Mary Kathryn Suhm 1 NO, DC-14-01443 2| TRINITY BAST ENERGY, LLC, ) IN THE DISTRICT COURT 3 Plaintifé, } 4] vs ) DALLAS COUNTY, TEXAS S| CITY OF DALLAS, TEXAS, } 6 Defendant. } 192ND JUDICIAL DISTRICT 7 a SEBO C INES IO SUSU ECE IEEUEEA ti ibibi kines 9 ORAL AND VIDEOTAPED DEPOSITION OF 10 MARY KATHRYN SUEM DECEMBER 2, 2015 2 JESUS ORNS EUS SIO EEOC UEOF Hii 33 14 15 ORAL AND VIDEOTAPED DEPOSITION of MARY KATHRYN 16] SUHM, produced as a witness at the instance of the 17] Plaintiff, and duly sworn, was taken in the 18] above-styled and numbered cause on the 2nd day of 19) December, 2015, from 9:38 a.m. to 4:52 p.m., before 20) Michelle L. Munroe, CSR in and for the State of 21} Texas, stenographically reported, at Winstead PC, 22] 2728 N. Harwood Street, Suite 500, Dallas, Texas, 23) pursuant to the Texas Rules of Civil Procedure and 24] the provisions stated on the record or attached 25] hereto. DepoTexas, Inc. 13212 13 14 15 16 W 18 qs 20 21 22 23 24 25 Mary Kathryn Suhm APPEARANCES FOR THE PLAINTIFF: Mr. Arthur Mr. Christopher A. Brown WINSTEAD PC J. Anderson 2728 N. Harwood Street 500 Winstead Building Dallas, Tex 214.745.574 214.745.539 as 5 0 75201 telephone fax aanderson@winstead.com cabrown@winstead.com FOR THE DEFENDANT AND THE WITNESS: Mr. Peter B. Haskel Mr. Christopher J. Caso DALLAS CITY ATTORNEY'S OFFICE 1500 Marilla Street ALSO Suite 7DN Dallas, Tex 214,670.303. 214.670.062 peter. haskel@dallascityhall.com chris.caso@dallascityhal PRESENT: as 8 2 75201 telephone fax D. Stephen Fort Neva Dean -com 133 DepoTexas, Inc.09: 09 09: a9 09: 08: 09: 09: 09: 09 09 09 09: 38: 238: 28: 39 39: 39: 39 29 136 38 +40 42 00 03 208 208 08 08 229 213 122 5 10 ul 1s 16 17 22 23 Mary Kathryn Suhm PROCEEDINGS THE VIDEOGRAPHER: We're on the record at 9:38 a.m, Today's date is December 2nd of the year 2015. Counsel present will please identify themselves and state their agreements for the record, after which the court reporter will please swear in the witness. MR. ANDERSON: Art Anderson on behalf of Trinity East Energy, LLC. Chris Brown, Win tead PC, also on behalf of plaintiff, Trinity East Bnergy, LLC. MR. HASKEL: Peter Haskel on behalf of City of Dallas and the witness, Mary Suhm, with our city representative Dean -- Neva Dean. And with me is Chris Caso at the table. MARY KATHRYN SUHM, having been first duly sworn, testified as follows: EXAMINATION BY MR. ANDERSON: Q. Can you please state your full name for the record? A, Mary Suhm. Q. Do you have a middle name? DepoTexas, Inc. 1342139s, 09:39: 9:39 09:39: 09:39) 09:39: 09:39 as:39 09:39: o:39r 09:39 09:39: 09:39 09:39: 09:39: 09:40 09:40: 09:40: 09:40 09:40: 09:40 p40 293 30 4 5917 59 18 95 20 06 21 1. 22 14 24 15 25 Mary Kathryn Suhm A. Kathryn. Q. Is that with a K? A. Uh-huh. Q. Okay. And what is your home address? A. Q. Is that a street? A. Yes. Q. And what city? A. Dallas. Q. And do you have a business address? A. No. Q. Do you have any other business or home addresses? A, I own another home. Q. Okay. And where is that? A. In -- in, excuse me, Texas. Q. And what's the address there? A. Q. I'm sorry? A Q. Is that within the city of A. Yes. Q. Okay. Now, are you the former city manager of the City of Dallas? DepoTexas, Inc. 13509 03: 09: oa: og: 09 09 09: 09: 09 09 08: 09:4 09: 09: oo: os: 09 40: 40: 40: 40 49 142 245 o 209 23 a5 124 227 130 22 1:32 Mary Kathryn Suh A. Yes. Q. What was your term, length of years, when you were the city manager? A. Spring of 2005 to summer of '13. @. And so you're no longer an employee at the City; is that fair? A. No, I'm not. Q. After you left the City -- left being the city manager, did.you have any employment relationship with the City of Dallas? A. Yes. Q. And can you describe that for me? A. I worked on -- an acting city manager was appointed interim city manager, and I worked on assigned projects until I left the City's employ in January of '14. Q. Were you a third-party consultant? A. No. Q. Okay. Were you an employee of the City? A. Yes. Q. Okay. And so would it be fair to say that your employment terminated with the City of Dallas in January of 2014? A. Yes. MR. HASKEL: Objection; form. DepoTexas, Inc. 13609: oe ose os oo: oo: os: 595 59: 89; 59: 59: a 34 35 36 40 242 09) 09: 10) 10: 204 10) 10 202 202 103 2 207 12 238 20 20: 10: 20: oo: 2002 oa: 42 44 a7 22 23. Mary Kathryn Sum 24 Q. So that's about an eight-year time frame you were the city manager? A. Yes. Q. And relatively recently you ended your ‘tenure in 2013, correct? A. Yes. Q. But you can't recall approximately how many trials you testified at? A. No, sir. Q. And I think you testified that you had had your depositions taken numerous times; is that correct? A. Yes. Q. And did you have your deposition taken more times than you testified at trial? A. I don't know that I can say that for certain. Q. Have you ever been a party to a lawsuit? A, Other than my -~ with my employment with the City? Q. Well, we'll break it out. Let's say other than your employment with the City. A. No. Q. Okay. With regards to your employment at the y ~~ not where the City was the only named DepoTexas, Inc. 137to: 10: to: 1a: ao: 10: to: no: 15s ase a5 8) ae a5: 35) 235 235: 215: 216 16: 216: 216 116 162 26e 24 216 116 s7 220 2a 25 30 33 33 33 234 38 33 4s 54 89 89 02 1 0 07 12 20 26 10 cry 12 4 as 16 u 18 20 a1 22 23 24 Mary Kathryn Sum A. I don't -- I can't -- I don't know where -- Q. That's okay. A. I told you what the form was as I looked at it. I don’t know what it searched. Q. Okay. So it's -- at this point in time, ‘you can't testify that all of the -- the files that were available to you were searched to find responsive documents -- A. I don't have —- Q. -- is that fair? MR. HASKEL: Objection; form. A, I don't have enough computer expertise to assure you that everything I touched was searched. Q. Okay. And so the mksuhm@gmail.com account, you had at least back in 2013, correct? A. Obviously. Q. Do you recall how much before that? A. No. Q. Okay. And did you have an e-mail account of msuhm@att .blackberry.net? A. That was a city account, yes. Q. Did you have any other city accounts or is that the one that you utilized? A. I don't recall whether there were others DepoTexas, Inc. 138ao: ao: to: ao: aoe ao: 40) 40; a6: 16: 16: 16 6: a6: 16: 116 26 26 26 27 20 32 33 38 2 10 ul 10:1 40) 10; 20 10; 10: 20 10) 20: 10: 36: 16 16: 16 u u 0 u a7) a7 ” “ 83 37 00 02 03 08 a 14 as 16 vv a8 19 20 22 23 24 2s Mary Kathryn Suhm 39 or not -- Q. Okay. A. -- but that one I had. Q. Okay. So that one would be the one on your cell phone, right? You're like me, you're old school, BlackBerry. A. I was at the time, not anymore. Q. I'm -- I'm the only one who's left that still has one. So you would have had, I'm assuming, an account as part of your PC, right, in your office? You didn't do all your work off your BlackBerry, did you? A. No. No. Q. Okay. MR. HASKEL: Objection; compound -- objection; form, excuse me. Q. You would have done some of your work off the BlackBerry, maybe when you were off-site as an example, and then you would have had a PC in your office that would have your e-mail account with the City; is that fair? A. Yes. Q. Okay. And other than your cell -- I'11 call it the cell phone account. DepoTexas, Inc. 13910 Lo: 10: 229: 129: 229 129: 128: 29: 129: 129: 1291 1291 229 229: 129: 29: 129 128 1298 30 302 30 30 130: 230: 24 25 26 274 33 39 05 48 87 58 00 02 06 07 12 16 7 18 20 a1 22 23 24 25 Mary Kathryn Suhm if it's a strong mayor, strictly strong mayor, he's in charge. Now, he normally hires somebody in a similar position to a city manager, but -- he or she. Q. And so Dallas is the city manager organizational -- A. Form of government. Q. == function? A. Yes. Q. Okay. Now, I would like to kind of move a little bit to, I guess, a specific subject area. Is the city manager responsible for preparing the -- the annual budget that gets voted on by the council? A, It's their responsibility. The city manager is not putting every piece together but... Q. Well, I understand. It's a -- it's a multibillion dollar -- A, When it's sent out to the council, it's called the city manager's budget, and then the council changes it as they see fit. Q. Okay. And would it be fair to say that -~ that the annual budget would be most -- one of the most important jobs of the city manager? MR. HASKEL: Objection; fo: DepoTexas, Inc. 14010: 10: a0: 10 10) 10: 10: 230 130% 30: 30 130: 130: 20: 31: a1 sau sis au sal: 31: su: 33 43 4a 46 49 0 208 10 ns a 20 23 30 10 qt 12 231 25 Mary Kathryn Suhm 52 A. It is one of the city manager's responsibilities. It's a big responsibility, but 1 don't know that I would characterize it quite like you did. Q. And would it be fair to say that citizens are often sensitive to raises in their property taxes? MR. HASKEL: Objection; form. A. No, I don't think it would be f. x to say that. Every -- everybody has a different view of that. Okay. Have you ever been at meetings where City Council’ members stated that during the budget process, they wanted to avoid raising taxes? A. You read it in the paper all the time. I mean, it's a statement City Council occasionally makes, yes. Q Yeah. And when you were city manager, were there statements made by City Council members during the budget process that they wanted to ensure that a proposed budget did not include a tax increase? A. That's a standard conversation that comes with most every budget, whether it's the City, the State, the Feds, whoever. I mean, I think you'll DepoTexas, Inc. 14110: 10 10: 10: ao ao 10: Loe 10: a3: 33: 233 233 a3 133 233 3 33: 33: 216 39 a 3:24 26 21 32 a4 136 139 a3 3 as a7 cr 1g 233: 24 Mary Kathryn Sum 54 your expenditures. That's -- that's all I would say. Q. And I'm -- and I'm being inarticulate because we're going to go into sub items. But I'm just trying to say the two -- and I think it's -- I'm not trying to trick you. It's just the two main items in a -- ina budget are what are the revenues that are going to come into the City, whatever they are, and then what are the expenses that the City has to pay for the next year; is that fair? A. No, because I would not categorize those main items in a budget. They're just -- they are the budget. You have expenditures and you have to have revenues to cover the expenditures. I -- Q. Okay. You -- you described it better than I did. A. Okay. Q. And in Dallas, is there a requirement that there be a balanced budget? AL Yes. MR. HASKEL: Objection; form Q. Okay. And what is a ball balanced ed budget? MR. HASKEL: Objection; form. DepoTexas, Inc. 14210 10 10:3 10: 10: to: 10: 10: 218 120 120 122 125 239 242 45 10 10: 10 55 59 201 202 a 12 13 aa 15 16 a7 22 23 24 25 Mary Kathryn Suh it must be adopted. Q. And so is the firs step in the process that the staff kind of puts together what their wish list is in terms of what items they would like to include in the budget? A. No. Q. Okay. What's the first step in the process? A. To look at what expenditures you think you're going to have for the following year. Q. Okay. And so the following year goes from -- is that, like, October 1 to -- A. September 30th, yes. Q. Okay. And then after the staff -- does the staff prepare that in writing and provide that to the city manager? A. You're being a lot more simplistic than it really is. Q. Okay. A. Each department will look at what they estimate the expenditures are going to be. That will be compiled and presented to the city manager. Q. Okay. And then what's the next step in the process? A. It varies depending on city manager. DepoTexas, Inc. 143us u aus a rte 05 08 05: 108: noes 2:05: 22 124 28 31 32 36 42 10 2082 12 14 an as us 106 106 106: 06 06: as a7 122 227 16 237 ‘Mary Kathryn Suhm 66 (Exhibit 3 marked.) Q. Allright. Let's go to the -- the budget process in 2007-2008. We have documents, don't worry. A. Okay. ©. We're just going to kind of change direction here. I'm show it 3. And this is g to you Ex later in time, as you can tell. It's a memorandum from you to the mayor and members of the council dated February 22, 2013. And is this a document that you signed on the second page? A. Yes. Q. And would this have been a document that you prepare A. Probably not. Q. If -- if you signed a document, do you take responsibility and agree with the statements that are made in the document? A. Yes. Q. Okay. So the document is a memorandum with backup that includes a PowerPoint to the council dated February 27, 2013. And did you assist in preparing the DepoTexas, Inc. 144as 5206240 106242 06:45 06:45 07:39 ni: ut as n u as 07243 07:46 ona? 07:51 07:54 07256 108202 108103 1 08:06 10846 108248 153 08:54 08:55, 08:59 09:01 10 aL 12 17 18 19 ‘Mary Kathryn Suhm 67 PowerPoint? You might want to unclip it. It may be easier for you. A. (Reviewed document.) Q. Yeah, I -- I apologize, Ms. Suhm, if you could go to the PowerPoint, which is behind that document, the second page. A. I can't read this? Q. Well, not if it's going to take time. We can do later off the record, but not if it's going to take time off the deposition. A. Well, if you're going to ask me questions -- this is a summary of this. If you're going to ask me questions about it, I think it's fair that I get to read it. Now, I'm about here (indicating), so it won't take much longer. Q. all right. A. (Reviewed document.) Okay. Q. The PowerPoint that's attached to the memo, is that a document that you would have prepared? A. No. Q. Would you have reviewed the PowerPoint before it was presented to the council? A. Yes. DepoTexas, Inc, 145,as nu: ua: us u as us an an i: un 09: 09 209: 09: 208 09: 109: 09: 09 09: 209: 09: 109 09 09 08: 09: 10: ao: 10: 10: on oa 10 aa 12 rr 46 48 a9 54 258 eo 05 o7 09 13 10 qi 12 14 15 16 a 18 22 23 24 25 ‘Mary Kathryn Suhm 68 Q. And did you present this to the council? A. I don't recall Q. Okay. If you could go to page 3 where it says, Overview. Do you see that? A. Yes. Q. The top line says, Fall 2006 direction to explore leasing of mineral rights. Can you tell me what that means? A, I can tell you what I assume it means, that in fall of '06, there was an indication by the council that it was all right to work on pursuing this particular issue to look at it. Q. Okay. And would this have been like a formal council vote? A. It could -- it could have been but it also might not have been. Q. Okay. And so would this have been discussions in a public meeting? A. I don’t know where it was. Q. Okay. And I'm trying to figure out who would have given you the direction to explore leasing of mineral rights. Was it specific council members? The mayor? Who would have given that direction? DepoTexas, Inc. 148to: 15 ais a: a as aa a a 10: 10: 10: 2a 26 29 233 234 31 an 10 ch 12 a ua: al: a: niet sla: 10) aus aus sul slit 18 19 20 21 22 23 24 Mary Kathryn Suhm 69 A. Generally it's an indication from more than one member of the council. Q. Okay. So you would have had discussions with members of the council about the possibility of leasing city land for mineral rights in 2006, and your direction may have been either formal or informal from the council? A. Tt could have been any number of ways that don't -- not necessarily individual conversations with