A $8-Million Lawsuit Involving Affordable Housing, Downtown Dallas and A Former Council Member

FILED
AM
9/13/2019 10:46
JOHN WARREN
F.
COUNTY CLERK
DALLAS COUNTY
CC-1 9-05721 -A
CAUSE NO
HAMILTON ATMOS LP and § IN THE COUNTY COURT OF

CITYSQUARE HOUSING, §
§
Plaintiffs, §
§
v. § DALLAS COUNTY, TEXAS
§
CITY OF DALLAS, §
§
Defendant. §
§ COURT NUMBER
PLAINTIFFS’ ORIGINAL PETITION
Plaintiffs Hamilton Atmos LP and CitySquare Housing files this Original Petition against
Defendant City 0f Dallas and would respectfillly show the Court as follows:
I.
DISCOVERY CONTROL PLAN
1. Plaintiffs intend to conduct discovery in this case under Level 3 0f Texas Rules 0f
Civil Procedure because the issues in dispute are complex and the claims will be better resolved
in accordance With a discovery plan specifically tailored by the Court for the disposition 0f this
case.
II.
PARTIES
2. Plaintiff Hamilton Atmos LP (“Hamilton”) is a Texas limited partnership with its
principal place 0f business at 311 S. Harwood St., Dallas, Dallas County, Texas 75201.
3. Plaintiff CitySquare Housing is a Texas nonprofit corporation with its principal
place of business at 5 11 N. Akard Street, Suite 301, Dallas, Dallas County, Texas 75201.
PLAINTIFFS’ ORIGINAL PETITION PAGE 1 0F 20

4. Defendant City of Dallas is a Texas municipal corporation whose office for service
and principal place of business is located at 1500 Marilla St, Dallas, Dallas County, Texas 75201.
It may be served With process by serving its registered agent City Secretary Bilierae Johnson at
the City Secretary’s Office, 1500 Marilla St., Room 5 D South, Dallas, Texas 75201.
III.
JURISDICTION AND VENUE
5. This Court has jurisdiction over this case because the damages sought are Within
the jurisdictional limits of the Court and the City of Dallas has unambiguously waived immunity
to suit for breach of contract claims. TEX. LOC. GOV'T CODE ANN. § 27 1 . 1 52; Dallas County Hosp.
Dist. v. Hospira Worldwide, Ina, 400 S.W.3d 182, 185 (Tex. App.—Da11as 2013, no pet). Plaintiff
Hamilton seeks monetary relief over $1,000,000.
6. Venue is proper in this Court because Dallas County is the county in which all or a
substantial part of the events or omissions giving rise to Plaintiffs’ claims occurred, because Dallas
County is the county 0f City 0f Dallas’s principal office in Texas, and because Defendant City 0f
Dallas resides in Dallas County, Texas. See CIV. PRAC. & REM. CODE §§ 15.002(a)(1-3).
IV.
FACTS
THE PROBLEM OF AFFORDABLE HOUSING IN DALLAS
7. The City 0f Dallas is in an existential crisis. Despite robust economic growth, the
city’s prosperity is unavailable t0 the maj ority of its residents. Its median wages are the lowest of
any city 0f more than a million residents in the United States. Large swaths 0f the city are losing
population. The city’s Racially and Ethnically Concentrated Areas of Poverty (“RECAP”) have
more than doubled Since 1990. See Matt Goodman, Dallas Isn ’t
Helping its Poorest Residents
Escape Poverty, and Neither Are Its Neighbors, D MAGAZINE (NOV. 6, 2018),

https://www.dmagazine.com/frontburner/2018/11/dallas-isnt-helping-its-poorest-residents-
escape-poverty-and-neither-are-its-neighbors/. One recent study by the Urban Institute found
Dallas to be literally the least inclusive city in the nation at 274th out of 274.
8. One of the central causes for this crisis is the lack of affordable housing in areas of
high opportunity. Dallas spent lots of money over the years on affordable housing, but its attitude
toward keeping those in need of opportunity in certain areas of town resulted in the radical re-
segregation of the city over the last twenty years concentrating poverty in areas of town where we
would apparently prefer to send police rather than education or infrastructure.
9. Recent examinations by Opportunity Dallas and Inclusive Communities Project
(“ICP”) of the city’s inability to lift its poorest residents out of poverty have pointed to
desegregation and building affordable housing in high opportunity areas as key interventions to
prevent the growth of poverty in Dallas. See Housing Policy Recommendations, OPPORTUNITY
DALLAS, https://www.opportunitydallas.org/policy-recommendations (last visited Sept. 9, 2019);
Building Inclusive Communities, INCLUSIVE COMMUNITIES PROJECT,
https://www.inclusivecommunities.net/building-inclusive-communities/ (last visited Sept. 9,
2019).
10. The city’s recalcitrance to building mixed income neighborhoods ultimately led to
the Federal Department of Housing and Urban Development (“HUD”) threatening to force Dallas
to repay misspent federal funds and to cut off all future housing dollars. The city is still under the
terms of a 2015 Voluntary Compliance Agreement strictly controlling its federal housing spending.
See DEP’T OF HOUSING AND URBAN DEV., VOLUNTARY COMPLIANCE AGREEMENT BETWEEN THE
UNITED STATES OF AMERICA AND THE CITY OF DALLAS (2015),
http://dallascityhall.com/departments/fairhousing/DCH%20Documents/pdfs/dallas-hud-
PLAINTIFFS’ ORIGINAL PETITION PAGE 3 OF 20

executed-vca.pdf. Every few months the media bring us stories of malfeasance in the city’s
Housing Department and of millions of dollars stolen, misspent, or missing. See Jim Schutze, HUD
City Hall Probe to End with Findings of Wrongdoing and Fakery, DALLAS OBSERVER,
https://www.dallasobserver.com/news/hud-probe-of-dallas-city-hall-will-wind-up-soon-with-
corruption-findings-10521451 (Mar. 29, 2018).
11. As it turns out, putting all of the subsidized, affordable housing in the same parts
of the city is exactly the same thing as concentrating poverty, and because Dallas’s impoverished
residents are disproportionately people of color, it’s also exactly the same thing as re-segregating
the city. Dallas’s uses of federal and state housing subsidies to concentrate poverty is so notorious
that it forms the basis of both the United States Supreme Court’s most recent opinion on disparate
impact and HUD’s regulations regarding the deployment of such funds.
THE PROMISE OF DOWNTOWN
12. The news about Dallas’s treatment of affordable housing is not uniformly bad,
though. As Dallas’s downtown lost its leadership as an employment center after Texas’s oil,
banking, and real estate crashes of the 1980s, the silver lining that emerged was large buildings
deemed by office brokers to be obsolete.
13. These former office towers could no longer attract the employer tenants that had
spurred their development, but putting residents in them held the promise of renewed life for the
vacant structures, housing near employment opportunities for those in need, and most importantly
for this case, massive increases in tax base for the city.
14. Older buildings challenge developers. No two projects work the same way, which
prevents developers from exploiting common materials, design, and construction techniques.
These are advantages developers operating in the suburbs hold over urban competitors. Interior

office layouts cannot be easily converted to residences. Streetscape improvements and expensive
amenities such as swimming pools are critical to attract residential tenants. Dallas’s downtown
was never built for residents.
15. Dallas’s downtown additionally had suffered reputational damage as the city
neglected its development and redevelopment in the ‘80s and ‘90s. The result was that private
capital was reluctant to enter downtown preferring Uptown and the suburbs, and while those places
have many enviable aspects, affordable housing isn’t one of them. Dallas needed risk tolerant,
creative developers to invest in downtown, and those developers were going to need specialized
financing tools to do so.
TAX INCREMENT FINANCING: An Irreplaceable Tool for Redevelopment
16. Most of the redeveloped buildings that have brought so much vibrance to
downtown today utilized the National Parks Service’s historic tax credit program, and the later
ones use the state’s similar tax credits. Recently, Texas’s Property Assessed Clean Energy program
has provided affordable financing to modernize building mechanicals. But by far the most
important public component of downtown developers’ capital stacks has been the Tax Increment
Financing (“TIF”) program. See Tax Increment Financing, DALLAS ECONOMIC DEVELOPMENT,
https://www.dallasecodev.org/358/Tax-Increment-Financing-Districts (last visited Sept. 10,
2019). Though administered by the city’s Office of Economic Development, the TIF that has most
elevated development in downtown is the Downtown Connection TIF that was initiated and
formed by downtown’s landowners themselves. Downtown Connection TIF District, DALLAS
ECONOMIC DEVELOPMENT, https://www.dallasecodev.org/416/Downtown-Connection-TIF-
District (last visited Sept. 10, 2019).

17. Tax Increment Financing is a state-authorized economic development tool that
evaluates the increase to the city’s tax base that is the result of new development within a defined
area and then makes those incremental gains in tax revenue available as incentives within that area.
The theory is that the increased tax revenue results from the private development and so can be
used to stimulate private development. Without these important gap-closing dollars, it is safe to
say that Dallas’s downtown would have continued vacancies, a fraction of its residents, and
perhaps none of its recently recruited, high-paying employers.
18. Because TIF diverts tax dollars from the city’s general fund, powerful, transparent,
and exacting controls must be put in place to ensure that the funding is used to accomplish the
city’s goals as first priority. City Council has strictly complied with state law in approving TIF
districts and has laid down strong policy guidelines requiring, among other things, affordable,
mixed-income housing in exchange for TIF dollars. City staff has erected a labyrinthine
superstructure of regulations governing applications for TIF dollars, awarding of the funds, and
the timing and priority of distribution. And for added oversight, Council empowers an appointed
board for each TIF to evaluate and manage the districts on a granular level. The members of the
Downtown Connection TIF board who made the grant at issue here are some of the most
sophisticated housing advocates, architects, developers, and investors ever gathered to administer
a TIF.
19. In other words, a developer qualifying for TIF funding in the Downtown
Connection TIF will have endured an extraordinarily exacting process and will have committed to
a development specifically designed to meet the city’s needs. The financing structures that are
necessary to be successful on a historic redevelopment project in downtown Dallas can, and
usually do, comprise complex stacking of funding sources. These can include private capital, debt,

commercial and private loans, tax credits, limited partner contributions, and public investment.
The failure of any one of these sources to come through on an individual project, or even a delay
in capital availability, can spell ruin for the developer and extended vacancy for the city.
HAMILTON RESCUES THE ATMOS COMPLEX
20. While the city fought HUD and squandered federal funds, some Dallas developers
have for years sought to do the right thing, follow the rules, and provide desperately needed
affordable housing in areas where its residents will have easy access to jobs, education, and
transportation.
21. Hamilton Properties is Plaintiffs’ developer, a veteran of downtown
redevelopment, and one of the city’s foremost providers of affordable, mixed-income
developments. By the late ‘00s, Hamilton Properties had delivered the Davis Building, Dallas
Power & Light, Mosaic, and Lone Star Gas Lofts, all successful uses of TIF awards, and was
looking for another acquisition opportunity in downtown.
22. Atmos Energy vacated its complex between St. Paul and Harwood sometime
around 2005. The buildings in this complex were built over the course of several decades as Atmos
and its predecessor entities changed and grew. The vacant grouping of buildings—known
collectively as the Atmos Complex—presented a unique redevelopment challenge because the
physical development problems presented by one historic building are only multiplied when a
developer seeks to repurpose multiple structures from different historical periods. Plaintiffs and
Hamilton Properties tackled the challenge.
23. Hamilton signed the first of the development agreements for the project on March
31, 2009. Underlining the challenge of the project, Hamilton acquired the property from a rival

developer that had been unable to develop it in accord with a time-limited agreement with
Defendant.
24. The affordable housing standard typically required by the city in the Downtown
Connection TIF district prior to this project was that 10% of the units in a multifamily building
would be set aside for moderate-income affordable housing. Moderate-income, as that term has
been used by the city’s Housing and Economic Development Departments, means the least
affordable threshold at which HUD will still recognize the units as affordable for purposes of
meeting the city’s duty to affirmatively further fair housing. The tenants are not desperately poor;
in fact they make 80% of the Area Median Income or about $43,000.00 last year.
25. The city’s duty to affirmatively further fair housing is complex and involves many
other aspects that the city has historically failed to fulfill, but for purposes of this issue, it is the
number of affordable units and the income level of the residents that matters. By allowing the
previous owner to proceed with the project using TIF funds and only provide 10% of the building
for affordable housing is exactly the kind of lenience on the part of the city that ultimately resulted
in the protracted conflict with HUD and the city’s forced agreement to a Voluntary Compliance
Agreement with HUD’s Office of Inspector General.
26. As the development proceeded in the teeth of the Great Recession, Hamilton
conceived of an idea to ensure the success of the Atmos project while providing even greater
affordable housing benefits to the city. Hamilton proposed to increase its own investment in the
project if the city would approve a small increase in the TIF award and a HUD-funded grant. In
exchange, Hamilton would substantially increase the number of affordable units.
27. Of greater benefit for low-income Dallas residents, Hamilton proposed to offer 107
of these units at low-income rents. Low-income, as that term has been used by the city’s Housing

and Economic Development Departments, means residents making 60% or less than the area’s
median income. These are people and families who would be mathematically unable to pay for
necessities such as health care or even adequate family nutrition without affordable housing with
rents at a deep discount to the market. Far from shying away from Dallasites in these
circumstances, Hamilton sought a way forward to provide a beneficial development for downtown
in the most challenging economy to house our vulnerable neighbors.
28. In May of 2011, the city agreed to Hamilton’s enhanced affordable housing
proposal, and Hamilton proceeded to develop and deliver the most radically mixed-income
residential project in Dallas to that date. Hamilton then brought in CitySquare Housing’s
(“CitySquare”) predecessor entity as a development partner because of CitySquare’s deep
experience with Low Income Housing Tax Credits on which the newly conceived project would
partially rely.
29. Phase 1 of the project was substantially complete in August of 2012, and Phase 2
was delivered in September, 2014. Since that time, Hamilton has provided the desperately needed
affordable housing it promised in coordination with the city’s departments of Fair Housing,
Housing, and Economic Development and in compliance with all the terms of the development
agreement with the city. The Economic Development Department conducted an audit of the project
90 days after completion and certified, as required by the development agreement, that all
conditions precedent to Hamilton’s right to collect its TIF award had been met. All of the data
confirming the continual provision of affordable housing since the complex was first leased up
have been periodically provided to the city.

