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121568June 13, 2012

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

WHEREAS, on October 28, 1998, the City Council authorized the establishment of TaxIncrement Financing Reinvestment Zone Number Seven, City of Dallas, Texas (“SportsArena TIE 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”) topromote development and redevelopment through the use of tax increment financing byOrdinance No. 23688; as amended; and

WHEREAS, on May 23, 2012, the City Council conducted a public hearing and receivedcomments on amendments to the Sports Arena TIF District Project and ReinvestmentZone Financing Plans and authorized an ordinance amending Ordinance No. 23688,previously approved on October 28, 1998, and Ordinance No. 24002, previouslyapproved on August 25, 1999, to (1) add two new sub-districts within the Sports ArenaTIF District: (a) Riverfront Gateway Sub-district and (b) West Dallas Sub-district; (2)increase the geographical area of the Sports Arena TIE District to add approximately:(a) 4.5 acres to the Victory Sub-district (generally the original Sports Arena TIE Districtboundary); (b) 33 acres in the Riverfront Gateway Sub-district; and (c) 89.2 acres in theWest Dallas Sub-district; (3) extend the termination date of the Sports Arena TIE Districtfor a 10 year period from the City Council established termination date of December 31,2018, to December 31, 2028, for the Victory Sub-district and establish a terminationdate for the Riverfront Gateway and West Dallas Sub-districts of December 31, 2042;(4) decrease the percentage of tax increment contributed by the City of Dallas duringthe extended term of the TIE District and establish other taxing jurisdictions participationpercentages; (5) increase the Sports Arena TIE District budget from $25,498,568 NPV(approximately $46,961,785 total dollars) to $94,409,005 NPV (approximately$273,599,175 total dollars), an increase of $68,910,437 NPV (approximately$226,637,390 total dollars); (6) create an Economic Development TIE Grant Programwithin the District and adopt program guidelines; (7) make corresponding modificationsto the Sports Arena TIE District map, budget and Project and Reinvestment ZoneFinancing Plans by Ordinance No. 28672; and

WHEREAS, on August 25, 1999, the City Council authorized the Sports Arena TaxIncrement Financing District Project Plan and Reinvestment Zone Financing Plan byOrdinance No. 24002; as amended; and

WHEREAS, on May 24, 2012, the Sports Arena TIE District Board of Directors reviewedand recommended approval of TIE reimbursement for Anland GP, L.P., for theconstruction of a public parking garage at the northwest corner of the intersection ofVictory Avenue and Olive Street (the “North Parking Garage”) in an amount not toexceed $33,271,841; and

WHEREAS, on June 4, 2012, the Economic Development Committee was briefed andrecommended approval of TIF funding for the North Parking Garage in an amount notto exceed 3327i S4i: and

iUCIC!ME

June 13, 2012

WHEREAS, in furtherance of the Sports Arena TIF District Project Plan andReinvestment Zone Financing Plan and to promote within the Sports Arena TIE District:(1) development and diversification of the economy, (2) elimination of unemploymentand underemployment, and (3) development and expansion of commerce, the Citydesires to provide economic incentives to Anland GP, LR, for the North ParkingGarage in the Victory Sub-district of the Sports Arena TIF District; and

WHEREAS, the expenditure of TIE funds supporting this development is consistent withpromoting development and redevelopment of the Sports Arena TIE District inaccordance with the purposes for its creation, the City’s revised Public/PrivatePartnership Guidelines and Criteria, the ordinance adopted by the City Councilapproving the Project and Financing Plan, as amended, and is for the purpose ofmaking public improvements consistent with and described in the Project and FinancingPlan, amended, for the Sports Arena TIE District.

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 ishereby authorized to execute a development agreement with Anland GP, LP, and theCity of Dallas, on behalf of the Sports Arena TIE District for the North Parking GarageProject.

