COUNCIL CHAMBER 140 3Th February 26, 2014

WHEREAS, the City recognizes the importance of its role in local economic development initiatives and programs; and

WHEREAS, the City has established Tax Increment Financing Reinvestment Zone Number Five, (City Center TIF District or District) and established a Board of Directors for the District to promote development or redevelopment in the City Center area pursuant to Ordinance No. 22802, authorized by the City Council on June 26, 1996, as authorized by the Tax Increment Financing Act, Chapter 311 of the Tax Code, as amended; and

WHEREAS, on February 12, 1997, City Council authorized the Project Plan and Reinvestment Zone Financing Plan for the City Center TIE District by Ordinance No. 23034, as amended; and

WHEREAS, the Tax Increment Financing Act specifies that the governing body of a city shall submit an annual report on the financial status of the district to the Chief Executive Officer of each taxing unit that levies taxes on real property in a reinvestment zone, and a copy of the report shall be forwarded to the Attorney General and the State Comptroller; and

WHEREAS, on January 31, 2014 the City Center TIE District Board of Directors passed a motion accepting the FY 2013 Annual Report for Tax Increment Financing Reinvestment Zone Number Five and recommending approval of same by the City Council.

NOW, THEREFORE,

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF :

Section 1. That the FY 2013 Annual Report for Tax Increment Financing Reinvestment Zone Number Five, (City Center TIF District), City of Dallas, Texas, as of September 30, 2013, a copy of which is attached hereto (Exhibit A), is hereby accepted.

Section 2. That the City Manager is hereby authorized to submit the FY 2013 Annual Report for Tax Increment Financing Reinvestment Zone Number Five, to the Chief Executive Officer of each taxing jurisdiction that levies taxes on real property in the District; and the State Comptroller, as required by state law.

Section 3. That this resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Dallas, and it is accordingly so resolved. APPROVED BY CITY COUNCIL FEB 26 2014

City Secretary 140375

Exhibit A City Center TIF District FY 2013 Annual Report

B City of Dallas

Office of Economic Development 1500 ManIla Street, 2CN Dallas, Texas 75201 (214) 670-9821 http://www.dallas-ecodev.orci/

October 1, 2012 to September 30, 2013 140 37

Exhibit A City Center TIF District FY 2013 Annual Report Map of Reinvestment Zone Number Five City Center Tax Increment Financing District

DALLAS ECONOMIC DEVELOPMENT City CenterTiF District Boundary ftria Redevelopment Division City Center TIF District Parcels 214670 1685 []

2 140 3Th Exhibit A City Center TIF District FY 2013 Annual Report

Table of Contents

Mission Statement 4 District Accomplishments 4 Value and Increment Revenue Summary 11 Objectives, Programs, and Success Indicators 11 Year-End Summary of Meetings 18 Budget and Spending Status 23 MIWBE Participation 23 FY 2014 Work Program 25

Appendix A - District Financials 26

3 140 3Th Exhibit A City Center TIF District FY 2013 Annual Report Mission Statement

The mission of the City Center TIF District is to promote redevelopment, stabilization, and growth of the downtown area. An accompanying goal is the stabilization and growth of the value of the area’s tax base and a positive reversal of urban decay. During the 2013 fiscal year the district’s mission was expanded to include creation of a strong real estate investment climate in the West End Area, establishment of a sustainable neighborhood that connects the core of downtown, to the Farmers Market, Cedars area along Lamar Street, West End, Victory Park, and Design District across the Trinity River to West Dallas while providing more residential, retail and office opportunities.

The Dallas City Council established the City Center TIE District by Ordinance Number 22802 on June 26, 1996. The City Center TIE District took effect on January 1, 1997, and during the fiscal year the termination date of the district was extended to December 31, 2022, (including collection of the 2022 increment in calendar year 2023 and any related matters to be concluded in 2023) or when the budget of the zone has been collected. The City of Dallas and Dallas County are the two remaining participating jurisdictions.

District Accomplishments

The City Center TIE District has been an instrumental part in creating a positive climate in the historic downtown core, Lamar Corridor and West End Historic District. From its inception through EY 2013, thirty-three projects have generated approximately $619M in new investment.

Major amendments to the Zone were approved by City Council during the fiscal year that reshaped and refocused the District and its mission. These amendments included the following:

1. Create two sub-districts within the City Center TIE District:

a. City Center Sub-district — original boundary of the district with the addition of the property addressed as 600 5. Harwood Street, approximately 19,471 square feet; and

b. Lamar Corridor/West End Sub-district — 27.14 acres of land located along the Lamar Corridor and within the West End Historic District.

2. Extend the termination date from December 31, 2012, to December 31, 2022, for the City Center Sub-district;

3. Establish a termination date for the Lamar Corridor/West End Sub-district of December 31, 2037;

4. Decrease participation for the City of Dallas to 80% and Dallas County to 45% for the City Center Sub-district;

4 140375 Exhibit A City Center TIF District FY 2013 Annual Report

5. Establish participation rates for the City of Dallas at 90% for 15 years and Dallas County at 53% for 10 years for the Lamar Corridor/West End Sub-district; and

6. Increase the City Center TIF District’s budget from $87,567,717 total dollars to $151,968,546 total dollars, an increase of $76,272,293.

The purpose of the district’s amendment is to:

- Expand the downtown core and redevelopment momentum to the West End;

- Provide a means of facilitating the redevelopment of the Lamar Corridor and Historic West End area;

- Upgrade the public realm along the Lamar Corridor to create an attractive corridor linking key destinations within the City;

- Fill in redevelopment gaps in the downtown core by redeveloping last remaining vacant buildings;

- Continue to provide a source of funding for affordable housing, public parking and ground floor activation;

- Create a funding source for improvement and maintenance of infrastructure in the West End, district wide improvements, and improved pedestrian connectivity from the Dallas County, City and Community College offices through the West End to the Victory Park area; and

During the fiscal year, five projects in the district were approved for TIF funding.

Fairfield Residences at West End First new construction project in the West End Historic District in 5 years. The project includes 278 apartments, 400 space parking garage. Construction began December 2013. Total project cost is $44.3M.

5 140375

Exhibit A City Center TIF District FY 2013 Annual Report

Purse & Co. Lofts Renovation of a building constructed in 1905 in the West End Historic District. The project includes 40 loft apartments and over 14,000 square feet of restaurant space and is anticipated to begin construction in 2014. Total project cost is $14.9M.

Flora Lofts Lease of 50 parking spaces in a 215 parking garage to be constructed beneath a 46 unit apartment building. The lease provides parking in the Arts District, benefiting the greater downtown area and public investments made in the Arts District. Total project cost is $24.5M.

Liberty State Bank Building Relocation Project includes disassembly of one building, demolition of another building and disassembly and relocation of the Liberty State Bank building. All three buildings were slated for demolition as a part of the César Chavez roadway project. The Liberty State Bank building will be renovated to include small retail and office space. Total project cost is $2.5M.

211 North Ervay Renovation of an 18 story vacant office building into 144,000 square feet of office space and 22,000 square feet of retail space. Total project cost is $13.4M.

