Avenue area pursuant to Ordinance No. 26798, authorized by

COUNCIL CHAMBER

I -

iiic /

February 23, 2011

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

WHEREAS, the City has established Tax Increment Financing Reinvestment ZoneNumber Fifteen. (“Fort Worth Avenue TIF District” or “District”) and established a Boardof Directors for the District to promote development or redevelopment in the Fort WorthAvenue area pursuant to Ordinance No. 26798, authorized by the City Council on June13, 2007, as authorized by the Tax Increment Financing Act, Chapter 311 of the TexasTax Code, as amended; and

WHEREAS, on March 26, 2008, the City Council authorized the Project Plan andReinvestment Zone Financing Plan for the Fort Worth Avenue TIF District by OrdinanceNo. 27129, as amended; and

WHEREAS, the Tax Increment Financing Act specifies that the governing body of a cityshall submit an annual report on the financial status of the district to the Chief ExecutiveOfficer of each taxing unit that levies taxes on real property in a reinvestment zone, anda copy of the report shall be forwarded to the Attorney General and the StateComptroller; and

WHEREAS, on December 16, 2010, the Fort Worth Avenue TIF District Board ofDirectors passed a motion accepting the FY 2010 Annual Report for Tax IncrementFinancing Reinvestment Zone Number Fifteen and recommending approval of same bythe City Council.

NOW, THEREFORE,

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

Section 1. That the FY 2010 Annual Report for Tax Increment Financing ReinvestmentZone Number Fifteen, (Fort Worth Avenue TIF District), City of Dallas, Texas, as ofSeptember 30, 2010, a copy of which is attached hereto (Exhibit A), and is herebyaccepted.

Section 2. That the City Manager is hereby authorized to submit the FY 2010 AnnualReport for Tax Increment Financing Reinvestment Zone Number Fifteen to the ChiefExecutive Officer of each taxing jurisdiction that levies taxes on real property in theDistrict; and to the Attorney General of Texas, and to the State Comptroller, as requiredby state law.

COUNCIL CHAMBER

110534E2Qi1

Section 3. That this resolution shall take effect immediately from and after its passagein accordance with the provisions of the Charter of the City of Dallas, and it isaccordingly so resolved.

Distribution: Office of Economic Development — Tenna Kirk, 5CSOffice of Economic Development — Sajid Safdar, 2CNOffice of Economic Development — Pam Thompson, 2CNCity Attorney’s Office — Barbara MartinezCity Attorney’s Office — Sarah Hasib

ppOVED BYcouc•

4 /

LFort Worth Avenue TIF District

FY2OIOAnnual Report

City of Dallas

110534Exhibit A

Office of Economic Development1500 ManIla Street, 2CN

Dallas, Texas 75201(214) 670-4551

www.dallas-ecodev.org/redevelopment

October 1, 2009 to September 30, 2010

Reinvestment Zone Number FifteenFort Worth Avenue

Tax Increment Financing District

110b3Exhibit A

110534Exhibit A - Fort Worth Avenue TIF District FY 2010 Annual Report

Table of Contents

Table of Contents 3Mission Statement 4District Accomplishments 4Value and Increment Revenue Summary 12Objectives, Programs, and Success Indicators 12Year-End Summary of Meetings and Council Items 15Pending TIE Items 18Budget and Spending Status 18FY2O11 Work Program 20Appendix: Einancials 21

:110534Exhibit A Fort Worth Avenue TIF District FY 2010 Annual Report

Mission Statement

The mission of the Fort Worth Avenue TIF District is to provide a source of funding forpublic infrastructure improvements necessary to enhance the real estate market for theFort Worth Avenue TIE District area. The Fort Worth Avenue TIE District represents theoutgrowth of the City of Dallas’ effort to provide a model for redeveloping urbancorridors to take full advantage of the Trinity River project, the signature SantiagoCalatrava bridges, and the undeveloped/underdeveloped land parcels near downtownDallas.

The Fort Worth Avenue TIE District was proposed in April 2007 to assist the creation ofa more sustainable mix of rental and for-sale residential property in the Fort WorthAvenue area. This shift will help to encourage the creation of more owner-occupiedresidential units and mixed-use development, the removal and redevelopment ofstructurally obsolete apartment complexes and retail centers, and the facilitation ofnecessary environmental remediation and redevelopment of the property near theTrinity River and downtown Dallas, as well as better trail and recreational connections.

The Dallas City Council established the Fort Worth Avenue TIE District by OrdinanceNumber 26798 on June 13, 2007. The Fort Worth Avenue District began to collect fundson January 1, 2008, and it is scheduled to terminate on December 31, 2029 (includingcollection of the 2029 increment in calendar year 2030 and any related matters to beconcluded in 2030) or when the budget of $69.4 million (2008 dollars) has beencollected. The City of Dallas and Dallas County are the two participating jurisdictions.The City’s participation essentially follows a bell curve, beginning with 0 percent in2008. It increases to 55 percent in 2009 and 2010, then 70 percent in 2011 through2013, then 85 percent for 2014 through 2020. It then decreases to 70 percent for 2021and 2022 and decreases to 55 percent thereafter. The County’s participation was 0% in2008 and increased to 55% in 2009 and thereafter.

District Accomplishments

The Fort Worth Avenue TIE District is generally bounded by commercial and multifamily residential properties along the Fort Worth Avenue corridor between the TrinityRiver and Hartsdale Avenue. The district encompasses underutilized and/ordeteriorated commercial, industrial, residential, and multi-family residential propertiesalong the Fort Worth Avenue corridor. The district contains a mix of uses, primarilycomposed of existing industrial and commercial structures, vacant and abandonedoffice structures, surface parking lots, and undeveloped property. Strengths of thedistrict include proximity to downtown and the future Santiago Calatrava bridges,planned transit service improvements, Coombs Creek, and the surrounding stable,single-family neighborhoods.

