al. v. City of Dallas, et al., Case No. CA-3:11-cv O - Not to exceed $175,000 - Financing: Current Funds Gibson, Dunn & Crutcher LLP is a local, non-minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use their own workforce. PROJECT CATEGORY: Professional Services LOCAL/NON-LOCAL CONTRACT SUMMARY Amount Percent Total local contracts $175, % Total non-local contracts $ % TOTAL CONTRACT $175, % LOCAL/NON-LOCAL M/WBE PARTICIPATION Local Contractors / Sub-Contractors None Non-Local Contractors / Sub-Contractors None TOTAL M/WBE CONTRACT PARTICIPATION Local Percent Local & Non-Local Percent African American $ % $ % Hispanic American $ % $ % Asian American $ % $ % Native American $ % $ % WBE $ % $ % Total $ % $ %

41 COUNCIL CHAMBER December 14, 2011 WHEREAS, the City of Dallas is involved in a lawsuit styled National Solid Wastes Management Association, et al. v. City of Dallas, et al., Case No. CA-3:11-cv O; and, WHEREAS, the legal services of Gibson, Dunn & Crutcher LLP are necessary in this matter; Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That following approval as to form by the City Attorney, the City Manager is hereby authorized to enter into a contract with Gibson, Dunn & Crutcher LLP for legal services in an amount not to exceed $175, Section 2. That the City Controller is authorized to disburse, in periodic payments to Gibson, Dunn & Crutcher LLP an amount not to exceed $175, from Fund 0192, Department ORM, Unit 3890, Obj. 3070, Encumbrance No. ATT389011J217, Vendor No. VC 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.

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43 KEY FOCUS AREA: Economic Vibrancy ADDENDUM ITEM # 7 AGENDA DATE: December 14, 2011 COUNCIL DISTRICT(S): 7 DEPARTMENT: Park & Recreation CMO: Paul D. Dyer, MAPSCO: SUBJECT 45Q Authorize (1) Supplemental Agreement No. 2 to the concession contract with Ed Campbell Concessions Company, Inc.; and (2) Supplemental Agreement No. 1 to the concession contract with Ace Parking Management, Inc. to amend the contracts for the City's percentage of concession revenue for the TicketCity Bowl Game to be directed to Conference USA to support the TicketCity Bowl Game and associated events at Fair Park on January 2, Estimated Revenue Foregone: $175,000 BACKGROUND The second annual TicketCity Bowl is a football bowl game to be played at the Cotton Bowl Stadium on January 2, 2012 between a Big Ten (The Pennsylvania State University) and Conference USA (University of Houston) collegiate football team. For the 2012 game, the City will enter into a lease agreement for the Cotton Bowl with Conference USA. The City desires to provide an economic incentive in the form of concession revenue to Conference USA in exchange for holding the game in Dallas. The purpose of providing indirect funding for this game is to promote within the City of Dallas, and particularly within the South Dallas/Fair Park area, (1) development and diversification of the economy, (2) elimination of unemployment and underemployment, and (3) development and expansion of commerce. The City will execute Supplemental Agreement No. 2 with Ed Campbell Concessions Company, Inc. to direct the City s portion of food and beverage revenues (40.1%) to be paid directly to Conference USA and Supplemental Agreement No. 1 with Ace Parking Management, Inc. to direct the City s portion of parking revenues (58.5%) derived from the 2012 TicketCity Bowl game to be paid directly to Conference USA. Based on an estimated 40,000 attendees, parking and food and beverage revenues are projected to be $175,000. The stadium seating capacity is 89,500.

44 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) An economic incentive grant to support the TicketCity Bowl Game was approved by City Council on April 7, 2010 by Resolution No The City Council Economic Development Committee was briefed on December 5, FISCAL INFORMATION Estimated Revenue Foregone: $175,000 Agenda Date 12/14/ page 2

45 COUNCIL CHAMBER December 14, 2011 WHEREAS, the City of Dallas supported the efforts to bring a new bowl game to the Cotton Bowl Stadium on January 1, 2011, the inaugural TicketCity Bowl, by providing facilities, personnel and services to promote local economic development and to stimulate business and commercial activity in the City of Dallas, and more particularly within the South Dallas/Fair Park area; and WHEREAS, in furtherance of these programs, and as an additional program, and to promote within the City of Dallas, and particularly within the South Dallas/Fair Park area, (1) development and diversification of the economy; (2) elimination of unemployment and underemployment; and (3) development and expansion of commerce; and WHEREAS, holding the game at the Cotton Bowl Stadium, along with the advertising broadcasting, news media, and promotion activities related to the TicketCity Bowl, will attract tourists to the City and Fair Park, increase business opportunities throughout the City, and portray the City nationally in a positive fashion; and WHEREAS, the City will hold the second annual TicketCity Bowl on January 2, 2012 at the Cotton Bowl Stadium and desires to support the Bowl game by amending the food and beverage concession contract with Ed Campbell Concessions Company, Inc. and the parking management concession contract with Ace Parking Management, Inc. and directing the City s portion of those revenues directly to Conference USA; Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: SECTION 1. That (1) the concessions agreement with Ed Campbell Concessions Company, Inc. be amended to direct the City s portion of food and beverage revenues derived from the 2012 TicketCity Bowl Game at the Cotton Bowl (40.1%) be paid directly to Conference USA; (2) the parking concessions agreement with Ace Parking Management, Inc. and the City s portion of parking revenues (58.5%) derived from the 2012 TicketCity Bowl Game at the Cotton Bowl be paid directly to Conference USA; and (3) that the City Manager is hereby authorized to amend the agreements, following approval as to form by the City Attorney, and execute Supplemental Agreements. SECTION 2. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas, and it is accordingly so resolved.

46

47 KEY FOCUS AREA: ADDENDUM ITEM # 8 Public Safety Improvements and Crime Reduction AGENDA DATE: December 14, 2011 COUNCIL DISTRICT(S): DEPARTMENT: All Police CMO: A. C. Gonzalez, MAPSCO: SUBJECT N/A Authorize adoption of the 82 nd Texas Legislature enacted Senate Bill 61 to adopt reasonable rules for juvenile case managers that adhere to a code of ethics, educational pre-service and in-service training standards - Financing: No cost consideration to the City BACKGROUND Since 1974, the Dallas Police Department has utilized the First Offender Program to help young people and their parents better deal with problems to prevent future trouble and/or arrest. The goal of the program is to divert juvenile first offenders (Class A and Class B misdemeanors, and State Jail Felonies) from the juvenile justice system and to reduce repeat offenders. As of 2009, the salaries and benefits of the juvenile case managers are paid for by a Municipal Court Fund. Therefore in 2009, the First Offender Program Caseworkers took on additional responsibilities for the Municipal Courts to: (1) screen and assess juveniles who have been charged with violation of State statutes, Class C misdemeanors, and City Ordinance offenses for the Court; and (2) provide training classes for the youth and their parents. PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) The Public Safety Committee was briefed on November 28, FISCAL INFORMATION No cost consideration to the City

48

49 COUNCIL CHAMBER December 14, 2011 WHEREAS, the City has, pursuant to Texas Code of Criminal Procedure , authorized a juvenile case manager fund supported by additional costs assessed and collected in municipal court; and WHEREAS, the City has, pursuant to Texas Code of Criminal Procedure , employed a juvenile case manager to provide services in cases involving juvenile offenders before the court; and WHEREAS, the 82 nd Texas Legislature enacted Senate Bill 61, which requires a governing body employing a juvenile case manager to adopt reasonable rules for juvenile case managers that provide for a code of ethics, educational pre-service and in-service training standards, and training in relevant substantive areas; and WHEREAS, the City wishes to ensure that its juvenile case managers receive the requisite training and are held to the highest ethical standards; Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. The City of Dallas will adopt the 82 nd Texas Legislature enacted Senate Bill 61, to adopt reasonable rules for juvenile case managers that adhere to a code of ethics, educational pre-service and in-service training standards. Section 2. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas and it is accordingly so resolved.

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51 KEY FOCUS AREA: ADDENDUM ITEM # 9 Public Safety Improvements and Crime Reduction AGENDA DATE: December 14, 2011 COUNCIL DISTRICT(S): DEPARTMENT: All Police CMO: A. C. Gonzalez, MAPSCO: SUBJECT N/A Authorize (1) the application for and acceptance of the Impaired Driving Mobilization Selective Traffic Enforcement Program, Overtime Enforcement grant in the amount of $99,984 from the Texas Department of Transportation for a statewide Driving While Intoxicated enforcement campaign to operate during various holiday periods for the period December 22, 2011 through September 3, 2012; (2) a City contribution of pension and Federal Insurance Contributions Act costs in the amount of $27,496, and indirect costs in the amount of $7,011; and (3) execution of the grant agreement - Total not to exceed $134,491 - Financing: Current Funds ($34,507) and Texas Department of Transportation Grant Funds ($99,984) BACKGROUND Impaired Driver Mobility grant provides for the reimbursement of overtime salaries paid to officers enforcing Driving while Intoxicated and driving under the Influence laws at targeted locations throughout the City of Dallas. This grant is one of the Wave grants from TXDOT that are part of the national traffic safety plan and are awarded to TXDOT grant recipients. The grant is for the increased enforcement of DWI/DUI laws during the following periods: December 22, 2011-January 2, 2012, March 10-18, 2012, June 23-July 5, 2012, and August 17-September 3, The Traffic Section of the Field Services Division is requesting this item. The grant award is for a one year period for fiscal year The total amount is $99,984 with a match of $34,507 (Pension and Indirect costs). The match breakdown is In-kind Contribution (Pension) $ 27,496 and Indirect costs are $7,011 will meet the requirements for the match. The effective dates of the grant are listed above.

52 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) Authorized an application for and acceptance of the Impaired Driving Mobilization Selective Traffic Enforcement Program, Overtime Enforcement grant from the Texas Department of Transportation on June 25, 2003 by Resolution No Authorized an application for and acceptance of the Impaired Driving Mobilization Selective Traffic Enforcement Program, Overtime Enforcement grant from the Texas Department of Transportation on November 12, 2003 by Resolution No Authorized an application for and acceptance of the Impaired Driving Mobilization Selective Traffic Enforcement Program, Overtime Enforcement grant from the Texas Department of Transportation on June 23, 2004 by Resolution No Authorized an application for and acceptance of the Impaired Driving Mobilization Selective Traffic Enforcement Program, Overtime Enforcement grant from the Texas Department of Transportation on August 10, 2005 by Resolution No Authorized an application for and acceptance of the Impaired Driving Mobilization Selective Traffic Enforcement Program, Overtime Enforcement grant from the Texas Department of Transportation on August 9, 2006 by Resolution No Authorized an application for and acceptance of the Impaired Driving Mobilization Selective Traffic Enforcement Program, Overtime Enforcement grant from the Texas Department of Transportation on December 13, 2006 by Resolution No Authorized an application for and acceptance of the Impaired Driving Mobilization Selective Traffic Enforcement Program, Overtime Enforcement grant from the Texas Department of Transportation on December 12, 2007 by Resolution No Authorized an application for and acceptance of the Impaired Driving Mobilization Selective Traffic Enforcement Program, Overtime Enforcement grant from the Texas Department of Transportation on December 10, 2008, by Resolution No Authorized an application for and acceptance of the Impaired Driving Mobilization Selective Traffic Enforcement Program, Overtime Enforcement grant from the Texas Department of Transportation on December 9, 2009, by Resolution No Authorized an application for and acceptance of the Impaired Driving Mobilization Selective Traffic Enforcement Program, Overtime Enforcement grant from the Texas Department of Transportation on December 8, 2010, by Resolution No Agenda Date 12/14/ page 2

53 FISCAL INFORMATION $ 99,984 Texas Department of Transportation Grant Funds $ 34,507 - Current Funds Agenda Date 12/14/ page 3

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55 COUNCIL CHAMBER December 14, 2011 WHEREAS, the Texas Department of Transportation has made the Impaired Driving Mobilization Selective Traffic Enforcement Program, Overtime Enforcement grant funds available for overtime salaries for a statewide Driving While Intoxicated during various holiday periods, for the period December 22, 2011 through September 3, WHEREAS, the Impaired Driving Mobilization Selective Traffic Enforcement Program, Overtime Enforcement grant will provide $99,984; and, WHEREAS, the City of Dallas contributes pension and Indirect costs of $34,507; and WHEREAS, it is in the best interest of the City of Dallas to apply for and accept such funding. Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the City Manager is hereby authorized to apply for and accept the Impaired Driving Mobilization Selective Traffic Enforcement Program, Overtime Enforcement grant No Dallas-IDM in the amount of $99,984 and execute the grant agreement. Section 2. That the City Manager be authorized to establish the appropriation in the Impaired Driving Mobilization Selective Traffic Enforcement Program, Overtime Enforcement grant fund in the amount of $134,491, in Fund F350, Department DPD, Unit Section 3. That the City Controller be authorized to deposit grant funds in the amount of $99,984 into Fund F350, Department DPD, Unit 1404, and Revenue Source Section 4. That the City Controller be authorized to transfer the required match in an amount not to exceed $34,507 from Fund 0001, Department DPD, Unit 2127, Object 3642 to Fund F350, Department DPD, Unit 1404, Revenue Source Section 5. That the City Controller be hereby authorized to transfer expenses, in an amount not to exceed $134,491, to Fund F350, Department DPD, Unit 1404 from Fund 0001, DPD, Unit 2127 after expenditures in overtime, pension, and indirect costs. Section 6. That in the event of the loss or misuse of funds, the grantee will return all funds to the Texas Department of Transportation, in full. Section 7. 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.

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57 KEY FOCUS AREA: ADDENDUM ITEM # 10 Make Government More Efficient, Effective and Economical AGENDA DATE: December 14, 2011 COUNCIL DISTRICT(S): DEPARTMENT: All Sanitation Services CMO: Forest E. Turner, MAPSCO: SUBJECT N/A A resolution postponing the enforcement of Ordinance No to February 13, Financing: This action requires no expenditure of City Funds BACKGROUND On September 28, 2011, City Council passed Ordinance No , which amended Chapters 2 and 18 of the Dallas City Code. The ordinance requires that solid waste generated, found, or collected in the City of Dallas be disposed of at a transfer station or landfill site owned or operated by the City. The ordinance has an effective date of January 2, Staff recommends that the implementation and enforcement of Ordinance No be postponed until February 13, PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On December 7, 2011, City Council was briefed in closed session. On September 28, 2011, City Council passed Ordinance No FISCAL INFORMATION This action requires no expenditure of City Funds.

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59 COUNCIL CHAMBER December 14, 2011 WHEREAS, on September 28, 2011, the City Council adopted Ordinance No , which ordinance amended Chapters 2 and 18 of the Dallas City Code, as amended, and requires that all dry and wet solid waste generated, found, or collected in the City of Dallas be disposed of at a transfer station or landfill site owned or operated by the city; and WHEREAS, Ordinance No provides that the ordinance will take effect on January 2, 2012; and WHEREAS, the City Council finds that it is in the public interest to postpone enforcement of Ordinance No ; Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: SECTION 1. That for a period beginning on the effective date of this resolution up to and including February 13, 2012, all City departments are directed to suspend enforcement of Ordinance No Suspend enforcement means: a. suspend issuance of any notices of violations or citations for failure to comply with Ordinance No ; b. suspend any orders compelling compliance with Ordinance No ; and c. suspend the provision of Section of the Dallas City Code which requires that dry and wet solid waste generated, found, or collected in the City of Dallas to be disposed of at the Bachman Transfer Station, McCommas Bluff Landfill or another site owned or operated by the City. SECTION 2. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas, and it is accordingly so resolved.