Section 2. That the Sports Arena TIE District Board of Directors is authorized todedicate future Sports Arena TIE District revenues, attributable to the VictorySub-district in an amount not to exceed $21,800,000, including interest in an amountnot to exceed $9,992,955, and a TIE Grant in an amount not to exceed $1,478,886 fora total incentive amount not to exceed $33,271,841 for project costs associated with theNorth Parking Garage to be constructed in the Victory Sub-district of the Sports ArenaTIE District, as shown in Exhibit A — North Parking Garage Budget. These costsrepresent the appraised value of the land plus actual, documented project costs fordesign and construction of the North Parking Garage including, but not limited todesign, engineering, construction management, professional services, paving,streetscape improvements (if any), environmental remediation, and an early partialreimbursement in the form of a TIE Grant.

Section 3. That Anland GP, LP., shall be eligible to receive the TIE Grant in an amountnot to exceed $1,478,886, as an early partial payment of the TIF Reimbursement toAnland GP, L. R, (Developer’) upon issuance of a building permit for the constructionof the North Parking Garage and submittal of a parking report by July 9, 2013, detailedin Section 6 below,

COUNCIL CHAMBER

12168June 13, 2012

Section 4. That the City Controller is hereby authorized to encumber and disbursefunds from future tax increments generated in the Victory Sub-district of the zone andsubject to future appropriations from:

Fund 0038, Department ECO, Unit P729, Object 4315, Activity SATI, Program No.SATIF0001, CT EC0P729H169-01, Vendor No. 518466, in an amount not to exceed$21 ,800,000; and

Fund 0038, Department ECO, Unit P729, Object 3018, Activity SATI, Program No.SATIF0001, CT EC0P729H169-02, Vendor No, 518466, in an amount not to exceed$9,992,955; and

Fund 0038, Department ECO, Unit P729, Object 3016, Activity SATI, Program No.SATIF0001, CT ECOP729H169-03, Vendor No. 518466, in an amount not to exceed$1,478,886; and

For a total not to exceed $33,271 ,841.

Funds may be shifted among categories, except the TIE Grant category, as long as thetotal TIE funding does not exceed $33,271,841.

Section 5 That nothing in the resolution shall be construed to require the City toapprove future dedications of Sports Arena TIE revenues (the “TIE Subsidy”) from anysource of the City funds other than the Victory Sub-district’s Sports Arena TIE DistrictFund. Any portion of the TIE Subsidy that remains unpaid due to lack or unavailability ofSports Arena TIE District Funds shall no longer be considered project costs of theSports Arena TIF District or the City and the obligation of the Sports Arena TIE Districtto pay Anland, GP, L.P., shall automatically expire.

Section 6. That in addition to the conditions set out in the Sections above, theDevelopment Agreement is hereby expressly made subject to all of the followingcontingencies which must be performed or occur:

A. Private investment of at least $15,000,000 for land acquisition, design andconstruction of the North Parking Garage.

B. Submission of draft preiiminary plans (including conceptual drawings of theproposed North Parking Garage highlighting the general location, elevations,entrances, exits, elevator and escalator locations and approximate parking spacecount) for the design of the North Parking Garage (the “Preliminary Plans”) tothe District’s Board of Directors, City Design Studio and Director for review,recommendations and approval within 60 days after Council approval of theNorth Parking Garage project.

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12168j012

Section 6. (Continued)

C. At Developer’s discretion, Developer will proceed with preparing finalconstruction drawings signed and sealed by a licensed professional engineer,architect, or landscape architect (the “Final Plans”) for submission to the City ofDallas and make application for a building permit for the North Parking within 12months after Developer’s receipt of approval of the Preliminary Plans from theDistrict’s Board of Directors, the City Design Studio and the Director.

D. Meeting all standard requirements for and applying for a building permit for theNorth Parking Garage by December 31, 2013, and commence constructionwithin 60 days after issuance of a building permit.

E. Meeting all standard requirements for and applying for a Certificate ofOccupancy (CC) on or before the earlier of 24-months following the issuance ofa building permit or March 1, 2016, which date may be extended up to 180-daysor longer if necessary to repair or restore the North Parking Garage in the eventforce majeure conditions delay completion of construction.