6 140375 Exhibit A City Center TIF District FY 2013 Annual Report

City Center TIE District Projects1 Projects Within TIF District Utilizing TIF Funding Calendar Approx. Project Location Year Status Units! SF2 II TIF Value3 I investment4 Complete I______1509 Main 156 apartment 1999 Completed Street units; 15,000 SF $7,837,260 $470,891 retail

1623 Main 135 apartment 1999 Street Completed units; 10,000 SF $14,000,000 $3,883,691 retail 1401 Magnolia Commerce 1999 Completed Building 330 hotel rooms $23,000,000 $594,486 Street 1525 Main, Stone Street 1520 Elm 2002 Completed Gardens 29,000 SF retail $1,956,410 $292,062 Streets

Universities 1901 Main 20,000 SF 2002 Completed Center at Dallas Street educational $2,330,120 $2,236,550 space

Merriman 300 N. Field 40,000 SF office 2002 Completed $1,300,000 Architects Street space $50,000

1309 Main 183 apartment 2003 Street Completed units; 15,000SF $20,000,000 $1,350,000 retail

Hart Furniture 1929-1933 Elm 2003 Completed Building Street 16,600 SF retail $1,028,100 $1,392,443

1520-22 Main Thompson Bldg 2004 Street Completed 19,000 SF retail $2,100,000 $1,171,629

1506 &1512 154 apartment Dallas Power & Commerce 2005 Completed Light Bldgs units; 28,000 SF $9,342,690 $6,864,909 Street retail

Interurban 134 apartments 1500 Jackson 2005 Completed Building units; 20,000 SF $11,333,800 $5,536,038 grocery store

1415 Main 64 apartment Gulf States 2007 Completed Street units; 5,000 SF $6,582,920 $5,075,848 retail

350 N. Ervay 2007 227 apartment Republic Tower Completed $25,500,000 Street units $5,114,468

1608 Main Completed 1608 Main 8,000 SF retail; Street& 2008 (Shell & $1,427,980 Street 4,000 SF $1,555,512 Pedestrian Interior) office

1530 and 1524 114 hotel rooms; Joule Hotel 2008 Completed $17,138,330 Main Street 15,000 SF retail $9,375,792

7 140375

Exhibit A City Center TIF District FY 2013 Annual Report

. . . 440 apartment Mosalc(FIdelItY 2007 Completed units; Aka Streets 23000 SF $47850000 $9000000

l200Main units; Metropolitan 2007 Completed $45,977,940 $4,750,000

Fairfield 17 N U d 278 apamenrt Residences 2015 @ RecordStreet $44,264,938 $5,500,000 West End Construction 40 Purse& Co. apartment Elm Street 2014 Approved units; 14,440 SF 0 5 $14,867,948 $2,800,000 retail Liberty State 600 S. Under 2 000 retail Bank Relocation Harwood 2014 SF Construction $2,520,800 $985,000 Project Street 2000 SF office 144 000 SF 211 N. Ervay 211 N. Ervay Under 2014 office 22 000 Street Street Construction $13,458,630 $2,000,000 retail 2,084 residential units; 444 hotel rooms; Subtotal 20,000 SF educational; 190,000 SF office; $313,817,866 $69,999,319 252,040 SF retail ct Not Utilizing TIF Funding5

Approx TIF Unitsl SF Value Investment

Majestic Lofts 129 1900 Elm apartment (Titche- 1997 Completed Stree units; 15,000 SF $11,085,000 $0 Goettinger) retail

400Nh 1,844 hotel Sheraton Hotel 1998 Completed $96,556,650 $0

Santa Fell 1122 Jackson 205 condo 1999 Completed (SoCo Lofts) Street units $26,936,820 $0

130000SF 2020 Live Oak 2OOSeetOac 2000 Completed $14,000,000 $0

Jackson Street 1300 Jackson 8 condo units; 2002 Completed 1, 0 0 0 Lofts Street 5,000 SF retail

1505 Elm l5sem 2004 Completed 65 condo units $13,207,430 $0

Dallas Rooftop 1217 Main 2006 Gardens Street Completed 28,000 SF retail $1,750,000 $0

Third Rail Lofts 84 rt (additional Chapter 380 1407 Main 2007 Completed units; 20,000 SF $17,600,000 information on . funds . Street following page) retail space

. 5 000 SF retail; U.S. Post Office 400 N. Ervay Residential 2011 78 apartment Building Street Complete $9,060,000 $0 units

8 ______140375

Exhibit A City Center TIF District FY 2013 Annual Report

irs ap IS 1707 San Church 2013 1 500000sf Jacinto Street Complete $93,379,980 $0 Expansion clurcl space

1025 Elm Street 2013 Eeet Complete 130 hotel rooms $20,000,000 $0

569 residential units; 1,974 hotel rooms; Subtotal 130,000 SF office; 73,000 SF retail; 1,500,000 $305,556,920 $0 SF church space Projects Outside TIF District Utilizing TIE Funds Calendar Approx. Project Location Year Status Units! SF TIF Complete Value Investment

2121 Flora 46 apartment Flora Lofts 2015 Street Approved units; 8,000 SF $24,527,802 $2,000,000 retail

Subtotal 46 apartment Units; 8,000 SF retail - $2,000,000

Projects Utilizing and Not Utilizing TIF Funding 2,653 residentiai units; 2,418 hotel rooms; Total 20,000 educational; 320,000 SF office; 325,040 $619,374,786 $71,999,319 SF retail; 1,500,000 SF church space All information updated as of September 30, 2013 2 upon either the TIF application or required minimum stated in the development agreement May be updated for completed projects based on actual unit mix and square footage upon a) market value of comparable projects for anticipated projects, b) pnvate investment stated in the development agreement for projects that are approved or under construction, or c) DCAD market value for completed projects (unless project has not yet been assessed) Values may not be fully captured by the TIF Distnct for redevelopment projects once pre-existing value and/or the demolition of structures is netted out Total amount reimbursed by the TIF district for the corresponding TIF project (includes accrued interest) as of September 30, 2013, except for Mosaic and Metropolitan (approved TIF investment listed, as projects have not been fully reimbursed) Selected significant projects included 6 Tax-exempt properties other incentives not shown Contact City of Dallas Office of Economic Development for more information

9 140375

Exhibit A City Center TIE District FY 2013 Annual Report

Activity Scope Investment Status 3-year lease expired January Metropolitan Garage Up to 600 public parking spaces $450,000 2005 Retail Study Determine needs for District $150,000 Complete

Parking Study Determine needs for District $380,154 Complete 5 North/South Streets from N/S Streetscape Young to Ross Avenue $5,403,602 Complete

Park Master Plan Determine priority sites for District $182,500 Complete % of annual increment transferred to $3,120,566 out of million Affordable Housing Housing Dept. to assist with affordable $1,620,566 $5 housing_development_throughout_the_City funded Use of 444 parking spaces for public use Lease in place until 6/30/2015 Dalpark Garage $2,358,780 (150 parking spaces for short-term use) ($1,686,842 spent) Dallas County Improvements to public space (lighting, Courthouse Plaza trees, seating, etc.) $2,625,000 Complete Phase I Design Complete Fire Corridor 1600 Block of Elm Street $149,135 ($63,000 spent) 370 public parking spaces; 95 parking Third Rail Lofts Garage spaces for adjacent residential *s8 500 000 Complete developments 600 parking spaces (converted to public Program ended 2010 CityPark Program *$1 125 000 use from current garages) ($1,027,818 spent)