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61 KEY FOCUS AREA: Economic Vibrancy ADDENDUM ITEM # 11 AGENDA DATE: December 14, 2011 COUNCIL DISTRICT(S): 6 DEPARTMENT: Trinity Watershed Management CMO: Jill A. Jordan, P.E., MAPSCO: SUBJECT 44L Authorize a contract with Oncor Electric Delivery Company to provide design and construction services on a secondary feed of electrical service to the new Pavaho Pump Station - Not to exceed $698,100 - Financing: 2006 Bond Funds BACKGROUND The 2006 Bond Program included the design and construction of the Levee Drainage System - Pavaho Pump Sump (Pavaho Pump Station). On June 23, 2010, Council authorized a contract for BAR Constructors, Inc., to construct the new Pavaho Pump Station, which is currently 50% complete. To ensure additional safety of the residents, the pump station was designed to have a secondary feed of electrical power sources in the event that the primary electrical source is interrupted. As a result, the design and construction by Oncor for the dual feed power source from the electrical sub-station to the Pavaho Pump Station is required. This action authorizes Oncor to design and construct the necessary facilities to supply a secondary power supply to the Pavaho Pump Station. ESTIMATED SCHEDULE OF PROJECT Pavaho Pump Station Begin Construction August 2010 Complete Construction August 2012 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) Authorized a professional services contract for design and engineering services on June 13, 2007, by Resolution No

62 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) (Continued) Authorized Supplemental Agreement No. 1 to the design contract on October 28, 2009, by Resolution No Authorized a construction contract for the construction of the Pavaho Pump Station on June 23, 2010, by Resolution No Authorized Change Order No. 1 to the construction contract for the construction of the Pavaho Pump Station on February 23, 2011, by Resolution No FISCAL INFORMATION 2006 Bond Funds - $698, OWNER Oncor Electric Delivery Company Bob Shapard, Chairman and Chief Executive Officer MAP Attached Agenda Date 12/14/ page 2

63 [pavaho Pump Station]

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65 COUNCIL CHAMBER December 14, 2011 WHEREAS, on June 13, 2007, Resolution No authorized professional services contracts with four engineering firms to provide program management and engineering design of major flood management and storm drainage projects included in the 2006 Bond Program; and, WHEREAS, on October 28, 2009, Resolution No authorized Supplemental Agreement No. 1 to the design contract with Carter & Burgess, Inc., a wholly owned subsidiary of the Jacobs Engineering Group, Inc. WHEREAS, on June 23, 2010, Resolution No authorized a contract for the construction of the Pavaho Storm Water Pump Station for the Trinity River Corridor Project with BAR Constructors Inc. included in the 2006 Bond Program; and, WHEREAS, on February 23, 2011, Resolution No authorized Change Order No. 1 to the contract for the construction of the Pavaho Storm Water Pump Station for the Trinity River Corridor Project with BAR Constructors Inc. included in the 2006 Bond Program; and, WHEREAS, it is now necessary to authorize a contract with Oncor Electric Delivery Company for design and construction services on the secondary feed of electrical service. Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the City Manager is hereby authorized to execute a contract with Oncor Electric Delivery Company for design and construction services on a secondary feed of electrical service for the Pavaho Pump Station in an amount not to exceed $698, after it has been approved as to form by the City Attorney. Section 2. That the City Controller is hereby authorized to disburse funds in accordance with the terms and conditions of the agreement from: Flood Protection and Storm Drainage Facilities Fund Fund BT23, Department TWM, Unit T510, Act. FLDM Obj. 4154, Program # PB06T510, CT PBW06T510C1 Vendor #399181, in an amount not to exceed $698, 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.

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67 KEY FOCUS AREA: Economic Vibrancy ADDENDUM ITEM # 12 AGENDA DATE: December 14, 2011 COUNCIL DISTRICT(S): 13 DEPARTMENT: Trinity Watershed Management Public Works Department CMO: Jill A. Jordan, P.E., MAPSCO: SUBJECT 26W Authorize a contract with PAEE Corporation, lowest responsible bidder of nine, for the reconstruction of alley paving, storm drainage, and water and wastewater improvements between Marquette Street and Colgate Avenue from Durham Street to Boedeker Street Not to exceed $304,226 - Financing: 2006 Bond Funds ($179,088), Water Utilities Capital Improvement Funds ($121,538) and Water Utilities Capital Construction Funds ($3,600) BACKGROUND The alley between Marquette Street and Colgate Avenue from Durham Street to Boedeker Street was funded for reconstruction in the 2006 Bond Program and will consist of replacing the existing deteriorated asphalt alley pavement with a 10-foot wide reinforced concrete alley pavement, storm drainage and water and wastewater improvements. This action will authorize a construction contract with PAEE Corporation for the alley reconstruction. The following chart shows PAEE Corporation completed contractual activities for the past three years: PBW WTR PKR Projects Completed Change Orders Projects Requiring Liquidated Damages Projects Completed by Bonding Company 0 0 0

68 ESTIMATED SCHEDULE OF PROJECT Began Design August 2009 Completed Design September 2011 Begin Construction January 2012 Complete Construction July 2012 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) Authorized a professional services contract for engineering services on August 12, 2009, by Resolution No FISCAL INFORMATION 2006 Bond Funds - $179, Water Utilities Capital Improvement Funds - $121, Water Utilities Capital Construction Funds - $3, Design $ 15, Construction (this action) Paving & Drainage - (PBW) $ 179, Water & Wastewater - (DWU) $ 125, Total Project Cost $ 319, M/WBE INFORMATION See attached. ETHNIC COMPOSITION PAEE Corporation Hispanic Female 0 Hispanic Male 11 African-American Female 1 African-American Male 4 White Female 0 White Male 0 Other Female 0 Other Male 0 Agenda Date 12/14/ page 2

69 BID INFORMATION The following bids with quotes were received and opened on September 29, 2011: *Denotes successful bidder BIDDERS BID AMOUNT *PAEE Corporation $304, Sapphire Circle Colleyville, Texas Jeske Construction Company $311, Omega Contracting, Inc. $322, SYB Construction Company $327, Camino Construction $328, Texas Standard Construction $329, MACVAL Associates $330, SDC Construction $342, Santos Construction, Inc. $389, Original estimate: PBW - $213, DWU - $137, OWNER(S) PAEE Corporation Phillip K. Agboje, President MAP Attached Agenda Date 12/14/ page 3

70 BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize a contract with PAEE Corporation, lowest responsible bidder of nine, for the reconstruction of alley paving, storm drainage, and water and wastewater improvements between Marquette Street and Colgate Avenue from Durham Street to Boedeker Street Not to exceed $304,226 - Financing: 2006 Bond Funds ($179,088), Water Utilities Capital Improvement Funds ($121,538) and Water Utilities Capital Construction Funds ($3,600) PAEE Corporation is a local, minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use the following sub-contractors. PROJECT CATEGORY: Construction LOCAL/NON-LOCAL CONTRACT SUMMARY Amount Percent Total local contracts $95, % Total non-local contracts $209, % TOTAL CONTRACT $304, % LOCAL/NON-LOCAL M/WBE PARTICIPATION Local Contractors / Sub-Contractors Local Certification Amount Percent Norstino Construction Co Bussey Trucking, Inc BMMB50667N0912 BMMB46923Y1011 $80, $15, % 15.79% Total Minority - Local $95, % Non-Local Contractors / Sub-Contractors None TOTAL M/WBE CONTRACT PARTICIPATION Local Percent Local & Non-Local Percent African American $95, % $95, % Hispanic American $ % $ % Asian American $ % $ % Native American $ % $ % WBE $ % $ % Total $95, % $95, %

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73 COUNCIL CHAMBER December 14, 2011 WHEREAS, on August 12, 2009, Resolution No authorized a professional services contract with Birkhoff, Hendricks & Carter, LLP for the design of alley reconstruction between Marquette Street and Colgate Avenue from Durham Street to Boedeker Street in an amount not to exceed $15,144.00; and, WHEREAS, bids were received on September 29, 2011, for the reconstruction of alley paving, storm drainage and water and wastewater main improvements between Marquette Street and Colgate Avenue from Durham Street to Boedeker Street, as follows: *Denotes successful bidder(s) BIDDERS BID AMOUNT *PAEE Corporation $304, Sapphire Circle Colleyville, TX Jeske Construction Company $311, Omega Contracting, Inc. $322, SYB Construction Company $327, Camino Construction $328, Texas Standard Construction $329, MACVAL Associates $330, SDC Construction $342, Santos Construction, Inc. $389, Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the City Manager is hereby authorized to enter into a contract with PAEE Corporation, for the reconstruction of alley paving, storm drainage, and water and wastewater main improvements in an amount not to exceed $304,225.35, this being the lowest responsible bid received as indicated by the tabulation of bids. Section 2. That the City Manager is hereby authorized to execute the contract after it has been approved as to form by the City Attorney.

74 COUNCIL CHAMBER December 14, 2011 Section 3. That the City Controller is hereby authorized to disburse funds in accordance with the terms and conditions of the contract from: Street and Transportation Improvements Fund Fund 1T22, Department PBW, Unit U015, Act. AREC Obj. 4510, Program #PB06U015, CT PBW06U015C1 Vendor #515425, in an amount not to exceed $179, Water Capital Improvement Fund Fund 0115, Department DWU, Unit PW42, Act. RELP Obj. 4550, Program #712009, REP W2RJ, CT PBW712009CP Vendor #515425, in an amount not to exceed $ 12, Wastewater Construction Fund Fund 0103, Department DWU, Unit CS42, Act. RELP Obj. 3222, Program #712010X, REP T2JU, CT PBW712010EN Vendor #515425, in an amount not to exceed $ 3, Wastewater Capital Improvement Fund Fund 0116, Department DWU, Unit PS42, Act. RELP Obj. 4560, Program #712010, REP T2JU, CT PBW712010CP Vendor #515425, in an amount not to exceed $109, Total in an amount not to exceed $304, Section 4. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas and it is accordingly so resolved.

75 KEY FOCUS AREA: Economic Vibrancy ADDENDUM ITEM # 13 AGENDA DATE: December 14, 2011 COUNCIL DISTRICT(S): 2 DEPARTMENT: Office of Economic Development CMO: Ryan S. Evans, MAPSCO: SUBJECT 45 M Authorize (1) the issuance of tax-exempt bonds by the Dallas Housing Finance Corporation, created by the City of Dallas in 1984, in a face amount not to exceed $5,000,000 in Multi-family Housing Mortgage Revenue Bonds Series 2011 to finance the new construction of 50 units of Permanent Supportive Housing by an entity to be created by Central Dallas Community Development Corporation; (2) a resolution in support of the Texas Department of Housing and Community Affairs (TDHCA) award of Low Income Housing Tax Credits for the new construction of the Cottages at Hickory Crossing development to be located at 1531 South Malcolm X Boulevard, pursuant to 49.8(2)(A-C) of the TDHCA s Qualified Allocation Plan; and (3) City Staff to apply for a grant to provide funding to furnish the 50 Permanent Supportive Housing units - Financing: No cost consideration to the City BACKGROUND The Dallas Housing and Finance Corporation (DHFC) held a Tax, Equity and Fiscal Responsibility Hearing (TEFRA) hearing on December 2, 2011 at 11:00 a.m. There was no neighborhood organization registered for the subject site, therefore, no community meeting was held. However, the Central Dallas Community Development Corporation (Central Dallas CDC) representatives have communicated that they have posted a notice at the location, contacted nearby residents to solicit their comments and have received positive feed back on the project. The Central Dallas CDC has filed an application with the TDHCA for Low Income Housing Tax Credits (LIHTC) for the Cottages at Hickory Crossing Project. Under the TDHCA rules in the Qualified Allocation Plan and Rules (QAP), if the development is located in a municipality that has more than twice the state average of units per capita supported by LIHTC or private activity bonds, the applicant must obtain prior approval of the development from the governing body of the municipality.

76 BACKGROUND (Continued) Funding for projects in the City of Dallas are currently not required to be approved by the City Council, but if a resolution is required it must include a written statement of support from the governing body referencing the state rule and authorizing an allocation of LIHTC for the development. In addition, City Council approval is required to allow the construction of the proposed new development if the proposed new development is located within one linear mile or less from a project that has received housing tax credits or tax exempt bond financing within the preceding three-year period. The Cottages at Hickory Crossing is located within one mile of the Atmos Project that received a 9% tax credit allocation in The census data regarding the twice the State average rule, the one mile three year rule and the 30% of the tax credits by census tracts rule, can change at any time, so in order to avoid not having the waiver when it is needed and be subject to a deficiency, it is customary to request all waivers pursuant to 49.8(2)(A-C). The Cottages at Hickory Crossing is a proposed multi-family community project to be comprised of 50 units of Permanent Supportive Housing for adults to be located at 1531 South Malcolm X Boulevard, Dallas, Texas as part of a re-entry program with a goal to reduce recidivism and realize cost savings to tax payers through reduced expenditures on public safety, behavioral health and health care. Construction of the units will be financed through approximately $5,000,000 in Private Activity Bonds, approximately $2,147,514 in four percent tax credits, and $500,000 in Homeless Bond Funds in exchange for deed restrictions to ensure affordable, permanent supportive housing units on the 1531 South Malcolm X Boulevard property through December 31, 2027, pursuant to City Council Resolution No , previously approved on October 26, The total estimated project cost is $6,195,278. The project owner will be a limited partnership formed for the sole purpose of developing, owning and operating the project for long-term use as low-income housing. Because the project is located within the City of Dallas, Section 147(f) of the Internal Revenue Code requires that in order for the bonds to be tax exempt, the City Council or the applicable elected representative of the City of Dallas, must approve the issuance of the bonds by the Dallas Housing Finance Corporation after a public hearing. A public hearing in compliance with the Tax Equity and Fiscal Responsibility Act (TEFRA) with respect to the Bonds was held by the Dallas Housing Finance Corporation on December 2, 2011 at 11:00 a.m. at 1500 Marilla 5CS, Dallas, Texas. The City of Dallas is not asked to issue bonds. The bonds will not be a debt or liability of the City. The City s name will not appear on the bonds. The approval being requested is only for the purpose of complying with federal law and with regard to tax-exempt debt. The development will offer 80% or 40 tax credit units for tenants with incomes no more than 60% of the City of Dallas Area Median Family Income (AMFI). Agenda Date 12/14/ page 2

77 BACKGROUND (Continued) This approval is subject to the Project Owner expending a minimum of $40,000 in social services annually (or $200 per unit per year if greater than $40,000) and at no cost to the residents of the development, based on a survey of residents needs, to be implemented within three months of project completion and in-kind social services may count toward meeting 100% of the social service requirements. Approval of this application will enable the Applicant to develop 50 units of Permanent Supportive Housing for adults. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On September 6, 2011, the Housing Committee was briefed on the Cottages at Hickory Crossing and it was approved unanimously for the $500,000 Homeless Bonds from Proposition 14 General Obligation Bonds approved on November 8, On October 26, 2011, the City Council authorized the purchase of deed restrictions from Central Dallas Community Development Corporation, or its wholly owned subsidiary, in an amount of $500,000, taken from Proposition 14 General Obligation Bonds that were set aside for Homeless Assistance Facilities, including housing facilities for the homeless, to ensure affordable, permanent supportive housing units on the 1531 South Malcolm X Boulevard through December 31, 2027, by Resolution No On November 3, 2011, the Dallas Housing Finance Corporation issued an inducement resolution declaring an intent to issue bonds and authorizing submission of application for private activity bond allocation for the Cottages at Hickory Crossing. This is an Inducement Resolution for reimbursement purposes and to allow the Project Application to be submitted to the Bond Review Board for a Private Activity Bond Reservation and to present the project to the City Council Economic Development, Budget, Finance and Audit Committee and Housing Committee and for City Council Consideration for the Approval of the Financing Plan and the Authorization for the DHFC to Issue the Bonds. On December 5, 2011, a memo was submitted to the Economic Development Committee regarding the Cottages at Hickory Crossing Permanent Supportive Housing Project consisting of 50 Permanent Supportive Housing units for adults. FISCAL INFORMATION No cost consideration to the City Agenda Date 12/14/ page 3

78 OWNER Central Dallas Community Development Corporation John Greenan Executive Director DEVELOPER Central Dallas Community Development Corporation John Greenan Executive Director MAP Attached. Agenda Date 12/14/ page 4

79 ( ~APSCO 4SRJ

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81 COUNCIL CHAMBER December 14, 2011 WHEREAS, on April 25, 1984, the City of Dallas (City) approved and authorized the creation of the Dallas Housing Finance Corporation (DHFC) as a Texas non-profit corporation, pursuant to the Texas Housing Finance Corporation Act, Chapter 394, Local Government Code, V.T.C.A., as amended (the Act), to act on behalf of the City in carrying out the public purpose of the Act; and WHEREAS, the Dallas Housing Finance Corporation (DHFC) is authorized by the Act to issue its revenue bonds on behalf of the City for the purpose of providing funding for the housing development for persons of low and moderate income to be located in the City; and WHEREAS, on November 3, 2011, the DHFC issued an inducement resolution for the issuance of multi-family mortgage revenue bonds in an amount not to exceed $5,000,000 for the benefit of Central Dallas Community Development Corporation s (Central Dallas CDC) wholly owned to be formed entity to finance the acquisition and construction of the 50 units of Permanent Supportive Housing for adults, know as the Cottages at Hickory Crossing, and WHEREAS, on November 14, 2011, the Dallas Housing Finance Corporation was issued a Certificate of Reservation on behalf of the Applicant for a tax-exempt bond allocation from the Texas Bond Review Board in the amount of $5,000,000 for the acquisition and new construction of the 50 unit Permanent Supportive Housing project for adults; and WHEREAS, section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), requires that the governing body or the chief elected executive official of the governmental unit in which the projects are located approve the issuance of the Bonds after a public hearing following reasonable public notice thereof; and WHEREAS, the Issuer scheduled a public hearing on December 2, 2011 with respect to the Bonds following publication of reasonable public notice thereof in a newspaper of general circulation within the city of Dallas, the Dallas Morning News on November 17, 2011; and WHEREAS, it is intended that the City Manager or the Mayor as the highest elected officials of the City of Dallas shall approve the issuance of the Bonds on behalf of the City of Dallas after the aforementioned hearing; and WHEREAS, in order to meet its obligations from the Caruth matching Grants, the Central Dallas Community Development Corporation (Central Dallas CDC)is pursuing tax exempt bonds and a low income housing tax credit allocation to leverage these matching grant funds and meet the goals of the grant; and