council members. Q. Okay. I mean, how -- how would it have happened without having individual conversations with council members? A. Could have been having a budget briefing, you know, high level budget briefing, said here is what we're looking for for the next few years, here are some possible items we would like to work on pursuing as we prepare the budget in a briefing. And you would hear most of them say, yeah, let's look at that or we're -- you wouldn't hear a lot of objections to looking at it so Q. But -- but that budget briefing wouldn't be in the fall, would it, because you would have just finished your budget before -- the year before? A. It could have been any time. I mean, it DepoTexas, Inc. 147aise att: ua unl airdi: quia: presen aii: in: aaa: uit aasa2: aise aasazs aasa2s usa: ansa2 ansa2 az ng 24 28 31 37 40 a 46 49 a 03 06 16 ae 22 10 aL 12 13 14 16 v 18 a9 20 22 23 28 25 Mary Kathryn Suhm 70 could have been -- it could have been, you know, as you were ending that budget. Q. Okay. And so what -- what did you do or what did you direct your staff to do after getting this direction? A. To begin to look at the possibility of pursuing that option. Q. And in what ways? What are the step: Other than just saying explore, what -~ what -- what exactly were they supposed to do? A. That's what they're supposed to do -- Q. Okay. A. -- go explore the options, what's required, what the possibilities are, what the likelihood of accomplishing it is, that sort of thing. Q. And -- and who would have been the staff members that would have had responsibilities for that portion? A. There were multiple ones working on it. You would've had some people in the budget office, you would've had -- Mark Duebner worked on it, you would have had some people in the attorney's office, you would've had -- basically when you're looking at a concept that you're thinking about pursuing or you DepoTexas, Inc. 1482 12:39 3 uisi2:40 4 11s12:s2 5 1iiase 6 7 11:13:09 g 9 10 11:13:17 12 aia3a9 12 13:20 13 ana3i24 14 11:93:27 15 11:13:30 16 u 7 12:13:37 18 ais13:42 20 an:13:44 21 ais13:48 22 1:13:56 25 ‘Mary Kathryn Suhm have got -- you gather everybody together that might have knowledge about that and proceed to look at how you would do that. Q. Okay. If you'd go to page 4, during this time frame -- I guess fall of 2006 going into 2007, did the staff explore what other cities and counties were doing with regards to leasing of their public lands for -- for oil and gas drilling? A. I didn't. I'm sure somebody probably did. That's a pretty standard procedure as you look at new programs. Q. Okay. And was part of the discussion -- I'm not asking specifically, but was part of the discussion other cities, for example, Fort Worth, is engaging in this type of -- of drilling or getting revenues from that and the City of Dallas should explore if that's a possibility for the City of Dallas as well? A. I don't understand the question. Q. Okay. What -- what -- what triggered the discussion about looking at the drilling on public lands by the City? Did it just come out of the blue or were there concrete examples of other cities that were leasing their public lands for gas drilling? DepoTexas, Inc. 149ns aie ut ne a u nD ie u aus 123:59 11403 14206 4:08 warhh wana warts aasi9 14:20 14:20 helaaa 14:31 Hass 114339 aasaa 114359 15:01 115:04 15:06 1:15:07 35:10 10 aL 12 a4 15 16 17 18 19 20 21 22 23 24 25 ‘Mary Kathryn Sum. 72 A. It probably came out of that. Q. Okay. And are you familiar with the -- for example, the City of Fort Worth and their leasing of public lands and the types of revenues that they were receiving at that point in time? A. Okay. I don't understand what you mean "familiar." What's "familiar with" mean? fad I heard about it? Q. Sure. A. Yes. Q. Okay. And I'm assuming that the reason that number 4 is included is to point out to the council that other cities and counties and it says also D/FW were leasing their public lands and receiving significant payments as a result of that; is that fair? MR. HASKEL: Objection to form. A. I don't understand the way you're asking the question. Q. Well, it says, Numerous cities, counties throughout the Metroplex, also D/FW Airport, were leasing mineral rights. Receiving significant payments. Why -- why was that slide included in the PowerPoint? DepoTexas, Inc. 15012 116 219 45 a: uae aus us: a: a a a 115: 15: sis: 115 as: 16: 16: aa 16: 16 16 16 16 16 aa 48 249 on 03 07 08 aa a4 18 ae aa a 12 13 14 15 16 7 18 19 ‘Mary Kathryn Suh 13 A. One of the first things that a council or a mayor asks you about when you have a new program you're bringing to the table is are other people doing this, what are other people doing about this. So that's usually one of the considerations when you bring a new program. Q. Okay. On page 5, as part of the timeline it says at the top that there's these various expenses that will be part of the budget. And at the bottom, it says, Initial projected gap, approximately $90 million. Do you see that? A. Yes. Q. And do you recall that that was kind of the estimate at that point in time between the revenues coming in and the expenses going out? A. If -- if that's what it says. I don't specifically recall. Those were tight budget years and... Q. And so if -- if you have a gap of $90 million and there's a requirement to balance the budget, how does the budget have to be adjusted to account for that 90 million -- A. The main -- Q. -- shortfall? DepoTexas, Inc. 151ui: ut ur a us uu: an ur a: a: 43 245 00 202 202 06 ao au 4 16 20 24 10 qi 12 16 qT 18 19 20 21 22 23 24 25 ‘Mary Kathryn Suhm 74 A. The main -- the main way is you stop spending so much money. Q. And what's another way? A. You pursue sources of revenue. Q. Okay. I£ you could look at page 6, this says, City staff was charged to aggressively develop new sources of revenue. What does that mean? What does "aggressively develop new sources of revenue" mean? A, I think that's fairly clear. I'm not sure what more you want me to add to it. Q. I'm -- I'm just curious about what "aggressively" means. Does that mean that there was a recognition that there's a substantial shortfall and that there was a need to obtain additional revenues in order to balance the budget? MR. HASKEL: Objection; form. A. Well, when you're balancing a budget, you cut expenses or you increase revenues and look for other revenue sources and -- it says what it says. Q. Okay. And so there's four items that are bullet pointed. Do you see those? Yes. DepoTexas, Inc. 152a u 2 23: wae 123: 123: 2 29 45 50 10 a: ae n 2a 24 ote 124s 126s rate 13 16 20 23 42 44 48 12 13 1d 16 ay ‘Mary Kathryn Subm 19 amendment to the gas drilling ordinance was being pursued at that point in time? A. Not that I recall at that time, no. Q. Okay. And you're familiar with the five SUP's that have been approved from June 2007 to June 2010? A. Only because I see it here. Q. And if you look at the bottom of 7, i says that the council approved, 14 to 1, the budget including projected revenues of $20 million from gas drilling leases. Do you see that? A. I see that. Q. So would it be fair to say that was a fairly substantial line item in the City's budget for revenues coming in during the next projected year? MR. HASKEL: Objection; form. A. No. When you look at the revenue sources, it's -- it -- that sounds weird to say, but no, 20 million as a revenue source was not a huge one. You have got sales tax revenues of hundreds of millions and property tax revenues and probably fines are -- I don't know, just -- that's -- is $20 million money, yes, but is it the most DepoTexas, Inc. 163a a as aus aus ni: ni: 132 32 232: a2: 232 u aay u n ir an Mary Kathryn Suhm a4 that -~ well, I see what you're saying, the -- the advertising kiosk and things like that? A. (Witness nods affirmative.) Q. Okay. Were any of the other three bullet points -- would the revenues have been able to cover a $20 million revenue shortfall? For example, advertising kiosk, you're not going to get $20 million from an advertising kiosk, are you? A. I don't -- I don't remember what we got. Q. Okay. But those would have been spelled out in either that budget or a subsequent budget? A. Yes. (Exhil 4 marked.) Q. Okay. All right. I'm showing you Exhibit 4 And can you tell me who A.C. Gonzalez is? He was the assistant city manager at that time. Q. Okay. And would he have been the assistant city manager responsible for RFP's on public land? A. Well, he would have been the assistant city manager responsible for this contract or this project. He wouldn't have signed it if he were not. DepoTexas, Inc. 154wud 11133248 2:33: 49 iors a: as ur 34 34 34 iar 134: 3a: 3a: 100 102 203 04 07 07 a3 u 20 127 10 u 2 13 14 36 3a: 34 132.1 135 235 1 43 2 4a 46 Mary Kathryn Suhm 85 Q. And you're carbon copied on there? A. Yes. Q. So this would have been a document that you would have received? A. Yes. Q. And so it's dated August 17, 2007, which would have been before the budget's adopted, correct? A. Yes. Q. Because the budget gets adopted in September time frame? A. Yes. Q. Okay. And the City, it indicates, issued a request for proposal for gas drilling and production in July of that year, correct? A. Yes, that's what it says. Q. Okay. And what how -- how would you define a request for proposal? What does that mean? MR. HASKEL: Objection; form. A. It's -~ I don't -~ it says what it is. It's a Q. Well, it's a term of art, though, with the City, right? There's -- a request for proposal i has, for example, a bid package, correct? DepoTexas, Inc. 155aus a: us un: u: a ans as au: as 3h 30: 3: 37: 31 31 31 31 37 19 20 220 23 31 33 37 40 10 ul a us aa: aa: aa: 237: rane a7: 3h an: 36: 38: 46 a8 51 13 Fry 15 16 18 19 138 2:38 ae: 238 238: 04 207 7 rd Mary Kathryn Suhr 88 A. Well, according to your papers, yes, the documents you have, yes. Q. And I think you're correct on the attorney. When it says Moses Palmer & Howell, that would be Shayne Moses? A. Shayne Moses, yes. Q. Okay. All right. If you could look under gas drilling and production -- and -- and I guess the question is is -- this exhibit was actually distributed to the entire council, correct? A, That's to whom it’s addressed, yes. Q. Okay. And so the second bullet point under - under gas drilling and production -- it has got COD114320 at the bottom -- states, The companies will be able to drill in all areas of the city but they must get a specific-use permit for each and every drill site. Do you see that? A. Yes. Q. And are you familiar with specific-use permits? A, Not specifically but yes. Q. Okay. And what's your understanding as to what is a specific-use permit? DepoTexas, Inc. 156nL a sale sale wate a: ui us a: u: ate al a aus 26 20 122 aura: au: a: aa: us u: a2: 41 a2: 42: asa2e 16 7 18 19 20 21 242: 42: 42: 23 24 25 Mary Kathryn Suhm 1 paper, they now get it by computer. Q. T understand. Documents -- A, On Fridays, they got a stack this big (indicating) . Q. Okay. A. I can't tell you I read every one of those. Q. I'm not saying you did. I'm just saying generally your goal would be to make sure that those documents that you sent to the council were things that were of high enough interest that the council would want to see these documents? A. In an ideal world, that would be what you want to happen. Did it always happen, no. Q. Okay. Here's Exhibit 5. And who is David Cooke? (Exhibit 5 marked.) A. He was the chief financial officer, budget director. Q. And so is this the draft of the insert that was supposed to be included in the budget under revenues? A. I can't tell by looking at that for sure what this is, but -- it looks like that, but I DepoTexas, Inc. 157ul as an a: 3 143: 43 43: 43: a3 143 re saa: 12 1a 16 18 21 24 10 qt 12 a as aa: un us a3) 43: 43: 43: 43: Mary Kathryn Suhm 92 couldn't tell you that for sure. Q. And if you could read the last sentence in that paragraph, which starts "in addition." A. Yes. @. Can you go ahead and read that into the recor A, In addition, the budget includes 20 million in revenues as anticipated from natural gas drilling rights contract that is currently in the request for bid process. Q. Okay. So the -- in addition to these other revenue sources, the budget itself actually included 2 specific statement regarding the revenue to be received from the gas drilling rights contract, correct? A. can't tell you that from this. This is a draft somebody sent to the PIO, and I don't even know that that's what it was requested for. It's not specific. If it showed up in the official budget, that's fine. I can't tell you that from this. (Exhibit 6 marked.) Q. I'm showing you Exhibit 6. And the best way to find the specific page is this COD -~ rather than go -- Roman numerals, it's about halfway DepoTexas, Inc. 158w11d422 1 aisaass2 2 an4a33 3 11:44:45 4 aiadsa7 5 31daaa 6 airaa:50 8 quaers2 9 ais44:58 12 11:43:22 20 1uras:25 21 11:45:25 22 Mary Kathryn Suhm 93 through. It's COD062334. A. Yes. Q. Okay. And this is the budget that was actually adopted? A. No. Q. Okay. Why do you say no? A. Because it's not. Q. Okay. A. It's the one that the city manager presented to the council in early August. It's not the adopted budget. Q. Okay. Do you know if there's any changes? A. No -- of course, there's changes. The council changes it. Q. With regards to -- and so the one you submitted to the council includes the sentence about the proposed budget includes 20 million in revenue that is anticipated from a natural gas drilling rights contract, correct? A. This proposed budget had that sentence in there. Q. Okay. And so you -- since it's your budget, you believed that it was important to include that sentence in the budget that you were presenting to the Council, correct? DepoTexas, Inc. 159)245) 145 145: 130 240 243 i: us a: aus a: a: as a u uu: ua: u u 145 46: 46: 46: 46 246: 246) 46: 46: 46: 46 46 146: “6 46 46 82 oa 06 09 212 218 116 7 18 22 124 125 128 128 30 33 11:86:35) =146:38 10 un 12 ar 22 23 24 ‘Mary Kathryn Suni 94 MR. BASKEL: Objection; form. A, It's information. Q. Okay. There's other revenue sources that the City has that are different than the ones that are listed on 062334, correct? MR. HASKEL: Objection; form. A. Yes. Q. Okay. You didn't include those revenue sources in the paragraph, correct? A. I didn't and don't. You don't normally include every revenue source, no. Q. Okay. You would include only those that are considered to be important or significant; is that fair? A. No, that's not fair. Q. So you would include items in the budget -- in the -- the written text that are insignificant and don't matter? A. I didn't say that; you did. Q. Okay. A. In that kind of paragraph, you would include the significant budget items and anything that was new or different. Q. Okay. And so do you consider that last sentence to be a significant budget item or DepoTexas, Inc. 160u un aus aus u aa: Fr 246241 146242 46:45 46:48 46:50, 46:54 46:56 46:59 47302 2ansay 47:34 2:48:02 aus Fr au: us ae us as a: us 148203 48:05 48:07 2 48:08 148208 45:10 aB:12 agra 48:17 48:24 48:28 4es32 48:37 18 1s 20 aL 22 23 24 Mary Kathryn Suhm 95 something that's new and different? A "s new to the budget. Q. Okay. And because