One project, the Belmont Hotel, was completed adjacent to the district in 2005. Severaladditional projects have begun or are expected to commence during the first few yearsof the district:

4

I np-cJ)

Exhibit A - Fort Worth Avenue TIE District FY 2010 Annual Report

La Reunion Town Center is a proposed$200 million development at the southwestand northwest corners of ColoradoBoulevard and Fort Worth Avenue, The firstphase is the Avalon at Kessler Park(formerly Fairways at La Reunion) a 198-unit senior living apartment communityadjacent to the mixed-use portion of thetown center. Construction was completed inAugust 2010 for a cost of $22 million.

Construction on the Orleans at LaReunion, 220 apartments in the towncenter, is planned.

Jack’s Backyard, at 2303 Pittman, receivedits certificate of occupancy from the City ofDallas in early 2009. The owners of thisnew restaurant recycled as much of theexisting building as possible and addedenvironmentally friendly elements such aslighting sconces made of brush found onthe site. With 5,600 square feet ofrestaurant space and 2,800 square feet ofpatio space, Jack’s offers traditional Texasfare and live music in the evenings. Totalvalue: $359,920.

McDonald’s, at 2747 Fort Worth Avenue,completed construction in 2009.

Rendering:. n Rachel, Inc

I O534Exhibit A - Fort Worth Avenue TIF District FY 2010 Annual Report

The first major redevelopment near thedistrict is the Belmont Hotel, immediatelyadjacent to the district on the north sideof Fort Worth Avenue. Originallydesigned and built in 1946 by architectCharles Dilbeck, the Belmont wascompletely renovated in late 2005. Totalcurrent taxable value: $2.1 million.

/

Construction at the new Comerica Bank, at2605 Fort Worth Avenue, was completed in2010.

Just west of the Belmont, the Villas atthe Belmont. range from $350,000 to$800,000 in price. Seven of the 34Mediterranean style villas are currentlyplanned or under construction, with 3homes complete. Total estimated valuewhen complete: $20 million.

The Merchant Homes at the Belmont,currently on hold, will provide 14 live/workunits priced from $450,000 to $720,000.Total estimated value when complete: $7million.

Exhibit A - Fort Worth Avenue TIF District FY 2010 Annual Report

SylvaniThirty (formerly known as ProjectLuke) is planned for the southeastquadrant of Sylvan and Fort WorthAvenue. The project is anticipated tolcontain approximately 200 residentialunits and 70,000 square feet of retail andrestaurant space. Total estimated valuewhen complete: TBD.

The Haley-Henman Gallery at 2335Hardwick Street opened September 9, 2007in a former printing shop. This 3,200 squarefoot gallery exhibits the diversity of localand regional artists in various media. Totalcurrent taxable value: $101,690

West of the Villas at the Belmont, the Flatsat the Belmont are currently on hold TheFlats will contain 60 for-sale condominiumunits and 6,500 square feet of retail spacein a four-story building. Total estimated

Rendering Options RE value when complete: $12 million.

SITE PLAN

#roject Loction Year $atus ntsISP 7Wcømplete

La Reunion Phase I:Courtyards at La

2201 Ft Worth Ave. Not set Approved 64 apartments $10 000,000ReunionAvalon at Kessler Parkj $6,500

(FKA Fairways at La 2600 Bahama Di 2010 Complete 198 apartments $22,000,000Reunion)

*AldiS 2505 Ft Worth Ave. 2011Under

, 16,895 sf retail $1,862,000ConstructionLa Reunion Phase II: 2300 Fort Worth 2012 Approved 220 apartments

$25 000 000 $4 700 000Orleans at La Reunion Ave. 25,000 sf retail ‘

La Reunion Town SWC Fort Worth Not set Planned —330 apartmentsCenter: future phases Ave & Colorado —50 townhomes TBD TBD

—100,000 sf retailSylvan Thirty Southeast corner of Not Set Planned 41,000 sf retail!

Fort Worth Avenue restaurant TBD TBDand Sylvan 200 apartments

Subtotaii—1,062 homes—183,000sf retail $58,862,000 $11,200,000

7

Exhibit A - Fort Worth Avenue TIE District

JFY 2010 Annual Report

Projects Within the Fort Worth Avenue TIF District Not Utilizing TIF Funding5Calendar

Project Location Year Status Units! SF2 IC

a u nvlack’s Backyard 510W Commerce 2008 Complete 5,600 sf restaurant $359,920

2,800 sf patioMcDonald’s 2747 Fort Worth 2009 Complete 4,938 restaurant $1,512,230

AvenueComenca Bank 2727 Fort Worth 2010 Complete 3,600 sf bank

Avenue $1 500,000rhe Vllas at the Belmont Fort Worth Ave & Under 34 homes

Sylvan TBD 1Construcbon $20,000,000Merchant Homes at the 919 Fort Worth Ave Planned 14 homesBelmont TBD J__,, 2,500 sf reta $7,000,000Ihe Flats at the Belmont 1007 Fort Worth Ave I Planned 60 condos

TBD 6,500sfretaU $12,000,000

Subtotal 108 homes13,338 sfrestaurant $42,372,150 $012,600sf retail

Projeots Adjacent to theFort Worth Avetue TIF

I__________________

Total 5,750 sf retail $2,144,460 $729,99567 hotel rooms (DCAD 2010)