40,000 — 60,000 s.f. of retailers Retail Initiative Phase I through *2,500,000 32,699 square feet of occupied tenant start-up cost assistance retail space; $2,219,212 spent

25,942 square feet Retail Initiative Phase Additional retail recruitment and retention **s700 II of critical retailers 000 retained/occupied; $548,830 spent **$550 Urban Market 000 City assistance matched by Retention of Retention Urban Market for two years City private stakeholder funds; assistance Assistance ended 2008 Four Vacant Building To reduce the number of downtown Staff time buildings were completely Improvement Initiative vacant buildings only renovated/two demolished! six under repair Reduce visual clutter News Rack Ordinance by install uniformed, Staff time Uniformed newspaper racks regulated newspaper racks only installed. Update master plan Downtown Wayfinding to include the expansion of DART and change Approved partial funding of Master Plan Update in $25,000 development_areas_downtown update Re-evaluate priority park sites identified in Downtown Parks Staff Time original plan and propose any new Consultants engaged and Master Plan Update park sites downtown Only update began Program to provide incentives to $8,300,000 Ground Floor Program implementation downtown building owners to renovate over the life Activation Program underway and tenant their vacant ground floor space of the Zone * The Third Rail Lofts Garage, CityPark Garages, and Retail Initiative will be paid from Chapter 380 funds through a release of $12.5 million in TIF funds. **Phase II of the Retail Initiative and Urban Market assistance was funded through Public/Private Partnership Funds.

10 140375 Exhibit A City Center TIF District FY 2013 Annual Report Value and Increment Revenue Summary

The base value is the total appraised value of all taxable real property in the Zone, as determined by the Dallas Central Appraisal District certified property tax roll. The base value is established the year the TIF is created and/or when a property is placed within a TIF boundary.

The City Center TIE District’s financing plan and boundary was amended during the fiscal year to add properties along the Lamar Street corridor and properties in the West End Historic District. As a result of the boundary amendment two sub-districts were created: (1) City Center Sub-district and (2) Lamar Corridor/West End Sub-district. As a result, each sub-district will have its own base value. The map on page 2 of this document depicts the new boundaries of the Zone, including the boundary of each sub district.

City Center Sub-district The sub-district’s 2009 adjusted base year value is $866,044,996. The 2013 assessed tax value for the sub-district is $1,165,654,474. This represents an increase of $299,609,478 (34.60%) over the adjusted base year value. The district value decreased by $62,548,793 (-5.1%) from the previous year. This decrease will result in an estimated collection of approximately $2,238,068 (City $1,910,310; County $368,870) incremental revenue.

Lamar Corridor/West End Sub-district The sub-district’s 2012 base year value is $97,095,610. The 2013 assessed tax value for the sub-district is $103,190,230. This represents an increase of $6,094,620 (6.28%) over the base year value. This increase will result in an estimated collection of approximately $51,569 (City $43,717; County $7,852) incremental revenue.

Objectives, Programs, and Success Indicators

On February 12, 1997, the Dallas City Council adopted Ordinance Number 23034 which approved the City Center Tax Increment Financing District Final Project Plan and Reinvestment Zone Financing Plan, as amended. The goals of the plan are as follows:

• Make the City Center area a safer place to live and work • Improve access to the City Center area • Improve the image of the City Center area • Take advantage of the existing building stock • Develop a diverse mix of land uses within the City Center area • Increase recreational opportunities in the City Center area

The following objectives and actions items set the framework for the planned public improvements within the City Center TIE District in 1997:

11 140375 Exhibit A City Center TIE District FY 2013 Annual Report

Improve street and pedestrian lighting within the City Center TIF District. Improvements to five north/south streets (Field, Akard, Ervay, St. Paul and Ha,wood Streets to the Transit Mall) were completed in 2008. An extension of the north/south improvement project (from the Transit Mall to Ross Avenue) was also completed in 2008. These improvements included widened sidewalks, street repaving, street furniture, lighting, new crosswalks and street trees.

Improve the pedestrian environment through landscaping, lighting and design standards for surface parking lots

Ordinance No. 25487 approved by City Council on January 28, 2004, required commercial parking garages and surface parking lots to comply with certain parking lot enhancements such as improved lighting, stripping and landscaping. The ordinance also required the installation of wrought iron fencing but only if financed by the City Center TIF District. A fencing program was completed in 2007 that installed enhanced fencing along commercial surface parking lots located within the City Center TIF District.

Pedestrian improvements in the downtown core/retail district were completed for the North/South Streets between Young and Ross Avenue. This work created a retail and pedestrian friendly environment with improved lighting, sidewalks, lighting and public art (terrazzo panels) on Field, Akard, Eniay, St. Paul and Hatwood Streets focusing on the core district between Elm and Commerce Streets.

Provide public parking to encourage redevelopment of underutilized downtown office and retail space.

On October 13, 2004, City Council authorized an agreement with Inc. to implement the City Park program. The program provided public, short-term parking space in garages in the downtown retail core in support of retail redevelopment efforts within the core. The CityPark program ended in 2010, but provided $1,027,818 over six years for the conversion of existing private garages to public use through equipment signage, marketing and the use of the City’s public parking rates. The following garages participated in the program and provided a minimum of 150 public parking spaces:

- DalPark Garage (1600 Commerce)

- Davis Lot Garage (1407 Main Street)

- Star Parking Garage (1300 Ross Avenue)

- Metropolitan Garage (1310 Elm Street)

Although the CityPark program has expired, the City continues to lease 225 low cost, transient parking spaces at the Dalpark Garage to assist with retail efforts. The Dalpark Garage lease will expire June 30, 2015.

12 140375

Exhibit A City Center TIE District FY 2013 Annual Report

Additionally, the developer of the Davis Lot site (1407 Main Street) received an $8.5 million loan with a forgivable interest component to construct a parking garage providing 370 public parking spaces for 10 years, parking for adjacent residential projects and assist in the development of 20,000 square feet of retail space. Below are parking counts for various garages.

Dal Park Davis Metropolitan Total Total Weekday Weekend Weekday Nights Monthly Monthly 1on thru Fri after Weekend Monthly Month/Yr Qdon thnr Them) (Fri thnm Sun) (MOnthly) FY (Sat and San) FY2013 Count 6 prim) FY Count FY2013 FY2013 2013 FY2013 FY2013 2013 FY2013 Oct.2012 7185 3638 2535 6173 830 5619 987 7436 Nov.2012 8548 4495 4543 9038 841 5273 1080 7194 Dec.2012 11713 4224 3413 7637 853 4804 842 6499 Jan. 2013 7382 4463 2918 7381 852 4561 733 6146 Feb. 2013 7582 4047 2962 7009 867 4231 805 5903 Mar.2013 8935 4724 4257 8981 858 5251 649 6758 Apr.2013 8915 4974 3656 8630 928 4717 632 6277 May2013 8212 4162 3854 8016 957 4812 719 6488 June2013 7418 3788 2947 6735 967 4338 760 6065 July 2013 7465 4120 2651 6771 961 3900 634 5495 Aug.2013 7631 3697 3581 7278 979 4126 596 5701 Sept.2013 7710 3231 2766 5997 1020 3802 568 5390

A Downtown Parking Strategy was completed during FY 2011 as a component of the Downtown Dallas 360 Area Plan. As a result of the extension of the City Center Sub-districts term and increase in budget, funds have been allocated to a Parking Initiative budget line item that will support expansion of public parking. The funds will be used to acquire or lease other parking spaces in the Zone or the greater downtown area if it benefits the Zone. Parking funds may be used to incentivize the construction of private parking garages that provide public parking by either over building the garage to include public spaces or dedicating spaces in the garage for public use.

