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Management Agreement Proposed Changes

Insert Section 2.05(f)

State Fair of Texas Contract. The contract entered into between the City and
the State Fair of Texas, pursuant to Resolution No. 02-2405 and approved by the City Council on
August 28, 2002 (the State Fair Contract), is not freely assignable by the City without the
consent of the State Fair of Texas. Before any assignment of the State Fair Contract by the City
to the Foundation, the State Fair Contract shall be amended to:
clearly define net revenues and provide for the expenditure of net
revenues by the State Fair for the development and enhancement of Fair Park;
reduce the size of State Fair Seasonal Areas in accordance with the
Ash+Lime Proposal attached as Exhibit 2.05(f)A to allow the construction and free public
use of the signature community park described in Section 6.16;
require the State Fair to operate the Midway year-round with park
compatible rides, amusements and other suitable activities;
require the State Fair to be responsible for (i) all repairs, maintenance and
restoration of the buildings used exclusively by the State Fair (as listed in Exhibit
2.05(f)B, and the Cotton Bowl, so long as the Texas-OU game is played at the Cotton
Bowl, and (ii) its pro rata share (based on usage) of repairs, maintenance and restoration
of other buildings used by the State Fair;
require the State Fair to pay for any parking garages deemed necessary
because of reduced surface parking resulting from the development of the community
signature park;
require the State Fair to create a supporting organization to raise
endowment and operating funds to sustain its commitments to Fair Park; and
require the State Fair to pay all property taxes on the approximately 70
acres of land it owns in the vicinity of Fair Park.
After amendment of the State Fair Contract and assignment of the Citys rights and interests
under the State Fair Contract to the Foundation, the Foundation shall enforce the State Fair
Contract in accordance with its terms. Attached hereto as Exhibit 2.05(f)C is the executed
Assignment of the State Fair Contract to the Foundation, effective upon the Commencement
Date of this Agreement.

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Financial Self-Sufficiency New Provision

Section 3.07 Financial Self Sufficiency.
It is the intention of this Agreement that City bond funds be joined with Non-City Sources to
launch and assist the Fair Park revitalization, but it is also intended that the revitalization be
managed so that, in a reasonable period of time, the Foundation and Fair Park tenants/operations
become substantially self-sufficient as the major components of the Vision/Redevelopment Plan
(Section 4.03(b)) have been realized. After five (5) years, the Management Fee shall be reduced
by the lesser of $1,000,000 or ten (10) percent of the then current annual Management Fee each
year until the Management Fee is reduced to and fixed at Seven Million Five Hundred Thousand
Dollars ($7,500,000) each year. A process for accomplishing financial self-sufficiency shall be
that the Foundation and its non-profit tenants shall be responsible for creating supporting
organizations to raise needed operating and endowment funds which, together with admission
charges and other revenue sources, will provide substantial financial support in all capital and
operating expenses, including building maintenance, restoration and other improvements. Any
for-profit tenant must provide for its own operating and capital financial needs.

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Vision/Redevelopment Plan New Provision

(to be added as new subsection 4.03(a) with remaining sections of Section 4.03 to be re-lettered)
Within eighteen (18) months following the Effective Date the Foundation shall
develop an updated comprehensive development & use plan (a Vision/Redevelopment Plan),
that will achieve the goals stated in the purpose clause (Section 1.01). The
Vision/Redevelopment Plan should provide for the design of a great mixed use redevelopment,
with compatible co-existing uses, including an active community park, historical buildings that
are renovated and occupied, and a restructured State Fair footprint and operating rules that
engage and support the surrounding neighborhoods. The Vision/Redevelopment Plan should

estimated costs and investments;


financial return to Fair Park and the City;


procedures for counting visitor attendance and charting changes in and patterns of


environmental procedures and fiscal sustainability policies;


financing strategies and sources; and


connectivity with neighborhoods surrounding Fair Park.