‘All information updated as of September 30, 2010.Based upon either the TIF application or required minimum stated in the development agreement. May be updated for

2ompleted projects based on actual unit mix and square footage.Based upon 1) market value of comparable projects for anticipated projects, 2) private investment stated in the

leveIopment agreement for projects that are approved or under construction, or 3) DCAD market value for completedrojects (unless project has not yet been assessed).Principal amount not to be exceeded per the development agreement. TBD indicates that development agreement hasot yet been adopted. Asterisk indicates investment also includes interest not shown.Selected significant projects included. The Villas, Flats, and Merchant Homes at the Belmont are all part of the projectreviousiy called Diibecic Court, which received public infrastructure assistance as one iarge project.The developer for La Reunion sold the Brazos Bank Building site to Aldi to put in a grocery store. The development

greement was amended during the fiscal year to account for the change in ownershipTIF award contingent on completion of components of project including construction of Courtyards at La Reunion and

ulfiliment of affordable housing requirements.

Pr*c

Belmont Hotel

Smoke

Location

01 Fort Worth Ave

NWC Sylvan & FortWorth Ave

1JW

óarñiDtete

2005

2007

taêus

Complete

Complete

67 hotel rooms

5,750 SFrestaurant

—Ya1ue

$2,144,460

-

$370,00CPPP Funds& $359,9952003 Bond

Funds

The City and community partners have initiatives in and adjacent to the district thatbegan in FY 2010 or have been ongoing. Together, nearly $11 million in bond funding,

grant funding, and private funds have been raised for these projects. They will help to

support new mixed-use development, to create a vibrant neighborhood in the Fort

Worth Avenue corridor, and to increase recreational opportunities and connections to

the Trinity River Corridor and downtown

J3Exhibit A - Fort Worth Avenue TIF District FY 2010 Annual Report

The Coombs Creek Trail will connect Stevens Park, the Stevens Park Golf Course, theLa Reunion development, and the southern edge of the district to the Trinity River and theKaty Trail. Phase I, from Beckley Avenue to Sylvan Avenue, was completed in March,2009. The design contract for Phase II, from Sylvan Avenue to Stevens Golf Course wasawarded June 10, 2009. Completion for this phase is anticipated in November 2010.

Ill, to r through the Stevens Golf Cc , is c ir‘ in conceptuE

The Trinity Overlook, a pavilion and observation deck, completed construction at the TrinityLakes located at the southeast corner of the intersection of Beckley Avenue and WestCommerce Street, just east of the district, on October 29, 2008. This project was built with$248,815 in 1998 bond funds and a $100,000 donation from MetLife Foundation.

Trinity Overlook — renderingPhoto: City of Dallas

Overlook — completePhoto: City of Dallas

110534Exhibit A Fort Worth Avenue TIF District FY 2010 Annual Report

The West Dallas Signature project was selected for funding through the North CentralTexas Council of Governments (NCTCOG)’s Regional Transportation Council’sSustainable Development Program Call for Projects. This planning project will examinelinkages from the project area to the Trinity trail system, evaluate potential mass transitopportunities, and manage vehicular traffic in the area. The study will result in a masterplan to guide future development of sustainable linkages to downtown, the remainder ofWest Dallas, the Trinity River Project, and examine the viability of mass transitopportunities. The scope may include planning for necessary capital improvements. Theproject area is bounded by Singleton Boulevard to the north, the Trinity River levee tothe east, Interstate 30 to the south, and Sylvan Avenue to the west.

In addition to these projects, the City’s Public Works and Transportation Department isworking on a new design for the North Beckley Avenue and West Commerce Streetintersection, This $4.75 million project will help to relieve future congestion on NorthBeckley Avenue and includes upgraded storm sewer, water and sanitary sewersystems, wider sidewalks, street trees, street furniture, and pedestrian lighting. Inaddition, the project will re-use storm-water runoff for irrigation purposes.

Deedie and Rusty Rose have given $2 million, part of their $5 million donation to theTrinity Trust, to found the Dallas CityDesign Studio at City Hall. The studio worksclosely with those involved in the Trinity River Corridor Project, including developers,businesses, residents and other city departments, to enhance urban design in thecorridor. Architect and planner Brent Brown is the director, and urban planner LarryBeasley, known for his work in downtown Vancouver, is a special advisor.

In 2009 the Park Department began design for an $8 million renovation of the StevensPark Golf Course, adjacent to the district. Renovation plans include 1) erosion controlfor Coombs Creek, 2) renovation of the golf course to include drainage, bridgeconstruction, cart paths, etc. 3) irrigation improvements 4) construction of amaintenance facility. Construction should be complete by December 2011.

Activity

Coombs CreekTraH

Scope Status Investment

cost to date:

Source

To create a hike,bike, and joggingtrail systerri alongthe course ofCoombs creek as itwinds west ofdowntown.Phases I-Ill will runfrom BeckleyAvenue throughStevens GolfCourse.

2003 and 2006 BondPrograms

Undeiway.Phase I: Designbegan in May, 2006Constructioncompleted March2009.Phase II: Designbegan July 2009.Constructionanticipated tocomplete November2010Phase Ill: Designbegan July 2009

Phase I (totai):$394,896Phase II (total):$482,000Phase Ill (design)$20,020

Current budget:

$1,027,460:Ph I & II designand constructionPhase lll design

10

I 10534Exhibit A - Fort Worth Avenue TIE District FY 2010 Annual Report

Trinity Overlook Pavilion and Complete. $168,334 1998 bond fundsobservation deck at Construction startedthe southeast corner July 2008 and $100000 MetLife Foundation viaof Beckley and completed in the Trust for Public

I Commerce near the October 2008..