the budget the year before didn't have the $20 million in revenues from the natural gas drilling leases and it was anticipated it would be for the coming year, that's why you included the sentence? A. I included the sentence because it was a new type of revenue in the budget. (Exhibit 7 marked.) Q. Okay. Do you recall this particular e-mail string? A. No. MR. HASKEL: Can we have an exhibit reference, please? MR. ANDERSON: I'm sorry? MR. HASKEL: Could we have an exhibit veference, please? MR. ANDERSON: Seven. MR. HASKEL: Thank you. Q. So in the budget, it had -- that was adopted for 2007 -- or the one that you recommended to the council for adoption, 2007-2008, had a line item of revenue of $20 million, correct? A, Like I said, I don't recall specifically DepoTexas, Inc. 161eurA922 1 11:89:22 2 ansags24 3 14926 4 11:49:28 5 11:49:30 6 ausas:31 7 aiiag:38 g qsa9:a1 9 21:49:43 10 a14985 11, aasa9e51 12 21:99:54 13, 12:49:89 14 11:50:06 16 11:50:08 17 11:80:14 18 11:50:18 19 11:50:21 20 1i:s0:31 24 ‘Mary Kathryn Suhm budget department. ©. Okay. And Ryan Evans? A, Assistant city manager. Q. A.C. Gonzalez? A. Assistant city manager. Q. And Mark Duebner? A. Special projects person at that point. Q. Okay. And was he responsible for the ga’ drilling issue? A, He was working on the project. Q. Okay. And so when it says, Next week we all need to decide how much revenue to estimate on the October FFR, what does that mean? A. Financial forecast report. Q. Okay. And so if this is a December e-mail, is this for next October? A. No. Monthly the council is given a financial report, says here's where we are, here's what changes have been in our expenditures and our revenues. And they can't be given -- they're give: the first of the next -- so October's would be the first week in December, November's would be the first week in January. Q. So is it was -- the budgets, I assume we'll have, like, for every month, budget X amount 97 s a DepoTexas, Inc. 1621258 28 an:s8 nse anise anss8: 12:08 12:00: 12:00: 12:00 a2 25 2 21 22 23 24 ‘Mary Kathryn Suhm 105 in revenues -- I think -- is that what you said? A. Yes. Q. And you say, Consistency. What -- what does that mean? A. I would say I had misread Ryan's e-mail. I don't think he's -- I would have referred -- I don't know. I can't tell you what I meant at that point in time. What I was pointing out was there was an estimate of $20 million worth of revenue in the budget. Q. Is the consistency concerning the $11 million differential? A. I don't know. I can tell you what I said. That's what's there. But I don't -- I don't know why -- I don't know why Ryan said it either so Q folks that are in this e-mail chain regarding this Did you have other discussions with the issue of showing the 31 million? Not that I recall. (Exhibit 9 marked.) Showing you Exhibit 9. And who is Theresa O'Donnell? She was the planning director at that DepoTexas, Inc. 16322:01: 12 ie 100 a0: 00: 200: 100: 00: 00: 200: rol: so oa: 1:01 rol: os 201: sone on 1022 02: 02: 02s 4 51 23 26 30 33 38 a a2 4 247 12 13 14 16 a 18 1g 20 a1 22 23 24 25 Mary Kathryn Suhr 106 @. And would she have been responsible for zoning ordinances? A, She would have been responsible to -- for sending them to the council if they were changed or amended. Q. Okay. If you could take a look at that, kind of read it to yourself, the exhibit. A. (Reviewed document.) Q. So at the same time -- and I think we looked back at that -- at the PowerPoint, ‘There was this zoning ordinance going through on gas drilling during the summer of 2007, correct? A. That's what that says, yes. Q. And -- and that's what her e-mail refers to, correct? A. Yes. Q. Okay. At that -- at that same time, the staff is putting together requests for proposals with respect to the leasing of city-owned property for gas drilling, correct? AL Yes. Q. And were there discussions at that time about whether or not the RFP process should wait until the gas drilling ordinance was adopted? A. I don't know. DepoTexas, Inc. 16412: 2 12: ae: 1s 12: 12 12s 12 12 12 aes a2 we 02: oz 102: 02: 02 02: 02: o2 202: 202s 02: 02: 03 03 03 103 203: 31 32 235. 137 40 a a “3 249 49 203 106 a aa 18 24 23 10 ll 12 13 14 16 Vv 18 19 20 2 23 24 25 ‘Mary Kathryn Suhm 107 Q. If you look at the third paragraph, it says -- the first two paragraphs talk about the timing on the gas drilling -- A. Uh-huh. Q. -- ordinances, correct -- ordinance? And then the third one says, That doesn't prevent Mark from getting an RFP together and advertising for bids. Do you see that? A. Yes. Q. And so Mark Duebner is -- is who "Mark" is, correct? A. Yes. Q. And his special project was to put the RFP's together? A, That's one of them, yeah. Q. Okay. And so there were discussions about that -- and I'm -- well, I'll just ask: Did you also have discussions with the persons listed on the e-mail regarding the issues in this e-mail? A. I don't recall that I did, This is an ; and to me, informational e-mail that went to A. and A.C, was working more closely with it at that time, so she's -~ Go ahead. DepoTexas, Inc. 165aa: lee a iat 19:37 19:38 19:39 120125 20:59 1:21:00 22113 121116 27 4 121:20 121332 23:37 21:39 21:40 222380 2is48 121353 1:21:58 23 24 25 Mary Kathryn Sum here for that, but -- MR. HASKEL: Objection; form. Q. Is the -- the request for proposal, was -- was that a determination made by you or by t! as the best way to go? A. Normally you would -~ I don't recall. You would normally have a discussion about what's the best way. (Exhibit 13 marked.) Q. There's Exhibit 13. A. (Reviewed document.) Q. Okay. And I apologize, we're kind of taking time frames and moving them back and forth a little bit here. But with regards to this e-mail, at the bottom of the first page, this is 24733, it says -- do you know who Chesapeake Energy is? A, It's a firm, that's all I know. Q. Okay. They're a pretty big gas drilling company. A. Uh-huh. Q. So Mark Duebner says to A.C. Gonzalez -~ wait, says the senior director of governmental relations for Chesapeake basically is telling Mark Duebner that they have decided not to bid on the DepoTexas, Inc. 16812; 12s 12s 12 12s aes 12s a2: 12: let a2: 12: ls 2 12s 128242 23:44 23:85 23:45 23:49 1:23:53 23:58 23:58 23:58 24:01 24:01 1:24:07 124208 124210 2aris 2arie 25:11 25:aa 25:14 25:14 25119 125:24 125130 10 32 13 14 15 16 17 18 19 20 21 22 23 ‘Mary Kathryn Suhm. Q. And so up at the top, it said, We have planned to issue an extension tomorrow. Do you see that? A. Yes. Q. And so was it your understanding that the City extended the time frame to respond to the RFP in order to allow more -- additional persons to respond? A. I mean, that's what it sound -- A. MR. HASKEL: THE WITNESS: I'm sor Objection; form, That's what it sounds like, but I can't confirm that from that. Q. And was -- do you know if that would have been a conversation you had with Mr. Gonzalez where it says, A. Mary is amenable to waiting a week? I don't recall. All You One I'm MR. ANDERSO! MR. BROWN: MR. ANDERSON: What number are we at? Thirteen. That was 13. (Exhibit 14 marked.) right. are skipping around a lot. of the things I get accused of so... sure it's a strategy, ight? 167 DepoTexas, Inc.aes 32s a2s a2: 25 225: 225: 1282 40 49 52 259 ou 204 26 26 26: 26: 26: 20 26 29 31 33 12 13 14 18 16 a7 18 126: 227: 227: se: 20 21 22 23 24 25 ‘Mary Kathryn Suhm 123 I wish. All right. If you could look at page 8. And this is just kind of -- the reason I moved to that one is kind of -- it's a supplement to the line of questioning about how many people responded, how many companies responded. Does that particular document that -~ indicate that only two companies responded to the city's RFP? A. That's what it says. Q. Okay. And was the City expecting more proposals than that? A, I don't know that we had an expectation. Q. Okay. On most of your RFP's, does the City usually obtain more than two respondents? MR. HASKEL: Objection; form. A. You can't make that generalization. Sometimes you get many more than you think you have and sometimes you get absolutely none. Q. Okay. It just depends? A, It just depends. Q. All right. Can we go back to Exhibit 2. Is that the one that -- let me look here. It may be Exhibit 3. The one that had the memo with the PowerPoint. Not that one but the first one we DepoTexas, Inc. 168a2: a2 2 1 aa a: 2 12) iat 1 12: a a ia: a2: sura1 31:04 31:08 pire sind sunk s1:16 gig 230122 31:28 231:28 31:28 sisal 31:45 23152 13201 a2:16 132:20 32:23 32:27 32:29 10 4 12 13 14 1s 16 uy 18 13 20 22 24 Mary Kathryn Suh physically what's located -- well, I'll ask: Are you familiar with what's physically located on the ground on those portions that are shown for Group Group 2 and Group 2A? Have you -- have you ever been out in those areas? A. have been out there. It would be an overstatement to say I was familiar with what was on the ground. Q. I understand. And so if you could look at Attachment D, which is the next one. A (Witness complies.) (Exhibit 15 marked.) Q. And this one -~ this legend may be hard to read. I tell you what, I'm going to give you 15, which is a blowup of that. I think that legend is just too difficult to read off of 4. And so this is on Exhibit 3, page 31, Attachment C where it says "Group 1 north," that was the dark green that we were looking at, this basically a blowup -- Exhibit 15 is a blowup of that area. Does that make sense? A. Yes. DepoTexas, Ine. 16912:32:39 2 12:32:53 4g 12:32:58 § 32:33:01 6 12133108 g 12:33:09 9 12:33: 1233824 11 12:33:19 12 22:93:19 13 32:33:21 14 12:33:25 15, 12:33:33 17 32:33:37 19, 12:33:39 20 12234108 24 25 Mary Kathryn Suhm 127 And so the blue at the legend, the dark -- at -- at the bottom right hand of 15 says, Da North Properties, I think. So that's the title. So that's the area that's basically -- was included in the gas lease bundle for Group 1. MR. HASKEL: Objection; form. on. MR. ANDERSON: What's the object MR. HASKEL: Predicate for the accuracy of these maps. You know, she's agreeing with your description, that's fine. But if we're to preserve objections at trial, we don't want to make this the authenticating testimony. MR. ANDERSON: Okay. Q. And so if you can see the legend at the bottom of 15, it's kind of, like, green h some stripes crosshatched? A. Yes. Q. And that says “non-park," correct? A, Yes. Q. So from the standpoint of Group 1 that was bid upon by Trinity Bast, all of that property is shown as being park land except for the one crosshatched area on I-35E, correct? A. That's what that picture shows but I don't know that that's right. DepoTexas, Inc. 17012 a2: a2: a2: 12: 12 let 12 2 a2 a2: aes a2: a2e 12: 34:14 34:18 34:24 34:28 34:36 13438 13439 34d 3442 Bangg 34:47 34:49 34:49 34:51 34:53 134259 235202 135206 235207 10 12 13 14 15 wv 18 19 20 a 22 23 2a Mary Kathryn Suhr 128 Q. Okay. And so just to confirm, this is on page 32 of Exhibit 3. Exhibit 15 is just a clearer picture of -- A. Yeah. Q. -- that. And that's the presentation that you made to the council, right, Exhibit -- A. I don't know that I made this. I don't know who made this presentation to council. Q. It's -- it's under your signature, though, right? A. There's a memo attached to it giving information that I signed, yes. Q. Okay. And -~ and you wouldn't be submitting information to the City Council if you thought it was inaccurate, would you? A. I try not to. Q. Okay. So -- A, I can't promise that that always happens. Q. For the purposes of page 32, this is a document that's in your presentation. Is there any reason that you think it would not be accurate? A, I just don't know. Q. Okay. And assuming that it's accurate, DepoTexas, Inc. 71a3 1s: 13 as: 3 13: 29: 304 30 230 48 55 37 59 02 0s 06 209 214 30: 230 30: 230: 230: +30: £30: sal: 30 237 40 a 24 49 50 87 7 16 17 18 19 21 22 23 24 25 Mary Kathryn Suhm 137 Q. Okay. I'm trying to figure out a relatively simple item like this to see if you agree that that's the City of Dallas document. A. You want me to swear on a stack of Bibles that that's right. I won't do that right now. It appears to me it's the map that came with the briefing, yes. Q. Okay. And do you dispute anything -- Exhibit 17 that that was the map prepared by the City's GIS department that was included in the briefing? MR. HASKEL: Objection; form. A, I didn't dispute, I just said I don't know. I can't tell you that for sure. Q. With regards to Exhibit 15, it shows virtually all of the property in the Dallas North Properties except for that one tract as being park land, correct? A. That's what this exhibit shows, yes. Q. Okay. And are you familiar with how much of that property would have been in a -- in the floodplain? A. No. Q. Do you see on Exhibit 15 at the top of the blue there's a white rectangle? DepoTexas, Inc. 17213: aa: a3: a3: a3 13:33: 32: 32: 32: 32: 233: 2338 33: 2232 237 +41 44 461 20 27 127 30 17 18 19 20 21 22 23 24 25 ‘Mary Kathryn Suhm 138, A. Yes. Q. Are you familiar with the radio tower tract? A, Again, this has been a long time and T wasn't deeply embedded in the details of this. I know there was a radio tower tract in this. I don't know much about it. I recognize the term. Q. Tf you could look at Exhibit 14. It's that one (indicating) . A, (Witness complies.) Q. And so when it asks -- in the memo, i says, You will be briefed to the mayor and members of the council, does that mean that the PowerPoint that was attached would have been actually physically presented at a council meeting? A. Yes. Q. and do you recall attending this meeting where the PowerPoint was presented? A. No. Q. If you would look at page 4, this is under history of the PowerPoint, and it states that the REP was published on July 20, 2007, correct? A. Ub-huh. Q. Then it says phone calls were then made to the state's top 30 gas production companies as well DepoTexas, Inc. 17323:33 33:33: 13:33: 13:33 13:33 13:33: 13:34 asia: 3134: 13:34: asia: 13:34: 57 00 1 02 05 106 15 171 202 23 14 15 16 uy 20 aa 1334: 13:34: 29 34 23 24 ‘Mary Kathryn Suhm as additional companies. Who would have made those phone calls? Not specifically, but would it have been members of -- of your staff? A. When we issue RFP's, frequently we -- if we don't hear from anybody right away, we would -- we would call, and it's usually the purchasing staff. And they call and say are you interested, did you get it, has it got mistakes in it, is there a problem with it, are you going to -- you know, just -- just a general kind of -- the deadline is this time, are you thinking about -- so it's -- it's not an unusual thing. And usually they were made by the purchasing department, but Mark may have made them, obviously as it looks in here. But it's a pretty ith RFP's. standard procedure Q. And so that would be just somebody by the City would have made phone calls to potential bidders or proposers; is that fair? A. Yes. Q. And so there were at least -- well, looks like there were more than 30 companies contacted to see if they had an interest; is that -- A. I don't know. DepoTexas, Inc. 174136 ae 1364 03 03 0 36: 13 1 aa: 3 36: 36: 362 36: 11 a4 20 13) 238 136 373 a7 3) ar 137: aa 15 16 19 20 aa 22 23 24 25 Mary Kathryn Suhm aan specifically -- A. Okay. Q. -- what happens. But, you know, generally where they are and sort of like Hensley Field is the former Naval Air Station -- A. Right. Q. -- base, right? A. Yes. ©. Okay. And if you go to page 7, it says a minimum lease bonus of $4,000 per acre and 25 percent royalty was established for these three properties. Who at the City would be the person -- or if there's more than one -- would establish what the minimum lease bonus and the royalty would be? A, I can’t tell you who did. I can make assumptions about how it's normally done but I can't tell you who did that one. I don't know. Q. And -- and who at the City was selected to wnegotiate on behalf of the City with the potential proposers or respondents to the request for proposal? A. I think mostly -- and, again, I'm -~ my memory is not really good on this -- would have been Shayne, mostly, and maybe Mark, maybe A.C. some, but DepoTexas, Inc. 175a3: 13: a3: a3: B 13: a: 13: 128:26 38:30 38:34 130234 13839 13842 23845 38:45 30:48 38:50 38:57 39:02 13908 1:39:08 39:29 139250 39:52 1. 