Coordinate linkages with the new DART light rail transit mall by extending streetscape improvements from the transit mall to the Arts District, Main Street, public open spaces and City Hall. Construction of pedestrian linkages connecting the DART light rail transit mall with the Main Street Retail District, public open spaces, City Hall and the Convention Center are underway.

In July of 2010, the McKinney Avenue Transit Authority received a $4.9 million grant from the Federal Transit Administration and matching grant of $5 million from the North Central Texas Council of Government to complete the M-Line loop that branches off of McKinney Avenue at Olive Street. Construction of the Olive/St. Paul Street Loop began in 2012, with completion projected for 2014. The line will improve connectivity between Uptown, Downtown, , the Arts District and DART downtown transit mall.

13 140375

Exhibit A City Center TIF District FY 2013 Annual Report

During the fiscal year, City Council approved funding to participate in the two year pilot program D-Link, a special service from DART that provides residents, workers and visitors a way to get to some of the city’s most popular arts, dining and historic destinations. The free bus route includes destinations such as American Airlines Center, Klyde Warren Park, the Perot Museum of Nature and Science, The Sixth Floor Museum, Dallas Arts District, the Bishop Arts District and many other cultural, arts and entertainment-related stops.

The expected cost of the service $1.4 million annually. DART, Downtown Dallas and the City of Dallas shared the costs of the program. A map of the bus route is below.

1GEND

HP’! DLr

14 140375 Exhibit A City Center TIF District FY 2013 Annual Report

Direct overall development of the City Center area through the application of design standards for public improvements and design guidelines for private development.

Standards for public improvements have been established. Development projects requesting TIF funding will be required to design and construct public improvements in accordance with established guidelines.

Encourage development of residential housing and hotels, including conversions of existing office space.

TIF reimbursement provided through the City Center TIF District encouraged multiple residential redevelopment projects (as listed below) while reducing the amount of vacant obsolete space by 5.6 million square feet and increasing the

number of downtown residents — Kirby Building, Mison Building, Majestic Lofts, Davis Building, Santa Fe Il, Gulf States Building, Dallas Power & Light Buildings, 1505 Elm Condominiums, Jackson Street Lofts, Republic Tower, Interurban Building, Mosaic, 1200 Main Street, Magnolia Hotel, Sheraton Hotel, 1516 Elm Street, Hart Furniture, Merriman Architects, 2020 Live Oak, 1217 Main, Houseman Building, 400 5. Akard and .

• Encourage redevelopment of street-front retail.

A Retail Initiative aimed at stimulating the creation of a retail district in downtown Dallas, initially focusing on 40,000 to 60,000 square feet in the Main Street District, was approved in 2003. Phase / of the Initiative included $2.5 million in funding for tenant start-up costs, rent subsidies, and a Leasing/Marketing Partner. Phase I of the Retail Initiative brought several unique retail establishments to downtown; however, most of these stores have not remained open.

Phase II of the Initiative, with $700,000 in funding and a program goal of 16,000 to 20,000 square feet of retail, was approved. J05. A. Bank (5,142 square feet) opened under the extended initiative. While many of the initial uses have closed, many of the spaces were able to attract new businesses without further subsidy, as a result of the initial TIF in vestment. Conversions of structures such as the Stone Street Gardens Buildings, the Thompson Building, 1608 Main Street, Davis Building, Dallas Power and Light Building, Metropolitan and Mosaic add to the amount of improved retail space.

The City of Dallas Main Street District Initiative Loan and Grant Program was amended to allow expenditures for a comprehensive update of the Downtown Parking Strategy and creation of a Retail Activation Strategy to identify and prioritize improvements needed to support retail recruitment efforts in the Downtown area. Both documents were completed and approved during FY 2011.

15 140375 Exhibit A City Center TIF District FY 2013 Annual Report

Square Original Tenant Address Footage Status Current TenanVActivity CADD 1608 Main Street 3,750 Open Traffic Los Angeles CVS 1404 Main Street 14,500 Open CVS Jason’s Deli 1409 Main Street 5,600 Open Jason’s Deli JimmyJohn’s l4l4ElmStreet 1,380 Open JimmyJohn’s Jos. A. Bank 1508 Commerce Street 5,142 Open Jos A. Bank Swirll 1311 Main Street 5,193 Closed Union Park Gastro Pub Urban Market 1 500 Jackson Street 20,000 Closed Urban Orchard Market Benji’s 1511 Main Street 2,006 Closed Accent Optical Crimson in the City 1514 Commerce Street 2,500 Closed Studio 1514 (Salon) Footgear 1608 Elm Street 3,000 Closed Scottys Elm Street Salon Kul Design Studio 1303 Main Street 9,706 Closed Empire Rock Bar TOTAL SQUARE FOOTAGE IMPROVED 72,777 TOTAL SQUARE FOOTAGE OCCUPIED 39,321

• Encourage redevelopment of school property and improve educational and training facilities within the district.

Plans to open the University of North Texas (UNT) law school at the Old Municipal Building continue, but is not funded. UNT relocated its administrative offices to the Universities Center at Dallas building and has purchased the Titche-Goettinger Building located at 1900 Elm Street.

During the year the UNT completed a $25 million improvement project for the Universities Center at Dallas building. The building will house the college’s law school on an interim basis beginning in 2014. In addition to the project’s interior improvements, the façade of the building facing will be renovated to include windows, opening up the building to the downtown community.

• Complement and protect existing historic structures.

Through the efforts of the City Center TIF District and the City of Dallas Historic Preseivation Program, the following historic buildings within the TIF District have

been improved — Kirby Building, Wilson Building, Magnolia Building, Davis Building, Stone Street Gardens, Gulf States Building, Dallas Power & Light Buildings, Thompson Building, 1608 Main Street, Hart Furniture Building, 1530 Main Street, Republic Tower, the Interurban Building, and Mosaic (Fidelity Union Life Buildings). The Main Street National Register Historic District nomination was completed and accepted by the National Park Se,vice. The city supported the expansion of the District to include buildings on the southern side of Downtown. The new expanded Downtown National Register Historic District is currently pending and has not officially been accepted by the .