30. With the introduction of over 100 new units into the Downtown Connection TIF,
Plaintiffs are providing more affordable housing than the other TIF recipients combined while
using just over 5% of the total TIF funds.
TAX INCREMENT FINANCING: The Long Wait for Payment
31. Providing affordable housing is not inexpensive for apartment operators and
developers. Each dollar discount in market rent is an impact to the bottom line every single month
over the entirety of the affordability period, the shortest of which is 15 years. In the current market
downtown, offering one affordable unit at the least affordable 80% AMI threshold could easily
result in $180,000 of lost revenue over the life of the property.
32. Even if we could conjure the most magnanimous developer, charity alone will not
produce affordable units. Investors set their return expectations on market rents, and lenders
actually require borrowers to promise to charge what the market will bear. In short, there is no
affordable housing without public participation.
33. TIF spurs affordable housing while causing the city the least amount of pain. The
taxes incentivizing the development come from the investments in the TIF district themselves; so
there is a diminished vulnerability to charges of giveaways or waste. In order to further guard
against misspending the public’s resources, the city makes TIF applicants run a gantlet of onerous
financing documentation and underwriting requirements, and as is clear from the development
agreements at issue here, the city demanded serious, material benefit to the public before any TIF
award was paid.
34. The priority and timing of the payment of TIF awards demonstrates the difficulty
of becoming a successful TIF awardee. Because the city is prohibited from leveraging TIF dollars
by paying awards before the tax base has verifiably increased, TIF awards are often not due for

payment for ten years or more after an awardee’s project is complete. The board for the TIF at
issue in this case set forth a complex system for determining when TIF funds would be paid. The
complexity was necessary to accomplish two goals: 1) ensure the increase in tax base could pay
the awards and 2) pay successful applicants in an equitable order.
35. TIF districts are not risk-free propositions for the applicants and awardees. If a
district’s tax base doesn’t rise or if it doesn’t rise as much as projected, the last TIF awards in the
queue will not be paid. If a board sets an inequitable payment priority or if city staff pays the
awards out of order, a deserving awardee may be stiffed or short paid. Tax increment, the increase
in taxable value, is never calculated based on how much developers spend but only on the fair
market value of the district as a whole. If developers fail to convince the market that values have
risen or if one land owner devalues the district through inappropriate use of a property, the new
investment might not produce as much tax base growth as anticipated. These risks are spelled out
in the development agreements Dallas requires of TIF applicants and are just more risks Plaintiffs
braved.
36. In the case of the Downtown Connection TIF, and to all our good fortune, the
redevelopment of downtown has been successful, especially when measured by increase in tax
base. The TIF board’s payment priority policy was made an effective amendment to Hamilton’s
development agreement with the city and lists all the projects ahead of Atmos in the queue and the
conditions under which city staff can be assured that the TIF district has produced enough
increment for Hamilton’s TIF award to be paid. Again happily, all those other awardees have been
paid, and the TIF is currently more than adequately funded to pay Hamilton’s award some seven
years after Hamilton started providing one of the largest sources of affordable housing in the city.

And for those seven years, Hamilton has absorbed the monthly foregone revenue described above
while patiently waiting on its award.
THE CITY WELSHES ON THE DEAL
37. Because the queue for payment and the balance of available funds are public record,
Plaintiffs began inquiring with the city about payment when it became obvious that the award was
owed in the summer of 2018. After multiple inquiries from Plaintiffs, the city finally responded
with three separate letters on the same day alleging a variety of bogus defaults it claimed prevented
the payment of the TIF award. All of the ostensible defaults alleged by the city were drawn from
data continuously provided to the city by Hamilton for years, and none of the ostensible defaults
are actual, contractual conditions precedent to the city’s duty to pay the TIF award.
38. More troubling is that the city’s alleged defaults would result in awful outcomes
for the affordable housing tenants if Plaintiffs were to comply with the city’s requests. For instance,
one of Plaintiffs’ affordable housing tenants qualified for an affordable unit but later got a raise.
The city claims, in contradiction of federal housing regulations, that this poor tenant’s hard work
to improve his income required Plaintiffs to immediately evict him. This is not how federal housing
regulations work.
39. Plaintiffs had many informal communications with city staff attempting to work
through what Plaintiffs assumed must be a kind of misunderstanding. Ultimately, calm discussion
failed, and Hamilton was forced to send the city a notice of default in compliance with the default
provisions of the development agreement on June 7, 2019, and making written demand for its TIF
award.
THE DANGER TO THE CITY

40. The city’s reckless action in refusing to pay Plaintiffs a presently due and owing
TIF award endangers the city and its residents in a number of ways.
41. First, the city is in violation of its duty to affirmatively further fair housing under
federal housing law and regulations as well as the 2014 Voluntary Compliance Agreement with
HUD. The duty to affirmatively further fair housing, again, is a complex duty encompassing many
obligations, but for cities like Dallas with an acute shortage of affordable housing, diligent pursuit
of more affordable housing may be the most important.
42. The VCA was a compromise reached between the city and HUD after HUD’s OIG
had concluded after an extensive investigation that the city had systematically discriminated
against minority residents by concentrating them in poverty-stricken areas and explicitly refusing
to build affordable housing in areas of high opportunity.
43. The regulatory danger the city has placed itself in is that a motivated HUD could
easily pursue the city for breaches of its duties and breaches of the VCA. The federal government’s
remedies in cases like these include repayment of federal housing funds and reducing or ceasing
future funding.
44. The bigger danger, though, is the message the city is sending to developers and
builders who might otherwise be tempted to propose housing projects that can begin to heal the
historical divisions in our city. Even apart from TIF funding, if Plaintiffs can be treated this way
after providing so much affordable housing, who will ever rely on the city’s promises to help
develop affordable housing again?
THE DANGER OF IRREPARABLE HARM TO HAMILTON
45. More pressing is the issue of what will happen to Hamilton’s TIF award if it is not
paid in order and in compliance with the board’s explicit prioritization policy. As discussed above,

TIFs are never guaranteed t0 provide the incentives we hope they do. If a deserving project is
inappropriately sidelined and scheduled for a payment in the fixture, the wasting fund of the
increment becomes subject t0 the claims 0f lower priority awardees in the queue. By the time the
city can be convinced to pay Plaintiffs what it owes, there is a real risk that the Downtown
Connection TIF could be underfunded t0 fulfill the award or may even have been shuttered.
46. T0 guard against this risk 0f irreparable harm, Plaintiffs require the Court’s help in
the form of a Temporary and Permanent Injunction prohibiting the city from making any further
transfers out 0f the TIF until Plaintiffs’ award is paid and from further Violating the board’s
prioritization policy. Further details are pleaded below in Plaintiffs’ Petition for a Temporary and
Permanent Injunction.
47. Plaintiffs are now faced With the sad prospect 0f being forced t0 petition this Court
for assistance in collecting a presently due and owing debt by compulsion from a city that by
federal mandate, by state policy, and by city council policy should be an eager partner in providing
shelter t0 our neighbors Who need it the most.
V.
COUNT 1 — BREACH OF CONTRACT
48. In May of 201 1, Hamilton and Dallas executed a valid and enforceable written
contract in the form of the First Amendment to the Development Agreement. Hamilton attaches a
copy 0f the contract as Exhibit A and incorporates it by reference.
49. On February 15, 2013, the city and the Plaintiffs executed a valid and enforceable
contract in the form of a Partial Assignment to Development Agreement and the city’s Consent
thereto. These agreements are attached as Exhibit B and incorporated by reference.
50. These contracts provided that Plaintiffs would provide the improvements described
therein along with the affordable housing discussed above in exchange for certain incentives

totaling up t0 $23,000,000.00. Plaintiffs fully performed by delivering both phases 0f the project,
and indeed, people are residing in the affordable units today.
5 1. Defendant materially breached the contract When it withheld Hamilton’s TIF
payments as they came due starting in summer of 2018.
52. Plaintiffs have been damaged in a liquidated, principal amount of $7,992,134.81
after all lawful offsets and allowances.
53. Plaintiffs additionally made a valid demand for payment and declaration of default
in accordance with the default terms of the contracts. Those provisions specify a default rate 0f
interest on the amount of Plaintiffs’ principal damages at a rate of Prime plus four percent. This
default interest accrues t0 Plaintiffs damages for breach of contract and is also due and owing.
54. Plaintiffs are entitled t0 recover reasonable and necessary attorney fees under Texas
Local Government Code section 271.153(a)(3) because this suit is for breach 0f contract against a
local-government entity.
VI.
TEMPORARY AND PERMANENT INJUNCTIVE RELIEF
55. Plaintiffs require injunctive relief to prevent the City from transferring any more
money out of the TIF fund until Plaintiffs’ TIF award is paid and t0 prevent the City from further
Violating the TIF board’s prioritization policy.
56. As detailed above, Plaintiffs have a right to money from the Dallas Downtown
Connection TIF. A TIF creates a particularized p001 of funding that pursuant t0 state law can only
be drawn from, and spent Within, a designated geographic zone.
57. The board of this TIF has created strong and clear guidelines setting forth the
priority of payments from the revenues of the TIF. Such clear rules were and are necessary t0 give

developers sufficient confidence in the TIF payment stream t0 induce them to invest in the TIF
district.
58. If the Defendant is allowed t0 deny Plaintiffs payment 0f the due and owning TIF
award or of the Defendant is permitted to vary the board’s priority of payment, Plaintiffs may not
have an adequate remedy at law because the TIF could run out 0f revenue due t0 drawing down 0f
the funds through payments t0 other, due t0 loss 0f value in an economic downturn, 0r due to loss
0f confidence 0f existing or future investors limiting the new increment to be created in the future.
59. Any 0f these factors would tend to limit the effectiveness 0f a judgment in
Plaintiffs’ favor if Defendant is allowed to continue dispersing TIF funds While this case is still
pending.
60. Plaintiffs can easily demonstrate a probable right t0 recovery 0n their breach 0f
contract claim at a hearing on Temporary Injunction.
61. For these reasons, Plaintiffs request a Temporary Injunction until trial and a
Permanent Injunction on final trial. Plaintiffs seek the Court’s order only t0 preserve the status quo
during the pendency 0fthis action. Plaintiffs seek an order immediately restraining Defendant from
making any further payments out of the Downtown Connection Tax Increment Finance District
fimds or from making further awards or from taking any other action that could reduce the
probability of Plaintiffs’ due and presently owing award being paid.
VII.
CONDITIONS PRECEDENT
62. A11 conditions precedent to Plaintiffs’ right t0 recover their TIF award are listed in
Section 4.05 0f the First Amendment t0 the Development Agreement as follows:

“4.05 Specific Conditions to TIF Subsidy. That in addition to the conditions set out above,
the Agreement is hereby expressly made subject to all of the following contingencies which must
be performed or occur for each phase of development:
(a) Hamilton Atmos shall complete the Phase I Improvements and the Phase II
Improvements as described in Sections 1.01A and B and shall meet all deadlines for
obtaining building permits and for completing of the Atmos Complex Improvements by
the Phase I- CO and Phase II-CO dates; and
(b) Hamilton Atmos shall provide Affordable Housing in the Phase I Improvements
throughout the Phase I Affordability Period and shall provide Affordable Housing the
Phase II Improvements throughout the Phase II Affordability Period in accordance with
Section 1.11 and all applicable state and local laws, codes and regulations; and
(c) Hamilton Atmos shall market such residential units as Affordable Housing pursuant
to an affirmative fair housing marketing plan approved by the City; and
(d) Hamilton Atmos shall privately bid the construction and abide by the City's
Business Inclusion and Development Fair Share policies and Downtown Connection TIF
District Fair Share Agreement adopted by the Downtown Connection TIF District Board
of Directors on August 10, 2006, with a goal of twenty-five percent (25%) participation in
the construction of TIP-eligible expenditures and twenty-five percent (25%) participation
in the construction of non-TIP-eligible expenditures and otherwise in accordance with the
Downtown Connection TIF Project Plan; and
(e) Hamilton Atmos shall obtain Downtown Connection TIF District Design Review
Committee review and approval of Phase II design and site plan;

(f) Hamilton Atmos, LP shall construct the Atmos Complex Improvements in
conformance to the design and the materials shown in elevations and site plans approved
by the Downtown Connection TIF District Board and the Design Review Committee
including any streetscape improvements; and
(g) Hamilton Atmos shall submit quarterly status reports in form and substance
satisfactory to the City on the progress of the construction of the Atmos Complex
Improvements from inception to the issuance of a final ce1iificate of occupancy and a final
certificate of acceptance by the Department of Public Works and Transportation; and
(h) Hamilton Atmos shall execute and deliver an operating and maintenance agreement
for the public infrastructure improvements associated with the Atmos Complex
Improvements in fom1 and substance satisfactory to the City by the Phase I-CO and Phase
II-CO dates; and
(i) Hamilton Atmos shall complete construction in substantial accordance with the
Plans and the Construction Budget and receive a final ce1iificate of occupancy and a final
certificate of acceptance issued by the Department of Public Works and Transportation for
the Phase I Improvements by the Phase I-CO date and for the Phase II Improvements by
the Phase II-CO date; and
(j) the Office of Economic Development shall conduct and complete a post construction
audit within 90 days after the final certificate of completion is issued for the Atmos
Complex to verify the Hamilton Atmos' compliance with the conditions to TIF Subsidy.
Failure of the City to complete such audit within 90 days shall not delay any payments of
the TIF Subsidy.”

63. The certificate of completion was issued in 2014, and Defendant has either certified
that all conditions precedent have been met 0r has waived its right to d0 so pursuant to subsection
(i)-
VIII.
JURY DEMAND
64. Plaintiff Hamilton Properties demands a trial by Jury and tenders the appropriate
fee With this Original Petition.
IV.
REQUEST FOR DISCLOSURE
65. Pursuant t0 Rule 194, Defendants are requested t0 disclose, Within 50 days of
service, all information 0r material described in Texas Rule 0f Civil Procedure 194.2.
X.
PRAYER
66. For these reasons, Plaintiff respectfully asks that the Court issue citation for
Defendants City of Dallas to appear and answer. Plaintiff prays that it be awarded a judgment
against Defendants City of Dallas for the principal damages and interest listed above, and any such
other and further relief, both at law and in equity, general and specific, t0 which Plaintiff proves it
is justly entitled.