. LandTrinity Lakes

West Dallas Transit planning Under way. The $ 25406 West Dallas ChamberSignature Project project Citys Trinity River of Commerce

Office, incoordination with the

i City Design Studio.has begun work on $101625 Regional

J this project. Transportation Council

Sylvan Ave. Sylvan Ave. from Design. The Citys $1719379 2006 Bond Programreconstruction -30 service road Public Works and

to Ft. Worth Ave. TransportationDepartment (PWT)

Sylvan Ave. from has awarded an $ 2,552,600 2006 Bond Program

W. Commerce St. engineering contractto Singleton Blvd. for this project

Fort Worth Avenue Design and Design. Survey work Up to $200,000 2003 Bond FundsStreetscape engineering for is complete and theImprovements streetscape for four engineering contract

areas of West is awarded.Commerce and Fort Construction is notWorth Avenue from funded. StakeholderBeckley to meetings planned forWestmoreland. 201 1

N Beckley Ave. & Design, engineering. Design. Contract $450,000 for $1 million availableW. Commerce St and construction of awarded. design from 1998 bond funds;intersection intersection Construction start remaining funding I 80improvements improvements, planned for 2013 $4,300,000 for

including sidewalks and completion in constructionand street trees. 2015.

Beatrice Street (W. Design, engineering, Design. Design is $982,751 2006 Bond ProgramCommerce St. to and construction of 20% finishedW. Comstock St.) intersectionreconstruction improvements.

Fort Worth Avenue Street resurfacing Planned. This $323,032 2006 Bond Programfrom Edgefield to project is scheduledPlymouth to begin construction

in May2011 and totake eight weeks tocomplete.

Source

2003 and 2006 BondFunds. Stevens ParkGolf CourseImprovement Fundsand Golf ImprovementFunds

Activity Scope

Stevens Park GolfCourse renovation

Watives Adjacent to DistrictStatus

Design, engineering.construction, andinterim management

Investment

Planned. Thisproject is scheduledto be considered byCouncil onNovember 10. 2010and be complete byDecember 2011

Design: $835000Construction:$8.1 84.630

ii

I O4Exhibit A - Fort Worth Avenue TIF District FY 2010 Annual Report

Value and Increment Revenue Summary

The Fort Worth Avenue TIF District’s base tax value for 2007 was $86,133,447. Thisbase value reflects a boundary amendment approved in March 2008 and adjustments tothe base to reflect the final 2007 values of the parcels in the district. The district’s 2010assessed tax value, as determined by the Dallas Central Appraisal District, was$103,068,602. This represents an increase of approximately $16.9 million (19.7%) overthe assessed value of the base year (2007) value and an increase of approximately$5.4 million (5.5%) over the previous year. Although many properties fell in value,Avalon at Kessler Park rose by about $6 million, canceling out many of the losses Withthe participation of the City and Dallas County, this increase will result in the collectionof approximately $96,878 total in incremental revenue for the district.

Objectives, Programs, and Success Indicators

The final Fort Worth Avenue Project Plan and Reinvestment Zone Financing Plan wasadopted on March 26, 2008. The Final Project Plan addresses the followingdevelopment goals and objectives:

• Create additional taxable value attributable to new private investment in projects in theFort Worth Avenue TIF District totaling approximately $1,290,239,340 over the term ofthe district.

Completed projects have added approximately $8.5 million to the value ofthe district. Projects currently under construction are expected to generatean additional $50 million in added taxable value. Currently anticipatedprojects within the district may contribute approximately $150 million morein additional taxable value; however, many of these planned projects arecurrently on hold.

Actual values are up by approximately $17 million over the base. Thisincrease is approximately 1% of the goal for the area.

• Attract new, higher density, private development in the Fort Worth Avenue TIFDistrict totaling approximately 1,033,910 square feet of retail space and 9,444residential units including townhome, multi-family, single-family, andcondominium projects.

Construction has started at the Villas at the Belmont and has completedon A va/on at Kessler Park (formerly the Fairways at La Reunion). Whencomplete, these projects will add 34 single-family homes and 198 multifamily homes to the district. The projects under construction represent2.8% of the housing goal.


Planned projects within the district may add 209,000 additional square feetof retail space (20% of goal) and approximately 1,170 residential units(12% of goal).

• Focus on encouraging the redevelopment of properties in the Fort Worth Avenuecorridor to increase density and to provide enhanced urban design for the districtthat meets the intent of the Fort Worth Avenue Corridor Land Use and UrbanDesign Study and the requirements of the West Commerce Street/Fort WorthAvenue Special Purpose District (PD 714), adopted by Ordinance No. 25898 onFebruary 23, 2005, as amended.

The planned La Reunion Town Center will provide a pedestrian-oriented,dense, mixed-use development to replace low-density, two-storyapartment buildings.

The Villas at the Belmont, currently under development by Options RealEstate, will provide, at build-out, 34 new townhomes on previously vacantland near Sylvan Avenue.

The Flats at the Belmont and Merchant Homes at the Belmont, currentlyplanned by Options Real Estate Development, are expected to provide 60new condominium units and 14 new live/work units on land previouslyoccupied by one single-family house.

SyIvan Thirty, a mixed-use residential and retail development, is expectedto add 200 multi-family units and 41,000 square feet of retail on previouslyunder-utilized land.