The Vision/Redevelopment Plan must be completed and submitted to the Park and Recreation
Board for approval within eighteen (18) months following the Effective Date. The process for
developing and constructing the Vision/Redevelopment Plan will conform to national best
practices, as prescribed by the Trust for Public Land and will be inclusive and diverse. During
the development of the Vision/Redevelopment Plan the Foundation shall conduct a nationwide
search for and hire a chief executive officer with experience in the development of urban parks
and establish benchmarks for accountability in the development and implementation of the
Vision/Redevelopment Plan.

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Section 4.11 Personnel.

The Foundation shall employ, pay, supervise, and discharge all personnel the Foundation
determines to be necessary, appropriate, and convenient for Fair Park Management and its
performance under this Agreement. The Foundation will have sole discretion and responsibility
regarding initial and future personnel matters and to determine its personnel policies, procedures
and practices, including compensation, benefits, and perquisites. The City shall not have any
responsibility for or exercise any control over the Foundation personnel, and in no event shall
any of said personnel be deemed City employees. Notwithstanding any of the foregoing, the
Foundation shall make an offer of employment tointerview all employees of the City currently
based at Fair Park, with for employment by the Foundation for future work at Fair Park with a
view to the performance objectives and individual abilities and competence, such employment to
become effective as of the Commencement Date, and the Foundation shall comply with the
non-discrimination and other similar provisions of this Agreement in its employment matters and
will provide and maintain at all times reasonable whistleblower protections for its employees.

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MWBE New Provision

Section 4.24. Minority and Women Business Enterprises.
To ensure that Minority-owned and Women-owned Business Enterprises (MWBE) have the
full opportunity to compete for and participate in Foundation contracts, the MWBE policies and
objectives of the City are incorporated into this Agreement. The Foundation shall develop and
implement a MWBE Procurement Program (the MWBE Program) for all procurement and
contract opportunities with the Foundation, require all first tier builders, vendors, contractors,
suppliers and partners to participate in the MWBE Program, and utilize local minority businesses
in the development and operation of Fair Park. The MWBE Program should first look to utilize
minority businesses in and surrounding the Fair Park community, and then minority businesses in
Dallas County. The Foundation and first tier firms must report MWBE participation on a
quarterly basis. The Foundation shall establish an executive position with the Foundation and
appoint to that position a person who will be responsible for MWBE participation and diversity
inclusion and utilize the expertise of external diversity consultant experts to create a meaningful
program to achieve the goals and objectives of the MWBE Program. The MWBE Program shall
be incorporated into and made a part of this Agreement for all purposes. If the Foundation
receives a notice of any violation of the MWBE Program, the Foundation shall diligently work to
cure such violation as is required and cooperate with the City to correct such violation.
MWBE Reporting. Within forty-five (45) days after the Commencement Date,
the Foundation shall provide the City with a copy of the Foundations MWBE Program, and
thereafter, the Foundation shall provide quarterly reports on progress toward meeting the MWBE
participation goals on forms to be provided by the City. The Foundation shall maintain records
showing (a) construction contracts and agreements with MWBEs, and (b) specific efforts to
identify and award construction contracts and agreements to MWBEs.
Outreach. In an effort to meet the gender and ethnic-specific MWBE utilization
goals, the Foundation shall implement an outreach program designed to solicit participation of
MWBEs. These outreach efforts should also target small businesses generally.
Supplier Diversity Policy. Within ninety (90) days after the Commencement
Date, the Foundation shall submit to the City a reasonable supplier diversity policy which will
not conflict with the MWBE Program regarding the Foundations procurement of materials and
services to be used exclusively at Fair Park. The supplier diversity policy may be reasonably
modified from time to time by the Foundation provided the policy and all modifications have
been approved by the Park Board.
Minority Employment and Internship Program. The Foundation shall employ and
openly advertise, a competitive, and non-discriminatory process to select its contractors and
consultants, consistent with the Citys SBE and M/BE Policies to provide small, minority and
women-owned business enterprises with the maximum practical opportunity in the performance
of contracts with the Foundation. The Foundation shall create a program to provide internship
opportunities to local minority students in and surrounding the Fair Park community. The
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program must also require first tier vendors, contractors and partners to participate in the
internship program and provide internships to local minority students in and surrounding the Fair
Park community. The Foundation and first tier firms must report the number of students in
internships on a bi-annual (6 month) basis.
Partnerships with Local Minority Organizations. The Foundation must create a
program to partner with and support local not-for-profit organizations residing in the Fair Park
community that advocate and providing services to minorities in the Fair Park community,
including organizations such as community centers, chambers of commerce, contractor
associations, business organizations, schools and churches.