Respectfully submitted,
Jameg M. Stanton
State Bar No. 24037542
jms@stantonllp.com
Jennifer Salim Richards
jrichards@stantonllp.c0m
Philip T. Kingston
pkingston@stantonllp.com
STANTON LLP
1717 Main Street
Suite 3800
Dallas, Texas 75201
Telephone: (972) 233-2300
Facsimile: (972) 692-6812
ATTORNEYS FOR
PLAINTIFFS

EXHIBIT “A”
Resolution Nos. 11-0661, 11-0662 and 11-0975
Approved March 9, 201 1 and April 13, 201 1, as amended
STATE OF TEXAS §
COUNTY OF DALLAS §
FIRST AMENDMENT TO THE DEVELOPMENT AGREEMENT WITH HAiVIILTON

ATMOS LP FOR THE ATMOS COMPLEX
TH¥S FIRST AMENDMENT TO THE DEVELOPMENT AGREEMENT (this

“Amendment” or the “First Amendment”) is made and entered into this 9th day of March, 2011
(the “Effective Date”), by and among City 0f Dallas (the “City”), a Texas home-mle municipal
corporation having a population 0f greater than 100,000, Downtown Dallas Development
Authon'ty (“DDDA”), a local development comoration organized under the laws 0f the State 0f
Texas, and Hamilton Atmos LP, a Texas limited partnership (“Hamilton Atmos”).
WITNESSETH:
WHEREAS, the City recognizes the importance of its continued role in local economic
development; and
WHEREAS, 0n June 8, 2005, the City Council authom'zed the establishment 0f Tax
Increment Financing Reinvestment Zone Number Eleven (the “Downtown Connection TIF
District”) in accordance with the Tax increment Financing Act, as amended, Chapter 3 11 0f the
Texas Tax Code, Vemon’s Texas Codes Annotated t0 promote development and redevelopment
in the Uptown and Downtown areas through the use 0f tax increment financing by Ordinance
N0. 26020; and
WHEREAS, August 29, 2005, the City Council fufiher authorized the adoption 0f the
011
Downtown Connection Tax Increment Financing District Project Plan and Reinvestment Zone
Financing Plan (the “Project and Financing Pian”) by Ordinance No. 26096, as amended; and
WHEREAS, the Downtown Connection TIF District was created t0 finance

improvements at the discretion 0f the City Council as the City Council finds necessary 01'
convenient for the implementation 0f the Downtown Connection TIF District Project and
Financing Plan; and
WHEREAS, on June 8, 2005, the City Council authorized the establishment 0f the
DDDA as a local govemment corporation for the public purpose 0f aiding, assisting, and acting
0n behalf 0f the City in the performance 0f its governmental functions t0 promote the City,
inciuding the development 0f the geographic areas 0f the City included within Tax Increment
Financing Zone Number Five (the “City Center TIP District”) and the Downtown Connection
TIF District by Resolution N0. 05-1755; and
WHEREAS,
0n August 26, 2005, pursuant t0 the conditions and obligations 0f the Forest
City Development Agreement, the Downtown Connection TIF District Board 0f Directors
First Amendment t0 thc Development AgTeement with Hamilton Almos, LP for the Atmos Complex Page l
approved a proposal for the issuance 0f the Downtown Dallas Development Authority Contract
Tax Increment Revenue Bonds (the “Bonds”) in two sem’es, the first issued 0n March 8, 2006,
and the second issued 0n October 10, 2007, by the DDDA
to fund the redevelopment 0f the
Mercantile Block, the Continentai Building and the Atmos Complex (as hereinafter defined),
which are anticipated t0 be catalyst projects located within the Downtown Connection TIF
District; and
WHEREAS, 0n March 3, 2009, Forest City Residential Group, 1110., a Texas corporation
(“FC Residential”), entered into a Contract 0f Sale (the “Atmos Contract 0f Sale”) with Hamilton
Atmos for the purchase and sale 0f the stock in FC Atmos, and the City and DDDA approved the
transfer 011 the terms set forth in the Atmos Contract 0f Sale; and
WHEREAS, 0n September 30, 2008, the Downtown Connection TIF District and the
DallasDowntown Development Authon‘ty Board 0f Directors approved amending the
Downtown Connection TLF Distn'ct Project and Financing Plan t0 allow the City t0 lease, sell 01‘
convey interest in City—owned/City-controlled land, without solicitation 0f bids, t0 a developer
for redevelopment in accordance with the Downtown Connection TIF District Proj ect Plan; and
WHEREAS, on October 22, 2008, the City Council authon'zed a development agreement
and declared the intent 0f the Downtown Connection TIF District t0 reimburse Hamilton Atmos,
LP in an amount not t0 exceed $12,560,401 plus up t0 $10,439,599 for a total incentive
interest
amount not t0 exceed $23,000,000 (the “Development Agreement”) for the Atmos Complex
project (defined herein) thereby confinning the Downtown Connection TIF Distfict Board 0f
Directors’ commitment 0f funding; and
WHEREAS, 0n Febmary 10, 201 1, the Downtown Connection TIF Distfict Board 0f
Directors and Downtown Dallas Development Authority Board 0f Directors reviewed and
approved amendments t0 agreement with Hamilton Atmos, LP, for the
the development
redevelopment the Atmos Complex, (1) develop
t0:the Atmos Complex in two Phases; (2)
increase the total number 0f units from approximately 220 units t0 a minimum 0f 87,000 square
feet 0f residential space for Phase I (approximately 107 units) and a minimum 0f 1 15,000 square
feet 0f residential space (approximately 123 units) for Phase H; (3) increase the number 0f
affordable units from 23 units t0 a minimum 0f 87,000 square feet 0f affordable residential space
(approximately 107 units) for Phase I and a minimum 0f 46,000 square feet 0f affordable
residential space (approximately 63 units for Phase II); (4) change the deadline t0 obtain a
building permit for the projectfrom April 20, 201 I t0 June 1, 2011 for Phase I and June 1, 2015
for Phase II; (5) change the date t0 obtain a certificate 0f occupancy for the project from
Febmary 28, 2013 t0 Febmary 28, 2013 for Phase I and December 31, 2016 for Phase H; (6)
Change ”HF funding from a principal 0f$12,560,401 plus interest for a maximum total incentive
not t0 exceed $23,000,000 t0 an amount not t0 exceed $15,000,000 plus interest for a maximum
total incentive not t0 exceed $23,000,000 for Phases I and II; (7) change the due dates for the
remaining option fee payment fi'om Apm'l 20, 2011 t0 June 1, 201 I; (8) change the method of
reimbursement t0 reflect the district’s Increment Allocation policy approved by the Downtown
Connection TIF District Board 0f Directors 0n September 2009 and upon completion 0f
16,
Phase I 0f the Atmos Complex Project, satisfaction 0f all project requirements and availability of
Downtown Connection TIF funds the project will be eligible for a TIF reimbursement in an
amount not t0 exceed $3,250,000 plus interest, upon compietion 0f Phase H $11,750,000 plus
interest is eiigible for TIF reimbursement; and
First Amendment to the Development Agreement with Hamilton Atmos, LP for the Atmos Complex Page 2
WHEREAS, 0n Februzny 17, 2011, the Downtown Connection TIF District Design
Review Committee reviewed, approved and recommended minor revisions t0 the conceptual
design plans for the Atmos Complex redevelopment project; and
WHEREAS, 0n March 9, 2011, pursuant t0 Resolution Nos. 11-0661 and 11-0662 the
City Council confilmed the amendments recommended by the Downtown Connection TIF
Board 0f Directors and the Downtown Dallas Development Authon'ty Board 0f Directors
Distn'ct
and authom'zed this First Amendment t0 the Development Agreement and 0n May 25, 201 1, by
resolution the City Council amended such authorizing resolutions to clarify that completion 0f
the Phase H Improvements (hereinafter defined) would not be a requirement for reimbursement
0f the Phase I Improvements (hereinafter defined) and that the phases may be treated
independently 0f each other; and
WHEREAS, TLF Subsidy (defined herein) provided herein, the City

in addition t0 the
Council also authorized by Resolution N0. 11-0975 0n April 13, 201 1, a conditional grant in the
amount 0f $1,500,000 from City Center TIF District funds for the provision 0f Affordable
Housing (hereinafter defined) in the Phase I Improvements; and
WHEREAS, the expenditure 0f TIF funds suppofiing this development is consistent with
promoting development and redevelopment 0f the Downtown Connection TfF Distn'ct in
accordance with the pumoses for its creation, the City’s revised Public/Pn'vate Partnership
Guidelines and Criteria, the ordinance adopted by the City Council approving the Project and
Financing Plan, and is for the pumose 0f making public improvements consistent with and
described in the Project and Financing Plan for the Downtown Connection TIF District; and
WHEREAS, the Parties stipulate and agree that the hann caused by failures 0f Hamilton
Atmos t0 perform will be difficult 01‘ incapable 0f estimation; and the amounts 0f liquidated
damages stipulated herein are reasonable forecasts ofjust compensation for any such failures.
NOW, THEREFORE, in consideration ofthe mutual benefits, covenants and obligations

herein, the paflies agree as follows:
ARTICLE I
ATMOS CONIPLEX INIPROVED’IENTS

Article I 0f the Development Agreement is amended and restated t0 read in its entirety as
follows:
1.01 Redevelopment 0f the Atmos Complex. Hamilton Atmos has acquired the land
and improvements bounded generally by Jackson Street, St. Paul Street, Wood Street and
Harwood Street in the City 0f Dallas, Dallas County, Texas (the “Atmos Complex”) more
particularly described 0n Exhibit A attached hereto. The Atmos Complex contains the following
buildings: 300 St. Paul/1900 Jackson Street (hereinafier the “West Building”), 1815/1817 Wood
Street (hereinafter the “Middle Building”), 301 S. Hanvood Street (hereinafter the “Noah
Building”) and 1915 Wood Street (hereinafier the “South Building”). Hamilton Atmos Shall
invest a minimum 0f $33,000,000 into the Atmos Complex ($12,000,000 into Phase I and
$23,000,000 into Phase H) including the renovation 0f a mixed-use development t0 be completed
in two phases in accordance with the conceptual development plan (the “Conceptual
Development Plan”) attached hereto as Exhibit B and the site plans and specifications therefor
(the “Plans”). The first phase shall consist of the redevelopment of all floors 0f the West
Building and the basement 0f the Middie Building and the streetscape for the Atmos Complex
and the repair 0f all first floor windows and store fronts for the entire Atmos Complex (“Phase I
Itllprovements”) and the second phase shall consist Ofthe redevelopment 0f the Nonh Building,
the South Building and the remaining floors 0f the Middle Building (“Phase H Improvements”).
The Phase I Improvements and Phase II Illlprovements shall consist 0f at ieast the foliowing
(collectively, the “Atmos Complex Improvements”):
A. Phase I Imm‘ovements — West Building and Middle Building (basement):
(a) a minimum investment of $12,000,000 in hard and soft constmction-related

costs as detailed in the descn'ption and budget for the Phase I Improvements
attached hereto as Exhibit C; and
(b) a minimum of 87,000 square feet 0f residential space (approximately 107

residential units), completion 0f the leasing office and all 0f the Phase I
amenities inciuding the fitness center, p001, outdoor party deck and grill areas
and
(C) all0f such residential units in the West Building shall be made available as
Affordable Housing (as hereinafter defined) for a period 0f not less than thifiy
(30) years; and
(d) the repair 0f all first floor windows and store fronts for the entire Atmos
Complex; and
(e) streetscape improvements including improvements for the open space area
along the East side 0f St. Paul, the South side 0f Jackson and the Noflh side of
Wood; and
(f) deveiopment 0f open space located at the southeast corner of the Atmos
Complex at Harwood and Wood Streets t0 encourage retail activity at the
ground level; and
(g) a minimum of 53 parking spaces located in the basements 0f the West and
Middle Buildings.
B. Phase II Illlprovements — Middle Building, North and South Buildings:
(a) a minimum investment 0f $21,000,000 in hard and soft constmction—related

costs as detailed in the descn'ption and budget for the Phase H Improvements
attached hereto as Exhibit C; and
(b) a minimum 0f 115,000 square feet 0f residential space (approximately 123

residential units), 0f which a minimum 0f 46,000 square feet (approximately
63 units 01‘ at least 51% 0f the PhaseH actual total units) shall be made
available as Affordable Housing for a period 0f not less than fifteen (15)
years; and
First Amendment t0 tho Development AgTeement with Hamilton Atmos, LP for the Atmos Complex Page 4
(c) the removal 0f all window tinting 0n all windows 0f the Middle and North
Buildings; and
(d) a minimum 0f 200 parking spaces, and
(e) a minimum 0f 9,500 square feet 0f ground floor commercial space including
retail, office, 01‘ live/work space.
Building Permit Deadlines/Liquidated Damages. Hamilton Atmos shall obtain

1.02
a building permit for the Phase I Improvements by June 1, 2011, and by June 1, 2015, for the
Phase H hnprovemenfs. If a building pennit is 110$ obtained by Hamilton Atmos under the temls
0f this Agreement for Phase I of the Atmos Complex Improvements 0n 0r before June I, 201 l,
then, 0n 01‘ before June 30, 201 l, pay $250,000 as liquidated damages to
Hamilton Atmos shall
the City. Time is of the essence with respect t0 the liquidated damages payments t0 be made by
Hamilton Atmos t0 the City hereunder. At any time pn’or t0 June 1, 2015, Hamilton Atmos may
elect t0 terminate its ownership 0f the Phase II Improvements of the Atmos Complex by paying
the City $250,000 and conveying the Phase H Improvements t0, 01' at the direction 0f, the City
subject only t0 those matters 0f record at the time 0f the initial conveyance 0f the Atmos
Complex t0 FC Atmos 01‘ matters othenvise approved by the City.
1.03 Phase I Material Dates/Construction Obligation/Atmos