The Coombs Creek Trait, Trinity Overlook, West Dallas Signature Project,Fort Worth Avenue Streetscape Improvements, reconstruction of WestCommerce and Beckley, reconstruction of Beatrice, and the Sylvan Planwill provide public infrastructure projects that comply with PD 714 andprovide wide sidewalks, street trees, and pedestrian amenities central tothe dense urban design as envisioned in the Urban Design Study and asrequired in PD 714. These projects add an additional $11,950,407 in nonTIF funds for district-related projects.

• Improve access and connections to the planned improvement of transit services,including a light rail or modern streetcar line, within the district.

The TIF board has appointed three members to design review committeethat will develop design guidelines for the district. These guidelines willcover both public and private design elements. This document isexpected to be completed by June 2011

I 0534Exhibit A Fort Worth Avenue TIF Disffict FY 2010 Annual Report

• Increase recreational opportunities and improve connections to the City of Dallastrails and open space system in the district, especially the Trinity River andCoombs Creek.

The proposed La Reunion Town Center project will connect to anextension of the Coombs Creek Trail. Phase / of the trail, from Beckley toSylvan. was completed in March 2009. Future phases will follow CoombsCreek, continue through Stevens Park Golf Course, and connect to theproposed La Reunion Town Center.

• Maintain the stability of local schools as redevelopment occurs in the housingmarket.

Leaders from the neighborhood schools have been invited to participate inthe TIF district meetings.

• Generate approximately $69 million (NPV; 2008 dollars) in increment over 21years, with up to 85 percent participation by the City and 55 percent participationby the County.

TIF increment collections began in tax year 2009, generatingapproximately $45, 602 total in incremental revenue for the district duringthe 2010 fiscal year. Another $96,878 is expected in the 2011 fiscal year.Avalon at Kessler Park, the McDonald’s, and Comerica Bank are completeand have begun to contribute to the TIF fund.

• Diversify retail and commercial uses in the district.

Together, the Aldi grocery store and the Orleans at La Reunion areplanned to contain 41,895 square feet of retail space. In addition, the CliffCafé re-opened as Smoke in September 2009 and retained restaurantspace in the district.

La Reunion Town Center is currently planned to provide additional retailspace.

Sylvan I Thirty is planned to contain a natural foods grocery store.

14


Year-End Summary of Meetings and Council Items

During the fiscal year from October 1, 2009 to September 30, 2010, the Fort WorthAvenue TIF District Board of Directors held 1 meeting.

The Board can consist of up to ten members, including five City of Dallas appointees,two Dallas Independent School District appointees, one Dallas County appointee, oneDallas Community College District appointee, and one Dallas County Hospital Districtappointee. On October 2, 2007, the Dallas County Community College District officiallywaived its right to appoint a representative to the Fort Worth Avenue TIE Board. Thisaction allows the City of Dallas to appoint a total of six members to the board.

During FY 2010 the Board members were: Randall White, city appointee and chairman(attended meeting); Deborah Carpenter, city appointee and vice chair (attendedmeeting); Scott Griggs, city appointee (attended meeting); JD Jasso, city appointee(attended meeting); J. B. Jones, city appointee (attended meeting); Pam Williams, cityappointee (attended meeting); Orlando Alameda, DISD appointee (attended meeting);Hector Flores, DISD appointee (attended meeting); and Rick Loessberg, Dallas Countyappointee (attended meeting). The Dallas County Hospital District has not appointed aboard member and has not waived its right to do so.

During the fiscal year from October 1, 2009 to September 30, 2010, the City Councilapproved 16 items associated with the Fort Worth Avenue TIE District:

On November 9, 2009 City Council approved Resolution 09-2825 authorizing (1)a public hearing to be held on December 9, 2009, to receive comments onamendments to the proposed City of Dallas submission of an application to theU.S. Department of Housing and Urban Development (HUD) for a CommunityDevelopment Block Grant (CDBG) Section 108 Guarantee Loan Program loan toincrease the loan amount from $5,100,000 to $5,300,000 to fund a loan forCourtyards at La Reunion, LLC for the acquisition of land located at 2201 FortWorth Avenue, change project scope of work from rehabilitation to demolitionand construction of new apartment units, and increase number of apartment unitsfrom 64 to 95 with a decrease from 64 to 59 apartment units deed restricted for15 years for affordability to families with incomes at 80% or less of Area MedianFamily Income as established by HUD; and at the close of the public hearing, (2)consideration of submission of an application to HUD for a CDBG Section 108Guarantee Loan Program loan to Courtyards at La Reunion, LLC in an amountnot to exceed $5,300,000.

November 9, 2009 City Council approved Resolution 09-2826 authorizing (1) apublic hearing to be held on December 9, 2009 to receive comments on theproposed City of Dallas submission of an application to the U.S. Department ofHousing and Urban Development (HUD) for a Community Development BlockGrant Section 108 Guarantee Loan Program loan in the amount of $10,350,000to fund a loan for Orleans at La Reunion, LLC for the acquisition of property at

15

-I


2300 Fort Worth Avenue and to fund an interest reserve, tenant relocation costsand site improvements for mixed-use development of 220 apartment units with44 apartment units deed restricted for 15 years for affordability to families withincomes at 80% or less of Area Median Family Income as established by HUDand retail space; and at the close of the public hearing, (2) consideration ofsubmission of an application to HUD for a CDBG Section 108 Guarantee LoanProgram loan for Orleans at La Reunion. LLC in an amount not to exceed$10,350,000.