39:57 4 40:05 40:08 ao:n2 14014 140:16 1:40:17 140223 12 13 1a 22 23 24 28 Mary Kathryn Suhm 143 Q. Okay. I'm trying to find out how much responsibility did he have to negotiate the terms of the lease. A. He was hired to help us do this. Q. Okay. To -- was he hired just to be a scrivener or was he hired to basically negotiate deal points? HASKEL: Objection; form. A. He was advising us. That's what he was doing. @. So on page 8, that confirms there were only two companies, including our client, who responded out of the 30-plus companies, correct? A. Yes. Q. Okay. If you could move to page 26. A. (Witness complies.) Q. And then that's kind of tied to the next page, 27. It's -- on the top of 26, it says, Only five sites of city property are available for potential on-site drilling. Do you see that? A. Yes. Q. And why would there only be five sites available? DepoTexas, Inc, 17629140225 13:40:28 13:40:32 13:40:39 13:40:43 33:40:47 33:40:50 13:61:02 13:41:08 141208, 33:41:07 13:41:20 aseansaa, 13:41:13 10 uw 12 Mary Kathryn Suh 144 A. I don't recall. Q. Okay. And is it your understanding that the only way to extract the minerals from the city properties that were going to be under lease would be for there to be drill sites at some locations close to where the gas is being extracted? MR. HASKEL: Objection; form. A. I don't know how that works so... Q. Okay. You know that they at least have to have a gas drilling site on top of the ground in order to extract the gas underneath the ground, correct? MR. HASKEL: Objection; form. A. I -- I can say I think that's right. 1 don't know that. Okay. You have seen gas wells before, haven't you? Occasionally, yes. Okay. And you know what oil wells are? Yes o> 2 Okay. And those oil and gas wells are always above surface, correct? MR. HASKEL: Objection; form. A If you're telling me that it's always for sure, I -- I will believe you. DepoTexas, Inc. W713:4: a3eal: asral asian: a3sal: assat asia 130 33 33 34 35 37 38 40 aa 142 142 ised: aasd2e 19 asrdae 13eaae 21 22 25 Mary Kathryn Suhm 145 Q. Have you seen any below-surface gas or oil drilling? A. No. Q. Okay. And so in order -~ A, If they were below the surface, I wouldn't see them Q. Okay. And you know oil and gas are below the ground, correct? AL Yes. MR. HASKEL: Objection; form. Q. Okay. And in order for there -- that gas to be extracted, there's a necessity for a drill site on the ground in order to extract the gas. Do you understand that? MR. HASKEL: Objection; form. A. I understand you saying that, yes. Q. But do you understand that? A. I understand what you're saying. @. Okay. And so my -- my question is: How were these five potential drill sites selecte: A. I don't recall. @. Okay. And the second part says -- you recall on 15 where the city park land is on our property, it says, There will be no drilling on city park land. DepoTexas, Inc. 178‘Mary Kathryn Suhm 146 9:42:29 Do you see that? 13:42:30 2 A. Yes. 23:42:30 3 Q. And I think we looked at a previous 13:42:36 4 | exhibit that said that the city's ordinance was 35:42:42 51 going to be amended to allow drilling on park land. asi2287 6 Do you recall that? 23:42:48 7 A. There was a methodology to do it. I don't s3:42:51 8 | recall whether it was ordinance, amendment or what, as:42:583 9 | but there was a methodology to do it. 23:42:55 10 Q. Okay. So from the standpoint of this 33:42:58 11] presentation, it states there will be no drilling on 3:43:04 12 | city park land despite the fact that virtually all -#43:12 13 | of Dallas North Properties’ lease land is park land, 33:43:20 14 correct? 33:83:20 15 MR. HASKEL: Objection; form. 13:43:23 16 A. Over this process, some of these 13:43:28 17 | approaches were changed, adjusted, and I just don't recall enough of that so... 13:43:33 19 Q. Okay. And so there's one tract that's 13:43:38 20 shown on that exhibit that has the yellow? A. Yes. 3:43:42 22 Q. And so if that site did not work for some 13:43:49 23 | reason technically for the drilling company, then 13:43:85 24] basically would there be any gas drilling sites viats00 25] available with regards to the Dallas North DepoTexas, Inc. 17843:51: 08 209 an 213 13 sits 135i: 13:51 asisas 13:52:2 255192 15:52: aa82y 13:52: 13:52 13:52: a rr 129 138 2142 14 18 19 20 au 22 23 2a Mary Kathryn Suhm MR. HASKEL: Objection; form. MR. ANDERSO! : Are you objecting because it's incorrect? MR. HASKEL: I'm objecting because you're testifying, not asking a question. MR. ANDERSON: Okay. So you don't know where it is, though, correct? MR. HASKEL: © asking me? MR. ANDERSO! : Yes. MR. HASKEL: I'm not a witness, sir. Q. So if you could go to page 9 of the PowerPoint. A. (Witness complies.) ©. So the radio tower tract, is it your understanding, was not included in the original RFP because the City, at that point in time, was not aware that it owned the radio tower tract? MR. HASKEL: Objection; form. A, Ican't say that for certainty but that's -- I think that was the situation from what it says here, but I don't -- I don't recall that myself personally. Q. If you look on page 11 of the PowerPoint, it states that even though the radio tower tract was not part of the property description at the time of DepoTexas, Inc. 18013: a3: a3: 13: 13 a3: a: 1:92:47 152253 152:58 53:01, 53:02 53:02 93:03 153208 53:14 153244 53:46 53:48 53:50 15353 154208 Serta Baste 254217 154221 25422 14 1s 16 7 23 24 25 Mary Kathryn Suhm 152 the RFP, that if the database in the City had been updated, that the radio tower tract would have been included as part of the Dallas North Properties, correct? A. That's what -- MR. HASKEL: Objection; form. A, That's what that says. I can't tell you by personal knowledge that, but Q. If you look on page 12, as part of the RFP, there's a form lease that was attached. 1 forgot which exhibit it is. And it says that the final acreage is finalized after a title search. Okay. And it says the industry standard process is is that the gas company, the lessee, will not complete the process until they have a deal. Was that your understanding? A. That's what it says. I don't have any recall of that. Q. Okay. And so Mr. Moses and Mr. Duebner were the two that were authorized to negotiate with Trinity; is that correct? A. I didn't say that. I don't know for sure. Those are the people I would imagine were, but I don't know for sure who all was involved in that. Q. But at least those two. DepoTexas, Inc. 18123:55:32 13:55:34 13:55:36 13:55:40 15:55:46 13:55:49 aaiss:54 13:55:56 2155259 13:56:01 15:56:02 13:56:06 13:56:29 23:56:31 10 14 15 16 ra 18 19 20 21 22 23 Mary Kathryn Sum. Mr. Duebner and Mr. Moses, and you're -- I think you're saying maybe Mr. Gonzalez? A. Maybe someone from the city attorney's office was involved in it, too. I don't know that. Q. Sure. And I'm not sure if "authority" is the right word, but somehow that they had directions or instructions or something that basically enabled them to be the people who negotiated on behalf of the City with my client; would -- is that correct? A. TI don't understand your question or what you're looking for. I mean, they were working on the project. They were carrying out the project. 1 don't -- authority or -- I don't understand what you're saying. Q. Well, if -- if changes were made to the lease, as an example, that were suggested by either side, and let's say a specific provision was discussed, those two folks, let's just say Mr. Duebner and Mr. Moses, were able to discuss with my clients the wording of those provisions; is that fair? MR. HASKEL: Objection; form. A, It could have been Mark, it could have been Shayne, it could have been A.C., it could have been the city attorneys. I don't know for sure. DepoTexas, Inc. 182aa was ua u 1a: 4 a4 ua u ro1:31 01:36 01:37 ousan 01:42 :01s43 01:45 01:46 o1sas 01:49 01:50 ua 14s uae aa aa: aa: 02:22 1:02:26 02:29 02:32 02:34 1:02:37 02:42 102243 20 aa 22 23 2a 25 Mary Kathryn Suh 1s7 but I don't -- nothing on here that's signed or anything so I don't know. Q. It should be right here (indicating), page 3. A. Oh, excuse me, Back at the back Q. They're -- they're back and forth. Yeah, they're back and forth. A. All right. Excuse me. Okay. Q. And so is that your signature to both documents? A. Yes. Q. Okay. It says approved as to form by Tom Perkins, city attorney. Is that his signature or someone else's? A. I can't tell. Q. Okay. And so this was actually not the approval of the -- the execution of the leases themselves, it was actually the execution of leasing agreements, correct? A. I'm not sure I understand your question. Q. Yeah, if you look at the timeline on 13, it says, February 27, 2008, council discussed and authorized execution of 36-month leases. A. Yes. Q. Okay. And what was signed was -- was a DepoTexas, Inc. 183Mary Kathryn Suhm -102:47 1] leasing agreement. It's not actually the lease 14:02:80 2] itself, it's a leasing agreement that says the 2402385 3] leases will be executed if certain things happen? 34:02:59 4 A. I don't -- you're off in a technical area. 14:03:03 5] T don't know what you're talking about. a4r0319 6 If you look on page 1, under paragraph 1. 14:03:24 9 MR. HASKEL: Which exhibit, please? 14:03:25 8 MR. ANDERSON: Either one. I think 34:03:33 9) they're identical. 24:03:35 10 Q. ‘There is, for example -- which one is the 24:03:37 11 | Group 1 lease? 4:03:39 12 The 2,031, is that the one you're looking +03:43-13] at? 34:03:43 14 A. Uh-huh. 14:03:64 15 Q. So our client paid $1,758, 465.60 together 34:03:53 16 | with the previous $100,000 deposit to the City, 34:03:58 17] correct? 14:03:59 18 A. That's what it says, yes. 34z04:02 19 Q. And would you agree that’s a -- I know we 34:04:05 20] have been kind of bantering about the word 107 21] "significant," but would you agree that $1.7 million 34:04:10 22] is a significant amount of money to pay pursuant to 4:00:15 23] a lease? MR. HASKEL: Objection; form. I can't quantify that. I mean -- DepoTexas, Inc. 184as aa aa 4 aa: ry] uae as: an ads aa aa: uae rods 204y oa 204 04: oa: oa 04 204: 10a: 204: oa: 08 os: 05: 208 120 220 23 27 a 33 39 43 a7 49 51 54 Ey 59 08 n 123 128 31 136 12 13 14 16 a7 18 19 20 21 22 23 24 Mary Kathryn Suhm 159 Q. Okay. A. -- based on -- compared to what? Q. Are there any other leases that the City’s entered into that for a down payment, the lessee paid over $1.7 million? A. I don't know. Q. And so it says, Lessor hereby grants to lessee the irrevocable option for a period of time from the date hereof to the closing date, defined below, to purchase an oil, gas and mineral lease covering the land on the terms set forth in the oil and gas lease attached here as Exhibit 8. Do you see that? A. Yes. Q. So the -- this document actually provides that Trinity has the option of closing on the property and executing the lease, correct? MR. HASKEL: Objection; form. A. If that's what it says here. I don't know. Q. And do you know why the leasing agreement was entered into rather than the leases themselves? AL No. Q. And attached to it is Exhibit B, which has the oil and gas lease? DepoTexas, Inc. 18514 4 u 4 aa: ry 1:09:20 9:22 109:23 109:24 109125 09:26 09:33 09:35 09:39 09:50 09:50 10:01 ass aa: 17 18 ua: 1a: aa: ads 1a: 10:34 10:36 20:38 10:40 10:42 rlorag 20 21 22 23 24 Mary Kathryn Sum 163 MR. ANDERSON: When the lease was being negotiated. MR. HASKEL: At any time during negotiation? MR. ANDERSON: Yeah. A, Not that I recall. Q. And did -- would Mr. Duebner typically communicate with you orally or in writing? A. Mostly I suspect it would be orally but I don't know. Q. When did you first become aware of the radio tower tract being a potential drill site? A. I don't recall. Q. And are -- can you recall any conversations with anybody at the City regarding specific communications from Mr. Fort about the leases? A. No. Q. Did you ever have any communications with Mr. Moses during the lease negotiation process? A. Yes. Q. And what type of communications were these? MR. HASKEL: Objection; form. A. I can't recall but I know I talked to him DepoTexas, Inc. 186aa: aa 1a: 1a: 14 1 wa: 1a: uM aa: aa: a4 aay as aa: 14 u aa: :10 ao: to: ne ue ut uw 49 50 1 02 15 1 29 28 10 rte nla: 12: 12:52 a2: ase a3 a3: 87 02 02 o4 209 22 212 12 18 19 20 22 23 24 Mary Kathryn Suhm 164 at various times. It was basically kind of update on the project. Q. Okay. And were any of these discussions involving the importance of drill sites or the radio tower tract? A. I don't know. (Sxhibit 20 marked.) Q. Can you identify Exhibit 20? A (Reviewed document.) What? Q. I asked if you could identify Exhibit 20. A. I see what it is. Q. Okay. A, I don't -- Q. Is this the -- one of the letters that you reviewed prior to attending your deposition today? A. Oh, no. No. Q. Okay. Have you seen this document before? A. I don't recall if I have. Q. It discusses some of the lease terms, correct? A. Yes. Q. And number 5 is, of Dallas will provide for the use of the radio tower tract as a drill site. Do you see that? DepoTexas, Inc. 1871s La as aa: 21313 1a:l4 13:17 13:22 13:29 14:23 14 aa: aa: aa: 1a a: aa: aa: 13:38 1:13:39 s1gea2 123243 11346 13:53 13:58 13:56 13:58 114300 14:04 14:04 v7 18 19 20 Mary Kathryn Suhm. A. Yes. Q. So at least at that point in time, the City was aware that, from Trinity's standpoint, it was important that the radio tower tract be included as a drill site in the lease. Would you agree with that? A. No because, I mean, you're making a couple of assumptions there. Q. Okay. Tell me what those are. A. Well, it's a letter to Shayne -- Q. Okay. A, -- not to the City and you're assuming Shayne shared this, so... Q. Well, I think you said Shayne was -~ he has been hired by the City to negotiate. A, I understand, but this letter does not confirm that the City knew about this. Something else may but this letter doesn't -- Q. Okay. A. =~ show you the City knew. Q. Okay. What's another assumption? ¥ said there were a couple. A. Shayne didn't show it to anybody. I don't know. Okay. DepoTexas, Inc. 188ales aasae: aasae aasae: 46 49 54 Last: aasag 1as19: 14:49: 02 05 3 15 LerLa: aasi9: aariges 1ara9s assis: 14:20 14:20: 18 19 20 14:20: 14:20: Mary Kathryn