82 COUNCIL CHAMBER December 14, 2011 WHEREAS, Central Dallas CDC has filed a 4% tax credit application with the Texas Department of Housing and Community Affairs (TDHCA) on November 14, 2011 pursuant to its 2011 qualified Allocation Plan (QAP) for the % low income housing tax credits (LIHTC); and WHEREAS, under the TDHCA rules in the 2011 Qualified Allocation Plan and Rules (QAP), if the development is located in a municipality that has more than twice the State average of units per capita supported by LIHTC or private activity bonds, is within one mile of another project that received tax credits in the last three years, or has 30% more tax credits covered in 49.8(2)(A-C) of TDHCA s Qualified Allocation Plan, the applicant must obtain prior approval of the development from the governing body of the municipality supporting its tax credit allocation. The Cottages at Hickory Crossing is located within one mile of the Atmos Project that received a 9% tax credit allocation in The census data regarding the twice the State average rule, the one mile three year rule and the 30% of the tax credits by census tracts rule, can change at any time, so in order to avoid not having the waiver when it is needed and be subject to a deficiency, it is customary to request all waivers pursuant to 49.8(2)(A-C); and WHEREAS, as a condition for being considered for the award of the 4% tax credits, the Applicant has committed to renting 80% of the units to tenants whose household incomes are capped at 60% or below the Area Median Family Income (AMFI) with rents affordable to tenants whose household incomes are 60% or below the AMFI in compliance with the maximum Low Income Housing Tax Credit rents as published by the Texas Department of Housing and Community Affairs; and WHEREAS, the owner of the project will expend a minimum of $40,000 per year or $200 per unit, whichever is greater (of which 100% may be from in-kind contribution for social services at no cost to the tenants) based on the needs of the tenants, to include some or all of the following: tutoring and afterschool programs, health screenings, family counseling/domestic crisis intervention, computer education, emergency assistance, vocational guidance, adult education programs (such as ESL, life skills, nutrition classes, etc.) and social services and recreational activities; and WHEREAS, pursuant to Resolution No , the Dallas City Council decided for a 12 month period beginning on January 11, 2006 not to approve any new tax credit transactions unless a pre-application waiver is granted by the City Council; and WHEREAS, on September 6, 2001, the Housing Committee was briefed on the Cottages at Hickory Crossing and it was approved unanimously for the $500,000 in Homeless Bonds from Proposition 14 General Obligation Bonds approved on November 8, 2005; and

83 COUNCIL CHAMBER December 14, 2011 WHEREAS, on October 26, 2011, the City Council approved Resolution No authorizing the City Manager or designee, approved as to form by the City Attorney, to purchase deed restrictions from Central Dallas Community Development Committee, or its wholly owned subsidiary, in the amount of $500,000 to ensure affordable, permanent supportive housing units on the 1531 S. Malcolm X Boulevard property through December 27, 2027; and WHEREAS, the City of Dallas supports the development of the Cottages at Hickory Crossing project, its 4% tax credit allocation from TDHCA and authorizes the DHFC to issue Multi-family Mortgage Revenue Bonds, Series 2011, for the land acquisition and new construction of the 50 unit Cottages at Hickory Crossing Permanent Supportive Housing Project, subject to certain conditions being met, to allow City Staff to apply for a grant to provide funding to furnish the 50 Permanent Supportive Housing units and it is deemed necessary and advisable that this resolution be adopted. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the DHFC is authorized to issue a Multi-family Mortgage Revenue Bond, Series 2011, for the land acquisition and new construction of the 50-unit Cottages at Hickory Crossing for adults to be located at 1531 South Malcolm X Boulevard in a face amount not to exceed $5,000,000 for the benefit of Central Dallas CDC and/or an entity to be created and wholly owned by the Central Dallas CDC and to allow City Staff to apply for a grant to provide funding to furnish the 50 Permanent Supportive Housing units. Section 2. That the City of Dallas approves and supports the new construction of the Cottages at Hickory development proposed as 50 multi-family housing units comprised of 50 units located at 1531 South Malcolm X Boulevard, Dallas, Texas by Central Dallas CDC and further supports the award of the 4% LIHTC pursuant to 49.8(2)(A-C) of TDHCA s Qualified Allocation Plan, subject to the conditions set forth herein. Section 3. That this approval is subject to the Project Owner expending a minimum of $40,000 in social services annually, of which 100% may be from in-kind services, for and at no cost to the residents of the development, based on a survey of residents needs, to be implemented within three months of project completion. Section 4. That prior to receiving a conditional City of Dallas building permit required by TDHCA prior to closing on the tax credits, the Project Developer will consult with the City of Dallas Office of Development Services with regard to security related design standards.

84 COUNCIL CHAMBER December 14, 2011 Section 5. That the approval of the City is provided solely for the purpose of satisfying the conditions and requirements of section 147(f) of the Code and for no other purpose and is not to be construed as an undertaking by the City of Dallas. The Bonds and the tax credits shall not constitute a liability, an indebtedness, or obligation of the City of Dallas nor shall any of the assets of the City of Dallas be pledged to the payment of the Bonds. The Bonds shall specifically provide that the Bonds are not a debt of the City of Dallas, Dallas County and the State of Texas and that the City of Dallas, Dallas County and State of Texas are not liable with respect to the Bonds. Section 6. That the City Manager is hereby authorized to convey a copy of this resolution to the Applicant and the TDHCA with a written statement of support by the City Council referencing 49.8(2)(A-C) of TDHCA s Qualified Allocation Plan, subject to the conditions set forth herein. Section 7. That this approval is solely for compliance with the TDHCA. Qualified Allocation Plan and contingent upon the developer assuming relocation costs, if any, associated with the development costs. Section 8. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas, and it is accordingly so resolved.

85 KEY FOCUS AREA: Economic Vibrancy ADDENDUM ITEM # 14 AGENDA DATE: December 14, 2011 COUNCIL DISTRICT(S): 14 DEPARTMENT: Housing/Community Services CMO: Ryan S. Evans, MAPSCO: SUBJECT 45K Authorize (1) an amendment to Resolution No , previously approved on October 10, 2007, which approved a $750,000 Community Development Block Grant Loan to Central Dallas Community Development Corporation for the CityWalk at Akard Project at 511 North Akard Street, to: (a) extend the terms of the loan to December 31, 2030 from December 31, 2029; and (b) require annual repayments based on available cash flow; and (2) an amendment to Resolution No , previously approved on May 28, 2008, which approved $1,500,000 Homeless Bond Fund Loan to Central Dallas Community Development Corporation for the CityWalk at Akard Project at 511 North Akard Street, to require annual repayments based on available cash flow - Financing: No cost consideration to the City BACKGROUND On July 28, 2006, the Texas Department of Housing and Community Affairs (TDHCA) approved a forward commitment for the CityWalk at Akard Project located at 511 North Akard Street which would allow the project to receive tax credits for its development of 200 units of affordable housing. In 2006, the City of Dallas provided financial support for the project with $750,000 in Community Development Block Grant funds for the acquisition of the building and $1,500,000 toward the development of 50 homeless units. The project was completed in FY In order to move from interim to permanent financing, Central Dallas Community Development Corporation has requested that the City of Dallas change the terms of both loans. They have requested that the term of the CDBG loan be extended to December 31, 2030 from December 31, 2029, and they have requested that the City change the loans from forgivable loans to annual payback loans based on available cash flow.

86 PRIOR ACTION/REVIEW (Council, Boards, Commissions) On March 6, 2006, the Economic Development and Housing Committee was briefed on the Project and voted to recommend that the City Council adopt a resolution supporting the pre-application waiver for tax credit and/or tax-exempt bond financing of the acquisition and tax credit financing of the CityWalk at Akard multi-family development. On March 8, 2006, the City Council approved the pre-application waiver for the Project by Resolution No On March 28, 2006, the City Council approved a $750,000 loan to Central Dallas Community Development Corporation by Resolution No On October 10, 2007, the City Council approved and amended the $750,000 loan to expand the use of the loan by Resolution No On May 28, 2008, the City Council approved a $1,500,000 General Obligation Homeless Bond Loan for the CityWalk at Akard Project by Resolution No FISCAL INFORMATION No cost consideration to the City. OWNER(S) Central Dallas Community Development Corporation John Greenan, Executive Director MAP Attached Agenda Date 12/14/ page 2

87 Greenwood... ~ [MAPSCO 45K]

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89 COUNCIL CHAMBER December 14, 2011 WHEREAS, on March 6, 2006, the Economic Development and Housing Committee was briefed on the Project and voted to recommend that the City Council adopt a resolution supporting the pre-application waiver for tax credit and/or tax-exempt bond financing of the acquisition and tax credit financing of the CityWalk at Akard multi-family development; and WHEREAS, on March 8, 2006, the City Council approved the pre-application waiver for the Project by Resolution No ; and WHEREAS, on March 28, 2006, the City Council approved a $750,000 loan to Central Dallas Community Development Corporation; and WHEREAS, on July 28, 2006, TDHCA approved a forward commitment for 2007 tax credits for the CityWalk at Akard Project; and WHEREAS, on October 10, 2007, the City Council approved and amended the $750,000 loan to expand the use of the loan by Resolution No ; and WHEREAS, on May 28, 2008, the City Council approved a $1,500,000 General Obligation Homeless Bond Loan for the CityWalk at Akard Project; and WHEREAS, the City desires to amend the existing loans to allow for term changes; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: SECTION 1. That the City Manager, upon approval as to form by the City Attorney, is authorized to execute (1) an amendment to Resolution No previously approved on October 10, 2007, which approved $750,000 Community Development Block Grant Loan to Central Dallas Community Development Corporation for the CityWalk at Akard Project at 511 North Akard Street to: (a) extend the terms of the loan to December 31, 2030 from December 31, 2029; and (b) require annual repayments based on available cash flow; and (2) an amendment to Resolution No previously approved on May 28, 2008, which approved a $1,500,000 Homeless Bond Fund Loan to Central Dallas Community Development Corporation for the CityWalk at Akard Project at 511 North Akard Street to require annual repayments based on available cash flow. SECTION 2. That the City Manager, upon approval as to form by the City Attorney, is authorized to execute subordination of liens to first lien permanent refinancing and to execute all other necessary documents to close the refinancing loan as necessary.

90 COUNCIL CHAMBER December 14, 2011 SECTION 3. That this resolution does not constitute a binding agreement upon the City or subject the City to any liability or obligation with respect to the loans, until such time as the loan documents are duly approved by all parties and executed. SECTION 4. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas, and it is accordingly so resolved.

91 KEY FOCUS AREA: Economic Vibrancy ADDENDUM ITEM # 15 AGENDA DATE: December 14, 2011 COUNCIL DISTRICT(S): 2 DEPARTMENT: Sustainable Development and Construction CMO: Ryan S. Evans, MAPSCO: 34T; U SUBJECT A public hearing to receive comments regarding an application for and an ordinance granting a Planned Development District for IR Industrial Research District uses on property zoned an IR Industrial Research District on the west corner of Maple Avenue and Butler Street Recommendation of Staff and CPC: Approval, subject to a conceptual plan and conditions Z (MW)

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93 HONORABLE MAYOR & CITY COUNCIL WEDNESDAY, DECEMBER 14, 2011 ACM: Ryan S. Evans FILE NUMBER: Z (MW) DATE FILED: September 9, 2011 LOCATION: West side of Maple Avenue between Inwood Road and Butler Street COUNCIL DISTRICT: 2 MAPSCO: 34-T, U SIZE OF REQUEST: ±6.006 acres CENSUS TRACT: 4.01 APPLICANT: REPRESENTATIVE: OWNER: REQUEST: SUMMARY: Glenbrook Residential, Inc. Susan Mead, Jackson Walker, LLP UCF Maple LLC An application for a Planned Development District for IR Industrial Research District uses on property zoned an IR Industrial Research District. The applicant proposes to redevelop the site with a 342-unit multifamily project with the potential for 8,000 square feet of retail and personal service uses. CPC RECOMMENDATION: Approval, subject to a conceptual plan and conditions. STAFF RECOMMENDATION: Approval, subject to a conceptual plan and conditions. 1

94 Z (MW) BACKGROUND INFORMATION: The ±6.006-acre site is developed with one-story office/commercial buildings. The retail and personal service uses oriented toward Maple Avenue are active; however, many of the offices are vacant. The proposed Planned Development District will allow a maximum height of 90 feet, consistent with recent zoning approvals within the vicinity of the request site. The request site is surrounded by industrial uses and an electrical substation to the northeast; office uses to the southeast; industrial uses to the southwest and auto-related uses and a DISD Elementary School to the northwest. Zoning History: 1. Z : On August 24, 2011, the City Council approved an MU-3 Mixed Use District with deed restrictions volunteered by the applicant. 2. Z : On August 10, 2011, the City Council approved an MU-3 Mixed Use District with deed restrictions volunteered by the applicant. 3. Z : On February 14, 2007, the City Council approved an MU-1 Mixed Use District with deed restrictions volunteered by the applicant which limit the residential component to one (1) dwelling unit. ` Thoroughfares/Streets: Thoroughfares/Streets Type Existing ROW Maple Avenue Collector 70 feet Butler Street Local 50 feet Land Use: Zoning Land Use Site IR Retail and personal services; office; vacant Northeast IR Industrial; electrical substation Southeast IR Office Southwest IR Industrial Northwest IR Auto-related; school 2

95 Z (MW) STAFF ANALYSIS: Area Plans: The request site is within the Stemmons Corridor - Southwestern Medical District Area Plan. In June 2010, the City Council adopted the Stemmons Corridor - Southwestern Medical District Area Plan which identifies the request site as being in an Urban Residential Medium area as well as within a strategic opportunity area - the DART Inwood/Love Field Station Area. The Plan recommends a diversity of housing options ranging from townhomes to three to five story condominiums to limited commercial uses. In addition, the Plan encourages mixed use development with active uses and entries on the ground floor and streetscape amenities that promote pedestrian activity. The area plan characterizes the area around the new Inwood/Love Field DART Station as a safe and walkable area offering multiple housing options, shopping, education, and entertainment opportunities for area residents, and visitors. Further, Part of the envisioned vibrancy of this area is the high level of pedestrian activity and connectivity, where residents can walk easily to the numerous destinations within the area. The plan indicates that in this area Large set-backs and front-facing parking should be discouraged. Rather, buildings should be closer to the street with an ample sidewalk. The plan also identifies Maple Avenue as an important thoroughfare through this pedestrian-friendly area where treatments such as slower speeds, a bicycle route, and indented on-street parking should be encouraged as part of new developments. The uses proposed by this zoning change request are compatible with the Stemmons Corridor Southwestern Medical District Area plan. However, front yard fencing is not a desirable feature in an area designed to promote pedestrian interaction with active streets. Comprehensive Plan: According to the forwarddallas! Vision Illustration, adopted June 2006, the subject site is within an urban mixed use building block as well as within a transit center building block. The Urban Mixed-Use Building Block incorporates a vibrant mix of residential and employment uses at a lower density than the Downtown Building Block. These areas are typically near Downtown, along the Trinity River or near major transit centers. Examples include Uptown, the City Place/West Village area, Stemmons Design District, Cedars and Deep Ellum. Urban Mixed-Use Building Blocks provide residents with a vibrant blend of opportunities to live, work, shop and play within a closely defined area. Buildings range from high-rise residential or midrise commercial towers to townhomes and small corner shops. Good access to transit is a critical element. Similar to Downtown, the Urban Mixed-Use Building Blocks offer employment and housing options and are important economic growth areas for businesses. People on foot or bike can enjoy interesting store fronts at ground level with benches, public art, on-street parking and wide sidewalks, creating an appealing streetscape. Large parking areas and other auto-oriented land uses are typically located at the edges. 3