On December 9, 2009 City Council approved Resolution 09-3017 authorizing apublic hearing to receive comments on the proposed City of Dallas submission ofan application to the U.S. Department of Housing and Urban Development (HUD)for a Community Development Block Grant Section 108 Guarantee LoanProgram loan in the amount of $10,350,000 to fund a loan for Orleans at LaReunion, LLC for the acquisition of property at 2300 Fort Worth Avenue and tofund an interest reserve, tenant relocation costs and site improvements formixed-use development of 220 apartment units with 44 apartment units deedrestricted for 15 years for affordability to families with incomes at 80% or less ofArea Median Family Income as established by HUD and retail and office space;and at the close of the public hearing, authorize (1) submission of the applicationto HUD for a CDBG Section 108 Guarantee Loan Program loan for Orleans at LaReunion, LLC in an amount not to exceed $10,350,000; and (2) the City Managerto submit the application and take necessary actions in connection with theapplication submission

On December 9, 2009 City Council approved Resolution 09-3018 authorizingpublic hearing to receive comments on amendments to the proposed City ofDallas application to the U.S. Department of Housing and Urban Development(HUD) for a Community Development Block Grant (CDBG) Section 108Guarantee Loan Program loan to increase the loan amount from $5,100,000 to$5,300,000 to fund a loan for Courtyards at La Reunion, LLC for the acquisitionof land and building located at 2201 Fort Worth Avenue, change project scope ofwork from rehabilitation to demolition and construction of new apartment units,and increase number of apartment units from 64 to 95 with a decrease from 64 to59 apartment units deed restricted for 15 years for affordability to families withincomes at 80% or less of Area Median Family Income as established by HUD;and at the close of the hearing; authorize (1) submission of the application asamended to HUD for a CDBG Section 108 Guarantee Loan Program loan forCourtyards at La Reunion, LLC in an amount not to exceed $5,300,000; and (2)the City Manager to submit the application as amended and take necessaryactions in connection with the application submission.

On January 13, 2010 City Council approved Resolution 10-0183 authorizing anamendment to the development agreement with Fairways at La Reunion, LLCand/or its affiliates, previously approved on January 28, 2009, by Resolution Nos.09-0286 and 09-0287. in Tax Increment Financing Reinvestment Zone NumberFifteen (Fort Worth Avenue TIF District) to: (1) extend the project deadline tobegin construction of the Courtyards at La Reunion from August 30, 2009 to

16


October 31, 2010 and to extend the project deadline to complete construction ofthe Courtyards at La Reunion from December 31, 2010 to February 29, 2012; (2)allow new construction in lieu of rehabilitation for the Courtyards at La Reunion;(3) replace Exhibit B-i, B-3, c-i, 0-3, and F with amended Exhibit B-i, B-3, C-iand 0-3; (4) remove the Brazos Bank Building and its associated Exhibits B-2, C-2, and F from the development requirements; and (5) amend the Fort WorthAvenue TIF Allocation Policy.

On January 13, 2010, the City Council approved Resolution 10-0145 authorizinga contract for the construction of storage bays and shelving for vehicle parts,fluids and accessories stored at the Police Auto Pound located at 1955 VilbigRoad - Jordan’s Weld Shop and Electronics, lowest responsible bidder of four.

On February 10, 20i0, the City Council approved resolution 10-0469 acceptingthe FY 2009 Annual Report on the status of Tax Increment FinancingReinvestment Zone Number Fifteen, (Fort Worth Avenue TIF District), submittedby the Fort Worth Avenue TIF District’s Board of Directors, and authorizing theCity Manager to submit the annual report to the chief executive officer of eachtaxing jurisdiction that levies taxes on real property in the District, and to theAttorney General of Texas, and the State Comptroller, as required by state law.

On February 10, 2010, the City Council approved Resolution 10-0479 authorizingSupplemental Agreement No. 1 to the professional services contract withMetropolitan Infrastructure, PLLC, for additional engineering and survey servicesfor Street Petition Group II (list attached) - Not to exceed $169,330, from$358,370 to $527,700 - Financing: 2006 Bond Funds 1) Ranier Street from MaryCliff Road to Montclair Avenue (N); 2) Riseden Drive from VVinding Rose Trail toHillcrest Road; 3) Westmount Avenue from Avon Street to Fort Worth Avenue 4)Westmount Avenue from Davis Street to Avon Street 5) Woodway Drive fromFountaindale Drive to Dead-End

On February 24, 2010, the City Council approved Resolution 10-0597 authorizeda public hearing to receive comments regarding an application for and anordinance granting an amendment to the conditions for the Subdistrict 4A and 4Bportions of Planned Development District No. 714, the West Commerce Street/Ft.Worth Avenue Special Purpose District, in an area generally bounded by bothsides of Ft. Worth Avenue between Bahama Drive and Colorado Boulevard.Recommendation of Staff: Approval, subject to staff’s recommended conditions.Recommendation of CPC: Approval, subject to revised conditions

- On March 10, 2010, the City Council approved Resolution 10-0728 authorizingthe re-adoption of the City’s current Public/Private Partnership ProgramGuidelines and Criteria to extend the Program from April 9, 2010 through June30, 2010 unless new Guidelines to the Public/Private Partnership Program areadopted before such date pursuant to the Property Redevelopment and TaxAbatement Act, as amended (V.T.C.A., Tax Code Chapter 312), and otherincentives intended to promote private investment, tax base growth and jobcreation.

534Exhibit A Fort Worth Avenue TIF District FY 2010 Annual Report

On August 11, 2010. the City Council approved Resolution 10-1 970 authorizingSupplemental Agreement No. 1 to the professional services contract with HuittZollars. Inc. for additional engineering and survey services for a thoroughfareproject on West Commerce Street from Fort Worth Avenue to Hampton Road.