Sahm. 168 Q. This is on June 25, 2008, the council supported authorizing a Chapter 26 public hearing. Is that the Parks & Wildlife code public hearing involving park land? A. I don't know. Q. Okay. It says the council was informed that the radio tower tract had been omitted from the -- from the list, correct? That's kind of what we talked about before? A. That's what it says, yes. ©. And so -- and then says if application was made to drill, staff stated another Chapter 26 hearing would be required. And on page 16 -- 15 basically kind of describes the -- going through the -- looking through the title and confirming that the title work was done. And so at that point, the City agreed to include the radio tower tract as part of the lease properties; is that correct? A. That's what this briefing says, yes. Q. Okay. So on page 17, it says the City's attorney's office had concluded that you are authorized to finalize and execute the lease, which now included the radio tower site, correct? DepoTexas, Inc. 18924:20 44:20: 14:20: 14:20 14:20: 14:20: Maas aarai: aar2i: aas2i: aar2a aas2a 100 8 06 9 10 10 126-14 28 15 30 16 17 2:35 18 23519 135 20 138 21 14:22: 20 24 2:28 25 Mary Kathryn Suh 169 A, That's what the briefing says, yes. Q. And so when it says city attorney's office, would that have been Mr. Perkins? A. I can't answer what individual actually did it, but he ultimately has responsibility for authorizing something, yes. Q. Okay. And so at that point in time, the City was aware that Trinity wanted the radio tower site for a drill site, correct? A. It was to be included in the lease, yes. Q. Okay. And from Trinity's standpoint, Trinity needed that to be a drill site as part of the lease? MR. HASKEL: Objection; form. A. But that doesn't make it a drill site because it's in the lease -- because it needs to be in the lease. That doesn't make it a drill site. Q. I understand? A. Okay. Q. But the City knew that Trinity wanted that to be a drill site? A. According to this, yes. (Exhibit 22 marked.) Q. Okay. So this is the oil and gas lease on the Group 1 tracts. DepoTexas, Inc. 190aa aa: aa: aa aa 23 23: 23: 1231 123: 23: 24:02 24 2a: 24 24: 04s 124s 124: 24 2242 124: 23 24 30 33 a 40 40 16 a 38 19 20 22 23 24 Mary Kathryn Suhm 370 MR. HASKEL: Exhibit 22? MR. ANDERSON: Correct. @. And if you could look on page 15, that's your signature, correct? AL Yes. Q. So on PowerPoint 17 of Exhibit 3, it says, City manager had authorization to execute the lease August 15, 2008. Exhibit 22 would be that lease, correct? A, I don't -- I don't know for sure but... Q. What's the date on that? A, 15th of August, 2008. Q. Okay. Now, if you could look at the very last -- well -~ it says the last page of the exhibit. It says page 41 of 52, but this is all that was provided to us. So the last, I want to say, 25 pages or so are various property descriptions. And the very last page, how is tract 137 described? A. Do you want me to read it? Q. Uh-huh. What does it say right underneath tract 137? Proposed drill site location. DepoTexas, Inc. 1911124 aa: uM aa: aa: aan 24 2a: 1242 24 34 54 257 ry aa aa aa: a aa aa: aa: aa qa: aa: 26 26 26 226) 26: 26: 26: 201 202 204 oe 09 2 232 256 1 259 02 02 05 07 09 10 1 3 1 1 20 21 22 23 24 Mary Kathryn Suhm a7 Q. Okay. So at the time the lease was signed, both parties agreed that that -- the radio tower tract was a proposed drill site location correct? A, "Proposed" being the keyword. Q. Sure. A, There's more you got to do from here. Q. I got that part. A. All right. Q. But out of all the descriptions that are in here, that's the one that says it's a proposed drill site? That's what it says. (Exhibit 23 marked. Okay. This is Exhibit 23. And have you seen that’ document before? A. Yes. Q. When was the last time that you saw that document? A. Yesterday. Q. Okay. This was -- was this produced by the City and given to you or did you already have copy? A to me. I don't have a copy. The City showed it DepoTexas, Inc. 192aa: aa: was aay aa as aa: Las 1a: 1s aay 1s was aay aa 26: 26: 26: 26: 26 128 126 126 27s 127: an 20: 227 20: 27 278 271 an 27: 20: 2m sons 58 259 00 og 08 120 14 1s 18 20 23 26 28 35 37 40 az 19 20 ar 22 23 24 25 Mary Kathryn Suh Q. Okay. And do you agree that it's your signature on the second page? A. Yes. Q. And does it -~ does your signature indicate your agreement with the terms of the letter? A. (Reviewed document.) Yes. Q. Did you draft the letter yourself? A. No. Q. Who drafted the letter? A. I don't know. Trinity East sent it and asked if it could be signed as part of the deal. Q. And did you have any discussions with anyone at your staff regarding the wording of the letter? A. I -- I would not have signed it without sending it to the attorney's office, and I'm reasonably sure there were some additions or changes made. Q. Did you review any drafts of this letter prior to this exhibit that was signed? A. I don't understand what you're saying. Q. Did you review any drafts of this letter -- I think you said there might have been revisions to the letter by the city attorney's DepoTexas, Inc. 193aa a aa ads ads a4 an an 28: 26: 28: 2a 28: 28: 1:28:06 209 09 12 14 10 12 13 14 1s 4 aa a4 u 28: 28 28 19 20 21 22 23 Mary Kathryn Suhm office, and I'm just asking: Did you review any prior drafts of the letter? A. I got a letter from Trinity ast that they asked if I would sign it. I sent it to the attorney's office and said is this all right to sign. They gave me back something they was what -- they said you can sign this. Q. Okay. A. So I don't specifically remember the changes, but you don't give much to an attorney that they don’t change -- Q. Okay. A. == so I'm assuming something got changed. Q. I'm not stunned. A. T know. Q. And -- and who else would you have discussed the terms with other than the city attorney at -- at your staff? A. I don't recall anybody. I might have talked to Mark or Shayne. Q. Now, you state in the first sentence that says the City staff -- or you don't state. Sorry. You signed a letter where Mr. Fort states, The City staff has advised us that although they can make no guarantees, they are reasonably confident DepoTexas, Inc. 1941a 1s aa 22845 128248 128252 12854 128:57 229200 £29:03 1:29:06 129208 129332 1 1:29:14 128:17 12918 25:20 29:22 129:26 129328 129:30 1:29:33 1:29:36 29:36 29:37 29:88 129253 10 12 13 a4 Mary Kathryn Suhm_ that Trinity Bast can be granted the right to use the 22-acre tract referred to as the radio tower tract as a drill site location. Do you see that? A. Yes. Q. Okay. And what were the reasons that you were reasonably confident that Trinity East would be granted the right to use the radio tower tract as a drill site? A. Because we had been meeting with the council and presented things to the council, they had approved leases, I was reasonably certain that that in point -- that point in time, though I couldn't given anybody any guarantees, that would happen. This is called no good deed goes unpunished is what this is called. Trinity asked that we sign this letter. I said with no guarantees, we'll do the best we can, and then waited multiple years before they tried to do anything about it. Q. Okay. A. And I got hung out to dry. So... Q. When you say no good deed goes unpunished, you're saying that your signing of this letter was DepoTexas, Inc. 195,aa aa a 109 0 221 231s rai: 31: sale au: 31: 3: 202 04 07 08 a 12 13 14 16 qq 13 19 20 a2: 32: 20 122 2a 26 22 23 24 25 ‘Mary Kathryn Suhm. 176 and so I appreciate you saying that. And I -- I think what I heard you say was at that point in time, you were reasonably confident that Trinity East would be granted the right to use the tract as a drill site. And I understand the distance in time deal. A. Right. And I don't have any authority to -- to -- I have got no authority to make that done, just -- I'm just -- hearing what I hear and what people say, I think the council would do it. Q. Okay. And I'm -- I'm just trying to figure out a little bit more for your basis as to why you believed at that point in time that you were reasonably confident that the drill site would happen. A. Because -- because actions that had been taken by the council over that period of time in that time frame indicated they were supportive of these leases. Q. Okay. And that was -- that point in time, the council was supportive because they wanted the -- the revenue, correct? MR. HASKEL: Objection; form. A. You can't assume that or say that. Q. I'm -- I'm asking. DepoTexas, Inc. 196das ua: 127 29 33 34 136 239 142 243 245; 250 ua: aa aa: aa: 1a: u u 32: 33: 33 255 158 59 02 10 aa 219 122 16 a7 18 19 129 Mary Kathryn Suh a7 A. Well, I don't know either why they were supportive of it. I mean... Q. Well, surely somebody told you why they would support it. A. Well, number one, not necessarily. And number two, what they're telling me might not be the reason. I don't know. I knew they were supportive of it; I didn't ask them why. Q. Okay. When you say "they," who are you talking about? A. Talking about council members in general. I'm talking about a general sense of the body that says -- their actions indicate that they're supportive of this. Q. Okay. Did you have discussions with the mayor on that issue? A. I don't specifically remember discussions but I'm sure I had discussions with him. Q. And -- and so in order to have the drill site become operational, do you know what steps -- what types of approvals were needed to make that happen? A. You need some additional council approvals, CPC approvals. Q. Okay. Do you know what those are? DepoTexas, Inc. 19724333 1asa3: 14:33: 1as33: 14:33: was3a: Lasse 14:34 ao3a Mas34e2 1as34: 14342 14:34: asa aas3a: wargar 14:34 1as3a: 1ar3ae 00 oat 06 2 19 122 24 13 14 15 17 18 19 20 21 22 23 24 25 Mary Kathryn Suhm 178 A. Not -- I can't recall at this point. Q. There would be the SUP for zoning, right? A. That would be one of them, yes. Q. Okay. And would you have to get that park land approval? A. I don't recall all of them, There were other approvals to be had. Q. Okay. And I guess what I'm trying to figure out is, it says reasonably confident that you shall be granted the right to use it as a drill site. And that would assume that that would include all of the necessary approvals, whatever they were, could be obtained; is that fair? A. The council as a body was generally supportive of this approach at that point in time. Q. Okay. All right. And the whole reason this thing was triggered was a revenue-generating device, correct? MR. HASKEL: Objection; form. A. I don't -- I think that's a general assumption that's pretty broad but -- Q. Okay. A. Did they want the revenue,: yes, they wanted the revenue. DepoTexas, Inc. 19814: aa: Las 1a: u aa a: vas ua aa 3a: 3a: 3a: aa: 3a: 34 34: 56 58 201 oa 207 10 ql 12 aa aa aa las a7 1s 19 :3b¢ 235: 135: 19 53 sa 22 23 24 Mary Kathryn Subm Q. I was going to say, is there anything other than decision to explore leasing of mineral rights as part of a revenue strategy, were there any other reasons that the -- the City started the process of leasing public land for exploration of gas other than revenue generation? A, I -- I can't assume what the council's, you know, reasons for doing things always are. Q. Okay. From the -~ the staff's standpoint, was there any other reason for suggesting the gas lease approach other than revenue generating? It was part of a budget process. Q. Right. And that's -- I think that's what we went through here. There's nothing in any of the documentation that indicates that the purpose of leasing the mineral rights was anything other than revenue. Are you aware of any other reason that the City would have decided to enter into the gas leases? A, Well, there's nothing -- nothing in -- in any of those papers shows that, no. Q. Okay. And in your discussions with -- and I know they may be not in official meetings or DepoTexas, Inc. 1991a: La: ur aa: at u ua: a aa: aes a Mu 14 uM aa aa: 35:59 36:02 36:07 36:11 36:14 36:24 136:26 136236 36:43 36:47 136240 13656 36:57 36:57 37:02 37:05 37:06 37:08 37209 37:32 anes 1:37:17 37:23 237123 12 13 14 15 16 1 18 19 20 a1 22 23 24 25 Mary Kathryn Suhm whatever. Did anyone ever say from the council, or even otherwise, that there was any particular reason the City should enter into these gas leases other than to obtain another revenue source? A. I don't recall. Q. And are you aware of any other situations where the City has accepted money from a private party to use public land and then refused to allow them to use the public land for the purposes that they paid the money? zB. You're -- that question is convoluted and Q. Okay. A. Nobody denied -- just arbitrarily denied. There was -- in the leases, it says what everybody had to do to get this done. MR. ANDERSON: I'm going to object as nonresponsive. Q. My -- my question wasn't the process. I was asking about other agreements, other -- A. You said any other agreements that somebody had denied them to have. It wasn't a matter of arbitrarily denying. Q. It was a denial, you will agree with that, DepoTexas, Inc, 200134 ua: aa aa: aa: aa aa: 1s aaa aa uae ua: aa: ae 14s as 37) ar at: £38: 38: 38: 238: 38 242. 