96 Z (MW) Urban mixed-use districts will incorporate housing, jobs and commercial activity in strategic locations throughout the city. These areas will be linked to the rest of the city by means of the transit system and will be designed to encourage pedestrian mobility. Transit centers support a compact mix of employment, retail, cultural facilities and housing. Multi-modal corridors should encourage the redevelopment of aging autooriented commercial strip development while respecting existing single family neighborhoods. While normally located around DART light-rail or commuter rail stations, these building blocks could also be focused streetcar or enhanced bus corridors such as bus rapid transit. Examples of transit centers include the Mockingbird Station area, the Cityplace Station area and the Westmoreland Station area, and examples of multimodal corridors include the Lancaster and Ferguson Road corridor. These areas offer dense mixed use at the transit station or multi-modal corridor and then transition to multi-family and single-family housing at the edge. Of all the Building Blocks, this incorporates the greatest range of building structures and land uses, including multistory residential above retail to townhomes to single-family residences. Transit centers and multi-modal corridors may sometimes be near residential neighborhoods and call for appropriate mitigation requirements. Areas currently developed with single-family or duplex uses should generally be maintained unless redevelopment is addressed through an Area Planning process. Multi-modal corridors in particular would diminish quickly in scale, density, and intensity away from the corridor, respecting existing single family neighborhoods while maintaining a strong focus on transit orientation and access. Interactive public plazas and/or civic uses will be centrally located and residential roof terraces and balconies overlooking transit station areas add eyes on the street that can aid public safety. The applicant s proposal is generally consistent with the forwarddallas! Vision and further complies with the following goals and policies of the Comprehensive Plan. LAND USE ELEMENT GOAL 1.2 PROMOTE DESIRED DEVELOPMENT Policy Use Vision Building Blocks as a general guide for desired development patterns. GOAL 1.3 PROVIDE EQUITABLE OPPORTUNITIES FOR DALLAS RESIDENTS Policy Create housing opportunities throughout Dallas ECONOMIC ELEMENT GOAL 2.1 PROMOTE BALANCED GROWTH. Policy Ensure that zoning is flexible enough to respond to changing economic conditions. 4

97 Z (MW) GOAL 2.2 ENGAGE IN STRATEGIC ECONOMIC DEVELOPMENT Policy Maximize development opportunities around DART stations HOUSING ELEMENT GOAL 3.2. ANSWER THE NEED FOR HOUSING OPTIONS Policy Encourage higher density housing within a quarter-mile of DART stations URBAN DESIGN ELEMENT GOAL 5.3 ESTABLISHING WALK-TO CONVENIENCE Policy Encourage a balance of land uses within walking distance of each other. However, it is noted that, to promote walkability, staff recommends conditions beyond those proposed by the applicant. Land Use Compatibility: The ±6.006-acre site is developed with one-story office/commercial buildings. The retail and personal service uses oriented toward Maple Avenue are active; however, many of the offices are vacant. The request site is surrounded by industrial uses and an electrical substation to the northeast; office uses to the southeast; industrial uses to the southwest and auto-related uses and a DISD Elementary School to the northwest. Given the request site s proximity to the Inwood/Love Field DART Station, it is ideal for higher density, mixed use development. The applicant proposes to redevelop the site with a 342-unit multifamily project with the potential for 6,500 square feet of retail and personal service uses and a 1,500-square foot health/fitness center. The proposed Planned Development District will allow a maximum height of 90 feet, consistent with recent zoning approvals within the vicinity of the request site. The request site is within the Southwestern Medical Tax Increment Financing (TIF) District which was created in This TIF represents the outgrowth of the City s effort to provide a model for redeveloping a former industrial and warehouse district to take full advantage of the expanding DART light rail system, to promote transit oriented development, especially in areas that are major employment centers like the Medical District, to support job growth and to implement appropriate urban design standards. The Southwestern Medical Tax Increment Financing (TIF) District Design Guidelines (currently in draft format) provide a set of standards and recommendations for development of parcels within the Southwestern Medical TIF District. These guidelines provide recommendations for public and private development in the District to encourage compliance with the spirit of the redevelopment plan for the area and to 5

98 Z (MW) ensure consistency thought out the District. These guidelines were written to achieve the following development objectives: Dense mixed-use near station or multi-modal corridor with transition to lower density, but still pedestrian-friendly, multifamily and single family residential near edge. Redevelopment of aging auto-oriented strip development while respecting existing single family areas. Encourage centrally located interactive spaces (public plazas and/or civic uses) and residential roof terraces and balconies overlooking streets and other public spaces to add eyes on the street and aid public safety. While the applicant has opted not to accept TIF funding, the proposed project generally keeps with the spirit of the TIF. However, staff is recommending conditions to further ensure consistency with redevelopment plan for the area. The applicant s proposal is consistent with the surrounding land uses and is within the scope of the forwarddallas! Comprehensive Plan and the Stemmons Corridor Southwestern Medical District Area Plan. Therefore, staff recommends approval; subject to a conceptual plan and staff s recommended conditions which would require street trees to be spaced at one tree per 35 feet of street frontage. These conditions would help ensure the type of pedestrian-oriented project envisioned for this area of the City. Development Standards: District Existing IR Industrial research Proposed Front 15 Setbacks Side/Rear 30 adjacent to residential OTHER: No Min. Density FAR 2.0 FAR overall 0.75 office/retail 0.5 retail Height stories Lot Coverage 80% Special Standards Residential Proximity Slope Primary Uses Industrial, wholesale distribution & storage, supporting office & retail PDD 5 min. 15 max. 10 feet 342 units 6,500 sf retail 1,500 sf fitness 90 feet No max. 80% N/A Multifamily Parking: The applicant proposes the following off-street parking requirements for the planned development district: For a multifamily use: one space per one bedroom dwelling unit or efficiency unit and two spaces per two or more bedroom dwelling unit. No additional visitor parking is required. No off-street parking is required for an accessory community center (private) use which is accessory to a multifamily use. 6

99 Z (MW) For retail and personal service uses: One (1) space per 250 square feet of floor area. Typically, the required off-street parking for a multifamily use is one (1) space for each 500 square feet of dwelling unit floor area within the building site. Not less than one (1) space nor more than two (2) spaces are required for each dwelling unit in a multifamily structure over 36 feet in height. Pursuant to the Dallas Development Code, an accessory community center (private) is defined as an integral part of a residential project or community unit development that is under the management and unified control of the operators of the project or development and that is used by residents of the project or development for a place of meeting, recreation or social activity. The parking required for this accessory use require is one (1) space per 100 square feet of floor area. The required off-street parking for most retail and personal service uses, is typically one (1) space per 200 square feet of floor area. The applicant s proposed parking reduction for retail and personal service uses equates to a 20 percent (20%) reduction. The applicant s justification for the proposed parking reduction is provided below: The development will be situated very close, within easy walking distance, to the DART Green Line Inwood/Love Field DART Station, and also to DART bus lines. In addition, the site is surrounded by numerous employment centers, in particular the UT Southwestern medical complex as well as several other large hospitals and medical facilities, and the UT Southwestern BioCenter biotechnology incubator complex, all also within walking distance. It is anticipated that many residents of the development will be employed at these area employers. Therefore, residents' need for, and ownership of, vehicles will be less than that of a more suburban-type multifamily development. Further, a significant portion of the patronage of any retail uses which may be located on the site will be from residents and/or area pedestrian traffic. For all of those reasons, this development justifies the reasonable parking reductions requested. To promote walkability, the applicant proposes design standards for façade walls and pedestrian amenities for the Maple Avenue and Butler Street frontages and six-foot sidewalks with at least four feet of unobstructed width along all street frontages. The request site is within a quarter mile of the Inwood/Love Field DART Station; therefore, staff believes that with the proposed pedestrian amenities on the Maple Avenue and Butler Street frontages, a 20% parking reduction, consistent with the principles of transit-oriented development, is justified. 7

100 Z (MW) Landscaping: The applicant proposes landscaping in accordance with Article X of the Dallas Development Code with an exception to allow the applicant the flexibility to use small trees in place of large trees. Staff recommends a condition requiring street trees to be spaced at one tree per 35 feet of street frontage; consistent with the Southwestern Medical Tax Increment Financing (TIF) District Design Guidelines recommendation for a multifamily project. The City Plan Commission concurred with Staff s recommendation. Article X requires street tree to be spaced at one tree per 50 feet of street frontage. 8

101 Z (MW) CPC Action: November 17, 2011: Motion: It was moved to recommend approval of an application to expand Subarea 2 within Planned Development District No. 366, the Buckner Boulevard Special Purpose District on property zoned an R-7.5(A) Single Family District on the east side of Gardenview Drive, south of Dell Garden Avenue and west of South Buckner Boulevard. Maker: Wally Second: Lavallaisaa Result: Carried: 14 to 0 For: 14 - R. Davis, Wally, Anglin, M. Davis, Rodgers, Hinojosa, Bagley, Lavallaisaa, Tarpley, Shellene, Bernbaum, Wolfish, Schwartz, Alcantar Against: 0 Absent: 1 Peterson Vacancy: 0 Notices: Area: 500 feet Mailed: 60 Replies: For: 4 Against: 2 Speakers: None 9

102 Z (MW) Partners/Principals/Officers: Applicant: Glenbrook Residential, Inc. Sole Director/President/Secretary: Guy Brignon Owner: UCF Maple, LLC Managing Member: Penn Wyrough Sole governing person of UCF Maple LLC is UCF 1 Trust 1, a Delaware statutory trust Authorized Person on behalf of UCF 1 Trust 1 is Penn Wyrough 10

103 Z (MW) Z CPC Recommended Conditions ARTICLE. PD. SEC. 51P LEGISLATIVE HISTORY. PD was established by Ordinance No., passed by the Dallas City Council on, SEC. 51P PROPERTY LOCATION AND SIZE. PD is established on property located on the southwest side of Maple Avenue near the intersection with Butler Street. The size of PD is approximately acres. SEC. 51P DEFINITIONS AND INTERPRETATIONS. (a) Unless otherwise stated, the definitions and interpretations in Chapter 51A apply to this article. (b) Unless otherwise stated, all references to articles, divisions, or sections in this article are to articles, divisions, or sections in Chapter 51A. (c) This district is considered to be a nonresidential zoning district. SEC. 51P EXHIBIT. The following exhibit is incorporated into this article: Exhibit A: development plan. SEC. 51P DEVELOPMENT PLAN. Development and use of the Property must comply with the conceptual plan (Exhibit A). If there is a conflict between the text of this article and the development plan, the text of this article controls. SEC. 51P MAIN USES PERMITTED. (a) Except as provided in this section, the only main uses permitted are those main uses permitted in the IR Industrial Research District, subject to the same conditions applicable in the IR Industrial Research District, as set out in Chapter 51A. For example, a use permitted in the IR District only by specific use permit (SUP) is permitted in this district only by SUP; a use subject to development impact review (DIR) in the IR District is subject to DIR in this district; etc. (b) The following additional uses are permitted by right in this district: -- Multifamily -- General merchandise of food store greater than 3,500 square feet. -- Health/fitness center 11

104 Z (MW) SEC. 51P ACCESSORY USES. (a) As a general rule, an accessory use is permitted in any district in which the main use is permitted. Some specific accessory uses, however, due to their unique nature, are subject to additional regulations in Section 51A For more information regarding accessory uses, consult Section 51A (b) The following additional accessory use is permitted in this district: -- Accessory community center (private) SEC. 51P YARD, LOT, AND SPACE REGULATIONS. (Note: The yard, lot, and space regulations in this section must be read together with the yard, lot, and space regulations in Division 51A If there is a conflict between this section and Division 51A-4.400, this section controls.) (a) In general. Except as provided in this section, the yard, lot, and space regulations for the MF-3 Multifamily District 3 apply. (b) Front yard: Minimum front yard is 5 feet. Maximum front yard is 25 feet for 40 percent of the residential façade parallel to Maple Avenue and for 70 percent of the residential façade parallel to Butler Street. Sidewalk easements do not trigger additional setback. (c) Side and rear yard. Minimum side and rear yard is 10 feet. (d) Density Maximum number of multifamily dwelling units is 342. (e) Floor Area. (1) Maximum floor area for all retail and personal service uses combined is 6,500 square feet. (2) Maximum floor area for the health/fitness center use is 1,500 square feet. (e) Floor Area Ratio. Maximum floor area ratio is 2.0. Structured parking does not count as floor area. (f) Height. Maximum structure height is 90 feet. (g) Residential proximity slope. The residential proximity slope does not apply in this district. (h) Lot Coverage. Maximum lot coverage is 80 percent. Above ground parking structures are included in lot coverage calculations; surface parking lots, underground parking structures, and courtyards are not. (i) Stories. No maximum number of stories. 12

105 Z (MW) SEC. 51P OFF-STREET PARKING AND LOADING. (a) In general. Except as provided in this section, consult the use regulations in Division 51A for the specific off-street parking and loading requirements for each use. (b) Multifamily. Required off-street parking is one space per one bedroom dwelling unit or efficiency unit and two spaces per two or more bedroom dwelling unit. No additional visitor parking is required. No off-street parking is required for an accessory community center (private) use which is accessory to a multifamily use. (c) Retail and personal service uses. One space per 250 square feet of floor area. SEC. 51P SCREENING. (a) Surface parking screening. All surface parking must be screened from the street and residentially zoned property by using Hedge-like evergreen plant materials recommended for local area use by the director of park and recreation. The plant materials must be located in a bed that is at least three feet wide with a minimum soil depth of 24 inches. Initial plantings must be capable of obtaining a solid appearance within three years. Plant materials must be placed 24 inches on center over the entire length of the bed unless a landscape architect recommends an alternative planting density that the building official determines is capable of providing a solid appearance within three years. Such materials must attain a minimum height of three and one-half feet above the parking surface. (b) Off-street loading and garbage storage area screening. from: (B) the lot. (1) Off-street loading spaces and garbage storage areas must be screened (A) a public street that is adjacent to the lot; and property in a residential district that is adjacent to or directly across an alley from (2) Screening required by this subparagraph must be at least six feet in height measured from the horizontal plane passing through the nearest point of the off-street loading space or garbage storage area. (3) Required screening must be constructed of: (A) for off-street loading spaces, any of the materials described in Subsection (a) to separately or collectively attain the minimum height of six feet; and (B) for garbage storage areas, a solid wood or masonry fence or wall. (4) Access through required screening may be provided only by a solid gate that equals the height of the screening. The gate must remain closed at all times except when in use. SEC. 51P ENVIRONMENTAL PERFORMANCE STANDARDS. See Article VI. 13

106 Z (MW) SEC. 51P LANDSCAPING AND TREE MITIGATION. (a) Landscaping and tree mitigation. (1) Except as provided in this section, landscaping and tree mitigation must be provided in accordance with Article X. (2) Trees planted in the parkway count toward both the site tree requirements and the tree mitigation requirements of Article X. (3) Small trees may be used for any purpose under Article X for which large trees are otherwise required under Article X, subject to approval by the building official. (4) Parking lot screening may be counted as one of the two design standards required by Sec. 51A (5) Street trees required by Sec. 51A (b)(4) must be located no closer than 12 feet from the main facade of a building. (6) Landscape and tree mitigation is not required to be shown on the conceptual plan, but must be shown on the development plan. (b) condition. Maintenance. Plant materials must be maintained in a healthy, growing (c) Irrigation and drainage systems. All landscaping required under this section must be irrigated and drained by automatic irrigation and permanent drainage systems installed to comply with industry standards. (d) Private license granted. (1) The city council hereby grants a revocable, non-exclusive license to the owners or tenants (with the written consent of the owner) of all property in this district for the exclusive purpose of authorizing compliance with the parkway landscaping requirements of this article. Parkway means the portion of a street right-of-way between the street curb and the lot line. An owner or tenant is not required to pay an initial or annual fee for this license, although a fee may be charged for issuance of a parkway landscape permit. This private license will not terminate at the end of any specific period, however, the city council reserves the right to terminate this license at will, by resolution passed by the city council, any time such termination becomes necessary. The determination by the city council of the need for termination is final and binding. The city shall become entitled to possession of the licensed area without giving any notice and without the necessity of legal proceedings to obtain possession when, in its judgment, the purpose or use of the license is inconsistent with the public use of the right-ofway or when the purpose or use of the license is likely to become a nuisance or a threat to public safety. Upon termination of the license by the city council, each owner or tenant shall remove all improvements and installations in the public rights-of-way to the satisfaction of the director of public works and transportation. (2) An owner or tenant is not required to comply with any landscaping requirement to the extent that compliance is made impossible due to the city council's revocation of the private license granted by this subsection. 14