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Section 6.16 Signature Community Park.

No later than six (6) months following the Commencement Dateadoption of the
Vision/Redevelopment Plan, the Foundation shall prepare conceptual designs for a signature
community park of at least 80 acres to be located within the southern area of Fair Park in the
vicinity of Robert B. Cullum Boulevard, Martin Luther King Junior Boulevard, Grand Avenue,
and Second Avenue, as shown on Exhibit 6.16, to be open to the public free of charge so as to
allow the surrounding neighborhood year-round access to green space and recreational
opportunities; . (However, the Foundation may permit parking on portions of the community
park on Texas OU football game day, provided that the State Fair is obligated to restore the
condition of the park grounds promptly thereafter.) The Foundation acknowledges that
construction of this signature community park is the Park Boards top priority, and the City
acknowledges that the Foundations ability to construct this community park will be dependent
on the Foundations ability to raise the necessary funding. The Foundation acknowledges that
construction of this community park is the Park Boards top priority for the development of Fair
Park, as indicated in Exhibit 3.03 to this Agreement, and agrees to commence construction of the
community park on or before the earlier to occur of (a) twenty-four (24) months after the date on
which either Bond Funds or funds from Non-City Sources become available for capital
expenditures under Section 3.03 of this Agreement, or (b) seven (7within one (1) year after
completion of conceptual designs for the community park and to complete construction of the
community park within five (5) years after the Commencement Date, and thethereby increasing
the value of Fair Park in its entirety and the use and enjoyment of Fair Park by residents of the
City and immediate neighborhoods. The City acknowledges that the Foundations ability to
construct this community park will be dependent on the ability to raise the necessary fundingto
the extent Bond Funds are unavailable, funds for construction of the community park must be
derived from revenues of Fair Park and funding from Non-City Sources.

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Section 9.04 Public Transparency.

The Foundation acknowledges and agrees that it is subject to the Texas Public Information Act,
as amended (the TPIA). irrevocably agrees it will be subject to the provisions of the Texas
Public Information Act (formerly known as the Texas Open Records Act), Chapter 552,
Government Code (the TPIA). The Foundation further agrees that it will not resist nor litigate
the applicability of the TPIA to the Foundation. Further, the Foundation agrees it will not assert
any of the discretionary exceptions listed in Subchapter C of Chapter 552 without prior written
approval from the City of Dallas City Attorneys office. In the event the City Attorneys office
does not promptly respond to a request for approval, such request will be deemed denied/rejected
and no application to the Attorney General for an opinion on any discretionary exception will be
The Foundation agrees that any request received pursuant to the TPIA will be immediately
forwarded to the Dallas City Attorneys Office, along with any Foundation responses.
The Foundation agrees that it will not implement or engage in the systematic purge or removal of
documents/emails/databases without first obtaining permission from the Dallas City Attorneys
office. In the event the City Attorneys office does not promptly respond to the request, such
request will be deemed denied/rejected.
To the extent any Fair Park tenant is subsidized in any way from the Foundation or the City of
Dallas in the form of rent abatement or other subsidies, The Foundation agrees to require the
language set out above in any and all future lease(s) for those tenants at Fair Park, including all
renewals and renegotiations of same.
In addition, all non-profit tenants of Fair Park and all sponsors of events or exhibitions at Fair
Park shall acknowledge and agree in writing in their contracts with the Foundation that they are
subject to the TPIA and will promptly respond fully and in good faith to open records requests.
The Foundation agrees that in the development and operation of Fair Park it shall comply with
the Texas Open Meetings Act, Chapter 551 of the Texas Government Code.

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