16 140375

Exhibit A City Center TIF District FY 2013 Annual Report

Original and amended City Center Sub-district development program includes:

Original - 2,500 residential units

• Amended — Add residential units to complete original goal of 2,500 residential units To date 2,336 residential units have been built in the City Center sub-district, representing approximately 93% of the development program goal. Below is a chart showing residential projects completed within the City Center TIF District:

CITY CENTER — COMPLETED RESIDENTIAL UNITS

PROJECT LOCATION UNITS COMPLETED 1900 Elm (Titche-Goettinger) 1900 Elm Street 129 1997 SoCo Lofts 1122 Jackson Street 205 2000

The Kirby — Residences on Main 1509 Main Street 156 2000 Wilson Building 1623 Main Street 135 2000 Residences on Jackson 1300 Jackson Street 8 2002 Davis Building 1309 Main Street 183 2003 1505 Elm Street Condominiums 1505 Elm Street 65 2004 Interurban Building 1500 Jackson Street 134 2005 Dallas Power & Light 1506-12 Commerce Street 154 2005 Gulf States Building 1415 Main Street 64 2007 Gables at 325 N. St. Paul, Tower I 227 2007 Fidelity Union Life Towers (Mosaic) Pacific/Bryan/Akard 440 2007 Metropolitan 1200 Main Street 273 2007 1407 Main Street 1407 Main Street 85 2008 U.S. Post Office Building 400 N. Ervay Street 78 2011

TOTAL RESIDENTAL UNITS COMPLETED 2,336

• Original — Absorption of 3.5 million square feet of the currently vacant office space in the district

• Amended - Absorption of 1,000,000 square feet of vacant office space in the sub-district To date, 5.6 million square feet of previously vacant office space located within the City Center TIF District has been renovated representing 124% of the development goal. Completed projects include Santa Fe II, 2020 Live Oak, Sheraton Hotel, Majestic Lofts, Kirby Building, Wilson Building, Magnolia Building, Hart Furniture, 1505 Elm, Davis Building, Dallas Power and Light, Interurban Building, Jackson Building, Republic Tower, 1530 Main Street, Gulf States, 1217 Main Street, Mosaic, 1200 Main Street, Magnolia Hotel, Sheraton Hotel, 1516 Elm Street, Hart Furniture, 1217 Main Street, Houseman Building, 400 S. Akard Street and the Joule Hotel.

• Absorption of 300,000 square feet of retail space

17 140375 Exhibit A City Center TIE District FY 2013 Annual Report

Amended — Activate 300,000 square feet of vacant ground floor and/or retail space in the downtown core. To date, approximately 287,600 square feet of retail space, including Neiman Marcus, has been improved, representing 96% of the development program goal. The Main Street Retail Initiative has assisted in adding retail tenants to the growing number of those already established. Jos. A. Bank, CVS, Jason’s Deli and Jimmy John’s opened as part of the Retail Initiative and continue to thrive. Seven-Eleven opened a convenience store on the ground floor of the Metropolitan.

Lamar Corridor/West End Sub-district’s development program includes:

• Add 2,500 residential units to the sub-district. During the fiscal year two projects that would add 318 residential units to the sub district were approved for TIF funding.

• Activate 500,000 square feet of vacant ground floor and/or retail space in the sub-district.

• Absorb of vacant office space in the sub-district.

Year-End Summary of Meetings

The City Center TIF District Board of Directors met eleven (11) times during FY 2013,

October 11, 2012, October 25, 2013 — Special Meeting, November 8, 2012 — Special Meeting, December 13, 2012, January 10, 2013, March 21, 2013, April 11,2013, May 9, 2013, June 13, 2013, August 29, 2013— Special Meeting and September 12, 2013.

The City Center TIE District Board of Directors consists of nine (9) members including six (6) City of Dallas appointees, one (1) Dallas Independent School District (DISD) appointee, one (1) Dallas County appointee and one (1) Dallas County Community College District appointee. During EY 2013, the City Center TIE Board consisted of the following members:

Board Member List

Larry Good — City Appointee (Attended 10 of 11 meetings)

Jerry Merriman — City Appointee (Attended 10 of 11 meetings)

Kirby White — City Appointee (Attended 4; resigned from board March 2013)

Jon Ruff — City Appointee (Attended 9 of 11 meetings)

Antonia Hubert — City Appointee (Attended 1 meeting; resigned from board January 2013)

City Appointee — Vacant

City Appointee - Vacant

Orlando Alameda — DISD Appointee (Attended 10 of 11 meetings)

18 140375

Exhibit A City Center TIF District FY 2013 Annual Report

Rick Loessberg — Dallas County Appointee (Attended 7 of 11 meetings)

Clyde Porter — DCCCD Appointee (Attended 5 of 11 meetings)

During FY 2013, the City Council approved fourteen (14) items directly or indirectly associated with the City Center TIF District. The council actions are listed below.

• On November 14, 2012, City Council approved Resolution No. 12-2780, authorizing a public hearing to be held on December 12, 2012 to receive comments on amendments to Tax Increment Financing Reinvestment Zone Number Five (City Center TIF District) and the Project and Reinvestment Zone Financing Plans for the City Center TIF District to: (1) create two sub-districts within the City Center TIF District: (a) City Center Sub-district (original district boundary) and (b) Lamar Corridor/West End Sub-district; (2) increase the geographic area of the City Center TIF District to add approximately 27.14 acres to create the Lamar Corridor/West End Sub-district; (3) extend the current termination date of the City Center TIF District from December 31, 2012, to December 31, 2022, for the City Center Sub-district and establish a termination date for the Lamar Corridor/West End Sub-district of December 31, 2037; (4) decrease the percentage of tax increment contributed by the City of Dallas during the extended term of the TIF District and establish other taxing jurisdictions participation percentages; (5) increase the City Center TIF District’s budget from $87,567,717 total dollars to $151,968,546 total dollars, an increase of $75,599,171; and (6) make corresponding modifications to the City Center TIF District boundary, budget and Project and Reinvestment Zone Financing Plans; and at the close of the hearing consideration of an ordinance amending Ordinance No. 22802, previously approved on June 26, 1996, and Ordinance No. 23034, previously approved on February 12, 1997, as amended, to reflect these amendments.

• On December 12, 2012, City Council conducted a public hearing and approved Ordinance No. 28865 and Resolution No. 12-3040, amending Tax Increment Financing Reinvestment Zone Number Five (City Center TIF District) and the Project and Reinvestment Zone Financing Plans for the City Center TIF District to: (1) create two sub-districts within the City Center TIF District: (a) City Center Sub-district (original district boundary) and (b) Lamar Corridor/West End Sub district; (2) increase the geographic area of the City Center TIF District to add approximately 27.14 acres to create the Lamar Corridor/West End Sub-district; (3) extend the current termination date of the City Center TIF District from December 31, 2012, to December 31, 2022, for the City Center Sub-district and establish a termination date for the Lamar Corridor/West End Sub-district of December 31, 2037; (4) decrease the percentage of tax increment contributed by the City of Dallas during the extended term of the TIF District and establish other taxing jurisdictions participation percentages; (5) increase the City Center TIF District’s budget from $87,567,717 total dollars to $151,968,546 total dollars, an increase of $64,400,829; and (6) make corresponding modifications to the City

19 140375 Exhibit A City Center TIF District FY 2013 Annual Report

Center TIF District boundary, budget and Project and Reinvestment Zone Financing Plans.

On January 23, 2013, City Council approved Resolution Nos. 13-0204 and 13- 0205, authorizing (1) a development agreement with Fairfield Investment Company, LLC, to dedicate future TIF revenues for reimbursement of eligible project costs related to environmental remediation and demolition, public infrastructure improvements and affordable housing for the Fairfield at Ross development project (302 North Houston Street) located in Tax Increment Financing Reinvestment Zone Five (City Center TIF District), and (2) the City Center TIE District Board of Directors to dedicate an amount not to exceed $5,500,000, of which $2,452,850 is in the form of an Economic Development TIE Grant to offset costs of structured parking and affordable housing, from future City Center TIF District revenues, in accordance with the development agreement.