107 Z (MW) (3) Upon the installation of landscaping and related amenities, such as irrigation systems, in the public rights-of-way, the owner or tenant shall procure, pay for, and keep in full force and effect commercial general liability insurance coverage with an insurance company authorized to do business in the State of Texas and otherwise acceptable to the city, covering, but not limited to, the liability assumed under the private license granted under this subsection, with combined single limits of liability for bodily injury and property damage of not less than $1,000,000 for each occurrence, and $2,000,000 annual aggregate. Coverage under this liability policy must be on an occurrence basis and the city shall be named as additional insured. Proof of such insurance must be sent to: Office of Risk Management, City of Dallas, 1500 Marilla, Dallas, Texas 75201, and the policy must provide for 30 days prior written notice to the Office of Risk Management of cancellation, expiration, non-renewal, or material change in coverage. All subrogation rights for loss or damage against the city are hereby waived to the extent that they are covered by this liability insurance policy. (4) Each owner or tenant is responsible for maintaining the landscaping in a healthy, growing condition, for keeping related amenities in good repair and condition, and for keeping the premises safe and from deteriorating in value or condition, at no expense to the city. The city is absolutely exempt from any requirements to make repairs or to maintain the landscaping, related amenities, or the premises. The granting of a license for landscaping and related amenities under this subsection does not release the owner or tenant from liability for the installation or maintenance of trees, landscaping, and related amenities in the public rightof-way. (e) Parkway landscape permit. (1) It is the responsibility of the property owner to apply for and obtain a parkway landscape permit before locating trees, landscaping, or related amenities in the parkway. An application for a parkway landscape permit must be made to the building official. The application must be in writing on a form approved by the building official and accompanied by plans or drawings showing the area of the parkway affected and the planting or other amenities proposed. (2) Upon receipt of the application and any required fees, the building official shall circulate it to all affected city departments and utilities for review and comment. If, after receiving comments from affected city departments and utilities, the building official determines that the construction, planting, or other amenities proposed will not be inconsistent with and will not unreasonably impair the public use of the right-of-way, the building official shall issue a parkway landscape permit to the property owner; otherwise, the building official shall deny the permit. (3) A property owner is not required to comply with any parkway landscaping requirement of this article if compliance is made impossible due to the building official's denial of a parkway landscape permit. (4) A parkway landscape permit issued by the building official is subject to immediate revocation upon written notice if at any time the building official determines that the use of the parkway authorized by the permit is inconsistent with or unreasonably impairs the public use of the right-of-way. The property owner is not required to comply with any parkway landscaping requirement of this section if compliance is made impossible due to the building official's revocation of a parkway landscape permit. 15

108 Z (MW) (5) The issuance of a parkway landscape permit under this subsection does not excuse the property owner, his agents, or employees from liability for the installation or maintenance of trees or other amenities in the public right-of-way. (f) Minimum tree height and trunk caliper. Required trees must have a minimum height of 6 feet, and a minimum trunk caliper of two inches measured at a point 12 inches above the root ball. CPC RECOMMENDED: (g) Street trees. The minimum number of required street trees is determined by dividing the number of feet of street frontage, exclusive of visibility triangles, by 35. Fractions are rounded to the nearest whole number, with.5 being rounded up to the next higher whole number. Required street trees must be spaced as uniformly as practicable. The trunk of a required street tree must be within 35 feet of another required street tree. APPLICANT PROPOSED: (g) Street tree spacing requirements. Required street trees must be spaced as uniformly as practicable. The trunk of a required street tree must be within 40 feet of another required street tree. SEC. 51P DESIGN STANDARDS FOR MAPLE AVENUE FRONTAGE. (a) Purpose. Continuous facades along pedestrian-oriented streets often have negative impacts on community aesthetics, pedestrian circulation, and the scale and rhythm of streetscapes. These designs standards are intended to ensure that continuous facades that are located along well-traveled pedestrian ways are compatible with the surrounding area and mitigate the negative impact of continuous facades, while allowing creativity, flexibility, and, variety in design. These design standards are also intended to make adaptive reuse of structures possible and compatible with surrounding land uses. (b) Maple Avenue facade design elements. Maple Avenue facades must incorporate at least three of the following design elements. The cumulative length of these design elements must extend for at least 60 percent of the facade's horizontal length. (1) A repeating pattern of wall recesses and projections, such as bays, offsets, reveals, or projecting ribs, that have a relief of at least eight inches. (2) At least three of the following design elements at the primary entrance, so that the primary entrance is architecturally prominent and clearly visible from the abutting street: moldings. seating. (A) (B) Architectural details such as arches, friezes, tile work, murals, or Integral planters or wing walls that incorporate landscaping or (C) Enhanced exterior light fixtures such as wall sconces, light coves with concealed light sources, ground-mounting accent lights, or decorative pedestal lights. (D) Prominent three-dimensional features, such as belfries, chimneys, clock towers, domes, spires, steeples, towers, or turrets. 16

109 Z (MW) (E) A repeating pattern of pilasters projecting from the facade wall by a minimum of eight inches or architectural or decorative columns. (3) Arcades, awnings, canopies, covered walkways, or porticos. (4) Display windows, faux windows, or decorative windows. (5) Trim or accent elements using decorative contrasting colors or decorative neon lighting on at least 10 percent of the area of the facade exclusive of fenestration. (c) Maple Avenue facade changes. Maple Avenue facade walls must have one or more of the following changes: (1) Changes of color, texture, or material, either diagonally, horizontally, or vertically, at intervals of not less than 20 feet and not more than 100 feet. (2) Changes in plane with a depth of at least 24 inches, either diagonally, horizontally, or vertically, at intervals of not less than 20 feet and not more than 100 feet. (d) Maple Avenue facade materials and colors. No more than 75 percent of the area of a Maple Avenue facade, exclusive of fenestration, may have a single material or color. SEC. 51P SIGNS. Signs must comply with the provisions for business zoning districts in Article VII. SEC. 51P PEDESTRIAN AMENITIES. (a) The following pedestrian amenities are required on the Maple Avenue and Butler Street frontages: (1) benches at a minimum of one per 200 feet of frontage. (2) trash receptacles at a minimum of one per 200 feet of frontage. frontage. (3) bicycle parking at a minimum of one five-bicycle rack per 200 feet of (4) pedestrian lighting (free standing or wall-mounted) at a minimum of one per 75 feet of frontage of at least one primary street. (b) All pedestrian amenities must be maintained by the owner of the lot; if there is more than one owner, all owners are jointly and severally responsible for maintenance. 17

110 Z (MW) SEC. 51P ADDITIONAL PROVISIONS. (a) Sidewalks. (1) A minimum six-foot-wide sidewalk with at least four feet of unobstructed width must be provided along all street frontages. (2) Sidewalks must be located in an area parallel to and within two-and-one-half feet to fifteen feet of the back of the projected street curb. (3) Tree grates, so long as they are ADA-compliant, may count toward the minimum unobstructed sidewalk width. (4) If a sidewalk is located in the front yard, the property owner must dedicate a sidewalk easement to the city to assure its availability to the public as a permanent pedestrian way. (b) Front yard fencing. In this district, fencing may not be located in the front yard unless such fencing secures entry into a multifamily use. Fencing securing entry into a multifamily use shall restrict entry to residents only, and shall be designed so as to provide a security barrier for the first floor habitable dwelling units and to prevent casual access to the multifamily use by non-residents. Such security fencing may have a maximum height of six-and-one-half feet. Security fencing in the front yard shall not be placed between the street and any areas intended for public access as designated on the Development Plan, including areas for possible nonresidential uses, surface parking intended to serve such possible nonresidential uses, or other areas intended to be accessible to the public. (c) Fences facing public streets must be at least 60 percent open in character and must be constructed of brick, stone, wrought iron or equivalent materials or a combination of these materials. Air conditioning compressors may be screened by a solid fence, which does not count against the 60 percent open requirement. (d) appearance. The Property must be properly maintained in a state of good repair and neat (e) Development and use of the Property must comply with all federal and state laws and regulations, and with all ordinances, rules, and regulations of the city. SEC. 51P COMPLIANCE WITH CONDITIONS. (a) All paved areas, permanent drives, streets, and drainage structures, if any, must be constructed in accordance with standard city specifications, and completed to the satisfaction of the director of public works and transportation. (b) The building official shall not issue a building permit to authorize work, or a certificate of occupancy to authorize the operation of a use, in this district until there has been full compliance with this article, the Dallas Development Code, the construction codes, and all other ordinances, rules, and regulations of the city. 18

111 Z (MW) Proposed Conceptual Plan 19

112 Z (MW) 20

113 Z (MW) DART Station Proposed mixed use Elementary School Electrical substation Autorelated Industrial Industrial Office 21

114 Z (MW)

115 Z (MW) CPC Responses 23

116 Z (MW) Page 1 of 3 11/21/2011 Notification List of Property Owners Z Property Owners Notified 1 Property Owner Opposed 5 Property Owners in Favor Vote Label # Address Owner MAPLE AVE HEWITT BILL FAMILY MAPLE AVE UCF MAPLE LLC BUTLER ST OLMSTED KIRK PAPER CO O GREGG ST LEE J KENNETH GREGG ST PORRAS PONCIANO V GREGG ST TSEHAI TADESSE ET AL BUTLER ST PRESCOTT INTERESTS LTD MAPLE AVE MAYA FOODS INC MAPLE AVE DUTCH MAPLE LTD O MAPLE AVE BLALACK FAMILY PS HUDNALL ST RUBIN CANDACE O MAPLE AVE SCHWARTZ JERRY TRUSTEE & DISTRICT BUTLER ST DALLAS COUNTY HOSPITAL BUTLER ST MAPLE OFFICE PARTNERS LLC HUDNALL ST RP DENTWOOD SC LP MAPLE AVE PIMENTAL HOLDINGS LLC O BUTLER ST SHEFAH LLC BUTLER ST TEXAS UTILITIES ELEC CO BUTLER ST STAFFIN JEFF INC BUTLER ST SANCHEZ JOSE X GREGG ST DOOLEY DAVID M GREGG ST STRAUBMUELLER DOUGLAS K GREGG ST BAKER ALBERT L JR 24

117 Z (MW) Vote Label # Address Owner GREGG ST BOARD OF REGENTS OF THE UNIVERSITY GREGG ST BOARD OF REFENTS OF THE UNIVERSITY AHMED INWOOD RD BOARD OF REGENTS GREGG ST DAVIS WALLACE E JR MAPLE AVE MAEDC MAPLE APTS LLC MAPLE AVE Dallas ISD MAPLE AVE HUIZENGA INC O MAPLE AVE MAPLE DOUGLAS LP MAPLE AVE SHARIFI HOLDINGS LLC INWOOD RD DART FLEETWOOD OAKS DR BIRDWELL CARY FLEETWOOD OAKS DR JENSEN DAVID FLEETWOOD OAKS DR MCCANN TRACEY L FLEETWOOD OAKS DR J MORENO ASSOC LLC FLEETWOOD OAKS DR TURNER LARRY J FLEETWOOD OAKS DR BOLIVER DOUGLAS B FLEETWOOD OAKS DR MIDDLETON RICHARD FLEETWOOD OAKS DR KATES ROBERT ALEXANDER FLEETWOOD OAKS DR BOON JESSICA FLEETWOOD OAKS DR ANWEILER DAVID W FLEETWOOD OAKS DR CHUANG JEN CHIEH FLEETWOOD OAKS DR KAMMIN IRVING FLEETWOOD OAKS DR ALLEN JOHN DEAN & FLEETWOOD OAKS DR GHEEN BOBBY D FLEETWOOD OAKS DR REYNOSO JOSE FLEETWOOD OAKS DR IVEY EDWARD W JR FLEETWOOD OAKS DR MARTIN CHARLES D FLEETWOOD OAKS DR ALLEN JOHN DEAN & FLEETWOOD OAKS DR HARRELL MICHAEL H FLEETWOOD OAKS DR AHMED AZMAT & IQBAL FLEETWOOD OAKS DR PANTOJA PONCIANO R FLEETWOOD OAKS DR SHARKEY DANIEL P 25

118 Z (MW) Vote Label # Address Owner FLEETWOOD OAKS DR GIBSON MARK FLEETWOOD OAKS DR MOSHINSKI KEVIN C A A FLEETWOOD OAKS DR SHUEY RAYMOND V & CAROL FLEETWOOD OAKS DR SHUEY RAYMOND V & CAROL FLEETWOOD OAKS DR MORENO BARBARA FLEETWOOD OAKS DR RAMIREZ FREED FLEETWOOD OAKS DR SADEGHIAN KHOSROW FLEETWOOD OAKS DR HENKE JOHN R FLEETWOOD OAKS DR KAHN RICHARD FLEETWOOD OAKS DR NASTASI RAYMOND LEE FLEETWOOD OAKS DR KNIGHT CLYDE LEROY JR FLEETWOOD OAKS DR BARNETT DON & MARY ALICE FLEETWOOD OAKS DR PRIORE JOSEPH A FLEETWOOD OAKS DR PIERCE BARRY FLEETWOOD OAKS DR BARCENAS LEONARDO & FLEETWOOD OAKS DR BROWN THOMAS L & JULIE A FLEETWOOD OAKS DR RILEY JEWELL W FLEETWOOD OAKS DR PHAM PETER FLEETWOOD OAKS DR CARROLL LEA FLEETWOOD OAKS DR FINCH MAID SVC LC FLEETWOOD OAKS DR VANIAN DANIEL J TR & FLEETWOOD OAKS DR SHUEY RAYMOND V & CAROL FLEETWOOD OAKS DR SHUEY RAYMOND V & CAROL FLEETWOOD OAKS DR BARROW THOMAS FLEETWOOD OAKS DR GEARA PETRA FLEETWOOD OAKS DR BOLIVER DOUGLAS B FLEETWOOD OAKS DR MCGILL DANIEL P FLEETWOOD OAKS DR NYMARK JAMES P FLEETWOOD OAKS DR DALY PATRICK W FLEETWOOD OAKS DR BARROW THOMAS R 26

119 KEY FOCUS AREA: Economic Vibrancy ADDENDUM ITEM # 16 AGENDA DATE: December 14, 2011 COUNCIL DISTRICT(S): 4 DEPARTMENT: Sustainable Development and Construction CMO: Ryan S. Evans, MAPSCO: 64L; M SUBJECT A public hearing to receive comments regarding an application for and an ordinance granting a Planned Development District for MC-1 Multiple Commercial District uses and general merchandise or food store of greater than 100,000 square feet on property zoned an MC-1 Multiple Commercial District on the west side of South R.L. Thornton Freeway, south of West Ledbetter Drive Recommendation of Staff and CPC: Approval, subject to a development plan, elevations and conditions Z (MG)

120

121 HONORABLE MAYOR AND COUNCIL WEDNESDAY, DECEMBER 14, 2011 ACM: Ryan S. Evans FILE NUMBER: Z (MG) DATE FILED: August 3, 2011 LOCATION: West side of S. R.L. Thornton Freeway, south of W. Ledbetter Drive COUNCIL DISTRICT: 4 MAPSCO: 64 L,M SIZE OF REQUEST: Approx acres CENSUS TRACT: APPLICANT: OWNER: REPRESENTATIVE: REQUEST: SUMMARY: Wal-mart Stores, Inc. Corinth I35 & Ledbetter LLC Kimley-Horn and Associates, Inc An application for a Planned Development District for MC-1 Multiple Commercial District uses and general merchandise or food store greater than 100,000 sq. ft. on property zoned an MC-1 Multiple Commercial District. The purpose of this request is to allow for the construction of a general merchandise or food store greater than 100,000 sq. ft. CPC RECOMMENDATION: Approval, subject to a development plan, elevations and conditions. STAFF RECOMMENDATION: Approval, subject to a development plan, elevations and conditions. DESIGNATED ZONING CASE 1