Illlprovements -
Complex Revertel‘. Hamilton Atmos will use all commercially reasonable means to constmct
the Phase I Improvements in accordance with the Plans and the pro forma constulction budget
(the “Constmction Budget”) attached hereto as Exhibit C. Phase I wi11 include Unit 1 0f the
Atmos Condominiums (floors 2—12 0f the West Building). Phase I will also include all 0f
Lofts
the Common Area Amenities 0f the Atmos Lofts Condominiums (the first floor 0f the West
Building and the outdoor amenity areas t0 the 1101111 0f the West Building). Phase I will also
include the basement parking of Unit 2 0f the Atmos Lofts Condominiums (the basements 0f the
West and Middle Buildings). A creditwofihy entity reasonably satisfactory t0 the City will
deliver a guaranty t0 the City for the liquidated damages payments set forth in Section 1.02.
Promptly following application for a building permit for the Phase I Improvements, Hamilton
Atmos will commence constmction 0f the Phase I hnprovements and proceed with reasonable
diligence and continuity to complete Phase I Improvements, subject to Force Majeure (as
hereinafter defined) and shall obtain a final cefiificate ofoccupancy for the 107 residential units
in Phase I by February 28, 2013 (“Phase I-CO”). Hamilton Atmos shall submit a copy 0f such
required Phase I—CO t0 the Director within 30 days of issuance 0f such Phase I—CO.
Additionally, HamiltonAtmos shall obtain a final certificate 0f acceptance from City’s Public
Works and Transpofiation Department for all public infrastructure improvements associated with
the Phase I Improvements by {he Phase I-CO date.
If Hamiiton Atmos is unable to obtain the Phase I-CO by February 28, 2013, then the
City may require Hamilton Atmos t0 transfer the entire Atmos Complex t0, 01‘ at the direction 0f,
the City. However, notwithstanding anything t0 the contrary contained in this Amendment 01' the
Development Agreement, but subj ect t0 the paragraph below, the City agTees that if Phase I-COS
are not obtained by February 28, 2013, the City and DDDA will postpone exercising their
remedies under this Section 1.03 for a period 0f six months so long as Atmos LLHTC, LLC, 01‘
any 0f its members represent t0 the satisfaction 0f the Downtown Connection TIF Distm'ct Board
0f Directors that they are diligently pursuing development 0f the 107 10w income residential
units in Phase I.
First Amendment t0 the Deveiopment Agreement with Hamilton Atmos, LP for the Atmos Complex Page 5
Notwithstanding anything t0 the contrary contained in this Amendment 0r the
Development Agreement, the City and DDDA expressly subordinate their respective rights,
including but not limited t0, the right 0f revener set forth in this Section 1.03 t0 the lien and
security interests held by PNC Bank, National Association, (“PNC Bank”) together with its
successors and assigns seeming the repayment 0f a construction loan in the aggregate pn'ncipal
amount 0f $2,100,000 and a bn'dge loan in the aggregate principal amount 0f $6,492,307 and
equity 0f$1 1,500,000 made by said financial institution 01' an affiliate thereof t0 Atmos LIHTC
LLC, a Texas limited liability company with respect t0 the Phase I 1111p1‘0vements. Moreover, the
City shail have n0 reversionaxy right as to Unit 1, Atmos Lofis Condominium, City 0f Dallas,
Dallas, Texas so long as PNC Bank has any debt encumbering such property 0r any low-income
housing tax credit investment fund managed 01' affiliated with PNC Bank has any um‘etumed
cash equity investment therein so long as Atmos LIHTC, LLC, 01' any 0f its members, continues
t0 diligently pursue development of the 107 10w income residential units in Phase I. As t0 the
City’s reversionary right as t0 Unit 2, the parties acknowledge that such reversion 0f Unit 2 will
not eliminate or tenninate any parking agreements running to the benefit 0f Atmos LIHTC LLC.
1.04 Improvements - Material Dates/Construction Obligation/Atmos

Phase II
Complex Reverter. Hamilton Atmos will use all commercially reasonable means to constwct
the Phase H Improvements in accordance with the Plans and the pro forma constmction budget
(the “Constmction Budget”) attached hereto as Exhibit C. Promptly following application for a
building pennit for the Phase II hnprovements, Hamilton Atmos will commence construction 0f
the Phase II improvements and proceed with reasonable diligence and continuity t0 complete the
Phase II Improvements, subject t0 Force Majeure (as hereinafter defined) and shall obtain a final
certificate ofoccupancy for the Phase H hnprovements by December 31, 2016 (“Phase II—CO”).
Hamilton Atmos shall submit a copy ofsuch required Phase H-CO t0 the Director within 30 days
of issuance ofsuch Phase II—CO. Additionally, Hamilton Atmos shall obtain a final cefiificate 0f
acceptance from City’s Public Works and Transpofiation Depafiment for all public infi‘astmcture
improvements associated with the Phase H 1111provements by the Phase H-CO date. If Hamilton
Atmos is unable t0 complete constmction 0f the Phase II Improvements by the Phase H-CO date,
then Hamilton Atmos shall transfer the buildings located at 301 S. Halwood Street, 1915 Wood
Street and 1815/1817 Wood Street (floors 1 through 8) t0, 01' at the direction 0f, the City.
Conceptual Development Plan Revisions. Hamilton Atmos shall constmct all

1.05
public and private improvements in conformance with the design and materials shown in
elevations and site plans approved by the Downtown COImection TIF District Board ofDirectors
and the Design Review Committee including any streetscape improvements. Material changes
t0 the Conceptual Development Plan, the Plans and/or the Constmction Budget will require the
approval ot‘the Downtown Connection TIF District Board ofDirectors and the City.
1.06Environmental Reports. Should the transfers noted in Sections 1.03 01' 1.04
occur, Hamilton Atmos shall deliver t0 the City, at no expense t0 the City, copies 0f studies,
enviromnental repofis and other building reports perfonned at Hamilton Atmos’ expense 01‘
othezwise available to Hamilton Atmos with respect t0 the Atmos Complex.
1.07 Hamilton Atmos does not obtain the Phase I-CO for the
Personal Liability. If
Phase I hnprovements on 01' before February 28, 2013, or if Hamilton Atmos is unable t0 obtain
the Phase Ii—CO for the Phase II Improvements 011 0r before December 31, 2016, and Hamilton
Atmos, 01' any person acting at its direction, takes any action t0 question 01‘ fmstrate, hinder 0r
First Amendment to the Development Agreement with Hamilton Almos, LP for the Atmos Complex Page 6
delay the effect 0f the revefier contained in the assignment (the “Assignment”) that transferred
the stock in FC Atmos t0 Hamilton Atmos, Lawrence E. Hamilton, 1H, individually, as
evidenced by his joinder t0 this Agreement, Shall be personally liable t0 the City for any ioss,
cost, claim, 01‘ expense (including reasonable attomeys’ fees) as a result thereof.
1.08 Status Reporting Requirements. Hamilton Atmos shall submit to the Director a
quarterly status report for ongoing work 0n the Atmos Complex hxlprovements, as well as public
improvements, MWBE and the status 0f Affordable Housing units available for rent described
herein. Such status reports will be due quarterly, commencing the first day 0f the third month
following the Effective Date 0f this Amendment. With respect to the Affordable Housing,
Hamilton Atmos and velify with documentation at least every five
shall also recertify annually
(5) years that the Affordabie Housing complies with the rental limits and household income
requirements outlined herein. If the total number 0f Affordable Housing units for Phase I drops
below 100 percent (100%) 0r if the total number 0f Affordable Housing units for Phase H drops
below fifty-one percent (51%), a 90~day compliance period will be granted. If Hamilton Atmos
is unable t0 meet the Affordable Housing Program requirements for Phase I 01‘ for Phase H
within the compliance period period, this Agreement shall be in default with regard t0 such
phase.
Maintenance of the Atmos Complex. Prior to commencement 0f constmction

1.09
0f the Atmos Complex Improvements, Hamilton Atmos will continue to meet all operation,
maintenance, repair and utility obligations and costs relating to owning the Atmos Complex from
and after the date 0f acquisition, including as necessary maintenance, repair and replacement 0f
heating, ventilation, air conditioning as appropriate for the weather, plumbing, electrical, and
elevators and roofing, windows, and doors, ordinary wear and tear excepted. Funher, Hamilton
Atmos will make repairs t0 the Atmos Complex for any damages caused by insured acts 0f God,
vandalism or accidents t0 restore the Atmos Complex t0 the condition prior t0 damage; provided,
however, in n0 event shall the cost t0 Hamilton Atmos t0 comply with the foregoing
maintenance obligation exceed Two Hundred Fifiy Thousand Dollars ($250,000.00) in the
aggregate. The City will have access t0 the Atmos Complex at all reasonable times for
inspection puiposes.
1.10 Operating and Maintenance Agreement. Hamilton Atmos shall execute and
fund an Operating and Maintenance Agreement in form and substance reasonably satisfactory t0
the City for all 110n~standard public improvements associated with the Phase I Improvements by
the Phase I-CO date. Further, Hamilton Atmos shall execute and fund an Operating and
Maintenance Agreement in form and substance reasonably satisfactory to the City for a1] non-
standard public improvements associated with the Phase II Illlprovements by the Phase II-CO
date.
1.11 Affordable Housing. For the Phase I Improvements, Affordable Housing shall
mean those residential units that are occupied by 01' set aside for a Low-income family. A Low-
income family is defined whose income at the time of initial occupancy does not
as a household
exceed sixty percent (60%) of the median annual household income for the Dallas, TX HUD
Metro FMR Area as determined annually by the U.S. Department 0f Housing and Urban
Development with adjustments for family size. For the Phase H Improvements, Affordabie
Housing shall mean those residential units that are occupied by a Moderate-income family. A
Moderate-income family is defined as a household whose income at the time 0f initial
occupancy does not exceed eighty percent (80%) 0f the median annual household income for the
First Amendment t0 the Development Agreement with Hamilton Atmos, LP for the Atmos Complex Page 7
Dallas, Metro FMR Area as determined annually by the U.S. Department ofHousing
TX HUD
and Urban Development with adjustments for family size.
Affordable Housing units that are for rent by a Low- 01‘ Moderate-income family qualify
as Affordable Housing if the rent charged t0 the Low- 01' Moderate-income family does not
exceed (30%) 0f the monthly household income for that Low- 01' M0derate~inc0me
thirty percent
family. Bach Affordable Housing unit shall be a minimum 0f 550 square feet in size. Further,
each Affordable Housing unit Shall meet the City’s Affordable Housing Program requirements
as defined above for a period ofat least thirty (30) years for Phase I (the “Phase I Affordability
Period”) and a minimum 0f fifteen (25) years for Phase II (the “Phase II Affordability Period”)
beginning 011 the date the unit is first occupied for rental housing by a Low— 01' Moderate-incmne
family.
1.12 Tax Abatements. Property taxes for the Atmos Complex will not be abated.
1.13Required Streetscape Improvements. Hamilton Atmos shall be required t0

improve all sidewalks around the Atmos Complex site t0 standards estabiished by the City for St.
Paul Street. Streetscape improvements are required 0n Jackson Street, Wood Street, St. Paul and
Hanvood Street adjacent t0 the Atmos Complex. Site plans and renden‘ngs require approval 0f
the Director and Shall include the following elements:
(a) A11 site plans shall show the location 0f the parcel boundaries clearly
differentiating publicly accessible space from private space.
(b) A pedestrian lighting plan for each of the projects approved by the City
Design Studio and by the City’s Public Works and Transportation Department.
(C) A
sidewalk plan for each 0f the projects. Sidewalks with high anticipated
levels 0f pedestrian traffic shall be designed t0 accommodate pedestrian traffic and shall
have a minimum 0f 10 feet wide on ail street frontages. The sidewalks shall have a 7 foot
walking zone and a 3 foot landscaping and lighting zone. Where the existing sidewalks
are less than 10 feet wide, the sidewalks shall have a walking zone equal 70% 0f the
sidewalk width and the landscaping and lighting zone shall be 30% 0f the sidewalk
width. Landscaping and pedestrian lights shall be placed in the area closest to the back
0f curb for the length 0f the sidewalk.
(d) Location, description, and dimensions ofall fences, gates, landscape walls,
retaining walls, and other bam‘cades 01' dividers. In general, any type 0f security fencing
is discouraged in the TIF district.
(e) A landscape plan for each 0f the projects showing location and type 0f all
landscaping material (if possible, given constraints caused by the basement of the
building).
Affirmative Fair Housing Marketing. Hamilton Atmos agrees t0 market the

1.14
Atmos Complex Improvement pursuant t0 the City’s Affinnative Fair Housing Marketing Plan,
attached hereto as Exhibit I. Shouid City request amendments from time t0 time t0 the
marketing plan improve its effectiveness, Hamilton Atmos
t0 shall cooperate in good faith t0
accommodate reasonable modifications t0 the plan.
First Amendment to the Development Agreement with Hamilton Atmos, LP for tile Atmos Complex Page 8
1.15 Apartment Management Company. The Atmos Complex shall be managed by
a qualified apartment management company approved by the Director which approval shall not
be unreasonably withheld. The initial property management company will be UAH Property
Management, L.P.
ARTICLE II
GENERAL FUNDING LIMITATIONS
Amide IV 0f the Development Agreement is amended and restated t0 read in its entirety
as follows:
4.01Aggregate Limit 0n TIF Subsidy Funding. The Downtown Connection TEF

Distn'ct Board 0f Directors shail dedicate future Downtown Connection TIF revenues in an
amount not t0 exceed $3,250,000 for the Phase I Improvements and $1 1,750,000 for the Phase H
Itllprovements for TIF-eligible Project Improvements as detailed in Exhibit C plus interest
(defined herein) up t0 $8,000,000 for a total incentive amount, including interest, not t0 exceed
$23,000,000 for the Atmos Complex Improvements located in the Downtown Connection TIF
District, subject t0 the terms and conditions 0f this Agreement. TIFweligibie expenditures may be
Shifted between TIF-eligible categofies.
4.02 0n City Funding. The interest rate I‘efen‘ed t0 in Section 4.01 shall be a
Interest
fixed rate equal t0 5.85 0/0. The interest shall accrue beginning 0n January afier the year in 1
which ail conditions for payment of the TIF Subsidy are met for each phase. Such interest will
be compounded semiannually based 0n the existing unpaid TIF-eligible/non-TLF-eligible plus
accrued interest t0 date and shall cease t0 accrue under this Agreement when the unpaid balance,
plus any previousiy accrued interest, reaches $23,000,000 01‘ is fully reimbursed or paid off, 01‘
upon expiration 0f the term of the Downtown Connection TIF District as provided in the
ordinance creating same, as amended.
4.03Source of Funds. The City acknowledges that the sole source 0f funding for the
TIF Subsidy Funding and the Affordable Housing Grant is real property tax revenues that have
been contributed by the City t0 the Downtown Connection TIF Distfict fund. The City
Controller is hereby authom‘zed t0 encumber and disburse funds from future tax increments and
subject t0 future appropriations from: Fund 0044, Department ECO, Unit P504, Object 3072,
Activity DTTI, Program N0. DCTIF0004, CT ECOP507A032, Vendor N0. V80000037007, in a
Downtown Connection TIF District Grant amount not t0 exceed $23,000,000.
4.04 Limitations on Amount 0f TIF Subsidy. That nothing contained in this
Agreement shall be constmed t0 require the City to approve future dedications 0f Downtown
Connection TEF revenues (the “TIF Subsidy”) from any source 0f City funds other than the
Downtown Connection TIF District Fund. Any portion 0f the TIF Subsidy that remains unpaid
due 0f Downtown Connection TIF Dism'ct funds shall 110 longer be
t0 lack 0r unavailability
considered project costs 0f the Downtown Connection TIF District, and the obligation 0f the
Downtown Connection TIF District 0r the City t0 pay Hamilton Atmos shall automaticaily
expn'e.
First Amendment to the Development Agrccnwnl with Hamilton Atmos, LP for the Atmos Complex Page 9
Specific Conditions t0 TIF Subsidy. That in addition t0 the conditions set out
4.05
above, the Agreement is hereby expressly made subject to all 0f the foilowing contingencies
which must be perfonned 01‘ occur for each phase 0f development:
(a) Hamilton Atmos shall Improvements and the Phase

complete the Phase I
H hnprovements as described in Sections 1.01A and B and shall meet all deadlines for
obtaining building permits and for completing 0f the Atmos Complex Improvements by
the Phase I- CO and Phase II—CO dates; and
Hamilton Atmos shall provide Affordable Housing in the Phase I