26 250 50 54 57 oo 03 07 108 10 na 17 119 rat 22 24 28 10 aL 12 13 14 15 18 1s 20 ai 22 23 24 Mary Kathryn Suhm asl correct? The SUP's were denied? A. The leases provided a process to go through. Didn't get through the process. Q. Right. And the -- the City denied the SUP's for the drilling sites Trinity requested, correct? A. They did not obtain the SUP’s. . Because the council denied the request? A. Yes. Q. Okay. And without having a drill site, there's no way to extract the gas? A. Somebody got into a business deal that said here's the one, two, three, four steps, and the one, two, three, four steps didn't get accomplished. MR. ANDERSON: I'm going to object as nonresponsive. Q. And if you could -- I apologize. I understand you want to add to it and that's okay, but my question was a little different. MR. HASKEL: Objection to the side-bar. MR. ANDERSON: Well, whatever. Q. So the question was: As a result of the denial of the council's -- the council's denial of the SUP request, there was no ability for Trinity to DepoTexas, Ine. 201aa: an aa: aa: uae aa aa: aa: aa: aan 1a: as 138336 1 38:40 2 138:47 3 38:52 4 38:83 5 38:54 7 3e:55 8 13858 9 39:01 10 39:03 39:05 12 1:38:08 13, 39:10 14 39:14 15 39:16 16 39:18 17 18 39:22 19 1:39:56 23 1:40:04 25 Mary Kathryn Sum. 182 construct and operate an above-ground drill site to extract the gas on those lease properties, correct? A. The lease they signed said you have to go get this done. MR. ANDERSON: I'm going to object -- A. Okay. MR. ANDERSON: -- as nonresponsive. Q. I'm just saying, Trinity can't drill unless they got a drill site approved, correct? A. Right. And there was a methodology described in the lease of how to go get it done. Q. TLunderstand. Got -- got that. But without having the drill sites approved, Trinity cannot extract the gas on the property that they were leasing, correct? A. That was the deal. Q. I'm just asking. Is that correct? A. That is correct. Q. Okay. So going back to the August 15, 2008, letter, that letter would have been reviewed by the city attorney I think you said, correct? A. Yes. Q. You may have had discussions with persons who were involved in the leasing process, Mr. Duebner, Mr. Moses, Mr. Gonzalez? DepoTexas, Inc. 202aa: aa: 1a 40: 40: 40: sa: 06 30 as aa: ua: aa: aa ats asa aa aa ads uu 44 240: 40 40 a0: 40: 40: 4a aus au: sate 03 07 10 a4 at 12 13 14 15 20 21 22 Mary Kathryn Suhm 183 A. Maybe, yes. Q. Okay. Then it says, Trinity Fast is relying on these good faith representations of the staff in posing this transaction. A. Yes. Q. Okay. Have you -- when you were city manager, did you sign other letters that were similar to this -- MR. HASKEL: Objection; for Q. -- on other projects? A. I don't know that I signed them. The City has sent other letters that are similar to this, yes ~~ Q. Okay. A. -~ that basically say the staff will do their best effort to get it done. Q. And what would be an example of a pr that I would have heard about? MR. HASKEL: Objection; form. A. Deal with the developer maybe. Q. Okay. And are you aware of any situations where a similar -- I'm not saying it's the same but a similar letter about that there's reasonable confidence that -- that some application will be approved where the council subsequently denied the DepoTexas, Inc. 203a4 a: a: 22 22 1a: aa: aa: aa: aa: aa ue 14 ua: u uu ry ania an: eal: els a Has rae sas a2: 425 a2: 22 242s a2 a2: a2 42: 229 33 35 39 a2 48 54 58 02 06 07 09 08 12 113 116 10 aL 12 a4 15 16 7 18 24 25 ‘Mary Kathryn Suhm ied application? MR. HASKEL: Objection; form. A. I'm not aware, but the council frequently does not accept council -- staff recommendations. Q. And I -~ I appreciate that. I'm just trying to ascertain when there's a reasonable confidence provision in a letter like this one on other projects, how many times does the council actually deny the application that the staff is reasonably confident would get approved? MR. HASKEL: Objection; form. A, TI can't tell you that exactly. The council turns the staff down a good -~- enough that people notice, and the letter doesn't say it's dated for eternity. Q. Yeah, and I get all that. And I'm sorry ~ A. That was -~ that was my belief the day that I signed that. Q. I understand and I get that part. And I'm not trying to short circuit what you're saying. My question is a little bit different. I'm trying to ascertain that in a situation where there's a reasonable confidence letter, that's what I'll -- I'll just call this because it says DepoTexas, Inc. 204aa uu 1a ue a4 rr as a4 ais 42: 42s 42: 42: a2: 242: aa 242 az 43: 43 43 43: 43: 43 a3 33 35 38 40 40 46 50 52 56 2 a4 u 10 12 17 18 43 143) 43: 43: 43: 20 20 a1 22 24 25 Mary Kathryn Suh 185 reasonably confident. I think you said there were other letters that the City would sometimes send, like on a development project or something else. A. Yeah. Q. I'm just trying to ascertain, without giving a direct percentage, but would you agree that most of the time when there's a reasonably confident letter, that the City Council will approve whatever is listed in that letter? A. No, I won't agree to that. And, again, it doesn't last forever. Q. I got it. A. I have reasonable confidence that day and that time period. This is not an eternal document. Q. Igot it. I -- and I apologize. I'm asking a different line of questioning. A. Well, I'm too dumb to get it so you better explain more clearly. Q. Okay. Because I asked if you had used the similar language in other deals. A. And ~~ Q. And you said it may not be you, it may be other people in the City, right? A. Right. Q. Okay. And I -- I know you can't speak for DepoTexas, Ine. 2051343:30 aa: 1a 14 uM aa: aa: as ass aa: 43:33 43:36 43:43 aasa7 43:51 43:53 43:95 243257 44200 44203 1244205 uae a aa aa aa aa aa aa: aa aa: 44:08 1 144209 aart ears aaris 44:20 44:22 144225 4427 44:92 44:39 1s 16 vv 18 19 20 21 22 23 2a 28 ‘Mary Kathryn Suhm 186 every single letter. I'm not asking you to. I'm trying to get a general feel that if there's a reasonably confident letter -- I'm just going to call it that, something similar to that -- typically would the council ultimately approve what the staff puts in that letter as saying that they're xeasonably confident that council would approve? MR. HASKEL: Objection; form. A. I can't tell you how many times that -- I have no -- I have no authority to do this, to -- to say it's going to be approved by the council. I don't have that authority. I say my best guess is and I'll do everything I can to get it done, but T don't know that I'm going to get it done. and anybody else that signs that letter does the same thing and are subject to refusal or changes in circumstances, I know. I can't give you specific ones, but the council does not always follow what the staff says or recommends. MR. ANDERSON: Okay. Hate to do this, object as nonresponsive. Q. Do you have any knowledge of letters similar to this one where the council did not approve the request that the staff stated was reasonably confident would happen? DepoTexas, Inc. 206wares aasaesa? 1asaae 14:44:55 14244359 14:45:02 1a:asz04 14:45:07 14:45:08 14:45:09 14:45:20 agsa5e12 a esa5212 19:45:45 14:46:03 2ara6207 14:46:08 14246219) 14:46:26 21 14:46:27 14:46:28 10 aL 12 13 a4 15 18 20 a1 22 23 Mary Kathryn Suh 187 MR. HASKEL: Objection; form. A. Specific instances, no. Q. Okay. Would it be fair to say that this type of language in paragraphs 1 and 2 is boilerplate language that's included in -- A. It's not my language. Somebody else wrote it. And I, trying to get a deal done that would be helpful to them, signed it after approved by the attorney. Q. Okay. A. So I don't know whether it's boilerplate or not. Q. Okay. So if you could do me a favor and go back to Exhibit 14. This is the 2008 PowerPoint. A. Uh-huh. Q. If you could go to Exhibit 26. MR, HASKEL: Page 26? Page 26. I'm sorry. And we had discussed this before, but the second bullet point says, There will be no drilling on city park land. Do you see that? A. Uh-huh. Q. If the tower tract was considered to be park land, why did you feel it was reasonably DepoTexas, Inc, 207ua a4 14s 250 0 203 1:05 09 a4 aa: aa: sary a: 47: a7 a: ay 140 HT: 22 26 29 1a: aa ais aa: aa: 40: an 47: 247s 10 n 2 3 1 18 16 24 25 Mary Kathryn Suhm 188 confident that Trinity could get the ability to Grill there considering that in this 2008 PowerPoint, it says, There will be no drilling on city park land? A. In some of this other material I have seen today, there's -- I can't recall where it is -- there's descriptions of how that could happen so... Q. I'm sorry. I didn't understand that. A, There is, in some of these other briefings, it describes how that could happen. Q. Okay. And do you agree -- on page 26 of the PowerPoint, Exhibit C -- Exhibit 3, it says, There will be no drilling on city park land? A. Yes. Q. Okay. That's pretty straightforward, correct? A, That statement is, yes. ©. Okay. It doesn't say there will be no drilling on city park land unless certain things happen, it just says there will be no drilling on city park land? A. That's what it says. Q. So in light of the fact the representation was being made to the council that there will be no drilling on city park land, how were you reasonably DepoTexas, Inc. 208a ae 148 se: 59 08 06 09 ads aa: aa: uae ua: aa: aa aa: aa: aan 2448: aa uae 48: 48: see 248: 48: 48: ae: 14g: ae: 4B: 48 aes 48 ry “a 4a: 49 149: 249: uv 20 23 28 28 41 44 46 48 se 00 04 07 10 un 12 13 14 19 20 au 22 23 24 25 ‘Mary Kathryn Suhm 189 confident that Trinity East could be granted the right to use the radio tower tract, which -- as a drill site when it was on city park land? A. There were methodologies to do that. I do not -- I don't know what you're -- what this says ere and I'm not clear about it. But I'm also telling you if you're implying I was doing something deliberately wrong here, you're dead wrong. I could have gotten this done at that point in time. Q. 0 I'm -- A. No. No, no, you're trying to say that I knew I couldn't do it and I wrote in a letter that I could that somebody else freakin' wrote, okay. So... Q. I'm trying to figure out -- A. I told you the letter says by my best judgment and my best ability, I believe I could get that done now. That's what I said. Q. Okay. But did you have any specific discussions with city attorney don't go to attorney-client but any specific discussions as to what the process would have to be in order for Trinity East to be granted the right to use the 22-acre tract? DepoTexas, Inc. 20914 aa: aa aa: aa: u aa aa: qa: aa: 149: 49: a9: a9: 49 1492 49: 49: 49: 49: 49: 149 149) 20 23 25 28 44 45 aa: 14 1a aa 1a: 49. a3 a9 a9 a9: 52 54 54 20 ou on 22 23 24 25 Mary Kathryn Suhm 190 A. I don't recall at this point in time. There were methodologies to use park land. Clearly that says no, but there were ways to go do it at that point in time. Q. Okay. And ~~ and I guess the question is: If representations had been made -- and I'm not, saying they are made by you because I think this one was said by Mr. Gonzalez. But representations made to the council that there's no drilling on city park land but this is a city park land tract, I'm just trying to reconcile how there can be reasonable confidence that that was going to be approved. A. I don't know that I can do that for you sitting here. Q. Okay. A. Because you're not going to be satisfied with whatever I say anyway, so... Q. I'm just trying to find out -- A. Uh-huh. Q. -- the facts. I know you may find that hard to believe but... A. I told you the facts. I foolishly signed a letter somebody else wrote. Q. Okay. DepoTexas, Inc. 21014 1a ua: was day ass aay aay Te 50: 50) 50: 50: 50: 02 205 206 uw 15 220 223 225 126 230 10 1 12 37 aa: aass 40 14 1s 16 uae aa: 20 21 £50: 150: 50: 23 24 Mary Kathryn Suhm 191 A. That's the fact. Q. And that's -- you know, that's okay for the authentication, but for the language itself and trying to figure out exactly what it means, that's where I'm trying to get to. And so, you know -- I guess, did -- did anybody ask you to sign the letter other than Mr. Fort? In other words, did anybody at the staff say we need to have this letter signed because Mr. Fort had asked for it? A. Said -- said would you -- would you sign this, that Trinity East would like you to sign this. Q. Okay. And I'm assuming somebody at the staff gave this to you. Mr, Fort -- you didn't have any discussions with Mr. Fort about the letter, correct? A. No. Q. And so somebody at the staff, I'm assuming, had the letter and gave it to you; is that fair? A. Probably. I don't recall. ©. And the city attorney had input on the letter; is that fair? A. Yes. DepoTexas, Inc, 2m4250253 14:50:58 u 102 14251203 14:51:08 aassa:13 15:06:16 15:07:20 35:07:24 15:07:26 15:07:28 15:07:32 20107235 15:07:37 15:07:42 15:07:47 15:07:52 15:07:53 15:07:57 17 18 1g 20 15:08:01 15:08:04 15:08:05 4108206 22 23 24 25 Mary Kathryn Suhm 192 MR. ANDERSON: Okay. Five minutes till the disk ends. Break soon. Let's take a break. THE VIDEOGRAPHER: We're off the record at 2:51 p.m. This marks the end of disk number 3. (Recess 2:51 p.m, to 3:07 p.m.) THE VIDEOGRAPHER: We're back on the record at 3:07 p.m. This marks the beginning of disk number 4, Please continue. Q. With regards to the August 15, 2008, letter, what was your understanding as to the reasons that Trinity East wanted you to sign the letter? A. I just assumed in general that would make them more comfortable about the deal. Q. When you talk about being comfortable, are you talking specifically about the ability to obtain a drill site on the radio tower tract? A. No. No. dust -- I just thought -- you asked me what I thought the letter was for and I told you. Q. Okay, But the whole letter is about the radio tower tract, right? A. I understand that. @. Okay. So when you say make them more DepoTexas, Inc. 212woah 35:17 ase17: as:17 assis as:18: ass18: ore: asea8: as:18 15:18 as:18 15:18 15:18. as:18 asi1e ass8. as:18: 46 24 48 SL 10 12 13 14 15 16 47 18 1s 20 22 23 24 25 Mary Kathryn Suhm 202 don't -- I'm sorry there's a conflict there bu And in the presentations to the council, there was also discussions by the council members with regards to drilling of park land in the 2008 time frame, correct? A. I don't know. I have to look back. Q. Okay. Would you agree that with regards to the August 15, 2008, letter, you did have the authority to sign it? A, Sign the letter? Q. Uh-huh. A. I checked with the city attorney's office, and, yes, I did have the authority to sign that letter. That letter says with no guarantees, I'm going to do the best I can. I don't have any authority to make -- to actually do it, the council has to do Q. I'm -- I'm just asking with regards to the letter, did you have authority to sign the letter? A. Yes. Q. And who would have. given you that authority? A, I checked with the city attorney to make sure it was all right to sign the letter. Q. Okay. And I -- and I appreciate that, but DepoTexas, Inc. 213120: 20: 120: 20: 120: 88 $8 on 03 1 22a: au 222 122: 122: 122: 46 51 58 08 as 0 23 24 Mary Kathryn Suhm 204 letter have any impact to you other than having to be in a deposition today or getting calls from the press? MR. HASKEL: Objection; form. A. No, But that's -- you know, depositions and being called out in the paper is not pleasant. Q. I-- TI get it. I'm just asking if there was anything, you know -- A. No. Q. -- in terms of job performance or anything like that that was impacted. A. No. (Exhibit 24 marked.) Q. Here is Sxhibit 24. This is the transcript from the February 6, 2008, briefing, which I think is Exhibit 14. So this is the -- the briefing. And this is what we got from the City, so I can't really tell who is doing what. But if you could look at -- where it says COD8987, it has a "10" kind of in the middle of the page. Did you see that? Yeah. So if you could go to, I guess, line this is the presentation by the city staff -- says it's by Mark. DepoTexas, Inc. 21429123 1s:23: 18 20 15:23: 25:23: 152232: 23 24 27 30 233 136 139 139 39 240 10 a 12 20 106 109 23 24 ‘Mary Kathryn Suhm 205 A. Uh-huh. @. So Mark Duebner, I guess, made the presentation? A. Uh-huh. Q@. Soon 5, it says to the council, Park land, there will be no drilling, no surface use by the drilling companies other than the seismic testing that they will do very early on. There will be no drilling whatsoever in any City of Dallas park land. Do you see that? A. Uh-huh. Q. That's a absolute statement. It doesn't have with regards to any exceptions. It just says there will be no drilling on city park land, correct? A. Uh-huh. Q. And I'm sorry, you're going to have to -- A. That's what it says. Q. Okay. And again, if you go down to 14, it's the same thing about there -- that the Parks & Wildlife code allows for the subsurface leasing of the mineral rights. And then on 14, but there will be no surface use by the drilling companies as far as drilling activity, any storage or any of those DepoTexas, Inc. 21515: 1s: 15: 15: ass 2a: 2a: 2a 24 24 24 24: 24: 124 126 rade 24: 24: rae 16 18 20 23 23 25 26 29 ao 44 a1 254 201 206 209 12 10 a 12 13 14 15 16 27 18 19 20 ai 7 18 24 25 Mary Kathryn Suhm 206 