F. The North Parking Garage shall include new construction of a parking garagethat meets the following requirements:

a. Contain a minimum of 1,200 parking spaces; Maximum of 1,300 parkingspaces;

b. Maximum of 6 above-ground levels, and no more than 1 subsurface level;

c. Two 3,500 lb passenger elevators and one reversible escalator;

d. Located no more than 800 feet from the nearest public entrance to theAmerican Airlines Center;

e. All design and construction requirements in the Parking RightsAgreements, so that the number of parking spaces constructed in theNorth Parking Garage meet all applicable requirements in the ParkingRights Agreement to provide at least 1,200 dedicated parking spaces forevent parking for the American Airlines Center;

f. All design and construction requirements in the West Access RoadAgreements; and

g. Address primary design objectives provided by the City Design Studio,shown in Exhibit B and approvals from the District’s Board of Directors,City Design Studio and Director of Economic Development (“Director”) forthe North Parking Garage detailed in Section G below.

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121E38June 13, 2012

Section 6. (Continued)

G. City Design Studio shall review and make recommendations on the PreliminaryPlans, including the primary design objectives for the North Parking Garage.The City Design Studio and the Director will review any modifications to theapproved Preliminary Plans including final material selections. Further reviewwill not be necessary as long as the Districts Board of Directors, the City DesignStudio and the Director have approved the Preliminary Plans and the conceptualplans and primary design objectives included in the approved Preliminary Plansare fully incorporated into the Final Plans. Final Plans must be in substantialconformance with approved Preliminary Plans. The Preliminary Plans shallinclude conceptual drawings of the proposed North Parking Garage highlightingthe general location, elevations, entrances, exits, elevator and escalatorlocations and approximate parking space count and including the following:

a. Site Plan showing the location of parcel boundaries;

b. Pedestrian Lighting Plan for the sidewalk adjacent to the site and on thefaçade of the North Parking Garage facing the DART Plaza, using lightingacceptable to the City and spaced at approximately 75 feet unlessotherwise required by the City’s Public Works and TransportationDepartment;

c. Sidewalk Plan for the project. Sidewalks with high anticipated levels ofpedestrian traffic shall be designed to accommodate the traffic. Thesidewalks shall have a minimum 12 foot walking zone and a minimum 3foot landscaping and lighting zone, where possible. Landscaping andpedestrian lights shall be placed in the area closest to the back of curb forthe length of the sidewalk, The plan shall show the location and type of alllandscaping materials;

d. Elevations for all sides of the building visible from the public right of way,focusing on the ground floor. Special attention should be given to thefacades and ground floor space of the parking garage that face the DARTplaza and Victory Avenue;

e. Signage plan for the parking facility; and

f. Operational Plan for the parking facility including, but limited to plans forvehicular ingress and egress, vehicle queuing areas, pedestrianaccessibility throughout the site and to the American Airlines Center.

H. Victory Owner’s Development Review Board. A portion of the District is subjectto the Declaration of Covenants, Conditions and Restrictions for the VictoryDc’ e ‘Dtcr CCRs dated Occber 8 2C04 eera’l coe’na

VAirhnes Center and the Patinum Garane.

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12168June 13, 2012

Section 6. (Continued)

Under the Victory COPs, affiliates of Developer currently have the authority toappoint the board of directors for the Victory Owners’ Association, which in turnappoints members to the Development Review Board (the “DRB”). Article 10 ofthe Victory CCRs details the authority of the DRB, including the right to approveall plans and specifications for any improvements in the Victory Developmentand the right to select and employ professional consultants to assist it indischarging its duties under certain circumstances. As part of the design reviewprocess of all projects subject to the Victory CCRs, for so long as Developer orits affiliates retains control as the “Declarant” under the Victory CCRs (as definedtherein), Developer or its affiliate agrees to appoint at least one member of theCity Design Studio to the DRB for so long as the City Design Studio continues toact as a representative or consultant for the City of Dallas. The City DesignStudio will provide consulting services to the DRB at no cost to Developer or itsaffiliates, or to any applicable third party developer, for any parcels submitted forreview.

Developer shall submit to the Director a quarterly status report for ongoing workon the North Parking Garage, as well as public improvements, if any. Suchstatus reports will be due once every 3 months after the Council approval date.