On February 27, 2013, City Council approved Resolution No. 13-0388, accepting the FY 2012 Annual Report on the status of Tax Increment Financing Reinvestment Zone Number Five, (City Center TIE District), submitted by the City Center TIE District’s Board of Directors, and authorizing the City Manager to submit the annual report to the Chief Executive Officer of each taxing jurisdiction that levies taxes on real property in the District, and to the State Comptroller, as required by state law.

• On May 22, 2013, City Council approved Resolution No. 13-0811, authorizing an amendment to Resolution Nos. 12-2399 and 12-2400, previously approved on September 26, 2012, granting a tax abatement and a Chapter 380 economic development grant with St. Paul Holdings, LP, for the redevelopment of Patriot Tower in downtown Dallas to replace Exhibit A to include all owned property not subject to a ground lease that is outside the project area.

• On June 12, 2013, City Council approved Resolution No. 13-0968, authorizing an increase in the contract with Gibson & Associates, Inc. for the construction of granite payers at trolley stops and additional items for the McKinney Avenue

Trolley Olive Street Extension Project - Not to exceed $158,635, from $8,666,777 to $8,825,412.

• On June 12, 2013, City Council approved Resolution Nos. 13-0989 and 13-0990 authorizing a development agreement with Alterra 211 N. Ervay, LLC, to reimburse eligible project costs for environmental remediation and demolition, public infrastructure improvements and façade restoration associated with the 211 North Ervay redevelopment project, in an amount not to exceed $2,000,000, of which $150,000 is in the form of an Economic Development TIE Grant, from revenues accruing to Tax Increment Financing Reinvestment Zone Eive (City Center TIF District).

20 140375 Exhibit A City Center TIF District FY 2013 Annual Report

• On June 12, 2013, City Council approved Resolution Nos. 13-0991 and 13-0992, authorizing a development agreement with Purse Development Company, LLC, to reimburse eligible project costs related to environmental remediation and demolition, public infrastructure improvements and historic façade restoration associated with the Purse & Co. Lofts redevelopment project (601 Elm Street) in an amount not to exceed $2,800,000, from revenues accruing to Tax Increment Financing Reinvestment Zone Five (City Center TIF District).

• On June 26, 2013, City Council approved Resolution No. 13-1152, authorizing (1) severance of three structures from the real estate parcels on which they are located; and (2) the sale of surplus property consisting of three structures through a request for bid process, to Preserve Liberty, LLC, sole bidder (list

attached) - Revenue: $3.

• On August 14, 2013, City Council approved Resolution No. 13-1341, authorizing a Chapter 380 economic development grant agreement pursuant to Chapter 380 of the Texas Local Government Code and the City’s Public/Private Partnership Program with Fairfield Investment Company, LLC related to the development of a new residential apartment project at 302 North Houston Street, Dallas, Texas

75202 - Not to exceed $535,360.

• On August 28, 2013, City Council approved Resolution No. 13-1434, authorizing a public hearing to be held on September 11, 2013, to receive comments on amendments to Tax Increment Financing Reinvestment Zone Number Five (City Center TIF District) and the Project and Reinvestment Zone Financing Plans for the City Center TIF District to: (1) amend the City Center Sub-district’s boundary to remove a portion of the property addressed as 350 North St. Paul Street, approximately 4,950 square feet; (2) amend the City Center Sub-district’s boundary to add the property addressed as 600 South Harwood Street, approximately 19,471 square feet; and (3) make corresponding modifications to the City Center TIF District boundary map, and Project and Reinvestment Zone Financing Plans; at the close of the hearing consideration of an ordinance amending Ordinance No. 22802, previously approved on June 26, 1996, and Ordinance No. 23034, previously approved on February 12, 1997, as amended, to reflect these amendments.

• On September 11, 2013, City Council conducted a public hearing and approved Ordinance No. 29142 and Resolution No. 13-1619 authorizing amendments to Tax Increment Financing Reinvestment Zone Number Five (City Center TIF District) and the Project and Reinvestment Zone Financing Plans for the City Center TIF District to: (1) amend the City Center Sub-district’s boundary to remove a portion of the property addressed as 350 North St. Paul Street, approximately 4,950 square feet; (2) amend the City Center Sub-district’s boundary to add the property addressed as 600 South Harwood Street, approximately 19,471 square feet; and (3) make corresponding modifications to the City Center TIE District boundary map, and Project and Reinvestment Zone

21 140375

Exhibit A City Center TIF District FY 2013 Annual Report

Financing Plans and any other necessary adjustments to implement the Plan * amendments - Financing: No cost consideration to the City 88. An ordinance amending Ordinance No. 22802, as amended, previously approved on June 26, 1996, and an Ordinance No. 23034, as amended, previously approved February 12, 1997, to reflect these amendments.

• On September 11,2013, City Council approved Resolution Nos. 13-1620 and 13- 1621 authorizing a development agreement with Preserve Liberty, LLC, to reimburse eligible project costs for public infrastructure improvements, demolition (including building relocation costs), environmental remediation and historic façade restoration associated with the Liberty State Bank Preservation project in an amount not to exceed $985,000, from future revenues accruing to Tax Increment Financing Reinvestment Zone Five (City Center TIF District).

• On September 25, 2013, City Council approved Resolution No. 13-1702 authorizing a Funding Agreement between Dallas Area Rapid Transit, Downtown Dallas, Inc. and the City of Dallas for the operation of a two year demonstration

project for a downtown supplemental shuttle service - Not to exceed $800,000 - Financing: Convention and Event Services Current Funds (subject to annual appropriations).

22 140375

Exhibit A City Center TIF District FY 2013 Annual Report Budget and Spending Status

Category TIF Budget1 Expended Allocated3 Balance Original City Center hF Collection2 $75,696,253 $75,696,253 $0 $0 Public Infrastructure Improvements $8,500,000 $0 $2,310,000 $6,190,182 Parking $5,500,000 $0 $2,000,000 $3,500,000 Redevelopment/Development Projects $40,972,111 $0 $13,847,894 $27,124,217 District Wde Improvements $4,000,000 $0 $0 $4,000,000 Affordable Housing $6,500,000 $0 $0 $6,500,000 Ground Floor Activation $8,300,000 $0 $0 $8,300,000 Plan Implementation/Administration $2,500,000 $0 $85,460 $2,414,540 Total Project Costs $151,968,546 $75,696,253 $18,243,354 $58,028,939 ‘Budget shown above in total dollars (including interest earnings and potential parking revenue), as approved in the Project Plan and Reinvestment Zone Financing Plan for the District. 2This amount represent the total amount of TIF funds expended from 1997 to 2012. 3Allocated amounts committed durinq FY 2013.

MIWBE Participation

TIF projects must comply with the Business Inclusion and Development (BID”) Plan and the City’s Fair Share goals of certified minority/women-owned business enterprises (“MM/BE”) participation for both public and private improvements.

TIF assisted projects are not required to be publically bid. As a result TIF projects are privately bid and are monitored to ensure compliance with the City’s BID Plan and Fair Share Goals and the TIF District’s Fair Share Agreement. Reporting is not required until project or benchmark completion.