kinds of things. Do you see that? A. Yes. Q. Okay. And were you at this briefing? Do you recall? A. I don't recall but I probably -- probably was. Q. And then if you could go to -- and so that was the representations by staff, correct? And I'm not sure -- I'm assuming that this is a council member. Typically briefings when it says “unknown speaker," would that -- I guess it's hard to tel Is that typically a council member? MR. HASKEL: Objection; form. A. Could be. Q. Okay. So if you could look at page 16. And there is a question by “unknown speaker" on 15. And the question is: Are we talking about drilling on park land? Mark: No, ma'am, we are not talking about drilling on park land. Unknown speaker: Then why do we have this listed? Mark: We are leasing the subsurface DepoTexas, Inc. 21629125: as: 15: 15: 15 as 15 as as as as as 25: 26: 126: 26: 226) 26 26 26 26 26 26 26 26 26 26 242 247 248 237 202 201 se 26 aa 44 ae 17 18 13 20 22 22 23 24 25 Mary Kathryn Suhr 207 mineral rights of the park land. So from the standpoint of -- with respect to the City Council briefing, the representations by staff and the questions raised basically stated there be no above-grade drilling on the park land as part of this project, correct? A. ‘That's what this says. Q. And if you could go to near the end. It's 9051. A. (Witness complies.) Q. And is -- Mr. Perkins is the city attorney at that point in time; is that correct? A. Yes. Q. And so again, it has "unknown speaker," which I'll tell you -- and he'll object -- I think it's a council member asking questions. But it says, I heard the phrase we have a, quote, absolute right to reject an SUP. Can you just answer yes or no is that correct? There's a discussion. And then on line 12 it says -- Mr. Perkins says, We don't have an absolute right to deny an SUP. Do you see that? A. Uh-huh. Q. And was that your understanding at the DepaTexas, Inc. 21715 15: 4s: 15: 15: as 15 227201 127204 27:08 27:10 27:12 ara 2719 27:23 27223 27:31 1:27:32 10 aL 24 Mary Kathryn Suhm 208 time the leases were executed, that the City did not have an absolute right to deny an SUP? A, I don't know. I can't interpret what he's saying. TI don't know. Q. Okay. And do you have an opinion as to whether or not the City Council would have an arbitrary right or just an absolute right to deny an SUP? A. No. Q. Look on page 85 ~- A. I don't -- and 86. At the bottom Q. it's just the next page, I'm sorry. At the bottom it's 9052 COD. A. Uh-huh. @. And so the unknown speaker says: So you're telling me -- on 18: So you're telling me that if we deny every SUP that comes before us, we're not going to be in a lawsuit? Mr. Perkins says that. The unknown speaker says: $36 million coming into the City coffers, you're telling me that we can deny every single SUP request that comes to the City Council because our constituents told us they don't in their area and we're not going to face a lawsuit. DepoTexas, Inc. 21815:28:22 15:28:25 129 15:28:28 15:28:32 25:28:37 15:28:43 15:28:49 15:28:49 18:28:54 1 0128254 15:28:56 25:28:57 15:29:00 15:29:01, 15:29:03 15:29:04 15:29:05 15:29:10 35:29:11 25:29:11 15:29:16 9:29:21 10 1a 18 19 20 21 22 23 24 25 ‘Mary Kathryn Suhm 209 Mr. Perkins: The council cannot act arbitrarily and capriciously in making legislative or zoning decisions and must be guided by the parameters outlined in the ordinance on making your decisions. And were there ever any discussions with members of the council or the mayor, from your standpoint, regarding whether or not the City could deny all the SUP requests that Trinity filed after they received the bonus payments from the -~ A. I don't know. Q. -- lessee? A. I don't know. Q. You don't know if you had any conversations or you can't recall whether you had any conversations? A. That's not what you asked. You said were there any and I don't -- I don't know. Q. Okay. Can you recall any? A. Can I recall any? Q. Correct. A. No. Q. But at least that possibility was discussed in 2008 before the council, correct? A. There was a question raised. DepoTexas, Inc. 21915: 15: 15: as 15) 15: 1s: 15: 29 5:30 30 30: 308 308 30: 230: 130: a0: 30 30) 30:5 231 31: sal: Ze :3L: :al 31 123 237 40 13 19 26 42 a4 37 4a a3 19 22 26 28 28 10 a 12 19 20 2a 22 23 24 ‘Mary Kathryn Suhm, 210 Q. Okay. And Mr. Perkins responded to that? A. Yes. Q. And so if you could go to the bottom of the PowerPoi ton 18 -- I'm sorry, we're through with that exhibit. We're back on Exhibit 3. We're on Exhibit 3. It's the big PowerPoint. A. Uh-huh. Q. Okay. If you could look on page 18, when it says, Concurrently, CMO signed the Trinity East letter memorializing staff's assurances of assistance in moving the process forward, that would be your letter, correct? MR. HASKEL: Objection; form. Q. Exhibit 3. You're on the wrong exhibit. It's the PowerPoint that we have been going over. Page 18. A. Several PowerPoints here. I'm sorry, could you repeat the question. sure. Do you see the -- the bullet point says, Concurrently, CMO signed the Trinity Bast letter memorializing staff's assurances of assistance in moving the process forward. Do you see that? A. Yes. DepoTexas, Inc. 22015:31: 35:31 ass3it 35:92: 35:32 29 132 38 38 a aa 2 205 109 09 aor 12 13 14 15 as:a2 15:32: assa2: os32e 36 38 “0 18 19 20 21 22 23 24 25 Mary Kathryn Suhm aut Q. And so is that -- that is basically the August 15, 2008, letter that we have been talking about? MR. HASKEL: Objection; form. A. I assume so - Q. Okay. A. -- but I don't know. Q. There wouldn't be any other letter? A. Not that I'm aware of, no. Q. Okay. Is there anything else that Trinity East could have done to obtain the necessary approvals in order to drill to exercise its lease rights? MR. HASKEL: Objection; form. A. They could have moved in a more timely fashion. Q. What does that mean? A. That means they could have moved in a more timely fashion. Q. Move in what way? A. Moved forward with the business deal they laid out in a more timely fashion. Q. Okay. Do you understand -- what's your understanding as to the time period between when the lease was signed and the SUP applications were DepoTexas, Inc. 221as: ase 15: 32: 32: 32: 33: 33: 2332 4a 92 34 58 0 07 08 as as 15 133: 233: 33: 33: 33: 33: 18 19 20 a1 22 23 24 Mary Kathryn Sahm 212 filed? What happened during that time frame? A. I'm not sure what you're meaning. Q. Do you -- did you have any discussions -- do you have an understanding as to why there was a -- I think I'll use your words -~ a delay between when the gas leases were filed and when the SUP applications were processed? A, I don't understand your question or know what you're getting at. Q. I thought you said they should move forward? A. Yes. Q. What do you mean? They did move forward. They filed the SUP applications and got them denied, right? A. Well, I just -- a council change occurred, and when the deal was started, that council supported it. Q. Okay. When did the -- when did the council change occur? A. I don't know. Q. Would it have been May of 20097 A. I don't know specifically. Q. Okay. A. But you can tell by looking at these when DepoTexas, Inc. 22215:34:17 10 19:34:27 15:34:22 wo134:24 13 35:34:32 1g 15:34:34 15 15: 238 16 15:34:39 17 15:30:81 1g. 15:34:49 20 15:34:51 21 5:34:55 23 15:34:55 24 9:34:57 25 ‘Mary Kathryn Suhm, it changed. Q. But do you have any background or knowledge about what happened in the time frame? A. No. Q. Okay. So -- but you're upset with Trinity because they didn't move fast enough? A. I'm not upset with Trinity. Q. Okay. Looked like you were upset with somebody. Maybe me or -- A. Well -~ MR. HASKEL: Objection to side-bar. Q. I mean, who were you upset with? A. I'mtired. I'm just -- I'm just tired. I'm sorry. Q. Okay. And I -~ depositions are no fun, I understand. I'm -- I'm trying to figure out because T think you said that Trinity should have moved forward in a more timely manner or something like that. Did I at least paraphrase your testimony correctly? A. Yes. Q. I'm just trying to figure out means. Should they have ~~ DepoTexas, Inc. 22315:37 15:37 15:37 15:37: 15:37: aseaT: 15:38 15:38: 2338: 15:38 15:38:3 15:38: 15:38: 15:38 15:38 15:38 00 oa os a2 18 as 22 2a 27 19 11 12 13 14 15 16 39 143 148 Mary Kathryn Suh 216 Q. This is Exhibit 25. MR. HASKEL: You have two copies here. Do you need one back? Q. Is this a document that -- it doesn't have a "from" as to who wrote it. A. Or a signature. Q. Right. Is this something that you would have written? A, Huh-uh. Q. Who would typically communicate, Like, with a council member from the staff's standpoint? A. This looks like an answer to a request for information from the council member specifically, but I can't tell you that -~- with any certainty that that's what it is. Q. And a request for information is just a council member sends in a memo saying I'd like -- A. Or ask in an open session or something. Q. Okay. And so if you could look at the last paragraph there, it says, The City of Dallas prohibits surface-level drilling and other surface operations on park land as part of the gas leases. The City of Dallas has taken great efforts to ensure none of the surface level recreational uses will be DepoTexas, Inc. 2244 15:39:03 5 6 7 15:39:08 8 1539831 9 15:39:14 10 15:39:24 12 15:39:30 14 15:39:34 15 15:39:43 17 15:39:45 18 15:39:46 19 15:39:46 20 15:39:52 23, 15:39:56 24 9:39:57 25 ‘Mary Kathryn Suhm 217 disturbed. All natural gas drilling and production will take place at an off-site location through methods as directional drilling. Accordingly, no park access or recreational activities will be impacted. So this memo would have come from some staff member, correct? A. I don't know but I would guess so, yes. Q. Okay. And would -- do you recall if you might have seen this document around the time that -- of the date of August 13, 2008? A. No. Q. Okay. And who usually responds to a request like that? Would it be an assistant city manager or just -- I'm -- I'm sure that each request kind of goes to a different department or assistant city manager with that subject area expertise: is that -- A. Yes. -- fair? Does this look like something that would have come from the assistant city manager's level? A. If it -- it would have gone through an assistant city manager, I imagine, yes. Q. Okay. Not necessarily through you? DepoTexas, Inc. 22820139258 1524020 15:40:07 15:40:12 15:40:16 15:40:16 15:40:19 15:40:22 15:40:24 15:40:24 15:40:24 15:40:24 2140230 35:40:31 15:40:33 15:40:34 15240236 15:40:38 40242 15240243 15:40:44 1s:4o:47 15:40:54 15240259) o141:01 10 1 12 14 15 16 uy 19 20 21 22 23 24 25 Mary Kathryn Suhr 218 A, Not necessarily. Q. Okay. And so this -- I guess the question is: Do you know if -- this is two days before the leases are signed. Okay? A. Uh-huh. Q. And it's from Councilmember Angela Hunt who opposed the lease. She voted against, correct? MR. HASKEL: Objection; form. 1 think you said from Ms. Hunt. MR. ANDERSON: I'm sorry? MR. HASKEL: I think you said from Ms. Hunt. MR. ANDERSON: Oh, okay. I think the request was from Ms. Hunt. MR. HASKEL: I see. Pardon me. Q. It's to her. A. Well, you don't know that either. I mean, you -- I mean, this may have been a general question somebody asked in a briefing, I don't -- you don't know from this. Q. Okay. I guess -- I guess my question is: We're two days before the leases get executed and there's a statement made that Dallas prohibits surface-level drilling on park land. Do you see that? DepoTexas, Inc. 226iseaae ab:als aS:aie a5:42e 35:41 a5:4ls 15:41 102 103 06 3 15 20 22 24 25 128 10 aSsal: absaae assai: 35:dl: ase42 15:42: asiazs 1ssaz: 15sa2s mh 233 38 a 57 0 o4 06 09 09 12 13 14 15 u 18 19 20 2 22 24 Mary Kathryn Suhm 219 A. Yes. Q. There's nothing in here that says that there's any exceptions to that, correct? A. Not there, no. Q. And Ms. Hunt is the one that voted against the gas leases, correct? A. I don't know that for sure, but yes, I imagine she did. Q. Okay. I'll represent to you that she was one of the few council members that voted against -~ A. Okay. Q. -- the gas leases. And so, you know, the question becomes if the statements are being made to Ms. Hunt that there will be no gas drilling on park land, how do you reconcile that with the statement that it's reasonably confident that Trinity East could drill on a park land site in the August 15th letter, which is two days later? ite methods could A. Well, it also says off be used. I mean, that's -- Q. Right. But the tower tract -- radio tower tract is not off-site. Remember, it's part of the lease. A. No, but off-site methods could be used to DepoTexas, Inc. 227asia2s 15:42: a9 20 235 1s:a2 15:42 152422 15:42: 152423 15:02: 15:42 35:42 35:42 15243 36 39 aa 143 53 5B 00 10 a 12 13 a7 18 19 104 208 a 23 24 25 ‘Mary Kathryn Suhm 220 drill on park sites is what it says. Q@. I-- I get that. But the radio tower tract was considered to be a park land site. And this memo to Ms. Hunt says that the City of Dallas is going to prohibit that as part of the gas leases -~ MR. HASKEL: Objection -- -- that first sentence. MR. HASKEL: Objection; form. Q. City of Dallas prohibits surface-level drilling and other surface operations on park land as part of the gas leases. Do you see that? A. Yeah. But next to the last sentence says, Will take place at off-site locations through methods such as directional drilling. Q. Sure, Right. But the radio tower tract is not off-site. It's -- it's part of the leased property as -- right here. Remember, that was originally not part and now it's part. A. You and I aren't connecting on that so... Q. Okay. So on 15, the white rectangle was ases and then there was originally not part of the the looking at the abstracts and saw that it was and DepoTexas, Inc. 22818:43: 15:43: 15243: 15:43 15243: 943: 15:43: 15:43 as:4ae 1siaa: 1s:4a: a5:4a: 242. 44 a5 45 48 258 a 06 12 ng 20 123 228 10 1 12 13 14 16 uy 18 19 20 2. 