122 Z (MG) BACKGROUND INFORMATION: The applicant s request for a Planned Development District will allow a general merchandise or food store use greater than 100,000 sq. ft. by right and alternative off-street parking requirements. General merchandise and food store use over 100,000 sq. ft. is allowed in the MC-1 Multiple Commercial District only with a Specific Use Permit. A maximum floor area ratio of 186,000 square feet is proposed for general merchandise and food store use. The development plan is proposed to meet the design standards set forth in Sec. 51A for large retail uses with some exceptions. All uses and development standards provided by the existing MC-1 District will be retained except for parking. The site has a significant amount of topography and has a significant stand of trees. The sites southern boundary is the centerline of Five Mile Creek. Zoning History: There have been two recent zoning change requests in the area. 1. Z On Wednesday, September 28, 2011, the City Council approved a D-1 Liquor Control Overlay and a Specific Use Permit for the sale of alcoholic beverages in conjunction with a general merchandise or food store use less than 3,500 square feet on property zoned an RR-D Regional Retail District with a D Liquor Control Overlay. 2. Z On February 10, 2010, the City Council approved Specific Use Permit No for an open enrollment charter school and a childcare facility on property zoned an R-7.5(A) Single Family District. Thoroughfares/Streets: Thoroughfare/Street Type Existing ROW Proposed ROW I-35 / S. RL Thornton Freeway Variable Variable W. Ledbetter Principal Arterial 107 ft. 107 ft. 2

123 Z (MG) Land Use: Zoning Land Use Site MC-1 Undeveloped North MC-1 Undeveloped South R-7.5(A), RR Undeveloped East RR S. R.L. Thornton Freeway. West MC-1 & CS Undeveloped/Office COMPREHENSIVE PLAN: The forwarddallas! Comprehensive Plan was adopted by the City Council in June The forwarddallas! Comprehensive Plan outlines several goals and policies which can serve as a framework for assisting in evaluating the applicant s request. The Plan identifies the request site as being adjacent to a Residential Neighborhood Building Block and within a Commercial Center or Corridor Block. The Residential Neighborhood Building Block represents the life-blood of Dallas, the traditional neighborhood of single-family detached homes. Dallas has many neighborhoods that match this description, including Winnetka Heights, Preston Hollow, Lakewood and Wheatley Place. Single-family dwellings are the dominate land use in these areas. Some shops, restaurants or institutional land uses such as schools and religious centers that serve neighborhood residents may be located at the edges or at key intersections. The Commercial Center or Corridor Block primarily functions as a service and job destination and is similar to Business Centers or Corridors, but is smaller and incorporates less density. These corridors, commonly at the intersection of major streets, are easily accessed via automobiles. Buckner Boulevard is an example of a Commercial Corridor. Buildings in these areas tend to be on separate parcels and stand one to five stories with offices, restaurants and a range of retail and commercial uses. In addition to jobs and services, Commercial Centers or Corridors also may include multifamily housing in low- to mid-rise apartment buildings or condominiums. Landscaping and urban design will enhance the visitor s experience and is used to separate sidewalks from major roads and define pedestrian routes in large parking lots. For large shopping centers, this may involve adding public plazas or other town center features. Public transit enhancements as well as quality access and visibility are important components of successful auto-oriented development. ECONOMIC: GOAL 1.1 ALIGN LAND USE STRATEGIES WITH ECONOMIC EVELOPMENT PRIORITIES Policy Focus on Southern Sector development opportunities. 3

124 Z (MG) GOAL 2.1 PROMOTE BALANCED GROWTH Policy Ensure that zoning is flexible enough to respond to changing economic conditions GOAL 2.2 ENGAGE IN STRATEGIC ECONOMIC DEVELOPMENT Ensure that zoning regulations are sensitive to existing context by incorporating urban design principles and appropriate mitigation measures Restore Dallas as the foremost retail location in the region. STAFF ANALYSIS: Land Use Compatibility: The 26.9 acre tract of land is currently undeveloped. Undeveloped property exists immediately adjacent to the north while various general merchandise and personal services uses exist further north across W. Ledbetter Drive (Loop 12). R.L. Thornton Freeway forms the eastern boundary of the subject site while undeveloped property is adjacent to the south and west. Also, a small office building is adjacent to a small part of the western boundary of the proposed development. Further west of the adjacent office building and undeveloped land is an existing single family neighborhood. The applicant s request for a Planned Development District will allow a general merchandise or food store use greater than 100,000 sq. ft. by right as well as accessory uses typically associated with large retailers. All uses and development standards provided by the existing MC-1 District will be retained. A general merchandise and food store use over 100,000 sq. ft. is allowed in the MC-1 Multiple Commercial District only with a Specific Use Permit. A maximum floor area ratio of 186,000 square feet is proposed for the proposed development. The development plan is proposed to meet the design standards set forth in Sec. 51A for large retail uses with the following exceptions: 1.) Trees on the west façade of the proposed building must be located in landscape islands instead of within 20 feet of the facade. 2.) Mechanical equipment on the ground must be screened by using landscaping, extensions of retaining walls, or materials matching the materials and colors used on the main building. Chain link fence may not be used as a screening material. 4

125 Z (MG) Close proximity to W. Ledbetter Drive and frontage along S. R.L. Thornton Freeway make this location appropriate for larger retail uses and it is compatible with the surrounding area. The proposed development is in keeping with the types of development expected in locations adjacent to high volume transportation corridors and near large residential areas. However, staff does have some concerns. Ideally, the proposed development could have been located on the north side of Ledbetter which is zoned RR Regional Retail and is in need of re-development. The former big box retail site in Village Fair on the north side of Ledbetter is approximately 771,000 square feet in area. The developable portion of the request site is approximately 820,000 square feet in area. Staff is also concerned with the amount of grading that will be necessary to develop the request site and the number or trees which will have to be removed. The applicant is requesting they only be required to mitigate 10 percent of the 6,468 caliper inches of protected trees that will be removed. They are proposing a tree preservation area in lieu of providing required mitigation, but the area they are proposing to preserve is already protected as floodplain. While staff has the aforementioned concerns with the proposed development, staff acknowledges the site could be developed today with a use that is permitted under the existing zoning subject to all tree mitigation and code requirements. Therefore staff can support the request subject to the applicant providing additional tree mitigation. Development Standards: DISTRICT SETBACKS Front Side/Rear Density Height Lot Coverage Special Standards PRIMARY Uses PDD for MC-1 uses PROPOSED MC-1 PROPOSED /20 NA 70 80% /0 NA 70 80% Proximity Slope Does not apply Proximity Slope Applies Gen. Merch. over 100,000 sq. ft., Lodging, office, retail Lodging, office, retail Landscaping: Except as provided, landscaping must comply with Article X. Additional landscaping is also required by the big box design criteria in section 51A which the applicant is proposing to generally comply with. The applicant is requesting that they be allowed a 90 percent tree mitigation credit for preserving approximately 30 percent of their property as tree conservation area. However, all this conservation area is located in the Five Mile Creek flood plain and is already somewhat protected from any future development. Staff cannot support this part of the applicant s request. Other options for meeting tree mitigation requirements would be to donate trees to the City s Park Department or pay money into the reforestation fund. There are several parks in the southern sector which could accept trees if trees could be donated. Staff has proposed alternative language which would allow the proposed conservation area to be utilized for a conservation area but would limit possible credit to 65 percent of the mitigation requirement. 5

126 Z (MG) Off-Street Parking: The Dallas Development Code requires off-street parking to be provided for a general merchandise/food store use at one space for each 200 square feet of floor. The proposed development requires 930 spaces. The applicant has requested alternative off-street parking requirements and has submitted a development plan that provides for 827 spaces. The resulting parking ratio of one space per 250 square feet of floor area provides an appropriate number of parking spaces and is acceptable to staff. Traffic: The Engineering Section of the Department of Sustainable Development and Construction has reviewed the request and recommends an eastbound right-turn deceleration lane at the intersection of W. Ledbetter Drive and Vista Wood Boulevard. Also, signal modifications are recommended at this intersection. These improvements are required to prior to the issuance of a certificate of occupancy. CPC Action: November 17, 2011 Motion: It was moved to recommend approval of a Planned Development District for MC-1 Multiple Commercial District uses and general merchandise or food store greater than 100,000 sq. ft. use, subject to a development plan, elevations and revised staff recommended conditions on property zoned an MC-1 Multiple Commercial District on the west side of S. R.L. Thornton Freeway, south of W. Ledbetter Drive. Maker: M. Davis Second: Schwartz Result: Carried: 11 to 2 For: 11 - R. Davis, Anglin, M. Davis, Hinojosa, Bagley, Lavallaisaa, Tarpley, Shellene, Wolfish, Schwartz, Alcantar Against: 2 - Wally, Rodgers Absent: 1 - Peterson Vacancy: 0 Conflict: 1 - Bernbaum Notices: Area: 500 Mailed: 25 Replies: For: 4 Against: 1 Speakers: For: Myron Dornic, 5026 Maple Springs Blvd., Dallas, TX, Dan Millner, 5750 Genisis Ct., Frisco, TX Frank Mihalopoulos, 4645 N. Central Expwy., Dallas, TX, Bob Stimson, 707 Tenna Loma Ct., Dallas, TX,

127 Z (MG) Against: None Scott Johnson, Park Central Dr., Dallas, TX,

128 Z (MG) OFFICERS AND DIRECTORS Corinth I-35 & Ledbetter LLC Frank Mihalopoulos, Manager/Member 8

129 Z (MG) 9

130 Z (MG) CPC RECOMMENDED PDD CONDITIONS Article. PD. SEC. 51P LEGISLATIVE HISTORY PD was established by Ordinance No., passed by the Dallas City Council on. SEC. 51P.102. PROPERTY LOCATION AND SIZE. PD is established on property generally located on the west side of S.R.L. Thornton Freeway south of W. Ledbetter Drive (Loop 12). The size of PD is approximately 26.9 acres. SEC. 51P DEFINITIONS AND INTERPRETATIONS. (a) Unless otherwise stated, the definitions and interpretations in Chapter 51A apply to this article. (b) Unless otherwise stated, all references to articles, divisions, or sections in this article are to articles, divisions, or sections in Chapter 51A. (c) This district is considered to be a non-residential zoning district. SEC. 51P EXHIBIT. The following exhibits are incorporated into this article: Exhibit A: development plan. Exhibit B: elevations SEC. 51P DEVELOPMENT PLAN. (a) For a general merchandise or food store 100,000 square feet or more, development and use of the Property must comply with the development plan (Exhibit A). If there is a conflict between the text of this article and the development plan, the text of this article controls. 10

131 Z (MG) (b) For all other uses, no development plan is required, and the provisions of Section 51A regarding submission of or amendments to a development plan, site analysis plan, conceptual plan, development schedule do not apply. SEC. 51P MAIN USES. (a) The only main uses permitted are those main uses permitted in the MC-1 Multiple Commercial District, subject to the same conditions in the MC-1 Multiple Commercial District, as set out in Chapter 51A. For example, a use permitted by in the MC-1 Multiple Commercial District only by specific use permit (SUP) is permitted in this district only by SUP; a use subject to development impact review (DIR) in the MC-1 Multiple Commercial District is subject to DIR in this district; etc. (b) The following addition main use is permitted by right: - General merchandise or food store 100,000 square feet or more. SEC. 51P ACCESSORY USES. As a general rule, an accessory use is permitted in any district in which the main use is permitted. Some specific accessory uses, however, due to their unique nature, are subject to additional regulations in Section 51A For more information regarding accessory uses, consult Section 51A SEC. 51P YARD, LOT AND SPACE REGULATIONS. apply. The yard, lot, and space regulations for the MC-1 Multiple Commercial District SEC. 51P OFF-STREET PARKING AND LOADING. (a) Except as provided in this section, consult the use regulations in Division 51A for the specific off-street parking and loading requirements for each use. (b) For a general merchandise or food store 100,000 square feet or more, a minimum of one space per 250 square feet of floor area must be provided in the locations shown on the development plan. 11

132 Z (MG) SEC. 51P ENVIRONMENTAL PERFORMANCE STANDARDS. See Article VI. SEC. 51P LANDSCAPING AND TREE MITIGATION. CPC S RECOMMENDED (a) Except as provided in this section, landscaping and tree mitigation must be provided in accordance with Article X. (b) Tree mitigation may be accomplished through the use of credits for trees retained in the tree conservation area shown on the development plan. For each caliper inch of protected trees retained in the tree conservation area shown on the development plan, a one inch credit against tree mitigation that would otherwise be required shall be provided, subject to the limitations of this section. The tree conservation area must also be shown on an approved landscape plan. (1) For the portion of the property designated for tree removal, the responsible party will receive an inch-for-inch credit for trees in the tree preservation area as indicated on the development plan, up to 65 percent of the total caliper of replacement trees required. APPLICANT S REQUEST (a) Except as provided in this section, landscaping and tree mitigation must be provided in accordance with Article X. (b) Tree mitigation may be accomplished through the use of credits for trees retained in the tree conservation area shown on the development plan. For each caliper inch of protected trees retained in the tree conservation area shown on the development plan, a one inch credit against tree mitigation that would otherwise be required shall be provided, subject to the limitations of this section. The tree conservation area must also be shown on an approved landscape plan. (1) If the tree conservation area is equal to 25 percent or less of the area of the portion of the property designated for tree removal, the responsible party will receive an inch-for-inch credit for trees in the conservation area, up to 65 percent of the total caliper of replacement trees required. (2) If the tree conservation area is equal to more than 25 percent, but less than 50 percent of the portion of the property designated for tree removal, the responsible party will receive inch-for-inch credit for trees in the conservation easement area, up to 90 percent of total caliper of replacement trees required. 12

133 Z (MG) (3) If the tree conservation area is equal to 50 percent or more of the portion of the property designated for tree removal, the responsible party will receive inch-for-inch credit for trees in the conservation easement area, up to 100 percent of the total caliper of replacement trees required. SEC. 51P SIGNS. Signs must comply with the provisions for business zoning districts in Article VII. SEC. 51P ADDITIONAL PROVISIONS. (a) For a general merchandise or food store use 100,000 square feet or more, (1) Mechanical equipment on the ground must be screened by using landscaping, extensions of retaining walls, or materials matching the materials and colors used on the main building. Chain link fence may not be used as a screening material. (2) Trees spaced at a maximum of 30 feet on center must be provided within 20 feet of the primary façade wall at least 50 percent of the length of each façadewall. For the west side façade wall, trees must be located in the landscape islands shown on the development plan. (3) An external lighting plan demonstrating compliance with all city ordinances must be submitted to and approved by the building official prior to the issuance of a building permit for new construction or a certificate of occupancy. (b) The Property must be properly maintained in a state of good repair and neat appearance. (c) Development and use of the property must comply with all federal and state laws and regulations, and with all city ordinances, rules, and regulations. (d) For a general merchandise or food store 100,000 square feet or more, material, color, and texture variations to the primary façade walls and secondary façade walls must be provided as shown on the attached elevations. SEC. 51P COMPLIANCE WITH CONDITIONS. (a) All paved areas, permanent drives, streets, and drainage structures, if any, must be constructed in accordance with standard city specifications, and completed to the satisfaction of the director of public works and transportation. 13

134 Z (MG) (b) The building official shall not issue a building permit to authorize work, or a certificate of occupancy to authorize the operation of a use, until there has been full compliance with this article, the Dallas Development Code, the construction codes, and all other ordinances, rules, and regulations of the city. 14

135 Z (MG) PROPOSED DEVELOPMENT PLAN N 15

136 Z (MG) ELEVATION 16

137 Z (MG) 17

138 Z (MG) Undeveloped Office Single family Undeveloped Undeveloped 18

139 Z (MG)

140 Z (MG) CPC RESPONSES 20

141 Z (MG) Page 1 of 1 11/23/2011 Notification List of Property Owners Z Property Owners Notified 1 Property Owner Opposed 4 Property Owners in Favor Vote Label # Address Owner O LEDBETTER DR CORINTH I35 & LEDBETTER R L THORNTON FWY GRAHAM MTG CORP X ROCKPORT DR WARREN SHERI Y ROCKPORT DR BALLARD PATRICK H ROCKPORT DR GROGAN LOIS ROCKPORT DR JOHNSON WILLIE DALE ETAL O ROCKPORT DR PHILLIPS RITA O ROCKPORT DR SHELL BRENDA ROCKPORT DR MCELHANNON G W ROCKPORT DR MCGLOTHIN SUSAN LIFE EST ROCKPORT DR JEFFRIES DWIGHT ROCKPORT DR DELACERDA ARTURO JR ROCKPORT DR THOBE PATRICK ROCKPORT DR MANNING SHABRETTA L & ROCKPORT DR COLEMAN FRANCES ROCKPORT DR HENDERSON WANDA J ROCKPORT DR WILLIAMS KING E & JETTA O LEDBETTER DR BRIZZA INC LEDBETTER DR TLC PPTIES INC R L THORNTON FWY ARK LA TEX CONSTRUCTION HILLVALE DR RAMOS EDGAR A SHORT BLVD SOUTHWESTERN BELL O OAK PARK DR BALLARD PATRICK H R L THORNTON FWY MARTINEZ JOSE HILLVALE DR DIAZ GUADALUPE Wednesday, November 23,

142

143 KEY FOCUS AREA: Economic Vibrancy ADDENDUM ITEM # 17 AGENDA DATE: December 14, 2011 COUNCIL DISTRICT(S): 2 DEPARTMENT: Housing/Community Services CMO: Ryan S. Evans, MAPSCO: SUBJECT 34U A public hearing to receive comments on the proposed City of Dallas submission of an application to the U.S. Department of Housing and Urban Development (HUD) for a Community Development Block Grant (CDBG) Section 108 Guarantee Loan Program loan in an amount not to exceed $4,800,000 for eligible activities, which may include acquisition, demolition of existing buildings, sitework and public improvements, relocation assistance, loan interest reserve and financing costs related to public offering to aid Chicory Court IX, LP, in the development of Champion Homes at Copperridge multi-family residential project for mixed-income families located at 5522 Maple Avenue including construction of 252 apartment units with 153 units deed restricted for 15 years for persons with incomes at 80% or less of Area Median Family Income as established by HUD - Financing: No cost consideration to the City BACKGROUND This hearing allows the public an opportunity to comment on the proposed City of Dallas submission of an application to the U.S. Department of Housing and Urban Development (HUD) for a Community Development Block Grant (CDBG) Section 108 Guarantee Loan Program loan (Section 108 Loan) in the amount of $4,800,000 to fund a loan for Chicory Court IX, LP (Chicory Court IX Loan) for development of the Champion Homes at Copperridge Project including acquisition, financing costs related to public offering, relocation assistance, and loan interest reserve for development of 252 apartment units with 153 units deed restricted for 15 years for affordability to persons with incomes at 80% or less of Area Median Family Income as established by HUD. This item is a public hearing only. It does not authorize the submission of an application to HUD.