23 140375

Exhibit A City Center TIF District FY 2013 Annual Report

City CenterTiFMIWBEParticipation Percentage Total Contract Contract Project Contractor Minority Amount Award Amount Participation Streetscape HOK $ 1,584,154 $ 664,945 41.97%

Kirby Gibson $ 440,000 $ 42,724 9.71%

Magnolia Bell $ 586,300 $ 96,329 16.43%

Parking Kittelson $ 380,155 $ 135,335 35.60%

Stone Street Village Interiors $ 979,000 $ 185,814 18.98%

Park Master Plan Carter and Burgess $ 365,000 $ 9,000 2.47%

Hart Furniture Bldg Harrison Walker $ 1,143,129 $ 202,615 17.72%

Thompson Building Nedderman &Assoc. $ 2,000,464 $ 241,822 12.09% Streetscape Northern Pipeline 2,780,691 1,141,540 41 Construction Construction Co. $ $ .05% Elm St. Fire Corridor Architexas $ 63,000 $ 17,762 28.19% Retail Dallas Downtown Marketing/Leasing Partnership $ 247,500 $ - 0.00% DP&L Various $ 5,169,921 $ 2,724,525 52.70%

Wayfinding Signs Bunting Graphics $ 553,886 $ 72,320 13.06%

Interurban Building Andres Construction $ 5,228,415 $ 1,966,491 37.61%

Gulf States Building Various $ 3,703,168 $ 876,480 23.67%

Republic Center Various $ 2,168,806 $ 52,936 2.44%

Joule Hotel Various $ 13,528,365 $ 544,982 4.03% Texas Standard N/S Streetscapes 1,619,260 Construction $ $ 615,318 38.00% Certified/LVI Metropolitan 3,868,400 967,100 Environmental $ $ 25.00% 1608 Main Street Nedderman &Assoc. Pedestrianway $ 476,700 $ 132,893 27.88% 1608 Main Street Nedderman & Assoc. $ 1,455,660 $ 361,868 24.86% Certified/LVI Mosaic 8,882,955 Environmental $ $ 2,492,880 28.06% TOTALS $ 57,224,929 $13,545,679 23.67%

24 140375 Exhibit A City Center TIF District FY 2013 Annual Report FY 2014 Work Program

The work items for FY 2014 for the City Center TIF District are as follows:

• Adoption of the City Center FY 2013 Annual Report.

• Continue support of office! business retention efforts in the downtown core.

• Identify and support opportunities for improving physical connections between the Downtown Core and surrounding districts including the Convention Center, Victory, Lamar Corridor, and West End neighborhoods.

• Complete existing projects

• lndentify and promote redevelopment of key properties in the District

• Implement Ground Floor Activation Strategy for district

• Investigate parking deficiencies in the downtown core and explore solutions

• City Council consideration of various proposed development projects within the Zone

25 140375 Exhibit A City Center TIF District FY 2013 Annual Report

Appendix A - District Financials

City of Dallas, Texas City Center Tao Increment Financing D)strmt Food Balance Shoot as of Septembor 30, 2013 (Unoadited) With Comparative Totals for Septorohor 30, 2012, 2011, 2030, and 2009 (Aodited)

2013 2012 2011 2010 2009 Assets: Pooled cash and cash equivalents $445,917 $654005 92.060,379 51644.682 $1359759 Interest receivable $6,249 $5670 96,258 $8,675 58,120 Accvunts receivable-Parking 510 .827 Sf155 37764 36635 $5847

Total assets $462,992 $667,800 52,062,401 51,659,992 $1,373,726

Liabilifies and Fond Balance (Deffcit): Liabilifies: Accounts payable $0 $0 $0 SO $0 Advances from developers $4,872,894 $6,348,609 58,095,577 $9,952,219 $11,722,522 Doe to general bund $37,490 30 $0 90 so Deferred tao revenue so so so so so Accrved liability (53.565) ($3,565) ($3,565) ($3,565) $10,613

Total liabilities $4,906,818 56.345,044 58.092,011 $9,948,659 $11,733,135

Fund Balance (Deficit): Fund Balance (Deficit) ($4,443,827) ($5,677,164) ($6,009,610) (58,288,655) (510,359.400)

Total Liabihfles and Fund Equity $462,992 $667,880 52,082,401 01.659,992 $1,373,726 ($0) ($0) ($0) (50) ($0) City Center Tax Increment Financing Dioteict Food Statement of Rooenaes, Expanditorns and Changes a Fond Bulanse (Deficit) For the Period September 30, 2013 (linaudited) With Cornparatino Totals for September30, 2012,2011,2018, and 2009 (Aadited(

lTD 2013 2012 2011 2010 2009 Revenues: Tan increment-Governmental $77,259,969 $2,282.71 5 $1,963,730 $2,363,860 52,475,667 $4,023,480 Tax increment-lnlrrgxvernmental $3,269,203 $0 $344,557 $428,634 $463,915 5666,236 Attardable housing connibvlion $300,000 $0 $300,000 $0 SO SO Interest income $10,076,023 $1,967 $9,998 $14,221 $25,411 993.239 Parking Revenue $967,653 Sf36,030 $107,943 $90,590 075.754 $01,644 Net increase in fair valve of investments ($280,948) (52.125) (5193) $1,795 ($8,550) ($182,651)

Total revenue $91,531,901 $2.41 8,586 $2,726,035 $2,899,100 $3,032,190 $4,681,949

Eapenditures: Administrative expenses $2,197,891 $85,460 $48,421 554,864 $74,683 $36,534 Affordable Sousing parricipation $3,745,566 $625,000 $1,500,000 SO $0 $0 Non-capital nufiay $67,802,867 $162,346 $448,753 5142,330 $288,432 $2,891,465 Capitol outlay $9,786,548 $0 $0 $0 $0 SE Interest and fiscal charges $7,942,457 $312,444 $396,415 $422,858 $598,324 $2,359,140

Total expenditures $91,475,330 $1,185,250 $2,393,588 $620,052 $961,439 $5,287,139

Excess (Deficiency) of Revenues over Expenditures $56,571 $1,233,337 $332,447 $2,279,048 $2,070,751 (5605.190)

Other tnnncing sources (uses): Developer Purticipahon 55.416.002 50 50 $0 $0 SO Transfer out (510.000,000) 50 50 $0 50 50

Total other financing sources ($4,583,998) $0 50 50 $0 50

Excess (deficiency) of revenues and other financing sources over (under) expenditures and other uses ($4,527,427) $1,233,337 $332,447 52,279,048 52,070,751 ($605,190)

Fund balance (Deficit) at beginning of year as previously reported SO ($5,677,164) ($6,009,610) ($8,268,650) ($10,359,409) ($9,754,210)

Prior period restatement $83,600 SO $0 50 50 50

Fund balance (Deficit) at begincing of year. as restated S83.660 ($5,677,154) (56,009,610) ($8,266,658) (SI 0,359.409) (59.754,21 8)

Fund balance (deficit) at end xl year ($4,443,827) ($4,443,827) (55,677,164) (56,009,610) (SB,288,659( (510,359.409)

Note: Fiscal pear 2012-13 onaodited financial statements urn bused on preliminary close nambers and am sabject to rexiem bythe City Contmller’s Office prier to appmnal by the City Cnsncil. In soon of any material changes, TIF hoard 26 140375

Exhibit A City Center TIF District FY 2013 Annual Report

Citp Center Tart Increment Financing District Reinoeartnent Zone Namber Five, Citp ci Dallas, Tenas As of September 36,2013

Chapter 311 016 ci V.C T.A requires the fctloveng intormatien as part ci the annual repert on the status ct the TIP District lntormaticn is contained in derail cc the attached Seaecial stalemeets,