On August 25, 2010, the City Council approved Resolution 10-2152 authorizingsupport for projects selected within the City of Dallas for the RegionalTransportation Council Sustainable Development Program and authorize the CityManager to negotiate agreements with the North Central Texas Council ofGovernments and private sector partners, where applicable. (This includes agrant for trail improvements near the planned La Reunion Town Center.)

a On August 25, 2010, the City Council approved Resolution 10-2156 authorizingan ordinance abandoning a portion of a fire lane, access and egress easement toFairways at La Reunion, LLC, the abutting owner, containing approximately 235square feet of land located near the intersection of Fort Worth Avenue andBahama Drive.

a On September 8, 2010, the City Council approved Resolution 10-2294authorizing Supplemental Agreement No. 1 to the professional services contractwith Arredondo, Zepeda & Brunz, LLC, for additional engineering and surveyservices for four street reconstruction projects.

Pending TIF Items

The Fort Worth Avenue TiF District is expected to review the following items during FY2010-2011:

• FY 2010 Annual Report for the Fort Worth Avenue TIF districto Amendments to the development agreements for both the first and the second

phase of the La Reunion Town Center project to extend the deadlines and modifythe terms of the agreements

• A TIF funding application for SylvaniThirty• Design guidelines for the district• Strategic planning for the district• Affordable Housing Policy• Fill a current vacancy on the Design Review Committee

Budget and Spending Status

Each TIF district, in the Project Plan and Reinvestment Zone Financing Plan,establishes a budget for the public improvement expenditures necessary to supportprivate investment in the district. The Fort Worth Avenue TIF District was established inJune 2007 and collected $45,602 in FY 2009. It is anticipated to collect approximately$96,878 in FY 2010.

18


The Fort Worth Avenue budget and spending to date is shown below.

Affordable housing

Fort Worth AueTibistrictProject Plan Budget (NPV, 2008 dollars)

Category TIF Budget*Public infrastructure improvements: paving, streetscape, water/wastewater,

$37 259 794storm sewer, utility burial/relocation, and land acquisitionAffordable housing $5,000,000

Environmental remediation & demolition $6,000,000

Parks, open space, trails, and gateways $6,000,000

Façade restoration $3,000,000

Economic development grants $10,000,000

Administration and implementation $2200000

Total project costs $69,459,794* As approved in the Final Project Plan and Reinvestment Zone Financing Plan.

Public infrastructure improvements: paving,streetscape, water/wastewater, storm sewer, utilityburial/relocation, and land acquisition

________

$79,037,099 $2,263,877 $76,773,222

$10,606218 $10,606,218

Environmental remediation & demolition $12727461 $2,185,000 $10,542,461

Parks, open space, trails, and gateways $12,727,461 $925,000 $11,802,461

Façade restoration $6,363,731 $0 $6,363,731

Economic development grants $21212436 $5,826,123 $15,386,313

Administration and implementation $4,334,643 $142,056 $4,192,587

Total project costs $147,009,049 $11,342,056 $135,666,993

*Budget shown above in current dollars, updated yearly: TIF Project Plan shows the budget in net present value.Values above do not include interest payments.

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FY 2011 Work Program

Pending items for the Fort Worth Avenue TIE District include:

• Encourage development projects within the district in accordance with the finalProject Plan and Reinvestment Zone Financing Plan.

• Develop a strategic implementation plan for the district to help identify potentialredevelopment opportunities and prioritize use of public investment within thedistrict.

• Develop design guidelines for the district.

• Develop an affordable housing policy for the district.

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I

Exhibit A - Fort Worth Avenue TIE Distrct FY 2010 Annual Report

Appendix: Financials

City of Dallas, Texas

Fort Worth Avenue Tax Increment Financing District Fund

Reinvestment Zone Number Fifteen

As of September 30, 2010

chapter 311016 of V.C,T.A requires the following inforrretion

as part of the annual report on the status of the TIF District

Information is contained in detail on the attached

financial staterrents

1, Amount and source of revenue in the tax increment fund established for the zone:

$374 Interest Incorre

$45602 Ad Valorem Taxes (Collected in FY2009-10 based on 2009 Certified Tax Roll)

$45977 Total Revenue

2. Amount and purpose of expenditures from the fund:

$43139 Adrrinistrative Expense

$0 Non aptal outlay

$43139 Total Expenditures

3. The Zone began reintursing the general fund for the TIE adrrrnistrative costs n fiscal year 2009-10.

4. a. Amount of Principal and Interest due on outstanding indebtedness:

Fort Worth TIE District has incurred no bonded indebtedness as of Septenter 30. 2010.

b. The Zone has entered into two developrrent agreenents with La Reunion Tow ncenter, LLC for La Reunion

Phase I and Phase II in an anount not to exceed $65M and $4.7M respectively with anticipated corrpletion in

June 2011 and April 2012 respectively

Exhibit A - Fort Worth Avenue TIE Distrjct FY 2010 Annual Report

5. Tax increment base and current captured appraised value retained by the zone:

Taxable Base Year Est Captured

Taxing Jurisdiction Value 2010 2007 Value Value 2010

City of Dallas $103 068 602 $86133447 $16935155

$103068602 $86133447 $16935155Dallas County

Dallas Independent School District

Dallas County Hospital District

Dallas County Corrrrunity College Dist,

$0 $0 $0

$0 $0 $0

$0 $0 $0

*2010 taxable value for participating taxing jurisdictions County values are approximate and

will vary slightly from the City value due to different exen’ption levels

**Based on prelirrinary Taxable Value. The final values will be deterrrined on February 01 2011

6. Captured appraised value by the municipality and other taxing units, the total am ount of the tax

increment received, and any additional information necessary to demonstrate compliance with

the tax increment financing plan adopted by the governing body of the municipality:

A. Estimated tax increrrnt shared by the municipality and other participating taxing jurisdictions’

****The District began collecting increment in fiscal year 2009-10.

B, The total armuntof estimated tax increment to be billed for the 2010 is shown above. For the 2009 tax

year, increment in the arrount of $45602 was received.