144 BACKGROUND (continued) In pursuit of programs to help fill the gap in financing for development projects during the economic downturn beginning since the fall of 2008, City staff has researched, and in November 2008 briefed the City Council Economic Development and Housing Committees. The Committees gave preliminary approval for application to U.S. Department of Housing and Urban Development (HUD) for Community Development Block Grant (CDBG) Section 108 Guarantee loan funds for individual projects with the total of all applications not to exceed $75,000,000. In January 2009, the City Council approved the City of Dallas CDBG Section 108 Guarantee Loan Program Statement. The Section 108 Program is a Community Development Program authorized under Local Government Code, Chapter 373. The City seeks to fund projects that sustain or increase the level of business activity by expanding economic activities and increase the level of affordable housing in the project area. It is also important to the City that Section 108 loan repayments from borrowers match the City s required repayments to HUD on the Section 108 Guarantee Loan. Annual repayments of Section 108 Guarantee loans should be credit enhanced to minimize risk of City making payments from annual CDBG allocations. HUD requires the City to pay financing costs related to public offering for projects approved for Section 108 funding. Section 108 applications submitted to HUD can include this cost in addition to the cost submitted in developers proposals for project development. In January 2011, Saleem Jafar, President of the General Partner, submitted an application to the City of Dallas on behalf of Chicory Court IX, LP, for support of their application to the Texas Department of Housing and Community Affairs (TDHCA) for the 2011 Low Income Housing Tax Credit (LIHTC) Program. On February 23, 2011, the City Council granted an approval of the Chicory Court IX, LP application to TDHCA for Champion Homes at Copperridge for the LIHTC Program. On March 7, 2011, the Housing Committee was briefed on the status of the LIHTC application for the Champion Homes at Copperridge Project, and staff recommended to move forward to full City Council with the developer's request for additional financial aid for the project. The Housing Committee voted to recommend moving the developer's request for $4,500,000 in Section 108 Guarantee Loan funds forward to the full City Council. Agenda Date 12/14/ page 2

145 BACKGROUND (continued) The City has received an amended proposal from Chicory Court IX, LP, for funding in the amount of $4,800,000 from Community Development Block Grant Section 108 Guarantee Loan funds to include an estimated $252,000 for loan interest reserve and an estimated $48,000 for financing costs related to public offering. The Section 108 funds would be used for eligible activities, which may include acquisition, demolition of existing buildings, sitework and public improvements, relocation assistance, loan interest reserve, and financing costs related to public offering to aid Chicory Court IX, LP in development of Champion Homes at Copperridge, a multi-family residential project for mixed-income families located at 5522 Maple Avenue including construction of 252 apartment units with 153 units deed restricted for 15 years for affordability for persons with incomes at 80% or less of Area Median Family Income as established by HUD. The Champion Homes at Copperridge Project is located in CDBG eligible Block Group The City or an eligible non-profit established by the City would acquire the property for the project site and lease the property back to the developer on a long term lease. The Champion Homes at Copperridge Project has received a forward commitment from the TDHCA for 9% low-income housing tax credits for The Section 108 Guarantee loan application, upon approval by City Council, would be submitted to HUD, but the City s funding of the Champion Homes Project would be contingent upon the receipt of the tax credit funds. Total project costs for acquisition, demolition of existing buildings, site improvements and construction for the Champion Homes at Copperridge Project of 252 apartment units at 5522 Maple Avenue are approximately $39,900,000 with the City contributing 12%. Funding for the project would come from the proposed $4,800,000 Section 108 Loan, a first lien note of approximately $16,800,000, tax credit equity of approximately $18,000,000, and developer equity of approximately $300,000. The Section 108 loan application would request $4,800,000 for the project. The loan term would be for twenty years with interest only payments for the first five years from 2012 to 2016 and equal monthly principal payments of $320,000 made for fifteen years from 2017 to The interest rate for the Section 108 loan would be determined by the 3 month London Interbank Offered Rate (LIBOR) plus 20 basis points before the loan is required by HUD to be sold at public offering. HUD public offerings are usually held in the fall of every year, at which time the full balance of the loan will be advanced by HUD at a permanent interest rate determined by yields on U.S. Treasury obligations of similar maturity plus a small additional basis point spread. Agenda Date 12/14/ page 3

146 BACKGROUND (continued) The interest rate on the Chicory Court IX Loan would be.5% higher than the Section 108 loan from HUD and both loans would have matching amortization. All loan payments by borrower are estimated to provide adequate funds for the City to make its payments on the Section 108 Loan from HUD. Project cash flow, future Tax Increment Financing (TIF) District proceeds, City Center TIF Affordable Housing funds of $350,548, and interest reserves would be used to make the Section 108 Chicory Court IX loan payments until the Section 108 Chicory Court IX loan is paid in full in If project cash flow is insufficient, when combined with yet to be determined total TIF payments available to the project, to make Section 108 loan payments, the City is at risk of needing to use several million dollars of future CDBG entitlement grant funds to make the loan payments. Should the conditions arise in which the City must use future CDBG entitlement funds to make loan payments to HUD because available funds are insufficient to make the payments, the City would be first in line to receive reimbursement from available TIF funds or other project funds for HUD payments made using future entitlement funds. The City Center TIF Plan sets out that 12.55% of each year s increment over the remaining life of the TIF District, in an amount not to exceed $5,000,000, will be dedicated to affordable housing (City Center TIF Affordable Housing funds). Now City Center TIF Affordable Housing funds in the amount of $350,548 are available for affordable housing city-wide and can be used to fund the Champion Homes at Copperridge transit-oriented affordable housing project, which is in the DART line development area accessing the UT Southwestern Medical District. The project would meet the statements of community development objectives in the City s Consolidated Plan dealing with creation of affordable housing that is decent, safe and sanitary when the 252-unit project is completed. The project would also comply with a HUD National Objective as a housing activity benefitting low and moderate-income persons through City or City established non-profit acquisition of property for the construction of affordable housing units. 60% (153 units) of the project s 252 units would be affordable for low and moderate-income persons with household incomes at or below 80% of AMFI for the Dallas area. This public hearing complies with HUD regulations and the City's Citizen Participation Plan of 30 days comment period from date of call of public hearing. Agenda Date 12/14/ page 4

147 BACKGROUND (continued) The City will hold a neighborhood public hearing in the Council District where the project is located on December 20, 2011, which will complete the requirements of the Citizen Participation Plan. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On November 17, 2008, the Economic Development Committee and the Housing Committee were briefed and gave favorable approval on CDBG Section 108 Loan Application authorization for the use of Section 108 Guarantee Loan funds to provide project gap financing or mezzanine debt necessary to move projects forward in today s financial market, to minimize, if not eliminate, the risk to the CDBG program revenue and set guidelines by which the funds would be used. On January 5, 2009, the Economic Development Committee and the Housing Committee were briefed and gave favorable approval on CDBG Section 108 Guarantee Loan fund application requirements and proposed Program Guidelines for City to apply for up to a total of $75,000,000 in guarantee loans. On January 28, 2009, the City Council adopted CDBG Section 108 Guarantee Loan Program Statement, setting out the program purpose, description, operations and project criteria by Resolution No On February 22, 2011, the Housing Committee was briefed on and gave support of an application from Champion Homes at Copperridge to TDHCA for approval of a 9% LIHTC allocation. On February 23, 2011, the City Council approved support of the TDHCA 9% LIHTC allocation for Champion Homes at Copperridge by Resolution No On March 7, 2011, the Housing Committee was briefed and gave favorable approval for the developer's request for $4,500,000 in Section 108 Guarantee Loan funds. On November 7, 2011, the City Council authorized a public hearing to be held on December 14, 2011 to receive comments on the proposed City of Dallas submission of an application to the U.S. Department of Housing and Urban Development for a Section 108 loan in an amount not to exceed $4,800,000 for the Champion Homes at Copperridge Project by Resolution No Agenda Date 12/14/ page 5

148 FISCAL INFORMATION No cost consideration to the City. OWNER(S) Chicory Court IX, LP Saleem Jafar, President Bill Fisher, Vice President DEVELOPER Odyssey Residential Holdings, LP Saleem Jafar, President of its Corporate General Partner Bill Fisher, Vice President Odyssey Residential Holdings, LP Saleem Jafar, President of its Corporate General Partner Bill Fisher, Vice President MAP Attached Agenda Date 12/14/ page 6

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151 COUNCIL CHAMBER December 14, 2011 WHEREAS, the City of Dallas seeks to keep momentum going in growth prone areas and stimulate investment in more challenged areas by providing a substitute for declining availability of capital funding while banks are not willing to loan as much against collateral, interest rates for available funding have increased and proceeds from sales of tax credits has declined; and WHEREAS, on November 17, 2008, the Economic Development Committee and the Housing Committee were briefed and gave favorable approval on CDBG Section 108 Loan Application authorization for the use of Section 108 Guarantee Loan funds to provide project gap financing or mezzanine debt necessary to move projects forward in today s financial market, to minimize, if not eliminate, the risk to the CDBG program revenue and set guidelines by which the funds would be used; and WHEREAS, on January 5, 2009, the Economic Development Committee and the Housing Committee were briefed and gave favorable approval on CDBG Section 108 Guarantee Loan fund application requirements and proposed Program Guidelines for the City to apply for up to a total of $75,000,000 in guarantee loans; and WHEREAS, on January 28, 2009, the City Council adopted CDBG Section 108 Guarantee Loan Program Statement, setting out the program purpose, description, operations and project criteria by Resolution No ; and WHEREAS, on February 23, 2011, the City Council approved support of the Texas Department of Housing and Community Affairs (TDHCA) 9% LIHTC allocation for the Champion Homes at Copperridge Project by Resolution No ; and WHEREAS, on March 7, 2011, the Housing Committee was briefed and gave favorable approval for the developer's request for $4,500,000 in Section 108 Guarantee Loan funds; and WHEREAS, Champion Homes at Copperridge Project has received a forward commitment from the TDHCA for 9% low-income housing tax credits for 2012; and WHEREAS, the developer has submitted an amended proposal to increase the amount of Community Development Block Grant Section 108 Guarantee Loan funds from $4,500,000 to $4,800,000 to aid in development of the Champion Homes at Copperridge Project located at 5522 Maple Avenue, including acquisition, financing costs related to public offering, and loan interest reserve for development of 252 apartment units with 153 units deed restricted for 15 years for affordability to persons with incomes at 80% or less of Area Median Family Income as established by HUD; and

152 COUNCIL CHAMBER December 14, 2011 WHEREAS, on November 7, 2011, the City Council authorized a public hearing to be held on December 14, 2011, to receive comments on the proposed City of Dallas submission of an application to HUD for a Section 108 loan not to exceed $4,800,000 for the Champion Homes Project by Resolution No ; and WHEREAS, the City of Dallas may apply to HUD for Community Development Section 108 Guarantee Loan funds to aid in the development of the Champion Homes at Copperridge Project, a multi-family residential project for mixed-income families located at 5522 Maple Avenue for 252 multi-family residential units with 153 units deed restricted for 15 years for persons with incomes at 80% or less of Area Median Family Income as established by HUD, by providing funding for eligible activities, which may include City or City established non-profit acquisition of the project site, demolition of existing buildings, sitework and public improvements, relocation assistance, loan interest reserve, and financing costs related to public offering; and WHEREAS, Section 108 Guarantee Loan Program funding for the Champion Homes Project would be contingent upon the receipt of the Texas Department of Housing and Community Affairs' 9% low-income housing tax credit allocation for the project; and WHEREAS, the project site is located within the Maple/Mockingbird Tax Increment Financing (TIF) District; and WHEREAS, the City Center TIF District has Affordable Housing funds that may be allocated to affordable housing projects located outside of the City Center TIF District; and WHEREAS, the project s future Tax Increment Financing (TIF) District proceeds, TIF District Affordable Housing funds, City Center TIF Affordable Housing funds of $350,548, interest reserves, and net project cash flow, if needed, may be used to repay the Section 108 Chicory Court loan for development of the Champion Homes Project; and WHEREAS, the City would be first in line to receive reimbursement from available TIF funds or other project funds for HUD Section 108 loan payments made using future CDBG entitlement funds; and WHEREAS, the City Council of the City of Dallas desires to call a public hearing to receive comments on the application to the U.S. Department of Housing and Urban Development for Community Development Block Grant Section 108 Guarantee Loan funds in an amount not to exceed $4,800,000 for the Champion Homes at Copperridge Project; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS:

153 COUNCIL CHAMBER December 14, 2011 SECTION 1. That the City Council will take into consideration the public comments received at the public hearing held today if in the future it authorizes the submission of an application to the U.S. Department of Housing and Urban Development (HUD) for a CDBG Section 108 Guarantee Loan Program loan in an amount not to exceed $4,800,000 to aid Chicory Court IX, LP in the development of the Champion Homes at Copperridge Project, a proposed multi-family residential project for mixed-income families to be developed by Odyssey Residential Holdings, LP or its affiliate and located at 5522 Maple Avenue with 252 units including 153 units deed restricted for 15 years for persons with incomes at 80% or less of Area Median Family Income as established by HUD. SECTION 2. 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.

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155 KEY FOCUS AREA: REVISED AGENDA ITEM # 47 Better Cultural, Arts and Recreational Amenities AGENDA DATE: December 14, 2011 COUNCIL DISTRICT(S): 14 DEPARTMENT: Public Works Department Office of Cultural Affairs CMO: Jill A. Jordan, P.E., Joey Zapata, MAPSCO: SUBJECT 45G Authorize Supplemental Agreement No. 4 to the Construction Manager at Risk contract with McCarthy Building Companies, Inc. for fire protection, waterproofing, theatrical and accessibility enhancements and inclusion of Ross Avenue Streetscape Improvements to the construction of the City Performance Hall Project - Not to exceed $407,431, from $31,709,455 to $32,116,886 - Financing: 2006 Bond Funds BACKGROUND The City Performance Hall was approved for construction funding in the 2006 Bond Program, and on April 22, 2009, Resolution No authorized the Construction Manager at Risk (CMR) Construction Services contract. This action will authorize Supplemental Agreement No. 4 to the CMR contract for fire protection, waterproofing, theatrical and accessibility enhancements for the improvement of the project. This action will also authorize the inclusion of Ross Avenue Streetscape Improvements adjacent to the south side of the City Performance Hall. ESTIMATED SCHEDULE OF PROJECT Began Design July 2004 Completed Design December 2008 Began Construction March 2010 Complete Construction May 2012 PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) Briefed to the Cultural Affairs Committee on January 17, Briefed to the Arts, Education and Libraries Committee on January 22, 2002.