J. Comply with the Business Inclusion and Development (“BID’) policy forMinority/Women-owned Business Enterprise (“M/WBE”) participation for TIEreimbursable improvements. Developer shall make a good faith effort to achievea goal of certified M/WBE participation of 25% of total expenditures for the NorthParking Garage, and meet all reporting requirements for each.

K. A Management/Operating Agreement between the City and a party acceptable tothe City must be executed for the operation and management of the NorthParking Garage during American Airlines Center event times, in form andsubstance satisfactory to the City. A separate Management/OperatingAgreement between the City and a party acceptable to the City must beexecuted for the operation and management of the North Parking Garage duringnonevent times, in form and substance satisfactory to the City.

L. The North Parking Garage has the potential to generate non-parking revenuefrom potential retail ready space adjacent to the DART Plaza and Victory ParkLane and advertising opportunities on the north and west sides of the garage.Subject to Developer’s existing signage rights within the District, the Cityreserves the right to negotiate management and programming of the retail spaceand advertising on the garage, along with revenue sharing with the Developer ata later date.

M. If necessary, the deadlines may be extended up to 6 months, subject to theDirector’s approval.

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121 68June 13, 2012

Section 6. (Continued)

N. Payment of the TIE Grant is subject to the issuance of a building permit for theNorth Parking Garage and submittal of a report to the City addressing parkingissues by July 9, 2013. The report shall consist of the following:

a. Detailed map of existing parking within the District that addresses and/ordepicts the following:

i. Surface parking lots in the District;

ii. Location of all types of parking (structured, surface or on-street) in theDistrict and its distance from the American Airlines Center andrestaurants on Victory Park Lane; and

iii. Number of spaces provided on each surface parking lot, parkinggarage and on-street parking.

b. Detailed map locating possible parking structures within the District thataddresses and/or depicts the following:

i. Locations of potential parking structures (D Block Garage, A12Garage, 2° North Garage);

ii. Estimated costs of construction of parking structures;

iii. Size (square footage of garage and land size) and number of parkingspaces provided for each parking garage; and

iv. Garage distance from the American Airlines Center and restaurants onVictory Park Lane.

c. Detailed map locating potential future private development within the Districtthat addresses and/or depicts the following:

i. Potential location and type (i.e. mixed use, multi-family) of eachdevelopment project;

ii. Number of units, square feet of retail, number of rooms in hotel andoffice space; and

iii, Estimated costs for each project.

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12168June 13, 2012

Section 6. (Continued)

d. Prior to payment of the TIF Grant, Developer, for itself and on behalf of itsrelated entities, will provide a general release approved as to form by the CityAttorney expressly waiving any and all obligations, contract claims, demandsand causes of action, if any, against the City involving the Continental Streetbridges or the Amended and Restated Parking Rights Agreement, for thebenefit of City and the American Airlines Center, and the Easement andParking Rights Agreement, for the benefit of the American Airlines Center,both of which are dated December 15, 1999 (collectively, the ‘Parking RightsAgreements”) so long as the City takes no action (other than the exercise ofrights expressly granted to the City under the Parking Rights Agreements,which exercise of rights by the City (i) shall be expressly permitted, and (ii)shall not constitute a defense by Developer to the enforceability of thegeneral release) that would preclude the all of the parking spaces in the NorthParking Garage from being kept open and available in partial satisfaction ofthe Minimum Parking Requirement under the Parking Rights Agreements.

Section 7. That should Anland GP, L.P., not perform one or more of the contingencieslisted above, the City Manager is authorized to terminate the development agreementand disallow the total TIE Reimbursement up to an amount not to exceed $33,271,841.

Section 8. 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.

CITY COUNCIL I

I JUN 1320t2

L L_

i215$q

Exhibit A

North Parking Garage TIF Reimbursement Budget

Budget Line Item AmountTier One Improvements

North Parking Garage $21 ,800,000Maximum Interest $ 9,992,955

Total North Parking Garage $31,792,955Economic Development TIF Grant $ 1,478,886

Total TIF Reimbursement Proposed $33,271,841

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