April 13, WHEREAS, the City recognizes the importance of its role in local economic development; and

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1 WHEREAS, the City recognizes the importance of its role in local economic development; and WHEREAS, on June 8, 2005, the City Council authorized the establishment of Tax Increment Financing Reinvestment Zone Number Eleven, City of Dallas, Texas ( Downtown Connection TIF District ) in accordance with the Tax Increment Financing Act, as amended, Chapter 311 of the Texas Tax Code, Vernon s Texas Codes Annotated (the Act ) to promote development and redevelopment in the Uptown and Downtown areas through the use of tax increment financing by Ordinance No ; as amended; and WHEREAS, on August 29, 2005, the City Council authorized the Downtown Connection Tax Increment Financing District Project Plan and Reinvestment Zone Financing Plan by Ordinance No ; as amended; and WHEREAS, the improvements and activation of Browder Street Plaza furthers the goals of the Downtown Connection TIE District Project Plan and Reinvestment Zone Financing Plan; and WHEREAS, the City is the owner of certain rights-of-way known as Browder Street Plaza Dallas, Texas ( Property ), in the Downtown Connection TIE District; and WHEREAS, the City of Dallas is completing construction of certain improvements within the Property; and WHEREAS, the City of Dallas desires that the Property become an active and wellmaintained part of downtown Dallas; and WHEREAS, BJZ1225 solicited proposals and statements of qualifications for Browder Street Plaza to construct, develop, and operate several small retail spaces in Browder Plaza, located in the heart of downtown Dallas; and WHEREAS, Hamilton DPL Development Inc. and Hamilton DPL, LP, now known as DPL Loan Holdings, LLC, ( Operator ) was determined to be the highest responsive and responsible bidder, demonstrating compliance with the specification, producing the strongest business proposal, complementing the surrounding environment, providing maximum activation of the space, and providing the maximum financial benefit at the lowest cost to the City and, therefore, was selected to perform their proposal; and WHEREAS, Operator has agreed to provide a maintenance program for public improvements and retail activation within Property in the Downtown Connection TIF District.

2 I 6Q530 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 hereby authorized to execute a management agreement with DPL Loan Holdings, LLC, for the management, operation, maintenance and retail activation of Browder Street Plaza for an initial term of ten years, with one ten year renewal option, for an estimated annual revenue amount of $11,500 (revenue share of 10% after Browder Street Plaza collections exceed $5,500 monthly). Section 2. That the Chief Financial Officer is hereby authorized to receive and deposit funds received from DPL Loan Holdings, LLC as follows: Fund DEPT UNIT REVENUE SOURCE 0044 FCC P Section 3. That in addition to the conditions set out in the Sections above, the management agreement is hereby expressly made subject to all of the following contingencies which must be performed or occur: A. Retail Activation. Operator shall use its best efforts to assure quality food truck and retail vendors operate on the Property during reasonable times of the day as the business climate warrants. 1. Retail Activation Start Date. Operator shall commence retail activation within sixty days of completion of the public improvements to Browder Street Plaza, as evidenced by a certificate of acceptance or similar documentation from the City. 2. Vendors Types and Schedule of Vendors. Operator shall encourage a diverse range of retail vendors, food vendors and food trucks, as allowed by zoning, on Property. ii. Hours of Operation. food vendors and food trucks shall be scheduled to encourage and provide services throughout the work week and weekends and shall operate a minimum of eighty (80) hours per month. Written verification of minimum hours of operation shall be provided to the Director of the Office of Economic Development or his designee ( Director ) on a monthly basis.

3 Additional Activities Additional activities, including, but not limited to live music beyond the food vendor hours of operation, and private gatherings of more than 50 people, shall require written approval, by the City. If required, Operator must follow City of Dallas Special Events Permit regulations. Written notification to City (DDI and neighboring buildings) shall be provided within 15 days of such event. Operator shall schedule a minimum of four (4) events or gatherings open to the public annually. ii Operator will ensure that the City of Dallas Noise Ordinance is being upheld on the Property and shall at all times be in compliance with all applicable City codes and ordinances, as amended, and all applicable State and Federal laws, rules and regulations, as amended. iii. Operator may assign all or part of the management agreement upon written approval from the Director. Such approval must be obtained at least seven days prior to such assignment. Such new operator must expressly assume all or a portion of the obligations of the Operator under the Project s management agreement for the balance term of the agreement and the assignment documents must be approved by the City. 4. Termination. Either of the parties may terminate for convenience on 90 days written notice if they so elect. 5. Vendor Contracts. Operator contracts with the vendors shall meet minimum standards provided by the City, in its sole discretion. B. Maintenance Obligations Operator shall be responsible for all costs and expenses associated with maintaining the Property. 2. Operator shall maintain the Property in a neat, clean, safe, and attractive condition. 3. Operator shall operate and pay for the operation of the existing irrigation system on the Property in accordance with any applicable sprinkler or water conservation ordinances, that are not covered by the City of Dallas.

4 Operator shall maintain and operate the irrigation system properly, efficiently, and safely. All repairs and modifications to the irrigation system shall be at Operator s expense. 5. Operator shall trim and maintain all lower limbs of mature trees on the Property to a minimum height of seven (7) feet over sidewalk areas to provide for safe foot traffic. 6. If any tree dies on the Property during the term of this Agreement, Operator shall replace, at its expense, that tree with a minimum four to six-inch caliper native Texas tree, or a tree allowed or specified by the zoning ordinance or City approved landscape plan applicable to the Property, during the next immediate planting season. Operator shall not be required to replace such trees at Operator s expense if the death was caused by work done on the Property by City or franchise utilities. 7. Operator shall remove all litter on the Property on a daily basis. This includes trash trapped in tree wells and any trash in any receptacles on the Property. 8. Operator shall maintain and replace, as necessary, all non-standard payers, bollards and sidewalks installed within the Property. Within the Property, Operator shall maintain a safe walking environment and shall cure any hazards of non-standard payers, bollards or sidewalk within 30 days. 9. Operator shall maintain and repair all electrical systems (outlets and lighting fixtures) and waterlines currently serving the Project improvements on the Property. 10. Lighting installed on the Property rights-of-way have been approved by City as standard downtown lighting, therefore City shall maintain and operate this type of lighting in the Property rights-of-way only. 11. Operator shall provide all materials, tools, and equipment necessary to the performance of this Agreement. Operator shall remove from the Property all materials, tools, and equipment used in maintaining the Property at the end of each working day or upon the request of the Director. 12. Operator shall exercise reasonable precautions for the safety of the Property and the protection of all persons making legal passage through the Property. 13. Operator may assign all or part of the maintenance obligations with written notification to the Director and such assignment must be acceptable to the Director.

5 C. Modification to Property 1. Operator may not make any material modifications to the improvements, facilities, or landscape design to the Property without the prior written consent and approval of the Director. 2. All plantings required to be replaced pursuant to this Agreement must be purchased and maintained at Operator s expense. 3. All improvements made to the Property, excluding the portion of the Property on Operator s property, if any, shall belong to and become the property of City upon installation. 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. App/EDBS CITY COUNCIL APR Ct\ secretary