Taxing Jurisdiction

Assessment

Per $100

City of Dallas 043835

Dallas County 0 13371

Dallas Independent School District 0.00000

Dallas County Hospital District 0.00000

Dallas County Cornmnity College District 0.00000

Total for all Jurisdictions $0 57206

Participation rate for Dallas County is 0% for 2008 and 55% for years 2009 to 2028.

City of Dallas participates at variable rates as follows:

Tax Year Rate

Amount of

Estimated 2010

lncrement****

$74,235

$22 643

$0

$0

$0

$96,878

2008 0%

2009-2010 55%

2011-2013 70%

2014 2020 85%

2021 - 2022 70%

2023 - 2029 55%

1 0534Exhibit A Fort Worth Avenue TIE Distnct FY 2010 Annual Report

City of Dallas Texas


Balance Sheet as of September 30, 2010 (Unaudited)

With Comparative Totals for September 30, 2000.2008 and 2007

Tota assets

Labi tes and Fund Baance Defict

Liabilities

Accounts ur 8 contracts puyub e

Advan Os frorr dove opers

Accrued ir teest

Due to ger eral fund

Tote iabi ties

20 9 208

$2838 $0 $ $0

$0 $0 $0


Statement of Revenues, Expenditures and Changes in Fund Balance (Deficit)

For the Period September 30, 2010 (Unaduited)

With Comparative Totals for September 30,2009,2008 and 2007

Revenues

lTD 2010 2009 2008 2007

Note’ Fiscal year 200910 unaudited financial statements are based on preliminary 12th period close numbers and are subject

review by the City Controllers Office prior to approval by the City Council. In case of any resulting material changes TIF board

will be provided w th the updated financial statements

Rucedc,ash rdcasL equi alerts

teres re ervab n

Fund Balance (Deficit

Furd Balance (Deficitt

Total Liabi ities and Fund Equity

$2 838 $1 $0 $0

$0 $0 $0 $0

$9 $0 $0 $0

$0 $0 $0 $0

$98917 $98917 $46481 $20084

$98917 $98917 $46.481 $20084

($96079) ($98917) ($464811 ($20084)

$2 838 $0 $0 $0

$0 $0 $0 $0

Tax incree’nnt-Goeerinontal $35 667 $35 667 $0 $0 $0

Tax increnwnl hlergovernrmnta $9 935 $9935 $0 $0 $0

frnteresi incoirm $374 $374 $0 $0 $0

Grant from city $0 $0 $0 $0 $0

Net increase (decrease) ri fair value of investixonts $0 $0 $0 $0 $0

iota revenues

Expenditures

Adnmnisiralive expenses

Non-capita outlay

Capital outlay

hterest and focal charges

Tota expenditures

$45,977 $45977 $0 $0 $0

$142056 $43,139 $52437 $26397 $20084

$0 $0 $0 $0 $0

$0 $0 $0 $0 $0

$0 $0 $0 $0 $0

$142056 $43139 $52437 $26397 $20084

Eacess Deficiency) of Revenues over Expenditures $96 0791

Fund balance Dub it) at beginning of year

ax previous y reported

P8ior pe od estxtenwnt

Fund ba ance Deficit at bcginning of year

as restated

Fundbaance Defi it aterdof year

, $2838 $52 437) ($26 397) ($20 0841

$0 $98917 $46481) ($20084) $0

$0 $0 $0 $0 $0

$0 $98917 l$4648l $20084) $0

t$96.079) $96079) $98917 ($4648 ) $200841

2


City of Dallas, TexasFort Worth Avenue Tax Increment Financing District

Notes to Financial Statements for the Year Ended September 30, 2010

The measurement focus used for the TIF Zone fund is a flow of financial resources. Thefinancial statements are prepared using the modified accrual basis of accounting. Under themodified accrual basis of accounting, tax increment revenues and interest are recognized asrevenue when they become both ‘measurable’ and “available’ to finance expenditures of thecurrent period. Expenditures are recognized when the liability is incurred.

2. State statute requires that each taxing jurisdiction remit its ad valorem taxes to the Zone byMay 1 of each year (remittance to occur no more than 90 days after taxes for the jurisdictionbecome delinquent).

3, The Zone’s cash balances are invested in the City’s investment pool and earn pro ratainterest. The City invests in U.S. Treasury and Agency securities with maturities which areless than five years and money market mutual funds rated Aaa or AAAm. The weightedaverage maturity of the portfolio is less than 365 days.

4. The Zone’s Financial Plan permits expenditures not to exceed $4,334,643 over the life of theTIF to reimburse the City for administrative costs. The Zone incurred $43,139 inadministrative costs for fiscal year 2009-10 and began reimbursing the general fund. Anyfuture remittance for administrative expenses would come from excess cash as tax incrementrevenue increases as a result of increased assessed values.

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Documents

Avenue area pursuant to Ordinance No. 26798, authorized by