(b)
hnprovements throughout the Phase I Affordability Period and shall provide Affordable
Housing the Phase II Improvements throughout the Phase H Affordability Period in
accordance with Section 1.11 and all applicable state and local laws, codes and
regulations; and
(c) Hamilton Atmos shall market such residential units as Affordable Housing
pursuant t0 an affirmative fair housing marketing plan approved by the City; and
(d) Hamilton Atmos shall privately bid the constmction and abide by the
City’s Business Inclusion and Development Fair Share policies and Downtown
Connection TIF Distn'ct Fair Share Agreement adopted by the Downtown Connection
TIF Distn'ct Board 0f Directors 011 August 10, 2006, with a goal 0f twenty—five percent
(25%) participation in the constmction of TIF-eligible expenditures and twenty—five
percent (25%) participation in the constmction 0f 11011-TIF-elig1'ble expenditures and
otherwise in accordance with the Downtown Connection TIF Project Plan; and
Hamilton Atmos shall obtain Downtown Connection TIF

(e) District Design
Review Committee review and approval 0f Phase II design and site plan;
(t) Hamilton Atmos, LP shall constmct the Atmos Complex hnprovements in

confonnance t0 the design and the materials shown in elevations and site plans approved
by the Downtown Connection TLF District Board and the Design Review Committee
including any streetscape improvements; and
(g) Hamilton Atmos shall submit quarterly status reports in form and
substance satisfactory t0 the City 0n the progress 0f the construction 0f the Atmos
Complex Illlprovements from inception t0 the issuance 0f a final celtificate 0f occupancy
and a final certificate of acceptance by the Department 0f Public Works and
Transportation; and
(11) Hamilton Atmos shall execute and deliver an operating and maintenance
agreement for the public infi‘astmcture improvements associated with the Atmos
Complex Improvements in fonn and substance satisfactory t0 the City by the Phase I—CO
and Phase II-CO dates; and
(i) Hamilton Atmos

complete constmction in substantial accordance
shall
with the Plans and the Construction Budget and receive a final cefiificate 0f occupancy
and a final cefiificate 0f acceptance issued by the Depamnent 0f Public Works and
Transportation for the Phase i hnprovements by the Phase E-CO date and for the Phase II
Improvements by the Phase H-CO date; and
(j) Office of Economic Development Shall conduct and complete a post
the
constwction audit within 90 days after the final certificate 0f completion is issued for the
Atmos Complex t0 verify the Hamilton Atmos’ compliance with the conditions t0 TIP
Subsidy. Failure 0f the City t0 complete such audit within 90 days shall not delay any
payments 0f the TIF Subsidy.
4.06 Priority 0f Payment 0f the TIF Subsidy/Pre-exjsting Obligations. Assuming

all other conditions for reimbursement have been met, the City shall administer the payment 0f
the TIF Subsidy annually pursuant Downtown Connection TIF District Increment
t0 the City’s
Allocation policy approved by the Downtown Connection TIF District Board 0f Directors on
September 16, 2009, and attached hereto as Exhibit E. Without limiting the generality 0f the
foregoing, the TIF Subsidy will become eligible for payment from the Tax Increment Fund only
upon the satisfaction 0f the following pre-existing obligations 0f the Downtown Connection TIF
District:
(a) First, the payment 0f all pfincipal of, interest 0n, premium (if any) and t0
fund any reserves necessary desirable in connection with the Bonds, at the respective
01'
times and in amounts

the respectiveas fixed and prescribed in the City Council
Resolution 0r Resolutions pursuant to which such Bonds are issued by the DDDA and t0
pay any DDDA obligations which are 0n a parity with such Bonds;
(b) Second, the payment 0f any fees and expenses 0f the tmstee and paying
agent/registrar due and owing;
(c) Third, reimbursement t0 the City for any and all staff costs, administrative
costs and other costs and expenses 0f the City for the administration 0f the Downtown
Connection TIF District;
(d) Fourth, the payment 0f any other DDDA obligations which are
subordinate t0 the Bonds but are related t0 the DDDA’S role in issuing the Bonds and
administering contracts t0 be funded with the Bond proceeds;
(e) Fifth, reimbursement t0 the City for any grant 01‘ loan payments made to
the DDDA to cover debt sewice 0n the Bonds 01' other DDDA obligations pursuant to the
Chapter 380 Program necessary as a result of any shortfalls in tax increment 0f the
Downtown Connection TIF District; and
(t) of the following pn‘or obligations 0f the Downtown

Sixth, the funding
Connection TIF Distn'ct Tax Increment Fund: obligations pursuant t0 the County ILA, a
copy 0f which is attached hereto as Exhibit F, and the rights 0f Forest City pursuant t0
the Forest City Development Agreement.
4.07 Tax Increment Fund Hamilton Atmos agrees and

Allocation Policy.
understands that available future revenues in the Tax Increment Fund will be shared among
approved and completed projects that have met ail of the project contingencies and are eligible t0
receive TIF Funds and that future TIF Funds may be committed t0 future approved projects in
the Downtown Connection TIF Distfict as such projects are completed. Hamilton Atmos fuflher
agrees and understands that the commitment 0f future available TIF revenues t0 additional
projects in the Downtown Connection TIF District is necessary to implement the Downtown
First Amendment t0 the Development Agreement with Hamilton Atmos, LP for the Atmos Complex Page l 1
Connection TIP Distn'ct Project and Financing Plan even if such future commitments reduce the
availabiiity 0f future Tax Increment Funds for this project or increase the time needed t0 repay
the TIF Subsidy pursuant t0 this Agi'eement. The Tax Increment Fund shall be administered by
the Director in accordance with the Downtown Connection TIF Allocation Policy, attached
hereto as Exhibit E, within the conditions and priority for payment 0f the TLF Subsidy descfibed
herein. The Director’s detemlination in applying future available revenues in the Tax Increment
Fund among this project and future approved and completed TIF projects in accordance with this
Agreement shall control.
In accordance with the Downtown Connection TIF Aliocation Policy, and afier all the
pre-existing obligations listed above have been reimbursed, each project approved for TIP
funding from the Downtown Connection TIF District that has added taxable tea} property value
t0 the Downtown Connection TIF District and that has met all requirements set forth in their
respective development agreements will be eligibie t0 receive a portion 0f the fax increment that
their respective project has created in the Downtown Connection TIF District. In addition to the
Increment Earned (asExhibit E) by Hamilton Atmos’ redevelopment 0f the Atmos

defined in
Complex, Hamilton Atmos will share in a “Distribution 0f Additionai Funds” (as defined in
Exhibit E) equally with all projects eligible for TIF payment from such Additional Funds. An
example illustrating payments will be applied among current eligible projects pursuant
how the
t0 the Downtown Connection TIF Allocation Policy is attached hereto as Exhibit E-l. Hamilton
Atmos understands and agrees that the foliowing proj ects have been approved for reimbursement
from the Tax Increment Fund in the Downtown Connection TIF District as detailed in Exhibit
E—l: Stoneleigh Hotel ($2,500,000), Hall Lone Star/Phase I ($4,000,000), Santa Fe IV
($4,296,264), Grand Ricchi Dallas ($12,870,200), Joule Hotel Expansion ($20,658,500), and the
Continental Building ($22,528,288).
Dallas Central Appraisal District (DCAD) certified values for each tax year will be the
data source used t0 determine values for the increment allocation procedure. However, 110
increment allocation will be made unless the total project as defined in a development agreement
13‘
is completed by January of a given year.
In general, the assignment of increment will be done annually, afier each participating
jun‘sdiction has deposited its annual increment into the Tax Increment Fund. Upon completion
0f a project, developers are eligible t0 be reimbursed from available cash in the TIF fund, if any.
remaining propefiy in the TIP Dism'ct decreases in value

If the appraised value of the
despite new development and as additional projects are approved and completed, the TIF subsidy
for completed projects that year may be reduced 01' unpaid. Similarly, if the sum of (1) the pre-
existing Obligations; (2) administrative expenses; and (3) the sum 0f the Increment Earned for
each completed project is greater than the total tax increment for the Downtown Connection TIF
Dism'ct, then the increment shall be allotted first 0n a proportional basis t0 the projects
generating increment during the most recent tax year. If there is 110 revenue available after
payment of the pre-existing obligations and administrative expenses, there will be no increment
payments made that year.
4.08 Affordable Housing Grant. Consistent with the City Center TIF District and
DDDA’S commitment to provide Affordable Hmming in the central business district and in
consideration for Hamilton Atmos’s investment in the Phase I hnprovements described herein,
Hamilton Atmos is additionally granted an amount not t0 exceed $1,500,000 (the “Affordable
First Amendment 10 the Development Agreement with Hamilton Almos, LP for the Atmos Complex Page l2
Housing Grant”) from the City Center TIP fund. The Affordable Housing Grant will be
dispersed for acceptable work in place in two installments. The first installment 0f$750,000 will
be payable once the Phase I hnprovements are fifty percent (50%) complete and the second
installment 0f $750,000 Will be paid if the Phase I Improvements are totally compieted by the
Phase I~CO date and Hamilton Atmos has received a final certificate 0f occupancy from the City
for suchimprovements. Hamilton Atmos shall make a written request t0 the City for the second
payment upon completion 0f the Phase I Improvements. The second installment 0f the
Affordable Housing Grant shall not be paid if Hamilton Atmos does not request the grant within
6 months after I hnprovements.
completion 0f the Phase The City and acknowledge that DDDA
the Affordable Housing Grant is an obligation separate and apan from the TIF Subsidy Funding,
and the obligation t0 provide the Affordable Housing Grant is subject only t0 those conditions
set foflh in Section 4.09.
4.09Specific Conditions t0 the Affordable Housing Grant. As a condition

precedent t0 payment 0f the second installment 0f the Affordable Housing Grant pursuant t0 this
Agreement and in consideration thereto, Hamilton Atmos shall diligently and faithfully, in a
good and workmanlike manner, complete the Phase I Improvements in compliance with the
requirements of Section 1.01A and in accordance with the Plans and the Description and Budget
attached hereto as Exhibits B and C by the Phase I-CO date. All construction 0f the Phase I
Kltlprovements shall be in accordance with all applicable state and locai laws, codes, and
regulations. Further, Hamilton Atmos shall:
(a) provide Affordable Housing in the Phase I Improvements in accordance

with Section 1.11 and all applicable state and local laws, codes and regulations; and
(b) obtain sufficient financing for the $16,094,583 in estimated totai project
costs for Phase I hllprovements; and
(c) meet the deadlines for obtaining a building permit for the Phase I
Improvements as detailed in Section 1.02 and obtain a certificate 0f occupancy for the
Phase I hnprovements by the Phase I-CO date; and
(d) file deed restrictions (e.g. Land Use Restriction Agreement approved by
TDHCA) approved by the City and consented t0 by all Hamilton Atmos lenders for the
Phase I Improvements, on the West Building t0 ensure compliance with the Affordable
Housing requirements detailed herein for a minimum 0f 30 years.
4.10 Right to Terminate the Agreement. Hamilton Atmos does not

In the event that
perform one 01' more 0f the contingencies listed in Section 4.09 for the Phase I hnprovements,
the City Manager is authofized t0 terminate the Phase I portion 0f this Agreement and t0
disallow the TIF Subsidy amount 0f $3,250,000 and the entire Affordable Housing Grant in the
amount 0f $1,500,000 plus any accmed interest. In the event that Hamilton Atmos does not
perfonn one 0f more of the contingencies listed above for the Phase II project, the City Manager
is authorized t0 terminate all 0f the Phase II portions 0f this Agreement and t0 disallow the TIF
Subsidy amount ofSl 1,750,000 plus interest for the Phase H Improvements.
Right t0 Make Adjustments t0 Contingencies.