22 24 28 Mary Kathryn Sum 221 then it was included as part of the lease, right, the radio tower tract? A. Yes. Q. Okay. And so that's -~ that's where -~ August 15th, that's the tract that Trinity Hast wants to use as a drill site, correct? A, That's what's in the letter, yes. Q. Okay. And that's the tract that you said the staff's reasonably confident Trinity East can be granted the right to use that as a drill site, correct? A. Right. Q. And so I'm just trying to reconcile how there can be reasonable confidence that the tract can be used as a drill site when two days before, there's a memo to Councilmember Hunt saying that it absolutely -- none of the park land will be used as a drill site. A. Well, you and I disagree. I think that next to the last sentence says off-site methods with directional drilling so... Q. Right. And -- and I understand off-site. If I -~ if -- as a matter of fact, one of the SUP applications that we filed was on private land DepoTexas, Inc. 229as a5 1s: 1s: as: £44228 44:28 244229 244232 144233 44:37 44:39 :4ar42 40245 246247 244249 44:52 16 ut 18 244257 144258 245203, 45:05 20 2a 22 23 24 25 Mary Kathryn Suhm 222 off-site. A, Right. Q. But the radio tower tract is on-site. A. I know that. Q. Okay. So -- BR. Okay. Q. And I apologize, but I'm -- I'm just trying to reconcile the two. Because if -- if somebody is telling council members in a written memo two days -~ A. If you don't say this another way, you're -- clearly I'm too dumb to understand you and you keep saying the same thing, so you might try another way to explain it to me -- Q. What would be -- A. -- because I don't -~ Q. What would be a better way to explain it to you? A. I don't know. I don't know, Q. Okay. A. I'm trying to tell you that when I read that sentence, it says you could go off-site and do directional drilling and get to that gas. Q. Okay. Okay. I got that. Let's assume that off-site means'a tract DepoTexas, Ine. 2301s: 1S: 15: 45:13 45:15 45:17 145235 145136 £45:40 $45242 £45245 10 ul 12 13 14 145:59 146202 146206 246209 46:14 14626 a7 18 19 20 21 22 23 Mary Kathryn Suhm 223 that's not located within the Dallas North Properties. A. Why would I -- I mean, why are we assuming that? Q. Because that's off-site. Here is the site. Off-site means you're over here, you're not on the site. A. Okay. Now I'm not understanding you so ~~ Q. Okay. Off-site means an area that's not in the blue and not in that white rectangle. A. Okay. Q. All right. Okay. Everything else is park land, right? We went through this. Blue, park land -- A. Uh-huh. Q. ~~ correct? A. You asked me how you could drill on park land, right? And this is what that says. That's how you could do it. Now, whether you can do it in that circumstances, I don't know, but Q. Okay. Yeah, I mean, we're just going round and round. But it -- it -- what the -- what the statement is is that there's not going to be any parking on park -- any drilling on park land. You can go outside of park land, off-site, and drill DepoTexas, Inc. 23142:46:20 1 15:46:24 2 15:46:33 5 15:46:35 6 15:46:39 7 is:46:40 8 as:a6:a1 9 15:46:44 10 15:46:45 11 35:47:21 15 35:47:24 16 15:47:29 18 35:47:32 19 35:47:35 20 15:47:40 21 35:47:45. 22 15:47:51 24 2147182 25, ‘Mary Kathryn Suh 224 that way to get there (indicating). But this -- I mean, it's pretty clear, you cannot drill on park land at all. Your letter says I'm reasonably confident that you can drill on park land. I'm trying to just reconcile those two statements about how... A. What exhibit is that again? Q. Sure. The radio tower tract -~ A. What number is it? Q. -- is park land. A. No, what number is it? Q. It's radio tower tract. Exhibit 23. So this memo to Ms, Hunt says it -- it prohibits surface-level drilling on park land. A. I don't know what you want me to say because I have done the best to tell you -~ to reconcile those two. I can't -- we can talk the rest of the night. Q. Well, I'll just ask you: Did you know about this letter to Ms. Hunt, August 13, at the time you wrote -- or you agreed to the August 15, 2008, letter? A. I don't know, @. Did you have discussions with anyone at DepoTexas, Inc. 232as as: ase as: abe as: as: a5: 15: MT 47: 48: 24a 48: 48: 48: 48: 12 ase 15: ass 48 248 1492 1492 4 249: rae 249 52491 sae 20 28 Mary Kathryn Suh 225 re would be the e City regarding whether or not th ability to get the -- a permit to drill on park land? I asked the attorneys if it would be all right to sign this letter and help me with the wording on it if any wording needs to be changed, that's all I did with that. Q. Did you ask any other employees other than the city attorney's office what steps would be needed for Trinity East to be granted the right to use the radio tower tract as a drill site location, what would the process be and what would the odds be of whether or not those approvals would be granted A. Not that I recall but I don't recall. Q. And so if we could go to Exhibit 3 again in the PowerPoint on 20. Do you have it? A, Uh-huh. Q. So the first bullet point in the presentation to the council, it specifically says Trinity East needed the assurance of this August 15, 2008, letter before they would sign the lease, correct? A. I don't think that's what it says but if DepoTexas, Inc. 23315:43 15:49: assag: 15:49" 138 38 aa a 48 15:50: 03508 152502 15:50: uw 217 28 231 236 243 a7 a9 249 10 it 12 13 14 45 21 22 23 24 25 Mary Kathryn Suhm 226 you believe that -- Q. Before Trinity Bast would sign the lease and make its initial $19 million payment, it sought assurance that the city staff would assist it in obtaining necessary approvals. Is that what it says? A. What it says is timing-wise before they signed that, they sought assurance. It didn't say they wouldn't do it without. Q. Your August 15, 2008, letter is the assurance that the city staff would assist in obtaining necessary approvals, correct? A. Yes. @. And then it says, Requests for assurance of assistance are often sought by outside parties. That's what you testified to before? A. Yes. Q. Okay. I£ you could go to 21, I think that this is part of the testimony that you had before, which is that the -- the type of language that was included, the "no guarantee" language, is -- has been used by the City in -- in other contracts or agreements with private parties, correct? A. Yes. Q. And that's basically what 21 says is that DepoTexas, Inc. 23424d as: as: a5: 258: 159: 150 150 153 :59:02 02 204 12 ae 27 43 s1 13 4 15 100: 200 1002 oo: 254 257 00 00 o1 06 1g 20 21 22 24 25 Mary Kathryn Suhm 31 under limitations on lessee's access to the land and surface use, do you see that? A. Yes. Q. It says, The drill site locations and all operations shall be limited to the designation portions of the land. Such locations are iden on Exhibit A to this lease. Do you see that? A. No. Q. Under 5A. It says 2452 at the bottom right. A. I see that. I'm just about -- okay. Q. And so the locations identified on Exhibit A, the only identified site is the - think is the -- on the last page, tract 137. There's one there. There's one other one. Do you see that one? We -- we looked at that before. A. Uh-huh. Q. And we -- you -- you indicated that you saw that that was the -- the radio tower tract, correct? A. Yes. Q. And then if you'd look on page 22 of 52, which is COD2470, it says -- do you see tract 14 DepoTexas, Inc. 2354200: 16: 16: 16: 16: 16 16: 16: 16: 16: 16: 16: 16 16: 16 00: 00: 100: a0: or 00: ou on ol: oi: ol: ol: oa: bi: oi: on: 101 oa: on: on: 18 19 20 123 223 24 23 34 38 1B 15 18 28 42 43 44 49 81 15 16 a7 18 19 20 21 22 23 24 Mary Kathryn Suhm 232 kind of in the middle of the page? A. Yes. Q. That's another proposed drill site location -- A. Okay. Q. == correct? So the ~~ the parties agree that only those tracts identified in Exhibit A could be used for drill site locations if they're listed in Exhibit A, correct? That's on page 4 of 52. Do you agree with that? A. Do I agree with what? Q. I'm sorry? A. Do I agree with what? Q. That only those drill site locations that are identified in Exhibit A could be utilized on the property? A. That's what this says, yes. Q. Okay. And if -- are you aware of any - if you can go to page 9 of 52, it says ~~ under Curing defaults, paragraph 15. A. Yes. Q. Are you aware of any defaults by Trinity East with regards to the lease? A. I wouldn't -- I don't -- I'm not aware of DepoTexas, Inc. 23616: 16: 16: 16: 16: 16: 16 16: 16: 16 16: 16: 16: 206: v6: 06: 06: os: 06: 6: 06: 06 06: a6: 106: 106: 207 207 207 07 07 on: 05 05 05 208 uu 15 19 a 30 132 35 7 241 243 154 55 58 on 03 03 06 09 10 u 19 20 ar 22 23 24 25 Mary Kathryn Suhm attorney-client privilege. MR. ANDERSON: Okay. Q. Other than with attorneys. A. No. Q. Do you know why the City has not offered to reimburse Trinity its $19 million? MR. HASKEL: Objection; form. A. Well, there was a lease, a contract that carried out the steps and said the things that had to be accomplished, and Trinity knew that when they signed the deal. Q. Okay. So what did Trinity receive for its $19 million payment? MR. HASKEL: Objection; form. . The lease of those rights, and if they could go through the process and get the -- get the drilling rights, they earned that, too. That was all spelled out from the beginning. Q. I understand what you're saying about the lease. I'm just saying from a practical standpoint, what did Trinity receive for its $19 million? MR, HASKEL: Objection; form. A, Trinity signed a business deal that they DepoTexas, Inc. 23716 16: 16: as 16: 16: 16: 16 16: 16: 16: 16: 16: 09: 09 09: os: 220: tor slo: 20: 10) 10: 10: 10) 10: 210: to: 10: 103, 06 08 08 209 a2 a3 vv 20 22 21 32 16 16: 16: 16 16 10: 10: 10: aa: 10 1 13 14 15 16 18 19 20 au 22 23 24 25 Mary Kathryn Suhm 239 Didn't mean it would automatically be done but there was a risk there. Q. Yeah, but I think they said -- I think Mr. Perkins says you can't just deny the SUP, right? A. I don't know what Mr. Perkins said. Q. I think we went through that testimony. A, I -+ I see that but -- Q. Okay. And so -- A. I think he said you arbitrarily can't. Q. Right. So as long as you meet the requirements that are in the ordinance, there's a whole list of requirements in the oil and drilling ordinance as to what you have to do. Okay. If you meet all those, why is there a risk if -- if there's a requirement that the City cannot just arbitrarily deny an SUP, council had already said these sites are appropriate sites, right, because that's what the lease says, why was there a risk to Trinity that they would not get approved? MR. HASKEL: Objection; form. A. The council has the final decision on that, and that's that's their responsibility and their -- and I can't speak to that. Q. So the City, though they accepted the DepoTexas, Inc. 238r2l:10 stirs r1b:16 16: 16: 16: 16 16: 16: ais 11:20 aai2a 11:25 11:26 1i:ze 1:11:33 134 11:36 11:38 10 aL 12 13 14a 15 16 16: 16: 16: 16: aaa qian aisas aisas 18 19 20 21 16: 16: aass2 anise 1:11:56 23 24 Mary Kathryn Suhm 240 $19 million -- right? They haven't returned the $19 million to Trinity -- A. No. Q. -- correct? And our clients did not have the opportunity to drill for the gas -~ MR. HASKEL: Objection; form. -- under the lease, correct? MR. HASKEL: Objection; form. A. But they didn't meet all the conditions of the lease. Q. What were the conditions? What did -- what did -- A. They didn't get an SUP granted. Q. Okay. Where -- where does it say in the lease that there's a requirement to get the SUP granted? A. They had to -- MR. HASKEL: Objection; form. A. They were required to get an SUP permit. And whether it was in the lease or whether it was in the city ordinances, that was part of it and people knew that from the beginning. Q. Okay. As far as you're aware, do you know, is there any valid reason that Trinity's SUP DepoTexas, Inc 239worl: 16:22: aeri2s 16:12: assiz: 00 0 02 04 08 16:12 26:22 16:12 16:12: aesaz: 16:12 16:12: 16:12 26:12: be1z: aesl2: 16:12 1és12: aeri2: aeei2s aesi2: 18 cr 19 21 22 24 125 128 36 a a a4 146 26 49 sa 10 aa 12 13 4 19 20 21 22 23 25 Mary Kathryn Sum, requests were denied? MR. HASKEL: Objection; form. A. I don't know. Q. Okay. So would you agree with me that if there was not a valid reason, that Trinity would not have received any consideration for their $19 million? MR. HASKEL: Objection; form. A. No. Q. Why do you not agree? A. I don't agree with that. Q. Why? A. Because I don't think it's accurate. Q. So you're saying the city council, after they took the $19 million, could arbitrarily deny the drilling permits that our client needed in order to perform under the lease? MR. HASKEL: Objection; form. Q. Is that what you're saying? MR. HASKEL: Objection; form. A. No, they couldn't arbitrarily deny it. Q. Well, I think that's what I said. If the -- if the council doesn't have a valid reason to deny the SUP's, then at that point in time, our client -- T think what you're saying is our client, DepoTexas, Inc. 240106 209 16: 16: 16:3 16: 16: 16: 16: 16: 16: 16: 16 16: 16: 16: 16: 16 16 16 16 13: 13: 1s: 1s: 13 13 13 13: 13: 13: 13:5: 13: a3 212 13 a3 as 16 18 22 2a 20 a1 132 37 38 42 245 48 297 58 10 uw 12 ai 22 23 24 25 ‘Mary Kathryn Suhm, 242 for his $19 million, had the opportunity to apply for an SUP. Isn't that basically it? MR. HASKEL: Objection; form. A. No. ©. Okay. So what did they get for their $19 million? A. They got the opportunity to go through that process and get rights to drill that land. Q. I think that's what IT said. You're saying that they have the right to file a zoning application for $19 million? MR. HASKEL: Objection; form. A. You and I would say that differently. Q. Okay. How would you say it? MR. HASKEL: Objection; form. A, They had an agreement, said this is what's going to get and this is what you have to step through to get it. And that was not accomplished. Q. But the same party that makes that decision is the one that took the $19 million, xight? A, Made what decision? MR. HASKEL: Objection; form. Q. Whether or not to allow drilling or not. DepoTexas, Inc. 24116 16: 16: 16: 16: 16: 16: 16: 16: 16: 16: 16: 16 16: 16: ae: 14:02 aa: ua: 1 ut ua: u 4 uM 1 14 e:vaH aa: aa: aa was ua: ua nf ua 06 10 u 24 28 29 29 30 32 32 34 10 qa 12 13 14 15 16 ay 18 19 20 2a 22 23 24 Mary Kathryn Suhm 243 MR. HASKEL: Objection; form. A. Yes. Okay. But, again, they can't arbitrarily deny it. Q. I agree with that: A. Well, you're assuming they arbitrarily denied it. Q. Well, that's -- that was my question. A. Okay. Well, that's my answer. Q. I said if they -- if they deny it without having a valid reason, do you agree with me that my clients did not receive any consideration for their $19 mi MR, HASKEL: Objection; A. No. Q. Okay. So help walk me through. A. No. Q. They -- A. I have done the best I can on that, so -~ okay. That's -- you and I are just going to have to disagree. I have done the best I can to tell you. I can't speak to the council's reasoning or their decision-making process. They made a decision. DepoTexas, Inc. 24216: 16 16 16: 16 16: 16: 16: 16: 16: 16: 45 45: 45: 45: 245 1452 145 246: 46: 46: 46: 46: a6: a6: 463 46: 46 58 00 202 03 10 u 2 13 rv 18 16 v 18 as 146 Mary Kathryn Sum 254 say 19 million, it's kind of globally as the gas bonus up-front payments by Trinity. Did those go to any entity other than the City of Dalla: A. I don't think so. Q. And -- and I think you testified before but the City is not required to lease its minerals, correct? MR. HASKEL: Objection; form. A. I don't think I testified that. Q. I'm sorry. But would you agree the City is not required to enter into a gas lease? MR. HASKEL: Objection; form. A. I don't think so, no. Q. Okay. It's the city's property and, you know, as long as they do it for whatever the constitution and the statutes require, the council has the discretion as to how to utilize it? A. The decision to make -- yes MR. HASKEL: Objection; form. Q. And so the -- I think -- let me think. So, for example, during the RFP process, the City Council could have just decided, either -- for whatever reasons, we're not going to -- we're DepoTexas, Inc. 24320152124 26:52:24 16:52:29 16:52:29, 16:52:33 16:52:37 1 2 3 4 5 10 a 13 14 15 16 a 18 20 a1 22 23 24 25 Mary Kathryn Suhm 260 MR. ANDERSON: All right. Thanks for your time. I know it's painful. THE WITNESS: Uh-huh. THE VIDEOGRAPHER: We are off the record at 4:52 p.m. This marks the end of disk four of four. (Deposition concluded at 4:52 p.m.) DepoTexas, Inc. 244