156 PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) (Continued) Briefed to the City Council on Office of Cultural Affairs' proposed bond projects on April 15, Authorized a professional services contract with Corgan Associates, Inc. on June 9, 2004, by Resolution No Authorized a Development and Use Agreement for the Dallas Center for the Performing Arts with the Dallas Center for the Performing Arts Foundation, Inc. on September 28, 2005, by Resolution No Authorized Supplemental Agreement No. 1 to the professional services contract with Corgan Associates, Inc. on June 13, 2007, by Resolution No Briefed to the City Council on project status on August 1, Briefed to the Quality of Life Committee on January 14, Authorized a contract with McCarthy Building Companies, Inc. for construction manager at risk design phase services on January 23, 2008, by Resolution No Authorized a contract with Oncor Electric Delivery Company on August 27, 2008, by Resolution No Briefed to the Quality of Life Committee on the City Performance Hall Garage on September 22, Authorized First Amendment to the Development and Use Agreement for the City Performance Hall Garage with the Dallas Center for the Performing Arts Foundation, Inc. on October 8, 2008, by Resolution No Authorized Second Amendment to the Performing Arts Center Development and Use Agreement with the Dallas Center for the Performing Arts Foundation, Inc. for the design, construction, use and operation of the Annette Strauss Artist Square on December 10, 2008, by Resolution No Authorized Supplemental Agreement No. 1 to the contract with McCarthy Building Companies, Inc. for Construction Manager at Risk, Phase II Construction Services for the City Performance Hall on April 22, 2009, by Resolution No Authorized Supplemental Agreement No. 2 to the Construction Manager at Risk contract with McCarthy Building Companies, Inc. to increase the scope of work to construct a 5,100 square foot south building extension for the City Performance Hall within the established Guaranteed Maximum Price contract, on December 9, 2009, by Resolution No Agenda Date 12/14/ page 2

157 PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) (Continued) Authorized Supplemental Agreement No. 3 to the professional services contract with Corgan Associates, Inc. for construction documents, bidding and construction administration services for a 5,100 square foot building extension for the City Performance Hall on December 9, 2009, by Resolution No Briefed to the Quality of Life Committee on AT&T Performing Arts Center accomplishments in the first 90 days on January 25, Authorized the Third Amendment to the Development Agreement with the Dallas Center for the Performing Arts Foundation, Inc. (DCPAF), transferring responsibility and funding for the construction of the streetscape infrastructure right-of-way improvements along Flora Street and South Jack Evans Street bordering the City Performance Hall and Garage Project from DCPAF to the City, on May 12, 2010, by Resolution No Authorized Supplemental Agreement No. 3 to increase the contract for the Construction Manager at Risk with McCarthy Building Companies, Inc. to construction streetscape infrastructure right-of-way improvements along Flora Street and South Jack Evans Street bordering the City Performance Hall and Garage Project, on May 12, 2010, by Resolution No Briefed to the Quality of Life Arts, Culture and Libraries Committee on the Progress Report on the City Performance Hall on October 17, FISCAL INFORMATION 2006 Bond Funds - $407,431 Design $ 7,540,717 Project Expenses $ 953,519 Fixtures, Furniture & Equipment $ 200,000 Construction $ 31,709,455 Supplemental Agreement 4 (this action) $ 407,431 Total Project Costs $ 40,811,122 M/WBE INFORMATION See attached. Agenda Date 12/14/ page 3

158 ETHNIC COMPOSITION McCarthy Building Companies, Inc. African-American Female 2 African-American Male 7 Hispanic Female 3 Hispanic Male 177 White Female 20 White Male 120 Other Female 2 Other Male 5 OWNER(S) McCarthy Building Companies, Inc. Texas Division Mike McWay, Division President Mike Krueger, Senior Vice President - Operations Chris Peck, Vice President - Business Development MAP Attached. Agenda Date 12/14/ page 4

159 BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize Supplemental Agreement No. 4 to the Construction Manager at Risk contract with McCarthy Building Companies, Inc. for fire protection, waterproofing, theatrical and accessibility enhancements and inclusion of Ross Avenue Streetscape Improvements to the construction of the City Performance Hall Project - Not to exceed $407,431, from $31,709,455 to $32,116,886 - Financing: 2006 Bond Funds McCarthy Building Companies, Inc. is a local, non-minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use the following sub-contractors. PROJECT CATEGORY: Construction LOCAL/NON-LOCAL CONTRACT SUMMARY - THIS ACTION ONLY Amount Percent Local contracts $284, % Non-local contracts $123, % TOTAL THIS ACTION $407, % LOCAL/NON-LOCAL M/WBE PARTICIPATION THIS ACTION Local Contractors / Sub-Contractors Local Certification Amount Percent Castro Roofing of Texas ROC Construction Alpha Insulation HMMB47585N1111 HMMB50095Y0812 IMMB47758N1211 $198, $12, $48, % 4.35% 17.12% Total Minority - Local $259, % Non-Local Contractors / Sub-Contractors Non-local Certification Amount Percent CN Construction Lift Aids, Inc. WFWB50451Y0912 WFWB49068N0412 $6, $5, % 4.32% Total Minority - Non-local $11, %

160 TOTAL M/WBE PARTICIPATION This Action Participation to Date Amount Percent Amount Percent African American $ % $784, % Hispanic American $211, % $3,636, % Asian American $48, % $287, % Native American $ % $ % WBE $11, % $3,718, % Total $271, % $8,427, %

161 MAPSCO. Inc. Mapsco45G

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163 COUNCIL CHAMBER December 14, 2011 WHEREAS, in the 2003 Bond Program, the voters of Dallas approved Proposition No. 5, which approved funding for the design of the City Performance Hall; and, WHEREAS, on June 9, 2004, Resolution No authorized a professional services contract with Corgan Associates, Inc. for architectural and engineering services, commencing with the pre-design programming phase of the contract for the design of the City Performance Hall; and, WHEREAS, on September 28, 2005, Resolution No authorized the Performing Arts Center Development and Use Agreement with the Dallas Center for the Performing Arts Foundation, Inc. (DCPAF), an independent, nonprofit foundation; and, WHEREAS, on May 10, 2006, Resolution No authorized Supplemental Agreement No. 1 to the contract with Corgan Associates, Inc. for schematic design master planning services for the Dallas Center for the Performing Arts, City Performance Hall; and, WHEREAS, in the 2006 Bond Program, the voters of Dallas approved Proposition No. 5, which approved funding to complete the design and construction of the first phase of the City Performance Hall; and, WHEREAS, on June 13, 2007, Resolution No authorized Supplemental Agreement No. 2 to the contract with Corgan Associates, Inc. for design development, construction documents, bidding and construction administration services for the Dallas Center for the Performing Arts, City Performance Hall; and, WHEREAS, on January 23, 2008, Resolution No authorized a Construction Manager at Risk (CMR) contract with McCarthy Building Companies, Inc. for design phase services for the City Performance Hall in an amount not to exceed $215,400; and, WHEREAS, on October 8, 2008, Resolution No authorized the First Amendment to the Performing Arts Center Development Agreement with Dallas Center for the Performing Arts Foundation, Inc. (DCPAF), an independent, nonprofit foundation, for the design, construction and development of the City Performance Hall underground parking garage and also authorized the First Amendment to the Performing Arts Center Use Agreement with Dallas Center for the Performing Arts Foundation, Inc. for the long-term possession, operation, maintenance and use of the City Performance Hall underground parking garage; and, WHEREAS, on April 22, 2009, Resolution No authorized Supplemental Agreement No. 1 to the Construction Manager at Risk contract with McCarthy Building Companies, Inc. for Phase II construction services for the City Performance Hall establishing the Guaranteed Maximum Price (GMP) in the amount of $31,384,455; and,

164 COUNCIL CHAMBER December 14, 2011 WHEREAS, on December 9, 2009, Resolution No authorized Supplemental Agreement No. 2 to the Construction Manager at Risk contract with McCarthy Building Companies, Inc. to increase the scope of work to construct a 5,100 sq. ft. south building extension for the City Performance Hall, within the established Guaranteed Maximum Price contract at no additional cost consideration to the City; and, WHEREAS, on December 9, 2009, Resolution No authorized Supplemental Agreement No. 3 to the professional services contract with Corgan Associates, Inc. for construction documents, bidding and construction administration services for a 5,100 sq. ft. south building extension for the City Performance Hall; and, WHEREAS, on May 12, 2010, Resolution No authorized Supplemental Agreement No. 3 to the Construction Manager at Risk contract with McCarthy Building Companies, Inc. to construct streetscape infrastructure right-of-way improvements along Flora Street and South Jack Evans Street bordering the City Performance Hall, in an amount not to exceed $325,000, increasing the Guaranteed Maximum Price from $31,384,455 to $31,709,455; and, WHEREAS, it is now necessary to authorize Supplemental Agreement No. 4 to the Construction Manager at Risk Contract with McCarthy Building Companies, Inc. for fire protection, waterproofing theatrical and accessibility enhancements, and inclusion of Ross Avenue Streetscape Improvements to the construction of the City Performance Hall Project in the amount of $407,431, increasing the Guaranteed Maximum Price from $31,709,455 to $32,116,886. Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the City Manager is hereby authorized to execute Supplemental Agreement No. 4 to the Construction Manager at Risk Contract with McCarthy Building Companies, Inc. for fire protection, waterproofing, theatrical and accessibility enhancements, and inclusion of Ross Avenue Streetscape Improvements to the construction of the City Performance Hall Project in the amount of $407,431, increasing the Guaranteed Maximum Price from $31,709,455 to $32,116,886, after it has been approved as to form by the City Attorney. Section 2. That the City Controller is hereby authorized to disburse funds in accordance with the terms and conditions of the contract from: Cultural Arts Facilities Fund Fund 8T49, Dept. PBW, Unit T696, Act. CULF Obj. 4310, Program PB06T696, CT PBW06T696C1 Vendor #VS , in an amount not to exceed $407,431

165 COUNCIL CHAMBER December 14, 2011 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.

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167 KEY FOCUS AREA: REVISED AGENDA ITEM # 48 Better Cultural, Arts and Recreational Amenities AGENDA DATE: December 14, 2011 COUNCIL DISTRICT(S): 14 DEPARTMENT: Public Works Department Office of Cultural Affairs CMO: Jill A. Jordan, P.E., Joey Zapata, MAPSCO: SUBJECT 45G Authorize Supplemental Agreement No. 4 to the professional services contract with Corgan Associates, Inc. for design, construction documents, bidding and construction administration services for fixtures, furnishings, equipment and a catering kitchen for the City Performance Hall - Not to exceed $60,200, from $7,265,117 to $7,325,317 - Financing: 2006 Bond Funds BACKGROUND On June 9, 2004, Resolution No authorized a professional services contract with Corgan Associates, Inc. for architectural and engineering services. This action will authorize the architectural and engineering design services for the furniture, furnishings and equipment needed to operate the performance hall facility. A catering service kitchen will also be added to the facility to allow outside vendors a food and beverage service preparation area. A back of house storage space will be modified to accommodate this catering function. ESTIMATED SCHEDULE OF PROJECT Began Design July 2004 Completed Design December 2008 Began Construction March 2010 Complete Construction May 2012 PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) Briefed to the Cultural Affairs Committee on January 17, Briefed to the Arts, Education and Libraries Committee on January 22, 2002.

168 PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) (Continued) Briefed to the Council on Office of Cultural Affairs' proposed bond projects on April 15, Authorized a professional services contract with Corgan Associates, Inc. on June 9, 2004, by Resolution No Authorized a Development and Use Agreement for the City Performance Hall Garage with the Dallas Center for the Performing Arts Foundation, Inc. on September 28, 2005, by Resolution No Authorized Supplemental Agreement No. 1 to the professional services contract with Corgan Associates, Inc. on May 10, 2006, by Resolution No Authorized Supplemental Agreement No. 2 to the professional services contract with Corgan Associates, Inc. on June 13, 2007, by Resolution No Briefed to the City Council on project status on August 1, Briefed to the Quality of Life Committee on January 14, Authorized a Construction Manager at Risk (CMR) contract with McCarthy Building Companies, Inc. for design phase services for the City Performance Hall on January 23, 2008, by Resolution No Authorized a contract with Oncor Electric Delivery Company on August 27, 2008, by Resolution No Briefed to the Quality of Life Committee on the City Performance Hall Garage on September 22, Authorized First Amendment to the Development and Use Agreement for the City Performance Hall Garage with the Dallas Center for the Performing Arts Foundation, Inc. on October 8, 2008, by Resolution No Authorized Second Amendment to the Development and Use Agreement for the City Performance Hall Garage with the Dallas Center for the Performing Arts Foundation, Inc. on December 10, 2008, by Resolution No Authorized Supplemental Agreement No. 1 to the contract with McCarthy Building Companies, Inc. for Construction Manager at Risk, Phase II Construction Services for the City Performance Hall on April 22, 2009, by Resolution No Agenda Date 12/14/ page 2

169 PRIOR ACTION / REVIEW (COUNCIL, BOARDS, COMMISSIONS) (Continued) Authorized Supplemental Agreement No. 2 to the contract with McCarthy Building Companies, Inc. for Construction Manager at Risk, Phase II Construction Services for the City Performance Hall on December 9, 2009, by Resolution No Authorized Supplemental Agreement No. 3 to the professional services contract with Corgan Associates, Inc. on December 9, 2009, by Resolution No Briefed to the Quality of Life Committee on AT&T Performing Arts Center accomplishments in the first 90 days on January 25, Authorized the Third Amendment to the Development Agreement with the Dallas Center for the Performing Arts Foundation, Inc. (DCPAF), transferring responsibility and funding for the construction of the streetscape infrastructure right-of-way improvements along Flora Street and South Jack Evans Street bordering the City Performance Hall and Garage Project from DCPAF to the City, on May 12, 2010, by Resolution No Authorized Supplemental Agreement No. 3 to the Construction Manager at Risk contract with McCarthy Building Companies, Inc. to construct streetscape infrastructure right-of-way improvements along Flora Street and South Jack Evans Street bordering the City Performance Hall and Garage Project, on May 12, 2010, by Resolution No Briefed to the Quality of Life Arts, Culture and Libraries Committee on the Progress Report on the City Performance Hall on October 17, FISCAL INFORMATION 2006 Bond Funds - $60,200 Design $ 491,600 Supplemental Agreement No. 1 $ 1,731,740 Supplemental Agreement No. 2 $ 2,223,340 Supplemental Agreement No. 3 $ 195,050 Supplemental Agreement No. 4 (this action) $ 60,200 Project Expenses $ 953,519 Fixtures, Furnishings and Equipment $ 200,000 Construction $32,116,886 Total Project Cost $40,811,122 M/WBE INFORMATION See attached. Agenda Date 12/14/ page 3

170 ETHNIC COMPOSITION Corgan Associates, Inc. African-American Female 4 African-American Male 8 Hispanic Female 20 Hispanic Male 21 White Female 94 White Male 136 Other Female 19 Other Male 8 OWNER(S) Corgan Associates, Inc. David J. Lind, Managing Principal Robert Morris, Managing Principal Jon Holzheimer, Managing Principal MAP Attached. Agenda Date 12/14/ page 4

171 BUSINESS INCLUSION AND DEVELOPMENT PLAN SUMMARY PROJECT: Authorize Supplemental Agreement No. 4 to the professional services contract with Corgan Associates, Inc. for design, construction documents, bidding and construction administration services for fixtures, furnishings, equipment and a catering kitchen for the City Performance Hall - Not to exceed $60,200, from $7,265,117 to $7,325,317 - Financing: 2006 Bond Funds Corgan Associates, Inc. is a local, non-minority firm, has signed the "Business Inclusion & Development" documentation, and proposes to use the following sub-contractor. PROJECT CATEGORY: Professional Services LOCAL/NON-LOCAL CONTRACT SUMMARY - THIS ACTION ONLY Amount Percent Local contracts $52, % Non-local contracts $7, % TOTAL THIS ACTION $60, % LOCAL/NON-LOCAL M/WBE PARTICIPATION THIS ACTION Local Contractors / Sub-Contractors Local Certification Amount Percent Agguire Roden Inc. HMMB50931Y1012 $7, % Total Minority - Local $7, % Non-Local Contractors / Sub-Contractors None TOTAL M/WBE PARTICIPATION This Action Participation to Date Amount Percent Amount Percent African American $ % $12, % Hispanic American $7, % $1,058, % Asian American $ % $ % Native American $ % $ % WBE $ % $836, % Total $7, % $1,906, %

172 MAPSCO. Inc. Mapsco45G