4.11 If necessary, the Project
deadlines may be extended up t0 six (6) months subject t0 the approval 0f the Director 0f the
Office 0f Economic Development Director and upon recommendation by the Downtown
Connection TIF District Board 0f Directors. Any extensions beyond six (6) months must be
approved by the City Council.
4.12Notwithstanding any other provision 0f this AgTeement, the panies acknowledge

that Phase I and Phase H 0f the Atmos Complex are two independent phases, and an event 0f
default with regard t0 one phase shall have n0 affect 011 the other phase. The City shall have no
remedies available t0 it with regard t0 Phase I soleiy because a defauit has occurred with regard
t0 Phase II and the City shall be required t0 meet its obligations hereunder with regard t0 Phase I,
including but not limited to the obkigations set forth in Section 4.08, even if a default exists with
regard t0 Phase II.
ARTICLE V
GENERAL PROVISIONS
Article V 0f the Development Agreement is amended and restated in its entirety as
follows:
5.01Force Majeure. If the performance 0f any 0f the parties hereto is delayed by

reason 0f war, civil commotion, acts 0f God, inclement weather, unanticipated subsurface
conditions, fire 01‘ other casualty, 001111 injunction 01‘ any circumstances which are reasonably
beyond the control 0f the party obligated 0r pemlitted under the tenns 0f this AgTeement t0 do 01‘
perform the same, regardless 0f whether any such circumstance is similar t0 any of those
enumerated 01' not, the party so obligated 01‘ pennitted shall be excused from doing or performing
the same during such period 0f delay, so that the time period applicable t0 such design 01'
constmction requirement shall be extended for a period 0f time equal t0 the period such pafly
was delayed.
5.02 Indenmity. Hamilton Atmos agrees t0 defend, indemnify and hold City, its
officers, agents and employees, hannless against any and all Claims, lawsuits, judgments, costs
and expenses for personal injury (including death), property damage 01' other harm for which
recovery 0f damages is sought that may arise out 0f 01‘ be occasioned by Hamilton Atmos’
breach of any 0f the tenns 01‘ provisions Ofthis Agreement, 01' by any negligent act 0r omission
0f Hamilton Atmos, its officers, agents, associates, employees 01‘ subconsultants, in the
performance 0f this Agreement.
5.03 Authority t0 Bind and Limitation. Each general partner 01‘ member executing
this Agreement 0n behalf ofa patty hereto represents that, by executing this Agreement in such
capacity, it acts within the scope 0f its authon'ty and does not exceed the bounds 0f its authofity
t0 act to bind such party regarding the obligations and assurances contained in this Agreement.
City represents that the execution 0f this Agreement as provided below has been duly autho11'zed
by the City Council as provided in the Approval Resohltion.
5.04 Events 0f Default. A default shall exist ifeither pafly fails t0 perfonn 01‘ obsewe
any material covenant contained in this Agreement, 01' if the representation provided for in
Section 5.03 is not tme or The 11011-defaulting party shall immediately notify the
correct.
defaulting party in writing upon becoming aware 0f any change in the existence 0f any condition
01' event which would constitute a default 01‘, with the giving 0f notice 01' passage 0f time, 01‘
First Amendment t0 the Development Agreement with Hamilton Atmos, LP for lhc Atmos Complex Page l4
both, wouid constitute a default under this Agreement. Such notice shall specify the nature and
the period 0f existence thereof and what action, if any, the notifying party requires 01‘ proposes t0
require with respect t0 curing the default. Ail amounts not paid when due shall bear interest at
the Prime Rate (as published in The Wall Street Joumal m National Edition) plus 4%, but in no
event in excess 0f 15% per annum. In addition t0 any other cure provisions contained in the First
Amendment or Development Agreement, PNC Real Estate Tax Credit Capital Institutional Fund
47 Limited Paflnershjp, its successors and assigns, and Columbia Housing SLP Corporation, its
successors and assigns (collectively, the “investment Members”) shall have the right t0 cure ail
defaults within thirty (30) days, after receipt 0f written notice thereof. If a n0n~monetary default
is not reasonably capable 0f being cured within thifiy (30) days, the Investment Members shail
have such additional time as is reasonably necessary to cure such non-monetary default, provided
that the Investment Members initiate steps t0 cure the non-monetary default within thirty (30)
days 0f notice and diligently proceed to cure the default. The notice t0 the Investment Members
may be concun'ent with any and all other notices given under the First Amendment 01‘
Development Agreement.
A11 notices required 0r desired t0 be given t0 the anestment Members shall be in
writing and sent t0 the address set forth below 01‘ such other address designated in a written
notice given t0 Lender:
Limited Pamlers:
PNC Bank Real Estate Tax Credit Capital
121 SW. Morrison Street, Suite 1300
Portland, Oregon 97204
Attention: Ashlie Johnson
5.05 Remedies Available to the City. if a default by Hamiiton Atmos shall occur and
continue, afier thirty (30) day’s notice t0 cure default, the City may, at its option, pursue any and
all remedies it may be entitled t0, at law 01‘ in equity, in accordance with Texas law, without the
necessity 0f further notice t0 demand upon Hamilton Atmos. The City shall not, however,
01'
have the right t0 exercise such remedies for so long as Hamilton Atmos proceeds in good faith
and with due diligence t0 remedy 21nd correct the default, provided that Hamilton Atmos has
commenced t0 cure such default within thirty (30) days following notice, pursues such cure with
reasonable diligence and completes such cure within one hundred eighty (1 80) days.
5.06 Remedies Available t0 Hamilton Atmos. If a default by the City shall occur and
continue, after thirty (30) days notice t0 cure default, Hamilton Atmos may,
at its option, pursue
any and all remedies it may be entitled t0, at law or in equity, in accordance with Texas law,
without the necessity 0f further notice t0 02‘ demand upon the City. Hamiiton Atmos shall not,
however, have the right t0 terminate this Agreement for so long as the City proceeds in good
faith and with due diligence t0 remedy and con‘ect the default, provided that the City has
commenced t0 cure such default within thjfiy (30) days following notice, pursues such cure with
reasonable diligence and completes such cure within one hundred eighty (180) days. The
periods 0f cure provided in Sections 5.05 and 5.06 shall not be applicable t0 monetary default for
which only notice and ten (10) days t0 cure shall be available.
First Amendment [0 the Development Agreement with Hamilton Atmos, LP for the Atmos Compiex Page 15
5.07 Venue and Governing Law. This Agreement in Dallas County, is performable
Texas and venue 0f any action afising out of this Agreement be exclusively in Dallas shall
County. This Agreement shall be g0veméd and construed in accordance with the laws 0f the
State 0f Texas.
5.08 Notices. Any notice required by this Agreement shall be deemed t0 be properly
sewed (i) three (3) days following deposit if deposited in the U.S. mail by certified letter, return
receipt requested; (ii) 0n the next business day if sent by nationally recognized ovemjght
delivery service; 01' (iii) upon receipt if transmitted by facsimile 01‘ electronic transmission,
addressed t0 the recipient at the recipient’s address shown below, subject t0 the right 0f either
party t0 designate a different address by notice given in the manner just described.
IF INTENDED FOR CITY, TO: IF INTENDED FOR HAMILTON ATMOS, TO:

Frank Karl Zavitkovsky, Director Hamilton Properties Comoration
Office 0f Economic Development City 0f 1310 Elm Street, Suite 140
Dallas Dallas, Texas 75201
City Hall, Room SCS Attention: Lawrence E. Hamilton, 1H
1500 Marilla Street Fax: 214.741.5102
Dallas, Texas 75201 Enmailz ted@11amiItonproperties.com
Fax: 214.670.0158 V
E-Mail:
Kari.Zavitkovskv@dallascitvhall.com
With a copy t0: With a copy t0:
City Attorney’s Office PNC Real Estate Tax Credit Capital

City Hall, Room 7DN 121 S.W. Morrison Street, Suite 1300
1500 Marilla Street Pmfland, Oregon 97204
Dallas, Texas 75201 Attention: Ashlie Johnson
Attention: Barbara Mafiinez
Fax: (214)670-0622
E-Mail:
Barbara.111a1‘tinez@dallascitvhal1.00m
With a copy t0: With a copy t0:

Smtzman, Bromberg, Esserman & Plifka, John Shackleford
A Professional Corporation Shackleford, Melton & McKinley
2323 Bryan Street, Suite 2200 3333 Lee Parkway
Dallas, Texas 75201 10th Floor
Attention: John E. Bromberg DaHas, Texas 75219
Fax: 214.969.4999 Fax: 214~780-1401
E—Mail: bromberg@sbep-law.com Emaii jshacngshacklaw.net
Conflict 0f Interest 0f City Employees. The following section of the Charter 0f

5.09
the City of Dallas shall be one 0f the conditions of, and a pan 0f, the consideration 0f this
Agreement, to-wil:
First Amendment to the Development Agreement with Hamilton Atmos, LP for the Armos Complex Page 16
“CHAPTER XXII. Sec. 11. FINANCIAL INTEREST OF EMPLOYEE OR OFFICER
PROHIBITED.
(a) N0 officer 01' employee shall have any financial interest, direct 01‘ indirect, in any
contract with city be financially interested, directly
01‘ 01' indirectly, in the sale t0 the city
0f any iand, materials, supplies 01' sewices, except 011 behalf of the city as an officer or
employee. Any Violation 0f this action shall constitute malfeasance in office, and any
officer 01‘ employee guilty thereof shall thereby forfeit the officer’s 01' employee’s
position with the city. Any violation 0f this section, with knowledge express 01' implied 0f
the person 0r emporation contracting with the city shall render the contract involved
voidable by the city manager 01‘ the city council.
(b) The alleged Violations 0f this section shall be matters t0 be determined either by
the trial board in the case of employees who have the fight t0 appeal t0 the trial board and
by the city council in the case 0f other employees.
(c) The prohibitions 0f this section shall not apply t0 the participation by city
employees in federally funded housing programs, t0 the extent pennitted by applicable

Federal 0r state law.”
5.10 Gift t0 Public Servant.
City may tenninate this Agreement immediately if Hamilton Atmos has offered, confen'ed, 01'
agreed t0 confer any benefit upon a City employee 01' officiai that the City employee 01‘ official is
prohibited by law from accepting.
For puzposes of this section, “benefit” means anything reasonably regarded as pecuniary gain 01‘
pecuniary advantage, including benefit t0 any other person in whose welfare the beneficiary has
a direct 0r substantial interest, but does not include a contu’bution 0r expenditure made and
reported in accordance with law.
Notwithstanding any other legal remedies, City may require Hamilton Atmos t0 remove any
employee of Hamilton Atmos from the Project who has violated the restrictions 0f this section 0r
any similar state 0r federal law, and obtain reimbursement for any exp6nditures made t0
Hamilton Atmos as a result 0f the hnpmper offer, agreement to confer, 01' conferring 0f a benefit
t0 a City employee 01' official.
5.11 Cooperation. Hamilton Atmos and the City shall take all such actions as may be
necessary 0r appropn'ate, although not specifically addressed herein, to effectuate the tenns
hereof and facilitate the prompt and expeditious completion 0f the redevelopment contemplated
pursuant t0 this Agreement.
5.12 Legal Construction. In case any one 01‘ more 0f the provisions contained in this
Agreement shall for any reason be held t0 be invalid, illegal, 01‘ unenforceabie in any respect,
such invalidity, illegality, 0r unenforceability shall not affect any other provision thereof and this
Agreement shall be considered as if such invalid, illegal, 01' unenforceable provision had never
been contained in this Agreement.
5.13 Counterparts. This Agreement may be executed in any number 0f countelparts,
which may be transmitted originally 0r electronically, each of which Shall be deemed an Oliginal
and constitute one and the same instrument.
5.14 Captions. The captions t0 the van'ous clauses 0f this Agreement are for
informational purposes only and shafl not alter the substance 0f the terms and conditions 0f this
Agreement.
5.15 Successors and Assigns.
The terms and conditions 0f Agreement are binding upon the successors and assigns
this
0f all parties hereto; provided, however, this Agreement shall not be assigned by Hamilton
Atmos without prior wn‘tten approval from Director.
An assignment of the Affordable Housing Grant amount to the Central Dallas

Community Development Comoration for tax purposes, however, shall not require City approval
and shall not result in a breach 0f the Agreement as long as Hamilton Atmos remains liable for
all obligations under this Agreement for the balance 0f the term of this Agreement. Hamilton
Atmos shall notify the Director in writing, however, within 3O days 0f such assignment 0f the
Affordable Housing Grant. City may assign 01‘ delegate any 0f its rights or obligations under this
Agreement t0 DDDA but the same shall not constitute a novation.
5.16 Entire Agreement. This AgTeement embodies the complete agreement 0f the
parties hereto, superseding all oral 01‘ written previous and contemporary agreements between the
panics and relating t0 matters in this Agreement, and except as otherwise provided herein cannot
be modified without written agreement 0f the patties t0 be attached t0 and made a part 0f this
Agreement.
5.17 Development Agreement. The remaining provisions 0f the Development

Agreement shall remain in full force I, IV and V as restated herein and
and effect except Articles
the attached revised Exhibits A, B, C, E and E-l and the addition ofExhibit I attached hereto.
EXECUTED this day of May, 201 1, by the City, signing by and through its City Manager,
authorized t0 execute same by Resolution Nos. 11-0661, 11—0662, and 1—0975, approved by the 1
City Council 0n March 9, 201 1, and 0n Apm'l 13, 201 1, and by Hamilton Atmos, LP and DDDA,
acting through their authorized officials.
'
APPROVED AS TO FORM: CITY OF DALLAS //

THOMAS P PERKINS, JR., .
--
Attomey
WM Wm /
City
Assistant City Attorney (

@ualez
Want City Manager
First Amendment [0 the Development Agreement with Hamilton Atmos, LP for the Atmos Complex Page IS
RECOMMENDED BY DIRECTOR: HAMILTON ATMOS LP,
a Texas limited partnership
By: Hamilton Atmos GP LLC,
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iax’xi'réfice E. Hamiltoh, III, Individually
Attachments:
EXHIBIT A LEGAL DESCRIPTION OF THE ATMOS COMPLEX REVISED —
EXHIBIT B APPROVED CONCEPTUAL PLANS/RENDERING AND SITE PLANS FOR
First Amendment t0 lhe Development Agreement with Hamiilon Atmos, LP for the Almos Complex Page 19
THE ATMOS COMPLEX MROVEMENTS — REVISED
EXHIBIT C DESCRIPTION AND BUDGET FOR THE ATMOS COMPLEX
IMPROVEMENTS 7 REVISED
EXHIBIT E POLICY DIRECTIVE FOR THE SHARING OF FUTURE REVENUES IN
THE TAX INCREMENT FUND AMONG PROJECTS COMPLETED
WITHING THE DOWNTOWN CONNECTEON TIP DISTRICT — REVISED
EXHIBIT E-l ILLUSTRATION OF TIF ALLOCATION POLICY REVISED -
EXHIBIT I AFFIRMATTVE FAIR HOUSING MARKETING PLAN
First Amendment t0 the Development Agreement with Hamilton Almos, LP for the Atmos Complex Page 20
EXHIBIT “A”
PROPERTY DESCRIPTEON
Being that certain parcel 0f land located in the City 0f Dallas, Dallas County, Texas which is
bounded 011 the north by Jackson Street, 0n the east by South Hatwood Street, 011 the south by
Wood Street and 011 the west by South St. Paul Street, ail 0f which is within block 98 1/2,
original Town 0f Dallas, which parcel is located at 300 South St. Paul Street, 301 S Harwood
Street, and at 1817 and 1915 Wood Street, Dallas, Texas.
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ExhibitC
ATMOS LOFTS
Dalia Tr
Phasel Phase II
52 Changes 4~20All HTC Proled rota! mo:ed

Acquisition
Ellslv‘ng buflding acquisllion (mt 500,000
Carrying Cosh 50 2,503
wwww
Dosing Com and atq lega! {ees