1. Amoact and scarce at receece in the tao increment land established tar the acne:

-$109 Irterest Income 136,030 Parhing Inccme 2.262,715 Ad Valorem Totes (Ccllectrd in P72512-13 based on 2512 Final Tart Rcll) 92.416,566 Total Revenue

2. Amaant and parpose or ecpeeditares tram the land:

$65,460 Adminintratioe bcpense $025,000 A000rdable Harming Pagiciyaricn $162,346 Non-Capital outlay 30 Capital cutlay $312,444 Irterest S Fiscal Charges $i.1B5,250 Tctal bcpendirures

* Eocer.dturen incurred during FY’2012-13 are as tollco.n: Total Non-cap:tai bopenditures Cacital Dutlay Qspgy Farbing Subsidy-Daipark Garage 5162,000 50 $162,000 Affcrdable Housing Grant to DHFC $625,000 $0 $625,000 Miscellanecuc Casts $346 $0 $346 Telal bopenditures $787,346 $0 $767,345

3. Amoant at Prieoipal and Interest dae-oc oaratandieg bonded indebtedness: Ncne. City Center TIP District has incurred no bonded indebtedness

Status otdnvelcper advances received and reimbvraemenls (mci PSI) made as otoeptember 30, 2013 in as tcllcws’

Balance Due Ioince Inceglionl Payments To Date Accrued Accrued Nor Balance or asl Vatrect Thral Due E1 Telal Paid Due

Post Fropeoies, Inc Wilacn Butding 03,402.000 $403,691 53,863,691 $3,450,000 $463,691 53,883,691 $0 Hall Financial Grcup Rrby Building Redec 0435,797 535.094 5470,691 $435,797 535.084 0470.681 55 HolGe Magnalia Magnolia Suilding Rodeo 0570,000 524,466 $584,486 5570,000 024,406 5594.466 55 Republic Center, LLF Republic $uilding Redno. 5750,000 $06,921 0638.921 5750.000 000,921 $636,921 50 Steno Place Mall Investors Steno Place Mall $276,000 $16,862 $292,062 $276,000 016,062 $292,862 30 Elm Scent Deoelcpment Had Fumirore Building $1,333,191 $59,252 $1,302,443 31,333.191 059,252 51,392.443 50 Main Street Investors JV Thcmpscn Building $1,065,000 5106.628 51,171,629 01,055,000 0104,620 $1,171,629 55 HamilGn DPL Development DP6L. Bldg Restoratian 86,503,158 $361,750 56,664,50g 56,503,150 $361,753 $6,664,908 $0 TIP Hotel, Inc. Jcule Hotel Rodeo. $6,500,000 BR7S,782 $9,375,762 58.500,000 0675,792 59,375,792 $0 Barker-Nichols, LLC Interurban Building 55,000,000 0536,038 05,036,038 $5,000,000 $536,038 55,536,036 $0 bmap Residential Padners. Inc Republic Center Tower I $4,605,000 $559,466 50,114,466 54,605.000 $509,468 05,114,468 $0 GO Murray Development. Inc Gult Staten Building Rodeo $4,666,650 0400.198 05,075,648 $4,666,650 $405,195 05,075.646 $5 Gonzalo 1200 Main, LLC 1200 Main Street Rednoel $4,750,000 $1,220,090 05,970,890 04,780,000 01,220,890 05,970.980 $0 WLK Mcnaic Gwrrer, LP Fidelity Union Bldg. Rodeo $9,000,000 $3,205,534 01ty205,534 $4,127,106 53,128,431 07.253,537 64.851,098

Totals I 558.artd.7971 57.532.5561 $dS,$tt,9B31 $7,B03.BS1I $53,B3$.7°41 $49519961 Principal Bd,B72.Bgd Accraed Interest $79,183 Total I $49519981 4, Tac increment base aed carted captared appraised oalae retained by the aced Taoabte Base Year Sot Captured Tac:no Jurisdictrcn Value 2013 1096 Value Value 2Si Cty ot Dallas-City Center Sub-DiatAG 01,165,654,474 $866,044,956 $209,600,476 C6y ct Dallan-Lamar Sub-DistriG $r03,19S,23S 097.095.610 $6,804,620 Dallas Ccvnty-Cdy Center Sub-District S1,203,236,0t4 $B6,544,956 $337,191,016 Dallas County-Lamar Sub-District 5153,1RS,23S $07,095,610 $6,000,620

Based on CeAsed Taoabln Values. Final oalues wit: be determiced on February 01, 2014.

5. Captared appraised eatae by the manisipal$p and ether taaing anita, the ratat amoaet at the tan increment reseioed, and any addihonal ietormehon necessary to demsestrate compliance mith the tan increment heansieg plan adapted by the g000reieg body el the maeicipalitp:

A Estimated tao incremrnt shared by Ihe municipality and ether pad:cipahng tacing jurwdictions’ Ameant ot Assessmeot % Captared Estimated 28t3 Tasieg Jarisdio6an Per $158 Valce Used Increment Cily of Dallan-Cdy Center Sub-Distdct 0.79700 6376% 01,810,310 City ot Dallas-Lamar Sub-District 079700 7173% 043,717 Dallas Ceunty-Cily Center dub-Distdct 0.24310 10 84% $368,675 Dallas County-Lamar Sob-Distyct 024310 1268% 07,652 Tctal for all Jcrisdicrions 82.08020 $1 59314 $2,330,749

$ The tetat amount ci estimated tao increment to be billed for tOe 2013 tao year is $2,330,749 For the 2012 too year, increment in Inn amount ci 52,282.715 was meccived 27 140375

Exhibit A City Center TIF District FY 2013 Annual Report

City of Dallas, Texas City Center Tax Increment Financing District Notes to Financial Statements for the Year Ended September 30, 2013 (Unaudited)

1. The measurement focus used for the TIF Zone fund is a flow of financial resources. The financial statements are prepared using the modified accrual basis of accounting. Under the modified accrual basis of accounting, tax increment revenues and interest are recognized as revenue when they become both “measurable” and “available” to finance expenditures of the current period. Expenditures are recognized when the liability is incurred.

2. State statute requires that each taxing jurisdiction remit its ad valorem taxes to the Zone by May 1 of each year (remittance to occur no more than 90 days after taxes for the jurisdiction become delinquent).

3. The TIF’s cash balances are invested in the City’s investment pool and include amounts in demand deposits as well as short-term investments. Pooled investments and short-term non-pooled investments are treated as cash equivalents. Investment income on the pooled investments is prorated monthly based upon the average daily cash balance in each fund.

4. The Zone’s Financial Plan permits expenditures not to exceed $4,660,402 over the life of the TIF to reimburse the City for administrative costs which is made up of the original allocation $2,160,402 and an additional $2,500,000 over the extended period of the district. The Zone began reimbursing the General Fund for administrative costs in FY’1998-99. Any future remittance for administrative expenses would come from excess cash as tax increment revenue increases as a result of increased assessed values.

5. The Zone has received advances from developers to fund improvements that have been completed. Following developer advance including principal and interest was outstanding at September 30, 2013:

- $4,951,998 for Fidelity Union Building advance as of November 4, 2005 bears interest at 4.87% compounded semi-annually.

6. All project costs resulting in capital improvements which are owned by the City are capitalized by the City of Dallas.

28