Subtolal Acquisition Cost 1,002,503 1,00 2,503
Dlled (onslrudlon Casts

Andles' GMAX Connect 8,731,912
Hard Cost of the Deveropmen! for 50.910 3 8,731,912 13,900,000 23,463,710
lndlred Conslnmlon Costs

arhchilectural -design lees 922,000 $00,000 1,422,000
mm
Realeslale auomey/other legal fees 100,000 100,000
Owner HE 195,000 195,000

Asbex‘osAbalcment 400,000 1,900,000 2,300,000
Appliances mspc-o 275,000 460,000

\‘flndow Coverings- mane existing 1° bhnds 25,000 120,000 1451000
Trash Equipment 25,000 50,000 75,000
CAblingleMng 37,450 50,000 37,4 so
\‘IaIer/Power meters 17,000 wmvwwmmmmwmmmmmmw

22,000 39,000
Security/Auess Control 55,000 85,000 170,000

“mmmwmwwmwmwww
leasing fumimte 10,000 10,000
Deck Furniture 10,000 10,000
fitness Equfpment 45,000 45,000
Ardfitedurel S'gnage 12,000 20,000 32,000
Strucluya! Pinning of Marble 100,000 100,000
(0CDC GC fees 21,9 13 34,750 56563

mmmmmmmmmmmmmmmmwmmmmmmmmmmmmwww
A(munting fees 20,000 25,000 454000
Impad Fees
Buldfing vermils and tamed costs 33,713 110,000 203,718
mg»
Apprahai 5,000 5,000 10,000
Market AnalysIs- In carrying cosh

Enfivonmenlal assessmenl- in taming (on; 5,000 5,000
Sons report- In taming (osu

Suney- in purdnse costs 7,500 7.500
Markeilng
mwwwmmmmmmmmmm
Cnnstrudion management fees 140,000 116,000 256,000
Course of construction Insulance 44,500 65,000 109500

Hazard andliablhtylnsurance
Real Properly tales 12,810 115,7 39 123,599
Tenant Relmann expenses

Conllngenq 355,653 1,190,000 2,075,66s
Subtotal Indued Com 3,192,053 4,901,039 8,093,102
Deveroper fees
Housmg consuRanl fees 100,00] 100,000
General 8: adenIsuaU-ae
wwmm
onfil or fee 2,100,000 vvv-m

3,000,000 5, xoopoo
Sublolal Developerlees 2,200,000 3,000,000 52004000
Construction loans
lnleresl~Conschtion 183000 400,000 570,000
Loanollglnallon fees 54,354 193,000 234,354

mummy»
Tilleé‘uecording fees mmmwm

35,000 mmmmm
100,000 185,000
Gosfng (osl and legal 'e es 45,000 45,000
Inspection fees 15,000 18,000 331000
Cred-t report
Discounl pom:
Subtotal co nslmalon loans 339,354 74 3,000 1,067,354
Permaflefl‘ loan
Loan orIgYnann fees 22,000 100,000 122,000
Loan Deposi‘v refundabEe 66,000 300,000 365,000

mmmm
Unden-m‘tflng fee 3 500 vnvsmm
3,500
‘1»me
(losing Cosls and tegal 15,000 15,000 35,000
Bridge loanlsmlon 103103"

Interest Reserve 1,100,000 1,100,000
Other ”naming (1)515
Tauredlt lees $0,000 50,000

«Av.»
<04.»
Cons 445,854 2,303,000 2,74 3,854

Sublolal Other financing
Reserves
Leaserup imeresl 120,000 250,000 3701000
Operating 323,000 350,000 675,000

vumuv.
mmmm mmmm
Rent Up 20,000 110,000 200,000
Sublom Reserves 523,000 710,000 11451000
TOTAL HOUSING DEVElOPMEHT COSTS 15,097,332 24,819,639 m 41,753,169

mm
Commeldal Space Costs 1,000,000 ),DO0,0&"O
IOTAL RESIDEN‘HALDEVELOPMEM’ C0515 16,097,332 25,819,03 9 42,753,169
HTCOG \vovk 462,686 462,686
Total Costs 16,560‘013 25,819,039 43,215,355
ALrnos PHC llHTC 5-]3A1X lofl

Exhibit E
TIF Increment Allocation Policy

Downtown Connection TIF District
As 0f September 30, 2009
It is important for the City 0f Dallas t0 encourage as many projects as possible in the
Downtown Connection TIF District (the “Downtown Connection TIF” 01' “District”).
After satisfying all bond Downtown Dallas Development Authority (“DDDA”)

obligations related t0 reserves and debt service coverage requirements, Downtown
Connection TIF funds will be allocated t0 Developers based 0n the increment created by
the Project (as defined below) and Related Projects/Developers (as defined below) within
the District and the distribution 0f any remaining funds in accordance with the
reimbursement queue policy.
Definitions
Accrued Priority Increment ~ The unpaid balance of the Individual Increment owed t0 a
project.
Administrative Expenses — the City will take a share 0f the District’s annual TIF revenue
t0 compensate for the amount billed t0 the District for costs related t0 the administration
ofits TIF program. This may include charges from the Office 0f Economic Development
as well as other departments.
Available Funds — Total Increment less: (1) debt sewice on DDDA Bonds excluding
Bonds issued pursuant t0 the Continental Building 1111p1‘ovements, (2) Bond trustee fees
and expenses, Expenses, (4) payment 0f any other
(3) Administrative
obligations DDDA
related t0 Bonds issuance, and (5) reimbursement t0 the City 0f Dallas for any grant 0f
loan payments made t0 the DDDA.
Completed Projects H Projects which received City approval for satisfying all 0f its
project obligations and approvai 011 ail supporting documentation required by their
executed development agreements.
Cumulative Individual Increment — sum 0f all Individual Increment that a Project 0r
Related Project produces in all years since its completion.
Developer/Owner — a person 0r entity that has completed all the requirements for a TLF—
eligible Project as prescribed by the Project’s quy executed development agreement.
District-Wide Improvements — i111p1’ovements that benefit multiple properties 01‘ blocks

but are not Specific t0 a single development site such as public parks, gateways, trails,
public open space, public facilities, 01' utility/streetscape improvements.
Individual Increment — the annual amount 0f increment deposited into the District’s TIF
fund by its generated by a Project eligible for TTF
participating jurisdictions that is
reimbursement. Dallas Central Appraisal District (DCAD) certified values for each tax
year will be tho data source used t0 determine values for the increment allocation
procedure.
Performance Percentage w percentage 0f Individual hlcrements divided by the total
Shared Increment.
Project (TIF-eligible) — development

redevelopment that increases the taxable vaiue 0f
01‘
real property at a space 01‘ facility 0f public benefit such as

a particular site 01'
improvements t0 City parks, open space, trails 01' cultural facilities. The Project has been
approved for TIF funds and all requirements set forth in the development agreement have
been completed.
Related Proiect/Developer i if a Developer 01' a Developer’s affiliates (as defined in a
development agreement) has other development 0r redevelopment projects in addition t0

a TiF~eligible Project, increment from those Related P1‘0jcct(s) may be included in
Individual Increment for reimbursement 0f the TIF-eligiblc Project expenses. A
Developer 0f a TIF-eligible Project must have at feast 50% ownership in any Related
Project. These requirements will be further specified in a development agreement where
applicable.
Related Projects must create new taxable real property value for the District based 011 the
following criteria:
o New deveiopment 0n previously vacant land 01' site 0f demolished structures.
o Redevelopment 01‘ major lllodification 0f an existing building that exceeds the

building’s original taxable value by 50% 01‘ more, 01‘ any increase 111 a building’s
floor area ifthe expansion exceeds 50% for residential

original projects, 65% for
mixed—use projects, and 75% for office/showroom projects
Remaining Funds fi Funds leftover after distribution 0f all Accrued Priority Increment
payments 21nd all Individual Increment payments to Completed Projects.
Shared Increment — the sum 0f all Individual Increments generated by all Completed
Projects in a given year.
Total Increment # the annual amount 0f increment deposited into the District’s TIF fund
by its participating jurisdictions.
Procedure
Annually, afier the Tom! Increment has been deposited in the TIF Fund, the funds shall
be used t0 meet the financial obligations offhe Downtown Connection TIF District in the
following order:
1. Payment 0f ail principal, interest, premium (if any) and fund any reserves
necessary 0r desirable in connection with outstanding District Bonds
(excluding Bonds issued pursuant t0 Section 2.07 0f the Mercantile
Development Agreement for the Continental Building Improvements)
pursuant to Bonds issued by the DDDA and t0 pay any DDDA obligations
which are 011 a parity with such Bonds;
2. Payment 0f any fees and expenses 0f the trustee and paying agcnt/registrar
duo and owing;
3. Reimbmsemcnt t0 the City for staff costs, administrative costs and other costs
and expenses 0f the City and the Downtown Connection TIF District;
4. Payment 0f any other DDDA obligations which are subordinate t0 the Bonds,
but are related t0 the DDDA’S role in issuing the Bonds and administering
contracts t0 be funded with Bond proceeds;
5. Reimbursement t0 the City for any grant 01‘ loan payments made t0 tho DDDA
t0 cover debt service 0n the Bonds 01' other DDDA obligations pursuant t0 the
Chapter 380 Program as a result 0f any shortfalls in tax increment 0f the

Downtown Connection TIF District;
Should for any reason the District of the above financial obligations and
fail tQ meet all
satisfying all DDDA bond obligations related t0 resewes and debt service coverage
requirements, 110 funds shall b0 (lish‘ibuted t0 any projects
If, meeting the above financial obligations and satisfying ail DDDA bond
after
Obligations related t0 reserves and debt sewice coverage requirements, the remaining
funds may be used as Available Funds t0 meet other TIF financial obligations including
but not limited t0 the reimbursement ofcertain proj ect costs for eligible projects.
A Complered Project shafl be entitled t0 receive its Individual Increment each year if the
total amount ofAvaz‘lable Funds is greater than the totai Shared Increment for all Eligible
Projects. Should the amount ofAvaz'lab/e Funds be less than the total Shared Increment
in a given year, a C‘omplefed Project shall be reimbursed based 0n their Peijf'ormance
Percentage. The unpaid balance 0f the Individual Increment owed t0 a project Shal} be
deemed as “Accrued Pl'iorig) Increment” and shall be paid in the f0110wing year(s) prior
to tho distribution ofany Individual Increment payments.
Should any Available Funds remain afier distribution 0f ail Accrued Priority Increment
pqyments and 21R Individual Increment payments t0 Eiigible projects, the Remaining
Funds shall be distributed in accordance t0 the Downtown Connection TIP District
Modified Queue Reimbursement Policy approved by the Downtown Connection TIF
District Board 0f Directors 0n September 30, 2009.
THE REIMBURSEMENT OUEUE

The Reimbursement Queue shall list ail approved Downtown Connection TIF District
projects in order 0f priority based upon the earlier date in which the developer submits
evidence 0f an executed construction £02111 and receipt 0f a building permit. Projects, such
as Stoneleigh Hotel and Santa Fe IV, which were completed prior t0 the adoption 0f this
policy, shall be placed in the queue based 0n their date 0f completion.
Each year, City staff is required t0 verify the status 0f all approved Downtown
Connection TIF District projects as 0f June lst. Those projects which have been
completed be eligible to receive their Individual Increment; and shall be eligible t0
shall
receive ali 01' a portion 0fthose funds which remain after the distribution 0f all Individual
Increment payments. Payments from the Remaining Funds shall be made t0 completed
projects in order of their priority ranking.
The amount ofRemaim'ng Funds distributed t0 a project shall not exceed the project’s
Total TiF Award (including interest when applicable) less the amount 0f Cunmlafr've
Individual Increment paid t0 date for a project. After such payment(s) are made, any
iefiover funds shall be distributed to the next completed project in order 0f their priority
ranking.
Should a pl‘oiect which has not been completed as 0f June 1“ 0f a given veal' have
priority ranking over a proicct which has been completed. the uncomplcted proiect
shail be deemed “bumped” and shall not receive any pavments for that year. A
proicct may be “bumped” by more than one proiect in a given year. However, a
“bumped” proiect shall retain its priority ranking for subsequent vears.
As projects are approved by City Council for funding from the Downtown Connection
TIF Fund, they be given the lowest priority ranking until such time the developer
shali
submits evidence 0f: (l) an executed construction loan and receipt 0f a building
permit 0r (2) final certificate 0f occupancv. At which time, the reimbursement queue
Shail be updated. Once bccn completed, its priority ranking shall not be
a project has
subject to change. The City’s Director 0f Economic Development will make the final
determination in applying future available revenues in the TiF Fund amOng Projects.
Exhibit E—l
Downtown Connection TIF Dislricl

Reimbursement Queue
As oIMay 16, 20H
Reimbursement Prion‘ty Primary TiF Maximum Total Eligible TIF Increment Reimbmsement
Priorily' Project Name Dale Construction Status Reimbursement Interest Reimbursement 0n1y‘ Status
1 Sioneleigh Hotel 5/30/2010 Completed $2,500,000 $0 $2,500,000 Yes To Be Paid
2 Ha1| Lone Slar’ 5f30/2010 Completed $852,764 $2,000,000 $2,852,764 No To Be Paid
3 Santa Fe IV »
Nofl Hotel 5/3012010 Completed $4,296,264 $0 $4,296,264 N0 T0 Be Paid
4 Grand Ricchi Dallas -
1600 Pacific 10/26/2010 Under Construction 88.830.000 $4,040,200 $12,870,200 No NIA
5 Joule Hotel Expansion 1/19/2011 Under Construction $20,858,500 $0 $20,658,500 No N/A
TBD Atmos Complex Phase l TBD Under Construction $3,250,000 $3,000,000 $6,250,000 No N/A
TBD Continental Buitding’ TBD Approved $13,305,700 $4,222,588 $22,528,288 No N/A
TBD Atmos Complex Phase ll TBD Approved $11,750,000 $5.000,000 $16,750,000 No N/A
TBD 1914 Commerce Street TBD Under Consideration $13,168,950 $0 $13,168,950 No NJ’A
TBD 1954 Commerce Skeet TBD Under Consideration $3,020.350 $0 $3,020,350 No MIA
TBD Han Lone star progecl - phase ”2 TBD Approved $5,000,000 $0 $5,000,000 N0 N/A
Notes:
'The pn‘on‘ly ranking of an approved project is established by {he submiltal of evidence lo the City of an executed conslruclion loan and building permit for the project,
2Ha1l Lone Slar Project, Phases I and H, is eligible lo receive up lo $2M in interest. The full $2M in interest is shown in Phase of the project
l
“The Total TIF Reimbursement shown for the Coniinenlal Building project includes and additiona! $5M in bond proceeds,
“Based on the development agreement for the project, reimbursement may lake the form of project generated Increment only or project generated Increment ptus shared
increment.
Exhibit l
CETY 0F DALLA$
AFFIRMA’TEVE FAIR HOUSING MARKETING PLAN ‘2”
COMPLETE FORM AND SUBMIT TO:

FAIR HOUSING OFFICE
CITY HALL 0 1500 MARILLA ST., RM 1BN o DALLAS, TEXAS 75201
Ph. (214) 670-3247 e Fax (214) 670-0665
1. INTRODUCTION
The Affirmative Fair Housing Marketing Program requires
that each City Assisted Housing Provider carry out an
affirmative program buyers or tenants of all minority and non-minority groups t0 the
to attract prospective
housing that the applicant is providing. These groups include Whites (Non-Hispanio) and members of minority
groups: African—American, Hispanics and others in the Dalias, Texas area who may be subject to housing
discrimination on the basis of race, color, religion, sex, nationaf origin, handicap or familiai status.
2. APPLICATION AND PROJECT IDENTIFICATION
A. APPUCANTSZ B. PROJECT OR APPLKCATION NUMBER
NAME:
ADDRESS (include city, state and zip code):
NUMBER OF UNITS AVNLABLE:
NUMBER OF UNITS LEASED OR SOLDI
PRICE OR RENTAL RANGE OF UNITS:
m
TELEPHONE NUMBER: FROM $ TO: $
c. PROJECT NAME; D. FOR MULTIFAM:LY HOUSING ONLY:
D ELDERLY D NON—ELDERLY
E. APPROXIMATE STARTING DATE:
PROJECT ADDRESS: ADVERTISING: OCCUPANCY:
F. NAME OF MANAGING AGENT:
CENSUS TRACT: ADDRESS (include city, state and zip code):
3. TYPE VOF AFFIRMATIVE MARKETING PLAN

El Project Pian D
Annual Plan (For single family scattered site uniis)
NOTE: a separate Annual Plan must be developed for each type of census tract in which the house is t0 be built.
D Minority Area D
White (non—minority area) Mixed Area (with D % minority residents)
4. DIRECTION OF MARKETING ACTIVITY
indicate below which group(s) in the housing market area are least likely to appiy for the housing because of its
location and other factors without special outreach efforts.

D White D African—American [:J Hispanic {j Other
5. MARKETING PROGRAM
A. COMMERCIAL MEDIA
Check the media to be used to advertise the availability of the housing.
D Newspaper(s)/Publication(s) D Radio D TV D BilEboard(s) CI Other (Specify)
Rev. by Fair Housing Office 6/291’2004

RACIAL/ETHNIC
NAME OF NEWSPAPER SlZE/DURATiON OF
IDENTIFICATmN OF
RADIO OR TV STATION ADVERTlSING
READERS/AUDIENCE
<1) <3)
(2)
B. BROCHURES, SIGNS AND HUD’S FAIR HOUSING POSTER
(1 )
Wili brochures. leaflets or handouts be used to adveytise? [j Yes D No
¥f yes, attach a copy or submit
when available. (2) For project site sign; indicate sign size Logotype size
x ;
x
Attach a photograph 0r project sign or submit when availabie. (3) HUD’S Fair Housing Poster must be
conspicuously displayed wherever sales/rentals and showings take place. Fair Housing Posters will be
dispiayed in the E] Sales/Rental Office(s); D
Real Estate Office(8); D
Modei Units; C] Other
C. COMMUNITY CONTACTS
To about the avaiiability 0f the housing, the appiicant agrees to establish and
further inform the group(s) least likely to appty
maintain contact with the groups/organization listed below that are located in the housing market area 0r SMSA. If more
space is need attach an additional sheet. Notify FHO 0f any changes in this list. Attach a copy 0f correspondence to be
mailed to these group/organizations. (Provide all requested information)
NAME OF GROUP/ RACIAUETHNIC APPROXIMATE DATE OF PERSON CONTACTED OR
ORGANINZATION IDENTIFICATION CONTACT PROPOSED TO BE CONTACTED
CONTACT
(1) (2) (3) (4)
ADDRESS AND METHOD OF CONTACTS INDICATE THE SPECIFIC FUNCTION

TELEPHONE NUMBER GROUP/ORGANIZATION WILL UNDERTAKE IN
IMPLEMENTING THE MARKETING PROGRAM
(5) (6) (7)
6. FUTURE MARKETING ACTIVITIES (Rental Units Only)
Rev. by Fair Housing Office 6/29/2004

Check the block(s) that best describe future marketing aciivities t0 fill vacancies as they occur after the project has been
initially occupied.
[:1 Newspapers/Publications [:l Radio D TV
D Brochures/Leaflets/Handouts E] Site Signs D Others (Specify)
D. OCCUPANCY GOALS
GOALS CURRENT STATUS

Race/Ethntc Origin: Affican-American % Race/Ethnic Origin: African—American %
Hispanic % Hispanic %
White % White %
Other % Other %
7. EXPERIENCE AND STAFF INSTRUCTIONS (Attach description on separate sheet)
A. indicate any experience in marketing housmg to {he group(s) identified as least likefy to apply Yes D D N0
B. Endicaie training tobe provided to siaff on federal, siate and local fair housing laws and regulations, as weii as this
AFHM Plan. Attach a copy of the instructions t0 staff regarding fair housing.
8. ADDITIONAL CONSIDERATIONS:
9. By signing this form, the applicant agrees, after appropriate consultation with FHO, to change any part of the
plan covering a multifamily protest to assure continued compliance with the City of Dallas Affirmative Fair Housing '
Marketing Program.
FOR FHO'S USE ONLY SIGNATURE OF PERSON SUBMJTTING PLAN
APPROVAL BY: DISAPPROVAL BY:

SIGNATURE: SIGNATURE: NAME (Type 0r print):
NAME (Type or print): NAME (Type or print): TITLE:
TITLE: TITLE: COMPANY:
DATE: DATE: DATE:
Rev. by Fair Housing Office 6/29/2004

EXHIBIT “B”
CONSENT T0 PARTIAL ASSIGNMENT 0F DEVELOPMENT AGREEMENT
1. The City of Dallas, a Texas municipal corporation of Dallas County,
Texas, acting by and through its authorized officer (“City”), here consents to the Partial
Assignment of Development Agreement, dated the lst day of February, 2013, attached as
Exhibit A, by and between Hamilton Atmos LP, as Assignor, and Central Dallas
Community Development Corporation, as Assignee, concerning that certain
Development Agreement with Hamilton Atmos LP, for Redevelopment of the Atmos
Complex, by and between City and Hamilton Atmos LP (“DeveIOpment Agreement”), as
allowed under Section 5.15 of the First Amendment of the Development Agreement.
2. The City’s consent is not to be interpreted or construed as an amendment

to or diminution inany manner ofthe City’s rights and privileges pursuant to the
Development Agreement.
THIS CONSENT TO PARTIAL ASSIGNMENT 0 DEVE

AGREEMENT is executed and effective as of the ii ay of
by and through its Director, duly authorized to execute same un r the
City, acting
Development Agreement and by Resolution Nos. 11-0661, 110662 and 11-0 75,
approved by the City Council on March 9, 2011 and April 13, 201 1..
CITY:
CITY OF DALLAS, TEXAS
EXHIBIT A Partial Assignment of Development Agreement

PARTIAL ASSIGNMENT OF DEVELOPMENT AGREEMENT
THIS PARTIAL ASSIGNMENT 0F DEVELOPMENT AGREEMENT (the

“Assignment”), is entered into by and between Hamilton ATmos
LP, a Texas limited
partnership, acting by and through its general partner (the “Assignor”), and Central
Dallas Community Development Corporation, a Texas not for profit corporation acting
by and through its Executive Director (the “Assignee”).
WITNESSETH:
The City of Dallas, a Texas municipal corporation of Dallas County, Texas,

acting by and through its authorized officer (“City”), and Assignor entered into that
certain Development Agreement as Amended with Hamilton Atmos LP for

Redevelopment of the Atmos Complex, approved by the Dallas City Council on March 9,
2011 and April ll, 2011, by City Council Resolution Nos. 11-0661, 11-0662 and ll-
0975 (the “Development Agreement”).
Assignor now desires to assign to Assignee part of Assignor’s right and interest in
and to the Development Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, the sum of

Ten and Nof100 Dollars ($10.00) and other good and valuable consideration, the receipt
and sufficiency of which are acknowledged, the parties agree as follows:
1. Assignor hereby irrevocably assigns, sets over, conveys, and transfers to

Assignee of Assignor’s right, title, and interest to all monies, consideration, and
all
payments due or owing as a TIF Subsidy, as defined in Section 5.15 of the First
Amendment of the Development Agreement, and as limited under the Development
Agreement.
2. Assignee hereby accepts such transfer of Assignor’s rights in and to the

TIF Subsidy under the Development Agreement.
3. Assignor hereby acknowledges that all of its obligations under the

Development Agreement remain in full force and effect.
4. Assignee acknowledges that the failure of Assignor to fulfill any of

Assignor’s obligations under the DeveIOpment Agreement may render payment of the
TIF Subsidy null and void.
5. The acknowledge that this Assigmnent shall not be effective until

parties
the City has executed this Agreement as its written consent to this Assignment as
required under Section 5. 1 5 of the Development Agreement.
6. Assignor agrees to promptly and diligently perform all duties and
obligations and fulfill all conditions which are required to be performed as a prerequisite
to payment of the TIF Subsidy under the Development Agreement, including using its
best good faith efforts to promptly and diligently submit all documentation and
information to City that is a prerequisite to the payment of the TIF Subsidy.
Hamilton Atmos LP
Attn: Ted Hamilton
1310 Elm Street #140, Dallas
Dallas, TX 75202
THIS PARTIAL ASSIGNMENT 0F DEVELOPMENT AGREEMENT is executed

as of the lst day of February, 2013, by Assignor and Assignee, each acting by and
through its duly authorized oflicer.
ASSIGNOR:
Hamilton Atmos LP, a Texas limited

partnership
By: Hamilton Atmos GP LLC, a Texas
limited liability company, its
magi;Lawrence E Hamilton III

/¢ 2:
Manager
ASSIGNEE:
Central Dallas Community Development

Corporation, a Texas not for profit
corporation its
'
Jo Greenan
Ex cutive Director

A $8-Million Lawsuit Involving Affordable Housing, Downtown Dallas and A Former Council Member

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A $8-Million Lawsuit Involving Affordable Housing, Downtown Dallas and A Former Council Member

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FILED

HAMILTON ATMOS LP and § IN THE COUNTY COURT OF

PLAINTIFFS’ ORIGINAL PETITION

DISCOVERY CONTROL PLAN

2. Plaintiff Hamilton Atmos LP (“Hamilton”) is a Texas limited partnership with its

3. Plaintiff CitySquare Housing is a Texas nonproﬁt corporation with its principal

PLAINTIFFS’ ORIGINAL PETITION PAGE 1 0F 20

JURISDICTION AND VENUE

Hamilton seeks monetary relief over $1,000,000.

THE PROBLEM OF AFFORDABLE HOUSING IN DALLAS

PLAINTIFFS’ ORIGINAL PETITION PAGE 2 0F 20

escape-poverty-and-neither-are-its-neighbors/. One recent study by the Urban Institute found

would apparently prefer to send police rather than education or infrastructure.

9. Recent examinations by Opportunity Dallas and Inclusive Communities Project

DALLAS, https://www.opportunitydallas.org/policy-recommendations (last visited Sept. 9, 2019);

Building Inclusive Communities, INCLUSIVE COMMUNITIES PROJECT,

https://www.inclusivecommunities.net/building-inclusive-communities/ (last visited Sept. 9,

UNITED STATES OF AMERICA AND THE CITY OF DALLAS (2015),

PLAINTIFFS’ ORIGINAL PETITION PAGE 3 OF 20

corruption-findings-10521451 (Mar. 29, 2018).

impact and HUD’s regulations regarding the deployment of such funds.

THE PROMISE OF DOWNTOWN

deemed by office brokers to be obsolete.

PLAINTIFFS’ ORIGINAL PETITION PAGE 4 OF 20

was never built for residents.

financing tools to do so.

TAX INCREMENT FINANCING: An Irreplaceable Tool for Redevelopment

https://www.dallasecodev.org/358/Tax-Increment-Financing-Districts (last visited Sept. 10,

formed by downtown’s landowners themselves. Downtown Connection TIF District, DALLAS

ECONOMIC DEVELOPMENT, https://www.dallasecodev.org/416/Downtown-Connection-TIF-

District (last visited Sept. 10, 2019).

PLAINTIFFS’ ORIGINAL PETITION PAGE 5 OF 20

perhaps none of its recently recruited, high-paying employers.

necessary to be successful on a historic redevelopment project in downtown Dallas can, and

PLAINTIFFS’ ORIGINAL PETITION PAGE 6 OF 20

HAMILTON RESCUES THE ATMOS COMPLEX

21. Hamilton Properties is Plaintiffs’ developer, a veteran of downtown

redevelopment, and one of the city’s foremost providers of affordable, mixed-income

looking for another acquisition opportunity in downtown.

collectively as the Atmos Complex—presented a unique redevelopment challenge because the

Hamilton Properties tackled the challenge.

PLAINTIFFS’ ORIGINAL PETITION PAGE 7 OF 20

Agreement with HUD’s Office of Inspector General.

exchange, Hamilton would substantially increase the number of affordable units.

PLAINTIFFS’ ORIGINAL PETITION PAGE 8 OF 20

in the most challenging economy to house our vulnerable neighbors.

(“CitySquare”) predecessor entity as a development partner because of CitySquare’s deep

have been periodically provided to the city.

PLAINTIFFS’ ORIGINAL PETITION PAGE 9 OF 20

using just over 5% of the total TIF funds.

TAX INCREMENT FINANCING: The Long Wait for Payment

result in $180,000 of lost revenue over the life of the property.

affordable housing without public participation.

there is a diminished vulnerability to charges of giveaways or waste. In order to further guard

award was paid.

PLAINTIFFS’ ORIGINAL PETITION PAGE 10 OF 20

the awards and 2) pay successful applicants in an equitable order.

PLAINTIFFS’ ORIGINAL PETITION PAGE 11 OF 20

while patiently waiting on its award.

THE CITY WELSHES ON THE DEAL

THE DANGER TO THE CITY

PLAINTIFFS’ ORIGINAL PETITION PAGE 12 OF 20

of more affordable housing may be the most important.